in the united states bankruptcy court for the … · 2020. 8. 20. · nrf.docx application of the...

NRF.docx

Louis R. Strubeck, Jr. (SBT 19425600) Ryan E. Manns (SBT 24041391) Laura L. Smith (SBT 24066039) Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-7932 Telephone: (214) 855-8000 Facsimile: (214) 855-8200

PROPOSED CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re: TRIVASCULAR SALES LLC, et al.,1 Debtors.

§ § § § § § §

Chapter 11 Case No. 20-31840 (SGJ) (Jointly Administered)

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

OF TRIVASCULAR SALES LLC, ET. AL. TO RETAIN AND EMPLOY NORTON ROSE FULBRIGHT US LLP AS CO-COUNSEL,

NUNC PRO TUNC TO JULY 20, 2020

TO THE HONORABLE STACEY G.C. JERNIGAN, UNITED STATES BANKRUPTCY JUDGE:

The Official Committee of Unsecured Creditors (the “Committee”) of TriVascular Sales

LLC, et al. (collectively, the “Debtors”) submits this application (the “Application”), pursuant to

sections 328(a) and 1103(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rule

2014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 2014-1 of

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal Tax identification

number, are: TriVascular Sales LLC (9179), Endologix, Inc. (8265), CVD/RMS Acquisition Corp. (8438), TriVascular Technologies, Inc. (7313), RMS/Endologix Sideways Merger Corp. (2974), Nellix, Inc. (8416), TriVascular, Inc. (2620), and Endologix Canada, LLC (2872). The corporate headquarters and the mailing address for the Debtors listed above is 2 Musick, Irvine, California 92618.

Case 20-31840-sgj11 Doc 291 Filed 08/19/20 Entered 08/19/20 19:08:46 of 8

NRF.docx APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF TRIVASCULAR SALES LLC, ET AL. TO RETAIN AND EMPLOY NORTON ROSE FULBRIGHT US LLP AS CO-COUNSEL, NUNC PRO TUNC TO JULY 20, 2020 PAGE 2 OF 8

the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for

the Northern District of Texas (the “Local Rules”), for entry of an order (the “Order”), substantially

in the form attached hereto as Exhibit A, authorizing the Committee to retain Norton Rose

Fulbright US LLP (“NRF”) as co-counsel in connection with the Debtors’ chapter 11 cases (the

“Chapter 11 Cases”), nunc pro tunc to July 20, 2020. In support of this Application, the Committee

submits the declaration of Ryan E. Manns, a partner of NRF (the “Manns Declaration”), attached

hereto as Exhibit B. In further support of this Application, the Committee respectfully represents

as follows:

JURISDICTION AND VENUE

1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and

1334. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).

2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory and rule predicate for the relief requested herein are sections 328(a),

and 1103 of the Bankruptcy Code, Bankruptcy Rules 2014, and Local Rule 2014-1.

BACKGROUND

4. On July 5, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition

for relief pursuant to chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for

the Northern District of Texas, Dallas Division (the “Bankruptcy Court”).

5. The Debtors continue to operate their business as debtors-in-possession pursuant to

Bankruptcy Code sections 1107(a) and 1108. No request has been made for the appointment of a

trustee or an examiner.

6. On July 16, 2020 (the “Formation Date”), the United States Trustee for the Northern

District of Texas (the “U.S. Trustee”) appointed the Committee pursuant to section 1102 of the



Bankruptcy Code.2 [Dkt. No. 95]. The Committee selected Kasowitz Benson Torres LP

(“Kasowitz”) and NRF as proposed co-counsel, subject to the Court’s approval.

7. On July 28, 2020, the Committee selected Ankura Consulting Group, LLC

(“Ankura”) to serve as its financial advisor.

RELIEF REQUESTED

8. The Committee seeks to retain and employ NRF as co-counsel, pursuant to

Bankruptcy Code sections 328(a) and 1103(a), Bankruptcy Rule 2014, and Local Rule 2014-1.

nunc pro tunc to July 20, 2020.

BASIS FOR RELIEF REQUESTED

9. The Committee respectfully submits that it is necessary and appropriate for it to

employ and retain NRF and render the following services to the Committee, among other services

as requested by the Committee:

a. Advise the Committee with respect to its rights, duties and powers in the Chapter 11 Cases;

b. Assist and advise the Committee in its consultations and negotiations with the Debtors relative to the administration of the Chapter 11 Cases;

c. Assist the Committee in analyzing the claims of the Debtors’ creditors and the Debtors’ capital structure and in negotiating with holders of claims and equity interests;

d. Assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and their insiders and of the operation of the Debtors’ businesses;

e. Assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing of other transactions and the terms of one or

2 The Committee is currently comprised of the following entities: (a) Alan Collins; (b) Partner Fund Management,

LP; (c) Ronald Santoro; (d) Wilmington Trust, National Association, as Indenture Trustee; and (e) Oscor, Inc. [Dkt. No. 112].



more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents;

f. Assist and advise the Committee as to its communications to the general creditor body regarding significant matters in the Chapter 11 Cases;

g. Represent the Committee at all hearings and other proceedings before this Court;

h. Review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety and, to the extent deemed appropriate by the Committee, support, join or object thereto;

i. Advise and assist the Committee with respect to any legislative, regulatory or governmental activities;

j. Assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee’s interests and objectives;

k. Assist the Committee in its review and analysis of all of the Debtors’ various agreements;

l. Prepare, on behalf of the Committee, any pleadings, including, without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any matter related to the Debtors or the Chapter 11 Cases;

m. Investigate and analyze any claims against the Debtors’ non-debtor affiliates; and

n. Perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law.

10. The Committee believes that NRF possesses extensive knowledge and expertise in

the areas of law relevant to the Chapter 11 Cases, and that NRF is well-qualified to represent the

Committee in the Chapter 11 Cases.

11. Because of the extensive legal services that may be necessary in the Chapter 11

Cases, and the fact that the full nature and extent of such services are not known at this time, the

Committee believes that the employment of NRF to provide the services described above and such



other services as may be necessary for the Committee to satisfy its obligations to the Debtors’

unsecured creditor constituency is appropriate and in the best interests of the Debtors’ estates and

their creditors.

12. The Committee requests that all fees and related costs and expenses incurred by the

Committee on account of services rendered by NRF in the Chapter 11 Cases be paid as

administrative expenses of the estates pursuant to Bankruptcy Code sections 328, 330, 331, 503(b)

and 507(a)(2). Subject to this Court’s approval, NRF will charge for its legal services on an hourly

basis in accordance with its ordinary and customary hourly rates in effect on the date such services

are rendered, subject to Bankruptcy Code sections 328, 330, and 331. The current hourly rates

charged by NRF for professionals and paraprofessionals employed in its offices are provided

below:

Billing Category Range Partners $700 to $1,350

Of Counsel $670 to $1,225

Senior Counsel $520 to $1,175

Senior Associates $595 to $855

Associates $355 to $855

Paraprofessionals $230 to $480

These hourly rates are subject to periodic adjustments (typically in November of each year) to

reflect economic and other conditions. NRF reserves the right to file an application for an

allowance of an enhanced fee award at the end of this proceeding, subject to the discretion of the

Committee.

13. NRF has advised the Committee that it is NRF’s policy to charge its clients in all

areas of practice for expenses incurred in connection with the client’s case. The expenses charged

to clients include, among other things, photocopying charges, travel expenses, expenses for



“working meals” and computerized research. NRF will maintain detailed records of actual and

necessary costs and expenses incurred in connection with the legal services described above and

will comply with the applicable Local Rules.

14. The names, positions and current hourly rates of the NRF financial restructuring

attorneys currently expected to have primary responsibility for providing services to the

Committee are as follows:

ATTORNEY POSITION/DEPARTMENT HOURLY RATE

Louis R. Strubeck, Jr. Partner/Financial Restructuring $1,140

Ryan E. Manns Partner/Financial Restructuring $780

Laura L. Smith Associate/Financial Restructuring $605 15. NRF has advised the Committee it will apply for compensation and reimbursement

of expenses in accordance with the procedures set forth in Bankruptcy Code sections 330 and 331,

the applicable Federal Rules of Bankruptcy Procedure, and the applicable Local Rules. NRF has

advised the Committee it also intends to make a reasonable effort to comply with the U.S. Trustee’s

requests for information and additional disclosures as set forth in 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 Effective as of November 1, 2013 (the “Revised UST

Guidelines”), both in connection with this Application and the interim and final fee applications

to be filed by NRF in the Chapter 11 Cases. To that end, NRF has advised the Committee it

responds to the questions set forth in Section D of the Revised UST Guidelines as follows:

a. NRF did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement;

b. No rate for any of the professionals included in this engagement varies based on the geographic location of the bankruptcy case;



c. NRF did not represent any member of the Committee prior to its retention by the Committee;

d. NRF expects to develop a prospective budget and staffing plan to reasonably comply with the U.S. Trustee’s request for information and additional disclosures, as to which NRF reserves all rights; and

e. The Committee has approved NRF’s proposed hourly billing rates. The NRF attorneys and paraprofessionals staffed on the Chapter 11 Cases, subject to modification depending upon further development, are set forth above in paragraph 14.

16. Upon information and belief, NRF does not represent and does not hold any interest

adverse to the Debtors’ estates or their creditors in the matters upon which NRF is to be engaged,

except to the extent set forth in the Manns Declaration. NRF is, however, a large firm with a

national and international practice and may represent or may have represented certain of the

Debtors’ creditors, equity holders, related parties or other parties in interest in matters unrelated to

the Chapter 11 Cases.

NO PRIOR REQUEST

17. No prior request for the relief sought herein has been made to this Court or any

other court.

COORDINATION WITH OTHER PROFESSIONALS OF THE DEBTOR

18. NRF is aware that the Committee will submit applications to retain other

professionals and advisors, including Kasowitz as bankruptcy co-counsel and Ankura as its

financial advisor. NRF intends to carefully monitor and coordinate efforts with such professionals

throughout the Chapter 11 Cases and will clearly delineate its respective duties so as to prevent

duplication of effort whenever possible.



CONCLUSION

WHEREFORE, the Committee requests that the Court (a) enter an order, substantially in

the form annexed hereto as Exhibit A, authorizing the Committee to retain and employ NRF as

co-counsel in the Chapter 11 Cases, nunc pro tunc to July 20, 2020, and (b) provide the Committee

with such other and further relief as the Court may deem just, proper and equitable.

Dated: August 19, 2020 THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS OF TRIVASCULAR SALES LLC, ET AL. ALAN COLLINS By: /s/ Alan Collins Alan Collins, Committee Co-Chair

Certificate of Service

I certify that on August 19, 2020, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Northern District of Texas and via the method set forth on the Core/2002 Service List attached hereto as Exhibit C. /s/ Ryan E. Manns Ryan E. Manns


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Exhibit A

Proposed Order

Case 20-31840-sgj11 Doc 291-1 Filed 08/19/20 Entered 08/19/20 19:08:46 Page 1 of 4

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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION


§ § § § § § §


ORDER GRANTING APPLICATION OF THE OFFICIAL COMMITTEE OF

UNSECURED CREDITORS OF TRIVASCULAR SALES LLC, ET. AL. TO RETAIN AND EMPLOY NORTON ROSE FULBRIGHT US LLP

AS CO-COUNSEL, NUNC PRO TUNC TO JULY 20, 2020 [RELATED TO DKT. NO. [__]]

Upon the application (the “Application”) of the Official Committee of Unsecured Creditors

(the “Committee”) of TriVascular Sales LLC, et al., (collectively, the “Debtors”) for entry of an

order, pursuant to sections 328(a) and 1103(a) of title 11 of the United States Code (the




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“Bankruptcy Code”), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”) and Rule 2014-1 of the Local Rules of the Bankruptcy Practice and Procedure for the

United States Bankruptcy Court for the Northern District of Texas (the “Local Rules”), authorizing

the Committee to retain and employ Norton Rose Fulbright US LLP (“NRF”) as co-counsel in

connection with the Debtors’ chapter 11 cases (the “Chapter 11 Cases”), nunc pro tunc to July 20,

2020, and upon the declaration of Ryan E. Manns, a partner of NRF (the “Manns Declaration”);

and it appearing that the attorneys of NRF who will perform services on behalf of the Committee

in the Chapter 11 Cases are duly qualified to practice before this Court; and the Court finding,

based on the representations made in the Application and the Manns Declaration, that NRF does

not represent any interest adverse to the Committee or the Debtors’ estates with respect to the

matters upon which it is to be engaged, that it is a “disinterested person,” as that term is defined in

Bankruptcy Code section 101(14), as modified by Bankruptcy Code section 1107(b), that its

employment is necessary and in the best interests of the Committee and the Debtors’ estates; and

finding that adequate notice of the Application having been given; and it appearing that no other

notice need be given; and after due deliberation and sufficient cause appearing therefore, it is

hereby:

ORDERED that the Application is GRANTED; and it is further

ORDERED that the Committee is hereby authorized to employ and retain NRF as

co-counsel in the Chapter 11 Cases on the terms and conditions set forth in the Application and

the Manns Declaration, nunc pro tunc to July 20, 2020; and it is further

ORDERED that NRF is authorized to perform any and all legal services for the Committee

that are necessary or appropriate in connection to the legal services described in the Application;

and it is further


NRF.docx Page 3

ORDERED that NRF shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Chapter 11 Cases in compliance with

the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any

other applicable procedures and orders of the Court; and it is further

ORDERED that NRF shall make a reasonable effort to comply with the United States

Trustee’s requests for information and additional disclosures, both in connection with this

application and the interim and final fee applications to be filed by NRF in the Chapter 11 Cases;

and it is further

ORDERED that the Debtors are authorized to take all actions necessary to effectuate the

relief granted in this Order in accordance with the Application; and it is further

ORDERED that the Court shall retain jurisdiction to hear and determine all matters arising

from the implementation of this Order.

### End of Order ###


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Exhibit B

Declaration of Ryan E. Manns


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Louis R. Strubeck, Jr. (SBT 19425600) Ryan E. Manns (SBT 24041391) Laura L. Smith (SBT 24066039) Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-7932 Telephone: (214) 855-8000 Facsimile: (214) 855-8200

PROPOSED CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION


§ § § § § § §


DECLARATION OF RYAN E. MANNS IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF

TRIVASCULAR SALES LLC, ET. AL. TO RETAIN AND EMPLOY NORTON ROSE FULBRIGHT US LLP AS CO-COUNSEL,

NUNC PRO TUNC TO JULY 20, 2020

I, Ryan E. Manns, do hereby declare as follows:

1. I am over twenty-one (21) years of age, of sound mind, and capable of making this

Declaration.




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2. I am a partner at the law firm of Norton Rose Fulbright US LLP (“NRF” or the

“Firm”), and am duly authorized to make this Declaration (the “Declaration”)2 on behalf of NRF.

I am an attorney admitted to practice law in the courts of the State of Texas and before the U.S.

Bankruptcy Court for the Northern District of Texas.

3. I make this Declaration in support of the Application of the Official Committee of

Unsecured Creditors of TriVascular Sales LLC, et al. to Retain and Employ Norton Rose Fulbright

US LLP as Co-Counsel, Nunc Pro Tunc to July 20, 2020 (the “Application”).

4. Except as otherwise set forth herein, all facts set forth in this Declaration are based

upon my personal knowledge or derived from information available to me which I believe to be

true and correct. I will supplement this Declaration if pertinent additional information becomes

available to me concerning any relationship between NRF and the creditors of, or interest holders

in, the Debtors.

GENERAL STATEMENT

5. Insofar as I have been able to ascertain after due diligence, neither I, NRF, nor any

partner, associate, or counsel of NRF represent any party interest or any other entity other than the

Committee in connection with the Chapter 11 Cases. Thus, NRF is a “disinterested person,” as

that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of

the Bankruptcy Code. NRF’s due diligence has revealed that NRF:

a. Neither holds nor represents any interest adverse to any of the Debtors or fails to be a disinterested person so as to render NRF ineligible to serve as co-counsel for the Committee;

b. Is not a creditor, equity security holder, or insider of any of the Debtors and does not currently represent any entity (or its attorneys or accountants) other than the Committee in connection with the Chapter 11 Cases;

2 Terms not otherwise defined herein maintain the definitions previously described to them in the Application.


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c. Is not, and was not, within two (2) years prior to the Petition Date, a director, officer, or employee of any of the Debtors;

d. Does not have an interest materially adverse to the interests of the Debtors’ estates or of any class of creditors or equity security holders of any of the Debtors by reason of any direct or indirect relationship to, connection with, or interest in, any of the Debtors, or for any other reason; and

e. Has no connections with the Debtors or their creditors, equity interest holders, or any party in interest herein; with the respective attorneys or accountants of the foregoing; or with the United States Trustee or any person employed in the Office of the United States Trustee, except as set forth herein.

6. Although NRF has, in connection with unrelated matters, certain relationships with

other parties in interest and other professionals involved in the Chapter 11 Cases, NRF has not

represented any other party in connection with matters relating to the Debtors or the Debtors’

estates in the Chapter 11 Cases.

SEARCH AND DISCLOSURE PROCEDURES

7. With respect to NRF’s representation of the Committee, I utilized NRF’s master

client database and conflicts database system to assess potential conflicts (the “Conflicts Check”).

8. NRF’s master client database contains the names of entities for which NRF has

provided services or has otherwise billed for services (the “Client Database”). In conjunction with

the Client Database, NRF maintains a computer software system that enables a user to input the

name of an entity and search the Client Database for any related entities that NRF currently

represents or has represented in the past (the “Conflict Search System”).

9. With respect to the Conflicts Check, I performed, or caused to be performed, the

following actions to identify potential conflicts:

(a) NRF has developed a comprehensive list consisting of the entities that may have contacts with the Debtors (the “Known Contacts List”).

(b) After reviewing the Debtors’ documents and files and through discussions with the Debtors, used the Known Contacts List to compile a list of the names of any entities that may be parties in interest in the Chapter 11 Cases


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(“Potential Parties in Interest”). A list of the Potential Parties in Interest is attached hereto as Exhibit 1, and includes:

(i) the Debtors;

(ii) the non-Debtor affiliates;

(iii) the Debtors’ current and former directors and officers;

(iv) the Debtors’ significant equity holders;

(v) the Debtors’ restructuring and professionals;

(vi) the Debtors’ ordinary course professionals;

(vii) the Debtors’ banking institutions;

(viii) the Debtors’ secured lenders and creditors

(ix) the Debtors’ second lien creditors and noteholders

(x) the Debtors’ taxing authorities;

(xi) the Debtors’ top 30 unsecured creditors;

(xii) the Debtors’ key contract parties;

(xiii) the Debtors’ landlords;

(xiv) the Debtors’ utility providers;

(xv) the Debtors’ employee benefit providers and employment agencies;

(xvi) the Debtors’ insurers;

(xvii) the members of the Office of the United States Trustee for the Northern District of Texas; and

(xviii) the Judges in the United States Bankruptcy Court for the Northern District of Texas.

(c) Entered the names of each of the Potential Parties in Interest into the Conflict Search System to pull information on NRF’s relationship with entities in the Client Database that are or may be related to the Potential Parties in Interest (the “Conflict Search Results”).3

(d) Reviewed the Conflict Search Results to delete obvious name coincidences and to delete those entities that were adverse to NRF’s clients in the matter.

3 The Conflict Search Results list was compiled after reviewing the results generated for all Potential Parties in Interest

in NRF’s conflicts database. NRF, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz, Inc.), each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Out of an abundance of caution and for purposes of full disclosure, certain of the current clients identified herein, and/or affiliates/potential affiliates thereof which are included herein as well, may include those of other member firms.


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(e) Using information in the Client Database concerning entities on the Conflict Search Results, verified that NRF does not represent and has not represented any entity on the Conflict Search Results in connection with the Debtors or the Chapter 11 Cases, except as disclosed herein.

(f) In addition to utilizing the Conflict Search System, a general inquiry was sent to all NRF attorneys by electronic mail to determine whether any NRF attorney has any personal or professional connection to any name on the Potential Parties in Interest list.

SUMMARY OF CONFLICTS ANALYSIS

10. The Conflict Search Results revealed that various attorneys at NRF may now or

hereafter counsel or represent, or may have previously counseled or represented, certain creditors

of the Debtors or other Potential Parties in Interest. Accordingly, NRF attorneys divided the

entities listed on the Conflict Search Results into two categories: (a) Potential Parties in Interest

that are currently represented by NRF in another unrelated matter (“Current Clients”); and (b)

Potential Parties in Interest that have been represented in the past by NRF in another unrelated

matter (“Former Clients”). A list of the Current Clients and Former Clients are attached to this

Declaration as Exhibits 2 and 3, respectively, and are fully incorporated herein for all purposes.

Although NRF has been, and currently is, adverse to various parties-in-interest in unrelated

matters, no such connections are disclosed herein; only connections to current and former NRF

clients are disclosed herein.

11. NRF has reviewed each of the client connections listed on the attached Exhibits 2

and 3. As a result of NRF’s review, and as more fully described below, I have determined that

NRF does not hold or represent an interest that is adverse to the Debtors. To assure that no attorney

at NRF will inadvertently commence representation of any creditor or other party adverse to the

Debtors, the Conflict Search System has now been programmed with a “block” to require that no

such representation or relationship may commence without first obtaining specific clearance;


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accordingly, no such clearance shall be given during NRF’s representation of the Committee in

the Chapter 11 Cases.

12. To the best of my knowledge, of the entities listed as Potential Parties in Interest,

none has represented more than 1 percent (1%) of NRF’s annual gross revenue over the past twelve

(12) months.

CURRENT CLIENTS

13. The Conflicts Search System results have revealed that NRF currently represents

certain creditors or other Potential Parties in Interest in matters unrelated to the Chapter 11 Cases.

A list of creditors or other Potential Parties in Interest that NRF currently represents in matters

unrelated to the Chapter 11 Cases is attached hereto as Exhibit 2.

14. NRF’s representation of the Current Clients will not affect its representation of the

Committee in the Chapter 11 Cases, as NRF does not and will not represent any of the Current

Clients in matters related to the Debtors.

15. NRF will not represent the Committee in an adversary proceeding or other litigation

against any Current Client of NRF without obtaining appropriate waivers where necessary or

appropriate. In addition, NRF will not represent any client in any matter involving the Chapter 11

Cases while retained as the Committee’s co-counsel. NRF will notify the United States Trustee

of any waivers it receives during the pendency of the Debtors’ bankruptcy cases.

FORMER CLIENTS

16. NRF has determined that it has formerly represented certain Former Clients that are

listed as Potential Parties in Interest. A list of these Former Clients is attached hereto as Exhibit

3. Each of NRF’s representations with the Former Clients was in connection with a matter

unrelated to the Debtors or the Chapter 11 Cases.


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OTHER CONNECTIONS TO PARTIES IN INTEREST

17. Numerous attorneys at NRF have personal banking relationships with parties on

Exhibit 1. NRF does not believe that these connections pose a conflict of interest in this matter.

18. In addition, NRF represents a number of law firms as clients in litigation.

Accordingly, it is possible that any party in interest to the Chapter 11 Cases may be represented or

counseled by one or more of such client law firms, either in the Debtors’ matters or in other matters

unrelated to the Debtors. Because of the confidentiality of such attorney-client relationships

between our client law firms and their own clients, NRF has no practical way of knowing which

of its client law firms, if any, have been contacted by parties in interest to the Chapter 11 Cases.

Since such potential connections would pose no conflict of interest in this matter, we do not

propose to undertake any such investigation absent instructions to do so from the United States

Trustee or the Court.

19. Similarly, NRF has represented in the past, and currently represents, a number of

international, national, regional, and local accounting firms, and, therefore, it is possible that any

party in interest to the Chapter 11 Cases may be served by one or more of such client accounting

firms, either in the Committee’s matters or in other matters unrelated to the Committee.

20. As always, our independent representations of other law firms, or of accounting

firms, are not connected with, or adverse to, the Committee so far as we have been able to

determine, and such representations and connections will not affect NRF’s zealous representation

of the Committee in the Chapter 11 Cases.

21. In addition, to the best of my knowledge, information, and belief and in accordance

with Bankruptcy Rule 5002, neither I nor any attorney at NRF is a relative of the United States

Bankruptcy Judge assigned to the Chapter 11 Cases, and NRF does not have a connection with the


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United States Bankruptcy Judge that would render the Firm’s retention in the Chapter 11 Cases

improper.

22. Finally, in accordance with Bankruptcy Rule 2014, NRF has no known direct

connection to the Office of the United States Trustee for the Northern District of Texas. Individual

attorneys within NRF have in the past served as bankruptcy trustees appointed by various United

States Trustees and have been compensated for such services in accordance with orders of the

respective bankruptcy courts presiding over those cases according to law.

SUPPLEMENTAL DISCLOSURES

23. Despite the efforts described above to identify and disclose NRF’s connections with

parties in interest in the Chapter 11 Cases, because NRF is an international law firm with

approximately 1,200 attorneys, and approximately 2,800 attorneys spread across the other

members of the Norton Rose Fulbright Verein, NRF is unable to state with absolute certainty that

every client representation or other connection has been disclosed. In this regard, if NRF discovers

additional information that requires disclosure, NRF will file a supplemental disclosure with the

Court.

COMPENSATION AND STATEMENT PURSUANT TO SECTIONS 329 & 504 OF THE BANKRUPTCY CODE AND FEDERAL BANKRUPTCY RULE 2016(B)

24. Subject to the Court’s approval, NRF intends to (a) charge for its legal services on

an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date

services are rendered and (b) seek reimbursement of actual and necessary out-of-pocket expenses in

connection with the rendition of legal services in accordance with NRF’s policies for all clients.4

4 The hourly rates charged by NRF professionals differ based on, among other things, the professional’s level of experience

and the rates normally charged in the location of the office in which the professional is resident.


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NRF will maintain detailed, contemporaneous records of time and any actual and necessary expenses

incurred in connection with the rendering of the legal services described in the Application.

25. The fees charged by NRF are based upon hourly rates, which are periodically

adjusted in the normal course of the firm’s business. NRF and the Committee have agreed that the

standard rate structure utilized by the Firm will apply to fees charged in connection with this case.

Generally, our hourly billing rates for domestic offices range from $700 to $1,350 for partners;

from $670 to $1,225 for of counsel; from $520 to $1,175 for senior counsel; from $595 to $855

for senior associates; from $355 to $855 for associates; and from $230 to $480 for paralegals. My

current hourly rate for this matter is $780 per hour. NRF and its professionals will keep track of

their billings on a tenth of an hour basis with time charges allocated in accordance with the

categories set forth by the Office of the United States Trustee.

26. In addition to the hourly rates set forth above, NRF customarily charges its clients

for all reimbursable expenses incurred, including photocopying charges, facsimile transmissions,

messengers, courier mail, overtime meals, overtime and late night transportation, travel, lodging,

meal charges for business meetings, postage, printing, transcripts, filing fees, computer research,

and similar items.

27. Other than the Committee’s agreement to compensate NRF at its regular hourly

rates and to reimburse NRF for the reasonable and necessary expenses incurred on behalf of the

Committee, NRF has not received any promises from the Committee or any other person to

compensate or reimburse NRF in connection with the Chapter 11 Cases.

28. Neither NRF nor any partners of NRF have divided, paid over, or shared or agreed to

divide, pay over, or share, (a) any compensation it or they has or have received or may receive for

services rendered or expenses incurred in connection with this case with another party or person


NRF.docx Page 10

(except as among the partners, counsel, and associates of NRF, as described above), or (b) any

compensation another party or person has received or may receive for services rendered or expenses

incurred in connection with the Chapter 11 Cases.

29. The proposed retention of NRF is not prohibited by or improper under Federal

Bankruptcy Rule 5002. NRF and the professionals it employs are qualified to represent the

Debtors in the matters for which NRF is proposed to be retained.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and

correct.

Dated: August 19, 2020.

/s/ Ryan E. Manns. Ryan E. Manns


NRF.docx Page 1

EXHIBIT 1 (Potential Parties in Interest)

Debtors CVD/RMS Acquisition Corporation Endologix Canada, LLC Endologix, Inc. Nellix, Inc. RMS/Endologix Sideways Merger Corp. TriVascular Sales LLC TriVascular Technologies, Inc. TriVascular, Inc. Non- Debtor Affiliates ELGX International Holdings GP Endologix International Holdings B.V. ELGX South Korea Ltd. Endologix International B.V. Endologix New Zealand Co. Endologix Bermuda L.P. Endologix Italia S.r.l. Endologix Singapore Private Ltd. Endologix Poland sp. zo.o TriVascular Germany GmbH TriVascular Switzerland Sarl TriVascular Italia Sarl Current and Former Directors and Officers Abraham, Todd Benner, Tim Brown, Jeff Chavez, Christopher G. Chobotov, Michael De John, Joseph Elting, Kimberly Fecho, Jeffry Fernandez, Reyna Hayden, Jeremy B. Hebb, Elisa Jayaramen, Viver Jennings, David Kiernan, Jane E. Kramer, Michael Krist, Robert Lemaitre, Dan Lima, Jose Mahboob, Vaseem McDermott, John Mott, Richard Neels, Guido J. Norwalk, Leslie V. O’Quinn, Shari L. Onopchenko, John Pinto, Cindy Tansley, Valarie LS

Thompson, Matthew Thunen, Shelley Waller, Gregory D. Wilder, Thomas C. Zehren, John Zenty III, Thomas F. Significant Equity Holders ArrowMark Colorado Holdings, LLC Blackrock, Inc. Brown Capital Management LLC Camber Capital Management LLC Columbia Wanger Asset Management, LLC Corrib Master Fund, Ltd. (Hedge Fund) Pinnacle Ventures III Equity Holdings Saints Ventures II, L.P. The Vanguard Group Wellington Management Co. LLP Bankruptcy Professionals DLA Piper LLP (US) FTI Consulting, Inc. Jefferies Group, LLC Omni Agent Solutions Ernst & Young Ordinary Course Professionals Aon Consulting Inc Bowman and Brooke LLP Brentwood IP Law, P.C. Christopher Robert LaQuay CPA Global Limited Dentons US LLP Ernst & Young FieldFisher LLP Fish & Richardson P.C. Foley & Lardner LLP King & Spalding Knobbe, Martens, Olson & Bear KPMG US LLP Law Office of David M. Griff Ropes & Gray, LLP Thompson Hine LLP Banking Institutions Bank of America, N.A. Bank of Montreal Piper Jaffray Companies Piper Sandler Companies Silicon Valley Bank Wells Fargo Bank


NRF.docx Page 2

Secured Lenders and Creditors Bank of America, N.A. BTIG, LLC Deerfield ELGX Revolver, LLC Deerfield Partners, L.P. Deerfield Private Design Fund III, L.P. Deerfield Private Design Fund IV, L.P. Japan Lifeline Co., Ltd Konica Minolta Premier Finance US Bank Equipment Finance Wells Fargo Bank, N.A Wilmington Trust, N.A. Second Lien Creditors and Noteholders Blackwell Partners-LLC Series B Citadel Equity Fund, Ltd. Corrib Master Fund, Ltd. LMAP Kappa Limited Long Ball Partners, LLC NPB Manager Fund, SPC. PCH Manager Fund, SPC. PFM Healthcare Master Fund, L.P. Silverback Opportunistic Credit Master Fund Limited Taxing Authorities Alabama Department of Revenue Arizona Department of Revenue Arkansas Department of Finance Board of Equalization Colorado Department of Revenue Commissioner of Revenue Service D.C. Treasurer Department of Revenue Hawaii Department of Taxation Indiana Department of Revenue Inland Revenue Authority of Singapore Internal Revenue Service Kentucky Department of Revenue Louisiana Department of Revenue Maine Secretary of State Minnesota Revenue Missouri Department of Revenue Nevada Dept of Taxation New Mexico Taxation and Revenue New York State Corporation Tax Commission North Carolina Department of Revenue Oklahoma Tax Commission Pennsylvania Department of Revenue Secretary of State South Carolina Dept of Revenue State of Rhode Island Tennessee Department of Revenue Texas Secretary of State Utah State Tax Commission Virginia Department of Taxation Wisconsin Department of Revenue

Top 30 Unsecured Creditors Baker & McKenzie Bank of America, N.A. Begala, David Demo Arts FedEx Fogarty, Dr. Thomas J. Griffin, Robert C. Hayes, James Heuser, Richard Japan Lifeline Co. Ltd Kaiser Permanente Kerr, Dr. Andrew Lakey, Michael LinkedIn Corporation Maine Medical Center Merit Medical System Millennium Research Group Neve, Sr. Kevin OSCOR, Inc. Qualtech Consulting Corp. Reed, Donald Salinas, Robert Santoro, Ronald Silversteen, Charles Stockton, Raymond Stradling, Yocca, Carlson & Rauth Ventois, Inc. Wells Fargo Bank, N.A., as Indenture Trustee of the 3.25% Convertible Senior Notes due 2020 Wilmington Trust, N.A. as Indenture Trustee of the 5% Mandatory Convertible Notes due 2024 Wilmington Trust, N.A. as Indenture Trustee of the 5% Voluntary Convertible Notes due 2024 Key Contract Parties AdventHealth Adventist Health System Sunbelt Healthcare Corporation AHS Management Company, Inc. Angiocor S.A. Ardent Health Services Arnot Ogden Medical Center Bard Peripheral Vascular, Inc. Baystate Medical Center Blanche Holdings Ltd. BSC Int'l Medical Transing (Shanghai) Co., Ltd. Business Services Corporation Carle Foundation Hospital CarolinaEast Medical Center Catholic Health Services of Long Island CMS Medical Commercial Medical Chile LTDA DCH Regional Medical Center Dignity Health


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DSM Bio Medical, Inc. Freeman Health System Getinge Australia Pty Ltd. GF Labor Comerico e Servico Ltda. H.S. S.r.l. Huntsville Hospital Health System Incept LLC Japan Lifeline Co., Ltd. Kaleida Health Main Line Hospitals, Inc. McLaren Health Care Corporation MedStar Health, Inc. Medtronic Vascular, Inc. Merit Medical Systems, Inc. NorMedix, LLC Owensboro Health Regional Hospital Owensboro Health System Presifarm S.r.l. Resource Optimization & Innovation, LLC Sofmedica SRL Somnotec (S) PTE, Ltd. Supply Chain Value Network, LLC SurModics, Inc. Thomas L. Fogarty, M.D. Trinity Health Corporation Tucson Medical Center UC San Diego Health University of Kentucky University of Kentucky Medical Center Vidant Health Vidant Medical Center Vitoria Hospitalar Washington Regional Medical Center Wellmont Health System Zeus Industrial Products, Inc. Landlords The Northwestern Mutual Life Insurance Company Sonoma Airport Properties, LLC Utility Companies AT&T AT&T Mobility CenturyLink DirecTV Flexential Irvine Ranch Water District PG&E Recology Southern California Edison Town of Windsor Verizon Wireless Vista Waste Management Employee Benefit Providers and Employment

Agencies Aetna Celergo LLC GeoBlue Great-West Life & Annuity Insurance Company Judge Technical Services, Inc. Kaiser Marsh & McLennen Metlife The Ultimate Software Group, Inc. Insurers AIG AIG / National Union Fire Insurance Company of Pittsburgh, PA Allianz Global US Risk Insurance Company ANV – Amtrust International Underwriters Berkley Insurance Company Capitol Indemnity Corp. Chubb / Federal Insurance CNA / Continental Casualty Company Crump Insurance Services/ Chubb Custom Insurance Falvey Cargo Underwriting / Underwriters at Lloyd's London Homeland Insurance Company of New York Hudson Insurance Company National Union Fire Insurance Company of Pittsburgh, PA Old Republican Insurance Company/CUG One Beacon / Homeland Insurance Co of NY Starstone Specialty Insurance Travelers/Travelers Casualty & Surety Company of America Travelers Insurance VIKCO/Lloyd’s of London Wesco Insurance Company Westchester Surplus Lines Office of the United States Trustee Kippes, Meredyth Lambert, Lisa L. McKitt, Stephen Resnick, Nancy S. Schmidt, Erin Young, Elizabeth Judges in the United States Bankruptcy Court Hale, Harlin D. Houser, Barbara J. Jernigan, Stacey G.C. Jones, Robert L. Larson, Michelle V. Morris, Edward L. Mullin, Mark X.


NRF.docx Page 1

Exhibit 2 (Current Clients)

AHS Management Company, Inc. Currently represent AHS Medical Holdings LLC

AIG Currently represent American International Group, American International Group UK Limited, and AIG American General Corporation

AIG / National Union Fire Insurance Company of Pittsburgh, PA

Currently represent American International Group, American International Group UK Limited, and AIG American General Corporation

Allianz Global US Risk Insurance Company Currently represent Allianz Risk Transfer (Bermuda) Limited and Resurety Inc., Allianz Risk Transfer (Bermuda) Limited and Resurety Inc., Allianz Global Risks US Insurance Company, Allianz Global Investors, Allianz Asset Management of America L.P., and Allianz Global Corporate & Security

ANV – Amtrust International Underwriters Currently represent ANV Global Services, AmTrust Global Services, AmTrust North America, and AmTrust Financial Services Inc.

Ardent Health Services Current Client

AT&T Currently represent AT&T Corp. and AT&T Mobility

AT&T Mobility Current Client and currently represent AT&T Corp.

Bank of America, N.A. Current Client and currently represent Bank of America, Bank of America Securities LLC, and Merrill Lynch Pierce Fenner & Smith, Inc.

Bank of Montreal Current Client and currently represent BMO Financial Group

Berkley Insurance Company Currently represent W.R. Berkley Corporation and Berkley Life Sciences an operation of W.R. Berkley

Blackrock, Inc. Current Client and currently represent BlackRock Realty Advisors Inc. and BlackRock Advisors LLC

Chubb / Federal Insurance Currently represent Chubb, Chubb Group of Insurance Companies, Chubb Underwriting Agencies Limited t/a Chubb Global Markets, Chubb Services Corporation, Chubb Insurance Company, and Federal Insurance Company

CNA / Continental Casualty Company Currently represent CNA Financial Corporation

Dignity Health Current Client

DirectTV Current Client

Ernst & Young Currently represent Ernst & Young LLP and Ernst & Young Corporate Finance Canada Inc.

FedEx Currently represent Federal Express Corporation

FieldFisher LLP Current Client

FTI Consulting, Inc. Current Client

Getinge Australia Pty Ltd. Currently represent Gettinge AB ArjoHuntleigh

Jefferies Group, LLC Currently represent Jefferies LLC, Jefferies International Limited, and Jefferies and Company Inc.


NRF.docx Page 2

Kaiser Currently represent Kaiser Foundation Health Plan, Inc., Kaiser Permanente Ventures, LLC, Kaiser Permanente Bernard J. Tyson School of Medicine, Inc., Kaiser Permanente International, and Kaiser Permanente Insurance Company

Kaiser Permanente Currently represent Kaiser Foundation Health Plan, Inc., Kaiser Permanente Ventures, LLC, Kaiser Permanente Bernard J. Tyson School of Medicine, Inc., Kaiser Permanente International, and Kaiser Permanente Insurance Company

Marsh & McLennen Currently represent Marsh & McClennan, Inc. and Marsch & McClennan Companies, Inc.

Medtronic Vascular, Inc. Currently represent Medtronic, Inc.

Metlife Currently represent Metropolitan Life Insurance Company

PG&E Currently represent Pacific Gas and Electric Company and TRT Holdings, Inc.

Piper Jaffray Companies Currently represent Piper Sandler & Co., Piper Jaffray & Co., and U.S. Bancorp Piper Jaffray Inc.

Piper Sandler Companies Currently represent Piper Sandler & Co., Piper Jaffray & Co., and U.S. Bancorp Piper Jaffray Inc.

Silicon Valley Bank Current Client

Southern California Edison Currently represent Southern California Edison Company and Edison International

The Northwestern Mutual Life Insurance Company Current Client

The Vanguard Group Current Client

Travelers Insurance Currently represent Traveler's Corporation and St. Paul Travelers SLG

Travelers/Travelers Casualty & Surety Company of America

Currently represent Traveler's Corporation and St. Paul Travelers SLG

US Bank Equipment Finance Currently represent US Bank, N.A. and US Bancorp

Verizon Wireless Currently represent Verizon Enterprise Solutions LLC and Cellco Partnership

VIKCO/Lloyd’s of London Currently represent Lloyd's of London Limited, Interested Underwriters at Lloyds, and Certain Underwriters at Lloyd's of London

Waste Management Currently represent Waste Management, Inc.

Wellmont Health System Current Client

Wells Fargo Bank Currently represent Wells Fargo Bank, N.A., Wells Fargo Bank Northwest, N.A., Wells Fargo Bank (Texas), N.A., Wells Fargo Securities, LLC, and Wells Fargo Leasing Company

Wells Fargo Bank, N.A. Current Client and currently represent Wells Fargo Bank Northwest, N.A., Wells Fargo Bank (Texas), N.A., Wells Fargo Securities, LLC, and Wells Fargo Leasing Company

Wells Fargo Bank, N.A., as Indenture Trustee of the 3.25% Convertible Senior Notes due 2020

Currently represent Wells Fargo Bank, N.A., Wells Fargo Bank Northwest, N.A., Wells Fargo Bank


NRF.docx Page 3

(Texas), N.A., Wells Fargo Securities, LLC, and Wells Fargo Leasing Company

Westchester Surplus Lines Currently represent Westchester Surplus Lines Insurance Company

Wilmington Trust, N.A. Currently represent Wilmington Trust Company

Wilmington Trust, N.A. as Indenture Trustee of the 5% Mandatory Convertible Notes due 2024

Currently represent Wilmington Trust Corporation

Wilmington Trust, N.A. as Indenture Trustee of the 5% Voluntary Convertible Notes due 2024

Currently represent Wilmington Trust Corporation


NRF.docx Page 1

Exhibit 3 (Former Clients)

Adventist Health System Sunbelt Healthcare Corporation

Former Client and formerly represented University Community Hospital, Inc.

Aetna Formerly represented Aetna Casualty & Surety Company – PFSD, Aetna Casualty & Surety Company, Aetna Insurance Company, Aetna Life Insurance Company, and Aetna U.S. Healthcare

AIG Formerly represented American International South Insurance Company c/o York Claims Services, Inc., American General Life Insurance Company, AIG Ukraine Insurance Company, AIG Technical Services, AIG Matched Funding Corp., AIG Kenya Insurance Company Ltd., AIG Global Real Estate Investment Corp., AIG Global Investment Corp. AIG Financial Products Corp., AIG Advisor Group, Inc., AIG Risk Management, Inc.

AIG / National Union Fire Insurance Company of Pittsburgh, PA

Formerly represented American International South Insurance Company c/o York Claims Services, Inc., American General Life Insurance Company, AIG Ukraine Insurance Company, AIG Technical Services, AIG Matched Funding Corp., AIG Kenya Insurance Company Ltd., AIG Global Real Estate Investment Corp., AIG Global Investment Corp., AIG Financial Products Corp., AIG Advisor Group, Inc., AIG Risk Management, Inc., and National Union Fire Insurance Company of Pittsburgh, PA

Allianz Global US Risk Insurance Company Formerly represented ALLIANZ VERSICHERUNGS AKTIENGESELLSCHAFT, Allianz Versicherung, Allianz Specialised Investments Limited, Allianz Private Equity Partners GmbH, Allianz Life Insurance Company of North America, Allianz Global Investors U.S. Retail LLC, AGF Division Allianz Global Corporate & Specialty, Allianz Underwriters, and Allianz

ANV – Amtrust International Underwriters Formerly represented Landstar Homes Dallas, Ltd

Aon Consulting Inc Formerly represented AON Technical Insurance Services, Aon Select, Inc., Aon Risk Services, Inc. of New York, Aon Hewitt, Aon Group, Inc., and Aon Corporation

Baker & McKenzie Former Client

Bank of America, N.A. Formerly represented Merrill Lynch Commodities, Inc., Countrywide Home Loans, Banc of America Leasing & Capital, LLC, Bank of America Leasing Corporation, Banc of America Investment Services, Inc., and Merrill Lynch Commodities (Europe) Limited

Bank of Montreal Formerly represented BMO Nesbitt Burns Securities Ltd., BMO Capital Markets Corp., Bank of Montreal Insurance Company (Barbados) Limited, and Bank of Montreal - U.S. Investors Group


NRF.docx Page 2

Bard Peripheral Vascular, Inc. Formerly represented C.R. Bard Peripheral Vascular, Inc., C.R. Bard Inc., and Bard Medical

Berkley Insurance Company Formerly represented Berkley Regional Insurance Company

Blackrock, Inc. Formerly represented BlackRock Financial Management, Inc., BlackRock Financial Management, and BlackRock Asset Management

Blackwell Partners-LLC Series B Formerly represented Blackwell Partners LLC

Bowman and Brooke LLP Former Client

BTIG, LLC Former Client

Carle Foundation Hospital Formerly represented Carle Clinic Association PC and Carle Clinic Associates

Chubb / Federal Insurance Formerly represented Chubb Sovereign Life Insurance Company, Chubb Insurance Company of Europe S.A., Chubb Insurance Company of Australia Limited, and Chubb Executive Risk Chubb & Sons

CNA / Continental Casualty Company Formerly represented CNA Surety aka Continental Casualty Corporation, Continental Casualy Company, CAN Management Corporation, CNA Insurance Companies (Continental Pro), CNA Insurance Company Limited, CNA Insurance Companies, CNA Global Specialty Lines, CAN Europe Ltd., and CNA

Crump Insurance Services/ Chubb Custom Insurance Formerly represented Crump London Underwriting Management and Crump Insurance Services, Inc.

Dentons US LLP Formerly represented Dentons Europe LLP and Dentons Canada LLP

DLA Piper LLP (US) Formerly represented DLA Piper International LLP

Donald Reed Formerly represented Mr. and Mrs. Donald L. Reed

ELGX International Holdings GP Formerly represented Endologix, Inc.

ELGX South Korea Ltd. Formerly represented Endologix, Inc.

Endologix Bermuda L.P. Formerly represented Endologix, Inc.

Endologix Canada, LLC Formerly represented Endologix, Inc.

Endologix International B.V. Formerly represented Endologix, Inc.

Endologix International Holdings B.V. Formerly represented Endologix, Inc.

Endologix Italia S.r.l. Formerly represented Endologix, Inc.

Endologix New Zealand Co. Formerly represented Endologix, Inc.

Endologix Poland sp. zo.o Formerly represented Endologix, Inc.

Endologix Singapore Private Ltd. Formerly represented Endologix, Inc.

Endologix, Inc. Former Client

FedEx Formerly represented Fedex Kinkos Office and Print Services Inc. and FedEx Corporation

Fish & Richardson P.C. Former Client

Foley & Lardner LLP Former Client

Huntsville Hospital Health System Formerly represented Huntsville Memorial Hospital and Huntsville Memorial Hospital Auxiliary


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Kaiser Formerly represented Kaiser Foundation Hospitals, Kaiser Permanente – Bellflower, and Kaiser Foundation Health Plan of the Mid-Atlantic States, Inc.

Kaiser Permanente Formerly represented Kaiser Foundation Hospitals, Kaiser Permanente – Bellflower, and Kaiser Foundation Health Plan of the Mid-Atlantic States, Inc.

Kaleida Health Former Client and formerly represented Kaleida Health DBA Millard Fillmore Suburban Hospital

King & Spalding Former Client

Knobbe, Martens, Olson & Bear Former Client

Konica Minolta Premier Finance Formerly represented Konica Minolta Inc. and Instrument Systems Gmbh

KPMG US LLP Formerly represented KPMG LLP, KPMG Rechtsanwalts GmbH, KPMG Cayman Islands, KPMG Abogados S.L., and KPMG PEAT MARWICK LLP

LinkedIn Corporation Former Client

Maine Medical Center Former Client

Merit Medical Systems, Inc. Former Client

Metlife Formerly represented Metlife Capital Corporation and MetLife, Inc.

National Union Fire Insurance Company of Pittsburgh, PA

Former Client

One Beacon / Homeland Insurance Co of NY Formerly represented OneBeacon Insurance f/k/a CGU Insurance Companies, OneBeacon Insurance, and OneBeacon

Owensboro Health Regional Hospital Formerly represented Owensboro Health, Inc.

Owensboro Health System Formerly represented Owensboro Health, Inc.

PG&E Formerly represented PG&E Gas Transmission, Texas Corporation, PG&E Enterprises, PG&E Energy Services, PG&E CORPORATION, and PG&E Generating

Qualtech Consulting Corp. Formerly represented Qualtech Corp and QTC Management, Inc.

RMS/Endologix Sideways Merger Corp. Formerly represented Endologix, Inc.

Ropes & Gray, LLP Former Client

Stradling, Yocca, Carlson & Rauth Former Client

Thompson Hine LLP Former Client

Travelers Insurance Formerly represented VKAC Trust Co., Travelers Specialty Liability Group – Houston, Travelers Property Casualty (n/k/a St. Paul Travelers), Travelers Lloyds Insurance Co., Travelers Insurance Company Limited, Travelers Casualty and Surety Company of America, The Travelers Insurance Company - Real Estate Investment, The Travelers Insurance Companies, The Travelers Indemnity Company, and St. Paul Travelers

Travelers/Travelers Casualty & Surety Company of America

Formerly represented VKAC Trust Co., Travelers Specialty Liability Group – Houston, Travelers Property Casualty (n/k/a St. Paul Travelers), Travelers


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Lloyds Insurance Co., Travelers Insurance Company Limited, Travelers Casualty and Surety Company of America, The Travelers Insurance Company - Real Estate Investment, The Travelers Insurance Companies, The Travelers Indemnity Company, and St. Paul Travelers

Trinity Health Corporation Formerly represented Trinity Medical Center

Tucson Medical Center Former Client and formerly represented TMC HealthCare

University of Kentucky Former Client and formerly represented University of Kentucky Hospital

University of Kentucky Medical Center Formerly represented University of Kentucky and University of Kentucky Hospital

Verizon Wireless Formerly represented Verizon Wireless Personal Communications LP, Verizon Wireless of the East LP, Verizon Services Corp., Verizon Credit Inc., Verizon Communications, Inc., Verizon Capital Group, and Verizon Capital Corp.

Washington Regional Medical Center Former Client

Wells Fargo Bank Formerly represented Wells Fargo & Company, Inc., Wells Fargo National Bank Association, Wells Fargo Investments, LLC, Wells Fargo HSBC Trade Bank, Wells Fargo Credit Corp, Wells Fargo Equipment Finance, Inc., Wells Fargo Brokerage Services, LLC, and Wells Fargo Energy Group

Wells Fargo Bank, N.A Formerly represented Wells Fargo & Company, Inc., Wells Fargo National Bank Association, Wells Fargo Investments, LLC, Wells Fargo HSBC Trade Bank, Wells Fargo Credit Corp, Wells Fargo Equipment Finance, Inc., Wells Fargo Brokerage Services, LLC, and Wells Fargo Energy Group

Wells Fargo Bank, N.A., as Indenture Trustee of the 3.25% Convertible Senior Notes due 2020

Formerly represented Wells Fargo & Company, Inc., Wells Fargo National Bank Association, Wells Fargo Investments, LLC, Wells Fargo HSBC Trade Bank, Wells Fargo Credit Corp, Wells Fargo Equipment Finance, Inc., Wells Fargo Brokerage Services, LLC, and Wells Fargo Energy Group

Westchester Surplus Lines Formerly represented Westchester Fire Insurance Company


Exhibit C

Service List


Description Name Address Fax Email Method of Service

Notice of Appointment

Counsel to the Official

Unsecured Committee of

Unsecured Creditors

Alan Collins Attn: Alan Collins

44 Glores Dr

Mastic, NY 11950 [email protected] Email

Governmental Agencies California Attorney General's Office Consumer Protection Section

Attn: Bankruptcy Notices 455

Golden Gate Ave, Ste 11000

San Francisco, CA 94102

First Class Mail

Governmental Agencies Delaware Attorney General's Office Delaware Department of Justice

Carvel State Building 820

N. French St.

Wilmington, DE 19801

First Class Mail

Debtors Counsel DLA Piper LLP (US) Attn: Andrew B. Zollinger

Attn: David E. Avraham

1900 N Pearl St, Ste 2200

Dallas, TX 75201

[email protected]

[email protected] Email

Debtors Counsel DLA Piper LLP (US) Attn: Thomas R. Califano

1251 Avenue of the Americas

New York, NY 10020


Debtors Counsel DLA Piper LLP (US) Attn: Rachel Nanes 200

S Biscayne Blvd, Ste 2500

Miami, FL 33131


Governmental Agencies Food and Drug Administration P.O. Box 979033

St Louis, MO 63197‐9000 First Class Mail

Governmental Agencies Internal Revenue Service Centralized Insolvency Operations

P.O. Box 7346

Philadelphia, PA 19101‐7346

First Class Mail

Governmental Agencies Internal Revenue Service 2970 Market St

Mail Stop 5‐Q30‐133

Philadelphia, PA 19104‐5016

N/A

Notice of Appearance and

Request for Notices

Counsel to Dallas County Linebarger Goggan Blair & Sampson, LLP Attn: Laurie A Spindler 2777

N Stemmons Fwy, Ste 1000

Dallas, TX 75207 469‐221‐5003 [email protected] First Class Mail

Email

Governmental Agencies Office of the United States Trustee for the Northern

District of Texas Attn: Meredyth A. Kippes Attn:

Lisa L. Lambert Attn:

Nancy Resnick Earle

Cabell Federal Building 1100

Commerce Street, Room 976

Dallas, TX 75242

[email protected]

[email protected]

[email protected] First Class Mail

Email




Unsecured Creditors

Oscor, Inc. Attn: Juan Torres, Account Specialist

3816 DeSoto Blvd

Palm Harbor, FL 34683 727‐934‐9835 [email protected] Email




Unsecured Creditors

Partner Fund Management, LP c/o PFM Healthcare Master Fund, LP

Attn: Christopher Mosellen 4

Embarcadero Ctr, Ste 3500

San Francisco, CA 94111

415‐281‐1070 [email protected] Email


Request for Notices Counsel

for Wilmington Trust,

National Association, as

indenture trustee

Reed Smith LLP Attn: Keith M. Aurzada

2501 N Harwood, Ste 1700

Dallas, TX 75201 469‐680‐4299 [email protected] Email


Request for Notices Counsel

for Wilmington Trust,

National Association, as

indenture trustee

Reed Smith LLP Attn: Kurt F. Gwynne

Attn: Mark W. Eckard

1201 Market St, Ste 1500

Wilmington, DE 19801

302‐778‐7575 [email protected]





Unsecured Creditors

Ronald Santoro Attn: Ronald Santoro

598 NW 94th Terrace

Portland, OR 97229 [email protected] Email

Governmental Agencies Securities and Exchange Commission New York Regional Office

Attn: Andrew Calamari

Brookfield Place 200

Vesey St, Ste 400 New

York, NY 10281‐1022

First Class Mail

Governmental Agencies Sullivan & Cromwell Llp Attn: James L. Bromley

Attn: Ari B. Blaut Attn:

Benjamin S. Beller 125

Broad St New

York, NY 10004‐2498

[email protected]

[email protected]

[email protected] First Class Mail

Email

Governmental Agencies Texas Attorney General's Office Office of the Attorney General

P.O. Box 12548 Austin,

TX 78711‐2548

First Class Mail

Governmental Agencies The United States Securities and Exchange Commission 100 F St, NE

Washington, DC 20549 First Class Mail

Debtors TriVascular Sales LLC, et al. Attn: John Onopchenko

2 Musick

Irvine, CA 92618

First Class Mail

Counsel to the DIP Secured

Parties Vinson & Elkins LLP Attn: Paul E. Heath Attn:

Matthew J. Pyeatt Attn:

Kristie T. Duchesne 2001

Ross Ave, Ste 3900

Dallas, TX 75201

[email protected]

[email protected]



NRF.docx Page 2




Unsecured Creditors

Wilmington Trust, National Association, as Indenture

Trustee Attn: Steven Cimalore

1100 N Market St

Wilmington, DE 19890 [email protected] Email

Unsecured Notes Wilmington Trust, N.A., as collateral agent Re: the 5.00% Voluntary Convertible Senior Notes Due 2024

Attn: General Counsel

1100 N Market St

Wilmington, DE 19801 First Class Mail


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