IN THE UNITED STATES BANKRUPTCY COURT FOR THE … · 2014. 11. 21. · 444 N. Michigan Avenue, Suite 3270 Chicago, IL 60611 Counsel to Wells Fargo Equipment Finance, Inc. Monette

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

In re: ) Chapter 11

)

SGK VENTURES, LLC ) Case No. 13-37603

(f/k/a Keywell L.L.C.), )

) Honorable Eugene R. Wedoff

Debtor. )

) Hearing Date: December 23, 2014

____________________________________) Hearing Time: 9:30 a.m.

NOTICE OF MOTION

PLEASE TAKE NOTICE that on Tuesday, December 23, 2014, at 9:30 a.m., or as soon

thereafter as counsel may be heard, we shall appear before the Honorable Eugene R. Wedoff,

Room 744, Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois, or

before any other judge sitting in his place or stead, and then and there present the

APPLICATION OF PATZIK, FRANK & SAMOTNY LTD. FOR ALLOWANCE OF

FINAL COMPENSATION AND PAYMENT OF FEES AND REIMBURSEMENT OF

EXPENSES AS SPECIAL COUNSEL TO THE DEBTOR AND FOR LIMITED NOTICE,

a copy of which is herewith served upon you.

HOWARD L. ADELMAN, ESQ. (ARDC #0015458)

ERICH S. BUCK, ESQ. (ARDC #6274635)

STEVEN B. CHAIKEN, ESQ. (ARDC #6272045)

ALEXANDER F. BROUGHAM, ESQ. (ARDC #6301515)

ADELMAN & GETTLEMAN, LTD.

53 W. Jackson Blvd., Suite 1050

Chicago, Illinois 60604

Tel (312) 435-1050

Fax (312) 435-1059

CERTIFICATE OF SERVICE

The undersigned, an attorney, hereby certifies that true and correct copies of this notice

and the application referred to therein were served upon the parties listed on the service list

attached hereto via CM/ECF and/or regular U.S. mail, postage prepaid, on November 21, 2014.

By: /s/ Alexander F. Brougham

Alexander F. Brougham, Esq.

Case 13-37603 Doc 912 Filed 11/20/14 Entered 11/20/14 22:34:45 Desc Main Document Page 1 of 31

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SERVICE LIST

Via ECF

Patrick S Layng

Kimberly Bacher

Kathryn M. Gleason

Office of the U.S. Trustee, Region 11

219 S Dearborn St, Room 873

Chicago, IL 60604

Gordon E. Gouveia, Esq.

Steven B. Towbin, Esq.

Terence G. Banich, Esq.

Shaw Fishman Glantz & Towbin LLC

321 N. Clark Street, Suite 800

Chicago, IL 60654 Counsel to NewKey Group, LLC & NewKey Group II,

LLC

Mark W. Page, Esq.

Kelley Drye & Warren LLP

333 W. Wacker Drive, Suite 2600

Chicago, IL 60606 Counsel to Alpert & Alpert Iron & Metal, Inc.

Matthew T. Gensburg, Esq.

Nancy A. Peterman, Esq.

Greenberg Traurig, LLP

77 W. Wacker Drive, Suite 3100

Chicago, IL 60601 Counsel to Cronimet Holdings, Inc.

Thomas V. Askounis, Esq.

Alex Darcy, Esq.

Amrit S. Kapai, Esq.

Askounis & Darcy, PC

444 N. Michigan Avenue, Suite 3270

Chicago, IL 60611 Counsel to Wells Fargo Equipment Finance, Inc.

Monette W. Cope, Esq.

Weltman, Weinberg & Reis Co., L.P.A.

965 Keynote Circle

Brooklyn Hts, OH 44131 Counsel to Toyota Motor Credit Corporation & Gibson

Machinery, LLC

Stephen A. Yokich, Esq.

Cornfield and Feldman LLC

25 East Washington Street, Suite 1400

Chicago, IL 60602 Counsel to United Steel, Paper and Forestry, Rubber,

Manufacturing, Energy, Allied Industrial and Service

Workers International Union

Andrew J. Abrams, Esq.

Boodell & Domanskis, LLC

353 N. Clark Street, Suite 1800

Chicago, IL 60654 Counsel to Loni-Jo Metal Corporation

Eric R. von Helms, Esq.

Kohner, Mann & Kailas, S.C.

4650 North Port Washington Road, 2nd Floor

Milwaukee, WI 53212 Counsel to Banc of America Leasing & Capital, LLC

David A. Agay, Esq.

Joshua A. Gadharf, Esq.

Micah E. Marcus, Esq.

McDonald Hopkins LLC

300 North LaSalle, Suite 2100

Chicago, IL 60654 Counsel to Kelly Beaudin Stapleton, trustee of SGK

Ventures, LLC Liquidating Trust

Jacquelyn T. Vengal, Esq.

Miriam R. Stein, Esq.

Chuhak & Tecson, P.C.

30 S. Wacker Drive, Suite 2600

Chicago, IL 60606 Counsel to TCF Equipment Finance, Inc.

Wendy Kaleta Skrobin, Esq.

McFadden & Dillon, P.C.

120 S. LaSalle Street, Suite 1335

Chicago, IL 60603 Counsel to PNC Bank, National Association & PNC

Equipment Finance, LLC

Steven M. Wolock, Esq.

Kathleen H. Klaus, Esq.

Maddin, Hauser, Wartell, Roth & Heller

28400 Northwestern Highway, 3rd Floor

Southfield, MI 48034 Counsel to Marwol Metals, Ltd.


3

Joel A. Stein, Esq.

Deutsch Levy & Engel Chtd.

225 W. Washington Street, Suite 1700

Chicago, IL 60606 Counsel to 75S Corp. dba FMC Metals

Brandy A. Sargent, Esq.

Stoel Rives LLP

900 SW Fifth Avenue

Suite 2600

Portland, OR 97204 Counsel to Caledonian Alloys

Lawrence D. Mishkin

Silver & Mishkin, LLC

400 Skokie Boulevard

Suite 850

Northbrook, IL 60062 Counsel to Lawrence D. Plant and Philip Rosenberg

Mark X. Mullin

Hayes and Boone, LLP

2323 Victory Avenue

Suite 700

Dallas, TX 75219 Counsel to KW Metals Acquisition LLC

Child’s Trust Created U/W Janet Nadel FBO

Tina Nadel Gravley and

Child’s Trust Created U/W Janet Nadel FBO

Glen L. Nadel

c/o Jonathan W. Young

Yeny C. Estrada

Edwards Wildman Palmer LLP

225 West Wacker Drive

Chicago, IL 60606

Cory J. Kerger

Loren S. Cohen

Wilson, Elser, Moskowitz, Edelman & Dicker

55 W. Monroe Street

Suite 3800

Chicago, IL 60603 Counsel for Philip Rosenberg and Michael Rosenberg

Curtis E. Kimball

Rudman Winchell

84 Harlow Street

Bangor, ME 04401 Counsel for Helm Financial Corporation and Helm

Pacific Leasing

James F. Mangan

Koff, Mangan, Vullo & Gartley, PC

179 S. Wyoming Avenue

Kingston, PA 18704 Counsel to Louis Cohen & Son, Inc.

Debra V. Levine, Esq.

DVL Law Offices, LLC

53 W. Jackson, Suite 1001

Chicago, IL 60604 Counsel to Brami Superalliages

Roger J. Higgins

The Law Offices of Roger J. Higgins, LLC

1 North Bishop Street, Suite 14

Chicago, IL 60601 Counsel to Edward J. Newman, Deborah S. Newman,

John D. Joyce and Cronimet Holdings, Inc.

William J. Barrett

Barack, Ferrazzano, Kirschbaum, Nagelberg

200 West Madison Street, Suite 3900

Chicago, IL 60606 Counsel for Keywell Metals, LLC

John Eggum

Foran, Glennon, Palandech, Ponzi & Rudloff

222 North LaSalle Street, Suite 1400

Chicago, IL 60601 Counsel for Commerce & Industry Insurance Company

Timothy D. Elliott

Emily A. Shupe

Rathje & Woodward, LLC

300 East Roosevelt Road, Suite 300

Wheaton, IL 60187 Counsel for Cronimet Holdings, Inc., John D. Joyce and

Edward J. Newman

Additional Parties Requesting Notice –

Via First Class Mail

Craig A. Wolfe, Esq.

Kelley Drye & Warren LLP

101 Park Avenue

New York, NY 10178 Counsel to Alpert & Alpert Iron & Metal, Inc.

Kaye E. Tucker, Esq.

Tucker Law Firm

9440 Santa Monica Blvd., Suite 504

Beverly Hills, CA 90210 Counsel to Alpert & Alpert Iron & Metal, Inc.


4

Thomas P. Yoder, Esq.

Barrett & McNagny LLP

215 East Berry Street

P.O. Box 2263

Fort Wayne, IN 46801 Counsel to OmniSource Corporation

Marc E. Shach, Esq.

Weinstock, Friedman & Friedman, P.A.

4 Reservoir Circle

Baltimore, MD 21208 Counsel to PNC Bank, National Association & PNC

Equipment Finance, LLC

Buchanan Ingersoll & Rooney PC

Attn: Timothy P. Palmer, Esq.

One Oxford Centre, 20th Floor

301 Grant Street

Pittsburgh, PA 15219-1410 Counsel to ATI Allvac and ATI Wah Chang

American Transport Group

c/o Tom Soehlke

1900 West Kinzie

Chicago, IL 60622

Robert A. Soriano, Esq.

Greenberg Traurig, P.A.

625 East Twiggs Street, Suite 100

Tampa, FL 33602

Richard C. Josephson, Esq.

Schnitzer Steel Industries, Inc.

299 SW Clay Street, Suite 350

Portland, OR 97201 Counsel to Schnitzer Steel Industries, Inc.

James Devine

Schnitzer Steel Industries, Inc.

12 E. 49th Street, 24th Floor

New York, NY 10014 Counsel to Schnitzer Steel Industries, Inc.

Ted W. Hight III, Esq.

Thompson, O’Brien, Kemp & Nasuti, PC

40 Technology Parkway South

Suite 300

Norcross, GA 30092 Counsel to Mansfield Oil Company of Gainesville, Inc.

Christopher M. Candon, Esq.

Sheehan Phinney Bass + Green PA

1000 Elm Street

Manchester, NH 03101 Counsel to wTe Recycling, Inc. & wTe Corporation

Jeffrey W. Lewis

ACI Industries, Ltd.

970 Pittsburgh Drive

Delaware, OH 43015

Oren B. Haker, Esq.

Stoel Rives LLP

900 SW 5th Avenue, Suite 2600

Portland, OR 97204 Counsel to Caledonian Alloys

Elizabeth L. Slaby, Esq.

Clark Hill Thorp Reed

One Oxford Centre

301 Grant Street - 14th Floor

Pittsburgh, PA 15219 Counsel to Franklin Iron & Metal Corporation &

Recycling Center, Inc.

Linda G. Anderson

13407 Farmington Road

Suite 102

Livonia, Michigan 48150 Counsel to Marker Metal III, LLC and Three Putt

Properties, LLC


UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

In re:

SGK Ventures, LLC

(f/k/a Keywell L.L.C.),

Debtor.

)

)

)

)

)

)

)

)

)

Chapter 11

Case No. 13-37603

Honorable Eugene R. Wedoff

Hearing Date: December 23, 2014

Hearing Time: 9:30 a.m.

APPLICATION OF PATZIK, FRANK & SAMOTNY LTD. FOR ALLOWANCE

OF FINAL COMPENSATION AND PAYMENT OF FEES AND

REIMBURSEMENT OF EXPENSES AS SPECIAL COUNSEL TO

THE DEBTOR AND FOR LIMITED NOTICE

The law firm of Patzik, Frank and Samotny Ltd. (“PFS”) applies to this Court (the

“Application”), pursuant to 11 U.S.C. §§ 330 and 331 and Federal Rules of Bankruptcy

Procedure 2002(a)(6), 2002, 2016(a) and 9007 (the “Bankruptcy Rules”), for the allowance of

$342,912 in compensation for 933.7 hours of professional services (the “Services”) rendered on

behalf of SGK Ventures, LLC (f/k/a Keywell L.L.C.) (the “Debtor”), and for the reimbursement

of $5,939.57 for expenses (the “Expenses”) incurred incidental to the Services during the period

of September 24, 2013 through October 21, 2014 (the “Application Period”); for the payment

and allowance of $4,731.00 in compensation for 10.5 hours of Services rendered after the

Application Period in connection with the preparation of this Application; and for limited notice

of this Application. In support of the Application, PFS respectfully states as follows:

JURISDICTION

1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and

1334. This matter is a core proceeding within the meaning of to 28 U.S.C. § 157(b)(2).

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


3. The statutory predicate for the relief requested herein are Sections 328, 330 and

331 of the Code and the applicable rules are Rules 2002, 2016, 9006 and 9007 of the Federal

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).

BACKGROUND

Bankruptcy Case

4. On September 24, 2013 (the “Petition Date”), the Debtor filed a voluntary petition

for relief under chapter 11 of the United States Bankruptcy Code, 11 U.S.C. § 101 et. seq. (the

“Bankruptcy Code”), commencing bankruptcy case no. 13-37603, styled In re Keywell L.L.C.

(the “Case”) in the United States Bankruptcy Court for the Northern District of Illinois. The Case

name was later changed to SGK Ventures, LLC in conjunction with a sale of substantially all of

the Debtor’s assets.

5. There has not been a trustee appointed in the Chapter 11 Case. On October 3, 2013, the

Office of the United States Trustee appointed the Official Committee of Unsecured Creditors

(the “Committee”) [Docket No. 52, amended by Docket Nos. 128, 632, 853].

6. On September 3, 2014, the Court confirmed a plan of liquidation (the “Chapter 11 Plan”)

in the Chapter 11 Case, under which SGK Ventures, LLC Liquidating Trust (the “Liquidating

Trust”) received, and continues to administer, most of the Debtor’s remaining assets. [See

Docket No. 853].

Retention of PFS

7. On October 16, 2013, the Court entered the “Order Authorizing Employment of

Special Counsel” [Docket No. 107] (the “Retention Order”), which authorized the Debtor to

employ PFS as special counsel, retroactive to September 24, 2013. The Retention Order


implicitly authorizes the Debtor to compensate PFS at its hourly rates charged for its services

and to reimburse PFS for actual and necessary out-of-pocket expenses incurred, subject to

application to this Court in accordance with the Bankruptcy Code, the Bankruptcy Rules,

applicable local rules, and orders of this Court, including the Interim Compensation Order (as

defined below).

8. Also on October 16, 2013, the Court entered the “Order Establishing Procedures

for Interim Compensation and Reimbursement of Professionals” [Docket No. 101] (the “Interim

Compensation Order”), which granted professionals for the Debtor, including PFS, the right to

submit monthly invoices to the Debtor and to receive interim payments for services rendered and

expenses incurred from and after the commencement of the Case.

Interim Compensation Paid to PFS

9. Pursuant to the Interim Compensation Order, PFS has served five (5) separate

monthly fee statements covering the period of September 24, 2013 through March 31, 2014

(each, a “Monthly Fee Statement” and collectively, the “Monthly Fee Statements”), none of

which received an objection from any party in interest. Each of the Monthly Fee Statements

was served upon counsel to the Debtor, counsel to NewKey Group, LLC and NewKey Group II,

LLC (the “NewKey Lenders”), counsel to the United States Trustee, and counsel to the

Committee (collectively, the “Recipients”). The Debtor’s then Chief Financial Officer, Michael

Sheffieck, reviewed the Monthly Fee Statements covering the period of September 24, 2013

through January 31, 2014 and the Debtor’s then Chief Restructuring Officer, Timothy B.

Stallkamp, reviewed the Monthly Fee Statement for the period of February 1, 2014 through

March 31, 2014. No objections were raised with respect to any of these Monthly Fee

Statements by any of the Recipients. Attached hereto as Exhibit A and made a part hereof are

the Monthly Fee Statements, which consist of detailed statements of Services rendered and


Expenses incurred by PFS during the period of September 24, 2013 through March 31, 2014.

PFS did not submit any interim applications for fees or expenses for any period after March 31,

2014. The table below details each Monthly Fee Statement for Services rendered and Expenses

incurred during the Application Period and sets forth its status:

DATE

SUBMITTED

PERIOD

COVERED

REQUESTED

FEES

REQUESTED

EXPENSES

FEES

PAID

(90%)

EXPENSES

PAID

(100%)

FEE

HOLDBACK

(10%)

11/18/13 9/24/13– 10/31/13 $110,419.50 $1,069.26 $99,377.55 $1,069.26 $11,041.95

12/27/13 11/1/13-11/30/13 $68,190.50 $235.45 $61,371.45 $235.45 $6,819.05

1/28/14 12/1/13-12/31/13 $122,226.50 $2,006.09 $110,003.85 $2,006.09 $12,222.65

2/20/14 1/1/14-1/31/14 $21,606.50 $2,440.35 $19,445.85 $2,440.35 $2,160.65

4/18/14 2/1/14-3/31/14 $10,867.00 $188.42 $9,780.30 $188.42 $1,086.70

TOTAL $333,310.00 $5,939.57 $299,979.00* $5,939.57 $33,331.00

________

*Includes $75,227.33 received pre-petition as an advanced payment retainer

10. To date, PFS has received cash payments (collectively, the “Monthly Payments”)

in the aggregate amount of $224,751.67 for Services rendered and $5,939.57 (i.e., 100% of all

Expenses incurred) in expense reimbursements pursuant to the Interim Compensation Order with

respect to the Monthly Fee Statements.

11. In addition, prior to the commencement of the Case, PFS received $150,000.00 in

advance prepayments, of which $75,227.33 was applied on an interim basis to Services rendered

and Expenses incurred post-petition in accordance with the Interim Compensation Order.1 The

balance of $74,772.67 was applied to prepetition services and expenses.

1 The prepayments received by PFS were “advanced payment retainers” of the kind addressed in In re McDonald

Bros. Construction, Inc., 114 B.R. 989 (Bankr. N.D.Ill. 1990) and Hannafan and Hannafan, Ltd. v. Bloom, 2011 IL

App. (1st) 110722, 959 N.E.2d 1280 (1st Dist. 2011).


Additional Compensation Earned by PFS

12. PFS has earned an additional $9,602 in fees during the period of April 1, 2014

through October 21, 2014, which, for the avoidance of doubt, are not reflected in the Monthly

Fee Statements and have not been paid pursuant to the Monthly Payments. Attached hereto as

Exhibit B and made a part hereof is a detailed statement of Services rendered by PFS during the

period of April 1, 2014 through October 21, 2014. Together, Exhibits “A” and “B” contain

detailed descriptions of all of the Services rendered and all of the Expenses incurred by PFS on

behalf of the Debtor during the Application Period.

13. As more fully described herein, there remains unpaid the sum of $42,933.00 in

compensation earned by PFS for Services rendered on behalf of the Debtor during the

Application Period, broken down as follows:

REQUESTED

UNPAID

COMPENSATION

FEE HOLDBACK

(10%)

POST MARCH 31,

2014 FEES

POST MARCH 31,

2014 EXPENSES

9/24/13– 10/31/13 $11,041.95 N/A N/A

11/1/13-11/30/13 $6,819.05 N/A N/A

12/1/13-12/31/13 $12,222.65 N/A N/A

1/1/14-1/31/14 $2,160.65 N/A N/A

2/1/14-3/31/14 $1,086.70 N/A N/A

4/1/14-10/21/14 N/A $9,602.00 $0.00

TOTAL $33,331.00 $9,602.00 $0.00 $42,933.00

In addition, PFS incurred fees in the amount of $4,731.00 after the Application Period in

connection with the preparation of this Application. Attached hereto as Exhibit C and made a


part hereof is a detailed statement of Services rendered after October 21, 2014 in connection with

this Application.

14. PFS hereby requests allowance and payment of final compensation for Services

rendered and reimbursement of Expenses incurred by PFS during the Application Period,

including the time spent preparing this Application both during and after the Application Period.

The aggregate amount of fees sought to be allowed as final compensation (the “Aggregate Fee

Request”) for PFS is $347,643.00. The aggregate amount of all Expenses sought to be allowed as

Expenses reasonably and necessarily incurred by PFS is $5,939.57 (the “Aggregate Expense

Request”). PFS also requests payment in the net amount (the “Net Amount Request”) of

$47,664.00, which represents the Aggregate Fee Request and the Aggregate Expense Request,

less the aggregate amount of Monthly Payments received and PFS’ prepayments applied to date

for post-petition Services rendered and Expenses incurred.

15. Except to the extent of the Monthly Payments received pursuant to the Interim

Compensation Order, PFS has not received any payment or promise for payment from any

source for Services rendered or to be rendered on the Debtor’s behalf in the Case.

16. In accordance with Rule 2016(b), PFS has not shared, nor agreed to share, (a) any

compensation it has received or may receive in connection with the Case with another entity

other than PFS’ partners, of counsel, associates, and other employees, or (b) any compensation

another entity has received or may receive in connection with the Case.

17. PFS performed the Services for which it seeks compensation exclusively on

behalf of the Debtor.


Background of PFS’s Involvement with the Debtor

18. PFS has served as the Debtor’s general “corporate” counsel since approximately

1995. In that role, PFS has become familiar with many (if not most) aspects of the Company’s

business and operations.

19. Among the many tasks performed by PFS during its history with the Debtor are

the following:

a) Advising the Debtor with respect to several potential transactions involving a

sale of all or substantially all of the Debtor’s assets and business;

b) Advising the debtor with respect to joint ventures;

c) Advising the Debtor with respect to business asset acquisitions, whether

pursuant to purchase or lease;

d) Advising the Debtor with respect to employment law related matters;

e) Advising the Debtor with respect to real estate matters; and

f) Advising the Debtor with respect to general contract negotiations.

20. As part of its role in representing the Debtor, PFS advised the Debtor in

connection with its engagement of Eureka Capital Markets, LLC (“Eureka”) to act as exclusive

financial advisor for the Debtor in connection with a sale of all or substantially all of the

Debtor’s business.

21. Beginning in May 2013, the Debtor, with the assistance of Eureka, commenced

marketing efforts to sell all or certain of the Debtor’s assets.

22. In July 2013, Cronimet Holdings, Inc. (“Cronimet”) submitted a letter of intent to

acquire certain of the Debtor’s assets. Over the course of the next few months, with the

assistance of PFS, the Debtor and Cronimet negotiated and executed an asset purchase agreement


which was subsequently approved by the Court as the stalking horse bid (the “Stalking Horse

APA”).

23. On October 21, 2013, the Court entered that certain Order (a) Approving the Sale

Process, Bidding Procedures, Break-Up Fee and Form of Asset Purchase Agreement for the Sale

of Certain Assets of the Estate; (b) Scheduling a Public Auction and Authorizing the Sale of the

Assets Free and Clear of Liens, Claims, Encumbrances and Interests; and (c) Authorizing

Procedures for the Assumption and Assignment of Executory Contracts and Unexpired Leases

[Docket No. 121] (the “Bidding Procedures Order”). Attached as an exhibit to the Bidding

Procedures Order were the approved bidding procedures for the sale of assets of the Debtor (the

“Bidding Procedures”).

24. The Debtor served a Notice of Sale and Intended Assumption and Assignment of

Executory Contracts and Unexpired Licenses (the “Sale Notice”) on all parties identified in: (a)

the Affidavit of Service [Docket No. 145] and Certificate of Service [Docket No. 146] filed on

October 25, 2013; (b) the Certificate of Service [Docket No. 169] filed on November 1, 2013;

and (c) the Certificate of Service [Docket No. 279] filed on December 2, 2013. Included as an

exhibit in the Sale Notice was a copy of the Bidding Procedures.

25. The Debtor served a Notice of Potential Assumption and Assignment of

Executory Contracts and Unexpired Leases (the “Assumption Notice”) on all parties identified in

the Certificate of Service [Docket No. 221] filed on November 15, 2013. Included as an exhibit

to the Assumption Notice was a list of executory contracts and unexpired leases potentially to be

assumed and assigned, with estimated cure amounts for each.

26. Prior to the bid deadline on November 26, 2013, as set forth in the Bidding

Procedures Order, the Debtor received qualifying bids from four (4) bidders. PFS advised the


Debtor with respect to merits of the qualifying bids. The Debtor notified each party submitting a

qualifying bid of the terms and conditions of each of the qualifying bids not less than twenty-four

(24) hours prior to the commencement of the auction set for December 2, 2013 (the “Auction”).

27. On December 2, 2013, with the assistance of PFS, among others, the Debtor

conducted the Auction which lasted approximately eight (8) hours. At the Auction, KW Metals

Acquisition LLC (“KW Metals”), one (1) of the qualifying bidders, increased its initial bid of

Thirteen Million Five Hundred Thousand Dollars ($13,500,000.00) to a final bid of Fifteen

Million Eight Hundred Thousand Dollars ($15,800,000.00), which the Debtor determined and

selected as the “prevailing bid.”

28. On December 12, 2013, the Court entered the “Order Authorizing Sale of

Substantially All of the Assets of the Debtor Free and Clear of Liens, Encumbrances and

Interests and Authorizing the Assumption and Assignment of Assumed Contracts and Unexpired

Leases, and Related Relief,” which, among other things, approved the asset purchase agreement

by and between KW Metals and the Debtor (the “KW Metals APA”) [Docket No. 313].

THE SERVICES RENDERED BY PFS

29. During the Application Period, PFS advised and represented the Debtor, as

special counsel, in myriad tasks under limited, often “emergency” time frames.

30. Exhibits A and B are invoices for Services rendered and Expenses incurred during

the Application Period (the “Invoices”).

31. All of the Services for which compensation is requested were rendered in

connection with the Case and related matters. All of the time described in the annexed exhibits

represents the actual amount of time spent or, in certain instances, less than the actual amount of


time spent by attorneys and paralegals of PFS who rendered the described Services. In certain

instances, the time reflected in the exhibits has been reduced in an effort by PFS to eliminate

excessive, duplicative or, in hindsight, unnecessary or unproductive Services.

32. The hourly rates charged by the professionals of PFS who worked on the Case

and whose time is a part of the Services are as follows:

Partners Rate2

Chadwick I. Buttell $450.00

Jonathan S. Goodman $355.00 - $385.00

Laura S. Liss $390.00 - $410.00

Alan B. Patzik $540.00 - $560.00

Steven M. Prebish $470.00 - $490.00

Phillip S. Reed $485.00

David J. Schwartz $380.00 - $395.00

Scott W. Smilie $345.00

James M. Teper $390.00 – $400.00

Associates

Scott A. Michie $305.00 - $315.00

Casandra Rdzak $295.00

Jeff T. Stevenson $280.00

Brett M. Winterstein $260.00 - $275.00

Syane A. Roy $260.00

2 Several of PFS’s attorneys and paralegals have two rates because they performed certain Services in 2013 before

PFS’s rates increased as of January 1, 2014.


Paralegals

Jennifer L. Howe $125.00 - $160.00

Ronna Zack $235.00 - $245.00

These rates are based on the experience and expertise of the respective personnel.

33. The Services have required a total of 944.2 hours on the part of PFS as more

fully set forth in the Invoices. See Exhibits “A”, “B”, and “C”. Based upon the customary and

reasonable rates charged by PFS for services in cases under the Bankruptcy Code and for

services other than services rendered in cases under the Bankruptcy Code, the fair and reasonable

value of the Services is not less than the Aggregate Fee Request. All of the Services for which

compensation is requested were Services which, in PFS’s billing judgment, were necessarily

rendered after due consideration of the expected cost and anticipated benefit of such Services.

34. In an effort to provide the Court and parties in interest with understandable

information concerning the amount and nature of PFS’s Services during the Application Period,

PFS has classified its Services during the Application Period into separate categories of Services

as follows:

Description Total Hours Total Fees Incurred

Administrative Matters 60.9 $23,317.00

Asset Sale Matters 280.1 $104,332.00

Auction and Competitive Bidding

Matters 89.4 $35,330.50

Deposition Matters 37.8 $14,438.50

Discovery Response Matters 172.00 $61,216.00

Hearing and Motion Practice Matters 11.6 $5,561.00

Post-Closing Matters 52.0 $18,180.00

Preparation of Final 28.5 $7,991.50


Fee Petition

Stalking Horse Matters 22.4 $8,549.50

WARN Matters 179.0 $63,996.00

Totals 933.7 $342,912.00

35. The following is a separate description of each of the PFS categories, which

generally describe the tasks performed. The Invoices provide detailed descriptions of all Services

rendered in each of the above categories and the timekeeper, date and amount of time expended

in each category.

Administrative Matters

36. PFS expended 60.9 hours of professional Services having a value of

$23,317.00 in connection with Services pertaining to administrative matters. Services rendered

by PFS in this category generally included, among other things: (a) preparing Monthly Fee

Statements of Services rendered and Expenses incurred on behalf of Debtor in connection with

the Case pursuant to the Interim Compensation Order; (b) conducting routine corporate (as such

term is used in the generic sense as the Debtor is a limited liability company and not a

corporation) maintenance, including, but not limited to, filing online annual and biennial reports,

updating Debtor’s minute books, drafting corporate resolutions; (c) responding to various

requests for information from counsel to the Debtor and the Lenders; and (d) researching various

state annual renewal and withdrawal requirements.

Asset Sale Matters


$104,332.00 in connection with Services pertaining to asset sale matters. Services rendered by

PFS in this category generally included, among other things: (a) negotiating and drafting an


engagement letter with Eureka, which set forth the terms and conditions on which Eureka would

serve Debtor as its investment banker throughout the sale process; (b) assisting and advising the

Debtor in the carrying out of a thorough marketing process with Eureka over a seven (7) month

period, which involved the solicitation of, and exchange of information with, no less than thirty-

one (31) potential investors and/or acquirers; (c) screening and discussing the merits and risks of

potential investors and/or acquirers; (d) negotiating and drafting confidentiality/non-disclosure

agreements with respect to numerous prospective investors and/or acquirers; (e) carrying out

appropriate due diligence with respect to all prospective investors and/or acquirers and assisting

the Debtor in evaluating the related risks with regard to each; (f) assisting the Debtor in

evaluating its alternatives with respect to a possible transaction; (g) spending weeks negotiating

and drafting various iterations of the Cronimet letter of intent; (h) spending further weeks

negotiating and drafting, and ultimately obtaining Court approval of, the Stalking Horse APA

and related ancillary transaction documents; (i) negotiating and drafting an asset purchase

agreement pertaining solely to Debtor’s railcar and other rolling stock assets (the “Rail Car

Purchase Agreement”); (j) negotiating, drafting and finalizing the KW Metals APA, as well as all

other closing deliverables, including, without limitation, a transition services agreement, a

contingent payment agreement and an escrow agreement; (k) assisting in connection with

obtaining the approval for the sale of the Debtor’s assets; and (l) handling all aspects of the

closing of the KW Metals APA, including: (i) handling the execution and delivery of all closing

deliverables, (ii) providing advice and guidance concerning negotiations with the Debtor’s union

work force relative the collective bargaining agreements, (iii) handling various aspects of the

transfer of executory contracts, (iv) handling various aspects in connection with the transfer of


parcels of the Debtor’s real estate, and (v) overseeing the closing and the assembly and

distribution of all closing deliverables.

Auction and Competitive Bidding Matters


$35,330.50 in connection with Services pertaining to auction and competitive bidding matters.

Services rendered by PFS in this category generally included, among other things: (a) reviewing

and negotiating confidentiality/non-disclosure agreements with several potential bidders; (b)

reviewing and providing input into Bidding Procedures and reviewing and providing input into

various bid packages; (c) negotiating and drafting an asset purchase agreement for assets

excluded from the Cronimet bid; (d) analyzing and advising Debtor regarding the bid submitted

by KW Metals for assets excluded from the Cronimet bid; (e) analyzing and advising Debtor

regarding the bids submitted by other qualifying bidders; and (f) preparing for and participating

at the December 2013 Auction.

Deposition Matters

39. PFS expended 37.8 hours of professional Services having a value of $14,438.50

in connection with Services pertaining to deposition matters. Services rendered by PFS in this

category generally included, among other things: (a) identifying and reviewing documents and

communications produced from significant and expedited document production that may have

been relevant to the depositions of Debtor’s key personnel (as requested by the Committee); (b)

identifying and reviewing corporate documents that may have been relevant to the depositions of

Debtor’s key personnel; (c) reviewing all filed pleadings and exhibits thereto that may have been

relevant to the depositions of Debtor’s key personnel; (d) developing strategy for deposition

preparation sessions for Debtor’s key personnel and communicating with co-counsel regarding


same; (e) communicating with all counsel regarding deposition issues, including identifying

deponents and scheduling for same; (f) participating in a deposition preparation session for

Michael Sheffieck; and (g) participating in an all-day deposition of Michael Sheffieck.

Discovery Response Matters


in connection with Services pertaining to discovery response matters. Services rendered by PFS

in this category generally included, among other things: (a) identifying the location of all

electronically stored data and hard copies of all historical corporate documents as requested by

the Committee for production on an expedited basis; (b) retaining and coordinating the

collection and work performed by an electronic data collection vendor; (c) coordinating and

facilitating the processes for collection and production on an expedited basis of all

electronically stored data, including without limitation, the identification of custodians,

facilitation of nationwide collections of custodians’ electronic and hard copy data, application

of Committee’s search terms and communications with Committee’s counsel regarding same;

(d) identification and multiple on-site reviews at Debtor’s facility of historical hard copies of

corporate documents requested by the Committee for production on an expedited basis; (e)

identification and review of documents stored by PFS responsive to the Committee’s requests

for production; (f) work developing order of protection and FRE 502 protections, including

communications with all counsel regarding same, drafting same and attending hearings on

same; (g) communicating with Committee’s various counsels regarding all phases of expedited

discovery production and responses; and (h) reviewing and analyzing electronically stored

information and hard-copy documents for purposes of production, including, but not limited to,

review for responsiveness, privilege, work-product and confidentiality. In total, PFS produced

in excess of 400,000 electronic documents (which is approximately 70GB of data) and multiple

Banker’s Boxes in about three (3) weeks or less.


Hearing and Motion Practice Matters


$5,561.00 in connection with Services pertaining to hearing and motion practice matters.

Services rendered by PFS in this category generally included, among other things: (a) preparing

for and attending court hearings on (1) motion for entry of 502(d) order, (2) motion to employ

special counsel pursuant to Section 327 of the Bankruptcy Code and Rule 2014 of the

Bankruptcy Rules, and (3) motion for the entry of an order approving the sale process, bidding

procedures, bid protection, break-up fee and form of asset purchase agreement for the sale of

certain assets of the estate, among other things; and (b) drafting various motions, process letters

and affidavits.

Transaction Post-Closing Matters

42. PFS expended 52 hours of professional Services having a value of $18,180.00

in connection with Services pertaining to transaction post-closing matters. Services rendered by

PFS in this category generally included, among other things: (a) preparing and filing name

change and withdrawal forms with numerous state governmental authorities; (b) advising Debtor

on changes to its management, governing documents and other internal governance and

management issues; and (c) analyzing and advising Debtor on a variety of winding-up matters,

including, without limitation, final water meter readings, lien releases, census filings and tax

matters.

Stalking Horse Matters


$8,549.50 in connection with Services pertaining to stalking horse matters. Services rendered by

PFS in this category generally included, among other things: (a) preparing closing checklists and


other ancillary closing agreements in connection with the Stalking Horse APA and the Rail Car

Purchase Agreement; and (b) reviewing and negotiating contingent payment agreements.

WARN Matters


$63,996.00 in connection with Services pertaining to WARN matters. Services rendered by PFS

in this category generally included, among other things: (a) providing guidance regarding: (i)

compliance with the federal Worker Adjustment and Retraining Notification (WARN) Act and

applicable mini-WARN Acts at the Debtor’s relevant locations, (ii) compliance with the

applicable state law requirements relating to the termination of Debtor’s employees, (iii) an

investigation by the New York Department of Labor (NYDOL) regarding compliance with the

New York mini-WARN Act, and (iv) WARN-related matters generally, including, for example,

for due diligence purposes in connection with bankruptcy proceedings, and communications with

various interested parties, regarding such matters; (b) assisting in preparing and submitting: (i)

WARN notices, including required exhibits, under applicable law to various parties and

governmental entities, (ii) revised WARN notices in accordance with ongoing developments and

bankruptcy proceedings, (iii) responsive filings, exhibits and other supporting documentation to

the NYDOL, including, without limitation, communicating and working with Eureka and other

relevant parties regarding requests for, and production of, responsive documentation, (iii)

responses to follow-up requests for information and documents from the NYDOL, and (iv)

notices of rescission of WARN notices, including applicable exhibits, to required individuals and

governmental entities; and (c) providing ongoing assistance and direction regarding (i) WARN-

related issues based on ongoing developments at the Debtor’s various locations and bankruptcy


proceedings, and (ii) internal and external business communications regarding the termination of

Debtor’s employees and/or operations at the Debtor’s various locations.

Preparation of Final Fee Petition


during the Application Period working on the preparation of this detailed Application as the first

and only fee application in the Case. PFS expended an additional 10.5 hours having a value of

$4,731.00 after the Application Period revising and finalizing this Application. The fees

requested for preparing of this fee application are no more than five percent (5%) of the total fees

sought to be allowed for all services received by PFS in this case.

Summary of Services Rendered By Professional

46. In summary, the total compensation sought for each professional with respect to

the aforementioned categories is as follows:

Professional Position Hourly Rate

Hours

Total

Amount

Chadwick I. Buttell Partner $450.00 0.5 $225.00

Jonathan S. Goodman Partner $355.00 - $385.00 87.6 $31,714.00

Laura S. Liss Partner $390.00 - $400.00 51.2 $20,175.00

Alan B. Patzik Partner $540.00 - $560.00 24.1 $13,422.00

Steven M. Prebish Partner $470.00 - $480.00 244.3 $117,164.00

Phillip S. Reed Partner $485.00 0.1 $48.50

David J. Schwartz Partner $380.00 - $385.00 122.40 $44,255.50

Scott W. Smilie Partner $345.00 1.4 $483.00

James M. Teper Partner $390.00 – $400.00 33.8 $13,200.00

Scott A. Michie Associate $305.00 - $315.00 166.9 $51,089.50

Casandra Rdzak Associate $295.00 93.0 $27,258.00


Professional Position Hourly Rate

Hours

Total

Amount

Jeff T. Stevenson Associate $280.00 2.6 $728.00

Brett M. Winterstein Associate $260.00 - $275.00 93.8 $23,921.5

Syane A. Roy Associate $260 1.8 $468.00

Jennifer L. Howe Paralegal $125.00 - $160.00 15.6 $2,268.50

Ronna Zack Paralegal $235.00 - $245.00 5.1 $1,222.50

Totals 944.2 $347,643.00

47. The hourly rates charged by PFS compare favorably with the rates charged by

other Chicago metropolitan firms having attorneys and paralegals with similar experience and

expertise as the PFS professionals providing Services to the Debtor in connection with the Case.

Further, the amount of time spent by PFS with respect to the Case is reasonable given the

difficulty of the issues presented, the time constraints imposed by the circumstances, the amounts

at stake and the sophistication and experience of opposing counsel.

48. Many of the issues presented by the Case have been legally and factually

complex. The results of PFS’ efforts in this regard have inured to the benefit the Debtor. Given

the criteria set forth in § 330, namely (a) the nature, extent and value of the Services; (b) the time

spent; (c) the rates charged for such Services; (d) the performance of the Services within a

reasonable amount of time commensurate with the complexity, importance and nature of the

problem, issue or task addressed; and (e) the reasonableness of the Services based on the

compensation charged by comparably skilled practitioners in other bankruptcy and non-

bankruptcy matters, PFS respectfully submits that the requested compensation represents a fair

and reasonable amount that should be allowed in full.


49. This Application represents PFS’ first and final application for compensation in

the Case. As more fully described above, however, PFS has served five (5) Monthly Fee

Statements, none of which received an objection from any party in interest. PFS submits that the

Aggregate Fee Request is reasonable and requests the entry of an order authorizing

compensation for the Services as set forth herein.

EXPENSES

50. The actual and necessary costs expended by PFS during the Application Period

are detailed in the Invoices that are attached as Exhibits “A” and “B”. The requested

reimbursement amount for Expenses incurred is $5,939.57. All of the Expenses for which

reimbursement is sought are expenses that PFS customarily recoups from all of its clients.

The specific Expenses incurred during the Application Period for which reimbursement is

requested are as follows:

Category Amount

CSC Fees $2,728.47

Domain Name Searches $148.00

Federal Express/Shipping $121.97

Good Standing Certificates $47.00

Co-Counsel Fees $418.50

Messenger $184.43

Food Service $394.56

Outside Vendor Photocopy/Printing $1,013.77

Photocopy $4.50

Telephone $511.79

Travel Costs (e.g., Parking, Taxi) $367.10

TOTAL: $5,939.57


Photocopy: Photocopy charges include internal and outsourced copies. Generally, PFS

makes all copies internally. All internal copies are billed at a rate of $0.10 per page. Where a

large copy job may be more efficiently conducted by an outside copying service, PFS charges the

actual costs for expenses incurred. Outsourced copying services may include binding or color

copying.

Domain Name Searches: The expenses were incurred in connection with the Sale of

Debtor’s Assets.

Co-Counsel Fees: These expenses represent fees paid to North Carolina Attorney in

connection with the sale of the Debtor’s Monroe Property.

Food Service: On each of October 9, 2013, October 10, 2013, and October 30, 2013, PFS

ordered food on behalf of the Debtor, Eureka, and the Debtor’s counsel in connection with

working group sessions related to the negotiation and preparation of the Stalking Horse APA and

subsequent matters. These charges were $221.80, $58.63 and $114.13, respectively.

STANDARDS FOR REVIEW

51. The Court need look no further than Local Rule 5082-1 and the opinions in In re

Pettibone Corp., 74 B.R. 293 (Bankr. N.D. Ill. 1987) and In re Wildman, 72 B.R. 700 (Bankr.

N.D. Ill. 1987) for the applicable standard of review of the Application. The court in Pettibone,

at 74 B.R. 301 stated:

Under Sections 330 and 331 of the Bankruptcy Code, professionals

applying for fees must demonstrate in writing that their services were (1)

actual, (2) necessary, and (3) reasonable. Once services have been

performed, Bankruptcy Rule 2016 requires that:

A person seeking interim or final compensation for services, or

reimbursement of necessary expenses, from the estate shall file with the


court an application setting forth a detailed statement of (1) the services

rendered, time expended and expenses incurred, and (2) the amounts

requested. (Emphasis in original.)

These detailed applications establish the “actual”, while an accompanying

narrative explanation of the “how” and “why” establishes the “necessary”.

The primary objective of any fee petition is to reveal sufficient data to

enable the Court to determine whether the services rendered were

reasonable, actual and necessary. In re Jensen-Farley Pictures, Inc., 47

B.R. 557 at 582 (Bankr. D.Utah, 1985).

52. While the Court has wide discretion in reviewing a fee petition, such authority

must be dispensed with great care and fairness, In re Wildman, 72 B.R. at 705, while keeping in

mind that the well accepted goal is to encourage and induce capable attorneys to practice in the

Bankruptcy Court. In re Pettibone, 74 B.R. at 306.

53. “The main objective of a fee application is to disclose sufficient information to

enable a court to assess whether the services provided were reasonable, actual, and necessary.”

In re Eckert, 414 B.R. 404, 410 (Bankr. N.D. Ill. 2009) citing Wildman. In analyzing a fee

petition, the Court must determine “what the lawyer would receive if he were selling his services

in the market rather than being paid by court order.” Matter of Continental Illinois Securities

Litigation, 962 F.2d 566, 568 (7th Cir. 1992). Moreover, as stated in In re Boston and Maine

Corporation, 776 F.2d 2, 10 (1st Cir. 1985), the Court should focus on the benefits to the estate

and the quality of the performance of counsel in the context of the case as a whole:

Given these circumstances, it is important for a court to maintain “a sense

of overall proportion,” Gabriel v. Southworth, 712 F.2d 1505, 1507 (1st

Cir. 1983), and not “become enmeshed in meticulous analysis of every

detailed facet of the professional representation,” Lindy Brothers Builders,

Inc. v. American Radiator & Standard Sanitary Corp., 540 F.2d 102, 116

(3d Cir. 1976) ("Lindy II"). It is easy to speculate in retrospect that the

work could have been done in less time or with fewer attorneys or with an

associate rather than a partner. On the other hand, it is also possible that


B&M would not have enjoyed the success it did had its counsel managed

matters differently. Fee-cutting “ideally should be tempered with a view

towards the need for the services at the time they were rendered.” In re

Casco, 25 B.R. at 756 (Emphasis in original.)

54. Satisfaction of the “actual” standard is achieved by properly documenting the

services rendered. Detailed fee applications allow the Court to properly view time entries.

However, where the time reported as a whole is not disproportionate to the complexity of the

case, compensation requested should not be disallowed because of lack of detail. In re Wire

Cloth Products, Inc., 130 B.R. 798 (Bankr.N.D.Ill. 1991).

55. The “necessary” standard of Section 330 overruled the pre-Bankruptcy Code

concept of conservation of the estate. As was stated in Lifschultz Fast Freight, 140 B.R. at 490:

The issue under Section 330(a) is whether services for which

compensation is sought are “necessary services.” Necessary services have

always included services that aid in the administration of the case and help

the client fulfill duties under bankruptcy law, whether or not those services

result in a monetary benefit to the estate.

Concomitant with the “necessary” standard is the need for Movant’s billing judgment. Simply

put, a bankruptcy estate should not bear the burden of unnecessary duplication of services.

Pettibone Corp., 74 B.R. at 303.

56. The “reasonableness” standard of Section 330 includes many factors for

consideration. The court in Pennsylvania v. Delaware Valley Citizens Council, 478 U.S. 546,

106 Sup. Ct. 3088, 92 L.Ed 2d 439 (1986) confirmed its decision in Blum v. Stevenson, 465 U.S.

886, 104 S. Ct. 1541; 79 L.Ed 2d 891 (1984) which addressed the weight to be accorded to a

"lodestar" figure:

We emphasized, however, that the figure resulting from this calculation is

more than a mere “rough guess” or initial approximation of the final award

to be made. Instead we found that “[w]hen ... the applicant for a fee has


carried his burden of showing that the claimed rate and number of hours

are reasonable, the resulting product is presumed to be the reasonable

fee...” to which counsel is entitled. Id. at 897, 104 S. Ct. at 1548

(emphasis added).

106 Sup. Ct. at 3098.

57. Other factors which bear on the reasonableness of a fee request include: (1) the

difficulty and novelty of the case; (2) the preclusion of employment by the attorney due to

acceptance of the case; and (3) the benefit achieved. In re Wire Cloth Products, Inc., 130 B.R.

798, 807.

58. PFS has endeavored to prepare this Application in accordance with the standards

and guidelines outlined in Pettibone and Wildman.

REASONABLE AND NECESSARY SERVICES RENDERED BY PFS

59. This Application includes details of the Services provided by PFS to the Debtor,

including, in each instance, the identity of the professionals involved in the provision of such

Services, the dates of service, the time expended, and a brief description of the Services. The

compensation requested in this Application does not exceed the reasonable value of the services

rendered.

60. PFS achieved cost efficiencies by assigning specific tasks to specific persons or

teams of persons. The bulk of the services relate to three (3) general categories of work: (a) the

sale process; (b) discovery production matters; and (c) WARN matters. Rather than assigning

various attorneys to the myriad tasks that arose, PFS identified a core group of attorneys for each

category and those attorneys then assigned specific tasks within each category to attorneys with

lower hourly rates wherever possible. For example, WARN matters (which were quite laborious

and time consuming given the NYDOL’s repeated requests for information and explanation)

were handled principally by Ms. Liss, the head of PFS’s employment law practice, with

assistance from her associate, Ms. Rdzak. The sale of the Debtor’s business and the process


were led by Mr. Prebish with assistance from partners and associates in PFS’s corporate and

transactional group. Mr. Goodman led the efforts in responding to various request for document

production, deposition matters and other litigation items generally. PFS thus avoided the

performance of duplicative or unnecessary work.

61. The professional Services and related Expenses for which PFS requests final

allowance and payment were rendered as special counsel to the Debtor in the Case. PFS’s

Services have been necessary and beneficial to, and in the best interests of, the Debtor. Given

PFS’s history as corporate counsel to the Debtor, PFS brought years of institutional knowledge

to the process which would have taken another law firm significant time and expense to

replicate, if it could at all.

62. PFS respectfully submits that the Services for which it seeks compensation were,

at the time rendered, believed to be necessary for, and beneficial to, the Debtor. Because of the

benefits realized by the Debtor, PFS requests that it be allowed and paid at this time,

compensation for professional Services rendered during the Application Period in the amount of

$342,912.00 and compensation after the Application Period in connection with the preparation of

this Application in the amount of $4,731.00, representing the Aggregate Fee Request.

NOTICE

63. A copy of this Application has been served by CM/ECF and/or regular U.S. mail

to: (i) the Office of the United States Trustee; (ii) counsel for the trustee of the Liquidating Trust;

(iii) counsel for the Debtor; (iv) counsel for NewKey Group, LLC and NewKey Group II, LLC;

and (v) all other parties requesting notice pursuant to Bankruptcy Rule 2002 or who are

otherwise registered on the Court’s CM/ECF system in the Chapter 11 Case.

64. Bankruptcy Rule 2002(a)(6) generally requires that notice of a hearing on an

entity’s request for compensation or reimbursement of expenses exceeding $1,000 must be

provided to “the debtor, the trustee, all creditors and indenture trustees.” Fed. R. Bankr. P.

2002(a)(6). The Court, however, is authorized to “enter orders designating the matters in respect


to which, the entity to whom, and the form in which notices shall be sent.” Fed. R. Bankr. P.

2002(m).

65. PFS respectfully submits that cause exists to limit notice of this Application to the

parties specified above. Providing notice of this Application to more than one thousand creditors

would unduly burden the Debtor’s estate. Limiting notice would also be consistent with the fee

application procedures established by section 2.1.1(c)(ii) of the Chapter 11 Plan, under which the

“Notice Parties” are the United States Trustee and the Liquidating Trustee.

WHEREFORE, PFS respectfully requests that the Court enter an order, substantially in

the form filed herewith and made a part hereof that: (a) allows PFS $347,643.00 representing the

Aggregate Fee Request; (b) allows PFS $5,939.57, representing the Aggregate Expense Request;

(c) authorizes the Liquidating Trust to pay PFS $47,664.00, representing the Net Amount

Request; (d) authorizes limited notice of the hearing with respect to this Application; and (e)

provides PFS with such additional relief as may be appropriate and just under the circumstances.

[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]



UNITED STATES BANKRUPTCY COURTNORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

In Re ))) Bankruptcy No. ________________)

Debtor. ) Chapter _______________

COVER SHEET FOR APPLICATION FOR PROFESSIONAL COMPENSATION(IN CASES UNDER CHAPTERS 7, 11 AND 12)

Name of Applicant: ____________________________________________________________________________

Authorized to Provide Professional Services to: ______________________________________________________

Date of Order Authorizing Employment: ____________________________________________________________

Period for Which Compensation is Sought: From _____________________________, ________ through _____________________________, ________

Amount of Fees Sought: $_____________________________________________________________________

Amount of Expense Reimbursement Sought: $_____________________________________________________

This is an: Interim Application _______ Final Application _______

If this is not the first application filed herein by this professional, disclose as to all prior fee applications:

Date Period Total Requested Total Allowed Fees & ExpensesFiled Covered (Fees & Expenses) (Fees & Expenses) Previously Paid

Dated: ___________________________ __________________________________________ (Counsel)

Case 13-37603 Doc 912-1 Filed 11/20/14 Entered 11/20/14 22:34:45 Desc Coversheet Page 1 of 1

Note

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Additional compensation is sought for fees incurred thereafter in connection with the preparation of the Application.

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Rev: 20130104_bko

UNITED STATES BANKRUPTCY COURTNORTHERN DISTRICT OF ILLINOIS

In Re: ) BK No.:)) Chapter:)))

Debtor(s) )

SGK VENTURES, LLC (f/k/a Keywell L.L.C.),

13-37603

11

Eastern Division

Honorable Eugene R. Wedoff

ORDER GRANTING APPLICATION OF PATZIK, FRANK & SAMOTNY LTD. FOR ALLOWANCE OF FINAL COMPENSATION AND AUTHORIZING PAYMENT OF

FEES AND REIMBURSEMENT OF EXPENSES AS SPECIAL COUNSEL TO THE DEBTOR, AND LIMITING NOTICE THEREOF

THIS CAUSE coming to be heard upon the application of Patzik, Frank and Samotny, Ltd. ("Movant"), special counsel to SGK Ventures, LLC f/k/a Keywell L.L.C. (the "Debtor") in the above-captioned case, for the entry of an order pursuant to section 330 of Title 11 of the United States Code, Rules 2002 and 2016 of the Federal Rules of Bankruptcy Procedure, and Rule 5082-1 of the Local Rules of the U.S. Bankruptcy Court for the Northern District of Illinois, for the allowance and payment of final compensation and reimbursement of ordinary and necessary expenses incurred in connection therewith as special counsel to the Debtor during the pendency of the above-captioned case, and for limited notice (the "Application"); the Court having considered the Application and having heard statements of counsel present; no objections having been filed or presented to the relief sought in the Application, or any such objections having been overruled for the reasons stated in the record; good cause having been shown for the entry hereof; this Court having jurisdiction over this matter pursuant to sections 157 and 1334 of Title 28 of the U.S. Code; this proceeding being a core proceeding pursuant to section 157(b) of Title 28 of the U.S. Code; and the Court being otherwise fully advised in the premises; NOW THEREFORE, IT IS HEREBY ORDERED AS FOLLOWS: 1. The Application be and is hereby granted; 2. Movant be and is hereby allowed final compensation in the amount of $347,643.00 and reimbursement of actual and necessary expenses in the amount of $5,939.57; 3. Movant is hereby authorized to receive payment from SGK Ventures, LLC Liquidating Trust in the amount of $47,664 in unpaid fees, immediately upon the entry of this order; and 4. Limited notice of the hearing on the Application is hereby granted as requested therein, and no other or further notice is or shall be required.

Enter:

United States Bankruptcy JudgeDated:

Prepared by:ALEXANDER F. BROUGHAM, ESQ. (ARDC # 6301515)

Rev: 20130104_bko

ADELMAN & GETTLEMAN, LTD. 53 West Jackson Blvd., Suite 1050 Chicago, Illinois 60604 (312) 435-1050

Documents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE … · 2014. 11. 21. · 444 N. Michigan Avenue, Suite 3270 Chicago, IL 60611 Counsel to Wells Fargo Equipment Finance, Inc. Monette