2025-02-19 DIP Financing - Armstrong Teasdale LLP Reimbur Dec 2024Case 24-11647-MFW Doc 355 Filed 02/19/25 Page 1 of 9
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
SilverRock Development Company, et al.,
Debtors.'
Chapter 11
Case No. 24-11647 (MFW)
(Jointly Administered)
Objection Deadline: March 12, 2025 at 4:00 p.m. (ET)
SUMMARY OF FIFTH MONTHLY APPLICATION OF ARMSTRONG
TEASDALE LLP, AS CO -COUNSEL TO THE DEBTORS AND
DEBTORS IN POSSESSION, FOR ALLOWANCE OF COMPENSATION
AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE
PERIOD FROM DECEMBER 1, 2024 THROUGH DECEMBER 31, 2024
Name of Applicant:
Authorized to Provide Professional Services to:
Date of Retention: August 5, 2024
Period for which compensation and
reimbursement is sought:
Amount of compensation sought as
actual, reasonable and necessary:
Amount of expense reimbursement sought
as actual, reasonable and necessary:
This is a: X monthly final application
Armstrong Teasdale LLP
Debtors and Debtors in Possession
(order entered September 13, 2024)
December 1, 2024 through
December 31, 2024
$33,473.00
$4,073.65
This application includes 1.7 hours and $880.50 in fees incurred in connection with
the preparation of Fee Applications.
Prior applications:
'The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock
Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC, (4493), SilverRock Luxury Residences, LLC (6598)
and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors'
mailing address is 343 Fourth Avenue, San Diego, CA 92101.
Case 24-11647-MFW Doc 355 Filed 02/19/25 Page 2 of 9
Date Filed /
Docket No.
Period Covered
Requested
Fees
Requested
Expenses
Approved Fees
Approved
Expenses
185
8/5/24-8/31/24
$67,561.50
$0
$54,049.20
$0
219
9/1/24-9/30/24
$93,725.00
$6,553.39
$74,980.00
$6,553.39
262
10/1/24-10/31/24
$86,927.50
$11,947.01
$69,542.00
$11,947.01
332
11/1/2024-11/30/2024
$40,386.00
$3,544.81
$32,308.80
$3,544.81
Case 24-11647-MFW Doc 355 Filed 02/19/25 Page 3 of 9
COMPENSATION BY INDIVIDUAL
Name of
Professional Person
Position of the Applicant,
Number of Years in that
Position, Prior
Relevant Experience, Year of
Obtaining License to Practice,
Area of Expertise
Hourly
Billing
Rate ($)
Total
Billed
Hours
Total
Compensation ($)
Jonathan M.
Stemerman
Partner since 2021. Joined firm
as Partner in 2021. Member of
DE Bar since 2004.
$775
17.90
$13,872.50
Eric M. Sutty
Partner since 2021. Joined firm
as Partner in 2021. Member of
DE Bar since 2001.
$795
6.40
$5,088.00
Marylou Sinko
Paralegal since 1996.
$375
38.70
$14,512.50
Grand Total:
63.00
$33,473.00
Blended Rate:
$627.34
30334593.1
Case 24-11647-MFW Doc 355 Filed 02/19/25 Page 4 of 9
COMPENSATION BY PROJECT CATEGORY
Project Category
Total Hours
Total Fees ($)
Case Administration (B 110)
20.80
8,760.00
Asset Disposition (B130)
3.40
1,395.00
Meetings of and Communications with Creditors (B150)
1.10
852.50
Fee/Employment Applications (B160)
14.90
8,819.50
Avoidance Action Analysis (B180)
4.30
2,332.50
Assumption/Rejection of Leases and Contracts (B185)
2.80
1,130.00
Business Operations (B210)
1.20
530.00
Financing/Cash Collections (B230)
8.40
4,990.00
Real Estate (B250)
.2
155.00
Claims Administration and Obj ections (B310)
1.60
1,104.00
Plan and Disclosure Statement (B320)
.7
542.50
TOTAL
63.0
33,473.00
EXPENSE SUMMARY
Expenses Category
Total Expenses ($)
Computerized Legal Research - WESTLAW
0
Deliver/Courier
4,073.65
Deposition/Transcript
0
Docket Retrieval/Search
0
Reproduction Charges
0
Filing Fees
0
TOTAL
4,073.65
2
Case 24-11647-MFW Doc 355 Filed 02/19/25 Page 5 of 9
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
SilverRock Development Company, et al.,
Debtors.2
Chapter 11
Case No. 24-11647 (MFW)
(Jointly Administered)
Objection Deadline: March 12, 2025 at 4:00 p.m. (ET)
FIFTH MONTHLY APPLICATION OF ARMSTRONG
TEASDALE LLP, AS CO -COUNSEL TO THE DEBTORS AND
DEBTORS IN POSSESSION, FOR ALLOWANCE OF COMPENSATION AND
REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM
DECEMBER 1, 2024 THROUGH DECEMBER 31, 2024
Pursuant to sections 330 and 331 of title 11 of the United States Code, 11 U.S.C. §§ 101 et
seq. (the "Bankruptcy Code"), and Rule 2016 of the Federal Rules of Bankruptcy Procedure, and
in accordance with that certain Order Authorizing the Retention and Employment of Armstrong
Teasdale LLP as Bankruptcy Co -Counsel for the Debtors, Nunc Pro Tunc to the Petition Date
[Docket No. 102] (the "Retention Order") and that certain Order, Pursuant to Sections 105(a)
and 331 of the Bankruptcy Code, Bankruptcy Rule 2016(a), and Local Rule 2016-2, Establishing
Procedures for Interim Compensation and Reimbursement of Professionals [Docket No. 108] (the
"Interim Compensation Order"), the law firm of Armstrong Teasdale LLP ("AT") hereby
applies (this "Application") to the United States Bankruptcy Court for the District of Delaware
(the "Court") for reasonable compensation for professional legal services rendered as counsel to
the above -captioned debtors and debtors in possession (together, the "Debtors"), in the amount of
$33,473.00, together with reimbursement for actual and necessary expenses incurred in the amount
'The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock
Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC, (4493), SilverRock Luxury Residences, LLC (6598)
and SilverRock Phase 1, LLC (2247). The location of the Debtors' principal place of business and the Debtors'
mailing address is 343 Fourth Avenue, San Diego, CA 92101.
2
Case 24-11647-MFW Doc 355 Filed 02/19/25 Page 6 of 9
of $4,073.65 for the period from December 1, 2024 through and including December 31, 2024 (the
"Monthly Fee Period"). In support of this Application, AT respectfully represents as follows:
BACKGROUND
1. On August 5, 2024, (the "Petition Date"), each of the Debtors filed a voluntary
petition with the Court under chapter 11 of the Bankruptcy Code. No Trustee or examiner has
been appointed in these Chapter 11 Cases.
2. Pursuant to the Retention Order, AT was retained to represent the Debtors as
bankruptcy co -counsel in connection with these chapter 11 cases, effective as of the Petition Date.
The Retention Order authorizes AT to be compensated on an hourly basis and to be reimbursed
for actual and necessary out-of-pocket expenses.
3. On October 16, 2024, AT filed its First Monthly Fee and Expense Application of
Armstrong Teasdale LLP as Bankruptcy Co -Counsel to the Debtors and Debtors In Possession for
Allowance of Compensation and Reimbursement of Expenses Incurred for the period August 5,
2024 to August 31, 2024 [D.I. 185] (the "First Monthly Fee Application"). Through the First
Monthly Fee Application, AT sought approval of 80% of its fees in the amount of $54,049.20
(100% = $67,561.50).
4. On November 7, 2024, AT filed a Certificate of No Objection — No Order Required
[D.I. 215] regarding the First Monthly Fee Application. Pursuant to the Interim Compensation
Order, the Debtor was authorized to remit payment in the amount of $67,561.50 on account of its
approved fees. AT applied monies in its retainer to the approved amount.
5. On November 15, 2024, AT filed its Second Monthly Fee and Expense Application
of Armstrong Teasdale LLP as Bankruptcy Co -Counsel to the Debtors and Debtors In Possession
for Allowance of Compensation and Reimbursement of Expenses Incurred for the period
3
Case 24-11647-MFW Doc 355 Filed 02/19/25 Page 7 of 9
September 1, 2024 to September 30, 2024 [D.I. 219] (the "Second Monthly Fee Application").
Through the Second Monthly Fee Application, AT sought approval of 80% of its fees in the
amount of $74,980.00 (100% = $93,725.00).
6. On December 9, 2024, AT filed a Certificate of No Objection — No Order Required
[D.I. 244] regarding the Second Monthly Fee Application. Pursuant to the Interim Compensation
Order, the Debtor was authorized to remit payment in the amount of $74,980.00 on account of its
approved fees. AT applied monies in its retainer to the approved amount. AT currently has $0,
remaining it its retainer account on related to the Debtors.
7. All services for which compensation is requested herein by AT were performed for
or on behalf of the Debtors.
SUMMARY OF SERVICES RENDERED
8. Attached hereto as Exhibit A is a detailed statement of fees and expenses incurred
during the Monthly Fee Period, showing the amount of $33,473.00 due for fees and $4,073.65 due
for expenses.
9. The services rendered by AT during the Monthly Fee Period are grouped into the
categories set forth in Exhibit A. The attorneys and paralegals who rendered services relating to
each category are identified, along with the number of hours for each individual and the total
compensation sought for each category, in the attachments hereto.
DISBURSEMENTS
6. AT has incurred out-of-pocket disbursements during the Monthly Fee Period in the
amount of $4,073.65.
4
Case 24-11647-MFW Doc 355 Filed 02/19/25 Page 8 of 9
VALUATION OF SERVICES
7. Attorneys and paraprofessionals of AT have expended a total of 63.00 hours in
connection with this matter during the Monthly Fee Period.
8. The amount of time spent by each of these persons providing services to the Debtors
for the Monthly Fee Period is fully set forth in the detail attached hereto as Exhibit A. These are AT's
normal hourly rates of compensation for work of this character. The reasonable value of the services
rendered by AT for the Monthly Fee Period as counsel for the Debtors in these cases is $33,473.00
10. AT believes that the time entries included in Exhibit A attached hereto are in
compliance with the requirements of Local Rule 2016-2.
11. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,
the amount requested is fair and reasonable given (a) the complexity of these chapter 11 cases, (b)
the time expended, (c) the nature and extent of the services rendered, (d) the value of such
services, and (e) the costs of comparable services other than in a case under chapter 11 of the
Bankruptcy Code.
12. This Application covers the fee period from December 1, 2024 through and
including December 31, 2024. AT has continued, and will continue, to perform additional necessary
services for the Debtors subsequent to the Monthly Fee Period, for which AT will file subsequent
monthly fee applications.
CONCLUSION
WHEREFORE, AT requests that allowance be made to it in the sum of $33,473.00 as
compensation for necessary professional services rendered to the Debtors for the Monthly Fee
Period, and the sum of $4,073.65 for reimbursement of actual necessary costs and expenses
5
Case 24-11647-MFW Doc 355 Filed 02/19/25 Page 9 of 9
incurred during that period, and requests such other and further relief as the Court may deem just
and proper.
Dated: February 19, 2025 ARMSTRONG TEASDALE LLP
Wilmington, Delaware
/s/Jonathan M. Stemerman
Jonathan M. Stemerman (No. 4510)
Eric M. Sutty (No. 4007)
Denisse Guevara (No. 7206)
1007 North Market Street, Third Floor
Wilmington, Delaware 19801
Telephone: (302) 416-9670
jstemerman@atllp.com
esutty@atllp.com
dguevara@atllp.com
Co -Counsel to the Debtors and Debtors
in Possession
6
Case 24-11647-MFW Doc 355-1 Filed 02/19/25 Page 1 of 2
VERIFICATION
I, Jonathan M. Stemerman, declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury:
1. I am a Partner in the applicant firm, Armstrong Teasdale LLP ("AT"), and have
been admitted to the bar of the Supreme Court of Delaware since 2004.
2. I have personally performed many of the legal services rendered by AT to the
debtors and debtors in possession in connection with their chapter 11 cases and am familiar with
all other work performed on behalf of the lawyers and paraprofessionals at AT.
3. In compliance with rule 2016-2 of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District of Delaware ("Local Rule 2016-
2") of the Bankruptcy Court, and with 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"), 28 C.F.R. pt. 58, app. A (1996), the
following is provided in response to the request for additional information set forth in ¶ C.5 of the
U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives to, your standard or
customary billing rates, fees or terms for services pertaining to this engagement that were
provided during the application period? If so, please explain.
Response: No.
Question: If the fees sought in this fee application as compared to the fees budgeted for
the time period covered by this fee application are higher by 10% or more, did you discuss
the reasons for the variation with the client?
Response: Not applicable.
Question: Have any of the professionals included in this fee application varied their hourly
rate based on the geographic location of the bankruptcy case?
Response: No.
7
Case 24-11647-MFW Doc 355-1 Filed 02/19/25 Page 2 of 2
Question: Does the fee application include time or fees related to reviewing or revising
time records or preparing, reviewing, or revising invoices? (This is limited to work
involved in preparing and editing billing records that would not be compensable outside of
bankruptcy and does not include reasonable fees for preparing a fee application.) If so,
please quantify by hours and fees.
Response: No.
Question: Does this fee application include time or fees for reviewing time records to
redact any privileged or other confidential information? If so, please quantify by hours and
fees.
Response: No.
Question: If the fee application includes any rate increases since retention: (i) Did the
client review and approve those rate increases in advance? (ii) Did the client agree when
retaining AT to accept all future rate increases? If not, did AT inform the client that they
need not agree to modified rates or terms in order to have you continue the representation,
consisted with ABA Formal Ethics Opinion 11-458?
Response: Not applicable.
4. The facts set forth in the foregoing Application are true and correct to the best of
my knowledge, information and belief.
Dated: February 19, 2025 /s/Jonathan M. Stemerman
JONATHAN M. STEMERMAN
8
Case 24-11647-MFW Doc 355-2 Filed 02/19/25 Page 1 of 2
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
SilverRock Development Company, et al.,
Debtors.3
Chapter 11
Case No. 24-11647 (MFW)
(Jointly Administered)
Objection Deadline: March 12, 2025 at 4:00 p.m. (ET)
NOTICE OF FIFTH MONTHLY APPLICATION OF ARMSTRONG
TEASDALE LLP, AS CO -COUNSEL TO THE DEBTORS AND
DEBTORS IN POSSESSION, FOR ALLOWANCE OF COMPENSATION AND
REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM
DECEMBER 1, 2024 THROUGH DECEMBER 31, 2024
PLEASE TAKE NOTICE that the Fifth Monthly Application of Armstrong
Teasdale LLP, as Co -Counsel to the Debtors and Debtors In Possession, for Allowance of
Compensation and Reimbursement of Expenses Incurred for the Period from December 1, 2024
Through December 2024 (the "Application") has been filed with the United States Bankruptcy
Court for the District of Delaware (the "Court"). The Application seeks allowance of monthly
fees in the amount of $33,473.00 and monthly expenses in the amount of $4,073.65
PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, are
required to be filed on or before March 12, 2025 at 4:00 p.m. (ET) (the "Objection Deadline")
with the Clerk of the United States Bankruptcy Court, 824 N. Market Street, 3rd Floor,
Wilmington, Delaware 19801, and served so as to be received on or before the Objection Deadline
by the undersigned counsel to the Debtors.
PLEASE TAKE FURTHER NOTICE THAT, PURSUANT TO THE ORDER,
PURSUANT TO SECTIONS 105(A) AND 331 OF THE BANKRUPTCY CODE, BANKRUPTCY
RULE 2016(A), AND LOCAL RULE 2016-2, ESTABLISHING PROCEDURES FOR INTERIM
COMPENSATION AND REIMBURSEMENT OF PROFESSIONALS [DOCKET NO. 108], IF NO
OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THE ABOVE
PROCEDURES, THE DEBTORS WILL BE AUTHORIZED TO PAY 80% OF THE
REQUESTED FEES AND 100% OF THE REQUESTED EXPENSES WITHOUT FURTHER
ORDER OF THE COURT.
3The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock
Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC, (4493), SilverRock Luxury Residences, LLC (6598)
and SilverRock Phase 1, LLC (2247). The location of the Debtors' principal place of business and the Debtors'
mailing address is 343 Fourth Avenue, San Diego, CA 92101.
9
Case 24-11647-MFW Doc 355-2 Filed 02/19/25 Page 2 of 2
PLEASE TAKE FURTHER NOTICE THAT ONLY IF AN OBJECTION IS
PROPERLY AND TIMELY FILED IN ACCORDANCE WITH THE ABOVE PROCEDURES
WILL A HEARING BE HELD ON THE APPLICATION.
Dated: February 19, 2025 ARMSTRONG TEASDALE LLP
Wilmington, Delaware
/s/Jonathan M. Stemerman
Jonathan M. Stemerman (No. 4510)
Eric M. Sutty (No. 4007)
Denisse Guevara (No. 7206)
1007 North Market Street, Third Floor
Wilmington, Delaware 19801
Telephone: (302) 416-9670
jstemerman@atllp.com
esutty@atllp.com
dguevara@atllp.com
Co -Counsel to the Debtors and Debtors
in Possession
10
Case 24-11647-MFW Doc 355-3 Filed 02/19/25 Page 1 of 9
Exhibit A
Case 24-11647-MFW Doc 355-3 Filed 02/19/25 Page 2 of 9
Armstrong
Teasdale
Attn: Christopher S Sontchi
SilverRock Development Company, LLC
11 Tobin Court
Hockessin, DE 19707
7700 Forsyth Boulevard, Suite 1800
St. Louis, MO 63105
Phone: 314.621.5070
Fed ID: 43-1274026
Contact us with question or concerns
Accountinginfo@atllp.com or 314.719.8270
February 12, 2025
Invoice No. 3337298
File No. 47399
SUmMAitii,tiOusivOICE
For Professional Services through FEBRUARY 11, 2025
MATTER MATTER NAME
1 Chapter 11 Bankruptcy
TOTAL AMOUNT DUE:
FEES DISBURSEMENTS
33,473.00
4,073.65
TOTAL
37,546.65
37,546.65
Summary of Prior invoices Outstanding
for Chapter 11 Bankruptcy — Matter # 1
1— CHAPTER 11 BANKRUPTCY
Fee Summary
Date
11/07/24
Name
E. Sutty
Hours
Amount Narrative
3.60 2862.00 Begin drafting bar date motion.
PAYMENT IS DUE UPON RECEIPT.
Please Remit Payment To: NEW ADDRESS: Armstrong TeasdalelPO Box 875121 Carol Stream, IL 60188-7512
For ACH and WIRE: ATLLP ZBA Remittance Account) Cass Commercial Bank' Routing # 0810006051 Account # 40066991
Case 24-11647-MFW Doc 355-3 Filed 02/19/25 Page 3 of 9
Fee Summary
Date Name
B110 - Case Administration
12/02/24 M.Sinko
12/02/24 M. Sinko
12/02/24 M. Sinko
12/02/24 J. Stemerman
12/02/24 J. Stemerman
12/03/24 M. Sinko
12/03/24 J. Stemerman
12/03/24 J. Stemerman
12/04/24 M. Sinko
12/06/24 M. Sinko
12/09/24 M. Sinko
12/12/24 M.Sinko
12/12/24 M. Sinko
12/13/24 M. Sinko
12/13/24 J. Stemerman
12/16/24 M. Sinko
12/16/24 M. Sinko
12/16/24 M. Sinko
Hours
Amount Narrative
1.00 375.00 Prepare Certification of Counsel for filing
with Court (CM/ECF) and service upon
counsel. Calendar objection date re DWC
retention D.I. 235
2.00 750.00 Review and revise Debtors' Motion for Entry
of an Order for (I) granting relief from the
interim DIP Financing Orders preventing
Debtors from Extending the Exclusivity
periods and extending them four (4) months
and prepare with exhibits for filing with
Court (CM/ECF) and service upon counsel.
D.I. 236
0.80 300.00 Prepare and make revisions to Certification
of Counsel regarding final order approving
engagement of D. Wilson.
0.30 232.50 Call with A. Steele and co -counsel re: case
status and case strategy.
0.30 232.50 Zoom call with C. Sontchi, CRO and co -
counsel re: case strategy and further status
updates.
0.20 75.00 Review email from Parcels re: AOS for 234,
235, 236. DIP Financing Extending Deadlines
for Assume or Reject Leases, and
Engagement of D. Wilson Companies.
0.20 155.00 Participate at December 2nd omnibus
hearing.
0.20 155.00 Prepare for December 2, 2024 omnibus
hearing.
1.50 562.50 Review and revise Rule 9019 Motion and
Order with exhibits and prepare for filing
and file with Court (CM/ECF) and service
upon counsel.
0.30 112.50 Communications with L. Capp at U.S.
Bankruptcy Court re: upload of order for
CNO regarding Fourth Interim Order (I)
Authorizing Debtors to Obtain Interim
Postpetition Secured Financing, (II) Granting
Non -Priming Liens and SuperPriority
Administrative Expense Status, and (III)
Scheduling a Final Hearing.
0.20 75.00 Calendar service of adversary complaint 6
weeks prior to service due date and advise J.
Stemerman.
0.30 112.50 Review email from J. Stemerman - update
2002 List.
0.50 187.50 Review email from J. Stemerman - update
Master Service List - Exhibit A to include all
creditors. Make revisions to list and labels.
0.30 112.50 Emails to and from J. Stemerman re:
expected filings. (DIP, JLL, Steele
Declaration, Certification of Counsel re: RLF
retention)
0.20 155.00 Communications with M. Bates and co -
counsel re: case status update.
0.30 112.50 Review email and file Supplemental
Declaration of Amanda Steele. D.I. 248.
0.20 75.00 Prepare upload and send Order re: retention
to Court for signature.
0.80 300.00 Prepare Certificates of Service with
Case 24-11647-MFW Doc 355-3 Filed 02/19/25 Page 4 of 9
L
Date
Fee Summary
Name Hours Amount Narrative
Affidavits of service for DIP motion (225),
Notice of Agenda (232); Certifications of
counsel regarding Fourth Interim DIP order
Order and CNO's for Second Monthly
Application of Fees for Carson and ATLLP
(244, 245)
12/17/24 M. Sinko 0.40 150.00 Review email from J. Stemerman re: hearing
date on Motion to retain real estate broker
to sell Debtors' main assets. Calendar same
and email to J. Stemerman.
12/17/24 J. Stemerman 0.20 155.00 Communications with Chambers re: hearing
dates.
12/19/24 M. Sinko 1.50 562.50 Review docket and start draft of Agenda
letter for January 2, 2025. Confer with J.
Stemerman re: same.
12/20/24 M. Sinko 1.00 375.00 Review and revise Certificate of No
Objection and prepare for filing with Court
and service upon counsel. File with CM/ECF.
12/20/24 J. Stemerman 0.30 232.50 Telephone call with B. Carson re: agenda for
1/2 and 1/15 hearings.
12/20/24 J. Stemerman 0.20 155.00 Call with UST re: status update on 1/2 and
1/15 hearings.
12/23/24 M. Sinko 0.40 150.00 Prepare and update proposed order. Upload
order through CM/ECF for Court
consideration.
12/25/24 M. Sinko 1.00 375.00 Review and revise Agenda for January 2,
2025 hearing.
12/26/24 J. Stemerman 0.10 77.50 Communications with UST re: extended
objection deadlines for 9019 and final DIP
motions.
12/27/24 M. Sinko 0.30 112.50 Draft email to J. Stemerman re: service
affidavits and service lists.
12/27/24 M. Sinko 1.20 450.00 Draft Certification of Counsel for Exclusivity
Motion with Exhibits A and B for J.
Stemerman review.
12/27/24 M. Sinko 0.60 225.00 Prepare Amended Notice of Hearing on DIP
motion. Prepare for filing with 2002 List and
all Exhibit A list.
12/27/24 M. Sinko 0.80 300.00 Prepare DIP motion for additional
supplemental service.
12/30/24 M. Sinko 1.00 375.00 Revise Agenda (January 2, 2025 hearing) to
include COC and Exclusivity extension.
Prepare and send to J. Stemerman for
review.
12/30/24 M. Sinko 0.20 75.00 Email to L. Capp judicial assistant re:
cancelling hearing. Need to get approval to
do so.
12/30/24 M. Sinko 0.40 150.00 Prepare Notice of Agenda - Cancelled
Hearing for filing with Court (CM/ECF) and
service upon counsel.
12/30/24 M. Sinko 0.20 75.00 Upload order to CM/ECF D.I. 264 Court re:
exclusivity.
12/30/24 J. Stemerman 0.10 77.50 Supplement agenda for 1.2.25 hearing and
instructions to M. Sinko re: same.
12/30/24 J. Stemerman 0.20 155.00 Analyze cancellation of January 2nd hearing
and communications with C. Sontchi, CRO
and co -counsel re: same.
12/31/24 M. Sinko 0.40 150.00 Prepare COS and AOS for DIP Motion and
Amended Hearing. File with CM/ECF.
12/31/24 M. Sinko 0.30 112.50 Prepare COS and AOS for Fee Applications
Case 24-11647-MFW Doc 355-3 Filed 02/19/25 Page 5 of 9
Fee Summary
Date Name Hours Amount Narrative
and D.I. 258, 259. File with CM/ECF.
12/31/24 M. Sinko 0.30 112.50 Prepare COS and AOS for supplemental DIP
service. File with CM/ECF.
12/31/24 J. Stemerman 0.10 77.50 Communications with M. Bates re: UST
motion to dismiss.
Sub Total Task B110 20.80 8,760.00
8130 - Asset Disposition
12/12/24 M. Sinko 1.30 487.50 Prepare DIP Motion and exhibits for filing
with Court CM/ECF and file with Court and
service upon 2002 list and Exhibit A
creditors.
12/13/24 M. Sinko 0.30 112.50 Prepare Motion of Debtors - DIP motion D.I.
246 send to Parcels for mailing to Exhibit A
service list.
12/13/24 M. Sinko 1.50 562.50 Review and revise DIP motion, prepare
exhibits for filing with Court. File CM/ECF
with Court and service upon 2002 list.
12/13/24 J. Stemerman 0.20 155.00 Telephone call with counsel for potential
bidder of real estate assets.
12/13/24 J. Stemerman 0.10 77.50 Communications with Interim Manger, CRO
and co -counsel re: call with counsel for
potential bidder of real estate assets.
Sub Total Task B130 3.40 1,395.00
B150 - Meetings of and Communications with Creditors
12/02/24 J. Stemerman 0.30 232.50 Participate on call with major constituents
re: case status and next steps.
12/09/24 J. Stemerman 0.10 77.50 Communications with K. Grivner and M.
Vives re: questions re: financials.
12/16/24 J. Stemerman 0.40 310.00 Attend call with major constituents, Interim
Manager, CRO and co -counsel re: case
status update and case strategy.
12/23/24 J. Stemerman 0.30 232.50 Participate on call with Major Constituents
re: status update.
Sub Total Task B150 1.10 852.50
8160 - Fee/Employment Applications
12/03/24 J. Stemerman 0.10 77.50 Analyze entry of Final CRO order and
communication to interim manager, CRO
and co -counsel re: same.
12/03/24 J. Stemerman 0.40 310.00 Call with UST and A. Steele re: RFL retention
application.
12/05/24 M. Sinko 0.80 300.00 Email to J. Stemerman re: Draft fee
application for filing on December 16.
Review and revise.
12/05/24 J. Stemerman 0.10 77.50 Communications with A. Steele and M.
Bates re: UST comments to RLF retention
application.
12/06/24 M. Sinko 0.80 300.00 Review and revise CNO re: fee applications
for filing on December 9. Draft CNO for
Carson fee application. Send to J.
Stemerman for review.
12/09/24 M. Sinko 1.10 412.50 Prepare CNO for Second Fee Applications
for Carson and ATLLP. Confer with J.
Stemerman. File with CM/ECF and serve
upon 2002 list and master service list.
12/09/24 J. Stemerman 0.10 77.50 Analyze communication from D. Wilson re:
JLL retention.
12/09/24 J. Stemerman 0.10 77.50 Analyze and supplement CNOs re: Carson
firm and AT 2nd monthly fee applications.
12/11/24 J. Stemerman 0.10 77.50 Communications with co -counsel re: JLL
retention terms.
Case 24-11647-MFW Doc 355-3 Filed 02/19/25 Page 6 of 9
Fee Summary
Date
12/12/24
Name
J. Stemerman 0.20 155.00 Telephone call with B. Carson and V.
Vilaplana re: JLL retention app.
12/12/24 J. Stemerman 0.30 232.50 Analyze JLL retention application and
communications with JLL, CRO and co -
counsel re; same.
12/12/24 J. Stemerman 0.10 77.50 Communication with Independent Manager
re: hearing date for JLL retention.
12/12/24 E. Sutty 1.60 1272.00 Revise application to retain JLL and related
pleadings.
12/13/24 J. Stemerman 0.20 155.00 Call with counsel for JLL and co -counsel re:
JLL retention application.
12/13/24 J. Stemerman 0.20 155.00 Call with co -counsel in advance of call with
JLL counsel re; JLL retention application.
12/13/24 J. Stemerman 0.10 77.50 Communication to Judge Walrath's
chambers re: hearing date on JLL retention
application.
12/16/24 M. Sinko 1.50 562.50 Review and revise Certification of Counsel
regarding retention of RLF with exhibits and
references to Supplemental Steele
Declaration. File with CM/ECF and service
upon 2002 list and master service list.
12/16/24 J. Stemerman 0.10 77.50 Analyze order granting RLF retention and
email to C. Sontchi, A. Steele and CRO re:
same.
12/16/24 J. Stemerman 0.60 465.00 Call with counsel for JLL and co -counsel re:
JLL retention.
12/19/24 M. Sinko 0.20 75.00 Review and revise ATLLP 3rd fee application
and send to J. Stemerman.
12/19/24 J. Stemerman 0.20 155.00 Prepare notice of rate change re: AT rates.
12/19/24 J. Stemerman 0.20 155.00 Further supplement JLL listing agreement.
12/20/24 M. Sinko 1.00 375.00 Review and revise two (2) Notices of Rate
Changes - RLF and ATLLP for filing with Court
and service upon counsel/service list.
12/20/24 J. Stemerman 0.30 232.50 Analyze and supplement AT 3rd Monthly
Fee Application (October time).
12/20/24 J. Stemerman 0.10 77.50 Instructions to M. Sinko re: AT and RLF
notices of rare change.
12/20/24 J. Stemerman 0.10 77.50 Communication to major constituents re: AT
and Carson 3rd monthly fee applications.
12/20/24 J. Stemerman 0.10 77.50 Analyze Carson notice of rate change;
instructions to M. Sinko re: same.
12/20/24 J. Stemerman 0.20 155.00 Analyze JLL's counsel's revisions to listing
agreement.
12/23/24 J. Stemerman 1.20 930.00 Supplement and finalize JLL retention
application and related documents.
12/23/24 J. Stemerman 0.20 155.00 Communications with counsel for JLL re: JLL
retention application.
12/23/24 J. Stemerman 0.30 232.50 Communications with C. Sontchi, D. Wilson
and co -counsel re: JLL retention application
and related documents.
12/23/24 J. Stemerman 0.30 232.50 Communications with and instructions to M.
Sinko re: JLL retention application.
12/26/24 J. Stemerman 0.10 77.50 Communications with B. Carson re: Carson
firm 3rd monthly fee applications.
12/27/24 M. Sinko 0.90 337.50 Prepare and file with CM/ECF Third
Application for Compensation of ATLLP and
Law Offices of Benjamin Carson.
12/27/24 J. Stemerman 0.10 77.50 Supplement AT 3rd Monthly Fee Application
and instructions to M. Sinko re: same.
12/30/24 J. Stemerman 0.20 155.00 Analyze DWC October monthly staffing
Hours
Amount Narrative
Case 24-11647-MFW Doc 355-3 Filed 02/19/25 Page 7 of 9
Fee Summary
Date
Name
Hours
Amount Narrative
report and communications with DWC and
C. Sontchi re: same.
12/31/24 M. Sinko 0.60 225.00 Prepare Report by Douglas Wilson
Companies of Compensation earned and
expenses incurred for the period of October
1 - 31, 2024 and prepare for filing with
CM/ECF and service upon counsel and
service list.
12/31/24 J. Stemerman 0.10 77.50 Instructions to M. Sinko re: DWC October
Sub Total Task B160
B180 -Avoidance Action Analysis
12/04/24 M. Sinko 2.20 825.00 Review and revise Adversary Complaint and
draft summons and ADR notice for J.
Stemerman review and prepare and file
(CM/ECF) with Court.
12/04/24 J. Stemerman 0.60 465.00 Analyze and supplement adversary
complaint re: converted preferred equity
holders.
12/04/24 J. Stemerman 0.40 310.00 Analyze and execute 9019 motion and
related documents re: converted preferred
equity holders.
12/04/24 J. Stemerman 0.30 232.50 Communications with C. Sontchi, CRO and
co -counsel re: 9019 motion and adversary
complaint re: converted preferred equity
holders.
12/05/24 J. Stemerman 0.10 77.50 Communications with C. Sontchi and co -
counsel re: service of complaint re:
avoidance of converted preferred liens.
12/07/24 J. Stemerman 0.10 77.50 Analyze communication from R. Green re:
additional converted preferreds willing to
settle.
12/12/24 M. Sinko 0.30 112.50 Review email from J. Stemerman and B.
Carson re: 9019 motion. Review motion.
Confer with E. Sutty re: same.
12/18/24 J. Stemerman 0.20 155.00 Analyze communication from V. Vilaplana
re: City informal comments to 9019 motion
re: converted preferred equity.
12/27/24 J. Stemerman 0.10 77.50 Analyze email and attachment from R.
Green re: recorded liens.
monthly staffing report.
14.90 8,819.50
Sub Total Task B180 4.30 2,332.50
B185 - Assumption/Rejection of Leases and Contracts
12/02/24 M. Sinko 1.60 600.00 Prepare and finalize Motion to extend
deadline to assume or reject unexpired
leases of non-residential real property with
exhibits, file with Court (CM/ECF), calendar
objection date and hearing date. D.I. 234
12/02/24 J. Stemerman 0.10 77.50 Analyze and supplement motion to extend
deadline to assume/reject non-residential
real property leases.
12/20/24 M. Sinko 1.00 375.00 Draft Certificate of No Objection for Debtors
Motion to Extend Deadline to Assume or
Reject Non-residential Leases for J.
Stemerman review.
12/20/24 J. Stemerman 0.10 77.50 Analyze and supplement CNO re: motion to
extend deadline to assume/reject non-
residential real estate leases.
Sub Total Task B185 2.80 1,130.00
B210 - Business Operations
12/23/24 J. Stemerman 0.10 77.50 Communications with F. Schuster and co-
•
Case 24-11647-MFW Doc 355-3 Filed 02/19/25 Page 8 of 9
Fee Summary
Date
12/30/24
12/31/24
Name
M. Sinko
J. Stemerman
Hours
Amount Narrative
counsel re: November monthly operating
reports.
1.00 375.00 Prepare and file Monthly Operating Reports
for November 2024 and one updated report
for SRPI for October 2024.
0.10 77.50 Instructions to M. Sinko re: November
Monthly Operating Reports.
Sub Total Task B210 1.20 530.00
B230 - Financing/Cash Collections
12/02/24 J. Stemerman 0.20 155.00 Communications with B. Carson re: Final
DIP.
12/02/24 J. Stemerman 0.40 310.00 Analyze City proposed MOU re: Final DIP
and comments from C. Sontchi and co -
counsel re: same.
12/02/24 J. Stemerman 0.30 232.50 Analyze revised Final DIP budget.
12/05/24 J. Stemerman 0.20 155.00 Analyze communications from B. Carson and
major constituents re: 4th interim DIP
financing order.
12/06/24 M. Sinko 1.30 487.50 Review and revise draft Certification of
Counsel regarding Fourth Interim Order re:
postpetition secured financing. Review and
redline third interim order and changes
from fourth. Prepare exhibits redlined
version and clean copy of order. Attach all
and file through CM/ECF.
12/09/24 J. Stemerman 0.20 155.00 Analyze communications with C. Sontchi and
B. Englander re: final DIP documents.
12/09/24 J. Stemerman 0.20 155.00 Telephone call with B. Carson re: Final DIP
with City and next steps re; same.
12/10/24 J. Stemerman 0.40 310.00 Analyze draft motion to approve final DIP
with City.
12/10/24 J. Stemerman 0.20 155.00 Analyze fully executed MOU and term sheet
with City re: DIP.
12/12/24 M. Sinko 2.50 937.50 Review and revise DIP motion and prepare
proposed order and exhibits to motion
(Declarations Sontchi and Wilson) and
secured creditors.
12/12/24 J. Stemerman 0.50 387.50 Analyze, supplement and execute Final DIP
Motion and analyze related documents.
12/12/24 J. Stemerman 0.10 77.50 Final DIP motion.
12/12/24 J. Stemerman 0.20 155.00 Analyze COC re: RLF retention and related
documents.
12/12/24 J. Stemerman 0.40 310.00 Further communications iwth co -counsel,
Independent Manager, CRO and A. Steele
re: final DIP Motion and related documents.
12/12/24 J. Stemerman 0.20 155.00 Instructions to and communications with M.
Sinko re: Final DIP motion and service re:
same.
12/16/24 J. Stemerman 0.30 232.50 Telephone call with M. Bates re: final DIP
motion.
12/17/24 J. Stemerman 0.20 155.00 Analyze communications from Cypress re:
request for DIP continuance (.1);
communications with co -counsel re: same
(.1).
12/27/24 J. Stemerman 0.20 155.00 Prepare re -notice of DIP hearing and
instructions to M. Sinko re; same.
12/27/24 J. Stemerman 0.40 310.00 Analyze additional service parties re: Final
DIP motion.
Sub Total Task B230 8.40 4,990.00
B250 - Real Estate
Case 24-11647-MFW Doc 355-3 Filed 02/19/25 Page 9 of 9
Fee Summary
Date
Hours
Amount Narrative
Name
12/29/24 J. Stemerman 0.20 155.00 Analyze communication from M. Vives re:
title report analysis.
Sub Total Task B250 0.20 155.00
B310 — Claims Administration and Objections
12/02/24 E. Sutty 1.20 954.00 Draft JLL retention.
12/12/24 M. Sinko 0.20 75.00 Analyze Proof of Claim filed RGC PA 789, LLC
- creditor RAF Pacifica Loan Opportunity
Fund I, LLC; email to J. Stemerman re: same.
12/27/24 M. Sinko 0.20 75.00 Email to J. Stemerman Proof of Claim filed
on behalf of Deere & Company.
Sub Total Task B310 1.60 1,104.00
B320 — Plan And Disclosure Statement (including Business Plan)
12/02/24 J. Stemerman 0.30 232.50 Analyze and supplement exclusivity motion.
12/26/24 J. Stemerman 0.20 155.00 Analyze communications from major
constituents re: revised exclusivity order
and communications with B. Carson and A.
Steele re: same.
12/27/24 J. Stemerman 0.10 77.50 Communications with UST re: exclusivity
order.
12/30/24 J. Stemerman 0.10 77.50 Analyze entry of order extending exclusivity
period and communication to Chris Sontchi,
CRO and co -counsel re: same.
Sub Total Task B320 0.70 542.50
Total Hours 63.00
Total Services
33,473.00
Disbursement Summary
Date
Cost
E107 Delivery Services/Messengers
12/03/24 CourierService— VENDOR: Parcels, Inc.; INVOICE#: 1112998; DATE: 11/21/2024
Sub Total E107
Total Disbursements
Matter Total for Invoice
Amount
4,073.65
4,073.65
4,073.65
37,546.65
Attorney/Paralegal Summary
Name
M. Sinko
J. Stemerman
E. Sutty
Total
Rate Hours Amount
375.00
775.00
795.00
38.70 14,512.50
17.90 13,872.50
6.40 5,088.00
63.00 33,473.00