In re: Chapter 11 NSC WHOLESALE HOLDINGS LLC, Case No. 18

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: NSC WHOLESALE HOLDINGS LLC, et al.,1 Debtors.

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Chapter 11 Case No. 18-12394 (KJC) Jointly Administered Objection Deadline: April 16, 2019 at 4:00 p.m. Hearing Date: May 1, 2019 at 11:00 a.m.

SUMMARY COVER SHEET TO THE FIRST AND FINAL APPLICATION OF SSG

ADVISORS, LLC, INVESTMENT BANKER TO THE DEBTORS, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD

OF OCTOBER 24, 2018 THROUGH NOVEMBER 30, 2018

Name of Applicant: SSG Advisors, LLC

Authorized to Provide Professional Services to: Debtors and Debtors-in-Possession

Date of Retention: Nunc Pro Tunc to October 24, 2018

Period for which compensation and reimbursement is sought:

October 24, 2018 through November 30, 2018

Amount of Compensation sought as actual, reasonable and necessary:

$75,000.00

Amount of Expense Reimbursement sought as actual, reasonable and necessary:

$135.00

TOTAL FEES AND EXPENSES $75,135.00

This is a(n): ____ monthly ___ interim X final application.

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

number, are: NSC Wholesale Holdings LLC (6210); National Wholesale Liquidators of Lodi, Inc. (4301); NSC Realty Holdings LLC (4779); NSC of West Hempstead, LLC (5582); Top Key LLC (7503); BP Liquor LLC (2059); and Teara LLC (8660). The Debtors’ mailing address is 111 Hempstead Turnpike, West Hempstead, NY 11552.

Case 18-12394-KJC Doc 446 Filed 03/26/19 Page 1 of 10

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This is SSG Advisors, LLC's first and final fee application in this case.

Period Covered

Fees Expenses Total

10/24/2018 – 11/30/2018

$25,000.00 $135.00 $25,135.00

11/30/2018 $50,000.00 $0.00 $50,000.00

TOTAL: $75,000.00 $135.00 $75,135.00


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FIRST AND FINAL APPLICATION OF SSG ADVISORS, LLC, INVESTMENT

BANKER TO THE DEBTORS, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD

OF OCTOBER 24, 2018 THROUGH NOVEMBER 30, 2018

Pursuant to §§ 105, 327(a), 328(a), 330, 331, and 1107 of Title 11 of the United States

Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) and Rule 2014 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), SSG Advisors, LLC (“SSG”

or “Applicant”), investment banker to the debtors and debtors-in-possession (the “Debtors”) in

the above-captioned chapter 11 cases (the “Chapter 11 Cases”), hereby applies (this

“Application”) to the Court for the allowance of compensation for services rendered and

reimbursement of expenses incurred in the amount of $75,135.00. The requested compensation

consists of a Sale Fee of $50,000.00 (net of a credit for Monthly Fees previously paid), Monthly

Fees of $25,000.00 and an expense reimbursement of $135.00 for the period commencing

October 24, 2018 through and including November 30, 2018 (the “Application Period”), with

respect to its services as investment banker to the Debtors. In support of this Application, SSG

represents as follows:




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Jurisdiction

1. The United States Bankruptcy Court for the District of Delaware (the “Court”)

has jurisdiction to consider the Application pursuant to 28 U.S.C. §§ 157 and 1334 and the

Amended Standing Order of Reference from the United States District Court for the District of

Delaware, dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. §

157(b), and SSG confirms its consent pursuant to Rule 9013-1(f) of the Local Rules of

Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”) to the entry of a final order by the Court in connection with this

Application to the extent that it is later determined that the Court, absent consent of the parties,

cannot enter final orders or judgments in connection herewith consistent with Article III of the

United States Constitution.

2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory predicates for the relief requested herein are sections 105(a), 327(a),

328(a) and 1107 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules

2014-1 and 2016-2 (the “Local Rules”).

Background

4. On October 24, 2018 (the “Petition Date”), each Debtor commenced with this

Court a voluntary case under chapter 11 of the Bankruptcy Code. The Debtors continue to

operate their businesses and manage their properties as debtors in possession pursuant to sections

1107(a) and 1108 of the Bankruptcy Code.

5. A detailed description of the Debtors’ businesses and operations, and the events

leading to the commencement of these Chapter 11 Cases, is provided in the Declaration of Mark

Samson in Support of Chapter 11 Petitions and Requests for First Day Relief [D.I. 2].


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6. On October 26, 2018, the Debtors filed the Debtors' Application for Entry of an

Order Authorizing (I) the Employment and Retention of SSG Advisors, LLC as Investment

Banker to the Debtors Nunc Pro Tunc to the Petition Date and (II) a Waiver of Compliance with

Certain Requirements of Local Rule 2016-2 [D.I. 53] (the "Retention Application"), seeking to

retain SSG as investment banker to the Debtors pursuant to the terms of an engagement letter

dated October 6, 2018 (the "SSG Engagement Letter"). A true and correct copy of the SSG

Engagement Letter is attached hereto and made a part hereof as Exhibit A. The Court entered an

Order approving the Retention Application pursuant to the terms of the SSG Engagement Letter

on November 14, 2018 [D.I. 168], a copy of which is attached hereto and made a part hereof as

Exhibit B.

7. On November 11, 2018, the Court entered the Order Establishing Procedures for

Interim Compensation and Reimbursement of Expenses of Professionals [D.I. 159] (the

“Compensation Order”), which sets forth the procedures for interim compensation and

reimbursement of expenses for professionals in these Chapter 11 Cases.

8. The Debtors and SSG conducted an extensive pre-petition and post-petition

marketing process. These efforts commenced immediately after October 6, 2018, when the

Debtors retained SSG as their investment banker to explore strategic alternatives, including a

sale or financial restructuring.

9. Following the Petition Date, SSG continued to contact and follow-up with all

parties that were contacted pre-petition as well as contact additional parties that learned about the

transaction after the filing. In addition to conducting meetings and calls as requested, the Debtors'

management also provided updated financial statements and responses to due diligence requests

as received. SSG continued to follow-up proactively with interested parties to provide updates on

the sale process and facilitate diligence in anticipation of the proposed bid deadline and auction.


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10. As a result of these marketing efforts, five (5) qualified bids, each for a subset of

the assets, were received by the bid deadline. The net cash consideration proposed by these

offers varied in range and was subject to the terms and conditions of each bid. In addition, the

landlords for three of the Debtors’ locations submitted offers to acquire or terminate their

respective leases.

11. In accordance with the Bid Procedures Order, on November 28, 2018, the Debtors

held an auction ("Auction") for bidders to purchase all or a portion of the assets.

12. The Debtors and their advisors determined that auctioning off the assets in lots and

as individual assets would be the best way to maximize value during the Auction. Following the

close of the Auction and after negotiating at arm’s length and in good faith with potential

purchasers, the Debtors (after discussion with their advisors) determined in their business

judgment that MAS Wholesale Holdings, LLC was deemed to have submitted the highest and

best offer for the sale of store leases for the Philadelphia, PA and Bay Parkway (Brooklyn, NY)

locations, all intellectual property, and certain other personal property located at and used in

connection with the stores; River Drive Construction Corp. was deemed to have submitted the

highest and best offer for the sale of the Flushing, NY store location; Jackson Retail LLC was

deemed to have submitted the highest and best offer for the sale of the Long Island City, NY and

Massapequa, NY locations; and A&A Wholesale Holdings, LLC was deemed to have submitted

the highest and best offer for the sale of the Rosedale, NY store location, the Edison, NJ

warehouse, the Co-Op store location (Bronx, NY), and the sublease with Watermark Beauty.

13. On November 29, 2018, the Court entered orders approving the sales of certain

assets (collectively the “Sale Orders”) pursuant to the respective purchase and sale agreements.

The sales closed on November 30, 2018.


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14. Specifically, the investment banking services rendered by SSG during the

Application Period included, but were not limited to, the following:

Prepare an information memorandum describing the Debtors, their historical performance and prospects, including existing contracts, marketing and sales, labor force, management, financial projections involving starting up the business;

Assist the Debtors in compiling a data room of any necessary and appropriate documents related to the sale;

Assist the Debtors in developing a list of suitable potential buyers who will be contacted on a discreet and confidential basis after approval by the Company and update and review such list with the Company on an on-going basis;

Coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum;

Assist the Debtors in coordinating site visits for interested buyers and work with the management team to develop appropriate presentations for such visits;

Solicit competitive offers from potential buyers;

Advise and assist Debtors in structuring the sale and negotiating the transaction agreements; and

Otherwise assisting the Debtors and their professionals, as necessary, through closing.

15. In connection with the Sale, SSG contacted 141 different potential bidders, 23 of

whom executed non-disclosure agreements. SSG regularly updated the Debtors and their other

advisors as well as the secured lender and its advisors on the status of marketing efforts,

discussion with bidders, and other related items. Ultimately, SSG’s efforts resulted in the

consummation of the sales to multiple buyers, for the benefit of the Debtors and their estates.

16. SSG summarized the tasks that it performed during these Chapter 11 Cases. The

summary is not intended to be a detailed description of the work performed but merely a

guideline offered to the Court and other interested parties with respect to the services performed


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by SSG during these Chapter 11 Cases. Day-to-day services and the time expended in

performing such services during the Application Period are fully set forth in the timesheets

attached hereto and made a part hereof as Exhibit C.

17. SSG's professionals working full time on this assignment were:

J. Scott Victor – Managing Director

Teresa C. Kohl – Managing Director

Michael J. Gorman – Director

Matthew J. Arden – Vice President

Joel R. Julio – Analyst

Relief Requested

18. By this Application, SSG seeks final allowance for (a) compensation for services

rendered from October 24, 2018 through November 30, 2018 in the total amount of $75,000.00,

and (b) reimbursement for certain expenses incurred during the Application Period, in the

amount of $135.00, a summary of which is attached hereto and made a part hereof as Exhibit D.

19. Pursuant to the Court’s order granting the Retention Application, the Court

approved the following fee and expense structure set forth in the SSG Engagement Letter (the

“Fee and Expense Structure”):

a. Monthly Fees. Monthly fees of $25,000 per month (the “Monthly Fees”) payable on the 15th day of each month beginning October 15, 2018.

b. Success Fee.

Sale Fee. Upon the consummation of a Sale Transaction to any party, SSG shall be entitled to a fee (the “Sale Fee”), payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Sale, equal to the amounts set forth below: o 8% of Total Consideration (as such term is defined in the SSG

Engagement Letter) for the sale of 1 store o 7% of Total Consideration for the sale of 2 stores o 6% of Total Consideration for the sale of 3 stores


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o The greater of $350,000 or 4.0% of Total Consideration for the sale of 4 stores or more

Notwithstanding the foregoing, in the event that the Debtors determine to terminate the Sale process and move to a liquidation of their assets, then SSG’s Sale Fee shall be $150,000

c. In addition to the fees described above, the Debtors agree to reimburse

SSG for all of SSG’s reasonable out-of-pocket expenses incurred in connection with the subject matter of the Engagement Agreement.

20. The consummation of the Sale to the Buyers resulted in SSG being entitled to a

Sale Fee in the amount of $150,000.00, less a credit for the Monthly Fees paid pre-petition and

post-petition in the ordinary course totaling $100,000.00, for a net Sale Fee of $50,000.00.

21. During the Application Period, SSG was also entitled to Monthly Fees totaling

$25,000 for November 2018 and incurred reasonable out-of-pocket expenses in the amount of

$135.00. The Monthly Fees were paid to SSG post-petition in the ordinary course.

22. Accordingly, SSG requests that the Court approve: (i) the net Sale Fee in the

amount of $50,000.00, (ii) the Monthly Fees totaling $25,000.00, (iii) reimbursement of SSG’s

reasonable and necessary expenses in the amount of $135.00 and (iv) the Debtors payment of

such amounts to SSG.

Compliance with Guidelines

23. The Applicant believes that this Application substantially complies with the Local

Rules and the U.S. Trustee guidelines for fee applications. To the extent there has not been

material compliance with any particular guidelines or rules, the Applicant respectfully requests a

waiver of such guidelines or rules.

24. This is the Applicant's First and Final Application pursuant to sections 330 and

331 of the Bankruptcy Code for allowance of fees and reimbursement of expenses in this case.

The Applicant has made no prior or other application to this or any other Court for the relief

requested herein.


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25. In accordance with Local Rule 2016-2(f), the undersigned has reviewed the

requirements of Local Rule 2016-2 and certifies to the best of his information, knowledge, and

belief that this Application complies with Local Rule 2016-2, except as otherwise waived in

connection with the Applicant's retention.

Conclusion

26. SSG submits that the services provided to the Debtors during the Application

Period were necessary and appropriate given the complexity of these Chapter 11 Cases, the

issues involved, the nature and extent of services provided, and the cost of comparable services

outside of bankruptcy. Accordingly, SSG submits that approval of the compensation sought for

the Application Period is appropriate and should be approved.

WHEREFORE, SSG respectfully requests that the Court enter an Order, substantially in

the form provided, (i) approving on a final basis, compensation in the amount of $75,000.00 for

services rendered as investment banker on behalf of the Debtors during the Application Period,

of which $25,000.00 has already been paid, and reimbursement of expenses in the amount of

$135.00, (ii) approving payment in the amount of $50,135.00 for the unpaid balance of the

aforementioned compensation and expense reimbursement, and (iii) granting such other and

further relief as the Court deems just and proper.

Dated: March 26, 2019 SSG Advisors, LLC

By: _______________________________ Name: J. Scott Victor Title: Managing Director


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NOTICE OF FIRST AND FINAL FEE

APPLICATION OF SSG ADVISORS, LLC

PLEASE TAKE NOTICE that on March 26, 2019, the First and Final Application of SSG Advisors, LLC (the “Applicant”), Investment Banker to the Debtors, for Allowance of Compensation and Reimbursement of Expenses for the Period of October 24, 2018 through November 30, 2018 (the “Application”) was filed with the Court. The Application seeks the approval of payment for services rendered as investment banker to the Debtors in the amount of $75,000.00, together with reimbursement of out-of-pocket expenses in the amount of $135.00.

PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, are required to be filed on or before April 16, 2019 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) counsel to the Debtors, Saul Ewing Arnstein & Lehr LLP, 1201 North Market Street, Suite 2300, P.O. Box 1266, Wilmington, DE 19899 (Attn: Mark Minuti, Esq.); (ii) the Debtors, 111 Hempstead Turnpike, West Hempstead, NY 11552 (Attn: Mark Samson, Chief Restructuring Officer); (iii) the Office United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 (Attn.: David L. Buchbinder, Esq.); (iv) counsel to Capital One, National Association (a) King & Spalding LLP, 1180 Peachtree Street, NE, Suite 1600, Atlanta, CA 30309 (Attn: W. Austin Jowers, Esq.) and Chipman Brown Cicero & Cole, LLP, 1313 North Market Street, Suite 5400, Wilmington, DE 19801 (Attn: William E. Chipman, Jr., Esq.); and (v) counsel to the Official Committee of Unsecured Creditors, (a) Drinker Biddle & Reath LLP, 600 Campus Drive, Florham Park, NJ 07932-1047 (Attn: Robert K. Malone, Esq.), and 222 Delaware Avenue, Suite 1410, Wilmington, DE 19801 (Attn: Patrick A. Jackson, Esq.).



Case 18-12394-KJC Doc 446-1 Filed 03/26/19 Page 1 of 2

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PLEASE TAKE FURTHER NOTICE that a hearing with respect to the Application will be held on May 1, 2019 at 11:00 a.m. (prevailing Eastern Time) before the Honorable Kevin J. Carey, United States Bankruptcy Court for the District of Delaware, at 824 Market Street, 5th Floor, Courtroom #5, Wilmington, DE 19801.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

Dated: March 26, 2019 Wilmington, Delaware

SAUL EWING ARNSTEIN & LEHR LLP /s/ Mark Minuti Mark Minuti (DE Bar No. 2659) Monique B. DiSabatino (DE Bar No. 6027) 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899-1266 Telephone: (302) 421-6800 Facsimile: (302) 421-5873 [email protected] [email protected] Attorneys for Debtors and Debtors in Possession


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Exhibit A

SSG Engagement Letter


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Exhibit B

Order Approving the Retention Application


Case 18-12394-KJC Doc 168 Filed 11/14/18 Page 1 of 5Case 18-12394-KJC Doc 446-3 Filed 03/26/19 Page 2 of 6





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Exhibit C

Timesheets


Date Task Hours 24-Oct-18 Call with counsel - Ch. 11 filing; Call with FA; Calls with potential buyers; Emails; Internal meeting. 2.0

25-Oct-18 Call with FA; Calls with potential buyers; Emails; Call with management. 1.526-Oct-18 Calls with potential buyers; Call with FA; Emails. 1.029-Oct-18 Calls with potential buyers; Emails. 0.530-Oct-18 Calls with mangement; Calls with potential buyers; Email with FA; Emails. 2.031-Oct-18 Calls with potential buyers; Emails. 1.01-Nov-18 Call with counsel - Bid Procedures and Proffer; Call with FA; Call with management; Emails. 2.52-Nov-18 Call with lender and counsel; Call with FA and counsel; Review and revise Bid Procedures and Proffer;

Emails.3.0

5-Nov-18 Travel to Wilmington; Call with FA; Meeting with counsel and FA; Attended Bid Procedures Hearing; Calls with potential buyers; Call with Creditor's Committee FA; Emails.

4.5

12-Nov-18 RU - Creditor's Committee's objection to SSG retention; Call with counsel; Calls with potential buyers; Call with FA; Internal meeting; Emails.

2.0

14-Nov-18 Call with potential buyer and their counsel; Call with Creditor's Committee FA; Call with counsel; Emails.

1.5

15-Nov-18 Call with potential buyer's counsel; Emails. 0.519-Nov-18 Call with counsel and FA; Call with potential buyers; Emails. 1.020-Nov-18 Call with FA; Calls with multiple potential buyers and their counsel; Call with counsel; Emails. 2.021-Nov-18 Emails; Internal call. 0.526-Nov-18 Calls with multiple landlords; Calls with multiple potential buyers; Call with counsel; Call with FA;

Emails.3.0

27-Nov-18 Bid deadline; Calls with landlords; Call with counsel; Call with FA; Calls with potential buyers and counsel; Call with counsel, FA and potential buyers and counsel; Emails; Internal meeting on Bid Comparison Chart.

3.0

28-Nov-18 Travel to Wilmington; Meeting with counsel and FA; Meeting with Creditor's Committee's counsel; Meeting with bidders and their counsel; Preparation for auction; Auction; Meeting with counsel and FA.

9.0

29-Nov-18 Travel to Wilmington; Meeting with counsel and FA; Attend hearing to approve sale to multiple parties - Proffer; Meeting with counsel and FA.

3.0

30-Nov-18 Closing on sales; Emails. 0.5

Total 44.0

National WholesaleJ. Scott Victor, Managing Director

SSG Advisors, LLC


Date Task Hours 24-Oct-18 Call with counsel re: filing; call with FA; calls and emails with buyers; internal discussion 2.525-Oct-18 Call with FA; calls and emails with buyers; call with management 1.526-Oct-18 Travel to Wilmington; attend first day hearing; calls and emails with buyers; teaser review 5.029-Oct-18 Calls and emails with buyers 1.030-Oct-18 Call with management; calls and emails with buyers 1.031-Oct-18 Calls and emails with buyers 0.51-Nov-18 Call with counsel re: bid procedures; call with FA; review CIM; calls and emails with buyers 2.52-Nov-18 Call with FA and counsel; calls and emails with buyers 1.05-Nov-18 Attend bid procedures hearing; calls and emails with buyers 3.06-Nov-18 Review CIM, calls and emails with buyers 1.57-Nov-18 Calls and emails with buyers; meeting with buyer 1.58-Nov-18 Calls and emails with buyers 0.59-Nov-18 Calls and emails with buyers 1.0

12-Nov-18 Calls and emails with prospective buyers; call with landlord 1.513-Nov-18 Calls with buyers 0.515-Nov-18 Calls and emails with buyers; call with landlord 1.516-Nov-18 Calls and emails with buyers 0.519-Nov-18 Call with counsel and FA; calls with potential buyers 0.520-Nov-18 Call with counsel 0.521-Nov-18 Internal discussion 0.526-Nov-18 Auction preparation; calls and emails with bidders 1.527-Nov-18 Call with counsel; call with FA; internal discussion/review of bid comparison; auction preparation, calls

and emails with bidders2.5

28-Nov-18 Travel to Wilmington; meeting with counsel and FA; meeting with UCC counsel; meeting with bidders and their counsel; attend auction; meeting with counsel and FA

7.0

Total 39.0

National WholesaleTeresa C. Kohl, Managing Director

SSG Advisors, LLC


Date Task Hours 24-Oct-18 Preparing buyers list and industry research 1.525-Oct-18 Finalizing buyers list and diligence materials; distributing materials to interested parties 2.026-Oct-18 Teaser review 2.029-Oct-18 Calls and emails with prospective buyers 1.530-Oct-18 Calls and emails with prospective buyers 1.531-Oct-18 Calls and emails with prospective buyers 1.01-Nov-18 CIM review, calls and emails with prospective buyers 2.02-Nov-18 Calls and emails with prospective buyers 1.05-Nov-18 Calls and emails with prospective buyers 0.56-Nov-18 Finalize CIM, calls and emails with prospective buyers 2.07-Nov-18 Calls and emails with prospective buyers, meeting with prospective buyer 2.08-Nov-18 Calls and emails with prospective buyers 1.09-Nov-18 Calls and emails with prospective buyers 1.0

12-Nov-18 Calls and emails with prospective buyers 1.513-Nov-18 Call with prospective buyer 1.015-Nov-18 Calls and emails with prospective buyers 1.016-Nov-18 Calls and emails with prospective buyers 0.526-Nov-18 Auction preparation, calls and emails with bidders 2.527-Nov-18 Auction preparation, calls and emails with bidders 2.028-Nov-18 Travel to Wilmington; Meeting with counsel and FA; Meeting with Creditor's Committee's counsel;

Meeting with bidders and their counsel; Preparation for auction; Auction; Meeting with counsel and FA.7.0

Total 34.5

National WholesaleMichael J. Gorman, Director

SSG Advisors, LLC


Date Task Hours 24-Oct-18 Preparing buyers list and diligence materials 3.025-Oct-18 Finalizing buyers list and diligence materials; distributing materials to interested parties 3.026-Oct-18 Data room preparation 4.029-Oct-18 CIM preparation, calls and emails with prospective buyers 4.530-Oct-18 CIM preparation, calls and emails with prospective buyers 3.031-Oct-18 CIM preparation, calls and emails with prospective buyers, data room updates 3.01-Nov-18 CIM preparation, calls and emails with prospective buyers 2.52-Nov-18 Calls and emails with prospective buyers 2.05-Nov-18 Data room updates 1.06-Nov-18 Finalize CIM, calls and emails with prospective buyers, data room updates 3.57-Nov-18 Data room updates, calls and emails with prospective buyers, meeting with prospective buyer 3.08-Nov-18 Data room updates 1.09-Nov-18 Calls and emails with prospective buyers 1.0

12-Nov-18 Calls and emails with prospective buyers 1.513-Nov-18 Call with prospective buyer 1.014-Nov-18 Calls and emails with prospective buyers 1.016-Nov-18 Calls and emails with prospective buyers, data room updates 1.026-Nov-18 Auction preparation, bid analysis, calls and emails with bidders 4.527-Nov-18 Auction preparation, bid analysis, calls and emails with bidders 4.028-Nov-18 Travel to Wilmington; Meeting with counsel and FA; Meeting with Creditor's Committee's counsel;

Meeting with bidders and their counsel; Preparation for auction; Auction; Meeting with counsel and FA.7.0

Total 54.5

National WholesaleMatthew J. Arden, Vice President

SSG Advisors, LLC


Date Task Hours 29-Oct-18 CIM preparation 5.030-Oct-18 CIM preparation 3.531-Oct-18 CIM preparation 3.51-Nov-18 CIM preparation 3.02-Nov-18 CIM preparation 3.55-Nov-18 CIM preparation 1.06-Nov-18 Finalize CIM 1.0

Total 20.5

National WholesaleJoel Julio, AnalystSSG Advisors, LLC


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Exhibit D

Expenses


National WholesaleExpense Detail

SSG Advisors, LLC

Date Professional Expense Type Description Amount

10/27/18 Teresa Kohl Parking and Tolls Hearing $ 20.00 11/06/18 J. Scott Victor Parking and Tolls Hearing 10.00 11/29/18 Michael Gorman Parking and Tolls Auction 20.00 11/29/18 Teresa Kohl Parking and Tolls Auction 20.00 11/29/18 J. Scott Victor Parking and Tolls Auction 20.00 11/29/18 Matthew Arden Mileage Auction 29.00 11/30/18 J. Scott Victor Parking and Tolls Hearing 16.00

135.00$


Documents

In re: Chapter 11 NSC WHOLESALE HOLDINGS LLC, Case No. 18