ARENT FOX LLP Eric A. Biderman, Esq. Russell P. McRory ...€¦ · AFDOCS/21895460.4 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY . ARENT FOX LLP . Eric A. Biderman, Esq

AFDOCS/21895460.4

UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY

ARENT FOX LLP Eric A. Biderman, Esq. Russell P. McRory, Esq. (admitted pro hac vice) Nicholas A. Marten Esq. 1301 Avenue of the Americas, Floor 42 New York, NY 10019 Telephone: (212) 484-3900 Facsimile: (212) 484-3990 Email: [email protected] Email: [email protected] Email: [email protected]

Counsel to the Debtor and Debtor-in-Possession

In re:

CTE 1 LLC,

Debtor.

Chapter 11

Case No. 19-30256-VFP

(Honorable Vincent F. Papalia)

SECOND SUPPLEMENTAL DECLARATION IN SUPPORT OF APPLICATION

FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF ARENT FOX LLP AS ATTORNEYS FOR THE DEBTOR AND

DEBTOR–IN-POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

Russell P. McRory, hereby declares under penalty of perjury:

1. I am a partner in the Automotive Group at Arent Fox LLP (“Arent Fox”), a law

firm which employs approximately 430 attorneys and maintains an office for the practice of law

at 1301 Avenue of the Americas, Floor 42, New York, NY 10019, as well as offices in

Washington, DC, Los Angeles, CA, San Francisco, CA, and Boston, MA.

Case 19-30256-VFP Doc 318 Filed 03/24/20 Entered 03/24/20 00:04:18 Desc MainDocument Page 1 of 6

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2. I am fully familiar with the facts hereinafter stated, and am authorized to make

this supplemental declaration (the “Second Supplemental Declaration”) on behalf of Arent Fox.

The information contained in this Second Supplemental Declaration is based on my own

personal knowledge, discussions with my partners, associates, and staff at Arent Fox, or is

derived from my review of the file in this case.1

3. I submit this Second Supplemental Declaration to provide continuing disclosures

as required pursuant to Section 1103(a) of Title 11 of the United States Code and Bankruptcy

Rule 2014(a), regarding Arent Fox’s representation of CTE 1 LLC, the above-captioned debtor

and debtor-in-possession (the “Debtor”) in this chapter 11 case.

4. This Second Supplemental Declaration is submitted to supplement the

Declaration of Robert M. Hirsh (the “Initial Declaration”) submitted on December 2, 2019

[Docket. No. 83, Exhibit B]; the Disclosure of Compensation of Arent Fox LLC (the

“Compensation Disclosure”) submitted on December 2, 2019 [Docket No. 83, Exhibit C]; and

the Supplemental Declaration of Robert M. Hirsh (the “First Supplemental Declaration”)

Regarding Customary Annual Rate Increase submitted on January 28, 2020 [Docket No. 230], in

support of the Debtor’s application to employ and retain Arent Fox as its bankruptcy counsel

nunc pro tunc to October 27, 2019, which retention was approved by this Court’s Order dated

December 11, 2019 [Docket No. 117].

1 Certain of the disclosures set forth herein may relate to matters not within my personal knowledge, but rather within the personal knowledge of other attorneys or staff at Arent Fox. Any such disclosures are based on information provided by them to me.


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5. Arent Fox files this Second Supplemental Declaration to identify connections to

parties-in-interest appearing in this case as set forth on Exhibit A annexed hereto.2 As disclosed

in Exhibit B, Arent Fox has in the past represented, currently represents, and may in the future

represent parties-in-interest in the Debtor’s chapter 11 case, in matters unrelated to this case.

6. Arent Fox stated in the Compensation Disclosures that, prior to retention as

restructuring counsel, it represented the Debtor in connection with other non-bankruptcy related

matters. While Arent Fox did have prior representations involving the “Lexus of Englewood’

dealership, they did not involve the Debtor. On the Petition Date, Carmine DeMaio was the

operating manager and voting member of the Debtor and the signatory to the Debtor’s Chapter

11 petition. In 2015, Arent Fox represented Carmine DeMaio individually during the formation

of an entity known as AUA Englewood LLC, which was formed in order to acquire the

dealership “Lexus of Englewood” and in which Carmine DeMaio acquired a membership

interest. Arent Fox did not represent AUA Englewood LLC, which had separate counsel. In

2016, Arent Fox again represented Carmine DeMaio, individually, in connection with

negotiations to buy out the other investor in AUA Englewood LLC. In 2017, AUA Englewood

LLC sold the “Lexus of Englewood” dealership to the Debtor. Arent Fox did not represent or

provide services to any party in connection with the sale of the “Lexus of Englewood” dealership

by AUA Englewood LLC to the Debtor.

7. Arent Fox stated in the Compensation Disclosure that it had received a prepetition

retainer of $100,000.00 and that the source of such funds was DeMaio Holdings Incorporated.

Arent Fox further stated in the Initial Declaration that a potential party-in-interest in this case

2 Well over 100 former customers of the Debtor appear on the Schedules because of potential claims involving the purchase of vehicles, but the Debtor understands that these customers were paid directly by Toyota Motor Credit Corporation post-petition. These customers, as well as the thousands of other current and former customers of the Debtor, were not searched, nor will they be searched given the substantial numbers involved.


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was DeMaio Holdings Incorporated / Norman Gale Buick GMC. Norman Gale Buick GMC is

the name of an automobile dealership operated by DeMaio Holdings Incorporated, and the

principal of DeMaio Holdings Incorporated is Carmine DeMaio. Neither DeMaio Holdings

Incorporated nor Norman Gale Buick GMC appeared in this case in any way as a creditor or

party in interest. In 2018 Arent Fox provided services to Carmine DeMaio regarding his

acquisition of Norman Gale Buick GMC, for which it billed Carmine DeMaio $2,000.00.

8. Arent Fox served as special automotive counsel to the debtor in the bankruptcy

case of Altomare Auto Group, LLC. Altomare Auto Group, LLC in 2016 sold the dealership

“Union Volkswagen” to an entity in which Arent Fox understands Carmine DeMaio to have an

interest. Arent Fox did not represent or advise Carmine DeMaio with respect to that transaction.

9. Arent Fox served as counsel to Infiniti of Englewood LLC. Infiniti of Englewood

LLC sold the dealership “Infiniti of Englewood” to an entity in which Arent Fox understands

Carmine DeMaio to have an interest. Arent Fox did not represent or advise Carmine DeMaio

with respect to that transaction.

10. Arent Fox stated in the Initial Disclosure that it was retained by the Debtor as

litigation and restructuring counsel and that an engagement letter was executed on October 19,

2019. Arent Fox first provided services to the Debtor on October 17, 2019. At the same time,

Arent Fox represented CTE-2 LLC and CTE-2 Land LLC (collectively, “CTE-2“), entities in

which Mr. DeMaio had an interest and that had become the owners of the “Union Volkswagen”

dealership and the land on which it operated. The services, provided between October 17, 2019

and November 5, 2019 and totaling 17.7 hours, involved negotiation of a possible sale of the

“Union Volkswagen” dealership to Patrick Dibre, negotiations that failed without reaching any

agreement. Neither CTE-2 nor the “Union Volkswagen” dealership has appeared in this


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bankruptcy case in any way as a creditor or party in interest. Patrick Dibre is the principal of

Englewood Enterprises LLC, a landlord of the Debtor at the time of the filing of the bankruptcy

petition. Mr. Dibre individually is also a former client of Arent Fox. Arent Fox last provided

services to Mr. Dibre in 2017 with a total value of $2,096.00.

11. Since the time of the filing of the Initial Disclosure, the Debtor has conducted an

auction for and has sold its “Lexus of Englewood” dealership. Included in Exhibit B are

connections with the buyer and with parties who expressed interest in making bids for the

dealership. Arent Fox represented the Committee to Restore Dealer Rights3, a committee of

which DARCARS Automotive Group, an affiliate of the buyer DARCARS of Englewood, Inc.,

was a member. Such representation ended in 2010 and was entirely unrelated to this case.

12. Arent Fox also represented or was adverse to a number of the more than 25

entities who signed nondisclosure agreements to conduct due diligence for the sale of the

Debtor’s assets but who ultimately did not make any bid under the Court’s bid procedures. Such

current clients of Arent Fox are Len Stoler Inc., Respect Auto Group, Mile One Holdings, and

Napleton Auto Group. Former such clients are Atlantic Auto Group, Pohanka, and Priority 1

Auto Group. An entity to which Arent Fox formerly was adverse is Ray Catena. None of these

representations or adverse connections had anything to do with the Debtor or this bankruptcy

case.

3 The Committee was active at the time of the bankruptcy cases of Chrysler LLC and General Motors Corporation and with regard to related remedial legislation.


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13. Arent Fox will continue to research connections with respect to its representation

of the Debtor in this case, and reserves the right to supplement its disclosures as necessary in

order to disclose any conflicts or connections as appropriate.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 23rd day of March, 2020, at New York, New York.

/s/ Russell P. McRory Russell P. McRory


AFDOCS/21895460.4

EXHIBIT A Schedule of Searched Parties

Additional Scheduled Creditors BCL Automotive Capital Management Casual Plus Inc CCC Information Services Cintas Cintas First Aid Safety Classified Ventures LLC Dealerapp Vantage Directv Ella Allure Inc. Englewood Enterprises, LLC Estate of Mildred Rothman, c/o Rothman Realty Glass Gardens, Inc Hertz Local Edition Inc. Bif New Jersey Keytrak Inc LLC Wallach Sales Service Marlin Business Bank Metro Auto Plaza Momentum CRM LLC National Credit Center NJ Dept of Taxation Snap On Business Solutions Spectrio Time Warner Cable vAuto VGS Holdings, LLC Xtime Inc Zimick Brothers Zz Auto Body LLC Entities Filing Proofs of Claim 21st Century Auto Group American Express National Bank American Guardian Warranty Services, Inc. Amy J. Ackerson Ascensus BC Tire Service Inc. Chalfin Realty LLC Computerized Vehicle Registration Concours Motors, Inc. Cresan Management LLC

Case 19-30256-VFP Doc 318-1 Filed 03/24/20 Entered 03/24/20 00:04:18 Desc Exhibit A Page 1 of 6

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Department Of The Treasury Fisher Shipping Company Get Go Inc. D/B/A Get Go DMV Services Grand Prix Motors IP Networked Services, Inc. Jaime De La Hoz James Kocher Jean Francois Millet Jennifer Zeccardi Kelley Blue Book Co, Inc. Lexus, A Division Of Toyota Motor Sales, USA, Inc. New Loudon Motor Cars, Inc. D/B/A New Country Lexus Of Latha Nextgear Capital, Inc. Nissan Extended Services North America, G.P. Post Motors, Inc. D/B/A Lexus Of Watertown Rumbleon, Inc. Sarah Farnham State Of New Jersey W.W. Grainger, Inc. Wholesale Express, Inc. Wholesale, Inc. Entities Related to Carmine DeMaio AUA Englewood LLC CTE-2 Land LLC CTE-2 LLC DeMaio Holdings Incorporated Norman Gale Buick GMC Volkswagen of Union Other Parties Barnes Thornburg, LLP Bederson LLP Fox Rothschild LLP Gibbons P.C. Klestadt Winters Jureller Southard Stevens, LLP Law Offices of Colin M. Quinn, LLC Law Offices of Robert A. Stutman, P.C. McElroy, Deutsch, Mulvaney Carpenter Nelson Mullins Riley Scarborough, LLP Rabinowitz, Lubetkin, Tully, LLC Saldutti Law Group Sills Cummis Gross. P.C. Takvorian Associates, LLC Unruh, Turner, Burke & Frees Wong Fleming, P.C.


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Successful Bidder DARCARS of Englewood, Inc. Stalking Horse Bidder DTF Holdings, LLC Interested/Potential Bidders Atlantic Auto Group Batuta Advisors Bessen General Corp Bical Auto Mall Condor Management Group DARCARS Automotive Group Dibre Len Stoler Len Stoler, Inc. Lexus of Route 10 MBB Auto Mgmt Mile One Acquisitions, LLC MileOne Holdings Napleton Auto Group Orange County BMW Performance Realty Advisors Pohanka Prestige Volvo Priority 1 Auto Group Priority Auto Group Ray Catena Respect Auto Group Richards Witt & Charles Sansone Auto Mall SMG Autos Sunrise Auto West Herr Automotive Notice of Appearance Baker & Hostetler LLP Barry S. Miller, Esq. Becket & Lee LLP Cole Schotz P.C. Eckert Seamans Cherin & Mellott, LLC Fishkin Lucks LLP McNamee Hosea Nissan Motor Acceptance Corp. Norgaard O’Boyle & Hannon


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Stanley E. Rothman, Esq. Stark & Stark, P.C. Venture Motor Cars Wasserman, Jurista & Stolz, P.C. Wilk Auslander LLP Vendors Doing Business With Debtor Postpetition 1St Choice Auto Exp A & D Auoto Acensus (Medical) Advanced Car Key Solutions LLC Airgas Alan Party Rentals All Tech Ally Amazing Digital Svc American Mobile Glass Ameriflex Amtrust Aqua Diagnostic Services In Athens Adminstrators Atlantic Lexus Of 110 Audi Financial Auto Accents AW Auto & Truck Bagel Express Balance Point Balese Lexus Benmatt Better Business Bureau BMW Financial Service BMW Tenafly Bronx Glass & Light Corp Cablevision Centaur Clarity Closter Int'L Clydesdale Autobody Crystal Springs Cuban Eyes Auto Body Darcars FP Dealer Direct Dohman Inventory Dowc Adminstration Svc Englewood Carwash Exclusive Autobody


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EZ Pass Factory Auto Detailing Federal Safety Compliance Forman Holt German Lexus Of Dublin Getgo Glass Gardens, Inc (Shoprite) Guest Concepts Guidepoint Systems Hireology Honda Financial Hyundai Motor Finance Infiniti Financial Svc Ira Lexus Its Wheel And Tire John'S Autobody Keyfetch Koplin Autobody Len Stoler Lexus Lexus Of Richmond Lexus Of Silver Springs Marsh & Mclenan Agency Meade Lexus Metro Lexus Motorworld Lexus N A Lucarella Nanuet Collision North East Fire & Safety Equipmnet Peak Environmental Pete Rinaldi Pocket Expert PPG Principal Life Insurance Co Printech Rar Corp Rodo Inc Ronald Weiss Simplepart Sokal Media Grouup Somerset Syrup St Pauls Church Suntrust Tax Collector City Of Englewood TD Auto Finance The Copy King The Hartford


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Tool Discounter Town Motors Tricounty Lexus Tri-State Door Works Truecar Vanguard Village Autobody Volvo Car Financial Svcs VW Credit Wells Fargo Zakars of Little Ferry Rejected Executory Contracts Autotrader.com, Inc. Kelley Blue Book Co., Inc. Assumed/Assigned Union Contract United Service Workers Union, IUJAT, Local 355


AFDOCS/21895460.4

EXHIBIT B

Connection Party Arent Fox Relationship

Airgas Former Other Interested Party; Former Adverse Party

Arent Fox LLP previously represented Airgas, Inc. in matters wholly unrelated to this Chapter 11 case.

Results do not include other "Airgas" companies.

Ally Current & Former Adverse Party; Former Other Interested Party

American Express National Bank Current Other Interested Party

Parent, American Express Company is a Current Client.

Arent Fox LLP currently represents, American Express Company, parent of American Express National Bank, in matters wholly unrelated to this Chapter 11 case, which accounted for less than 1% of Arent Fox’s total fees in calendar years 2017, 2018, and 2019, respectively.

Affiliate American Express Travel Related Services Company is a Current Client.

Arent Fox LLP currently represents, American Express Travel Related Services Company, affiliate of American Express National Bank, in matters wholly unrelated to this Chapter 11 case, which accounted for less than 1% of Arent Fox’s total fees in calendar years 2017, 2018, and 2019, respectively.

Ameriflex Former Adverse Party

Amtrust Current & Former Other Interested Party; Current & Former Adverse Party; Former Client Friendly

Arent Fox LLP previously represented AmTrust Financial Services, Inc. in matters wholly unrelated to this Chapter 11 case.

Case 19-30256-VFP Doc 318-2 Filed 03/24/20 Entered 03/24/20 00:04:18 Desc Exhibit B Page 1 of 7

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Ascensus Current Adverse Party

Atlantic Auto Group See paragraph 12 of Declaration.

Arent Fox LLP currently represents, Atlantic Auto Group in matters wholly unrelated to this Chapter 11 case, which accounted for less than 1% of Arent Fox’s total fees in calendar years 2017, 2018, and 2019, respectively.

AUA Englewood LLC See paragraph 6 of Declaration.

Audi Financial Current & Former Adverse Party; Former Other Interested Party

Autotrader.com, Inc. Autotrader.com, Inc. is part of Cox Enterprises.

Arent Fox LLP previously represented Cox Media Group and DealerTrack, Inc. in matters wholly unrelated to this Chapter 11 case.

Baker & Hostetler LLP Current Other Interested Party; Former Adverse Party.

Arent Fox LLP previously represented Baker & Hostetler LLP in matters wholly unrelated to this Chapter 11 case.

Barnes Thornburg, LLP Former Other Interested Party; Former Adverse Party

BMW Financial Service Current & Former Other Interested Party; Current & Former Adverse Party

Cablevision Former Other Interested Party; Current & Former Adverse Party; Former Client Friendly

Arent Fox LLP previously represented Cablevision in matters wholly unrelated to this Chapter 11 case.

Capital Management Former Other Interested Party

Carmine DeMaio See paragraphs 6 - 10 of Declaration.


AFDOCS/21895460.4

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Cintas Arent Fox LLP currently represents Cintas Inc. in matters wholly unrelated to this Chapter 11 case, which accounted for less than 1% of Arent Fox’s total fees in calendar years 2017, 2018, and 2019, respectively.

Cintas First Aid Safety Former Other Interested Party

Classified Ventures LLC Current & Former Other Interested Party

Computerized Vehicle Registration Former Adverse Party

Crystal Springs Former Adverse Party; Current & Former Other Interested Party

CTE 2 LLC CTE 2 Land LLC Volkswagen of Union

See paragraph 10 of Declaration.

DARCARS Automotive Group DARCARS of Englewood, Inc. Darcars FP


DeMaio Holdings Incorporated Norman Gale Buick GMC


Directv Former Adverse Party; Current & Former Other Interested Party

Arent Fox LLP previously represented Directv in matters wholly unrelated to this Chapter 11 case.

Eckert Seamans Cherin & Mellott, LLC Former Other Interested Party

Fox Rothschild LLP Former Other Interested Party; Former Client Friendly; Current Adverse Party

Arent Fox LLP previously represented Fox Rothschild LLP in matters wholly unrelated to this Chapter 11 case.

Gibbons P.C. Former Adverse Party; Current Other Interested Party


AFDOCS/21895460.4

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Honda Financial Current Other Interested Party; Current Adverse Party

Hyundai Motor Finance Former Adverse Party

IP Networked Services, Inc. Current & Former Other Interested Party

Ira Lexus Former Client Friendly

Kelley Blue Book Co., Inc. Current Adverse Party

Kelley Blue Book Co., Inc. is part of Cox Enterprises.


Keytrak Inc Current & Former Other Interested Party

Klestadt Winters Jureller Southard Stevens, LLP

Former Other Interested Party

Len Stoler Len Stoler Lexus Len Stoler, Inc.


Arent Fox LLP currently represents Len Stoler Auto Group in matters wholly unrelated to this Chapter 11 case, which accounted for less than 1% of Arent Fox’s total fees in calendar years 2017, 2018, and 2019, respectively.

Marlin Business Bank Former Adverse Party

McElroy, Deutsch, Mulvaney Carpenter Former Adverse Party

McNamee Hosea Current Other Interested Party

MileOne Holdings Current Client


Napleton Auto Group Current Client


National Credit Center Former Adverse Party


AFDOCS/21895460.4

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Nelson Mullins Riley Scarborough, LLP Former Other Interested Party; Current Adverse Party

Nextgear Capital, Inc. Current & Former Other Interested Party; Current Adverse Party

Nextgear Capital, Inc. is part of Cox Enterprises.


Patrick Dibre See paragraph 10 of Declaration.

Pohanka See paragraph 12 of Declaration.

PPG Former Adverse Party; Former Other Interested Party

Arent Fox LLP previously represented PPG Industries in matters wholly unrelated to this Chapter 11 case.

Principal Life Insurance Co. Current Other Interested Party; Current Adverse Party

Priority 1 Auto Group See paragraph 12 of Declaration.

Arent Fox LLP currently represents Priority 1 Automotive Group, Inc. in matters wholly unrelated to this Chapter 11 case, which accounted for less than 1% of Arent Fox’s total fees in calendar years 2017, 2018, and 2019, respectively. Arent Fox does not believe that its representation of Priority 1 Automotive Group, Inc. in connection with these unrelated matters will affect its representation of the Debtor in these proceedings.

Rabinowitz, Lubetkin, Tully, LLC Former Other Interested Party

Ray Catena Former Adverse Party



AFDOCS/21895460.4

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Respect Auto Group See paragraph 12 of Declaration.

Arent Fox LLP currently represents Respect Auto Group LLC in matters wholly unrelated to this Chapter 11 case, which accounted for less than 1% of Arent Fox’s total fees in calendar years 2017, 2018, and 2019, respectively. Arent Fox does not believe that its representation of Respect Auto Group LLC in connection with these unrelated matters will affect its representation of the Debtor in these proceedings.

Ronald Weiss Former Other Interested Party

Sills Cummis Gross. P.C. Former Other Interested Party; Current & Former Adverse Party

Arent Fox LLP previously represented Sills Cummis Gross. P.C. in matters wholly unrelated to this Chapter 11 case.

Spectrio Current Other Interested Party

State of New Jersey Current & Former Adverse Party; Former Client Friendly; Former Other Interested Party

Suntrust Current Client

Arent Fox LLP formerly represented and currently represents Suntrust in multiple matters wholly unrelated to this Chapter 11 case, which accounted for less than 1% of Arent Fox’s total fees in calendar years 2017, 2018, and 2019, respectively. Arent Fox does not believe that its representation of Suntrust in connection with these unrelated matters will affect its representation of the Debtor in these proceedings.

TD Auto Finance Current & Former Other Interested Party; Current & Former Adverse Party; Current Client Friendly


AFDOCS/21895460.4

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The Hartford Current & Former Other Interested Party; Current & Former Adverse Party

Arent Fox LLP previously represented The Hartford in matters wholly unrelated to this Chapter 11 case.

Time Warner Cable Former Client Friendly; Current & Former Other Interested Party; Current Adverse Party

Arent Fox LLP previously represented Time Warner Cable in matters wholly unrelated to this Chapter 11 case.

Truecar Arent Fox LLP previously represented TrueCar, Inc. in matters wholly unrelated to this Chapter 11 case

vAuto Former Adverse Party

VW Credit Current & Former Adverse Party; Current Other Interested Party

W.W. Grainger, Inc. Former Other Interested Party; Current & Former Adverse Party

Wells Fargo Current Client

Arent Fox LLP formerly represented and currently represents Wells Fargo in multiple matters wholly unrelated to this Chapter 11 case, which accounted for less than 1% of Arent Fox’s total fees in calendar years 2017, 2018, and 2019, respectively. Arent Fox does not believe that its representation of Wells Fargo in connection with these unrelated matters will affect its representation of the Debtor in these proceedings.

Xtime Inc. Xtime, Inc. is part of Cox Enterprises.

Arent Fox LLP previously represented Cox Media Group and DealerTrack, Inc., in matters wholly unrelated to this Chapter 11 case.


Documents

ARENT FOX LLP Eric A. Biderman, Esq. Russell P. McRory ...€¦ · AFDOCS/21895460.4 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY . ARENT FOX LLP . Eric A. Biderman, Esq