Case 16-12551-BLS Doc 519 Filed 01/20/17 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re AMERICAN APPAREL, LLC, et al., 1 Debtors. Chapter 11 Case No. 16-12551 (BLS) (Jointly Administered) Objection Deadline February 3, 2017 at 400 p.m. (ET) NOTICE OF FILING OF MONTHLY STAFFING REPORT BY BERKELEY RESEARCH GROUP, LLC FOR THE PERIOD OF DECEMBER 1, 2016 THROUGH DECEMBER 31, 2016 TO (i) Office of the U.S. Trustee; and (ii) Counsel to the Official Committee of Unsecured Creditors. PLEASE TAKE NOTICE that Berkeley Research Group, LLC ( BRG ) has filed the attached monthly staffing report for the period of December 1, 2016 through December 31, 2016 (the Staffing Report ), with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801 (the Bankruptcy Court ) pursuant to the Bankruptcy Court s order entered on December 8, 2016 approving the employment of BRG (the Retention Order ) (Docket No. 258). PLEASE TAKE FURTHER NOTICE that, pursuant to the Retention Order, any response or objection to the Staffing Report must be filed with the Bankruptcy Court on or before February 3, 2017 at 400 p.m. (ET). PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon (i) counsel to the Debtors, (a) Jones Day, 555 S. Flower 1 The Debtors are the following six entities (the last four digits of their respective taxpayer identification numbers follow in parentheses) American Apparel, LLC (0601); American Apparel (USA), LLC (8940); American Apparel Retail, Inc. (7829); American Apparel Dyeing & Finishing, Inc. (0324); KCL Knitting, LLC (9518); and Fresh Air Freight, Inc. (3870). The address of each of the Debtors is 747 Warehouse Street, Los Angeles, California, 90021. DOCS_DE211456.2 03635/001
Case 16-12551-BLS Doc 519 Filed 01/20/17 Page 2 of 6 St., 50 th Floor, Los Angeles, CA 90071 (Attn Erin Brady, Esq.), enbrady@jonesday.com and 250 Vesey Street, New York, NY 10281 (Attn Scott J. Greenberg, Esq.), sgreenberg@jonesday.com, and (b) Pachulski Stang Ziehl & Jones, LLP, 919 North Market Street, 17 th Floor, Wilmington, DE 19801 (Attn Laura Davis Jones, Esq.), ljones@pszjlaw.com; (ii) counsel to the Debtors prepetition secured lenders, (a) Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, NY 10005-1413 (Attn. Gerard Uzzi, Esq.) guzzi@milbank.com, and (b) Fox Rothschild LLP, 919 North Market Street, Suite 300 Wilmington DE 19899-2323 (Attn Jeffrey M. Schlerf, Esq.) jschlerf@foxrothschild.com; (iii) the Office of the United States Trustee, 844 King Street, Suite 2207, Wilmington, Delaware 19801 (Attn Jane Leamy, Esq.), jane.m.leamy@usdoj.gov; (iv) counsel to the official committee of unsecured creditors, (a) Cooley LLP, 1114 Avenue of the Americas, New York, New York 10036 (Attn Cathy Herschcopf) and (b) Bayard, P.A., 222 Delaware Avenue, Suite 900, Wilmington, Delaware 19801 (Attn Justin R. Alberto); (v) counsel to the DIP Lenders, (a) Riemer & Braunstein, LLP, Times Square Tower, Suite 2506, Seven Times Square, New York, New York 10036 (Attn Donald E. Rothman, Esq.), drothman@riemerlaw.com, and (b) Ashby & Geddes PA, 500 Delaware Avenue, Wilmington DE 19899 (Attn Gregory Taylor, Esq.), gtaylor@ashby-geddes.com; and (vi) Covington & Burling LLP, 620 Eighth Avenue, New York, NY 10018-1405 (Attn R. Alexander Clark, Esq.), aclark@cov.com, as counsel to Wilmington Trust, National Association, as administrative agent to the Debtors' prepetition secured lenders (collectively, the Notice Parties ). DOCS_DE211456.2 03635/001 2
Case 16-12551-BLS Doc 519 Filed 01/20/17 Page 3 of 6 Dated January 20, 2017 Wilmington, Delaware PACHULSKI STANG ZIEHL & JONES LLP /s/ Joseph M. Mulvihill Laura Davis Jones (DE Bar No. 2436) James E. O'Neill (DE Bar No. 4042) Joseph M. Mulvihill (DE Bar No. 6061) 919 N. Market Street, 17 th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone (302) 652-4100 Facsimile (302) 652-4400 Email ljones@pszjlaw.com joneill@pszjlaw.com jmulvihill@pszjlaw.com and JONES DAY Erin N. Brady 555 South Flower Street, 50 th Floor Los Angeles, CA 90071 Telephone (213) 489-3939 Facsimile (213) 243-2539 Email enbrady@jonesday.com and Scott J. Greenberg Michael J. Cohen 250 Vesey Street New York, NY 10281 Telephone (212) 326-3939 Facsimile (212) 755-7306 Email sgreenberg@jonesday.com mcohen@jonesday.com Co-Counsel for the Debtors and Debtors-in-Possession DOCS_DE211456.2 03635/001 3
Case 16-12551-BLS Doc 519 Filed 01/20/17 Page 4 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re AMERICAN APPAREL, LLC, et al., 1 Debtors. Chapter 11 Case No. 16-12551 (BLS) (Jointly Administered) Objection Deadline February 3, 2017 at 400 p.m. (ET) MONTHLY STAFFING REPORT BY BERKELEY RESEARCH GROUP, LLC FOR THE PERIOD OF DECEMBER 1, 2016 THROUGH DECEMBER 31, 2016 Pursuant to the Order Authorizing and Approving Employment and Retention of Berkeley Research Group, LLC to Provide a Chief Restructuring Officer and Additional Personnel for the Debtors, Nunc Pro Tunc to the Petition Date, entered on December 8, 2016 (the Retention Order ) [Docket No. 258], Berkeley Research Group, LLC ( BRG ) hereby files its monthly staffing report (the Staffing Report ) for the period of December 1, 2016 through December 31, 2016 (the Reporting Period ), and in support of such report represents as follows 1. Pursuant to the terms of BRG s engagement letter (the Engagement Letter ) with the Debtors, dated November 17, 2016, BRG was retained to provide a chief restructuring officer ( CRO ) and restructuring support services. The functions filled by such personnel encompass a wide scope of services related to the chapter 11 cases, and include, without limitation, preparing and monitoring financial reports, preparing financial forecasts and 1 The Debtors are the following six entities (the last four digits of their respective taxpayer identification numbers follow in parentheses) American Apparel, LLC (0601); American Apparel (USA), LLC (8940); American Apparel Retail, Inc. (7829); American Apparel Dyeing & Finishing, Inc. (0324); KCL Knitting, LLC (9518); and Fresh Air Freight, Inc. (3870). The address of each of the Debtors is 747 Warehouse Street, Los Angeles, California, 90021. DOCS_DE211456.2 03635/001
Case 16-12551-BLS Doc 519 Filed 01/20/17 Page 5 of 6 projections, and assisting with financial analysis and modeling in support of the closing of a sale transaction. 2. As authorized by the Retention Order and contemplated by the Engagement Letter, Mark Weinstein was designated to serve as the Debtors CRO during the pendency of these chapter 11 cases. 3. Pursuant to the Retention Order, BRG is required to file monthly staffing reports ( Staffing Reports ) with the Bankruptcy Court and serve the same on the Notice Parties. The Staffing Reports shall identify the names and functions of all BRG personnel assigned to the engagement with the Debtors. Consistent with the Retention Order, the Staffing Report shall remain subject to review by the Bankruptcy Court in the event so requested by the Notice Parties. 4. Attached here as Exhibit A is BRG s Staffing Report for the Reporting Period. The Staffing Report identifies all BRG personnel that provided services to the Debtors during the Reporting Period, along with brief descriptions of their respective corresponding functions. Dated January 20, 2017 BERKELEY RESEARCH GROUP, LLC /s/ Mark Weinsten Mark Weinstein, Managing Director 810 Seventh Avenue, Suite 4100 New York, NY 10019 DOCS_DE211456.2 03635/001 5
Case 16-12551-BLS Doc 519 Filed 01/20/17 Page 6 of 6 EXHIBIT A Berkeley Research Group, LLC Staffing Report for the Period December 1, 2016 through December 31, 2016 Name Title Description of Function Mark Weinsten Managing Director CRO Joseph D Ascoli Managing Director CRO Operational Support Richard Maicki Managing Director CRO Operational Support Michael Casey Director CRO Operational Support David Bernstein Senior Managing Consultant CRO Operational Support Ethan Karas Senior Associate CRO Operational Support Matthew Bernhardt Associate CRO Operational Support DOCS_DE211456.2 03635/001