IN THE UNITED STATES BANKRUPTCY COURT FOR THE … · Videology Media Technologies, LLC) (6243), LucidMedia Networks, Inc. (8566) and VG Liquidation Ltd. (f/k/a Videology Ltd.), a

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

VG Liquidation, Inc., et al.,

Debtors.1

Chapter 11

Case No. 18-11120 (JTD)

(Jointly Administered)

Objection Deadline: August 12, 2019 at 4:00 p.m. (ET)

COVER SHEET TO THE FOURTEENTH MONTHLY APPLICATION OF COOLEY LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF VG LIQUIDATION, INC., ET AL. FOR COMPENSATION

AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD OF JUNE 1, 2019 THROUGH JUNE 30, 2019

Name of Applicant Cooley LLP

Authorized to Provide Professional Services to:

Official Committee of Unsecured Creditors of VG Liquidation, Inc., et al.

Retention Date June 28, 2018 nunc pro tunc to May 17, 2018

Period for which compensation and reimbursement is sought:

June 1, 2019 through June 30, 2019

Total Compensation sought as actual, reasonable and necessary:

$86,208.50

80% of Compensation sought as actual, reasonable and necessary:

$68,966.80

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

$1,700.91

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: VG Liquidation, Inc. (f/k/a Videology, Inc.) (2191), Collider Media, Inc. (8602), VG MT Liquidation LLC (f/k/a Videology Media Technologies, LLC) (6243), LucidMedia Networks, Inc. (8566) and VG Liquidation Ltd. (f/k/a Videology Ltd.), a company organized under the laws of England and Wales. The address of the Debtors’ corporate headquarters is 1500 Whetstone Way, Suite 500, Baltimore, MD 21230.

Case 18-11120-JTD Doc 1141 Filed 07/22/19 Page 1 of 17

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Total Compensation approved by interim order to date:

$1,200,507.50

Total Expenses Approved by interim order to date:

$21,959.022

Total Allowed compensation paid to date: $1,482,563.60

Total Allowed expenses paid to date: $25,084.17

Blended Rate in this application for all timekeepers $899.88

Blended Rate in this application for all attorneys $922.17

This is Cooley LLP’s fourteenth monthly fee application in these cases.

The total time expended in connection with the preparation of this fee application is not included herein as such time was expended after the Compensation Period.

2 This amount includes $338.00 in expense reimbursement requests by individual Committee members.


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PRIOR MONTHLY FEE APPLICATIONS

Requested Approved

Date Filed Period Covered

Fees Expenses Fees [80%]

Expenses [100%]

Fee Holdback

First Monthly 6/29/2018 [D.I. 267]

5/17/18 – 5/31/18

$225,474.00 $338.003 180,379.204 $338.00 $45,094.80

Second Monthly 7/24/2018 [D.I. 368]

6/1/18 – 6/30/18

$190,549.50 $1,461.50 $152,439.605 $1,461.50 $38,109.90

Third Monthly 8/24/2018 [D.I. 421]

7/1/18 – 7/31/18

$263,288.00 $3,427.37 $210,630.406 $3,427.37 $52,657.60

Fourth Monthly 10/9/2018 [D.I. 496]

8/1/18 – 8/31/18

$81,149.50 $2,654.93 $64,919.607 $2,654.93 $16,229.90

Fifth Monthly 11/2/2018 [D.I. 557]

9/1/18 – 9/30/18

$179,369.50 $1,274.26 $143,495.608 $1,274.26 $35,873.90

Sixth Monthly 11/20/2018 [D.I. 575]

10/1/18 – 10/31/18

$88,430.50 $8,227.089 $70,744.4010 $8,227.08 $17,686.10

Seventh Monthly 12/21/2018 [D.I. 649]

11/1/18 – 11/30/18

$48,277.00 $5,444.80 $38,621.6011 $5,444.80 $9,655.40

Eighth Monthly 1/22/2019 [D.I. 688]

12/1/18 – 12/31/18

$34,737.00 $395.96 $27,789.6012 $395.96 $6,947.40

Ninth Monthly 2/20/2019 [D.I. 724]

1/1/19 – 1/31/19

$20,262.00 $541.51 $16,209.6013 $541.51 $4,052.40

3 Applicant did not incur any expenses. This amount is for Committee member expense reimbursements only. 4 A Certificate of No Objection was filed on July 20, 2018 [D.I. 360]. 5 A Certificate of No Objection was filed on August 14, 2018 [D.I. 405]. 6 A Certificate of No Objection was filed on September 14, 2018 [D.I. 456]. 7 A Certificate of No Objection was filed on November 1, 2018 [D.I. 549]. 8 A Certificate of No Objection was filed on November 27, 2018 [D.I. 591]. 9 This amount includes $2,706.67 in individual Committee member expense reimbursement requests. 10 A Certificate of No Objection was filed on December 11, 2018 [D.I. 608]. 11 A Certificate of No Objection was filed on January 11, 2019 [D.I. 669]. 12 A Certificate of No Objection was filed on February 12, 2019 [D.I. 712]. 13 A Certificate of No Objection was filed on March 13, 2019 [D.I. 747].


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Tenth Monthly 3/29/2019 [D.I. 782]

2/1/19 – 2/28/19

$75,555.00 $298.67 $60,444.0014 $298.67 $15,111.00

Eleventh 4/22/2019 [D.I. 855]

3/1/19 – 3/31/19

$150,662.50 $3,939.96 $120,530.0015 $3,939.96 $30,132.50

Twelfth Monthly 5/20/219 [D.I. 999]

4/1/19 – 4/30/19

$194,401.50 $124.80 $155,521.2016 $124.80 $38,880.30

Thirteenth Monthly 6/28/2019 [D.I. 1100]

5/1/19 – 5/31/19

$93,717.50 $1,409.64 $74,974.0017 $1,409.64 $18,743.50

TOTAL $1,645,873.50 $29,538.48 $1,316,698.80 $29,538.48 $329,174.70

14 A Certificate of No Objection was filed on April 23, 2019 [D.I. 857]. 15 A Certificate of No Objection was filed on May 14, 2019 [D.I. 962]. 16 A Certificate of No Objection was filed on June 11, 2019 [D.I. 1043]. 17 A Certificate of No Objection was filed on July 19, 2019 [D.I. 1138].


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COMPENSATION BY TIMEKEEPER DURING THE COMPENSATION PERIOD

Name of Professional

Person

Position of the Applicant, Year of Obtaining License to

Practice, Area of Expertise

Hourly Billing Rate

Total Billed Hours

Total Compensation

Jonathan Kim Partner; Member of New York Bar since 1997; Area of Expertise: Business Litigation

$1,005 4.5 $4,522.50

Seth Van Aalten Partner; Member of New York Bar since 2004; Area of Expertise: Bankruptcy

$995 38.8 $38,606.00

Michael Klein Special Counsel; Member of New York Bar since 2005; Area of Expertise: Bankruptcy

$955 16.5 $15,757.50

Clint Massengill Special Counsel; Member of New York Bar since 2002; Area of Expertise: Tax

$950 2.7 $2,565.00

David Kupfer Associate; Member of New York Bar since 2012; Area of Expertise: Business Litigation

$955 6.0 $5,730.00

Evan Lazerowitz Associate; Member of New York Bar since 2014; Area of Expertise: Bankruptcy

$755 24.0 $18,120.00

Mollie Canby Paralegal $275 3.3 $907.50

Total 95.8 $86,208.50Blended Hourly Rate for all Timekeepers $899.88Blended Hourly Rate for all Attorneys $922.17


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TIME BILLED BY PROJECT CATEGORY DURING THE COMPENSATION PERIOD

Subject Matter Categories Hours Spent

Fees

B02 Asset Disposition 0.3 $298.50

B04 Case Administration 1.2 $906.00

B05 Claims 9.7 $8,731.50

B07 Fee/Employment Applications 5.1 $2,782.50

B10 Litigation 17.1 $16,411.50

B11 Meetings 3.2 $3,128.00

B12 Plan and Disclosure Statement 51.6 $46,510.00

B14 Travel 1.6 $1,592.00

B19 Preparation For and Attendance at Court Hearings

3.3 $3,283.50

B21 Tax Issues 2.7 $2,565.00

Total 95.8 $86,208.50


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EXPENSE SUMMARY DURING THE COMPENSATION PERIOD

Expense Category Amount

Meals $12.85

Monthly Storage/User Access Fee/Proj. Management (March 2019 - TransPerfect Document Management, Inc.)

$696.25

Monthly Storage/User Access Fee (May 2019 - TransPerfect Document Management, Inc.)

$577.31

Reproduction of Documents $10.50

Train Fare $404.00

TOTAL $1,700.91

MEAL EXPENSE DETAIL

Date Total Amount Description Professional 6/26/19 $12.85 Working meal D. Kupfer Total $12.85

TRAVEL EXPENSE DETAIL

Dept. Date Total Description Traveler 5/15/19 $404.00 Train fare (roundtrip) from NY, NY to Wilmington, DE to

attend the Disclosure Statement hearing S. Van Aalten

Total $404.00


207868094 v1

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In re:


Debtors.1

Chapter 11

Case No. 18-11120 (JTD)


Objection Deadline: August 12, 2019 at 4:00 p.m. (ET)

FOURTEENTH MONTHLY APPLICATION OF COOLEY LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF VG

LIQUIDATION, INC., ET AL. FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR

THE PERIOD OF JUNE 1, 2019 THROUGH JUNE 30, 2019

Cooley LLP (“Applicant”), lead counsel to the Official Committee of Unsecured

Creditors (the “Committee”) of VG Liquidation, Inc., et al. (f/k/a Videology, Inc., et al.) (the

“Debtors”), in the above-captioned chapter 11 cases, respectfully represents:

INTRODUCTION

1. This is Applicant’s fourteenth monthly application (the “Application”) for

compensation and reimbursement of expenses pursuant to § 331 of chapter 11 of title 11 of the

United States Code (the “Bankruptcy Code”), the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), the Local Rules of Bankruptcy Practice and Procedure of the United

States Bankruptcy Court for the District of Delaware (the “Local Rules”), the Guidelines for

Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11

U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases (the “U.S. Trustee Guidelines”), and the

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: VG Liquidation, Inc. (f/k/a Videology, Inc.) (2191), Collider Media, Inc. (8602), VG MT Liquidation LLC (f/k/a Videology Media Technologies, LLC) (6243), LucidMedia Networks, Inc. (8566) and VG Liquidation Ltd. (f/k/a Videology Ltd.), a company organized under the laws of England and Wales. The address of the Debtors’ corporate headquarters is 1500 Whetstone Way, Suite 500, Baltimore, MD 21230.


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Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of

Professionals (the “Interim Compensation Order”) [D.I. 234].

2. This Application seeks an interim payment of compensation for legal services

rendered by Applicant in the total amount of $68,966.80 representing 80% of total services

rendered, and reimbursement of certain expenses incurred (or first billed by outside vendors to)

Applicant in the amount of $1,700.91 for the period June 1, 2019 through June 30, 2019 (the

“Compensation Period”) Pursuant to the Interim Compensation Procedures Order, if no

objections are filed to this Application, the Debtors are authorized to pay Applicant 80% of its

fees and 100% of its expenses for a total of $70,667.71. This Application complies with the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines, and the

Interim Compensation Order.

BACKGROUND

3. On May 10, 2018, each of the Debtors filed a voluntary petition with this Court

for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses

and managing their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of

the Bankruptcy Code. No trustee or examiner has been appointed in these cases by the Office of

the United States Trustee for the District of Delaware (the “U.S. Trustee”).

4. On May 17, 2018, the U.S. Trustee appointed the Committee, consisting of the

following seven members: (i) GroupM UK Digital Ltd.; (ii) Beachfront Media, LLC; (iii)

FMEX, LLC dba Futures Media; (iv) SpotX, Inc.; (v) Chesapeake Paperboard Centre LLC c/o

28 Walker Development; (vi) Teads France SAS; and (vii) Telaria, Inc.2

2 Chesapeake Paperboard Centre LLC resigned from the Committee on October 10, 2018 and Beachfront Media LLC resigned on June 5, 2019. See Dkt. Nos. 502 & 1033.


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5. On June 11, 2018, the Committee filed the Application of the Official Committee

of Unsecured Creditors of Videology, Inc., et al., for Entry of an Order Authorizing the

Employment and Retention of Cooley LLP as Lead Counsel Nunc Pro Tunc to May 17, 2018

[D.I. 186]. This Court approved the Committee’s retention of Applicant pursuant to an order

entered on June 28, 2018 [D.I. 254].

6. On January 31, 2019, the Court appointed Justin H. Rucki of Rucki Fee Review,

LLC, as the fee examiner in these cases (the “Fee Examiner Order”) [D.I. 701].

7. Pursuant to the Interim Compensation Order and the Fee Examiner Order,

Applicant may file monthly fee applications with this Court. This is Applicant’s fourteenth

monthly fee application in these cases.

JURISDICTION AND STATUTORY PREDICATES

8. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C. §

1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue is proper before this

Court pursuant to 28 U.S.C. §§ 1408 and 1409. Pursuant to Local Rule 9013-1(f), Applicant

consents to the entry of a final judgment or order with respect to this Application if it is

determined that the Court would lack Article III jurisdiction to enter such final order or judgment

absent consent of the parties. The statutory predicates for the relief requested herein are §§

105(a), 330 and 331 of the Bankruptcy Code and Bankruptcy Rule 2016.

SERVICES RENDERED DURING THE COMPENSATION PERIOD

9. During the Compensation Period, Applicant’s services to the Committee included

professional advice and representation in connection with discrete categories in these chapter 11

proceedings. The aggregate hours and amount for each category are set forth on the cover page

to this Application.


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10. To apprise this Court of the legal services provided during the Compensation

Period, Applicant sets forth the following summary of legal services rendered. The summary is

intended only to highlight the general categories of services performed by Applicant on behalf of

the Committee; it is not intended to set forth each and every item of professional services which

Applicant performed.

Case Administration

This category includes time expended by Applicant on a variety of activities

relating to the day-to-day management and prosecution of these chapter 11 cases. Services

rendered in this project category include, among other things, communicating with the U.S.

Trustee and estate professionals regarding administrative matters and judge reassignment,

managing the critical dates calendar, and attending to miscellaneous tasks that did not properly

fall into other project categories.

Applicant expended 1.2 hours of time for a charge of $906.00 for services

rendered in connection with case administration.

Claims

This category includes time expended by Applicant regarding claims against the

Debtors’ estates. Applicant spent time during the Compensation Period, reviewing and

commenting on stipulations regarding the claims of Video Intelligence AG and Rocky Point

Claims LLC, reviewing and analyzing claims data in contemplation of filing claims objections,

attending to the voting objection to the claim filed by Pinnacle Ventures, L.L.C., and

corresponding with the Debtors and estate professionals concerning objections to claims and

voting matters.


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Applicant expended 9.7 hours of time for a charge of $8,731.50 with respect to

claims against the Debtors’ estates.

Fee/Employment Applications

This category includes time expended by Applicant regarding the compensation

of various professionals in the Debtors’ bankruptcy proceedings. Applicant spent time during

the Compensation Period, among other things, reviewing the other professionals’ fee

applications and the fee auditor’s reports, and preparing its combined thirteenth monthly and

fourth interim fee application.


fee/employment applications matters.

Litigation

This category includes time expended by Applicant related to litigation matters.

During the Compensation Period, Applicant spent time attending to the investigation of the

Debtors’ prepetition secured lenders.

Applicant expended 17.1 hours of time during the Compensation Period for a

charge of $16,411.50 with respect to litigation.

Meetings

This category includes time expended by Applicant preparing for and attending

meetings with estate professionals in connection with general case status, confirmation of the

Debtors’ plan, and related matters.


preparation for and attendance at meetings.


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Plan and Disclosure Statement

This category includes time expended by Applicant in connection with the plan

and disclosure statement. During the Compensation Period, Applicant spent time (i) reviewing

and analyzing the voting status reports and ballots; (ii) conducting legal research on tax issues;

(iii) revising a liquidating trust agreement; (iv) responding to creditor inquiries; (v) reviewing

and analyzing objections to the plan, (vi) reviewing the Debtors’ plan supplement and list of

assumed executory contracts, (vii) attending to plan voting issues, and (viii) communicating with

the Committee, the Debtors, other estate professionals, and other interested parties concerning

same.


the Debtors’ Plan and disclosure statement

Travel

This category is for travel time expended by Applicant in connection with the

status conference hearing on June 21, 2019 in Wilmington, Delaware. Non-working travel is

billed at one-half time.

Applicant billed 1.6 hours of non-working travel time for a charge of $1,592.

Preparation For and Attendance at Court Hearings

This category includes, inter alia, time expended by Applicant with respect to

preparation for, and attendance at, the status conference hearing held on June 21, 2019.

Applicant expended 3.3 hours of time for a charge of $3,283.50 for services

rendered with respect to preparation for and attendance at Court hearings.


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Tax Issues

This category includes time expended by Applicant with respect to tax matters.

During the Compensation Period, Applicant spent time reviewing the proposed liquidating trust

agreement and conducting legal research on related tax issues.

Applicant expended 2.7 hours of time for a charge of $2,565.00 for services

rendered with respect to tax matters.

MATTERS PERTAINING TO APPLICANT DURING THE COMPENSATION PERIOD

Applicant has maintained contemporaneous time records which indicate the time

that each attorney has spent working on a particular matter and the nature of the work performed.

Copies of these time records are annexed to this Application as Exhibit A. The total number of

hours expended by Applicant’s attorneys and para-professionals during the Compensation Period

in conjunction with these cases is 95.8. All of the services have been rendered by those

individuals at Applicant’s firm.

The personnel who have expended time on this matter during the Compensation

Period are as follows: (a) Seth Van Aalten and Michael Klein have been actively involved in all

aspects of these cases, (b) Evan Lazerowitz was responsible for various day-to-day issues that

arose during the Compensation Period, (c) Jonathan Kim and David Kupfer were responsible for

litigation matters during the Compensation Period, and (d) Clint Massengill was responsible for

tax matters during the Compensation Period.

Applicant has extensive experience representing creditors’ committees in chapter

11 cases throughout the United States, having represented official committees in cases such as

American Apparel, Aerogroup International, Avenue Stores, Atari, Big M, Blockbuster, Bob’s

Stores, Brookstone, Charming Charlie, City Sports, Claire’s, Eastern Outfitters, Eddie Bauer,


8

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Edwin Watts, Federated Department Stores, Filene’s Basement, Fresh Produce, Fuhu, Golfsmith,

Goody’s Family Clothing, Gottschalk’s, Hancock Fabrics, hhgregg, Hipcricket, Joyce Leslie, KB

Toys, KIT Digital, Levitz Furniture, Mervyn’s, Montgomery Ward, National Stores, Orchard

Brands, Pacific Sunwear of California, Pizzeria Uno, Princeton Ski Shops, Radioshack, Ritz

Camera, Rockport Company, rue21, Sbarro’s, Steve & Barry’s, Sharper Image, SkyMall, The

Athlete’s Foot, The Wet Seal, Today’s Man, True Religion, and Vestis, among others.

Applicant rendered all the professional services for which compensation is

requested herein in connection with the Debtors’ chapter 11 cases in furtherance of Applicant’s

professional responsibilities as attorneys for the Committee.

During the Compensation Period, the partners, special counsels, associates and

para-professionals of Applicant devoted substantial time, 95.8 hours, in rendering professional

services to the Committee, all of which time was reasonable and necessary.

Applicant, by experience, training, and ability, is fully qualified to perform the

services for which compensation is sought here. Applicant represents or holds no interest

adverse to the Committee with respect to the matters upon which it is engaged.

No agreement or understanding exists between Applicant and any other entity for

the sharing of compensation to be received for services rendered in or in connection with these

chapter 11 cases.

EXPENSES INCURRED DURING THE COMPENSATION PERIOD

Annexed as part of the cover sheet is a list of the necessary and actual

disbursements incurred during the Compensation Period in connection with the above-described

work. The list is derived from the information found in Exhibit A. These records indicate that

Applicant has advanced during the Compensation Period the sum of $1,700.91 in necessary and


9

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actual out-of-pocket expenses. In connection with said expenses, it should be noted that

Applicant charges 25¢ per page for outgoing facsimiles with no charge for incoming facsimiles,

10¢ per page for photocopying and charges for meals only necessitated by meetings with the

Debtors, the Committee, or when Applicant’s personnel would work on these cases through a

normal meal period.

NOTICE, PRIOR APPLICATION AND CERTIFICATION

Notice of this Application has been provided in accordance with the Interim

Compensation Order. Applicant submits that the foregoing constitutes good and sufficient notice

and that no other or further notice need be provided.

No previous application for the relief sought herein has been made to this or any

other court.

Applicant has reviewed the requirements of the Local Rules, and this Application

complies with those rules and guidelines.

[Remainder of page intentionally left blank]


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WHEREFORE, Applicant hereby respectfully requests interim payment of fees in the

amount of $68,966.80 which is equal to the sum of 80% of Applicant’s allowed compensation

for duly authorized, necessary and valuable professional services to the Committee incurred

during the Compensation Period, and reimbursement to Applicant for actual and necessary

expenses incurred during the Compensation Period in connection with the aforesaid services in

the aggregate amount of $1,700.91.

Dated: July 22, 2019 COOLEY LLP

/s/ Seth Van Aalten Seth Van Aalten Michael Klein Evan Lazerowitz 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Email: [email protected]; [email protected]; [email protected]

Lead Counsel For The Official Committee Of Unsecured Creditors


IMPAC 6310713v.1


In re:


Debtors.1

Chapter 11

Case No. 18-11120 (JTD)


Hearing Date: Only if Objections are Filed Objection Deadline: August 12, 2019 at 4:00 p.m. (ET)

NOTICE OF FOURTEENTH MONTHLY APPLICATION OF COOLEY LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF VG

LIQUIDATION, INC., ET AL. FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD JUNE 1, 2019 THROUGH JUNE 30, 2019

PLEASE TAKE NOTICE that the Official Committee of Unsecured Creditors

appointed in the chapter 11 cases of VG Liquidation, Inc., et al. (the “Committee”) filed the

Fourteenth Monthly Application of Cooley LLP, Lead Counsel to the Official Committee of

Unsecured Creditors of VG Liquidation, Inc., et al. for Compensation and Reimbursement

of Expenses for the Period June 1, 2019 Through June 30, 2019 (the “Application”).

PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, are

required to be filed on or before August 12, 2019 at 4:00 p.m. (ET) (the “Objection Deadline”)

with the Clerk of the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824

Market Street, Wilmington, Delaware, 19801.

PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a

copy of the objection so as to be received by the following on or before the Objection Deadline:

(i) the Debtors, 1500 Whetstone Way, Suite 500, Baltimore, Maryland 21230, Attn: Dan Smith;

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: VG Liquidation, Inc. (f/k/a Videology, Inc.) (2191), Collider Media, Inc. (8602), VG MT Liquidation LLC (f/k/a Videology Media Technologies, LLC) (6243), LucidMedia Networks, Inc. (8566) and VG Liquidation Ltd. (f/k/a Videology Ltd.), a company organized under the laws of England and Wales. The address of the Debtors’ corporate headquarters is 145 West Ostend Street, Suite 623, Baltimore, MD 21230.

Case 18-11120-JTD Doc 1141-1 Filed 07/22/19 Page 1 of 3

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IMPAC 6310713v.1

(ii) counsel to the Debtors, Cole Schotz P.C., 300 East Lombard Street, Suite 1450, Baltimore,

Maryland 21202, Attn: Irving E. Walker, Esq. and 500 Delaware Avenue, Suite 1410,

Wilmington, Delaware 19801, Attn: Patrick J. Reilley, Esq.; (iii) counsel to the lender under the

Debtors’ secured post-petition debtor in possession financing facility, Arent Fox LLP, 1675

Broadway, New York, New York 10019, Attn: Robert M. Hirsh, Esq. and Jordana L. Renert,

Esq. and Bayard LLP, 600 North King Street, Suite 400, Wilmington, Delaware 19801, Attn:

Justin R. Alberto, Esq.; (iv) counsel to the Committee, Cooley LLP, 55 Hudson Yards, New

York, New York 10001, Attn: Seth Van Aalten, Esq. and Michael Klein, Esq. and Potter

Anderson & Corroon LLP, 1313 N. Market Street, 6th Floor, Wilmington, Delaware 19801, Attn:

Christopher S. Samis, Esq. and L. Katherine Good, Esq.; and (v) the Office of the United States

Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington,

Delaware 19801, Attn: David L. Buchbinder.

PLEASE TAKE FURTHER NOTICE THAT PURSUANT TO THE ORDER

ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND

REIMBURSEMENT OF EXPENSES OF PROFESSIONALS [DOCKET NO. 234], IF NO

OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THE ABOVE

PROCEDURE, THE DEBTORS WILL BE AUTHORIZED TO PAY 80% OF THE

REQUESTED FEES AND 100% OF THE REQUESTED EXPENSES WITHOUT FURTHER

ORDER OF THE COURT.


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Dated: July 22, 2019 Wilmington, Delaware

Respectfully submitted,

/s/ Aaron H. Stulman Christopher M. Samis (No. 4909) L. Katherine Good (No. 5101) Aaron H. Stulman (No. 5807) POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, Delaware 19801-3700 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 Email: [email protected]

[email protected] [email protected]

-and-

Seth Van Aalten, Esq. Michael Klein, Esq. Evan Lazerowitz, Esq. COOLEY LLP 55 Hudson Yards New York, New York 10001 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Email: [email protected]

[email protected] [email protected]

Counsel for the Official Committee of Unsecured Creditors


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EXHIBIT A


2050744 01 CL

101 California

5th floor

San Francisco, CA

94111-5800

MAIN 415 693-2000

FAX 415 693-2222

Palo Alto, CAATTORNEYS AT LAW

www.cooley.com

Taxpayer ID Number

94-1140085

New York, NY

San Diego, CA

Reston, VA

Broomfield, CO

Washington, DC

Boston, MA

July 12, 2019Seattle, WA

Robert Schneider

Chairman

The Official Committee of Unsecured Creditors of

Videology, Inc.

498 Seventh Avenue

New York, NY 10018

Shanghai, P. R. China

Los Angeles, CA

London, United Kingdom

Beijing, P. R. China

Hong Kong

Brussels, Belgium

Invoice Number: 2050744

334637-201

Videology Committee

For services rendered through June 30, 2019

Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 86,208.50

Chargeable costs and disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,700.91 $

87,909.41 Total Due on Current Invoice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

CL 01 62104


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334637-201 Invoice Number: 2050744

Videology Committee

For services rendered through June 30, 2019 :

Date Timekeeper Description Hours Amount

ASSET DISPOSITION

06/24/19 298.50 Correspondence with Group M re: Ireland

receivables

0.30Seth Van Aalten

Task Total: 298.50 0.30

CASE ADMINISTRATION

06/03/19 597.00 Correspondence with Beachfront Media and

UST re: Committee resignation

0.60Seth Van Aalten

06/12/19 199.00 Correspondence with Potter re: judge

substitution

0.20Seth Van Aalten

06/13/19 27.50 Review notice and calendar status

conference hearing date

0.10Mollie N. Canby

06/14/19 27.50 Emails with E Lazerowitz re 6/18 hearing

canceled and update calendar accordingly

0.10Mollie N. Canby

06/19/19 27.50 Circulate copy of JH Lane et al Objection to

Plan to group

0.10Mollie N. Canby

06/28/19 27.50 Calendar reply deadline iso of Plan 0.10Mollie N. Canby

Task Total: 906.00 1.20

CLAIMS

06/04/19 398.00 Review/comment on claim amendment

stipulation from Debtors

0.40Seth Van Aalten

06/05/19 981.50 Prepare preliminary analysis of claims data

ISO objections

1.30Evan M. Lazerowitz

06/13/19 298.50 Correspondence with Debtors re: claims

objections

0.30Seth Van Aalten

06/13/19 1,887.50 Review claims objection schedules 2.50Evan M. Lazerowitz

06/14/19 398.00 Reviewed objection to Pinnacle claim 0.40Seth Van Aalten

06/17/19 1,393.00 Multiple correspondence with Debtors re:

claims objections and voting

1.40Seth Van Aalten

06/19/19 398.00 Correspondence with Dean re: Pinnacle

claim

0.40Seth Van Aalten

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334637-201 Invoice Number: 2050744

Videology Committee


06/19/19 597.00 Correspondence with K. Good re: Pinnacle

claim objection

0.60Seth Van Aalten

06/19/19 398.00 Correspondence with Pinnacle Counsel re:

Voting objection

0.40Seth Van Aalten

06/20/19 398.00 Correspondence with Debtors and GroupM

re: Ireland receivables collection

0.40Seth Van Aalten

06/20/19 1,194.00 Preparation for status conference on case

with Judge Dorsey

1.20Seth Van Aalten

06/24/19 199.00 Correspondence with Debtors re: Rocky

Point claim stipulation

0.20Seth Van Aalten

06/28/19 191.00 Review amended schedule 0.20Michael Aaron Klein

Task Total: 8,731.50 9.70

FEE/EMPLOYMENT APPLICATIONS

06/10/19 477.50 Review CS April fee statement 0.50Michael Aaron Klein

06/18/19 220.00 Work on Cooley's combined 13th monthly

and 4th interim fee application

0.80Mollie N. Canby



0.90Mollie N. Canby

06/25/19 382.00 Review and count on May monthly and 4th

interim fee application

0.40Michael Aaron Klein

06/25/19 27.50 Emails with E. Lazerowitz re status of fee

application

0.10Mollie N. Canby



0.90Mollie N. Canby

06/25/19 528.50 Revise 13th MFA and 4th interim fee

application


06/27/19 597.00 Review/comment on 13th monthly and 4th

interim fee application

0.60Seth Van Aalten

06/28/19 55.00 Receive and review email re not filing an

interim fee application (.1); review revised

fee application (.1)

0.20Mollie N. Canby

Task Total: 2,782.50 5.10

LITIGATION

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334637-201 Invoice Number: 2050744

Videology Committee


06/06/19 502.50 Review and finalize complaint against

lenders

0.50Jonathan J. Kim

06/07/19 597.00 Correspondence with litigation team re:

lender complaint

0.60Seth Van Aalten

06/07/19 1,528.00 Prepared complaint for filing (.9);

communicated with opposing counsel and

cooley team (.7)

1.60David H. Kupfer

06/13/19 477.50 Confer with team re Fast Pay offer 0.50Michael Aaron Klein

06/13/19 597.00 Correspondence with litigation team re:

lenders settlement discussions

0.60Seth Van Aalten

06/13/19 1,719.00 Reviewed correspondence from lenders and

discussed internally

1.80David H. Kupfer

06/14/19 382.00 Meet and confer re Fast Pay proposal 0.40Michael Aaron Klein

06/14/19 906.00 Analyze settlement offer from lenders 1.20Evan M. Lazerowitz

06/14/19 502.50 Settlement analysis 0.50Jonathan J. Kim

06/14/19 764.00 Drafted summary of positions regarding

claims against lenders

0.80David H. Kupfer

06/17/19 1,719.00 Confer with Kim, Kupfer and committee re

Fast Pay offer


06/17/19 1,194.00 Multiple correspondence with litigation team

re: settlement discussions with lenders

1.20Seth Van Aalten

06/17/19 603.00 Call with Cooley team re: next steps and

discussion with Lenders' counsel

0.60Jonathan J. Kim

06/17/19 1,005.00 Settlement analysis 1.00Jonathan J. Kim

06/17/19 904.50 Analysis re: caselaw, OID, 506 0.90Jonathan J. Kim

06/17/19 955.00 Discussed correspondence with Lenders

counsel with J. Kim and M. Klein (.8);

reviewed correspondence with committee

(.2)

1.00David H. Kupfer

06/18/19 286.50 Finalize correspondence to committee re

lender offer


06/18/19 477.50 Communicated with B. Brody, lenders

counsel, and M. Klein, regarding extension of

challenge period

0.50David H. Kupfer

06/19/19 1,005.00 Attention and analysis re: settlement 1.00Jonathan J. Kim

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334637-201 Invoice Number: 2050744

Videology Committee


06/25/19 286.50 Discuss strategy with J. Kim 0.30David H. Kupfer

Task Total: 16,411.50 17.10

MEETINGS

06/19/19 1,337.00 Claims and plan calls with team and CS 1.40Michael Aaron Klein

06/21/19 1,791.00 Meeting with Cole Schotz and Potter teams

re: confirmation strategy and next steps in

case

1.80Seth Van Aalten

Task Total: 3,128.00 3.20

PLAN AND DISCLOSURE STATEMENT

06/03/19 1,623.50 Further review and revision of LTA; confer

with EL re :same


06/03/19 199.00 Reviewed CRG claim schedule for Plan

Supplement

0.20Seth Van Aalten

06/03/19 453.00 Review voting status reports 0.60Evan M. Lazerowitz

06/04/19 191.00 Review video intelligence voting stipulation 0.20Michael Aaron Klein

06/04/19 1,910.00 Revisions to LTA 2.00Michael Aaron Klein

06/04/19 226.50 Call with creditor re: voting on plan 0.30Evan M. Lazerowitz

06/04/19 528.50 Incorporate tax comments into LTA 0.70Evan M. Lazerowitz

06/06/19 398.00 Update email to Committee re: Plan progress 0.40Seth Van Aalten

06/06/19 1,057.00 Review correspondence from C.Massengill

re: tax provisions of plan; research ISO same


06/07/19 1,241.50 Review revised LTA 1.30Michael Aaron Klein

06/07/19 1,791.00 Review/comment on draft liquidating trust

agreement

1.80Seth Van Aalten

06/07/19 696.50 Correspondence with liquidating trustee

candidate on next steps in case.

0.70Seth Van Aalten

06/07/19 453.00 Revise LTA to incorporate additional

comments


06/07/19 377.50 Review voting report; prepare analysis of

same


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334637-201 Invoice Number: 2050744

Videology Committee


06/10/19 382.00 Review ballot report and claims analysis 0.40Michael Aaron Klein

06/10/19 477.50 Review and confer with team re Dean LTA

revisions


06/10/19 398.00 Correspondence with Committee re:

liquidating trust and trustee selection

0.40Seth Van Aalten

06/10/19 398.00 Correspondence with committee members

re: Plan update

0.40Seth Van Aalten

06/10/19 1,661.00 Prepare conflicts list for proposed trustee

(1.5); review Debtors' comments to

liquidating trust agreement (0.7)


06/12/19 453.00 Review plan voting reports 0.60Evan M. Lazerowitz

06/14/19 573.00 Review and analyze Pinnade objection and

related voting issues


06/14/19 604.00 Review voting report; prepare analysis of

same


06/17/19 398.00 Correspondence with Committee members

re: voting on Plan

0.40Seth Van Aalten

06/18/19 382.00 Review revised LTA 0.40Michael Aaron Klein

06/18/19 906.00 Finalize liquidating trust agreement 1.20Evan M. Lazerowitz

06/19/19 597.00 Next steps call with UCC professionals re:

Plan and wind down

0.60Seth Van Aalten

06/19/19 398.00 Reviewed Plan Supplement and assumed

contracts list

0.40Seth Van Aalten

06/19/19 696.50 Call with Debtor professionals re: next steps

for Plan and claims objections

0.70Seth Van Aalten

06/19/19 286.50 Analyze post-effective date cash recovery

allocation


06/19/19 604.00 Call with Debtors re: plan 0.80Evan M. Lazerowitz

06/19/19 377.50 Call with S.Mastil, T.Gavin, M.Klein, S.van

Aalten and K.Good re: Plan process


06/20/19 377.50 Review additional comments to liquidating

trust agreement


06/20/19 906.00 Review plan objection filed by claims trader

and research re: same


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334637-201 Invoice Number: 2050744

Videology Committee


06/20/19 497.50 Reviewed Claims Traders preliminary

confirmation objection (.3) and

correspondence with Debtors re: same (.2)

0.50Seth Van Aalten

06/20/19 1,393.00 Reviewed Claims Traders' discovery request

for confirmation objection

1.40Seth Van Aalten

06/20/19 1,194.00 Reviewed consulting agreements for

go-forward employees

1.20Seth Van Aalten

06/20/19 199.00 Reviewed Plan voting update 0.20Seth Van Aalten

06/20/19 1,791.00 Review/comment on revised liquidating trust

agreement

1.80Seth Van Aalten

06/21/19 302.00 Final review of LTA prior to filing 0.40Evan M. Lazerowitz

06/21/19 199.00 Reviewed Balloting update 0.20Seth Van Aalten

06/21/19 398.00 Multiple correspondence with Lazerowitz and

Dean re: Plan supplement and voting ballots

0.40Seth Van Aalten

06/21/19 398.00 Correspondence with Beachfront Media re:

Plan voting

0.40Seth Van Aalten

06/24/19 1,132.50 Review claims docket and prepare claims

voting analysis


06/24/19 597.00 Reviewed Balloting update (.3);

correspondence with Debtors' counsel re:

missing ballots (.3)

0.60Seth Van Aalten

06/24/19 1,890.50 Reviewed legal research on unfair

discrimination for confirmation trial

preparation

1.90Seth Van Aalten

06/25/19 286.50 Review status of voting and claims analysis 0.30Michael Aaron Klein

06/25/19 191.00 Emails re voting updates 0.20Michael Aaron Klein

06/25/19 226.50 Call with S.Mastil re: voting 0.30Evan M. Lazerowitz

06/25/19 597.00 Multiple correspondence with UCC members

re: Plan voting

0.60Seth Van Aalten

06/25/19 597.00 Correspondence with Debtors re: Plan voting 0.60Seth Van Aalten

06/26/19 906.00 Call with S. Mastil re: plan voting (0.5);

prepare analysis re: same (0.7)


06/26/19 398.00 Reviewed ballot update from Omni 0.40Seth Van Aalten

06/26/19 696.50 Correspondence with Debtors re: Plan voting

and schedules amendment

0.70Seth Van Aalten

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334637-201 Invoice Number: 2050744

Videology Committee


06/27/19 859.50 Confer with team re open plan issues and

status of voting


06/27/19 382.00 Review updated ballot report (.1); confer with

team re same (.1); and review and analyze

proposal from debtors on amended

schedules (.2)


06/27/19 398.00 Correspondence with creditors re: Plan votes 0.40Seth Van Aalten

06/27/19 597.00 Reviewed DS and approval order re: claims

trader voting

0.60Seth Van Aalten

06/27/19 199.00 Reviewed Plan balloting update 0.20Seth Van Aalten

06/27/19 398.00 Correspondence with Debtors re: Plan voting

and objections to confirmation

0.40Seth Van Aalten

06/27/19 1,283.50 Prepare and revise updated voting analysis 1.70Evan M. Lazerowitz

06/28/19 1,719.00 Attention to plan issues in advance of voting

deadline, review plan objection


06/28/19 1,094.50 Correspondence with Debtors and

co-counsel re: responses to Plan objection

1.10Seth Van Aalten

06/28/19 597.00 Correspondence with Debtors re: Plan voting 0.60Seth Van Aalten

06/28/19 796.00 Reviewed confirmation objections 0.80Seth Van Aalten

06/28/19 597.00 Conference with Lazerowitz re: preparation

of response to confirmation objections

0.60Seth Van Aalten

06/28/19 981.50 Review, analyze, and summarize plan

objection


06/29/19 696.50 Multiple correspondence with Debtors re:

Plan voting

0.70Seth Van Aalten

Task Total: 46,510.00 51.60

TRAVEL

06/21/19 1,592.00 Travel to and from Wilmington for case

status conference (billed at half time)

1.60Seth Van Aalten

Task Total: 1,592.00 1.60

PREPARATION FOR AND ATTENDANCE AT COURT HEARINGS

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334637-201 Invoice Number: 2050744

Videology Committee


06/21/19 1,691.50 Preparation for case status conference with

Judge Dorsey

1.70Seth Van Aalten

06/21/19 1,592.00 Attend status conference 1.60Seth Van Aalten

Task Total: 3,283.50 3.30

TAX ISSUES

06/03/19 760.00 Research tax issues regarding structuring

liquidating trust agreement

0.80Clint E. Massengill

06/04/19 475.00 Telephone with E. Lazerowitz regarding

liquidating trust agreement (0.2); review

documents related to agreement (0.3)


06/05/19 475.00 Research regarding tax issues in liquidating

trust agreement


06/06/19 855.00 Review agreement (0.4); review tax issues

relating to agreement (0.4); telephone with E.

Lazerowitz (0.1)


Task Total: 2,565.00 2.70

Total Fees $86,208.50

Fee Summary:

HoursRate TotalTypeTimekeeper

4,522.50 4.50 1005Jonathan J. Kim Partner

38,606.00 38.80 995Seth Van Aalten Partner

2,565.00 2.70 950Clint E. Massengill Special Counsel

15,757.50 16.50 955Michael Aaron Klein Special Counsel

5,730.00 6.00 955David H. Kupfer Associate

18,120.00 24.00 755Evan M. Lazerowitz Associate

907.50 3.30 275Mollie N. Canby Paralegal

For costs and disbursements recorded through June 30, 2019 :

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334637-201 Invoice Number: 2050744

Videology Committee

12.85 Meals

577.31 May 2019 Montly Storage Fees

TransPerfect Document Management, Inc.

696.25 2019 March: Monthly Storage Fees/User Access Fee/Proj. Management

TransPerfect Document Management, Inc.

10.50 Reproduction of Documents

404.00 Train Fare

Traveler: Van Aalten, Seth Departure Date: 5/15/2019 Itinerary: N-A

$1,700.91 Total Costs

Total: $87,909.41

CL 01 62104


101 California

5th floor

San Francisco, CA

94111-5800

MAIN 415 693-2000

FAX 415 693-2222

Palo Alto, CAATTORNEYS AT LAW

www.cooley.com

Taxpayer ID Number

94-1140085

New York, NY

San Diego, CA

Reston, VA

Broomfield, CO

Washington, DC

Boston, MA

July 12, 2019Seattle, WA

Robert Schneider

Chairman

The Official Committee of Unsecured Creditors of

Videology, Inc.

498 Seventh Avenue

New York, NY 10018

Shanghai, P. R. China

Los Angeles, CA

London, United Kingdom

Beijing, P. R. China

Hong Kong

Brussels, Belgium

334637-201 Invoice Number: 2050744

Videology Committee

R E M I T T A N C E A D V I C E

Please include this Remittance Advice with your payment

For current services rendered through 6/30/2019-Invoice No. 2050744:

86,208.50 Fees $

1,700.91 Chargeable costs and disbursements $

87,909.41 Total Due on Current Invoice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Outstanding Balance from prior Invoices as of 7/12/2019 (May not reflect recent payments)

Invoice Date Balance Late Charges Balance Due Invoice Number

2006958 3/23/2019 579.60 579.60 0.00

2014666 4/11/2019 30,132.50 30,132.50 0.00

2026600 5/13/2019 38,880.30 38,880.30 0.00

2039737 6/17/2019 95,127.14 95,127.14 0.00

Total Outstanding Balance from prior Invoices (Disregard if paid) . . . . . . . . . $ 164,719.54

252,628.95 Total Amount Due on Current and Prior Invoices. . . . . . . . . . . . . . . . . . . . . . . . . . . . $

CL 01 62104


2Page

334637-201 Invoice Number: 2050744

Videology Committee

Cooley LLP

101 California Street, 5th floor

San Francisco, CA 94111-5800

Tax ID# 94-1140085

Payment may be made by wire transfer or ACH:

Wells Fargo Bank - San Francisco, CA 94104

Account # 4129155206 ABA Routing # 121000248 Swift # WFBIUS6S

When making electronic payments please provide invoice number(s)

and send remittance advice to [email protected]

Invoices are due and payable upon receipt. Any unpaid balance after 30 days may

accrue late charges.

CL 01 62104


IMPAC 6310713v.1

CERTIFICATE OF SERVICE

I, Aaron H. Stulman, do hereby certify that on July 22, 2019, I caused a copy of the

foregoing Fourteenth Monthly Application of Cooley LLP, Lead Counsel to the Official

Committee of Unsecured Creditors of VG Liquidation, Inc., et al. for Compensation and

Reimbursement of Expenses for the Period June 1, 2019 Through June 30, 2019 to be served on

the parties on the attached service list in the manner indicated.

/s/ Aaron H. Stulman Aaron H. Stulman (No. 5807)


IMPAC 6310713v.1

VG LIQUIDATION, INC., ET AL.18-11120 (JTD) SERVICE LIST

Via First Class Mail Videology, Inc., et al.1500 Whetstone Way Suite 500 Baltimore, Maryland 21230 Attn: Dan Smith

Via First Class Mail Cole Schotz P.C. 300 East Lombard Street Suite 1450 Baltimore, Maryland 21202 Attn: Irving E. Walker, Esq.

Via Hand Delivery Cole Schotz P.C. 500 Delaware Avenue Suite 1410 Wilmington, Delaware 19801 Attn: Patrick J. Reilley, Esq.

Via First Class Mail Arent Fox LLP 1675 Broadway New York, New York 10019 Attn: Robert M. Hirsh, Esq. Jordana L. Renert, Esq.

Via Hand Delivery Bayard LLP 600 North King Street Suite 400 Wilmington, Delaware 19801 Attn: Justin R. Alberto, Esq.

Via Hand Delivery Office of the United States Trustee 844 King Street Suite 2207, Lockbox 35 Wilmington, Delaware 19801 Attn: David L. Buchbinder

Via First Class Mail Rucki Fee Review 1111 Windon Drive Wilmington, DE 19803 Attention: Justin Rucki
