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74812014.1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al.,1
Debtors.
Chapter 11 Case No. 20-10166 (JTD) (Jointly Administered) Objection Deadline: October 12, 2020 at 4:00 p.m. Hearing Date: Only if an objection is filed.
SEVENTH MONTHLY FEE APPLICATION OF POLSINELLI PC FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES
AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM AUGUST 1, 2020 THROUGH AUGUST 31, 2020
Name of Applicant: POLSINELLI PC
Authorized to Provide Professional Services to:
Debtors and Debtors in Possession
Date of Retention: February 26, 2020, nunc pro tunc to January 27, 2020
Period for which compensation and reimbursement is sought:
August 1, 2020 through August 31, 2020
Amount of Compensation sought as actual, reasonable and necessary:
$349,701.85
80% of Amount of Compensation sought as actual, reasonable and necessary:
$279,761.48
Amount of Expense Reimbursement sought as actual, reasonable and necessary:
$15,820.39
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples, FL, LLC (8700), Sinoc, Inc. (0723), Lucky’s Farmers Market of Ellisville, LLC (2875), and Lucky’s Farmers Market of Lexington, KY, LLC (3446).
Case 20-10166-JTD Doc 1063 Filed 09/21/20 Page 1 of 10
74812014.1
Number of Professionals Included in this Application:
13
Number of Professionals Billing Less Than 15 Hours to the Case During this Period:
4
Blended Rate for All Attorneys in this Application:
$534.88
Blended Rate for All Timekeepers in this Application:
$512.98
This is a(n): Monthly Interim ___ Final application
This is the SEVENTH monthly fee application filed by Polsinelli in this case.
Summary of Polsinelli’s Monthly Fee Applications
Compensation Period
100% Fees2 80% Fees 100% Expenses Total
January 27, 2020 – February 29, 2020
$504,280.75 $403,424.60 $6,952.88 $511,233.63
March 1, 2020 – March 31, 2020
$578,179.85 $462,543.60 $55,959.15 $634,139.00
April 1, 2020 – April 30, 2020
$450,105.10 $360,084.08 $37,774.79 $487,879.89
May 1, 2020 – May 31, 2020
$368,553.15 $294,842.52 $9,223.60 $377,776.75
June 1, 2020 – June 30, 2020
$359,907.55 $287,926.04 $10,581.29 $370,488.84
July 1, 2020 – July 31, 2020
$313,097.80 $250,478.24 $8,771.01 $313,097.80
August 1, 2020 – August 31, 2020
$349,701.85 $279,761.48 $15,820.39 $365,522.24
2 Inclusive of 50% reduction for travel time fees, where applicable.
Case 20-10166-JTD Doc 1063 Filed 09/21/20 Page 2 of 10
74812014.1
SUMMARY OF TIMEKEEPERS INCLUDED IN FEE APPLICATION
Name Title Section
Date of First
Admission Fees Billed Hours Billed
Hourly Rate
Billed in This
Application
Barlow, Savanna Associate
FR Financial
Services
Litigation 5/1/2018 $ 6,349.50 16.60 $ 382.50
Boydston, Liz N Shareholder
FR Bankruptcy
and Restructuring 11/1/2007 $ 70,148.00 98.80 $ 710.00
Dolphin, Brenna A Associate
FR Bankruptcy
and Restructuring 12/15/2011 $ 53,677.50 126.30 $ 425.00
Green, Trinitee G. Associate
FR Bankruptcy
and Restructuring 5/1/2012 $ 16,159.50 37.80 $ 427.50
Katona, Shanti M. Shareholder
FR Bankruptcy
and Restructuring 5/1/2007 $ 17,098.20 32.20 $ 531.00
Loh, Jillian Associate
FR Real Estate
Finance 11/1/2017 $ 842.40 2.40 $ 351.00
Martin, James P. Shareholder
FR Bankruptcy
and Restructuring 1/1/1998 $ 1,242.00 2.30 $ 540.00
Robbins, William S. Shareholder
LE Employment
Litigation 1/1/1984 $ 2,670.30 4.60 $ 580.50
Scott, Anaston Litigation Serv
FM Litigation
Services $ 450.00 2.00 $ 225.00
Suprum, Lindsey M. Paralegal
FR Bankruptcy
and Restructuring $ 19,125.00 62.50 $ 306.00
Terr, Amanda L. Associate
BU Corporate and
Transactional 11/1/2014 $ 42,219.45 103.10 $ 409.50
Wang, Caryn Associate
FR Bankruptcy
and Restructuring 11/1/2017 $ 35,640.00 88.00 $ 405.00
Ward, Chris A. Shareholder
FR Bankruptcy
and Restructuring 12/15/1999 $ 84,080.00 105.10 $ 800.00
$ 349,701.85 681.70 $ 512.98
Case 20-10166-JTD Doc 1063 Filed 09/21/20 Page 3 of 10
74812014.1
SUMMARY OF COMPENSATION BY PROJECT CATEGORY
Project Category Hours Billed Fees Sought
Asset Analysis & Recovery 0.50 $ 213.75
Asset Disposition & Sales 160.20 $ 74,943.95
Assumption/Rejection of Leases & Contracts 68.90 $ 37,992.15
Avoidance Action Analysis 0.40 $ 170.00
Bankruptcy-Related Advice 17.80 $ 9,457.90
Business Operations 3.20 $ 2,161.00
Case Administration 17.10 $ 6,721.35
Claims 1.30 $ 723.55
Claims Administration & Objections 47.40 $ 23,396.50
Corporate Governance & Board Matters 5.00 $ 3,713.00
Court Hearings 12.80 $ 5,620.50
Creditor Committee Meetings 0.20 $ 142.00
Creditor Inquiries 0.70 $ 542.00
Employment/Fee Applications 4.40 $ 3,470.60
Financing & Cash Collateral 3.20 $ 2,560.00
Litigation & Other Contested Matters 262.20 $ 139,179.65
Other Professional Fee Application 2.70 $ 826.20
Plan & Disclosure Statement (including business plan) 66.00 $ 34,968.15
Polsinelli Fee Applications 6.30 $ 1,927.80
Relief from Stay/Adequate Protection Proceedings 0.60 $ 480.00
Schedules/SOFAS/UST Reports 0.80 $ 491.80
681.70 $ 349,701.85
EXPENSE SUMMARY
Category Amount
Client Advance (Certified Copy) 11.00$
Deposition Transcript 436.25$
Filing Fees 531.00$
Miscellaneous (CourtCall) 166.50$
On-Line Searches 257.50$
Relativity-Searchable Data Hosting 3,470.13$
Tiff Creation/Production Images 31.50$
Westlaw Computer Research 10,916.51$
15,820.39$
Case 20-10166-JTD Doc 1063 Filed 09/21/20 Page 4 of 10
74812014.1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al.,1
Debtors.
Chapter 11 Case No. 20-10166 (JTD) (Jointly Administered) Objection Deadline: October 12, 2020 at 4:00 p.m. Hearing Date: Only if an objection is filed.
SEVENTH MONTHLY FEE APPLICATION OF POLSINELLI PC FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES
AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM AUGUST 1, 2020 THROUGH AUGUST 31, 2020
POLSINELLI PC (“Polsinelli”), counsel to the debtors and debtors in possession (the
“Debtors”) in the above-captioned cases (the “Cases”), submits its seventh monthly fee
application (the “Application”) for approval pursuant to 11 U.S.C. §§ 330 and 331 of its
monthly compensation and reimbursement of expenses for the period from August 1, 2020
through August 31, 2020 (the “Compensation Period”). In support thereof, Polsinelli
respectfully represents as follows:
I. JURISDICTION, VENUE AND STATUTORY PREDICATES FOR RELIEF SOUGHT
1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. §
1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A) and (B). Venue of this
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples, FL, LLC (8700), Sinoc, Inc. (0723), Lucky’s Farmers Market of Ellisville, LLC (2875), and Lucky’s Farmers Market of Lexington, KY, LLC (3446).
Case 20-10166-JTD Doc 1063 Filed 09/21/20 Page 5 of 10
74812014.1
proceeding and this Application is proper in this District pursuant to 28 U.S.C. §§ 1408 and
1409. The statutory predicates for the relief sought are sections 105(a) and 331 of the
Bankruptcy Code and the Order Establishing Procedures for Interim Compensation and
Reimbursement of Expenses of Professionals [Docket No. 259] entered in these Cases.
II. BACKGROUND
2. On January 27, 2020 (the “Petition Date”), each of the Debtors filed
voluntary petitions for relief under chapter 11 of the Bankruptcy Code with the United States
Bankruptcy Court for the District of Delaware (the “Court”) commencing the above-captioned
chapter 11 Cases. The factual background regarding the Debtors, including their business
operations and the events leading to the filing of these Cases, is set forth in detail in the Amended
Declaration of Andrew T. Pillari, Chief Financial Officer of Lucky’s Market Parent Company,
LLC, in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 47], fully
incorporated by reference therein. The Debtors have continued in the management and operation
of their businesses and properties as debtors in possession pursuant to sections 1107(a) and 1108
of the Bankruptcy Code.
3. No trustee or examiner has been appointed in these Cases. On February 4,
2020, the Office of the United States Trustee appointed an official committee of unsecured
creditors pursuant to section 1102 of the Bankruptcy Code.
4. On February 26, 2020, this Court entered an order approving the retention
of Polsinelli as counsel to the Debtors, nunc pro tunc to the Petition Date [Docket No. 277].
III. FEES AND EXPENSES
5. Polsinelli has continuously rendered services to the Debtors during the
Compensation Period, totaling 681.70 of actually billable hours of professional time, comprising
617.20 hours of professional services and 64.50 hours of paraprofessional services. The services
Case 20-10166-JTD Doc 1063 Filed 09/21/20 Page 6 of 10
74812014.1
of Polsinelli are necessary to enable the Debtors to execute faithfully their duties as debtors and
debtors in possession. Polsinelli has provided, and will continue to provide, services to the
Debtors including the following:
a. taking all necessary action to protect and preserve the estates of the Debtors, including the negotiation of disputes in which the Debtors are involved, the prosecution of actions on the Debtors’ behalf, the defense of any actions commenced against the Debtors, and the preparation of objections to claims filed against the Debtors’ estates;
b. reviewing all pleadings filed in the Cases;
c. providing legal advice with respect to the Debtors’ powers and duties as debtors in possession in the continued operation of their business;
d. preparing on behalf of the Debtors, as debtors in possession, necessary motions, applications, answers, orders, reports, and other legal papers in connection with the administration of the Debtors’ estates;
e. appearing in court and protecting the interests of the Debtors before this Court;
f. assisting with any disposition of the Debtors’ assets, by sale or otherwise;
g. taking all necessary or appropriate actions in connection with any plan of reorganization and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtors’ estates; and
h. performing all other legal services in connection with the Cases as may reasonably be required.
6. The total sum due to Polsinelli for professional services rendered on
behalf of the Debtors for the Compensation Period is $349,701.85, 80% of which will be due and
payable immediately upon approval of this Application. Polsinelli submits that the professional
services it rendered on behalf of the Debtors during this time were reasonable and necessary
under the circumstances.
7. Polsinelli also expended costs on behalf of the Debtors during the
Compensation Period in the sum of $15,820.39, 100% of which will be due and payable
immediately upon approval of this Application. In accordance with Rule 2016-2(e)(iii) of the
Case 20-10166-JTD Doc 1063 Filed 09/21/20 Page 7 of 10
74812014.1
Local Rules of Practice and Procedure for the United States Bankruptcy Court for the District of
Delaware, all copying charges are billed at no more than $0.10 per page.
8. Attached hereto as Exhibit A is the detailed invoice of Polsinelli’s fees and
expenses for the Compensation Period.2
9. The undersigned hereby attests that he has reviewed the requirements of
Local Rule 2016-2 and this Application conforms to such requirements.
WHEREFORE, Polsinelli requests that the Court approve the Application, pursuant to 11
U.S.C. §§ 105(a) and 331, granting it interim compensation for professional services rendered in
the amount of $349,701.85, 80% of which is to be paid upon the filing of a certificate of no
objection, and the sum of $15,820.39 for reimbursement of actual and necessary costs expended
as counsel to the Debtors for the period from August 1, 2020 through August 31, 2020.
Dated: September 21, 2020 Wilmington, Delaware
Respectfully submitted,
POLSINELLI PC
/s/ Christopher A. Ward Christopher A. Ward (Del. Bar No. 3877)
222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 [email protected] -and- Liz Boydston (Admitted Pro Hac Vice) 2950 N. Harwood, Suite 2100 Dallas, TX 75201 Telephone: (214) 661-5557 [email protected]
Counsel to the Debtors and Debtors in Possession
2 Electronic research is charged at standard Westlaw rates less a percentage discount that is assessed and adjusted periodically based on market terms.
Case 20-10166-JTD Doc 1063 Filed 09/21/20 Page 8 of 10
mailto:[email protected]
74812014.1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al.,1
Debtors.
Chapter 11 Case No. 20-10166 (JTD) (Jointly Administered)
VERIFICATION OF CHRISTOPHER A. WARD
1. I am a Shareholder in the Wilmington, Delaware office of Polsinelli PC
(“Polsinelli”), which maintains offices for the practice of law at 222 Delaware Avenue, Suite
1101, Wilmington, Delaware 19801, among other locations across the country. I am an attorney-
at-law, duly admitted, and in good standing to practice in the State of Delaware, as well as the
United States Court of Appeals for the Third Circuit, and the United States District Court for the
District of Delaware.
2. I have personally performed many of the legal services rendered by Polsinelli as
counsel to the above-captioned debtors and debtors in possession (the “Debtors”) and am
familiar with all other work performed on behalf of the Debtors by the lawyers and other
employees at Polsinelli.
3. The facts set forth in the foregoing Application are true and correct to the best of
my knowledge, information, and belief.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples, FL, LLC (8700), Sinoc, Inc. (0723), Lucky’s Farmers Market of Ellisville, LLC (2875), and Lucky’s Farmers Market of Lexington, KY, LLC (3446).
Case 20-10166-JTD Doc 1063 Filed 09/21/20 Page 9 of 10
74812014.1
4. I have reviewed Rule 2016-2 of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District of Delaware and believe that
the Application for Polsinelli complies with same.
5. Pursuant to 28 U.S.C. § 1746, I declare under the penalty of perjury that the
foregoing is true and correct.
Dated: September 21, 2020 Respectfully submitted,
/s/ Christopher A. Ward Christopher A. Ward (Del. Bar. No. 3877)
Case 20-10166-JTD Doc 1063 Filed 09/21/20 Page 10 of 10
74812014.1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al.,1
Debtors.
Chapter 11 Case No. 20-10166 (JTD) (Jointly Administered) Objection Deadline: October 12, 2020 at 4:00 p.m. Hearing Date: Only if an objection is filed.
NOTICE OF APPLICATION
PLEASE TAKE NOTICE that POLSINELLI PC (the “Applicant”), counsel to the debtors
and debtors in possession in the above-captioned bankruptcy cases (the “Debtors”), has filed the Seventh Monthly Fee Application of Polsinelli PC for Compensation and Reimbursement of Expenses as Counsel to the Debtors and Debtors in Possession for the Period from August 1, 2020 through August 31, 2020 (the “Application”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), 824 N. Market Street, Wilmington, Delaware 19801.
PLEASE TAKE FURTHER NOTICE that any responses or objections to the Application
must be filed with the Bankruptcy Court in accordance with the local rules and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 259] (the “Compensation Order”) and served on or before October 12, 2020 at 4:00 p.m. (Eastern Time) (the “Objection Deadline”) upon the following parties: (a) the Debtors; (b) counsel for the Debtors; (c) the Office of the United States Trustee for the District of Delaware; (d) counsel to the Prepetition Secured Lender; and (e) counsel to the Official Committee of Unsecured Creditors.
PLEASE TAKE FURTHER NOTICE that if any responses or objections to the
Application are timely filed, served, and received, a hearing on the Application will be held at a date and time convenient to the Bankruptcy Court. Only those objections made in writing and timely filed and received in accordance with the Compensation Order and the procedures set forth herein will be considered by the Bankruptcy Court at such hearing.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples, FL, LLC (8700), Sinoc, Inc. (0723), Lucky’s Farmers Market of Ellisville, LLC (2875), and Lucky’s Farmers Market of Lexington, KY, LLC (3446).
Case 20-10166-JTD Doc 1063-1 Filed 09/21/20 Page 1 of 2
74812014.1
IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE APPLICATION WILL BE DEEMED APPROVED AND THE APPLICANT WILL BE ENTITLED TO PAYMENT OF 80% OF ITS REQUESTED FEES AND 100% OF ITS REQUESTED EXPENSES WITHOUT FURTHER NOTICE OR HEARING.
Dated: September 21, 2020 Wilmington, Delaware
Respectfully submitted,
POLSINELLI PC
/s/ Christopher A. Ward Christopher A. Ward (Del. Bar No. 3877)
222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 [email protected] -and- Liz Boydston (Admitted Pro Hac Vice) 2950 N. Harwood, Suite 2100 Dallas, TX 75201 Telephone: (214) 661-5557 [email protected]
Counsel to the Debtors and Debtors in Possession
Case 20-10166-JTD Doc 1063-1 Filed 09/21/20 Page 2 of 2
mailto:[email protected]
74812014.1
EXHIBIT A
POLSINELLI PC Detailed Monthly Invoice
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 1 of 68
Lucky's Market Parent Company, LLCBo Sherman6328 Monarch Park Place, Ste 100Niwot, CO 80503
Invoice Date:Invoice No:Matter No:
September 9, 20201839103
106414-646376
As of the above date, we are showing the above balances are open and unpaid.This may not reflect other matters with alternative billing arrangements and does not reflect any unbilled fees and expenses.
Questions regarding your account, please call1 (877) 577-7455 or [email protected] other inquiries, please contact Chris A. Ward at (302) 252-0920 or [email protected]
Electronic remittance detail can be sent to [email protected]
Please make checks payable toPolsinelli PCP.O. Box 878681Kansas City, MO 64187-8681
222 Delaware Avenue, Suite 1101, Wilmington, DE 19801 | Phone: (302) 252-0920 www.polsinelli.com
For Professional Services Through August 31, 2020
Client: Lucky's Market Parent Company, LLCMatter: Restructuring
Total Current Fees $ 349,701.85
Total Costs $ 15,820.39
Total Current Invoice $ 365,522.24
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 2 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 2
Time Detail
B110 Case Administration
Date Description Initials Hours Amount08/03/20 Gave access to workspace per request from Liz Boydston. ASCOT 0.10 $22.5008/04/20 Weekly update call with working group. TGGR 1.00 427.5008/05/20 Correspondence with C. Ward regarding request for hearing date
for interim fee application and confirmationLMSUP 0.10 30.60
08/06/20 Correspondence with chambers and C. Ward to schedule October hearing date for confirmation and interim fee applications
LMSUP 0.20 61.20
08/06/20 Correspondence with C. Ward and T. Green regarding adjournment of hearing on Woolbright's motion to compel and extension of deadlines regarding same
LMSUP 0.10 30.60
08/06/20 Created searches for PROD002. Tagged documents included in PROD002 as Responsive. Created LS Admin tags for PROD002.
ASCOT 0.90 202.50
08/06/20 Processed two documents for production per request from Caryn Wang.
ASCOT 0.30 67.50
08/07/20 Review dockets, update critical dates memo and distribute; update calendar; correspondence regarding same.
LMSUP 1.50 459.00
08/07/20 Review and related communications with Lindsey Suprum regarding updated critical dates calendar.
ENBOY 0.10 71.00
08/10/20 Prepared the 20200810_Prod0023 production. ASCOT 0.70 157.5008/10/20 Confer with Chris Ward and Caryn Wang regarding Louisville
litigation strategy (.1); communications with Isaac Gabriel regarding discovery and tomorrow's deposition (.2); numerous communications with Lexitas regarding upcoming deposition logistics and follow-up with Landlord's counsel, Committee counsel, Lucky's team, and Polsinelli core team (.5).
ENBOY 0.80 568.00
08/11/20 Weekly conference call with Lucky's team and all professionals. ENBOY 1.00 710.0008/12/20 Advise L. Suprum re omnibus hearing dates. SMKAT 0.10 53.1008/14/20 Correspondence with C. Ward and T. Green regarding further
extension of briefing deadlines for Woolbright motion to compel; document same.
LMSUP 0.20 61.20
08/14/20 Review dockets, update critical dates memo and distribute; update calendar; correspondence regarding same.
LMSUP 1.50 459.00
08/14/20 Draft, finalize and file certification of counsel and order scheduling omnibus hearing dates; finalize and upload proposed order; correspondence regarding same.
LMSUP 0.70 214.20
08/14/20 Review and comment on updated critical dates. SMKAT 0.10 53.1008/18/20 Participate in weekly all-hands team and professionals call
regarding outstanding case issues, objections, claims, closings, Louisville Litigation, and plan/disclosure statement.
ENBOY 1.00 710.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 3 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 3
Date Description Initials Hours Amount08/19/20 Correspondence with B. Dolphin regarding upcoming filings LMSUP 0.10 30.6008/19/20 Telephone conference with B. Dolphin regarding pending tasks
and next steps (0.5); review outline of open tasks and provide comments to same (0.4).
TGGR 0.90 384.75
08/20/20 Multiple correspondence with Polsinelli team and chambers regarding revised confirmation schedule and rescheduling evidentiary hearing
LMSUP 0.60 183.60
08/21/20 Various correspondence with chambers and Polsinelli team regarding scheduling and moving certain omnibus hearing dates
LMSUP 0.40 122.40
08/21/20 Work with L. Suprum on omnibus hearing schedule and address critical case management re same.
SMKAT 0.20 106.20
08/24/20 Correspondence with chambers regarding cancellation of August 27 hearing
LMSUP 0.10 30.60
08/26/20 Correspondence with chambers regarding interim fee hearing and rescheduling October 26 hearing
LMSUP 0.10 30.60
08/26/20 Weekly team meeting with B. Dolphin (0.5); follow on with comments regarding additional deadlines (0.1).
TGGR 0.60 256.50
08/27/20 Various correspondence with Polsinelli team and chambers regarding rescheduling October 26 hearing
LMSUP 0.20 61.20
08/28/20 Review dockets, update critical dates memo and distribute; update calendar.
LMSUP 3.20 979.20
08/28/20 Review updated critical dates memo and comment on same. SMKAT 0.20 106.2008/31/20 Review second motion to extend exclusivity and confer with
Trinitee Green regarding same.ENBOY 0.10 71.00
SUBTOTAL FOR B110 Case Administration 17.10 $6,721.35
B120 Asset Analysis & Recovery
Date Description Initials Hours Amount08/10/20 Group meeting to prepare for auction. TGGR 0.50 $213.75SUBTOTAL FOR B120 Asset Analysis & Recovery 0.50 $213.75
B130 Asset Disposition & Sales
Date Description Initials Hours Amount08/01/20 Correspondence with T. Green regarding lien releases in
connection with construction lien claims related to Aldi's acquisition of Venice location.
ALTER 0.50 $204.75
08/03/20 Review description of general contractors and subcontractors contained within the schedules
BADOL 1.50 637.50
08/03/20 Preparation for and call with T. Greene regarding treatment of lien claims in connection with Aldi sales.
ALTER 0.60 245.70
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 4 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 4
Date Description Initials Hours Amount08/03/20 Call with Aldi counsel regarding status of deal negotiations on
Cape Coral, Clearwater and Neptune Beach.ALTER 0.60 245.70
08/03/20 Finalized Publix closing binder and circulated to Lucky's team for inclusion in records.
ALTER 1.30 532.35
08/03/20 Correspondence with Oryana counsel regarding TVC flooding events.
ALTER 0.10 40.95
08/03/20 Correspondence with Aldi counsel regarding status of offers on Neptune, Coral Springs and Cape Coral
ALTER 0.10 40.95
08/03/20 Continued preparation of Aldi sale transaction closing binder. ALTER 0.20 81.9008/03/20 Preparation for and call with T. Green and J. Galaz (A&M)
regarding treatment of mechanic's liens on Kroger guaranteed leases.
ALTER 0.90 368.55
08/03/20 Correspondence with T. Green regarding details of Case Contracting M&M lien.
ALTER 0.50 204.75
08/03/20 Review CBRE update on Panama City and correspondence re same
CAWAR 0.10 80.00
08/04/20 Preparation for and call with LMPC professionals regarding asset sales (Panama City, Neptune Beach, Cape Coral, Clearwater), Bonita Springs SEG litigation process, claims reconciliations, and contract rejections.
ALTER 1.30 532.35
08/04/20 Preparation of M&M lien spreadsheet for all Aldi sales (completed and prospective).
ALTER 0.70 286.65
08/04/20 Weekly teleconference with Lucky's professionals regarding remaining asset sales, SEG litigation, claims reconciliations, and contract rejections.
ENBOY 1.00 710.00
08/04/20 Correspondence with counsel to Schnucks and Polsinelli core team Re closing issues
CAWAR 0.10 80.00
08/05/20 Request court reporter for August 12 auction; correspondence regarding same.
LMSUP 0.20 61.20
08/06/20 Correspondence with C. Ward regarding logistics for virtual auction
LMSUP 0.20 61.20
08/06/20 Correspondence with B. Dolphin regarding Snyder lien releases in connection with Fort Myers location. Review of files for same.
ALTER 0.40 163.80
08/06/20 Correspondence with C. Ward regarding update on Bonita Springs and Panama City sale status.
ALTER 0.10 40.95
08/06/20 Correspondence with Committee counsel re ALDI interest, correspondence with Polsinelli core team re same
CAWAR 0.20 160.00
08/06/20 Correspondence with Lindsey Suprum re court reporter for virtual auction
CAWAR 0.10 80.00
08/06/20 Correspondence with Debtors and their professionals re Panama City Auction, set up Zoom auction room and discuss logistics
CAWAR 0.40 320.00
08/06/20 Correspondence with client team and professionals re sale of liquor licenses
CAWAR 0.10 80.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 5 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 5
Date Description Initials Hours Amount08/06/20 Correspondence with Caryn Wang re Panama City auction
outlineCAWAR 0.10 80.00
08/07/20 Correspondence with Reliable regarding court reporter assigned for August 12 auction
LMSUP 0.10 30.60
08/07/20 Confer with Chris Ward regarding drafting a motion to approve the private sale of a Bloomington liquor license
BADOL 0.10 42.50
08/07/20 Correspondence with Debtors and their professionals re Panama City auction
CAWAR 0.10 80.00
08/07/20 Correspondence with client team and professionals re sale of Bloomington liquor license, review and comment on sale agreement, correspondence with Polsinelli core team re drafting sale motion
CAWAR 0.40 320.00
08/10/20 Draft notice of virtual auction and correspondence with C. Ward and L. Suprum regarding same (0.7).
CEWAN 0.70 283.50
08/10/20 Discuss the recorded release of claim of lien received from Snyder Construction related to the Fort Myers store lease with counsel to Winn-Dixie
BADOL 0.10 42.50
08/10/20 Participate in Zoom meeting with Polsinelli core team regarding Panama City auction (.5); communications to and from CBRE team regarding Panama City bids and follow-up with Lucky's team (.2).
ENBOY 0.70 497.00
08/10/20 Correspondence with Aldi counsel regarding status of offer on Neptune, Clearwater and Cape Coral.
ALTER 0.10 40.95
08/10/20 Communicate with counsel to Snyder Construction regarding the recording of a release of lien against the Fort Myers location as part of the Winn-Dixie sale (.2); provide recorded release of lien form to Chris Ward, Amanda Terr, and Trinitee Green (.2)
BADOL 0.40 170.00
08/10/20 Discussion with Andy Pillari, Maria Woods, A&M, CBRE and Polsinelli teams about Panama City assets and bidding
BADOL 0.40 170.00
08/10/20 Call with M. Woods regarding status of Panama City bids, Neptune Beach hearing, Aldi interest in Clearwater and Cape Coral locations.
ALTER 0.50 204.75
08/10/20 Receipt and review of Panama City bid package and PSA from Mobama LLC. Correspondence with M. Woods regarding same.
ALTER 0.70 286.65
08/10/20 Lucky's team meeting prep in anticipation of Panama City Auction.
ALTER 0.50 204.75
08/10/20 Receipt and review of Snyder Construction lien release recorded in connection with the Ft Myers location. Correspondence with SEG counsel and B. Dolphin regarding necessity of corrective instrument related to same.
ALTER 0.60 245.70
08/10/20 Participate in team meeting to address open issues re Panama City auction.
SMKAT 0.50 265.50
08/10/20 Correspondence with Caryn Wang re auction rules CAWAR 0.10 80.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 6 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 6
Date Description Initials Hours Amount08/10/20 Correspondence with CBRE team re Panama City bids,
correspondence with Debtors and their professionals re same, correspondence with counsel to Committee, correspondence with counsel to Kroger, reach out to interested parties
CAWAR 0.50 400.00
08/10/20 Participate in Zoom meeting with Polsinelli core team to discuss open issues and Panama City auction
CAWAR 0.50 400.00
08/10/20 Review bid package from interested party CAWAR 0.40 320.0008/10/20 Correspondence with Debtors and their professionals re Neptune
Beach zoning hearingCAWAR 0.10 80.00
08/11/20 Coordinate logistics for August 12 virtual auction LMSUP 0.30 91.8008/11/20 Review, revise, finalize, file and serve notice of virtual auction;
correspondence regarding same.LMSUP 0.40 122.40
08/11/20 Draft, finalize and file certificate of no objection regarding private sale motion; finalize and upload proposed order; correspondence regarding same.
LMSUP 0.90 275.40
08/11/20 Preparation for and call with LMPC professionals regarding Panama City auction; Neptune Beach hearing; Bonita Springs litigation; remaining asset sales; claims reconciliations.
ALTER 1.30 532.35
08/11/20 Draft motion to approve private sale of liquor permit (Bloomington) and proposed form of order
BADOL 3.00 1,275.00
08/11/20 Prepare to attend the virtual Panama City auction and review information related to received bids and auction rules
BADOL 1.60 680.00
08/11/20 Discuss motion to approve private sale of liquor license (Ann Arbor) with Chris Ward (.1); provide draft motion to counsel for the prepetition secured lender (.2) and counsel to the purchaser (.2) for review and comment
BADOL 0.50 212.50
08/11/20 Communicate with counsel to Snyder Construction (.2) regarding recorded release of claim of lien against the Fort Myers store lease sold to Winn-Dixie; review the recorded release of lien (.1); provide recorded release of lien to counsel for Winn-Dixie (.2); update counsel to Snyder Construction with request related to re-recording the release of claim of lien (.2)
BADOL 0.70 297.50
08/11/20 Review of Panama City APA terms in preparation for auction. ALTER 1.10 450.4508/11/20 Receipt and review of Panama City Auction Rules. ALTER 0.50 204.7508/11/20 Call with Aldi counsel regarding Kroger assumption of its
guaranteed leases.ALTER 0.50 204.75
08/11/20 Correspondence with counsel to MBD re August 12 virtual auction
CAWAR 0.10 80.00
08/11/20 Correspondence with Polsinelli core team re no responses to private vehicle sale motion and copy of Certificate of No Objection
CAWAR 0.20 160.00
08/11/20 Draft outline for presentation at Panama City auction CAWAR 0.50 400.0008/11/20 Correspondence with buyer and Polsinelli core team re motion to
sell liquor licenseCAWAR 0.10 80.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 7 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 7
Date Description Initials Hours Amount08/11/20 Correspondence with Debtors and their professionals re Panama
City auction logisticsCAWAR 0.10 80.00
08/11/20 Review and comment on draft of notice of virtual auction, correspondence with Polsinelli core team re same, review filed copy
CAWAR 0.40 320.00
08/11/20 Correspondence with client team and professionals re Neptune Beach zoning hearing and issues
CAWAR 0.10 80.00
08/11/20 Correspondence with Lindsey Suprum re court reporter for auction
CAWAR 0.10 80.00
08/11/20 Correspondence with client team and Polsinelli core team re motion to sell liquor license
CAWAR 0.10 80.00
08/11/20 Correspondence with counsel to Kroger and Brenna Dolphin re motion to sell liquor license
CAWAR 0.10 80.00
08/12/20 Attend virtual auction for Panama City property (0.5); draft notice of successful bidder for same (1.1); begin drafting CBRE declaration in support of Panama City Sale Motion (0.7); revise sale order to reflect outcome of auction (2.1).
CEWAN 3.90 1,579.50
08/12/20 Review, revise, finalize, file and serve notice of successful bidder; correspondence regarding same.
LMSUP 0.40 122.40
08/12/20 Prepare for, discussions with consultation parties, and participate in Panama City auction.
ENBOY 0.70 497.00
08/12/20 Attend virtual auction of Panama City assets BADOL 0.90 382.5008/12/20 Receipt and review of Aldi's diligence request pertaining to
Clearwater, Neptune and Cape Coral. Consolidation of resources and responses to same.
ALTER 2.40 982.80
08/12/20 Review of MBD Exhibits to PSA and preparation of outstanding items list. Correspondence with M. Woods and A. Pillari regarding same.
ALTER 1.00 409.50
08/12/20 Correspondence with Neptune Beach City Council regarding CDB meeting agenda. Subsequent discussion with LMPC professionals regarding same.
ALTER 1.30 532.35
08/12/20 Preparation for and attendance of Lucky's Panama City auction. ALTER 1.60 655.2008/12/20 Review outcome correspondence re sale of Panama City
location.SMKAT 0.10 53.10
08/12/20 Review and comment on draft Notice of Successful Bidder, correspondence with Polsinelli core team re same, review filed copy
CAWAR 0.50 400.00
08/12/20 Participate in and host Panama City virtual auction CAWAR 1.50 1,200.0008/12/20 Review Order (I) Authorizing the Private Sale of Certain of the
Debtors' Assets Free and Clear of All Liens, Claims, Encumbrances and Interests, (II) Authorizing the Assumption and Assignment of Contracts and Leases, and (III) Granting Related Relief (VW Credit Leasing, LTD)
CAWAR 0.10 80.00
08/12/20 Finalize notes and prepare for Panama City virtual auction CAWAR 0.50 400.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 8 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 8
Date Description Initials Hours Amount08/12/20 Correspondence with successful bidder and Debtors'
professionals re additional deposit and closingCAWAR 0.10 80.00
08/12/20 Draft email update to special committee re Panama City sale and plan and disclosure statement, correspondence with special committee, client team, and professionals re same
CAWAR 0.20 160.00
08/12/20 Correspondence with client team and Polsinelli core team re Neptune Beach situation and related issues
CAWAR 0.20 160.00
08/12/20 Correspondence with bidder re auction logistics CAWAR 0.10 80.0008/13/20 Continue drafting CBRE declaration in support of Panama City
Sale Motion (2.5).CEWAN 2.50 1,012.50
08/13/20 Discussion with A&M team regarding prepaid deposits incorporated into MBD PSA.
ALTER 0.20 81.90
08/13/20 Confer with Chris Ward and Amanda Terr regarding the Neptune Beach store lease
BADOL 0.30 127.50
08/13/20 Call with Aldi counsel regarding tentative offer on Lucky's locations.
ALTER 0.40 163.80
08/13/20 Correspondence with B. Dolphin regarding status of Neptune Beach stipulation and transaction
ALTER 0.20 81.90
08/13/20 Correspondence with M. Woods and Neptune Beach landlord regarding Neptune Beach city council meeting.
ALTER 0.60 245.70
08/13/20 Call with MBD counsel regarding revised APA terms. ALTER 0.30 122.8508/13/20 Correspondence with C. Wang regarding Panama City sale
hearing and order. Brief review of same.ALTER 0.40 163.80
08/13/20 Call with Aldi counsel regarding interest in Clearwater and Coral Springs properties
ALTER 0.50 204.75
08/13/20 Review and comment on draft Neil Kelly declaration in support of Panama City sale
CAWAR 0.50 400.00
08/13/20 Correspondence with Caryn Wang re Panama City sale order CAWAR 0.10 80.0008/13/20 Correspondence with counsel to MBD and Polsinelli core team
re APA and sale orderCAWAR 0.10 80.00
08/13/20 Review and comment on draft clean and redline Panama City sale order, correspondence with purchaser's counsel, correspondence with Committee counsel, correspondence with counsel to Kroger, correspondence with Polsinelli core team
CAWAR 0.50 400.00
08/13/20 Review transcript from virtual auction and correspondence re same
CAWAR 0.40 320.00
08/13/20 Correspondence with client team and Polsinelli core team re Neptune Beach situation
CAWAR 0.10 80.00
08/14/20 Correspondence with C. Ward regarding status of filing declaration of proposed order for Panama City sale
LMSUP 0.10 30.60
08/14/20 Receipt of Aldi offer for Cape Coral and Clearwater locations. Call with Aldi regarding same. Subsequent discussion with LMPC professionals and Kroger regarding deal terms.
ALTER 1.20 491.40
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 9 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 9
Date Description Initials Hours Amount08/14/20 Provide order approving private sale of motor vehicle and
assignment of motor vehicle leases to Andy Pillari and Maria Woods for closing
BADOL 0.20 85.00
08/14/20 Correspondence with M. Woods regarding Neptune Beach transaction strategy.
ALTER 0.30 122.85
08/14/20 Revised MBD Properties PSA per auction results and circulated to Buyer for review.
ALTER 0.60 245.70
08/14/20 Review bid for 2 store locations, correspondence with Debtors and their professionals, correspondence with counsel to Kroger
CAWAR 0.40 320.00
08/14/20 Correspondence re MBD closing CAWAR 0.10 80.0008/14/20 Review and comment on further revised CBRE declaration in
support of Panama City sale and correspondence with Debtors and their professionals re same
CAWAR 0.50 400.00
08/14/20 Correspondence with Debtors and their professionals re Neptune Beach community development meeting
CAWAR 0.10 80.00
08/14/20 Correspondence with CBRE team and Polsinelli core team re Panama City sale declaration
CAWAR 0.10 80.00
08/14/20 Correspondence with client team and professionals re VW vehicle sale order and closing
CAWAR 0.10 80.00
08/17/20 Correspondence with Polsinelli core team regarding Panama City Sale Order, preparation for hearing, and status of Panama City APA (0.2).
CEWAN 0.20 81.00
08/17/20 Review, finalize, file and serve declaration in support of Panama City sale; correspondence regarding same.
LMSUP 0.40 122.40
08/17/20 Draft, finalize and file certification of counsel regarding Panama City sale order; finalize and upload proposed order with the Court; various correspondence regarding same.
LMSUP 1.50 459.00
08/17/20 Correspondence with B. Dolphin and L. Suprum regarding filing of MBD Properties PSA alongside sale order. Correspondence and call with MBD counsel regarding same. Finalized and compiled fully executed agreement and circulated to all parties.
ALTER 1.00 409.50
08/17/20 Correspondence with K. Noone and A. Pillari regarding Aldi Clearwater diligence request. Initial review of Clearwater lease agreement.
ALTER 0.80 327.60
08/17/20 Review certification of counsel regarding the Panama City sale order before submitting it to the Court
BADOL 0.10 42.50
08/17/20 Correspondence with CBRE team re August 17 hearing CAWAR 0.10 80.0008/17/20 Review and comment on final draft of Neil Kelly declaration in
support of Panama City sale, correspondence with Polsinelli core team re same, review filed copy
CAWAR 0.40 320.00
08/17/20 Correspondence with Debtors and their professionals re ALDI bid
CAWAR 0.10 80.00
08/17/20 Correspondence with client team and professionals re sale of vehicles
CAWAR 0.10 80.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 10 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 10
Date Description Initials Hours Amount08/17/20 Review and comment on amended agenda for August 17
hearing, correspondence with Polsinelli core team re same, review filed copy
CAWAR 0.40 320.00
08/17/20 Correspondence with Committee counsel re ALDI bid CAWAR 0.10 80.0008/17/20 Review and comment on draft certification of counsel re Panama
City sale order, correspondence with Polsinelli core team re same, review filed copy
CAWAR 0.40 320.00
08/17/20 Review updated MBD purchase agreement and correspondence re same
CAWAR 0.10 80.00
08/17/20 Correspondence with special committee re court approval of Panama City sale
CAWAR 0.10 80.00
08/17/20 Review email memo to special committee re ALDI bid and correspondence re same
CAWAR 0.10 80.00
08/18/20 Correspondence with Lucky's team regarding Aldi's Clearwater diligence request. Compilation of same.
ALTER 0.80 327.60
08/18/20 Preparation for and call with LMPC professionals regarding APA asset sales, claims reconciliations, contract rejections, and Lucky's transition.
ALTER 1.20 491.40
08/18/20 Review of Clearwater and Cape Coral leases for landlord information. Sent same to B. Dolphin.
ALTER 0.30 122.85
08/18/20 Correspondence with Debtors and their professionals re ALDI bid
CAWAR 0.10 80.00
08/18/20 Review Order (I) Approving the Sale of Certain of the Debtors Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, and (II) Granting Related Relief
CAWAR 0.10 80.00
08/18/20 Correspondence with A&M team and counsel to Kroger re ALDI bid
CAWAR 0.10 80.00
08/19/20 Communicate with Lindsey Suprum regarding expected motion to approve the private sale of the Cape Coral lease and the Clearwater lease and filing date
BADOL 0.10 42.50
08/19/20 Correspondence with LMPC professionals regarding M&M liens in connection with Aldi offer on Clearwater and Cape Coral,
ALTER 0.60 245.70
08/19/20 Call with Aldi counsel to discuss deal mechanics and terms regarding Cape Coral and Clearwater offer. Subsequent discussion with LMPC professionals regarding timing of same.
ALTER 1.00 409.50
08/19/20 Correspondence with B. Dolphin and C. Ward regarding disclosures to Clearwater landlord in connection with Aldi deal.
ALTER 0.20 81.90
08/19/20 Compilation and review of Clearwater and Cape Coral diligence in connection with Aldi request. Correspondence with Aldi counsel and Lucky's team regarding same.
ALTER 1.90 778.05
08/19/20 Call with R. Lawlor (HillCo) regarding strategy for assignment of Clearwater and Cape Coral leases to Aldi.
ALTER 0.70 286.65
08/19/20 Correspondence with MBD Properties counsel regarding closing mechanics and timeframe in connection with Panama City.
ALTER 0.40 163.80
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 11 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 11
Date Description Initials Hours Amount08/19/20 Call with M. Woods regarding status of Neptune, Clearwater and
Cape Coral sales; status of MBD closing and status of Louisville litigation.
ALTER 0.60 245.70
08/19/20 Communicate with Chris Ward and Amanda Terr regarding strategy and time line for private sale motion related to Cape Coral lease and Clearwater lease
BADOL 0.60 255.00
08/19/20 Correspondence with Amanda Terr re ALDI strategy CAWAR 0.10 80.0008/19/20 Correspondence with buyer and client and professionals re liquor
license saleCAWAR 0.10 80.00
08/19/20 Correspondence with client team and professionals re sale strategy with ALDI
CAWAR 0.10 80.00
08/19/20 Correspondence with Debtors and their professionals re ALDI offer
CAWAR 0.10 80.00
08/19/20 Correspondence with Philco and Debtors' professionals re ALDI issues
CAWAR 0.10 80.00
08/19/20 Correspondence with counsel to ALDI and Debtors team re revised offer
CAWAR 0.10 80.00
08/20/20 Correspondence with B. Dolphin regarding updated status of filing of Aldi private sale motion
LMSUP 0.10 30.60
08/20/20 Call with R. Lawlor (Hilco) regarding status of Clearwater and Cape Coral assignment to Aldi.
ALTER 0.40 163.80
08/20/20 Discuss deal structure with Chris Ward and Amanda Terr related to the possible sale of the Cape Coral lease and Clearwater lease to Aldi
BADOL 0.40 170.00
08/20/20 Begin drafting motion to approve private sale of the Clearwater and Cape Coral store leases to Aldi
BADOL 3.50 1,487.50
08/20/20 Correspondence with counsel for MBD Properties regarding timing of transaction closing. Receipt and review of corporate documents and newly formed LLC assignment agreement.
ALTER 0.30 122.85
08/20/20 Call with Aldi counsel regarding assignment and purchase agreement for Cape Coral and Clearwater. Subsequent review and revision of same.
ALTER 1.50 614.25
08/20/20 Preparation for and call with Aldi counsel regarding strategy for assignment and sale of Clearwater and Cape Coral leases. Subsequent discussion regarding format of assignment and purchase agreement for same.
ALTER 1.40 573.30
08/20/20 Preparation for and call with counsel for MBD properties regarding Panama City closing items, mechanics and timing.
ALTER 1.40 573.30
08/20/20 Correspondence with Lucky's team regarding Coral Springs tax reconciliation. Review of Aldi APA for treatment of same.
ALTER 0.40 163.80
08/20/20 Correspondence with Brenna Dolphin re ALDI sale motion CAWAR 0.10 80.0008/20/20 Conference call with counsel to ALDI and Debtors and their
professionals re assumption and assignment to ALDI of Cape Coral and Clearwater
CAWAR 0.50 400.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 12 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 12
Date Description Initials Hours Amount08/20/20 Correspondence with client team and professionals re Panama
City closingCAWAR 0.10 80.00
08/21/20 Communicate and discuss potential cure amounts related to the Cape Coral lease and Clearwater lease and the motion to approve a private sale to Aldi with Chris Ward, Amanda Terr ,and Jonah Galaz (1.5); review cure schedules provided by Jonah Galaz (.3)
BADOL 1.80 765.00
08/21/20 Discussion with J. Galaz regarding cure costs associated with Clearwater and Cape Coral properties.
ALTER 0.40 163.80
08/21/20 Discuss draft lease amendments and assignment agreements received from Aldi with Amanda Terr
BADOL 0.80 340.00
08/21/20 Continue drafting motion to approve private sale of two lease agreements to Aldi and proposed form of order
BADOL 4.50 1,912.50
08/21/20 Discussion with LMPC team regarding back-up bidder allocation for Clearwater and Cape Coral leases.
ALTER 0.70 286.65
08/21/20 Receipt and review of Debtors initial disclosure in Winn-Dixie litigation (Bonita Springs).
ALTER 0.70 286.65
08/21/20 Discussion with Aldi counsel regarding revisions to assignment and assumption agreement.
ALTER 0.60 245.70
08/21/20 Receipt and review of Aldi Assignment and Assumption Agreement. Revision of same and subsequent call with M. Woods
ALTER 2.40 982.80
08/21/20 Receipt and review of Aldi's Cape Coral and Clearwater lease amendments
ALTER 0.80 327.60
08/21/20 Call with B. Dolphin regarding terms of Aldi assignment agreement in relation to lease agreements.
ALTER 0.50 204.75
08/21/20 Receipt and review of Sanitas revisions to Orlando NDA. ALTER 0.50 204.7508/21/20 Extensive review and revisions to motion to approve sale and
assumption and assignment of Cape Coral and Clearwater leases to Kroger and order approving same, correspondence with client team and A&M, correspondence with Polsinelli core team, correspondence with counsel to ALDI, correspondence with counsel to Kroger
CAWAR 1.50 1,200.00
08/21/20 Correspondence with client team and professionals re ALDI situation
CAWAR 0.10 80.00
08/21/20 Review ALDI draft of assumption and assignment agreement and correspondence with Polsinelli core team re revisions
CAWAR 0.40 320.00
08/22/20 Call with M. Woods regarding Aldi assumption of Clearwater and Cape Coral leases and further revision of same. Circulated to Aldi for comment.
ALTER 1.30 532.35
08/22/20 Receipt review and revision of Aldi (Cape Coral/Clearwater) Lease Assignments, Lease Amendments and Guaranties. Circulated same to M. Woods and Kroger team for further review and comment.
ALTER 2.90 1,187.55
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 13 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 13
Date Description Initials Hours Amount08/22/20 Receipt and review of Aldi's proposed amendments to
Clearwater and Cape Coral leases. Correspondence with Aldi counsel and B. Dolphin regarding circulation to landlords.
ALTER 0.40 163.80
08/22/20 Review further revised ALDI Assumption and Assignment Agreement, correspondence with Polsinelli core team re same, correspondence with counsel to Kroger re same, correspondence with counsel to ALDI re same
CAWAR 0.40 320.00
08/22/20 Correspondence with counsel to Kroger and Polsinelli core team re SPE entity that will take assignment of the leases
CAWAR 0.10 80.00
08/23/20 Confer with Maria Woods, Andy Pillari, Chris Ward and Amanda Terr regarding the draft motion to approve private sale of the Cape Coral and Clearwater lease to Aldi (.5); revise draft motion (.3); circulate revised draft (.2)
BADOL 1.00 425.00
08/23/20 Receipt of Clearwater and Cape Coral assignment agreements from Aldi. Correspondence with Aldi counsel regarding same.
ALTER 0.40 163.80
08/23/20 Discussion with Kroger and Lucky's team regarding Aldi assignment agreement deadlines (Cape Coral and Clearwater) and terms.
ALTER 2.00 819.00
08/24/20 Revise and finalize motion to approve private sale of the Cape Coral lease and Clearwater lease to Aldi to include comments received from Kroger and Aldi, the proposed form of order approving the private sale, the assigned leases exhibit, and the cure amount exhibit
BADOL 5.00 2,125.00
08/24/20 Draft notice for filing with Aldi private sale motion; review, revise, finalize, file and serve motion; various correspondence regarding same.
LMSUP 1.20 367.20
08/24/20 Receipt, review and revision of Cape Coral and Clearwater assignments to Aldi. Preparation and circulation of issues list regarding same.
ALTER 1.20 491.40
08/24/20 Provide recorded Release of Claim of Lien received from counsel to Snyder Construction to counsel for Winn-Dixie, the purchaser of the Fort Myers store lease
BADOL 0.10 42.50
08/24/20 Preparation for and call with Kroger counsel and LMPC team regarding assumption of Kroger guaranteed leases and Aldi sale motion.
ALTER 0.60 245.70
08/24/20 Participate on conference call with the Aldi legal team to discuss the private sale motion and Cape Coral and Clearwater store leases
BADOL 0.20 85.00
08/24/20 Review, revise, and finalize the stipulation with the Neptune Beach landlord, the certification of counsel, and proposed form of order approving stipulation to extend the deadline by which the debtors must assume or reject the Neptune Beach lease
BADOL 0.40 170.00
08/24/20 Correspondence with C. Ward and Kroger counsel regarding flexibility of entities paying Cape Coral and Clearwater cure costs. Revised assignment agreements to account for this concept. Circulated same.
ALTER 1.10 450.45
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 14 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 14
Date Description Initials Hours Amount08/24/20 Ongoing discussion with LMPC team regarding open items in
Aldi assignment agreements and sale motion; lease rejections and assignments to Kroger.
ALTER 0.90 368.55
08/24/20 Receipt and review of Kroger and Aldi comments to Aldi sale motion. Discussion with M. Woods, B. Dolphin, LMPC team, and Aldi counsel regarding same.
ALTER 2.50 1,023.75
08/24/20 Review of Cape Coral and Clearwater Lease Amendments in connection with Aldi assignment. Correspondence with B. Dolphin regarding landlord's comments to same.
ALTER 0.30 122.85
08/24/20 Preparation for and call with Aldi counsel regarding Clearwater and Cape Coral assignments and sale motions. Subsequent revision and circulation of same.
ALTER 2.00 819.00
08/24/20 Correspondence with LMPC team regarding lease rejection documents and Aldi's assignment language to be included in the Sale Motion for Clearwater and Cape Coral.
ALTER 0.70 286.65
08/24/20 Correspondence with Aldi counsel regarding Clearwater and Cape Coral sale motion update. Subsequent correspondence with B. Dolphin regarding lease amendments and guaranties for same.
ALTER 0.50 204.75
08/24/20 Receipt and review of Snyder Construction lien release related to Ft. Myers property leased to SEG.
ALTER 0.10 40.95
08/24/20 Review ALDI's comments to sale and assumption motion and correspondence with all parties re same
CAWAR 0.40 320.00
08/24/20 Review and comment on issues list for ALDI assignment and correspondence re same
CAWAR 0.20 160.00
08/24/20 Final review of ALDI sale motion, exhibits, and order, correspondence with all parties re same, review filed copy
CAWAR 0.50 400.00
08/25/20 Discussion with Publix counsel regarding Neptune Beach stipulation serving to extend the 365(d)(4) lease rejection deadline.
ALTER 0.80 327.60
08/25/20 Read communication from counsel to Captive-Aire regarding two alleged construction liens asserted against the Cape Coral leasehold interest and Clearwater leasehold interest, which are the subject of the motion to approve the private sale of each to Aldi
BADOL 0.30 127.50
08/25/20 Call with M. Woods regarding status of Panama City closing to MBD Properties.
ALTER 0.50 204.75
08/25/20 Review and revision of Beall's tenant estoppel certificate. Correspondence with Beall's team regarding revisions and execution of same.
ALTER 1.10 450.45
08/25/20 Circulated filed stamped Aldi sale motion to Aldi counsel. Subsequent correspondence regarding strategy for next steps, landlord, and architect communications.
ALTER 1.00 409.50
08/25/20 Preparation for and call with LMPC professionals regarding asset sales, contract rejections, and claims reciliations.
ALTER 0.90 368.55
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 15 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 15
Date Description Initials Hours Amount08/25/20 Correspondence with counsel to ALDI and Polsinelli core team
re sale motionCAWAR 0.10 80.00
08/25/20 Review CBRE invoice for Panama City sale CAWAR 0.10 80.0008/26/20 Review of tax invoices, receipts, lease and use agreements.
Subsequent reparation, review and finalization of Panama City closing statement based. Discussion with LMPC professionals regarding same.
ALTER 2.20 900.90
08/26/20 Review of Clearwater lease to determine proper site addresses in light of Captive-Aire lien discrepancy. Correspondence with B. Dolphin regarding same.
ALTER 0.40 163.80
08/26/20 Respond to email from counsel to Captive-Aire about cure amounts and store leases, which comprise the subject matter of the motion to approve the private sale of two store leases, Cape Coral and Clearwater, to Aldi
BADOL 0.10 42.50
08/26/20 Read the demand for adequate assurance of future performance made by Dania Live 1748, LLC related to the motion to assume and assign certain store leases to Kroger
BADOL 0.20 85.00
08/26/20 Confer internally with Amanda Terr regarding issues raised by counsel to Captive-Aire related to the motion to approve the private sale of the Cape Coral lease and the Clearwater lease to Aldi (.2); review the first amendment to the Clearwater lease agreement (.1)
BADOL 0.30 127.50
08/26/20 Receipt and review of finalized tenant estoppel from Beall's counsel. Correspondence with LMPC team regarding same.
ALTER 0.20 81.90
08/26/20 Correspondence with Beall's team regarding tenant estoppel certificate.
ALTER 0.20 81.90
08/26/20 Preparation and revision of assignment agreements, special warranty deed, FIRPTA affidavit, and seller and buyers certificates ahead of Panama City closing with MBD. Circulation to all parties and subsequent discussion with M. Woods regarding same.
ALTER 3.00 1,228.50
08/26/20 Call with MBD counsel regarding closing documents for Panama City transaction. Circulated same to Lucky's for signature.
ALTER 0.50 204.75
08/26/20 Continued correspondence with MBD counsel regarding Panama City closing documents and signature blocks. Subsequent correspondence with M. Woods regarding warranty assignment at the location.
ALTER 0.90 368.55
08/26/20 Correspondence with Debtors and their professionals re Neptune Beach extension
CAWAR 0.10 80.00
08/26/20 Correspondence with Debtors' and their professionals re Panama City closing, correspondence with escrow agent. discuss closing sheet and open issues
CAWAR 0.50 400.00
08/27/20 Finalized and circulated Panama City closing statement for review and execution.
ALTER 0.20 81.90
08/27/20 Compilation of Panama City closing documents and signatures. Circulation of same.
ALTER 1.50 614.25
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 16 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 16
Date Description Initials Hours Amount08/27/20 Call with M. Woods regarding status of Panama City closing and
Publix's Neptune Beach APA extension.ALTER 0.50 204.75
08/27/20 Summarize questions and issues raised by Captive-Aire related to the motion to approve the private sale of the Cape Coral lease and the Clearwater lease to Aldi and provide summary to Jonah Galaz, Amanda Terr, and Chris Ward
BADOL 0.80 340.00
08/27/20 Communicate internally with Chris Ward, Shanti Katona, Caryn Wang, and Amanda Terr regarding outstanding items needed to close the Panama City sale to M.B.D.
BADOL 0.20 85.00
08/27/20 Respond to communication received from counsel to Captive-Aire regarding the motion to assume and assign the Cape Coral lease and the Clearwater lease to Aldi (.4); request information related to asserted construction liens (.1); review paperwork provided by Captive-Aire (.4)
BADOL 0.90 382.50
08/27/20 Finalized and circulated Panama City closing statement and authorizing resolution to Buyer.
ALTER 0.40 163.80
08/27/20 Preparation of Panama City Lease Termination Agreement between LMOC and LMPC. Circulated same to M. Woods for comment.
ALTER 1.00 409.50
08/27/20 Call with MBD counsel regarding closing logistics, UCC filings, closing statement, and Lucky's authorizing documents.
ALTER 0.60 245.70
08/27/20 Review of Lucky's organizational documents and Panama City sale order and motion. Subsequent preparation of special committee authorizing resolution for Panama City sale to MBD.
ALTER 1.10 450.45
08/27/20 Review of Lucky's previous UCC filings. Preparation of UCC termination statement for Panama City transaction.
ALTER 1.30 532.35
08/27/20 Finalized and fully compiled all Panama City transaction documents. Circulated same and sent originals to Buyer's counsel. Correspondence with LMPC and Buyer's team regarding closing logistics.
ALTER 0.90 368.55
08/27/20 Receipt and review of Panama City UCC statement. Correspondence with C. Ward and Buyer's counsel regarding resolution of same.
ALTER 0.60 245.70
08/27/20 Advise A. Terr on authorizing resolutions re Panama City sale closing.
SMKAT 0.30 159.30
08/27/20 Correspondence with counsel to Kroger and Polsinelli core team Re Panama City closing and termination statement
CAWAR 0.10 80.00
08/27/20 Review and comment on draft board resolution for Panama City sale and correspondence re same
CAWAR 0.40 320.00
08/27/20 Correspondence with Debtors and their professionals re Panama City closing
CAWAR 0.10 80.00
08/27/20 Review proposed UCC-3 termination statement for Panama City and correspondence re same
CAWAR 0.20 160.00
08/27/20 Review final Panama City closing statement and correspondence with client team and professionals re same
CAWAR 0.40 320.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 17 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 17
Date Description Initials Hours Amount08/27/20 Correspondence with all parties re Panama City location and
confirm closingCAWAR 0.40 320.00
08/28/20 Revision of Panama City Lease Termination Agreement. ALTER 0.60 245.7008/28/20 Respond to inquiry from counsel to landlord SB-VETS-1, LLC
regarding the motion to approve the private sale of two store leases, including the Cape Coral lease, to Aldi
BADOL 0.60 255.00
08/28/20 Receipt and review of 10th addendum to Publix APA. Correspondence with M. Woods regarding same.
ALTER 0.60 245.70
08/28/20 Receipt, review and revision of the asset sale provisions within the LMPC Disclosure Statement. Correspondence with T. Green regarding same.
ALTER 1.80 737.10
08/28/20 Correspondence with counsel to landlord and Brenna Dolphin re LAID sale motion
CAWAR 0.10 80.00
08/28/20 Correspondence with client team and professionals re extension of Publix deadlines on Neptune Beach and review draft 10th amendment to Publix APA
CAWAR 0.40 320.00
08/29/20 Continued review and revision of asset sale related sections of LMPC disclosure statement.
ALTER 1.50 614.25
08/29/20 Research regarding obligations and defenses of primary and secondary guarantors in relation to replacement Aldi guaranty.
ALTER 0.40 163.80
08/29/20 Receipt and review of 10th Addendum to Publix APA. Correspondence with S. Lieb (Publix counsel) regarding same.
ALTER 0.40 163.80
08/30/20 Read update from Jonah Galaz regarding the motion to approve private sale of the Cape Coral lease and the Clearwater lease to Aldi and information about the Captive-Aire cure amounts
BADOL 0.30 127.50
08/30/20 Review final draft of 10th amendment to Publix APA, correspondence with client team and professionals re same, review executed copy
CAWAR 0.40 320.00
08/31/20 Respond to inquiry from counsel to Captive-Aire regarding the motion to approve private sale of the Cape Coral lease and Clearwater lease to Aldi
BADOL 0.80 340.00
08/31/20 Correspondence with CBRE team regarding release of escrow funds in conjunction with Panama City sale. Preparation of escrow release letter accounting for same. Circulated to Signature Bank.
ALTER 0.90 368.55
08/31/20 Review communication from counsel to GLL Selection II Florida LP related to the North Naples store lease and motion to assume and assign same to Kroger LM (.2); communicate internally with Andy Pillari, Kathy Noone, and Kristin Froehlich regarding cure (.3)
BADOL 0.50 212.50
08/31/20 Correspondence with YCST team re Kroger assumption motion CAWAR 0.10 80.0008/31/20 Correspondence with counsel to Captive-Aire and Brenna
Dolphin re revised proposed form of sale orderCAWAR 0.10 80.00
08/31/20 Correspondence with Polsinelli core team re escrow release letter
CAWAR 0.10 80.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 18 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 18
Date Description Initials Hours Amount08/31/20 Review escrow release letter to Signature Bank and
correspondence re sameCAWAR 0.20 160.00
SUBTOTAL FOR B130 Asset Disposition & Sales 160.20 $74,943.95
B140 Relief from Stay/Adequate Protection Proceedings
Date Description Initials Hours Amount08/04/20 Review Certification of Counsel with Respect to Agreed Order in
Connection with Motion of Doris Baugh and Roy Baugh for Relief from the Automatic Stay and order approving same
CAWAR 0.20 $160.00
08/04/20 Correspondence with John Demmy re lift stay order CAWAR 0.10 80.0008/20/20 Correspondence with counsel to Salerno and Brenna Dolphin re
form of agreed stay relief orderCAWAR 0.10 80.00
08/20/20 Review Salerno motion for relief from stay and correspondence re same
CAWAR 0.20 160.00
SUBTOTAL FOR B140 Relief from Stay/Adequate Protection Proceedings 0.60 $480.00
B145 Court Hearings
Date Description Initials Hours Amount08/05/20 Correspondence with Lindsey Suprum re additional omnibus
hearing datesCAWAR 0.10 $80.00
08/07/20 Draft, finalize and file certification of counsel and order scheduling omnibus hearing date; upload proposed order; correspondence regarding same.
LMSUP 0.50 153.00
08/07/20 Review Certification of Counsel Regarding Scheduling of Omnibus Hearing Date and order approving same
CAWAR 0.20 160.00
08/12/20 Draft agenda for August 17 hearing LMSUP 1.70 520.2008/12/20 Review and comment on draft agenda for August 17 pretrial
conference.SMKAT 0.10 53.10
08/12/20 Correspondence with Chambers and Polsinelli core team re re-scheduling hearing dates
CAWAR 0.10 80.00
08/13/20 Revise, finalize, file and serve agenda for August 17 hearing; correspondence regarding same; add hyperlinks to pleadings on agenda and email to chambers per the Court order re: cessation of all hand deliveries.
LMSUP 1.20 367.20
08/13/20 Further comment on revised agenda for August 17 pretrial conference.
SMKAT 0.10 53.10
08/13/20 Correspondence with Polsinelli core team re additional omnibus hearing dates
CAWAR 0.10 80.00
08/13/20 Review and comment on draft agenda for August 17 hearing ,correspondence with Polsinelli core team re same, review filed copy
CAWAR 0.50 400.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 19 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 19
Date Description Initials Hours Amount08/14/20 Correspondence with Debtors' professionals re August 17
hearingCAWAR 0.10 80.00
08/14/20 Review Certification of Counsel Regarding Scheduling of Omnibus Hearing Dates and order approving same
CAWAR 0.10 80.00
08/17/20 Read the agenda of matters scheduled to be heard today and confirm with Lindsey Suprum the status of the adversary proceeding
BADOL 0.30 127.50
08/17/20 Coordinate and collaborate with Chris Ward, Amanda Terr, Caryn Wang, and Lindsey Suprum on submitting the final version of the Panama City sale order under certification of counsel with the purchase agreement
BADOL 0.70 297.50
08/17/20 Prepare to handle hearing scheduled for today in the event it goes forward and is not canceled
BADOL 0.50 212.50
08/17/20 Schedule telephonic appearances for today's hearing; correspondence regarding same.
LMSUP 0.60 183.60
08/17/20 Correspondence with chambers regarding cancellation of August 17 hearing; draft, finalize, file and serve second amended hearing agenda; correspondence regarding same.
LMSUP 0.60 183.60
08/17/20 Draft, finalize, file and serve August 17 amended agenda; add hyperlinks to pleadings on agenda and email to chambers per the Court order re: cessation of all hand deliveries; correspondence regarding same.
LMSUP 0.90 275.40
08/17/20 Correspondence with counsel to Kroger re August 17 hearing CAWAR 0.10 80.0008/17/20 Correspondence with Committee counsel re August 17 hearing CAWAR 0.10 80.0008/17/20 Correspondence with Chambers re cancellation of August 17
hearing, correspondence with Polsinelli core team re same, review seconded amended agenda canceling hearing and correspondence re same
CAWAR 0.40 320.00
08/21/20 Draft August 27 hearing agenda LMSUP 1.30 397.8008/21/20 Review Notice of Rescheduled Omnibus Hearing CAWAR 0.10 80.0008/21/20 Correspondence with Chambers and Polsinelli core team re
coordination of hearing datesCAWAR 0.10 80.00
08/21/20 Review Certification of Counsel Regarding Scheduling of Omnibus Hearing Dates and order approving same
CAWAR 0.10 80.00
08/24/20 Review draft agenda of matters scheduled to be heard on August 27, 2020
BADOL 0.40 170.00
08/24/20 Schedule telephonic appearances for August 26 status conference; correspondence regarding same.
LMSUP 0.30 91.80
08/24/20 Update, finalize, file and serve August 27 hearing agenda; email courtesy copy to chambers; correspondence regarding same.
LMSUP 0.70 214.20
08/24/20 Review and comment on draft agenda for August 27 hearing, correspondence with Polsinelli core team re same
CAWAR 0.40 320.00
08/25/20 Review amended notice of hearing on August 24 motions CAWAR 0.10 80.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 20 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 20
Date Description Initials Hours Amount08/27/20 Review Certification of Counsel Regarding Scheduling of
Omnibus Hearing Dates and correspondence re sameCAWAR 0.10 80.00
08/27/20 Review notice of rescheduled hearing CAWAR 0.10 80.0008/27/20 Correspondence with Polsinelli core team re hearing dates CAWAR 0.10 80.00SUBTOTAL FOR B145 Court Hearings 12.80 $5,620.50
B150 Creditor Committee Meetings
Date Description Initials Hours Amount08/12/20 Communications with Committee counsel and Chris Ward
regarding leases.ENBOY 0.20 $142.00
SUBTOTAL FOR B150 Creditor Committee Meetings 0.20 $142.00
B155 Creditor Inquiries
Date Description Initials Hours Amount08/04/20 Call from unsecured claimant asking about case status and
timing of distributions.ENBOY 0.10 $71.00
08/05/20 Attention to creditor inquiries including telephone calls and correspondence from parties-in-interest, forward to appropriate individuals to address
CAWAR 0.10 80.00
08/06/20 Call from claim holder requesting information relating to bankruptcy case.
ENBOY 0.10 71.00
08/07/20 Attention to creditor inquiries including telephone calls and correspondence from parties-in-interest, forward to appropriate individuals to address
CAWAR 0.10 80.00
08/11/20 Correspondence with client team and professionals re creditor communications
CAWAR 0.10 80.00
08/14/20 Attention to creditor inquiries including telephone calls and correspondence from parties-in-interest, forward to appropriate individuals to address
CAWAR 0.10 80.00
08/27/20 Attention to creditor inquiries including telephone calls and correspondence from parties-in-interest, forward to appropriate individuals to address
CAWAR 0.10 80.00
SUBTOTAL FOR B155 Creditor Inquiries 0.70 $542.00
B160 Employment/Fee Applications
Date Description Initials Hours Amount08/04/20 Review and comment on A&M draft May fee application,
correspondence re sameCAWAR 0.30 $240.00
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 21 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 21
Date Description Initials Hours Amount08/05/20 Review Fourth Monthly Fee Application of Alvarez & Marsal
North America, LLC for Payment of Compensation and Reimbursement of Expenses as Financial Advisor to the Debtors for the period from May 1, 2020 to May 31, 2020 and correspondence re same
CAWAR 0.20 160.00
08/05/20 Review detailed Polsinelli time entries for previous month for accuracy and privilege, correspondence with accounting re monthly invoice
CAWAR 0.50 400.00
08/06/20 Correspondence with Polsinelli core team re July monthly fee application
CAWAR 0.10 80.00
08/11/20 Correspondence with Lindsey Suprum re confirming no objection to Polsinelli fee application and review Certificate of No Objection
CAWAR 0.20 160.00
08/11/20 Correspondence with client team re professional fees CAWAR 0.10 80.0008/17/20 Review certificates of no objection to Committee professionals
fee applications and correspondence re sameCAWAR 0.10 80.00
08/20/20 Review and comment on draft Polsinelli July monthly fee application, correspondence with Lindsey Suprum re same, review filed copy
CAWAR 0.40 320.00
08/20/20 Review Monthly Application for Compensation of Norton Rose Fulbright US LLP as Special Litigation Counsel for the Official Committee of Unsecured Creditors for the period July 1, 2020 to July 31, 2020 (Sixth Monthly)
CAWAR 0.10 80.00
08/24/20 Review Combined Sixth Monthly & Second Interim of Province, Inc. as Financial Advisor to the Official Committee of Unsecured Creditors for the period May 1, 2020 to July 31, 2020
CAWAR 0.10 80.00
08/25/20 Review draft of A&M June monthly fee application and correspondence re same
CAWAR 0.20 160.00
08/25/20 Correspondence with Lindsey Suprum re second interim fee application
CAWAR 0.10 80.00
08/25/20 Review PJS second interim fee app and correspondence re same
CAWAR 0.20 160.00
08/26/20 Review Fifth Monthly Fee Application of Alvarez & Marsal North America, LLC for Payment of Compensation and Reimbursement of Expenses as Financial Advisor to the Debtors for the period from June 1, 2020 to June 30, 2020
CAWAR 0.10 80.00
08/26/20 Review and comment on draft second interim Polsinelli fee application and all exhibits thereto
CAWAR 0.50 400.00
08/26/20 Correspondence with Polsinelli core team re second interim fee application
CAWAR 0.10 80.00
08/27/20 Correspondence with counsel to PJS re interim fee applications CAWAR 0.10 80.0008/27/20 Review CNO to Alvarez monthly fee application and
correspondence re sameCAWAR 0.10 80.00
08/28/20 Correspondence with Chris Lewis at Womble regarding interim fee applications and hearing on same
LMSUP 0.10 30.60
Case 20-10166-JTD Doc 1063-2 Filed 09/21/20 Page 22 of 68
Lucky's Market Parent Company, LLCRestructuring
Invoice Date:Invoice No.:Matter No.:
September 9, 20201839103
106414-646376
Page Number 22
Date Description Initials Hours Amount08/28/20 Review final draft of Second Interim Fee Application of Polsinelli
PC for Compensation and Reimbursement of Expenses as Counsel to the Debtors and Debtors In Possession for the Period From May 1, 2020 Through July 31, 2020, correspondence with Lindsey Suprum re same, review filed copy
CAWAR 0.40 320.00
08/28/20 Review Second Interim Application of PJ Solomon, L.P. and PJ Solomon Securities, LLC for Compensation for Services Rendered and for Reimbursement of Expenses as Investment Banker to the Debtors and Debtors In Possession for the Period From May 1, 2020 to and Including July 31, 2020
CAWAR 0.10 80.00
08/31/20 Review Interim Application for Compensation of Norton Rose Fulbright US LLP as Special Litigation Counsel for the Official Committee of Unsecured Creditors for the period May 1, 2020 to July 31, 2020 (Second Interim)
CAWAR 0.10 80.00
08/31/20 Review Notice of Hearing Regarding Combined Sixth Monthly & Second Interim Application for Compensation and Reimbursement of Expenses of Province, Inc., as Financial Advisor to the Official Committee of Unsecured Creditors, for the (i) Monthly Period from July 1, 2020 through July 31, 2020, and (ii) Interim Period from May 1, 2020 through July 31, 2020
CAWAR 0.10 80.00
08/31/20 Review Interim Application for Compensation of Womble Bond Dickinson (US) LLP as Counsel for the Official Committee of Unsecured Creditors for the period May 1, 2020 to July 31, 2020 (Second Interim)
CAWAR 0.10 80.00
SUBTOTAL FOR B160 Employment/Fee Applications 4.40 $3,470.60
B164 Polsinelli Fee Applications
Date Description Initials Hours Amount08/06/20 Review Polsinelli July invoice; correspondence with C. Ward
regarding preparation of monthly fee applicationLMSUP 0.30 $91.80
08/11/20 Draft, finalize and file certificate of no objection regarding Polsinelli fifth monthly fee application; email with client regarding payment; correspondence regarding same.
LMSUP 0.50 153.00
08/19/20 Draft Polsinelli sixth monthly fee application; correspondence with C. Ward regarding same.
LMSUP 1.20 367.20
08/20/20 Update, finalize, file and serve Polsinelli sixth monthly fee application; correspondence regarding same.
LMSUP 0.70 214.20
08/26/20 Draft Polsinelli second interim fee application; correspondence with C. Ward regarding same.
LMSUP 2.80 856.80
08/28/20 Review, update, finalize, file and serve Polsinelli secon