Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 1 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: DEX LIQUIDATING CO. (f/k/a Dextera Surgical Inc.), Debtor. 1 Chapter 11 Case No. 17-12913 (KJC) Hearing Date: Only if Objections are Filed Objection Deadline: November 12, 2018 at 4:00 p.m. (ET) COVER SHEET TO THE EIGHTH MONTHLY APPLICATION OF COOLEY LLP, SPECIAL CORPORATE COUNSEL TO THE DEBTOR AND DEBTOR-IN- POSSESSION, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD SEPTEMBER 1, 2018 THROUGH SEPTEMBER 30, 2018 Name of Applicant: Authorized to Provide Professional Services to: Cooley LLP Debtor and Debtor in Possession Date of Retention: January 19, 2018, nunc pro tunc to December 11, 2017 Period for which compensation and reimbursement is sought: September 1, 2018 through September 30, 2018 Total Compensation sought as actual, reasonable and necessary: $8,618.85 2 80% of Compensation sought as actual, reasonable, and necessary: $6,895.08 Blended Hourly Rate (all timekeepers): $730.41 Amount of Expense Reimbursement sought as actual, reasonable, and necessary: $0.00 This is Cooley LLP s eighth monthly fee application in this case. 1 The last four digits of the Debtor s federal tax identification number are 7832. The Debtor s address is 7 West 41st Avenue - #245, San Mateo, CA 94403. 2 Applicant agreed to a 10% discount on its fees. 1
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 2 of 14 PRIOR MONTHLY FEE APPLICATIONS Requested Approved Date Filed Period Covered Fees Expenses Fees [80%] Expenses [100%] Fee Holdback (Amount Paid, if any, after entry of Interim Fee Order) First Monthly 4/12/2018 [D.I. 242] 12/11/17 2/28/18 $223,581.15 $4,769.86 $178,864.92 1 $4,769.86 $44,716.23 [paid] Second Monthly 4/26/2018 [D.I. 266] 3/1/18 3/31/18 $35,308.35 $391.46 $28,246.68 2 $391.46 $7,061.67 [paid] Third Monthly 5/21/2018 [D.I. 307] 4/1/18 4/30/18 $25,645.50 $0.00 $20,516.40 3 $0.00 $5,129.10 [paid] Fourth Monthly 6/26/2018 [D.I. 346] 5/1/18 5/31/18 $31,020.30 $823.76 $24,816.24 4 $823.76 $6,204.06 [paid] Fifth Monthly 7/20/2018 [D.I. 374] 6/1/18 6/30/18 $23,235.30 $1.21 $18,588.24 5 $1.21 $4,647.06 [paid] Sixth Monthly 8/20/2018 [D.I. 410] 7/1/18 7/31/18 $21,159.45 $1.20 $16,927.56 6 $1.20 $4,231.89 [not paid] Seventh Monthly 9/19/2018 [D.I. 470] 8/1/18 8/31/18 $26,216.10 $0.00 $20,972.88 7 $0.00 $5,243.22 [not paid] Total $386,166.15 $5,987.49 $308,932.92 $5,987.49 $77,233.23 1 A CNO was filed on May 7, 2018 [D.I. 282]. 2 A CNO was filed on May 18, 2018 [D.I. 300]. 3 A CNO was filed on June 12, 2018 [D.I. 335]. 4 A CNO was filed on July 18, 2018 [D.I.371]. 5 A CNO was filed on August 13, 2018 [D.I. 397]. 6 A CNO was filed on September 11, 2018 [D.I. 442]. 7 A CNO was filed on October 11, 2018 [D.I. 492]. 2
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 3 of 14 COMPENSATION BY TIMEKEEPER DURING THE COMPENSATION PERIOD Name of Professional Person Robert L. Eisenbach III Position of the Applicant, Year of Obtaining License to Practice, Area of Expertise Hourly Billing Rate Total Billed Hours Total Compensation Of Counsel; Member of California Bar since 1986; Area of Expertise: Bankruptcy $1,130 4.8 $5,424.00 Brett D. White Of Counsel; Member of California Bar since 1991; Area of Expertise: Business $985 1.0 $985.00 Lisette Sell Special Counsel; Member of California Bar since 2000; Area of Expertise: Employment $910 2.5 $2,275.00 Mollie Canby Paralegal $255 3.5 $892.50 Sub-Total 11.8 $9,576.50 (Less 10% Discount) ($957.65) TOTAL 11.8 $8,618.85 Blended Hourly Rate 1 for All Timekeepers $730.41 Blended Hourly Rate 1 for Attorneys $941.64 1 The blended hourly rate is calculated after application of the 10% discount on fees for professionals. 3
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 4 of 14 TIME BILLED BY PROJECT CATEGORY DURING THE COMPENSATION PERIOD Subject Matter Categories Hours Fees Spent B03 Business Operations 1.2 $1,356.00 B05 Claims 0.8 $904.00 B06 Employee Benefits/Pensions 2.6 $2,388.00 B07 Fee/Employment Applications 3.5 $1,330.00 B11 Meetings 0.9 $1,017.00 B12 Plan/Disclosure Statement 0.9 $579.50 B17 Corporate Finance 0.4 $452.00 B19 Preparation For and Attendance at Court Hearings 0.3 $339.00 B24 Regulatory Compliance 1.2 $1,211.00 Sub-Total 11.8 $9,576.50 (Less 10% Discount) ($957.65) TOTAL $8,618.85 4
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 5 of 14 EXPENSE SUMMARY DURING THE COMPENSATION PERIOD None. 5
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 6 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: DEX LIQUIDATING CO. (f/k/a Dextera Surgical Inc.), Debtor. 1 Chapter 11 Case No. 17-12913 (KJC) Hearing Date: Only if Objections are Filed Objection Deadline: November 12, 2018 at 4:00 p.m. (ET) EIGHTH MONTHLY APPLICATION OF COOLEY LLP, SPECIAL CORPORATE COUNSEL TO THE DEBTOR AND DEBTOR-IN-POSSESSION, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD OF SEPTEMBER 1, 2018 THROUGH SEPTEMBER 30, 2018 Cooley LLP ( Applicant ), special corporate counsel to Dex Liquidating Co., formerly known as Dextera Surgical Inc. (the Debtor ), in the above-captioned chapter 11 case, respectfully represents: INTRODUCTION 1. This is Applicant s eighth monthly application (the Application ) for compensation and reimbursement of expenses pursuant to 331 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code ), the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (the Interim Compensation Order ) [D.I. 229]. 2. This Application seeks an interim payment of compensation for legal services rendered by Applicant in the total amount of $8,618.85 (of which $6,895.08 is equal to 80%) for services rendered and, reimbursement of certain expenses incurred by (or first billed by outside 1 The last four digits of the Debtor s federal tax identification number are 7832. The Debtor s address is 7 West 41st Avenue - #245, San Mateo, CA 94403.
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 7 of 14 vendors to) Applicant in the amount of $0.00 for the period September 1, 2018 through September 30, 2018 (the Compensation Period ). Pursuant to the Interim Compensation Order, if no objections are timely filed to this Application, the Debtor is authorized to pay Applicant 80% of its fees and 100% of its expenses for a total of $6,895.08. This Application complies with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and the Interim Compensation Order. BACKGROUND 3. On December 11, 2017 (the Petition Date ), the Debtor commenced a voluntary case under chapter 11 of title 11, United States Bankruptcy Code (the Bankruptcy Code ). The Debtor has continued to operate its business and manage its properties as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner or official committee has been appointed in this chapter 11 case. 4. On January 3, 2018, the Debtor filed the Application for an Order Authorizing the Employment of Cooley LLP as Special Corporate Counsel Pursuant to 11 U.S.C. 327(e) and 328(a) of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 Effective Nunc Pro Tunc to the Petition Date (the Cooley Retention Application ) [D.I. 91], as to which there was no formal objection. This Court approved the Debtor s retention of Applicant, under certification of counsel, pursuant to an order entered on January 19, 2018 [D.I. 143]. 5. Pursuant to the Interim Compensation Order, Applicant may file monthly fee applications with this Court. This is Applicant s eighth monthly fee application in this case. JURISDICTION AND STATUTORY PREDICATES 6. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C. 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this 2
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 8 of 14 Court pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief requested herein are 105(a), 330 and 331 of the Bankruptcy Code and Bankruptcy Rule 2016. SERVICES RENDERED DURING THE COMPENSATION PERIOD 7. During the Compensation Period, Applicant s services to the Debtor included professional advice and representation in connection with certain corporate matters, including insurance coverage issues, issues related to warrant holders claims against the Debtor and the settlement of those claims, SEC and other regulatory matters, advice regarding corporate issues implicated by the Debtor s proposed plan of liquidation, and other general corporate matters. The aggregate hours and amount for each category are set forth on the cover page to this Application. 8. To apprise this Court of the legal services provided during the Compensation Period, Applicant sets forth the following summary of legal services rendered. Business Operations 9. This category includes time expended by Applicant in connection with the Debtor s business operations. During the Compensation Period, Applicant spent time in this category (i) analyzing issues regarding the structure of the Board of Directors, and (ii) corresponding with the Debtor, its representative, Delaware Counsel and certain Board members regarding Board and stock ownership issues. 10. Applicant expended 1.2 hours of time for a charge of $1,356.00 for services rendered with respect to matters relating to business operations. Employee Benefits/Pensions 11. This category includes time expended by Applicant in connection with employment matters of the Debtor. During the Compensation Period, Applicant spent time in 3
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 9 of 14 this category reviewing, analyzing and commenting on terminating the Debtor s 401(k) plan and corresponding with the Debtor s representative regarding same. 12. Applicant expended 2.6 hours of time during the Compensation Period for a charge of $2,338.00 for services rendered in connection with employee benefits/pensions matters. Fee/Employment Applications 13. This category includes time expended by Applicant regarding the compensation of various professionals in the Debtor s bankruptcy proceeding. Applicant spent time during the Compensation Period (i) reviewing a certificate of no objection to its monthly fee application and the order approving professionals second interim fee applications, and (ii) drafting its seventh monthly fee application. 14. Applicant expended 3.5 hours of time during the Compensation Period for a charge of $1,330.00 with respect to fee/employment applications matters. Regulatory Compliance 15. This category includes time expended by Applicant with respect to regulatory compliance of the Debtor. Applicant spent time, among other things, assisting the Debtor with its required reporting to the Securities and Exchange Commission (the SEC ), including analyzing, preparing and filing the Debtor s Form 8-K with the SEC, drafting Form 12b-25 for the Debtor s review, and corresponding with the Debtor s representative regarding prior public disclosures and other regulatory compliance issues. 16. Applicant expended 1.2 hours of time for a charge of $1,211.00 for services rendered with respect to regulatory compliance matters. 4
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 10 of 14 MATTERS PERTAINING TO APPLICANT DURING THE COMPENSATION PERIOD 17. Applicant has maintained contemporaneous time records that indicate the time each attorney and para-professional has spent working on a particular matter and the nature of the work performed. Copies of these time records are annexed to this Application as Exhibit A. The total number of hours expended by Applicant s attorneys and para-professionals during the Compensation Period in conjunction with these cases is 11.8. All of the services have been rendered by those individuals at Applicant s firm. 18. The personnel who have expended the most significant time on this matter during the Compensation Period are: Robert L. Eisenbach III, who has been actively involved in all aspects of the corporate counsel advice to the Debtor, Brett White, who has assisted among other matters in connection with SEC filings, Lisette Sell, who has assisted in connection with employment matters, and para-professional Mollie N. Canby, who has assisted on preparation of fee applications and other matters. 19. Applicant rendered all the professional services for which compensation is requested herein in connection with the Debtor s chapter 11 case in furtherance of Applicant s professional responsibilities as special corporate counsel for the Debtor. 20. During the Compensation Period, the attorneys and para-professionals of Applicant devoted substantial time, 11.8 hours, in rendering professional services to the Debtor, all of which time was reasonable and necessary. 21. Applicant, by experience, training, and ability, is fully qualified to perform the services for which compensation is sought here. Applicant represents or holds no interest adverse to the Debtor with respect to the matters upon which it is engaged. 5
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 11 of 14 No agreement or understanding exists between Applicant and any other entity for the sharing of compensation to be received for services rendered in or in connection with this chapter 11 case. EXPENSES 2 22. During the Compensation Period, Applicant did not incur any necessary and actual out-of-pocket expenses. NOTICE, PRIOR APPLICATION AND CERTIFICATION 23. Notice of this Application has been provided in accordance with the Interim Compensation Order. Applicant submits that the foregoing constitutes good and sufficient notice and that no other or further notice need be provided. 24. No previous application for the relief sought herein has been made to this or any other court. 25. Applicant has reviewed the requirements of the Local Rules, and this Application complies with those rules and guidelines. [Remainder of page intentionally left blank] 2 Applicant charges 25 per page for outgoing facsimiles with no charge for incoming facsimiles, 10 per page for photocopying and charges for meals only when necessitated by meetings with the Debtor or its professionals or when Applicant s personnel are required to work through a normal meal period. 6
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 12 of 14 WHEREFORE, Applicant hereby respectfully requests interim payment of fees in the amount of $6,895.08 which is equal to the sum of 80% of Applicant s allowed compensation, for duly authorized, necessary and valuable professional services to the Debtor incurred during the Compensation Period and (ii) reimbursement to Applicant for actual and necessary expenses incurred during the Compensation Period in connection with the aforesaid services in the aggregate amount of $0. Dated: October 20, 2018 COOLEY LLP /s/ Robert L. Eisenbach III Robert L. Eisenbach III 101 California Street, 5th Floor San Francisco, CA 94111 Telephone: (415) 693-2000 Facsimile: (415) 693-2222 Email: reisenbach@cooley.com Special Corporate Counsel for the Debtor and Debtor-in-Possession 7
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 13 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: DEX LIQUIDATING CO. (f/k/a Dextera Surgical Inc.), Chapter 11 Case No. 17-12913 (KJC) Debtor. 1 CERTIFICATION OF ROBERT L. EISENBACH III Robert L. Eisenbach III, an attorney-at-1aw, duly admitted in good standing to practice in the State of California hereby certifies that: 1. I am Of Counsel at the firm of Cooley LLP ( Cooley ) and I am duly authorized to make this Certification on behalf of Cooley. Cooley was retained by the Debtor as special corporate counsel pursuant to an order of this Court. This certification is made in support of the Eighth Monthly Application of Cooley LLP, Special Corporate Counsel to the Debtor and Debtor-In-Possession, for Compensation and Reimbursement of Expenses Pursuant to 11 U.S.C. 330 and 331(the Application ) and in compliance with Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ) of this Court, and with the United States Trustee's Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the U.S. Trustee Guidelines ). 1 The last four digits of the Debtor s federal tax identification number are 7832. The Debtor s address is 7 West 41st Avenue - #245, San Mateo, CA 94403.
Case 17-12913-KJC Doc 500 Filed 10/22/18 Page 14 of 14 2. I have read the Application and I certify that the Application substantially complies with the Local Rules and the U.S. Trustee Guidelines. Dated: October 20, 2018 COOLEY LLP /s/ Robert L. Eisenbach III Robert L. Eisenbach III 188409414 v1 Special Corporate Counsel for the Debtor and Debtor -in-possession 2
Case 17-12913-KJC Doc 500-1 Filed 10/22/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: DEX LIQUIDATING CO. (f/k/a Dextera Surgical Inc.), Debtor. 1 Chapter 11 Case No. 17-12913 (KJC) Hearing Date: Only if Objections are Filed Objection Deadline: November 12, 2018 at 4:00 p.m. (ET) NOTICE OF EIGHTH MONTHLY APPLICATION OF COOLEY LLP, SPECIAL CORPORATE COUNSEL TO THE DEBTOR AND DEBTOR-IN-POSSESSION, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD SEPTEMBER 1, 2018 THROUGH SEPTEMBER 30, 2018 PLEASE TAKE NOTICE that on October 20, 2018, the Eighth Monthly Application of Cooley LLP, Special Corporate Counsel to the Debtor and Debtor-in-Possession, for Compensation and Reimbursement of Expenses for the Period September 1, 2018 through September 30, 2018 (the Application ) was filed with the Court. The Application seeks the approval of payment for professional services rendered as special corporate counsel to the Debtor in the amount of $8,618.85 together with reimbursement of disbursements in the amount of $0. PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, are required to be filed on or before November 12, 2018 at 4:00 p.m. (prevailing Eastern Time) (the Objection Deadline ) with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, DE 19801 (the Bankruptcy Court ). You must also serve any such objection so as to be received by the following parties on or before the Objection Deadline: (i) the Debtor: 7 West 41st Avenue - #245, San Mateo, CA 94403 (Attn: Matthew English, Chief Restructuring Officer); (ii) counsel to the Debtor: Saul Ewing Arnstein & Lehr LLP, 1201 North Market Street, Suite 2300, P.O. Box 1266, Wilmington, DE 19899 (Attn: Mark Minuti, Esq.); (iii) special corporate counsel to the Debtor: Cooley LLP, 101 California Street, 5 th Floor, San Francisco, CA 94111-5800 (Attn: Robert L. Eisenbach, III, Esq.); and (iv) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 (Attn: David L. Buchbinder, Esq.). PLEASE TAKE FURTHER NOTICE THAT PURSUANT TO THE ORDER ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS [DOCKET NO. 229], IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, AND UPON THE FILING WITH THE BANKRUPTCY COURT OF A 1 The last four digits of the Debtor s federal tax identification number are 7832. The Debtor s address is 7 West 41st Avenue - #245, San Mateo, CA 94403.
Case 17-12913-KJC Doc 500-1 Filed 10/22/18 Page 2 of 2 CERTIFICATION OF NO OBJECTION, THE DEBTOR IS AUTHORIZED TO PAY THE APPLICANT 80% OF THE REQUESTED INTERIM FEES AND 100% OF REQUESTED INTERIM EXPENSES WITHOUT FURTHER ORDER OF THE COURT. ALL FEES AND EXPENSES PAID TO THE APPLICANT ARE SUBJECT TO FINAL APPROVAL BY THE COURT. Dated: October 22, 2018 /s/ Mark Minuti Mark Minuti (DE Bar No. 2659) Monique B. DiSabatino (DE Bar No. 6027) SAUL EWING ARNSTEIN & LEHR LLP 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6840 Facsimile: (302) 421-5873 mark.minuti@saul.com monique.disabatino@saul.com Counsel for Debtor and Debtor-in-Possession 2
Case 17-12913-KJC Doc 500-2 Filed 10/22/18 Page 1 of 8 EXHIBIT A Time Records
Case 17-12913-KJC Doc 500-2 Filed 10/22/18 Page 2 of 8 1946427 01 CL October 8, 2018 Matthew English Chief Restructuring Officer Dex Liquidating Co. 7 West 41st Avenue - #245 San Mateo, CA 94403 ATTORNEYS AT LAW 101 California 5th floor San Francisco, CA 94111-5800 MAIN 415 693-2000 FAX 415 693-2222 www.cooley.com Taxpayer ID Number 94-1140085 Palo Alto, CA San Diego, CA Los Angeles, CA Broomfield, CO Seattle, WA New York, NY Reston, VA Washington, DC Boston, MA Shanghai, P. R. China Beijing, P. R. China London, United Kingdom Invoice Number: 1946427 224025-204 Chapter 11 Special Counsel For services rendered through September 30, 2018 Gross Fees $ 9,576.50 10% Fee Discount $ (957.65) Fees................................................................ $ 8,618.85 Total Due on Current Invoice........................................... $ 8,618.85 CL 01 00190
Case 17-12913-KJC Doc 500-2 Filed 10/22/18 Page 3 of 8 Page 2 224025-204 Invoice Number: 1946427 Chapter 11 Special Counsel For services rendered through September 30, 2018 Date Timekeeper Description Hours BUSINESS OPERATIONS 09/18/18 Robert L. Eisenbach Analyze issues re Board structure 0.10 09/18/18 Robert L. Eisenbach Telephone conference with M. English re corporate governance issues 09/25/18 Robert L. Eisenbach Exchange emails with M. Minuti, M. English re director issues 09/25/18 Robert L. Eisenbach Exchange emails with B. White re director stock ownership 09/26/18 Robert L. Eisenbach Review emails re stock ownership issues 0.20 0.40 0.20 0.20 09/30/18 Robert L. Eisenbach Review email to D. Weinberg re board members 0.10 Task Total: 1.20 1,356.00 CLAIMS 09/05/18 Robert L. Eisenbach Exchange emails with M. English re warrant issue 09/05/18 Robert L. Eisenbach Review declaration in support of warrant settlement 09/06/18 Robert L. Eisenbach Review emails from US Trustee and M. Minuti re warrant settlement 09/11/18 Robert L. Eisenbach Review emails re warrant holder settlement 0.20 0.10 0.30 0.10 09/28/18 Robert L. Eisenbach Review emails re payment on warrant holder settlement 0.10 Task Total: 0.80 904.00 EMPLOYEE BENEFITS/PENSIONS 09/21/18 Robert L. Eisenbach Exchange emails with M. English, L. Sell re 401(k) plan issues 09/21/18 Lisette Sell Analyze email and attachments regarding termination and liquidation of 401(k) plan 09/24/18 Lisette Sell Review of and comment on 401(k) plan termination documents 0.10 0.70 1.30 CL 01 00190
Case 17-12913-KJC Doc 500-2 Filed 10/22/18 Page 4 of 8 Page 3 224025-204 Invoice Number: 1946427 Chapter 11 Special Counsel Date Timekeeper Description Hours 09/24/18 Lisette Sell Email to M. English regarding various 401(k) plan termination documents 09/28/18 Lisette Sell Review email from B. Cronin regarding 401(k) plan termination steps 0.40 0.10 Task Total: 2.60 2,388.00 FEE/EMPLOYMENT APPLICATIONS 09/06/18 Mollie N. Canby Review CNO to 2nd interim fee app of Cooley 0.10 09/11/18 Mollie N. Canby Review CNO to Cooley's 6th MFA 0.10 09/13/18 Mollie N. Canby Review draft omnibus order approving interim fee applications and confirm Cooley's fees and costs are correct 09/14/18 Mollie N. Canby Review email from local counsel re monthly fee apps 09/18/18 Mollie N. Canby Prepare Cooley's 7th Monthly Fee Application and emails with R. Eisenbach re same 09/18/18 Mollie N. Canby Review order approving 2nd interim fee applications 09/18/18 Robert L. Eisenbach Review and revise Cooley's monthly fee application 09/18/18 Robert L. Eisenbach Review Cooley monthly fee statement 0.20 0.20 0.10 2.20 0.10 0.30 09/19/18 Mollie N. Canby Review filed version of Cooley's 7th MFA and calendar deadlines 0.20 Task Total: 3.50 1,330.00 MEETINGS 09/21/18 Robert L. Eisenbach Board call 0.90 Task Total: 0.90 1,017.00 PLAN AND DISCLOSURE STATEMENT 09/18/18 Mollie N. Canby Review order approving Disclosure Statement, calendar critical dates and circulate copies of amended plan and disclosure statement 0.50 CL 01 00190
Case 17-12913-KJC Doc 500-2 Filed 10/22/18 Page 5 of 8 Page 4 224025-204 Invoice Number: 1946427 Chapter 11 Special Counsel Date Timekeeper Description Hours 09/18/18 Robert L. Eisenbach Analyze issues re stockholder solicitation 0.20 09/21/18 Robert L. Eisenbach Review press report re disclosure statement approval 09/30/18 Robert L. Eisenbach Review email from M. Minuti re plan voting 0.10 0.10 Task Total: 0.90 579.50 CORPORATE FINANCE 09/19/18 Robert L. Eisenbach Analyze issues re treatment of stockholders 0.40 Task Total: 0.40 452.00 PREPARATION FOR AND ATTENDANCE AT COURT HEARINGS 09/18/18 Robert L. Eisenbach Appear by telephone at disclosure statement hearing 0.30 Task Total: 0.30 339.00 REGULATORY COMPLIANCE 09/18/18 Brett D. White Analyze issues re Form 8-K filing requirements 09/19/18 Brett D. White Prepare Form 8-K filing 0.30 09/20/18 Brett D. White Filing of Form 8-K 0.10 09/25/18 Brett D. White Advice re prior public disclosures 0.10 0.10 09/25/18 Robert L. Eisenbach Exchange emails with M. English re regulatory compliance issues 09/26/18 Brett D. White Draft and send Form 12b-25 to client and printer 0.20 0.40 Task Total: 1.20 1,211.00 Total Fees $9,576.50 CL 01 00190
Case 17-12913-KJC Doc 500-2 Filed 10/22/18 Page 6 of 8 Page 5 224025-204 Invoice Number: 1946427 Chapter 11 Special Counsel 10% Fee Discount Subtotal Fees (957.65) $8,618.85 Fee Summary: Timekeeper Robert L. Eisenbach Brett D. White Lisette Sell Mollie N. Canby Rate 1130 985 910 255 Hours Total 4.80 5,424.00 1.00 985.00 2.50 2,275.00 3.50 892.50 Total: $8,618.85 CL 01 00190
Case 17-12913-KJC Doc 500-2 Filed 10/22/18 Page 7 of 8 October 8, 2018 Matthew English Chief Restructuring Officer Dex Liquidating Co. 7 West 41st Avenue - #245 San Mateo, CA 94403 ATTORNEYS AT LAW 101 California 5th floor San Francisco, CA 94111-5800 MAIN 415 693-2000 FAX 415 693-2222 www.cooley.com Taxpayer ID Number 94-1140085 Palo Alto, CA San Diego, CA Los Angeles, CA Broomfield, CO Seattle, WA New York, NY Reston, VA Washington, DC Boston, MA Shanghai, P. R. China Beijing, P. R. China London, United Kingdom 224025-204 Invoice Number: 1946427 Chapter 11 Special Counsel R E M I T T A N C E A D V I C E Please include this Remittance Advice with your payment For current services rendered through 9/30/2018-Invoice No. 1946427: Fees $ Total Due on Current Invoice.......................................... $ 8,618.85 8,618.85 Outstanding Balance from prior Invoices as of 10/8/2018 (May not reflect recent payments) Invoice Number Invoice Date Balance Late Charges Balance Due 1924186 8/15/2018 4,231.89 0.00 4,231.89 1936655 9/18/2018 26,216.10 0.00 26,216.10 Total Outstanding Balance from prior Invoices (Disregard if paid)......... $ 30,447.99 Total Amount Due on Current and Prior Invoices............................ $ 39,066.84 CL 01 00190
Case 17-12913-KJC Doc 500-2 Filed 10/22/18 Page 8 of 8 Page 2 224025-204 Invoice Number: 1946427 Chapter 11 Special Counsel Cooley LLP 101 California Street, 5th floor San Francisco, CA 94111-5800 Tax ID# 94-1140085 Payment may be made by wire transfer or ACH: Wells Fargo Bank - San Francisco, CA 94104 Account # 4129155206 ABA Routing # 121000248 Swift # WFBIUS6S When making electronic payments please provide invoice number(s) and send remittance advice to AR@cooley.com Invoices are due and payable upon receipt. Any unpaid balance after 30 days may accrue late charges. CL 01 00190