IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN ...

[Pages:41]Case 18-33967-bjh11 Doc 2693 Filed 04/28/20 Entered 04/28/20 12:11:35 Page 1 of 41

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

In re:

Senior Care Centers, LLC, et al.,

Debtor. /

Chapter 11 Case No. 18-33967-BJH-11 (Jointly Administered)

COVER SHEET FOR THE FINAL FEE APPLICATION OF WALLER LANSDEN DORTCH & DAVIS LLP, COUNSEL TO PATIENT CARE

OMBUDSMAN, FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED

First Interim Fee Application of Capacity: Application Period: Bankruptcy Petition Filed on: Date of Entry of Retention Order:

Waller Lansden Dortch & Davis LLP Attorneys for Martin I. Kalish, Patient Care Ombudsman November 1, 2019 to February 29, 2020 December 4, 2018 February 25, 2019

Amount Requested:

Fees:

$1,522.40

Expenses:

$42.50

Total:

$1,564.90

Reductions: Voluntary Fee Reductions: Expense Reduction: Total Reductions:

$956.00 None $956.00

Amounts paid pursuant to Compensation Procedures Order, but not yet allowed

Fees (100%):

$0.001

Expenses (100%):

$0.00

1 Waller has not received any payments to date for this Application Period. On July 19, 2019, the Court entered the Order Resolving Order to Show Cause Regarding the Discharge of Patient Care Ombudsman [Doc. 1563] entered July 19, 2019 (the "July 19 Order"). The July 19 Order further states that, beginning with July 2019 and continuing through the end of the month during which a plan of reorganization is confirmed, the Ombudsman and his professionals may be paid 100% of their fees and expenses on a monthly basis, subject to a monthly cap of $30,000 for the Ombudsman and his professionals combined.

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Draw Down Request: Retainer Received Previous Draw Down(s) Remaining Retainer (now) Requested Draw Down Retainer Remaining (after) Amount Still Owed After Draw Down

$0.00 N/A $0.00 $0.00 $0.00

$21,869.34

Expense Detail: COPIES ($0.20/B&W page, $0.30/color page) OUTSIDE PRINTING (includes copies, mailout services and postage) TELEPHONE (long distance, conference calls and CourtCall charges) ONLINE RESEARCH (LexisNexis, Westlaw, etc.) DELIVERY SERVICES/COURIERS POSTAGE OUT-OF-TOWN TRAVEL:

Hotel Meals Ground Transportation (includes parking fees and mileage) COURT FEES

DOCUMENTS/RECORDS TOTAL

$42.50 $0.00 $0.00 $0.00 $0.00 $0.00

$0.00 $0.00 $0.00 $0.00 $0.00 $42.50

Hourly Rates

Attorney

Highest Billed Rate: Total Hours Billed Total Hours Not Billed Blended Rate:

Overall Blended Rate: $155.35

$484/hour 1.4 2.0

$323.20

Paralegal

$140/hour 6.4 0.0

$136.88

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WALLER LANSDEN DORTCH & DAVIS LLP

Morris D. Weiss Texas Bar No. 21110850 100 Congress Ave., Suite 1800 Austin, Texas 78701 Telephone: (512) 685-6400 Facsimile: (512) 685-6417 Email: morris.weiss@

Counsel for the Patient Care Ombudsman

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

In re:

Senior Care Centers, LLC, et al.1

Chapter 11 Case No. 18-33967-BJH-11

Debtors.

(Jointly Administered)

/

FINAL FEE APPLICATION OF WALLER LANSDEN DORTCH & DAVIS LLP, COUNSEL TO PATIENT CARE OMBUDSMAN, FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED

AND REIMBURSEMENT OF EXPENSES INCURRED

NO HEARING WILL BE CONDUCTED HEREON UNLESS A WRITTEN RESPONSE IS FILED WITH THE CLERK OF THE UNITED STATES BANKRUPTCY COURT AT 1100 COMMERCE ST., DALLAS, TEXAS 75242 BEFORE CLOSE OF BUSINESS ON MAY 22, WHICH IS AT LEAST 24 DAYS FROM THE DATE OF SERVICE HEREOF.

ANY RESPONSE SHALL BE IN WRITING AND FILED WITH THE CLERK, AND A COPY SHALL BE SERVED UPON COUNSEL FOR THE MOVING PARTY PRIOR TO THE DATE AND TIME SET FORTH HEREIN. IF A RESPONSE IS FILED A HEARING MAY BE HELD WITH NOTICE ONLY TO THE OBJECTING PARTY.

TO THE HONORABLE BARBARA J. HOUSER, CHIEF UNITED STATES BANKRUPTCY JUDGE:

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification

number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases, and (II) Granting Related Relief [Docket No. 569] and may also be found on the Debtors' claims agent's website at . The location of the Debtors' service address is 600 North Pearl Street, Suite 1100, Dallas, Texas 75201.

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The Firm of Waller Lansden Dortch & Davis LLP ("Waller" or "Applicant"), counsel to Martin I. Kalish M.D., CEO of Quality of Care Solutions, LLC ("Dr. Kalish"), the duly appointed Patient Care Ombudsman in this Chapter 11 case (the "Ombudsman") in the abovecaptioned chapter 11 cases, submits its Final Application for Allowance of Compensation for Services Rendered and Reimbursement for Expenses Incurred ("Application") and hereby requests: (i) final approval of fees earned in the amount of $1,522.40 and expenses incurred in the amount of $42.50, totaling $1,564.90, for the period from November 1, 2019 to February 29, 2020 (the "Application Period"); (ii) final approval of fees earned in the amount of $25,239.10 and expenses incurred in the amount of $787.65 by Waller, totaling $26,026.75, previously approved on an interim basis for the periods from January 2, 2019 through October 31, 2019, and any payments received to date; and (iii) authority to receive payment by payments from the Debtors of amounts not yet received. The Fee Application Cover Sheet, created pursuant to Rule 2016(c)(1) of the Local Bankruptcy Rules and Appendix F to the Local Rules (Guidelines for Compensation and Reimbursement of Professionals in Chapter 11 Cases) (the "Local Fee Guidelines"), is attached hereto preceding this Application. As detailed in Exhibits A through E attached hereto, created pursuant to Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 by Attorneys in Larger Chapter 11 Cases established by the United States Trustee Program (the "UST Guidelines"), Waller has expended 9.8 hours in this representation of the Ombudsman. In support thereof, Waller respectfully states and represents:

NARRATIVE SUMMARY 1. On or about December 4, 2018 (the "Petition Date"), the Debtor Senior Care Centers, LLC et al, (the "Debtors") filed a voluntary petition for relief under Chapter 11 of the

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Title 11 United States Code (the "Bankruptcy Code"). The Debtor is a "health care business"

pursuant to 11 U.S.C. ? 101(27)(A).

2. On December 31, 2018, the Court entered its Order Directing the Appointment of a Patient Care Ombudsman [Doc. 233] in accordance with Bankruptcy Code ?333.

3. On January 2, 2019, the Assistant United States Trustee contacted Dr. Kalish and informed him he had been appointed by the United States Trustee as the Ombudsman.

4. On January 7, 2019, the United States Trustee filed its Notice of Appointment of

Patient Care Ombudsman Under 11 U.S.C. ? 333 appointing Dr. Kalish as the Ombudsman.

(Doc. 261). 5. On January 10, 2019, the Ombudsman filed his Application for Employment of

(1) Frank R. Terzo, Esq. and Nelson Mullins Riley and Scarborough LLP ("Nelson Mullins") and (2) Waller Lansden Dortch & Davis, LLP [Doc. 305] (the "Original Application") from January 2, 2019. At the request of the U.S. Trustee's office, the Application was amended to separate the Ombudsman's requests to employ Nelson Mullins [Doc. 449] and Waller [Doc. 461] (the "Waller Application").

6. On February 25, 2019, upon consideration of that application, together with the supporting affidavit, this Court entered an order approving the Ombudsman's selection of Waller [Doc. 567] (the "Retention Order"), a copy of which is attached hereto as Exhibit F. Pursuant to the Retention Order and Local Rules, Waller has served as the Ombudsman's counsel since January 2, 2019 (the "Retention Date"), and has submitted its monthly fee statements for January and February 2019 to the required parties listed in the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Doc. 391] (the "Compensation Procedures Order", and hereby applies for approval and payment of its fees

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and expenses in accordance with 11 U.S.C. ?? 330 and 331, the Bankruptcy Rules, the Local

Rules, and the Guidelines for Reviewing Applications for Compensation and Reimbursement of

Expenses Field under 11 U.S.C. ? 330 by Attorneys in Larger Chapter 11 Cases, Issued by the

Executive Office of the United States Trustee (the "UST Guidelines").

7. Waller has not received a retainer in connection with its representation of the

Ombudsman.

8. Previous Fee Applications. Three prior application for compensation of fees and

reimbursement of expenses have been filed by Waller:

a. The first filed on April 1, 2019 [Doc. 813] (the "First Interim Application2"), requesting fees earned in the amount of $9,481.00 and expenses incurred in the amount of $382.07, totaling $9,863.07 for the period from January 2, 2019 to February 28, 2019. On June 6, 2019, the Court entered an order that, among other things, allowed in part and denied in part the First Interim Fee Applications of the Ombudsman, Nelson Mullins and Waller [Doc. 1279] (the "First Interim Application Order"). The First Interim Application Order stated that the Ombudsman, Nelson Mullins and Waller were collectively allowed, on an interim basis, fees and expenses in the amount of $30,000 for each of January and February 2019 (to be divided in any way agreed by the Ombudsman and his professionals, or on a pro rata basis, if no agreement is reached), and all other fees and expenses requested in the First Interim Applications were denied3;

b. The second filed on July 30, 2019 [Doc. 1656] (the "Second Interim Application"), requesting fees earned in the amount of $11,352.50 and expenses incurred in the amount of $263.24, totaling $11,615.74 for the period from March 1, 2019 to June 30, 2019, which was approved by the Court on October 7, 2019 [Doc. 1987] (the "Second Interim Application Order"); and

c. The third filed on December 2, 2019 [Doc. 2297] (the "Third Interim Application"), requesting fees earned in the amount of $4,405.60 and expenses incurred in the amount of $142.34, totaling $4,547.94 for the

2 On April 29, 2019, Waller filed a Supplement [Doc. 1016] to the First Interim Application to address the comments and objections of the United States Trustee. The supplement did not alter any of the amounts requested in the First Interim Application. 3 The First Interim Application Order further stated that the Ombudsman, Nelson Mullins and Waller were to be collectively paid an amount not to exceed $30,000 for each of the months of March and April 2019.

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period from July 1, 2019 to October 31, 2019, which was approved by the Court on January 31, 2020 [Doc. 2517] (the "Third Interim Application Order"). 9. As of the date of this Application, Applicant has been paid a total of $5,722.31. 10. For Waller's representation of the Ombudsman during this Application Period, the Application requests fees on an overall blended hourly rate of $155.35. As indicated on the Customary and Comparable Compensation Disclosures with Fee Applications, attached hereto as Exhibit A, the Austin office of the firm of Waller billed at a blended hourly rate of $375.86 on non-bankruptcy matters during the year 2019. Information on each of the professionals and paraprofessionals involved in the representation in this case, including their hourly rates and fees and hours billed for this application, are listed on the Summary of Timekeepers Included in this Fee Application, attached hereto as Exhibit B. 11. The hourly billing rates listed on Exhibit B reflect at 20% discount off the standard hourly rates charged by the Waller timekeepers, as required by the Order Resolving Order to Show Cause Regarding the Discharge of Patient Care Ombudsman [Doc. 1563] entered July 19, 2019 (the "July 19 Order"). The July 19 Order further states that, beginning with July 2019 and continuing through the end of the month during which a plan of reorganization is confirmed, the Ombudsman and his professionals may be paid 100% of their fees and expenses on a monthly basis, subject to a monthly cap of $30,000 for the Ombudsman and his professionals combined. 12. The July 19 Order further states that: Any fees and expenses in excess of the Cap shall only be paid from the cash collateral of CIBC Bank, N.A., as Administrative Agent, if they are contained in a budget approved in accordance with this Court's Final Order (I) Authorizing the Use of Cash Collateral, (II) Granting Adequate Protection, (III) Modifying the Automatic Stay, and (IV) Granting Related Relief [Docket No. 1475].

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Waller acknowledges that any fees approved by the Court shall not be paid for with funds constituting the cash collateral of Love Funding Corporation.

13. The Ombudsman has reviewed the monthly fee statements requesting fees and expenses and has approved the amounts requested herein.

14. This Application covers the period from November 1, 2019 through February 29, 2020.4

15. Waller's monthly fee statements for November and December 2019 and January and February 2020 have been submitted to the parties required by the Compensation Procedures Order. A summary of all of Waller's monthly statements is attached hereto as Exhibit G, and the statements for this Application Period are attached hereto as Exhibits H, I, J and K.

16. During the Application Period, Waller did not bill for 2.0 hours of Morris Weiss' time. If such entries had been billed, the fees for those entries would have totaled $956.00. Since the Retention Date, Waller has not billed for a total of 68.7 hours of Morris Weiss and Evan Atkinson's time. If all such entries had been billed, the fees for those entries would have totaled $35,342.50.

CASE STATUS 17. A background of the case is set forth in the Declaration of Kevin O'Halloran, Chief Restructuring Officer of Senior Care Centers, LLC, in Support of Chapter 11 Petitions and First Day Pleadings [Doc. 25] and is incorporated herein by reference.

4 The Application does not request approval of fees or expenses incurred after that date.

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