IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re BOY SCOUTS OF AMERICA, et al.,

Debtors.1

Chapter 11 Case No. 20-10343 (LSS) Jointly Administered Hearing Date: July 9, 2020, at 10:00 a.m. (ET) Objection Deadline: June 12, 2020, at 4:00 p.m. (ET)

FIRST INTERIM FEE APPLICATION OF MORRIS, NICHOLS, ARSHT & TUNNELL

LLP, AS BANKRUPTCY CO-COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION, FOR ALLOWANCE OF MONTHLY COMPENSATION AND FOR

MONTHLY REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED FOR THE PERIOD FEBRUARY 18, 2020 THROUGH APRIL 30, 2020

In accordance with the Order Establishing Procedures for Interim Compensation

and Reimbursement of Expenses for Retained Professionals (D.I. 341) (the “Compensation

Order”), Morris, Nichols, Arsht & Tunnell LLP (“Morris Nichols”) hereby submits its first

interim fee application request, as bankruptcy co-counsel for the above-captioned debtors and

debtors in possession (the “Debtors”), for allowance of monthly compensation and for monthly

reimbursement of all actual and necessary expenses incurred for the period of February 18, 2020,

through and including April 30, 2020 (the “Application Period”). Exhibits A, B, and C attached

hereto, contain certain schedules pursuant to the 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 (the “UST Guidelines”). In addition, Morris Nichols

respectfully states as follows to address the questions set forth under paragraph C.5 of the UST

Guidelines:

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal EIN, are as

follows: Boy Scouts of America (6300) and Delaware BSA, LLC (4311). The Debtors’ mailing address is 1325 West Walnut Hill Lane, Irving, Texas 75038.

Case 20-10343-LSS Doc 732 Filed 05/29/20 Page 1 of 8

2

a. Did you agree to any variations from, or alternatives to, your standard or customary billing rates, fees or terms for services pertaining to this engagement that were provided during the application period? If so, please explain. No.

b. If the fees sought in this fee application as compared to the fees budgeted for the time period covered by this fee application are higher by 10% or more, did you discuss the reasons for the variation with the client? The Debtors intend to work on developing a proposed budget for these cases. Morris Nichols does not anticipate that the fees sought in this application will be higher by 10% or more of any budget. The Debtors further anticipate that the budget will be prepared in advance of filing any second interim fee applications.

c. Have any of the professionals included in this fee application varied their hourly rate based on the geographic location of the bankruptcy case? No.

d. Does the fee application include time or fees related to reviewing or revising time records or preparing, reviewing, or revising invoices? (This is limited to work involved in preparing and editing billing records that would not be compensable outside of bankruptcy and does not include reasonable fees for preparing a fee application.). If so, please quantify by hours and fees. No. Morris Nichols reserves the right to seek such fees in subsequent applications.

e. Does this fee application include time or fees for reviewing time records to redact any privileged or other confidential information? If so, please quantify by hours and fees. No.

f. If the fee application includes any rate increases since retention: (i) Did your client review and approve those rate increases in advance? and (ii) Did your client agree when retaining the law firm to accept all future rate increases? If not, did you inform your client that they need not agree to modified rates or terms in order to have you continue the representation, consistent with ABA Formal Ethics Opinion 11–458? Not Applicable

Morris Nichols seeks approval for the following fee applications that were filed in

the Application Period:

Case 20-10343-LSS Doc 732 Filed 05/29/20 Page 2 of 8

3

Fee Application Filing Date, Docket No.

Period Covered By Application

Total Fees Requested

Total Expenses

Requested

Certification of No

Objection, Filing Date, Docket No.

Amount of Fees

Allowed/To be Allowed (80%)

Amount of Expenses

Allowed/To be Allowed

(100%)

Amount of Holdback

Fees Sought

4/16/2020 2/18/20-2/29/20

$177,605.00 $11,193.94 5/4/2020

$142,084.00 $11,193.94 $35,521.00 D.I. 446 D.I. 547

5/27/2020 3/1/20-3/31/20

$231,907.50 $7,205.25 Pending $185,526.00 $7,205.25 $46,381.50 D.I. 703

5/27/2020 4/1/20-4/30/20

$104,709.50 $4,204.58 Pending $83,767.60 $4,204.58 $20,941.90 D.I. 705

TOTAL     $514,222.00   $22,603.77      $411,377.60   $22,603.77   $102,844.40  

In accordance with the Compensation Order, Morris Nichols seeks interim

approval of the full amount of the fees and expenses requested in the above-referenced fee

applications and payment by the Debtors of the amounts requested in such fee applications in

full.

WHEREFORE, Morris Nichols respectfully requests that the Court approve the

full amount of fees and expenses requested in the above-referenced fee applications, payment by

the Debtors of the amounts requested in such fee applications in full, and such other and further

relief as is just and proper.

[Remainder of the Page Intentionally Left Blank]

Case 20-10343-LSS Doc 732 Filed 05/29/20 Page 3 of 8

4

Dated: May 29, 2020 Wilmington, Delaware

MORRIS, NICHOLS, ARSHT & TUNNELL LLP /s/ Paige N. Topper Derek C. Abbott (No. 3376) Andrew R. Remming (No. 5120) Eric W. Moats (No. 6441) Paige N. Topper (No. 6470) 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 425-4664 Email: dabbott@mnat.com

aremming@mnat.com emoats@mnat.com ptopper@mnat.com

– and – SIDLEY AUSTIN LLP Jessica C. K. Boelter (admitted pro hac vice) 787 Seventh Avenue New York, New York 10019 Telephone: (212) 839-5300 Email: jboelter@sidley.com – and – SIDLEY AUSTIN LLP Thomas A. Labuda (admitted pro hac vice) Michael C. Andolina (admitted pro hac vice) Matthew E. Linder (admitted pro hac vice) One South Dearborn Street Chicago, Illinois 60603 Telephone: (312) 853-7000 Email: tlabuda@sidley.com

mandolina@sidley.com mlinder@sidley.com

CO-COUNSEL AND PROPOSED COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION

Case 20-10343-LSS Doc 732 Filed 05/29/20 Page 4 of 8

5

CUMULATIVE COMPENSATION SUMMARY BY PROFESSIONAL

BOY SCOUTS OF AMERICA (Case No. 20-10343 (LSS))

February 18, 2020 through April 30, 2020

Name of Professional Position of the Applicant, Area of Expertise, Number of Years in that Position, Year of Obtaining License

Hourly Billing Rate

Total Billed Hours

Total Compensation

to Practice

Judson R. Scaggs, Jr. Partner/Corporate Litigation. Partner since 1997. Joined firm as an associate in 1990. Member of the DE Bar since 1989.

1,025 0.8 820.00

Derek C. Abbott Partner/Bankruptcy. Partner since 2003. 925 99.5 92,037.50 Joined firm as an associate in 1995. Member of the DE Bar since 1995.

Donna Culver Partner/Bankruptcy. Partner since 2003. Joined firm as an associate in 1995. Member of the DE Bar since 1995.

875 13.1 11,462.50

Andrew R. Remming Partner/Bankruptcy. Partner since 2016. Joined firm as an associate in 2008. Member of the DE Bar since 2008.

800 110.3 88,240.00

Matthew B. Harvey Partner/Bankruptcy. Partner since 2020. Joined firm as associate from 2008 to Sept. 2013; rejoined the firm as an associate in Nov. 2014. Member of the DE Bar since 2008.

750 1.0 750.00

Tamara K. Mann Associate/Bankruptcy. Joined the firm as an associate in 2011. Member of the DE Bar since 2011.

685 8.2 5,617.00

Joseph C. Barsalona II Associate/Bankruptcy. Joined the firm as an associate in 2018. Member of the NJ Bar since 2012. Member of the DE Bar since 2015.

665 95.1 63,241.50

Eric Moats Associate/Bankruptcy. Joined the firm as an associate in 2017. Member of the DE Bar since 2017.

535 179.7 96,139.50

Paige N. Topper Associate/Bankruptcy. Joined the firm as an associate in 2017. Member of the DE Bar since 2017.

510 131.3 66,963.00

Case 20-10343-LSS Doc 732 Filed 05/29/20 Page 5 of 8

6

Name of Professional Position of the Applicant, Area of Expertise, Number of Years in that Position, Year of Obtaining License

Hourly Billing Rate

Total Billed Hours

Total Compensation

to Practice

Taylor M. Haga Associate/Bankruptcy. Joined the firm as an associate in 2018. Member of the DE Bar since 2018.

475 68.6 32,585.00

Aubrey J. Morin Associate/Corporate Litigation. Joined the firm as an associate in 2018. Member of the DE Bar since 2018.

475 1.0 475.00

Andrew Workman Associate/Bankruptcy. Joined the firm as an associate in 2019. Member of the DE Bar since 2019.

435 0.9 391.50

Joseph Halsey Associate/Bankruptcy. Joined the firm as an associate in 2019. Member of the DE Bar since 2019.

435 1.8 783.00

A. Gage Whirley Associate/Corporate Litigation. Joined the firm as an associate in 2019. Member of the DE Bar since 2019.

435 1.2 522.00

Desiree M. Vale Paralegal 335 6.1 2,043.50

Glenn W. Reimann Paralegal 335 106.0 35,510.00

Megan Leyh Paralegal 335 12.0 4,020.00

Emily Malafronti Paralegal 335 23.0 7,705.00

Byron Poland Litigation Support 325 0.2 65.00

Theresa M. Naimoli Legal Assistant 315 12.2 3,843.00

Mary C. Hall Legal Assistant 315 0.8 252.00

Billie M. Springart Legal Assistant 315 1.9 598.50

Cherie Hare Legal Assistant 315 0.5 157.50

Total 587.55 875.2 $514,222.00

GRAND TOTAL: $514,222.00

BLENDED RATE: $587.55

ATTORNEY BLENDED RATE: $645.65

Case 20-10343-LSS Doc 732 Filed 05/29/20 Page 6 of 8

7

CUMULATIVE COMPENSATION BY PROJECT CATEGORY BOY SCOUTS OF AMERICA

(Case No. 20-10343 (LSS)) February 18, 2020 through April 30, 2020

Project Category Total Hours Total Fees

Case Administration 103.4 49,753.50

Asset Dispositions/363 Sales 0.5 386.50

Automatic Stay Matters 76.4 47,032.50

Creditor Communications and Meetings 36.4 26,042.50

Fee Applications (MNAT - Filing) 7.8 3,492.50

Fee Applications (Others - Filing) 12.1 7,120.00

Executory Contracts/Unexpired Leases 15.6 8,797.00

Other Contested Matters 38.7 25,459.00

Employee Matters 5.9 3,416.50

Financing Matters/Cash Collateral 47.2 32,289.00

Tax Matters 5.1 2,720.00

Utility Matters 4.4 2,444.00

Vendor/Supplier Matters 7.0 4,020.50

Court Hearings 193.9 106,208.50

Claims Objections and Administration 8.9 4,925.50

Plan and Disclosure Statement 3.0 1,982.50

Litigation/Adversary Proceedings 99.8 64,588.50

Professional Retention (MNAT - Filing) 28.8 14,835.00

Professional Retention (MNAT - Objections) 6.6 3,330.00

Professional Retention (Others - Filing) 65.9 35,898.50

Professional Retention (Others - Objections) 28.4 17,678.00

General Case Strategy 63.8 43,516.50

Schedules/SOFA/U.S. Trustee Reports 15.6 8,285.50

TOTAL 875.2 $514,222.00

Case 20-10343-LSS Doc 732 Filed 05/29/20 Page 7 of 8

8

CUMULATIVE EXPENSE SUMMARY

BOY SCOUTS OF AMERICA (Case No. 20-10343 (LSS))

February 18, 2020 through April 30, 2020

Expense Category Total Expenses

Pacer 1,044.00

In-House Printing - black & white 2,256.20

In-House Printing - color 1,373.60

In-House Duplicating 1,854.20

In-House Duplicating - color 880.00 Photos/Art/Spec Duplicating-Out of Office 3,807.20

Courier/Delivery Service 391.72

Meals 2,739.71

Conference Calls 2,270.07

Court Costs 597.00

Transcripts 3,441.70

Secretarial Overtime 183.27

Computer Research - Westlaw 305.33

Use of Facilities/Equipment 1,098.00

Messenger Service 40.00 Supplemental Tech Trial Support Services 115.41

Computer Research - Westlaw 189.57

Support Staff Overtime 16.79

Grand Total Expenses $22,603.77

Case 20-10343-LSS Doc 732 Filed 05/29/20 Page 8 of 8

EXHIBIT A

Customary and Comparable Compensation Disclosures

Case 20-10343-LSS Doc 732-1 Filed 05/29/20 Page 1 of 2

2

Morris Nichols’s hourly rates for bankruptcy services are comparable to the hourly rates charged in complex chapter 11 cases by comparably skilled bankruptcy attorneys. In addition, Morris Nichols’s hourly rates for bankruptcy services are comparable to the rates charged by Morris Nichols, and by comparably skilled practitioners in other firms, for complex corporate and litigation matters, whether in court or otherwise, regardless of whether a fee application is required.

The blended hourly rate for all Morris Nichols timekeepers who worked on these cases is

approximately the same as the firm’s blended rate for all timekeepers over a Comparable Period (defined below). In particular, the blended hourly rate for all Morris Nichols timekeepers (including both professionals and paraprofessionals) who billed to matters excluding chapter 11 representations (collectively, the “Non-Chapter 11 Matters”)1 during the 12-month period beginning April 30, 2019 and ending on April 30, 2020 (the “Comparable Period”) was, in the aggregate, approximately $639.99.2 By comparison, the blended hourly rate for all Morris Nichols timekeepers (including both professionals and paraprofessionals) who worked on this case during the Application Period was, in the aggregate, $587.55.

The following table shows blended hourly rates by category of professional and

paraprofessional (rounded to the nearest dollar):

Position at Morris Nichols Blended Hourly Rate for Application Period

Blended Hourly Rate Non-Chapter 11 Matters

Partner $860 $836 Associate $547 $492 Paralegal/Legal Assistant $333 $280

1 It is the nature of Morris Nichols’s practice that certain non-bankruptcy engagements require the advice and

counsel of professionals and paraprofessionals who work primarily within Morris Nichols’s Business Reorganization and Restructuring Group. Accordingly, Non-Chapter 11 Matters consist of matters for which Morris Nichols timekeepers represented a client in a matter other than court-approved chapter 11 representations. The Non-Chapter 11 Matters include time billed by Morris Nichols timekeepers who work within Morris Nichols’s Business Reorganization and Restructuring Group.

2 Morris Nichols calculated the blended rate for Non-Chapter 11 Matters by dividing the total dollar amount billed by Morris Nichols timekeepers to Non-Chapter 11 Matters during the Comparable Period by the total number of hours billed by such Morris Nichols timekeepers to Non-Chapter 11 Matters during the same period.

Case 20-10343-LSS Doc 732-1 Filed 05/29/20 Page 2 of 2

Exhibit B

Interim Application Summary

Cover Sheet of Fee Application (UST Guidelines Exh. E)

Case 20-10343-LSS Doc 732-2 Filed 05/29/20 Page 1 of 3

2

Interim Application Summary

Name of Applicant Morris, Nichols, Arsht & Tunnell LLP

Name of Client BOY SCOUTS OF AMERICA

Time period covered by Interim Application February 18, 2020 through April 30, 2020

Total compensation sought during Application Period

$514,222.00

Total expenses sought during Application Period

$22,603.77

Petition Date February 18, 2020

Retention Date April 6, 2020, nunc pro tunc to February 18, 2020

Date of order approving employment April 6, 2020

Total allowed compensation paid to date $142,084.00

Total allowed expenses paid to date $11,193.94

Total compensation approved by interim order to date

$0.00

Total expenses approved by interim order to date

$0.00

Blended rate in the Interim Application for all partners

$860.30

Blended rate in the Interim Application for all attorneys

$645.65

Blended rate in the Interim Application for all timekeepers

$587.55

Compensation sought in the Interim Application already paid pursuant to a monthly compensation certificate but not yet allowed

$142,084.00

Case 20-10343-LSS Doc 732-2 Filed 05/29/20 Page 2 of 3

3

Expenses sought in the Interim Application already paid pursuant to a monthly compensation certificate but not yet allowed

$11,193.94

Number of professionals included in Interim Application

23

If applicable, number of professionals in the Interim Application not included in staffing plan approved by client

11

If applicable, difference between fees budgeted and compensation sought for the Application Period

N/A

Number of professionals billing fewer than 15 hours to the case during the Application Period

15

Are any rates higher than those approved or disclosed at retention

No

Case 20-10343-LSS Doc 732-2 Filed 05/29/20 Page 3 of 3

Exhibit C

Staffing Plan

Case 20-10343-LSS Doc 732-3 Filed 05/29/20 Page 1 of 2

2

Application Period Staffing Plan

Category of Timekeeper

Number of Timekeepers Expected to Perform Work Across Matters During the

Budget Period

Number of Timekeepers

Actually Performing Work During the Budget

Period

Projected Average Hourly Rate

Actual Average Hourly Rate

Partner 4 5 $906.25 $860.30

Associate 5 9 $532.00 $546.78

Special Counsel 0 0 $0 $0

Other Professionals 3 9 $328.30 $333.09

Case 20-10343-LSS Doc 732-3 Filed 05/29/20 Page 2 of 2