IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE ...€¦ · Work with team from Veristor concerning updates to data center and $58.50 work order forms. 03/03/2020 JFB $195 0.30

1

IN THE UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF GEORGIA

MACON DIVISION

VC MACON, GA LLC, :

:

Plaintiff, :

: Civil Action File No.

v. :

: 5:18-cv-00388-TES

VIRGINIA COLLEGE LLC, :

:

Defendant. :

RECEIVER JOHN F. KENNEDY’S SIXTEENTH APPLICATION

FOR COMPENSATION

COMES NOW, John F. Kennedy, Receiver in the above-styled case, pursuant to the

Order Appointing Receiver and Preliminary Injunction filed in this Court on November 14,

2018, and hereby applies to the Court for payment of the costs, fees, and expenses incurred by

the Receiver in the administration of this receivership estate (the “Application”).

The Receiver shows that he has incurred $48,958.43 in fees and expenses from March 1,

2020 through March 31, 2020. A detailed itemization of such fees and expenses is attached

hereto as Exhibit “A”, and is being provided to the Court for review and approval.

Additionally, the Receiver has retained Maynard Cooper & Gale (“MCG”) as special

counsel for the Receiver. MCG has incurred $55,107.28 in fees and expenses from March 1,

2020 through March 31, 2020, with select entries from January of 2020. A detailed itemization

of such fees and expenses is attached hereto as Exhibit “B”, and is being provided to the Court

for review and approval.

WHEREFORE, the Receiver prays that this Court enter an Order allowing the Receiver

to pay himself from the assets of the receivership estate in the total amount of $48,958.43for the

Receiver’s reasonable costs, fees, and expenses, including the professional fees and expenses he

Case 5:18-cv-00388-TES Document 386 Filed 05/04/20 Page 1 of 3

2

has incurred, and to allow MCG to be paid $55,107.28 from the assets of the receivership estate

for MCG reasonable costs, fees, and expenses, including the professional fees and expenses it

has incurred.

This 4th day of May, 2020.

/s/ James F. Banter

JOHN F. KENNEDY

Receiver, Education Corporation of America

Georgia Bar No. 414830

JAMES F. BANTER

Counsel to the Receiver


JAMES-BATES-BRANNAN-GROOVER-LLP

231 Riverside Drive

P. O. Box 4283

Macon, Georgia 31208-4283

(478) 742-4280 telephone

(478) 742-8720 facsimile

[email protected]

[email protected]


mailto:[email protected]


3

CERTIFICATE OF SERVICE

I hereby certify that I have served a copy of the foregoing on the appropriate parties

electronically through the CM/ECF system.

This 4th day of May, 2020.

/s/ James F. Banter

JOHN F. KENNEDY

Receiver, Education Corporation of America


JAMES F. BANTER

Counsel to the Receiver


JAMES-BATES-BRANNAN-GROOVER-LLP

231 Riverside Drive

P. O. Box 4283

Macon, Georgia 31208-4283

(478) 742-4280 telephone

(478) 742-8720 facsimile

[email protected]

[email protected]




REMITTANCEAccount Summary

Please Return this Page with Your

Invoice Date:

Invoice No.:

52316.0001

May 1, 2020

334067

John F. Kennedy, Receiver231 Riverside DriveMacon, GA 31201

File No.:

(478) 742-4280 phone(478) 742-8720 facsimileMacon, GA 31201

231 Riverside Drive

Education Corporation of America Receivership $48,958.43

$48,958.43Total Amount Due on this Invoice

$48,958.43Balance Due

Cardholder Signature Daytime Phone Number

We accept Visa, Discover, MasterCard and American Express

Card Type: _____Visa _____Discover _____MasterCard _____AMEX

Card Account #: ______________________________________________

CVV, CVC or CID:__________ Expiration Date ____________________

Cardholder Name: ____________________________________________

Cardholder Address: __________________________________________

__________________________________________

Amount Remitted: _________________

Check No: _________________

Invoice Date: May 1, 2020

Invoice No.: 334067

To pay by phone, please call: (478) 742-4280

or

Make checks payable to: James-Bates-Brannan-Groover-LLP

Mail payments to: P.O. Box 4283, Macon, GA 31208

Please include your account number on your check.

INTEREST CHARGED ON UNPAID BALANCE AFTER 60 DAYS 1.5% PER MONTH

File No.: 52316.0001

INTEGRITY ● SERVANT LEADERSHIP ● RESPECT FOR OTHERS ● PURSUIT OF EXCELLENCE

Federal Tax ID: 58-2472336

Case 5:18-cv-00388-TES Document 386-1 Filed 05/04/20 Page 1 of 12

May 1, 2020John F. Kennedy, Receiver231 Riverside DriveMacon, GA 31201

Invoice Date:

File No.:

Invoice No.:

INVOICEPersonal and Confidential

52316.0001

334067

Macon, GA 31201 (478) 742-8720 facsimile(478) 742-4280 phone231 Riverside Drive

Description AmountDate Hours

CURRENT SERVICES RENDERED

ID Rate

$58.50Work with team from Veristor concerning updates to data center andwork order forms.

0.3003/03/2020 JFB $195

$78.00Attention to emails from Receivership Team concerning analysis ofninth credit agreement.

0.40JFB $195

$212.50Review emails and materials. 0.50JFK $425

$156.00Conference call with T. Cleveland and L. Murphree concerning Monroefiling in Chicago superior court and outstanding items concerningmotion file organization sanctions.

0.8003/04/2020 JFB $195

$39.00Call with Marie Ford concerning outstanding issues with theDepartment of Education.

0.20JFB $195

$78.00Review of complaint filed by Monroe Capital against ECA officers andWillis Stein in Chicago.

0.40JFB $195

$39.00Email to creditors concerning status updates on claims process andclaims report.

0.20JFB $195

$19.50Email to Joe O'Neil, coverage counsel to AIG, concerning statusupdate regarding potential claims.

0.10JFB $195

$19.50Call with Joseph O'Neill, coverage counsel for AIG, concerning updateto potential mediation and outstanding issues.

0.10JFB $195

$58.50Attention to Workday file issues and former employee records issues. 0.30JFB $195

$19.50Call with John F. Kennedy to discuss new filing by Monroe in Chicagostate court.

0.10JFB $195

$58.50Attention to microsoft email issues and communications with Microsoftemail team.

0.30JFB $195

Education Corporation of America Receivership


Page 2


Invoice No.: 334067

May 1, 2020

52316.0001File No.:

Invoice Date:ECA Receivership



ID Rate

$39.00Call with Dennis Madigan concerning military funds transfer to NECB. 0.20JFB $195

$39.00Call with Howard Horton concerning military funds and outstandingissues concerning NECB/receivership.

0.20JFB $195

$58.50Emails with Veristor representatives regarding server maintenance. 0.30JFB $195

$214.50Conference call with T. Cleveland and L. Murphree to discuss andanalyze potential strategies for complaint filed by Monroe in chicagostate court.

1.1003/05/2020 JFB $195

$136.50Former employee certification of employment document review. 0.70JFB $195

$39.00Review of former settlement agreement with Dieck law firm concerningoutstanding items for non-economic damages and taxes.

0.20JFB $195

$19.50Calls with potential creditors concerning updates to the Receivershipcase.

0.10JFB $195

$39.00Call with Ben DeGweck to discuss former employee settlementagreement with tax implications.

0.20JFB $195

$19.50Review of 401(k) termination letter of direction. 0.10JFB $195

$136.50Review of professional fees, invoices, and approved disbursementsthat had been frozen since filing of petition.

0.70JFB $195

$39.00Review of emails from Veristor team and John Sullivan concerningwork at data center.

0.20JFB $195

$19.50Call with Lanier Construction concerning Semmes, AL property invoiceon remedial work.

0.10JFB $195

$292.50Legal research concerning causes of action and review of businessjudgment rule in higher education suits.

1.50JFB $195

$19.50Review of email from Beth Beaube concerning 401(k) termination andletter of direction for Fidelity.

0.1003/06/2020 JFB $195

$175.50Call with L. Murphree to discuss strategy and analysis of Chicagofiling, outstanding motion for sanctions and items to include inresponse, and additional receivership matters.

0.90JFB $195

$39.00Call with T. Cleveland concerning BSF Richmond's motion to substitutecounsel and impact/analysis of said motion on pending motion forsanctions.

0.20JFB $195

$214.50Review of 2018 tax documents of ECA at request PBGC, governmentagency overseeing termination of Pension plan.

1.10JFB $195

$39.00Conference with John F. Kennedy concerning updates to motion forsanctions and Monroe's filing of complaint in Chicago state court.

0.20JFB $195

$273.00Review and analysis of certain documents including settlementagreement dated Oct. 15, 2018 between Monroe, WS, and ECA andfurther analysis of request for incremental loan to ECA dated Dec. 12,2018.

1.40JFB $195

$170.00Work on D & O claims analysis. 0.40JFK $425

$255.00Conferences with staff and counsel. 0.60JFK $425

$510.00Review documents and materials recently received. 1.20JFK $425

$255.00Administrative review of materials and conference with staff. 0.60JFK $425

$63.00Conference with James Banter regarding dealing with potentialsubstitution of counsel.

0.20JN $315

$39.00Review and draft of email communications between T. Cleveland andAGs from Maryland and Pennsylvania.

0.2003/09/2020 JFB $195

$331.50Review and analysis of Monroe's response to Receiver's Motion forSanctions, including evaluation of Monroe's arguments concerningfederalism issues.

1.70JFB $195


Page 3


Invoice No.: 334067

May 1, 2020

52316.0001File No.:




ID Rate

$78.00Email discussion with Leland Murphree and Tres Clevelandconcerning hearing strategy and process for arguments before courton Motion for Sanctions.

0.40JFB $195

$39.00Review of professional fees and receivership invoices. 0.20JFB $195

$58.50Review of B. Hill's outline of reply brief to Monroe's response, andprovided additional comments and analysis to outline.

0.30JFB $195

$97.50Review of emails from T. Cleveland and L. Murphree concerninganalysis and comments as to whether seek injunction for outstandinginterference from Monroe and potential litigation issues.

0.50JFB $195

$58.50Call with John Sullivan to discuss status of maintenance work at datacenter and outstanding email issues.

0.30JFB $195

$214.50Attention to ECA email server and data center issues, including emailswith J. Sullivan.

1.10JFB $195

$58.50Draft and review response to BSF Richmond's motion to withdraw andsubstitute counsel.

0.30JFB $195

$58.50Additional review of professional fees and outstanding requesteddisbursements.

0.30JFB $195

$78.00Review of draft motion for clarification on insurance policy and emailsconcerning analysis of said motion.

0.4003/10/2020 JFB $195

$331.50Review of professional fees, outstanding invoices, and cash forecastfor Receivership Estate.

1.70JFB $195

$97.50Review of Court orders concerning AIG insurance policy andevalatuion of said orders on receivership property.

0.50JFB $195

$39.00Preparation for conference call with John F. Kennedy, said call withJohn F. Kennedy concerning document retention of HR records andreceivership estate expenses.

0.20JFB $195

$39.00Call with T. Cleveland concerning outline and strategy for upcomingconference call concerning motion for sanctions hearing and analysisof outstanding issues.

0.20JFB $195

$195.00Conference call with T. Cleveland, L. Murphree, and J. Baker todiscuss and evaluate AIG insurance policy and receivership property.

1.00JFB $195

$78.00Draft, review, edit, and file limited response to BSF Richmond's motionto withdraw counsel.

0.40JFB $195

$58.50Review and response to numerous emails from L. Murphree and T.Cleveland concerning potential analysis of receivership property andinsurance policies.

0.30JFB $195

$19.50Call with Ivy Cadle concerning Receiver's response to motion towithdraw.

0.10JFB $195

$39.00Numerous calls with T. Cleveland concerning implications of responseto motion to substitute counsel.

0.20JFB $195

$58.50Emails with insurance broker, Willis Towers, concerning insurancerefund and process for proof of claim for insurance.

0.30JFB $195

$19.50Review of declaration by Lisa Wolgast, former counsel to BSFRichmond, concerning motion for sanctions.

0.10JFB $195

$19.50Review of proof of claim filed by BSF Richmond, LP. 0.10JFB $195

$19.50Call with I. Cadle concerning scheduling issues surrounding upcominghearing.

0.1003/11/2020 JFB $195

$273.00Attention and review of proposed orders, draft replies, and other itemsconcerning upcoming motion for sanctions.

1.40JFB $195

$156.00Draft and edit declaration of John F. Kennedy to be used for upcominghearing on motion for sanctions.

0.80JFB $195


Page 4


Invoice No.: 334067

May 1, 2020

52316.0001File No.:




ID Rate

$78.00Strategy call with T. Cleveland concerning status of numerous items forsanction hearing and receivership items.

0.40JFB $195

$19.50Review of insurance policy binders. 0.10JFB $195

$58.50Review of tax records as requested by PBGC, and email to PBGCcontact concerning the same.

0.30JFB $195

$58.50Review of Notice of Discontinuance Report form for State of Michigan. 0.30JFB $195

$19.50Email to Kaduvinkal George of tax office for state of Michiganconcerning requested forms.

0.10JFB $195

$97.50Call with Willis Towers concerning insurance policy and proof of claimfor stolen FFE.

0.50JFB $195

$39.00Additional review of insurance policies and email with Josh Bakerconcerning same.

0.20JFB $195

$39.00Call with T. Cleveland concerning insurance policy issues andreporting requirements, deductibles, etc.

0.20JFB $195

$97.50Review and edit to proposed order on motion for sanctions. 0.50JFB $195

$58.50Additional review and edits of motion for clarification on comfort order. 0.30JFB $195

$19.50Review of affidavit from Tom Cronin attached to response to motion forsanctions.

0.10JFB $195

$19.50Review of voicemessage from Chris Boehm concerning Monroe's ILcomplaint.

0.10JFB $195

$19.50Email to Chris Boehm concerning Monroe litigation. 0.10JFB $195

$78.00Call with T. Cleveland concerning evidence issues for upcominghearing and insurance issues.

0.40JFB $195

$39.00Call with Ivy Cadle concerning motion for clarification of comfort order. 0.20JFB $195

$39.00Call with John F. Kennedy concerning status of hearing preparation,outstanding response items, and insurance policy issues.

0.20JFB $195

$212.50Review pleadings and recent filings. 0.50JFK $425

$255.00Administrative review and work. 0.60JFK $425

$510.00Conferences with staff regarding various issues. 1.20JFK $425

$1,462.50Draft and edit declaration for John F. Kennedy concerning interactionswith Monroe throughout life of receivership.

7.5003/12/2020 JFB $195

$97.50Review of professional fees. 0.50JFB $195

$117.00Numerous calls with T. Cleveland to discuss status of motion forsanction filings, updates concerning conversations with Monroe'scounsel, and other outstanding items.

0.60JFB $195

$19.50Conference call with John F. Kennedy to discuss recent developmentswith motion for sanctions.

0.10JFB $195

$78.00Conference call with representative from AIG and Willis Towersconcerning filing proof of claims and standing to file proof of claims.

0.40JFB $195

$19.50Call with Ivy Cadle concerning scheduling for motion for clarification oninsurance policy to be heard.

0.10JFB $195

$39.00Review of email from Ben DeGweck concerning workday data,response email to Ben concerning data.

0.20JFB $195

$19.50Conference call with Fidelity concerning termination of 401(k) plan andletter of direction.

0.10JFB $195

$78.00Call with representatives from AIG and Willis Towers concerning filingof proof of claims for stolen FFE.

0.40JFB $195

$19.50Call with Ivy Cadle concerning proof of loss form from AIG concerningFFE.

0.10JFB $195


Page 5


Invoice No.: 334067

May 1, 2020

52316.0001File No.:




ID Rate

$877.50Numerous attention to drafts and edits of John F. Kennedy declarationand reply brief to Receiver's motion for sanctions, in addition tonumerous emails and discussions with T. Cleveland and L. Murphreeconcerning said drafts.

4.5003/13/2020 JFB $195

$117.00Numerous discussions with John F. Kennedy concerning edits andanalysis of his declaration and the reply brief.

0.60JFB $195

$977.50Review briefs, documents and materials in preparation for upcominghearing on Receiver's Motion for Sanctions.

2.30JFK $425

$467.50Communications with office staff regarding upcoming hearing. 1.10JFK $425

$117.00Conference call with John F. Kennedy and T. Cleveland to discussstrategy for upcoming hearing regarding motion for sanctions andimpact of coronavirus pandemic.

0.6003/15/2020 JFB $195

$170.00Conference with James Banter regarding preparation issues. 0.40JFK $425

$170.00Review of emails in connection with preparation for upcoming hearing. 0.40JFK $425

$292.50Review of notes and powerpoint for preparation for tomorrow's Motionfor sanctions hearing.

1.5003/16/2020 JFB $195

$117.00Review and upload of ECA tax documents to PBGC. 0.60JFB $195

$351.00Preparation of notes and outlines for upcoming motion for sanctionshearing.

1.80JFB $195

$117.00Review of T. Cleveland's outline for motion for sanctions hearing andanalysis/comments to said outline.

0.60JFB $195

$39.00Call with T. Cleveland concerning analysis of motion for sanctionshearing and strategy for discussion of Monroe's conflict of interest innumerous capacities.

0.20JFB $195

$78.00Call with T. Cleveland and counsel for Willis Stein concerning issuesconcerning receivership estate and ongoing litigation.

0.40JFB $195

$117.00conference call with T. Cleveland and John F. Kennedy concerningstrategy for Monroe's surreply and issues surrounding amount ofattorneys' fees.

0.60JFB $195

$78.00Conference call with Ivy Cadle and John F. Kennedy to discusspotential negotiations to motion for sanctions.

0.40JFB $195

$58.50Review of common interest doctrine between Receiver and Monroe inpreparation of upcoming hearing.

0.30JFB $195

$97.50Draft of email to Ivy Cadle concerning settlement proposal for motionfor sanctions.

0.50JFB $195

$117.00Conference with John F. Kennedy concerning outstanding items forhearing on motions for sanctions, hearing preparation on motion forsanctions, and review of attorneys' fees related to motion forsanctions.

0.60JFB $195

$58.50Additional review of common interest agreement for analysis ofwhether contemplated claims by monroe were assets of thereceivership.

0.30JFB $195

$1,530.00Review brief and documents and work with James Banter inpreparation for tomorrow's hearing.

3.60JFK $425

$170.00Conference with Judge Self regarding administrative matters. 0.40JFK $425

$127.50Telephone conference with Ivy Cadle, counsel for Monroe. 0.30JFK $425

$297.50Telephone conferences with James Banter. 0.70JFK $425

$1,560.00Preparation work for upcoming hearing on Motion for Sanctionsincluding preparation work with John F. Kennedy, review of notes andexhibits, and conference calls with T. Cleveland.

8.0003/17/2020 JFB $195

$1,530.00Final preparation for hearing on Receiver's Motions for Sanctionsagainst Monroe.

3.60JFK $425


Page 6


Invoice No.: 334067

May 1, 2020

52316.0001File No.:




ID Rate

$425.00Multiple communications with Ivy Cadle, counsel for Monroe. 1.00JFK $425

$637.50Work with and multiple meetings with James Banter. 1.50JFK $425

$510.00Go to court to announce settlement. 1.20JFK $425

$340.00Communications and work with Judge Self and return to office. 0.80JFK $425

$39.00Call with Gary Johnson from Consulting Agreement fee and taxadministration concerning VCLLC tax records.

0.2003/18/2020 JFB $195

$39.00Emails with Ben DeGweck and T. Cleveland concerning updates todata center issues and data retention.

0.20JFB $195

$39.00Calls with the Indiana Department of Revenue concerning outstandingtaxes.

0.20JFB $195

$19.50Call with Advant Electric, potential creditor of the Receivership Estate,regarding status of the receivership.

0.10JFB $195

$58.50Calls to Alabama department of revenue concerning letters receivedand provided information concerning claims process.

0.30JFB $195

$19.50Call with former employee of NECB concerning previous employmentand money due.

0.10JFB $195

$78.00completion of required survey from U.S. Bureau of Labor Statisitcs. 0.40JFB $195

$510.00Review of accounting materials, cash flow analysis and other work. 1.20JFK $425

$467.50Conference with James Banter. 1.10JFK $425

$212.50Post-hearing work and review of materials. 0.50JFK $425

$39.00Emails with Steve Hackney, counsel to Willis Stein, concerning updateon motion for sanctions and status of receivership.

0.2003/19/2020 JFB $195

$253.50Conference call with T. Cleveland and John F. Kennedy to discussoutstanding issues facing the receivership, analysis and strategy forsuch, and analysis of receivership property.

1.30JFB $195

$935.00Conference call with James Banter and Trey Cleveland regardingpending motions, various issues including administrative issues andrelated matters; further administrative work and review of materials.

2.20JFK $425

$292.50Review and analyze claim procedures and claim procedure orderconcerning excluded entities and litigation bar.

1.5003/20/2020 JFB $195

$117.00Review of notes to prepare for call with John F. Kennedy concerningChicago Complaint; call with John F. Kennedy concerning strategy formotion to enforce court orders and interference of Chicago Complaintwith receivership.

0.60JFB $195

$136.50Review of receivership appointment order and injunction/jurisdictionover receivership property.

0.70JFB $195

$39.00Call with T. Cleveland concerning legal research for motion to enforceand court's jurisdiction.

0.20JFB $195

$39.00Call with potential creditor concerning update on receivershipproceeding.

0.20JFB $195

$170.00Review professional fees and other accounting matters. 0.40JFK $425

$212.50Administrative review of recent developments. 0.50JFK $425

$340.00Conferences with James Banter. 0.80JFK $425

$214.50Legal research concerning enforcement of injunctions and theAnti-Injunction Act.

1.1003/22/2020 JFB $195

$39.00Call with David Mills to discuss Chicago Complaint and coverage forinsureds.

0.2003/23/2020 JFB $195

$19.50Call with Jeremy Cole concerning Chicago Complaint and pendingactions against complaint.

0.10JFB $195


Page 7


Invoice No.: 334067

May 1, 2020

52316.0001File No.:




ID Rate

$117.00Email to Jo Meeks concerning analysis of 3rd party bar and evaluationof ITT complaint.

0.60JFB $195

$1,306.50Draft and edit Motion to Enforce Court's Orders concerning Monroe'sfiling of the Chicago Complaint in violation of the Court's ReceivershipOrders and Claims Procedure Orders.

6.70JFB $195

$312.00Conference call with John F. Kennedy and Jo Meeks to discussstrategy for pursuit and investigation of potential claims andoutstanding items concerning potential mediation.

1.60JFB $195

$127.50Review materials for conference call with James Banter and Jo Meeks. 0.30JFK $425

$42.50Review pleadings. 0.10JFK $425

$637.50Telephone conference with James Banter and Jo Meeks. 1.50JFK $425

$525.00Conference call with John Kennedy and James Banter regardingupdate on developments; issues going forward and next steps.

1.50JLM $350

$1,476.00Multiple telephone call with James Banter regarding communicationswith AIG, and potential tolling agreement needed to facilitate futurenegotiations in pursuit of certain claims on behalf of the receivershipestate; review and revise tolling agreement; draft cover letter;telephone calls with James Banter regarding statutes of limitationissues, choice of law issues, and third party release issues.

7.2003/24/2020 CRC $205

$57.50Receive, review, and respond to vendor emails and voicemails; updatevendor contact spreadsheet.

0.50FWR $115

$19.50Call with I. Cadle concerning discussion and transfer of funds formotion for sanctions.

0.10JFB $195

$39.00Call with T. Cleveland concerning motion to enforce court's orders andanalysis of anti-injunction act.

0.20JFB $195

$19.50Call with Colleen Platt of Monroe Capital concerning wire instructionsfor ECA.

0.10JFB $195

$175.50Additional edits and review of Motion for Enforcement against Monroe. 0.90JFB $195

$97.50Attention to emails and administrative matters for the estate includingreview of invoices.

0.50JFB $195

$97.50Email to Receivership Team, specifically Chris Conley, concerningtolling agreement for potential claims with potential defendants.

0.50JFB $195

$78.00Conference call with Mike Ranchino concerning update onreceivership proceedings and pending litigation.

0.40JFB $195

$58.50Review of tolling agreement concerning potential claims. 0.30JFB $195

$58.50Call with T. Cleveland concerning potential motion for enforcement ofcourt orders and pending litigation analysis.

0.30JFB $195

$214.50Legal research concerning 3rd party bar and 3rd party releases. 1.10JFB $195

$39.00Send and receive of emails with T. Cleveland concerning motion toenforce court order.

0.20JFB $195

$78.00Additional legal research concerning 3rd party bar as tool of federalreceivership.

0.40JFB $195

$1,105.00Work on Motions to file regarding Monroe Capital's suit pending inChicago and Motions regarding clarification of matters related to D&OInsurance policy, additional claim and administrative work;communications with James Banter and staff.

2.60JFK $425

$35.00Email from and to Mr. Banter regarding tolling agreement. 0.10JLM $350

$70.00Review email from Mr. Banter regarding tolling agreement; email Mr.Banter regarding time period and renewal subject to opt-out.

0.20JLM $350

$63.00Receive and view mail for Virginia College; email to staff regardingsame.

0.20JN $315


Page 8


Invoice No.: 334067

May 1, 2020

52316.0001File No.:




ID Rate

$1,189.00Initial research regarding the court's power to issue bar orders inconnection with any potential settlement claims; multiplecommunications with James Banter regarding the same.

5.8003/25/2020 CRC $205

$604.50Draft and edit Motion to enforce, adding analysis and languageconcerning Court's analysis and decisions from status conferences.

3.10JFB $195

$175.50Read and review court transcripts from several hearings and statusconferences for input into motion to enforce.

0.90JFB $195

$78.00Draft email to Chris Conley concerning research on 3rd party bars andcase analysis on such law.

0.40JFB $195

$58.50Communications with Chris Conley regarding tolling agreement andcover letter for potential defendants.

0.30JFB $195

$39.00Review and edits to cover letter for tolling agreement. 0.20JFB $195

$19.50Call with Joe O'Neil, coverage counsel to AIG, concerning ChicagoComplaint and our continued efforts to mediate claims.

0.10JFB $195

$58.50Call with T. Cleveland and John F. Kennedy to discuss ChicagoComplaint and items concerning motion to enforce.

0.30JFB $195

$78.00Call with John F. Kennedy to discuss analysis and strategy concerningcommunications with insurer regarding mediation and pursuit ofadditional claims.

0.40JFB $195

$58.50Review of proof of claims submitted by Monroe concerning theft ofFFE.

0.30JFB $195

$39.00Call with AIG representatives concerning submission of FFE proof ofclaims for loss by theft, submitted by Monroe.

0.20JFB $195

$97.50Draft and edit motion to withdraw Motion for Sanctions. 0.50JFB $195

$136.50Call with John Kennedy concerning potential litigation and itemsregarding jurisdiction of Court over Chicago Complaint.

0.70JFB $195

$1,402.50Conference with J. Banter regarding administrative issues, receipt offunds from Monroe for bad faith attorneys fees related to filing,language for Withdrawal Motion, telephone call to be held among ECADirectors and Officers regarding Chicago suit, discuss and workregarding Motion to Enforce to be filed regarding insurance policyownership/beneficiaries and Receiver's position on same; telephoneconference with J. Banter and T. Cleveland to discuss communicationsamong Directors and Officers and other issues.

3.30JFK $425

$1,148.00Review tolling agreement; telephone calls with James Banter; conductresearch and analyze settlement strategies for receivership estateclaims.

5.6003/26/2020 CRC $205

$39.00Call with I. Cadle to discus briefing schedule concerning Receiver'sMotion to enforce orders.

0.20JFB $195

$234.00Review, draft, and edit tolling agreement package including tollingagreement and cover letter to potential defendants.

1.20JFB $195

$526.50Final edits and review of motion to enforce including preparation ofexhibits for filing.

2.70JFB $195

$78.00Call with T. Cleveland and John F. Kennedy concerning last analysisand strategy discussions before filing of motion to enforce.

0.40JFB $195

$39.00Call with John F. Kennedy to discuss edits to motion to enforce andJohn F. Kennedy's declaration.

0.20JFB $195

$39.00Review reports concerning cash flow and requested disbursements. 0.20JFB $195

$39.00Attention to administrative matters including review of emails fromcreditors requesting updates on receivership process.

0.20JFB $195

$170.00Review emails and materials. 0.40JFK $425

$425.00Review draft documents and approve same for filing. 1.00JFK $425


Page 9


Invoice No.: 334067

May 1, 2020

52316.0001File No.:




ID Rate

$85.00Conference call with James Banter. 0.20JFK $425

$170.00Conference call with James Banter and Trey Cleveland. 0.40JFK $425

$170.00Work with staff and counsel. 0.40JFK $425

$175.00Review and edit proposed tolling agreement and cover letter. 0.50JLM $350

$615.00Prepare memorandum to James Banter and John Kennedy regardingjudicial bar orders in the context of receivership settlementagreements.

3.0003/27/2020 CRC $205

$292.50Legal research concerning removal requirements and applicability forfederal receiverships.

1.50JFB $195

$195.00Review and analysis of receivership cash forecast and financialscenarios for receivership estate.

1.00JFB $195

$409.50Review and edits to cover letter and tolling agreement letter, includingconversation and strategy discussions with John F. Kennedyconcerning terms of letter.

2.10JFB $195

$297.50Work and review regarding tolling agreements and correspondence togo to ECA Directors and Officers.

0.70JFK $425

$170.00Receive and review emails. 0.40JFK $425

$297.50Review and work on administrative and receivership estate matters. 0.70JFK $425

$255.00Various conferences with counsel and staff. 0.60JFK $425

$195.00Review and analysis of cash-forecast in preparation for call with JohnF. Kennedy, said call with John F. Kennedy to discuss financial issuesand strategy for Receivership.

1.0003/29/2020 JFB $195

$156.00Draft and prepare Receiver's 16 Report for the Court. 0.80JFB $195

$637.50Telephone conference with James Banter regarding communicationsreceived from counsel, information about Directors and Officers andother matters. Review fee application issues and accounting issues.Review emails.

1.50JFK $425

$331.50Draft and edit Receiver's 16 report. 1.7003/30/2020 JFB $195

$58.50Review of voicemails concerning the ECA Receivership. 0.30JFB $195

$39.00Call with B. Winkowski concerning former NECB employee W-2 andpayment stub.

0.20JFB $195

$78.00Email to Doug Klitzke, Indiana Department of Revenue, concerning taxnotice sent to Receiver.

0.40JFB $195

$273.00Completion of Notice of Change form for Michigan Department ofTalent and Economic Development.

1.40JFB $195

$39.00Review of Monroe's Motion for Briefing Schedule regarding Receiver'sMotion to Enforce.

0.20JFB $195

$78.00Additional review of Receiver's report and exhibits, including cashforecast, for Receivership report.

0.40JFB $195

$39.00Call with David Mills concerning Chicago Complaint and coverage forinsured.

0.20JFB $195

$19.50Call with Jeremy Cole concerning Chicago Complaint. 0.10JFB $195

$136.50Call with John F. Kennedy concerning coverage issues for ChicagoComplaint and strategy for such issues.

0.70JFB $195

$117.00Email to Jo Meeks and John F. Kennedy concerning ITT complaint andanalysis of said complaint, and evaluation of 3rd party bar.

0.60JFB $195

$39.00Email to John F. Kennedy concerning professional fees analysis andstrategy.

0.20JFB $195

$19.50Review of email from Jeremy Cole concerning questions regardingreceivership insurance policy.

0.10JFB $195


Page 10


Invoice No.: 334067

May 1, 2020

52316.0001File No.:




ID Rate

$127.50Telephone conference with Judge Self regarding various pendingadministrative issues and matters.

0.30JFK $425

$255.00Receive and review documents and pleadings. 0.60JFK $425

$297.50Telephone conference with J. Banter regarding various issues. 0.70JFK $425

$157.50Receive and view mail sent to Virginia College; email traffic with staffregarding same.

0.50JN $315

$78.00Attention to emails from potential creditors concerning status ofreceivership.

0.4003/31/2020 JFB $195

$175.50Preparation and review of insurance policies and notice of claims inpreparation for call with Jeremy Cole; call with Jeremy Cole and JohnF. Kennedy concerning chicago complaint and coverage for D&Os,specifically Kaplan board member.

0.90JFB $195

$195.00Numerous calls with John F. Kennedy concerning preparation for callswith AIG concerning mediation, and further strategy discussions withJohn F. Kennedy concerning pending litigation.

1.00JFB $195

$78.00Call with Joe O'Neil, coverage counsel to AIG, concerning statusupdate for upcoming mediation.

0.40JFB $195

$127.50Telephone conference with Jeremy Cole and Mark Cody, counsel forKaplan regarding recent developments and matters regarding Chicagosuit.

0.30JFK $425

$935.00Receive and review documents and emails. 2.20JFK $425

$170.00Telephone conference with James Banter and Joe O'Neil, counsel forAIG.

0.40JFK $425

$425.00Multiple telephone conferences with James Banter regardingmediation and other issues.

1.00JFK $425

$63.00Receive and view various mail sent to Virginia College; email trafficwith James Banter regarding same.

0.20JN $315

For Current Services Rendered $48,172.50

Timekeeper Hours Total

TIMEKEEPER SUMMARY

Rate

Christopher R Conley $4,428.0021.60 $205

Felisha W. Roberts $57.500.50 $115

James F Banter $21,625.50110.90 $195

John Kennedy $20,910.0049.20 $425

Jo Lanier Meeks $805.002.30 $350

Jack Nichols $346.501.10 $315

AmountDescriptionDate

ADVANCES

$218.00Tammy DiRocco, Federal Court Reporter - Expedited Hearing03/20/2020

$65.40Fuller Reporting Company Inc. - Expedited Hearing Transcript of01.22.2019

03/23/2020

$43.60Sally Gray - Expedited Hearing Transcript of 4.11.201903/24/2020

$89.58West Payment Center - Online Research03/31/2020

$16.20Pacer Service Center - Online Research03/31/2020

$35.30Pacer Service Center - Online Research03/31/2020


Total Advances $468.08

AmountDescriptionDate

EXPENSES

$194.00Reproduction Expense03/31/2020

$112.50Color Copies Expense03/31/2020

$11.35Postage Expense03/31/2020

Total Expenses $317.85

INVOICE SUMMARY

Fees

$48,958.43

Total current charges

785.93

PLEASE PAY THIS AMOUNT

48,958.43

$48,172.50

Expenses & Advances

Plus balance forward from previous invoice

Payments BalanceTransactionDate

TRUST ACCOUNT ACTIVITY

Deposits

Balance as of 03/10/20203/10/2020 $100,000.00

INTEGRITY ● SERVANT LEADERSHIP ● RESPECT FOR OTHERS ● PURSUIT OF EXCELLENCE

Page 11


Invoice No.: 334067

May 1, 2020

52316.0001File No.:

Invoice Date:ECA ReceivershipCase 5:18-cv-00388-TES Document 386-1 Filed 05/04/20 Page 12 of 12

John F. Kennedy, Receiver Invoice No: 1152615 James Bates Brannon Groover LLP 231 Riverside Drive Macon, GA 31201

Invoice Date: Client No: Matter No:

04/20/20 24131 0004

RE: Special Counsel Matters For Legal Services Rendered Through 03/31/20 Fees $54,183.00 Expenses $924.28 Total This Invoice $55,107.28 Summary of Outstanding Invoices as of 04/20/20 Invoice No. Invoice Date Balance 1148139 03/09/20 $17,711.96

Remit to: Maynard Cooper & Gale 1901 Sixth Avenue North Suite 2400 Birmingham, AL 35203-2618

FEDERAL I.D. 63-0864426 By Wire:

Regions Bank ABA: 062005690 / SWIFT: UPNBUS44 USD Account: 0001323776 Account Name: Maynard Cooper & Gale Operating


24131-0004 April 20, 2020Special Counsel Matters Page 2

John F. Kennedy, Receiver Invoice No: 1152615 James Bates Brannon Groover LLP 231 Riverside Drive Macon, GA 31201

Invoice Date: Client No: Matter No:

04/20/20 24131 0004

RE: Special Counsel Matters

Date Timekeeper Hours Narrative 01/06/20 W. Bulgarella 0.40 Communications on matter involving immediate pleadings to

file. 01/07/20 W. Bulgarella 2.60 Research application of 11 U.S.C. 543 and waiver of its

requirements. 03/02/20 T. Cleveland 0.80 Prepare for sanctions hearing 03/02/20 T. Cleveland 0.40 Emails regarding 9th credit agreements with Monroe 03/02/20 J. Murphree 2.40 Attention to issues with next steps in receivership, including

motion for sanctions and strategy with same. 03/03/20 R. Thompson 0.50 Attention to status of Ninth Amended Credit Facility. 03/03/20 T. Cleveland 0.70 Prepare for sanctions hearing 03/03/20 T. Cleveland 0.80 Exchange emails regarding Monroe regarding credit

agreement 03/03/20 J. Murphree 2.10 Attention to motion for sanctions and financing issues and

discussions with K&E regarding post-receivership financing and Monroe entity relationships under financing documents and preferred stock agreements.

03/04/20 R. Thompson 0.10 Attention to status of Ninth Amendment to credit facility. 03/04/20 C. Pereyda 2.10 Extended email correspondence advising on extent of

property of receivership estate, inherent power of Article III courts to sanction parties.

03/04/20 J. Baker 0.50 Review and analyze Monroe complaint. 03/04/20 J. Murphree 1.20 Phone calls and multiple emails with J. Banter and T.

Cleveland regarding strategy for motion for sanctions and issues with same and recently filed IL complaint.

03/04/20 J. Murphree 1.10 Attention to issues and strategy for motion for sanctions and hearing, Monroe hats as lender, agent and preferred stockholder and recently filed IL complaint.

03/04/20 T. Cleveland 1.30 Review 9th credit agreement for sanctions hearing 03/04/20 T. Cleveland 2.40 Prepare for sanctions hearing 03/05/20 R. Thompson 3.00 Reviewing receivership order and related authorities

concerning status of injunction and effect on state court litigation; preparing outline of response.

03/05/20 J. Baker 1.20 Research for sanctions motion and related injunction violation issues; Detailed review of prior comfort orders and policy for same; Discuss internally.

03/05/20 B. Hill 3.40 Conduct legal research for purposes of reply brief and proposed order for motion for sanctions.

03/05/20 T. Cleveland 1.30 Prepare for hearing on sanctions 03/05/20 T. Cleveland 1.40 Review 11th Circuit case law on sanctions and other hearing

issues 03/05/20 J. Murphree 1.50 Detailed review of and attention to Monroe IL complaint and

memo to file regarding issues and strategy on same. 03/06/20 C. Pereyda 2.00 Research federal law on Article III courts' inherent power to

sanction parties and counsel as distinguished from contempt power.



Date Timekeeper Hours Narrative 03/06/20 W. Bulgarella 2.50 Research regarding injunctions and property of the

receivership estate. 03/06/20 R. Thompson 3.20 Attention to Monroe response and anticipated reply

arguments. 03/06/20 B. Hill 4.90 Conduct legal research for purposes of reply brief and

proposed order for motion for sanctions. 03/06/20 T. Cleveland 1.80 Review 11th Circuit and US SC court case law on sanctions 03/06/20 T. Cleveland 0.50 Prepare for sanctions hearing 03/06/20 T. Cleveland 2.00 Review Monroe's response to sanctions 03/06/20 J. Alford, Jr. 1.50 Research related to sanctions issued pursuant to the court's

inherent powers 03/06/20 J. Murphree 2.40 Multiple phone calls and emails with J. Banter and T.

Cleveland regarding strategy on motion for sanctions, insurance issues, anticipation of argument, evidence for reply and hearing and organization of team for implementing same.

03/06/20 J. Murphree 1.80 Research law on legal standards for reply to response to sanctions motion and evidence for hearing.

03/08/20 R. Thompson 0.70 Attention to status of reply to response to sanctions motion. 03/08/20 B. Hill 0.70 Further review and analyze response brief filed by

Petitioning Creditors regarding motion for sanctions. 03/08/20 T. Cleveland 2.00 Draft reply regarding sanctions 03/08/20 J. Murphree 1.30 Detailed memo to file regarding action items for reply to

response, including research issues, factual arguments, evidentiary issues, and organization of team.

03/09/20 C. Pereyda 0.40 Correspondence regarding preparing reply to Monroe's response to motion for sanctions.

03/09/20 R. Thompson 1.40 Reviewing status of reply in support of motion for sanctions, reviewing relevant authorities.

03/09/20 B. Hill 2.00 Draft outline and reply brief in support of motion for sanctions.

03/09/20 B. Hill 2.90 Conduct legal research for reply brief and proposed order in support of motion for sanctions.

03/09/20 T. Cleveland 2.80 Draft reply regarding sanctions 03/09/20 T. Cleveland 1.70 Prepare for sanctions hearing 03/09/20 J. Murphree 4.60 Detailed review of response to motion for sanctions and

analysis of issues and strategy with reply to same and issues to prepare for hearing, fee application issues, and response to motion to substitute.

03/09/20 J. Murphree 1.00 Review and comment on outlines of reply and proposed order.

03/10/20 C. Pereyda 0.30 Review and analyze Monroe's response to Receiver's motion for sanctions.

03/10/20 C. Pereyda 0.30 Review and analyze order granting Receiver's motion to clarify Receivership Order.

03/10/20 W. Bulgarella 3.30 Draft proposed order regarding sanctions motion. 03/10/20 B. Hill 6.20 Further revise reply brief in support of motion for sanctions. 03/10/20 J. Murphree 3.00 Attention to issues regarding response to motion to

sanctions and receiver's reply, response to motion to substitute, fee applications, property of estate issues, sanctions damages and hearing preparation.

03/10/20 R. Thompson 2.80 Attention to revisions to reply in support of motion for sanctions.

03/10/20 T. Cleveland 1.70 Draft reply regarding sanctions 03/10/20 T. Cleveland 0.40 Telephone call with counsel for BSF regarding withdrawal 03/10/20 T. Cleveland 2.00 Prepare for sanctions hearing 03/11/20 R. Thompson 2.00 Attention to reply in support of motion for sanctions. 03/11/20 W. Bulgarella 0.80 Research regarding sanctions order. 03/11/20 B. Hill 4.30 Further revise reply brief in support of motion for sanctions.



Date Timekeeper Hours Narrative 03/11/20 C. Pereyda 1.10 Research federal precedents applying business judgment

rule in receivership context. 03/11/20 J. Murphree 2.30 Research law in support of reply brief regarding receiver's

business judgment and creditor interference. 03/11/20 T. Cleveland 0.40 Exchange emails with counsel for BSF regarding withdrawal 03/11/20 T. Cleveland 0.70 Draft proposed order granting sanctions 03/11/20 T. Cleveland 1.80 Prepare for sanctions hearing 03/12/20 C. Pereyda 1.50 Research federal precedents for imposition of sanctions for

interference with receivership proceedings and for bad-faith conduct in connection with later-dismissed bankruptcy proceedings.

03/12/20 J. Murphree 1.20 Multiple emails with receiver team regarding reply brief, affidavits and evidence for hearing, sanctions damages, motion to continue hearing and response to same; Wolgast declaration.

03/12/20 J. Murphree 1.60 Attention to issues with reply brief, affidavits and evidence for hearing, sanctions damages, motion to continue hearing and response to same; Wolgast declaration.

03/12/20 W. Bulgarella 1.10 Revise proposed order and reply to response to motion for sanctions.

03/12/20 B. Hill 4.90 Further revise reply brief in support of motion for sanctions. 03/12/20 B. Hill 0.90 Draft declaration re attorney's fees request to attach to reply

brief in support of motion for sanctions. 03/12/20 B. Hill 1.20 Internal correspondence regarding strategy for reply brief in

support of motion for sanctions and proposed order. 03/12/20 C. Pereyda 1.10 Attention to due process issues in connection with

telephonic hearing. 03/12/20 C. Pereyda 1.10 Attention to application of business judgment rule to

receivers' control over receivership entities. 03/12/20 T. Cleveland 2.50 Draft reply regarding sanctions 03/12/20 T. Cleveland 0.50 Review Monroe's motion to continue 03/12/20 T. Cleveland 0.60 Draft response to motion to continue 03/12/20 T. Cleveland 1.60 Prepare for sanctions hearing 03/13/20 L. Juarez 4.20 Review and revise reply brief in support of motion for

sanctions; revise and revise declaration of J. Kennedy: finalize exhibits to declaration of J. Kennedy; finalize reply brief in support of motion for sanctions

03/17/20 T. Cleveland 0.50 Test conference with court 03/17/20 T. Cleveland 3.00 Prepare for sanctions oral argument 03/17/20 T. Cleveland 1.50 Argue sanctions hearing 03/17/20 L. Juarez 3.80 Prepare for hearing 03/17/20 L. Juarez 2.40 Finalize powerpoint and documents for hearing 03/23/20 T. Cleveland 0.90 Review previous court transcripts 03/23/20 T. Cleveland 0.70 Strategize motion to enforce against Monroe 03/24/20 T. Cleveland 0.80 Strategize motion to enforce agasint Monroe with J. Banter 03/24/20 T. Cleveland 0.70 Telephone call with Receiver and J. Banter regarding

Monroe and other issues 03/25/20 T. Cleveland 1.30 Review motion to enforce 03/26/20 T. Cleveland 1.40 Finalize motion to enforce 03/26/20 T. Cleveland 0.40 Discuss motion with Receiver and J. Banter 03/27/20 T. Cleveland 0.90 Exchange emails with Receiver and J. Banter regarding

Monroe response 03/30/20 T. Cleveland 0.30 Review receiver's report 03/30/20 T. Cleveland 0.10 Review order on fees 03/31/20 L. Juarez 0.40 Review requests for student records Total 151.80



Summary by Timekeeper Timekeeper Position Hours Rate Billed Fees Billed J. Alford, Jr. Associate 1.50 265.00 397.50 J. Baker Shareholder 1.70 415.00 705.50 W. Bulgarella Associate 10.70 270.00 2,889.00 T. Cleveland Shareholder 44.60 450.00 20,070.00 B. Hill Associate 31.40 315.00 9,891.00 L. Juarez Paralegal 10.80 150.00 1,620.00 J. Murphree Shareholder 27.50 415.00 11,412.50 C. Pereyda Of Counsel 9.90 215.00 2,128.50 R. Thompson Shareholder 13.70 370.00 5,069.00 Total all timekeepers 151.80 54,183.00

Summary of Disbursements & Expenses Online Court Records 38.40 02/18/20 MERCHANT: Columbus Inn, Date: 2/18/2020 dinner

before hearing with T. Cleveland, L. Murphree, James Banter, and Delaware attorneys Zach Noble, Cory Kandestin, and Dan DeFranceschi

430.80

02/19/20 MERCHANT: Ritz Carlton, Date: 2/19/2020 breakfast before hearing

18.50

02/19/20 MERCHANT: Ritz Carlton, Date: 2/19/2020 hotel for Tres Cleveland in Phildelphia

218.29

02/20/20 MERCHANT: Ritz Carlton, Date: 2/20/2020 James Banter's hotel room in Philadelphia

218.29

Total for disbursements and expenses $924.28

Total for services, disbursements and expenses $55,107.28



ACCOUNT SUMMARY

OUTSTANDING INVOICES AS OF 04/20/20

Invoice Date Fees Disbursements Payments Total 1148139 03/09/20 118,931.50 2,267.46 (103,487.00) 17,711.96 1152615 04/20/20 54,183.00 924.28 (0.00) 55,107.28 Total Due 173,114.50 3,191.74 (103,487.00) 72,819.24

ACCOUNT AGING

0 – 30 Days $55,107.28 31 – 60 Days $17,711.96 61 – 90 Days $0.00 91 – 120 Days $0.00 Over 120 Days $0.00



STATEMENT

Invoice date: 04/20/20 Invoice number: 1152615 Client name: John F. Kennedy, Receiver Matter number: 24131-0004

Total services billed this invoice $54,183.00 Total disbursements billed this invoice $924.28 TOTAL DUE THIS INVOICE $55,107.28

TERMS: PAYMENT DUE UPON RECEIPT PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE


Documents

IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE ...€¦ · Work with team from Veristor concerning updates to data center and $58.50 work order forms. 03/03/2020 JFB $195 0.30