Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 1 of 12 FOR ... · worked by professional by work category during the Final Application Period. Since Houlihan Lokey does not have the

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



-----------------------------------------------------------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


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


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


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


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


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.

,~


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


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


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


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



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


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: [email protected]

[email protected]

Counsel to the DebtoNs and Debtors in Possession

DOCS DE:208715.5 70787/001


EXHIBIT A

CERTIFICATION OF RYAN SANDAHL



-----------------------------------------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.


Ryan andahlDirector


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


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


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



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


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


Documents

Case 16-11242-BLS Doc 722 Filed 01/25/17 Page 1 of 12 FOR ... · worked by professional by work category during the Final Application Period. Since Houlihan Lokey does not have the