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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
-----------------------------------------------------------In re: Chapter 11
PHOENIX BRANDS LLC, et ai., Case No. 16-11242 (BLS)
Debtors.l Jointty Administered
COVER SHEET FOR THE FINAL FEE APPLICATION OF HOULIHAN LOKEYCAPITAL, INC. F4R ALLOWANCE OF COMPENSATION FOR SERVICESRENDERED AND FOR REIMBURSEMENT OF EXPENSES AS INVESTMENT
BANKER TO THE DEBTORS FOR THE PERIOD FROMMAY 19, 2016 THROUGH AUGUST 31, 2016
Name of Applicant:
Authorized to Provide Professional Services to:
Houlihan Lokey Capital, Inc.
the above-captioned debtors and debtors-in-possession
Date of Retention:
Period for which compensationand reimbursement are sought:
Amount of Compensation sought as actual,reasonable and necessary:
Amount of Expense Reimbursement soughtas actual, reasonable and necessary:
July 5, 2016, nunc pNo tunc toMay 19, 2016
May 19, 2016 through August 31, 2016
$1,210,975.00
$13,080.22
This is a(n): Monthly Interim X Final Application
No time was expended in preparation of this Application during the period covered in thisApplication.
The Debtors, together with the last four digits of each Debtor's tax identification number, are: Phoenix Brands
LLC, (4609), Phoenix Brands Parent LLC, (8729), Phoenix North LLC, (no EIN), Phoenix Brands Canada ULC
(a Nova Scotia Unlimited Liability Company), Phoenix RIT LLC, (5149), and Phoenix Brands Canada Laundry
LLC (no EIN). The address of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901,
except Phoenix Brands Canada ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada MSX
1B8.
1
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 1 of 12
Summary of Amounts Requested:
Total Paid Un aid
Fees Ex eases Fees Ex eases Fees Ex easesTitle Date Filed Period Covered
First Monthly Fee Application~~x~x3~ 7/25/16(Dkt.295] 5/19/16-6/30/16 $ 50,000.00 $ 3,283.79 $ 40,000.00 $ 3,283.79 $ 10,000.00 $ -
SecondMonthlyFeeApplication~3~ 8/25/16[Dkt.374j 7/1/16-7/31/16 $ 50,000.00 $ 5,860.62 $ 40,000.00 $ 5,860.62 $ 10,000.00 $ -
Interim Fee Application~'~ 9/12/16 [Dkt. 423] 5/19/16 — 7/31/16 $ - $ - $ 20,000.00 $ - $ (20,000.00) $ -
Third Monthly Fee Application~4~ 9/23/16 [Dkt. 444J 8/1/16-8/31/16 $ 1,110,975.00 $ 3,43320 $ 888,780.00 $ 3,433,20 $ 222,195.00 $
Additional Post-Petition Expenses°~ N/A 5/22/16 — 8/24/16 N/A $ 502.61 - N/A $ - N/A $ 502,61
Total $ 1,210,975.00 $ ]3,080,22 $ 988,780.00 $ 12,577,61 $ 222,195.00 S 502.61
(I) Expenses originally included in the First Monthly Fee Application totaled $3,337.86. This amount was reduced by $54.07 as evidenced by a Certification of Counsel and No
Objection (Filed 8/23/16, Dkt. 365)
(2) Prior to the Petition Date, Houlihan Lokey received $15,000.00 as an expense retainer to cover expenses estimated to have been incurred prior to the Petition Date. In total,
$5,729.95 of expenses incurred prior to the PetitionDate were applied against the retainer, and the remaining $9,270,05 was subsequently credited by the Debtors against
the payment of amounts due to Houlihan Lokey under the First Monthly Application.
(3) Fee holdbacks paid in full pursuant to the Omnibus Order Approving Interim Fee Applications (Filed 11/21/16, Dkt. 552)
(4) fees originally included in the Third Monthly Fee Application totaled 51,202,630. This amount was reduced by $91,655.00 as evidenced by a Certification of
Counsel (Filed IZ/6l16, Dkf. 605}
(5) Identified and processed subsequent to Houlihan Lokey's filing of the Third Monthly Fee Application and included herein, rather than filing a separate monthly fee application for $502.61 of
expenses only
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 2 of 12
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
-----------------------------------------------------------In re: Chapter i i
PHOENIX BRANDS LLC, et al., Case No. 16-11242 (BLS)
Debtors.' Jointly Administered
FINAL FEE APPLICATION OF HOULIHAN LOKEY CAPITAL, INC.FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FORREIMBURSEMENT OF EXPENSES AS INVESTMENT BANKER TO THE DEBTORS
FOR THE PERIOD FROMMAY i9, 2016 THROUGH AUGUST 31, 2016
Houlihan Lokey Capital, Inc. ("Houlihan Lokev"), as investment. banker to the debtors
and debtors-in-possession in the above-captioned cases (collectively, the "Debtors"), hereby
submits its final application for approval of compensation and reimbursement of expenses (the
"Final Application") pursuant to sections 327(a) and 328(a) of title 11 of the United States Code
(as amended, the "Bankruptcy Code"), Rule 2014 of the Federal Rules of Bankruptcy Procedure
(the "Bankruptcy Rules"), and Rule 2014-1 of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local
Rules") and the Order Establishing Procedures for Interim Compensation and Reimbursement of
Professionals [Docket No. 254] (the "Interim Compensation Order"). By the Final Application,
Houlihan Lokey seeks final approval of compensation for investment banking services
The Debtors, together with the last four digits of each Debtor's tax identification number, are: Phoenix Brands
LLC, (4609), Phoenix Brands Parent LLC, (8729), Fhoenix North LLC, (no E1N), Phoenix Brands Canada ULC
(a Nova Scotia Unlimited Liability Company), Phoenix RIT LLC, (5149), and Phoenix Brands Canada Laundry
LLC (no EIN). The address of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901,
except Phoenix Brands Canada ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada MSX
1B8.
3
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 3 of 12
performed and expenses incurred during the period commencing May 19, 2016 through August
31, 2016 (the "Final Application Period").
By this Final Application, Houlihan Lokey requests: (a) final allowance and payment of
$1,210,975.00 in compensation for professional services rendered, and (b) final allowance and
reimbursement of $13,080.22 in expenses, in accordance with the Interim Compensation Order.
The total amount of compensation and expense reimbursement requested to be approved
pursuant to this Final Application is $1,224,055.22.
Pursuant to Local Bankruptcy Rule 2016-2, this Final Application is supported by the
Certification of Ryan Sandahl, which is annexed hereto as Exhibit A. In support of this Final
Application, Houlihan Lokey states as follows.
BACKGROUND
1. On May 19, 2016 (the "Petition Date"), each of the Debtors filed a voluntary
petition for relief .under chapter 11 of the Bankruptcy Code. The Debtors continue to operate
their businesses and manage their property as debtors-in-possession pursuant to sections 1107(a)
and 1108 of the Bankruptcy Code.
2. No trustee or examiner has been requested in these chapter 11 cases. On June 1,
2016, the Office of the United States Trustee (the "U.S. Trustee") appointed an official
committee of unsecured creditors (the "Committee") in these cases.
3. On May 27, 2016, the Debtors filed an application for an order approving the
employment and retention of Houlihan Lokey [Docket No. 88] (the "Retention Application")
4. On July 1, 2016, the Debtors filed a supplement declaration in support of the
Retention Application [Docket No. 238] (the "Supplemental Declaration") which included an
D
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 4 of 12
Amended Engagement Letter dated June 16, 2016 (the "Amended Engagement Agreement").
5. On July 5, 2016,_ the Court entered its Order approving the Retention Application
[Docket No. 243] .(the "Retention Order").
6. The terms and conditions of Houlihan Lokey's engagement in these cases, which
are embodied in the Retention Application and Supplemental Declaration and approved by the
Court, are based upon Houlihan Lokey's Engagement Agreement with the Debtor as of October
2, 2015 as amended by the Amended Engagement Agreement (collectively, the "Enka eg ment
Agreement"). Pursuant to the Engagement Agreement, Houlihan Lokey is to be compensated
through a monthly fee of $50,000.00, plus a Transaction Fee (as defined in section 3 of the
Engagement Agreement).
7. In addition, the Engagement Agreement entitles Houlihan Lokey to receive
reimbursement of all actual and reasonable out-of-pocket expenses.
8. As detailed in the Retention Application, the terms of the Engagement Agreement
are comparable to the terms Houlihan Lokey and other investment bankers have agreed upon in
similar engagements, both in and outside of bankruptcy.
9. By this Application, Houlihan Lokey requests: (a) final allowance and payment of
$1,210,975.00 in compensation for professional services rendered, and (b) final allowance and
reimbursement of $13,080.22 in expenses, in accordance with the Interim Compensation Order.
10. Under the Retention Order, Houlihan Lokey is compensated on a flat monthly and
transactional, as opposed to hourly, fee basis, reflecting a typical fee structure for Houlihan
Lokey and other leading investment banking firms. For the convenience of the Court and all
parties. in interest, attached hereto as Exhibit B is a summary setting forth estimated hours
5
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 5 of 12
worked by professional by work category during the Final Application Period. Since Houlihan
Lokey does not have the systems in place to allow its professional staff to regularly log hours
worked, the hours logged are estimates only and Houlihan Lokey believes the actual hours
worked are likely understated.
SUMMARY OF SERVICES PROVIDED BY HOULIHAN LOKEY
11. Since October 2, 2015, Houlihan Lokey has worked diligently on the matters for
which it was engaged and, as a result, and was uniquely situated to advise the Debtors. The
Debtors chose Houlihan Lokey to act as its investment banker because, inter alia, Houlihan
Lokey has substantial experience in financial restructuring and consumer products investment
banking services and other relevant expertise.
12. During the Final Application Period, although a number of professionals have
worked on this engagement, the following professionals in Houlihan Lokey's Chicago office
performed substantial services to the Debtors in this case:
Reid Snellenbarger —Managing DirectorRyan Sandahl —DirectorAngus Schaller —AssociateStephen Johnson —Financial AnalystAmir Javaid —Financial Analyst
13. During the Final Application Period, Houlihan Lokey's work on behalf of the
Debtors has been divided into six separate categories of work, which included:
a) Due Diligence, Analysis and Review
b) Asset Sale /Bid Analysis Discussions and Related Matters
c) Correspondence with Debtors and Debtors' Advisors
d) Court Hearings, Meetings and Discussions with Parties-in-Interest
D
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 6 of 12
e) Correspondence with Creditors and Creditors' Advisors
~ Administrative
A. Due Diligence, AnRlysis and Review. Houlihan Lokey was involved in
the investigation and associated analyses in connection with providing advice regarding many of
the decisions faced by the Debtors, including issues related to the Debtors' liquidity and financial
condition, bankruptcy matters, asset purchase agreement terms and documentation, the sale
process and alternatives, and other strategy and tactics related to the cases. Houlihan Lokey also
supported and coordinated extensive due diligence performed by parties-in-interest. This
included a review of brands, operations, assets, employees and other matters, as well as
corresponding liabilities and considerations in a whole company or piecemeal sale.
B. Asset Sale /Bid Analysis Discussions and Related Matters. Houlihan
Lokey assisted the Debtors in evaluating the sale process and bidding procedures. Based on
Houlihan Lokey's analysis, Houlihan Lokey negotiated with the stalking horse bidders and other
.potential bidders to improve the Debtors' contemplated process dynamics in an effort to
maximize value to the estates. Houlihan Lokey assisted in encouraging and soliciting overbids
for the Debtors' assets, preparing for and managing the auction and finalizing and closing
successful bids.
C. Correspondence ~~vith Debtors anti Debtors' Advisors. Houlihan Lokey
engaged in extensive correspondence, meetings and calls with the Debtors' management, board,
counsel, and .the Debtors' other advisors in these chapter 11 cases, as well as significant
preparations related to such communications. In addition, Houlihan Lokey provided periodic
situational updates to the Debtors. During these updates, Houlihan Lokey reported on the status
of the sale process, feedback from other parties-in-interest, and the status of diligence and other
7
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 7 of 12
process-related issues. Houlihan Lokey spent considerable time exploring and evaluating various
potential outcomes and strategies for the sale process along with the Debtors' other advisors.
D. Court Hearings, Meetings and Discussions with Parties-In-Interest.
Houlihan Lokey engaged in extensive correspondence and preparation for meetings and calls
with various parties-in-interest in these chapter 11 cases, including periodic situational updates.
Houlihan Lokey attended court hearings in the Debtors' cases and proffered testimony in support
of the sale transactions. Houlihan Lokey further responded to incoming inquiries from creditors
and other parties-in-interest .related to the sale process and communicated and discussed the
process with numerous parties.
E. Co~•respandence with Creditors and Creditors' Advisors. Houlihan
Lokey communicated both telephonically and in-person with the Debtors' creditors and the
creditors' advisors. These creditors included both secured and unsecured creditors and their
respective advisors. Key areas of discussion included: structure of the sale and overbid process;
estimates of the impact of the process on various classes of claims; discussion of the Debtors'
businesses, investment merits/risks, broader industry dynamics; and other such matters
pertaining to the Debtors' businesses. Houlihan Lokey also spent a considerable amount of time
facilitating diligence and providing situation updates.
F. Administrative. Houlihan Lokey expended time on administrative
matters including, but not limited to, negotiating an addendum to the terms of its engagement,
preparing its employment application, and tracking hours and expenses. Houlihan Lokey
coordinated any such services performed at the Debtors' request with services of any other
advisors and counsel, as appropriate, in an effort to avoid duplication of efforts.
,~
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 8 of 12
14. Pursuant to the Retention Order, Houlihan Lokey is excused from complying with
the information requirements contained in Local Bankruptcy Rule 2016-2(d).
PRIOR MONTHLY AND INTERIM FEE APPLICATIONS FILED BY HOULIHAN
LOKEY
15. Pursuant to the terms of the Interim Compensation Order, Houlihan Lokey filed
and properly served three (3) monthly fee applications and one (1) interim fee application during
the Final Application Period. All such fee applications are hereby incorporated by reference as if
set forth fully herein.
16. On July 25, 2016 Houlihan Lokey filed its First Monthly Fee Application ("First
Monthl~~plication") for the period from May 19, 2016 through June 30, 2016, requesting fees
in the amount of $50,000.00 and expenses in the amount of $3,337.86 [Dkt. No. 295]. A
Certification of Counsel and No Objection to the First Monthly Application was filed on August
23, 2016 [Dkt. No. 365], evidencing a reduction in the amount of expenses by $54.07 to
$3,283.79. Houlihan Lokey has received payment of 100% of the fees and expenses requested in
the First 1Vlonthly Application, as reduced, totaling $53,283.79 ($43,283.79 after holdback).
Copies of Houlihan Lokey's First Monthly Application are available from the docket and upon
reasonable request.
17. On August 25, 2016 Houlihan Lokey filed its Second Monthly Fee Application
("Second Monthly Application") for the period from July 1, 2016 through July 31, 2016,
requesting fees in the amount of $50,000.00 and expenses in the amount of $5,860.62 [Dkt. No.
374]. A Certification of No Objection to the Second Monthly Application was filed on
September 23, 2016 [Dkt. No. 440]. Houlihan Lokey has received payment of 100% of the fees
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 9 of 12
and expenses requested in the Second Monthly Application, totaling $55,860.62 ($45,860.62
after holdback). Copies of Houlihan Lokey's Second Monthly Application are available from
the docket and upon reasonable request.
18. On September 12, 2016, Houlihan Lokey filed its First .Interim Fee Application
("First Interim Application"), pursuant to which Houlihan Lokey sought interim approval of fees
and expenses requested in the First. and Second Monthly Applications [Dkt. No. 423]. On
November 21, 2016, the Court entered an Order approving the First Interim Application [Dkt.
No. 552]. Houlihan Lokey has received payment of 100% of the fees and expenses approved in
the First Interim Application, including $20,000.00 of prior period holdbacks. Copies of
Houlihan Lokey's First Interim Application are available from the docket and upon reasonable
request.
19. On September 23, 2016, Houlihan Lokey filed its Third Monthly Fee Application
("Third Monthl~Application") for the period from August 1, 2016 through August 31, 2016,
requesting fees in the amount of $1,202,630.00 and expenses in the amount of $3,433.20 [Dkt.
No. 444). A Certification of Counsel regarding the Third Monthly Application was filed on
December 6, 2016 [Dkt. No. 605], evidencing a reduction in the amount of fees by $91,655.00 to
$1,11.0,975.00. Houlihan Lokey has received payment of 80% of the fees, as reduced, and 100%
of the expenses requested in the Third Monthly Application. As of the date of this Final
Application, $222,195.00 of the fees requested in the Third Monthly Application remain unpaid.
Copies of Houlihan Lokey's Third Monthly Application are available from the docket and upon
reasonable request.
20. Subsequent to Houlihan Lokey's filing of its Third Monthly Application,
additional expenses (the "Additional Expenses") that were previously incurred during the Final
10
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 10 of 12
Application Period in the amount of $502.61 were identified and processed by Houlihan Lokey.
Such expenses are included herein, rather than filing a separate monthly fee application solely
for this purpose. In conjunction with this Final Application, Houlihan Lokey requests
reimbursement for the Additional Expenses, which remain unpaid. The Additional Expenses are
detailed in Exhibit C attached hereto.
HOULIHAN LOKEY'S FINAL APPLICATION
21. The professional services and related expenses that are the subject of this Final
Application were rendered and incurred in connection with these cases, and in discharge of
Houlihan Lokey's professional responsibilities as investment banker for the Debtors in these
chapter 11 cases. Houlihan Lokey's services have been substantial, necessary and beneficial to
the Debtors in these cases. Houlihan Lokey believes that the fees and expenses requested to be
approved by this Final Application are reasonable and necessary given the variety and
complexity of the issues involved in these cases, the need to act or respond on an expedited basis
to those issues, and are contemplated by the Bankruptcy Code and this Court's Retention Order.
22. All requested expenses are in compliance with Local Bankruptcy Rule 2016-2.
Houlihan Lokey has maintained detailed records of actual and necessary expenses incurred
during the Final Application Period. Accordingly, Houlihan Lokey requests pursuant to the
Interim Compensation Order: (a) final allowance and payment of $1,210,975.00 in compensation
for professional services .rendered, and (b) final allowance and reimbursement $13,080.22 in
expenses, in accordance with the Interim Compensation Order.
23. Prior to the Petition Date, Houlihan Lokey received $15,000.00 as an expense
retainer to cover expenses estimated to have been incurred prior to the Petition Date. In total,
$5,729.95 of expenses incurred prior to the Petition Date were applied against the retainer, and
11
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 11 of 12
the remaining $9,270.05 was subsequently credited by the Debtors against the payment of
amounts .due to Houlihan Lokey under the First Monthly Application.
24. I-Ioulihan Lokey's expense detail is outlined in Exhibit D attached hereto. The
total amount of compensation and expense reimbursement requested to be approved pursuant to
this Final Application is $1,224,055.22, oI'which $222,697.61, representing: (i) the holdback of
20% of the :fees approved in Third Monthly Application; and (ii) the Additional .Expenses,
remains unpaid as o1`this filing.
II~FORE, Houlihan Lokey requests that this Court: (i) approve, on a final basis,
this Final Application for professional services rendered and costs incut~red for the Final
Application Period and authorize and direct payment of all such amounts not previously paid;
and (ii) grant any such other and further relief as the Court deems proper.
Dated: January 25, 2017Chicago, Illinois
HOULIHAN LOICEY CAPITAL, INC.
By: ~+yon andahl
Director
111 South Wacker Drive37 x̀' FloorChicago, Illinois 00606(312) 456-4700
Investment Banker to the Debtors ~rnc~ Dehtors-in-Possession
i2
Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 12 of 12
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
In re: ) Chapter 1 l
PHOENIX BRANDS LLC, et al.,' ) Case No. 16-11242 (BLS)(Jointly Administered)
Debtors. )
Objection Deadline: February 15, 2017 at 4:00 p.m. (ET)Hearing Date: February 27, 2017 at 10:00 a.m. (ET)
NOTICE OF FILING OF FEE APPLICATION
PLEASE TAKE NOTICE that Houlihan Lokey Capital, Inc. ("Houlihan"), as
investment banker to the debtors and debtors in possession (collectively, the "Debtors"), in the
above-captioned cases, has filed its Final Fee Application of Houlihan Lokey Capital, Inc. foN
Allowance of Compensation foN Services Rendered cznd for ReimbuNsement of Expenses as
Investment Banker to the Debtors for the Period from May 19, 2016 through Augz~st 31, 2016
(the "A~plication") seeking fees in the amount of $1,210,975.00 and reimbursement of actual
and necessary expenses in the amount of $13,080.22 for the period from May 19, 2016 through
August 31, 2016.
PLEASE TAKE FURTHER NOTICE that any objection or response to the
Application must be made in writing and be filed with the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy"), 824 N. Market Street, 3rd Floor, Wilmington,
Delaware 19.801, on or before February 15, 2017 at 4:Q0 p.m. prevailing Eastern Tirrte.
' The Debtors, together with the last four digits of each Debtor's tax identification number, are: Phoenix BrandsLLC, (4609), Phoenix Brands Parent LLC, (8729), Phoenix North LLC, (no EIN), Phoenix Brands Canada ULC (aNova Scotia Company), Phoenix Brands Canada Laundry LLC (no EIN), and Phoenix RIT LLC, (5149). Theaddress of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901, except Phoenix BrandsCanada ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada MSX 1B8.
DOCS DE208715.5 70787/001
Case 16-11242-BLS Doc 722-1 Filed 01/25/17 Page 1 of 3
At the same time, you must also serve a copy of the objection or response, if any,
upon the following: (i) the Debtors: Phoenix Brands LLC, et al., 1 Landmark Square #18,
Stamford, CT 06901 (Attn: Bill Littlefield); (ii) counsel to the Debtors: (a) Morrison Cohen
LLP, 909 Third Avenue, New York, NY 10022 (Attn: Joseph T. Moldovan and Robert K.
Dakis) and (b) Pachulski Stang Ziehl &Jones LLP, 919 N. Market Street, 17th Floor, P.O. Box
8705, Wilmington, DE 19899-8705 (Attn: Laura Davis Jones and Joseph M. Mulvihill); (iii) the
Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207,
Lockbox 35, Wilmington, DE 19801 (Attn: Hannah McCollum); (iv) agent for the Debtor's
senior credit facility: (a) Madison Capital Funding, 30 S. Wacker Drive, Suite 3700, Chicago, IL
60606 (Attn: James Powell and Kevin Bolash) and (b) agent's counsel: (1) Goldberg Kohn Ltd.,
55 E. Monroe, Suite 3300, Chicago, IL 60603 (Attn: Dimitri Karcazes and Zach Garrett) and (2)
Morris, Nichols, Arsht & Tunnell LLP, 1201 N. Market Street, 16th Floor, P.O. Box 1347,
Wilmington, DE 19899-1347 (Attn: Robert Dehney and Curtis Miller); (v) holder of the
Debtor's senior debt and of the Debtors' subordinated debt: Fifth Street Asset Management Inc.,
777 W. Putnam Avenue, 3rd Floor, Greenwich, CT 06830 (Attn: Brian Finkelstein, Michael
Shannon, and Irene Chen); and (vi) counsel to the Official Committee of Unsecured Creditors:
(a) Saul Ewing LLP, One Riverfront Plaza, 1037 Raymond Boulevard, Suite 1520, Newark, NJ
07102-5426 (Attn: Sharon L. Levine and Dipesh Patel) and (b) Saul Ewing LLP, 1201 N. Market
Street, Suite 2300, P.O. Box 1266, Wilmington, DE 19899 (Attn: Mark Minuti and Lucian B.
Murley).
IF YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH THIS
NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION
WITHOUT FURTHER NOTICE OR HEARING.
2DOCS DE:208715.5 70787/001
Case 16-11242-BLS Doc 722-1 Filed 01/25/17 Page 2 of 3
A HEARING ON THE APPLICATION WILL BE HELD BEFORE THE
HONORABLE BRENDAN L. SHANNON, CHIEF UNITED STATES BANKRUPTCY
COURT JUDGE, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT
OF DELAWARE, 824 MARKET STREET, 6TH FLOOR, COURTROOM NO. 1,
WILMINGTON, DELAWARE 19801 ON FEBRUARY 27, 2017 AT 10:00 A.M.
PREVAILING EASTERN TIME.
Dated: January 25, 2017 PACHULSKI STANG ZIEHL &JONES LLP
/s/Joseph M. MulvihillLaura Davis Jones (DE Bar No. 2436)Joseph M. Mulvihill (DE Bar No. 6061)919 N. Market Street, 17th FloorWilmington, DE 19801Telephone: (302) 652-4100Facsimile: (302) 652-4400Email: lj ones@pszj law. com
j mulvihil l@pszj law. com
-and-
MORRISON COHEN LLPJoseph T. Moldovan (admitted pro hac vice)Robert K. Dakis (admitted pro hac vice)909 Third AvenueNew York, NY 10022Telephone: (212) 735-8600Facsimile: (212) 735-8708Email: bankruptcy@morrisoncohen.com
rdakis@morrisoncohen.com
Counsel to the DebtoNs and Debtors in Possession
DOCS DE:208715.5 70787/001
Case 16-11242-BLS Doc 722-1 Filed 01/25/17 Page 3 of 3
EXHIBIT A
CERTIFICATION OF RYAN SANDAHL
Case 16-11242-BLS Doc 722-2 Filed 01/25/17 Page 1 of 3
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
-----------------------------------------In re:
Phoenix Brands LLC, et al.,
Debtars.l
Chapter 1 Z
Case No. 16-11242 (BLS)
Jointi~ Administered
CERTIFICATION OF RYAN SANDAHL
1 I am a Director of Houlihan Lokey Capital, Inc., and I make this certification in
accordance with Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the
United States Bankruptcy Court for the District of Delaware (the "Local Rule").
2. I have read this Final Application of Houlihan Lokey Capital, Inc. for Allowance
of Compensation for Services Rendered and for Reimbursement of Expenses as Investment
Banker to the Debtors for the Period of May 19, 2016 through August 31, 2016 (the "Final
Application").
3. I understand the Local Rule and, to the best of my knowledge, information and
belief formed upon the basis of my participation in these cases, as well as after reasonable
inquiry, the facts set forth in the foregoing Final Application materially comply with the
provisions of the Local Rule, the United States Bankruptcy Code and the Orders of this Court.
~ The Debtors, together with the last four digits of each Debtor's tax identification number, are: PhoenixBrands LLC, (4609), Phoenix Brands Parent LLC, (8729), Phoenix North LLC, (no EIN), Phoenix Brands CanadaULC (a Nova Scotia Unlimited Liability Company), Phoenix RIT LLC, (5149), and Phoenix Brands CanadaLaundry LLC (no EIN). The address of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901,except Phoenix Brands Canada ULC, which is Box 50, i First Canadian Place, Toronto, Ontario, Canada MSX 1B8.
Case 16-11242-BLS Doc 722-2 Filed 01/25/17 Page 2 of 3
Ryan andahlDirector
Case 16-11242-BLS Doc 722-2 Filed 01/25/17 Page 3 of 3
SUMMARY OF HOURS EXPENDED
Houlihan Lokey Capital, Inc.
Summary of Professional Time by Category
Phoenix Brands, LLC
t4iav 19, 2016 through August 31, 2016
Employee Title A B C D E F Total
Reid Snellenbarger Managing Director 12.0 67.5 65.5 49.5 14.5 9.0 218.0
Ryan Sandahl Director 35.0 119.5 91.0 94.5 25.5 24.0 389.5
Angus Schaller Associate 145.5 75.0 75.0 81.5 16.0 27.5 420.5
Stephen Johnson Financial Analyst 121.5 47.0 66.5 51.5 11.5 16.5 314.5
Amir Javaid Financial Analyst 134.0 39.5 67.5 45.0 10.0 21.0 317.01,659.5Total 448.0 348.5 365.5 322.0 77.5 98.0
A Due Diligence, Analysis and ReviewB Asset Sale /Bid Analysis, Discussions and Related Matters
C .Correspondence with Debtors and Debtors' Advisors
D Court Hearings, Meetings and Discussions with Parties-in-Interest
E Correspondence with Creditors and Creditors' Advisors
F Administrative
Case 16-11242-BLS Doc 722-3 Filed 01/25/17 Page 1 of 1
EXHIBIT C
ADDITIONAL EXPENSES DETAIL
SUPPLEMENTAL EXPENSE DETAIL
PHOENIX BRANDS LLC, et al.
Mav A9.
2016
thr
ough
Aueust 31.2016
Reference Date
Cate2ory of Expense
Invoice Number
Amount
Employee /Vendor
Merc
hant
Ex
plan
atio
n
5/22
/201
6Business Meals
2397959
20.00
Amir
7av
aid
Grub
hub Ho
ldin
gs Ina
Over
time
Meal -Dinner (Ca
pped
at S
20)
8/23/2016
Business Meals
CR00052518
19.96
Ryan
Sandah]
Radish
Over
time
Mea
l -Dinner
8/31 /201
6Business Meals
CR00
0532
5120.00
Angus Schaller
Roti Mediterranean Grill
Over
time
Meal -Dinner (Ca
pped
at $20)
8/24/2016
Ground Tra
nspo
rtat
ion
CR00
0532
5110.00
Angus Schaller
Flas
h Cab
OveRime Taxi
6/24/2016
~ Te
leph
one,
Dat
a and Delivery
9035297105CH
240.
47Global Cro
ssin
g Co
nfer
enci
ngConference Cal(
Direct Expense fo
r Ph
oeni
x Ho
sted
Conference Calls
7/24/2016
Tele
phon
e, Da
ta and Delivery
9035311033
13.22
Glob
al Cro
ssin
g ConFerencing
Conference Cal
lDi
rect
Expense fo
r Phoenix Ho
sted
Conference Ca(Is
7/2 4/2016
Tele
phon
e, Dat
a and Delivery
9035311033
- 7.
57Globa] Cr
ossi
ng Con
fere
ncin
gConference Cal
lDirect Expense fo
r Phoenix Hosted Conference Calls
7/24/2016
Tele
phon
e, Dat
a and Delivery
9035311033
129.85
Global Crossing Co
nfer
enci
ngConference Cal
lDirect Expense For
Phoenix Hosted Conference Calls
8/24/2016
Tele
phon
e, Da
ta and Delivery
9035324854CH
41.54
GSobal Cro
ssin
g Conferencfng
Conference Cal(
Direct Expense fo
r Ph
oeni
x Hosted Conference Calls
8/28/2016
Tele
phon
e, Da
ta and Delivery
CR00052565
-Ry
an San
dahl
Verizon Wireless
Telecommunicarion Se
rvic
es (R
educed ind
irec
t exp
ense
)
Gvau4'To4ai.
S
S02b1
Case 16-11242-BLS Doc 722-4 Filed 01/25/17 Page 1 of 1
EXHIBIT D
EXPENSE DETAIL
Houlihan Lokey Cap
ital
, Inc
.
Summary of Expenses by Category
Phoenix Brands, LLC
Mav 19,
2016 thr
ough
August 31, 2016
Appr
oved
:
Airfare
Lodging
Ground Tra
nspo
rtat
ion,
. Bus
ines
s Meals, Telephone, Da
ta. and
Del
iver
y
Subtotal
Addi
tion
al Exp
ense
s:
Ground Transportation, Bus
ines
s Meals, Tel
epho
ne, Data: and
Del
iver
y
$
6,46
2.99
2,02
0.68
4,09
3.94
$
12,5
77.6
1
502.
61
Total Expenses
$
13,0
80.2
2
Case 16-11242-BLS Doc 722-5 Filed 01/25/17 Page 1 of 1
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
In re: Chapter 11
PHOENIX BRANDS LLC, et al.,
Debtors.l
Case No. 1b-11242 (BLS)
Jointly Administered
• Re: Docket No.
ORDER APPROVING FINAL FEE APPLICATION OF HOULIHAN LOKEYCAPITAL, INC. FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDEREDAND FOR REIMBURSEMENT OF EXPENSES AS INVESTMENT BANKER TO THEDEBTORS FOR THE PERIOD OF MAY 19, 2016 THROUGH AUGUST 31, 2016
Houlihan Lokey Capital, Inc. ("Houlihan Lokev"), as investment banker to the above
captioned debtors and debtors in possession (collectively, the "Debtors"), filed its final application
for allowance of compensation and reimbursement of expenses for the period from May 19, 2016
through August 31, 2016 (the "Final A~plieation"}. The Court has reviewed the Final Application
and finds that: (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334;
(b) notice of the Final Application, and any hearing on the Final Application, was adequate under
the circumstances; and (c) all persons with standing have been afforded the opportunity to be heard
on the Final Application. Accordingly, it is hereby
ORDERED that the Final Application is GRANTED, and the requested fees and
expenses are allowed, on a final basis. The Debtors in the above case are authorized to pay to
' The Debtors, together with the last four digits of each Debtor's tax identification number, are: Phoenix BrandsLLC, (4609), Phoenix Brands Parent LLC, (8729), Phoenix North LLC, (no EIN), Phoenix Brands Canada ULC (aNova Scotia Unlimited Liability Company), Phoenix RIT LLC, (5149), and Phoenix Brands Canada Laundry LLC(no EIN). The addt-ess of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901, exceptPhoenix Brands Canada ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada MSX 1B8.
ROCS DE:211987.1 70787/001
Case 16-11242-BLS Doc 722-6 Filed 01/25/17 Page 1 of 2
Houlihan Lokey the sum of $1,210,975.00 as compensation, and $13,080.22 for reimbursement of
expenses, for services rendered and disbursements incurred by Houlihan Lokey for the period May
19, 2016 through August 31, 2016, less any amounts previously paid.
Dated: , 2017The Honorable Brendan L. ShannonChief United States Bankruptcy Judge
2DOCS DE:211987.1 70787/001
Case 16-11242-BLS Doc 722-6 Filed 01/25/17 Page 2 of 2
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