summary cover sheet of fee application - vidangel...

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SUMMARY COVER SHEET OF FEE APPLICATION

Name of applicant Baker Marquart LLP

Name of client VidAngel, Inc. (Debtor)

Time period covered by this application October 18, 2017 – March 31, 2018

Total compensation sought this period $196,681.50

Total expenses sought this period $7,635.57

Petition date October 18, 2017

Application date November 2, 2017

Date of order approving employment November 22, 2017 (dkt. 103)

Total compensation approved by interim order to date $0

Total expenses approved by interim order to date $0

Total compensation paid to date (per Compensation Procedures Order)

$157,214.46

Total expenses paid to date (per Compensation Procedures Order) $7,635.57

Blended rate in this application for all attorneys $395.87

Blended rate in this application for all timekeepers $391.72

Compensation sought in this application already paid pursuant to a monthly compensation order but not yet allowed

$157,214.46

Expenses sought in this application already paid pursuant to a monthly compensation order but not yet allowed

$7,635.57

Number of professionals included in this application 7

If applicable, number of professionals in this application not included in staffing plan approved by client

NA

If applicable, difference between fees budgeted and compensation sought for this period

NA

Number of professionals billing fewer than 15 hours to the case during this period

4

Case Name: In re VidAngel, Inc. Case Number: 17-29073 Applicant’s Name: Baker Marquart LLP Date of Application: May 3, 2018 Interim or Final: Interim

Case 17-29073 Doc 174 Filed 05/03/18 Entered 05/03/18 16:03:57 Desc Main Document of 44

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J. Thomas Beckett, USB #5587 Brian M. Rothschild, USB #15316 Grace S. Pusavat, USB #15713 PARSONS BEHLE & LATIMER 201 South Main Street, Suite 1800 Salt Lake City, Utah 84111 Telephone: 801.532.1234 Facsimile: 801.536.6111 [email protected] [email protected] [email protected] [email protected] Attorneys for VidAngel, Inc.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF UTAH, CENTRAL DIVISION

In re: VIDANGEL, INC.,

Debtor.

Case No. 17-29073

Chapter 11

Judge Kevin R. Anderson

FIRST INTERIM APPLICATION OF BAKER MARQUART LLP, SPECIAL COUNSEL, FOR FINAL

ALLOWANCE OF COMPENSATION

Parsons Behle & Latimer, counsel to VidAngel, Inc., debtor and debtor in possession (the

“Debtor”) in the above-captioned chapter 11 case, submits this application on behalf of Baker

Marquart LLP (“Baker Marquart” or the “Firm”), special counsel to the Debtor, pursuant to

sections 328, 330 and 331 of title of the United States Code (the “Bankruptcy Code”), Rules

2002(c)(2) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and

the Guidelines for Applications for Compensation and Reimbursement of Expenses promulgated

by the Office of the United States Trustee (the “U.S. Trustee Guidelines”), and hereby files its


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First Interim Fee Application (this “Application”) seeking entry of an order, substantially in the

form attached as Exhibit A hereto, allowing and awarding on a final basis compensation for

services rendered to the Debtor (i) for fees earned in the amount of $196,681.50 and

(ii) reimbursement for actual and necessary expenses for expenses incurred in the amount of

$7,635.57, all for the period of time between October 18, 2017 through March 31, 2018 (the

“Compensation Period”), and respectfully states as follows:

JURISDICTION

The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334.

Venue of this proceeding and this Application is proper in this district pursuant to 28 U.S.C.

§§ 1408 and 1409. The statutory predicates for the relief sought herein are sections 328(a), 330,

and 331 of the Bankruptcy Code. This Application is a core proceeding pursuant to 28 U.S.C.

157.

The Debtor commenced this case (the “Chapter 11 Case”) by filing a voluntary petition for

relief under chapter 11 of the Bankruptcy Code, on October 18, 2017 (the “Petition Date”). No

trustee or examiner has been appointed in the Chapter 11 Case. The Debtor continues to manage

its assets and operate its business as debtor and debtor in possession under sections 1107 and 1108

of the Bankruptcy Code.

A detailed description of the Debtor, its business, and certain of the facts and circumstances

leading up to the Debtor’s chapter 11 case, are set forth in the Declaration of Patrick Reilly in

Support of First Day Motions (Dkt. # 2), which was filed in this case on the Petition Date and is

incorporated herein by this reference.

The Bankruptcy Court approved the Debtor’s retention of Baker Marquart as its special

counsel on November 22, 2017 (Dkt # 103.) The Debtor selected Baker Marquart because of its

capabilities and experience in litigation.


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PRIOR APPLICATIONS FOR COMPENSATION AND REIMBURSEMENT

Baker Marquart has not filed a prior application for compensation and reimbursement in

this Chapter 11 Case.

BAKER MARQUART’S PRESENT APPLICATION: FEES

Baker Marquart provides herewith detail describing the tasks performed, and the time

required to perform those tasks in Baker Marquart’s monthly statements for the Compensation

Period, attached hereto as Exhibit B.

SUMMARY BY TIMEKEEPER BY MONTHLY STATEMENT

The following professional employees of Baker Marquart have performed services on

behalf of the Debtor during the Compensation Period:

NAME (INITIALS) TITLE RATE HOURS FEES

Jaime W. Marquart (JWM) Partner $463.50 195.9 $90,799.65 Tiffany L. Olson (TLO) Senior Litigation Paralegal $243.00 7.4 $1,798.20 Brian T. Grace (BTG) Associate $292.50 178.0 $52,065.00 Lisa S. Jung (LSJ) Legal Assistant/Paralegal $157.50 4.0 $630.00 Scott M. Malzahn (SMM) Partner $436.50 102.5 $44,741.25 Ashley E. Martabano (AEM) Of Counsel $465.00 12.9 $5,998.50 Ryan G. Baker (RGB) Partner $463.50 1.4 $648.9 Total 502.1 $196,681.5

BAKER MARQUART’S PRESENT APPLICATION: EXPENSES.

During the Compensation Period, Baker Marquart incurred actual and necessary expenses

in the total amount of $7,635.57 in connection with its professional services rendered to the Debtor.

A detailed report showing each expense is included in Baker Marquart’s Monthly Statements in

Exhibit B.

APPLICATION OF RETAINER AND PREVIOUS PAYMENTS

Upon approval of the Application, Baker Marquart would be owed $196,681.50 for

services and $7,635.57 for expenses. Applying previous payments of $157,214.46 for services


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and $7,635.57 for expenses, Baker Marquart is owed the balance of $39,467.04 for services during

the Compensation Period.

OPINIONS, CERTIFICATIONS AND DISCLOSURES.

All services performed and expenses incurred for which compensation or reimbursement

is requested were actually performed or incurred, and they were performed or incurred for and on

behalf of the Debtor and not for the benefit of any other person or entity.

In the opinion of the undersigned, all such services actually benefited the Debtor’s estate.

In the opinion of the undersigned, Baker Marquart’s fees earned and expenses incurred in

the Compensation Period are fair and reasonable in light of the services rendered and the price for

similar services in this market.

Baker Marquart has not shared or agreed to share compensation or reimbursement awarded

in this case with any other person except as among the members and employees of the Firm.

Baker Marquart has not made any agreements with the Debtor or others for compensation

or reimbursement that have not been disclosed to the Court.

To the best knowledge of the undersigned, all quarterly fees have been paid by the Debtor

to the U.S. Trustee and all monthly operating reports have been filed for the Compensation Period.

Attorneys at Baker Marquart have, when warranted, inquired of all attorneys employed by

Baker Marquart with respect to those matters initially disclosed to the Court in the Application

pursuant to Rule of Bankruptcy Procedure 2014 and have determined, after reviewing the results

of that inquiry, that no further disclosure is warranted at this time.

NOTICE

On December 13, 2017 the Court entered an Order (dkt. # 124) granting the Debtor’s

Motion to Limit Notice and to Establish Notice Procedures for the Chapter 11 Case (dkt. # 10),

which limits the service required for all matters requiring notice under Bankruptcy Rule 2002 in


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the Chapter 11 Case to service on (i) the Office of the United States Trustee for the District of

Utah, Attn: Laurie Cayton; (ii) any party whose interests are directly affected by a specific

pleading; (iii) any party who has formally appeared and requested service in this proceedings

pursuant to Bankruptcy Rule 2002; and (iv) any government agency to the extent required by the

Bankruptcy Code, the Bankruptcy Rules, or the Local Rules.

Parsons Behle has provided notice of this Motion to (a) the Office of the United States

Trustee for the District of Utah, Attn: Laurie Cayton; (b) all ECF notice parties; and (c) all parties

with affected interests. Parsons Behle and Baker Marquart submit that this notice satisfies the

requirements of Bankruptcy Rule 2002 as modified by the Court’s Order Limiting Notice and

Establish Notice Procedures.

WHEREFORE, Parsons Behle prays on behalf of Baker Marquart:

1. That the Court enter an order, substantially in the form attached hereto as Exhibit A

hereto, granting the relief requested in the Application;

2. That compensation be awarded and allowed to Baker Marquart on a final basis in

the amount of $196,681.50 for services;

3. That reimbursement be awarded and allowed to Baker Marquart on a final basis in

the amount of $7,635.57;

4. That such amounts be allowed as priority administrative expenses of the estate on

a final basis pursuant to 11 U.S.C. § 503(b)(2) and 507(a)(1);

5. That the Debtor be authorized and directed, pursuant to 11 U.S.C. §§ 330 and 331,

to pay the remaining balance owing of $39,467.04 from the estate; and

6. For such other and further relief as is just and reasonable in the circumstances.


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Dated this 3rd day of May, 2018.

/s/ Grace S. Pusavat J. Thomas Beckett Brian M. Rothschild Grace S. Pusavat PARSONS BEHLE & LATIMER Attorneys for VidAngel, Inc.


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Exhibit A

Proposed Order


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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF UTAH, CENTRAL DIVISION

In re: VIDANGEL, INC.,

Debtor.

Case No. 17-29073

Chapter 11

Judge Kevin R. Anderson

ORDER APPROVING FIRST INTERIM APPLICATION OF BAKER MARQUART LLP, SPECIAL COUNSEL,

FOR FINAL ALLOWANCE OF COMPENSATION

Parsons Behle & Latimer (“Parsons Behle”), counsel to the above-captioned debtor and

debtor in possession (the “Debtor”), having filed the first interim application (the “Application”)

on behalf of Baker Marquart LLP (“Baker Marquart”) pursuant to sections 328, 330, and 331 of

title of the United States Code (the “Bankruptcy Code”), Rules 2002(c)(3) and 2016 of the Federal

Rules of Bankruptcy Procedures (the “Bankruptcy Rules”); the Application having been properly

noticed; no opposition having been filed; the Court having considered the pleadings and papers on

file herein, having stated its findings of fact and conclusions of law on the record pursuant to

Federal Rule of Civil Procedure 52, made applicable by Federal Rule of Bankruptcy Procedure

7052; and good cause appearing,


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IT IS HEREBY ORDERED that:

1. The Application is hereby APPROVED;

2. Baker Marquart’s fees in the amount of $196,681.50 and reimbursement in the

amount of $7,635.57 are hereby ALLOWED on a final basis;

3. The Debtor, after deducting previous payments to Baker Marquart, is authorized

and directed to pay the balance of compensation and reimbursement in the amount of amount of

$39,467.04 for the balance of fees incurred to Baker Marquart upon entry of this order.

4. The Application is approved without prejudice to Baker Marquart’s right to seek

further compensation and reimbursement under any subsequent fee application.

---------------------------------------------------end of document---------------------------------------------


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Exhibit B

Baker Marquart’s Monthly Statements Containing Time and Expense Detail


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PROOF OF SERVICE

I hereby certify that on May 3, 2018, I caused a true and correct copy of the foregoing NOTICE OF HEARING AND FIRST INTERIM APPLICATION OF BAKER MARQUART LLP, SPECIAL COUNSEL TO DEBTOR VIDANGEL, INC. FOR FINAL ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES, and the FIRST INTERIM APPLICATION OF BAKER MARQUART LLP, SPECIAL COUNSEL TO DEBTOR VIDANGEL, INC. FOR FINAL ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES to be served as follows: May 3, 2018, I electronically filed the foregoing with the Clerk of the Court using the CM/ECF system, which sent notification of such filing to the following:

J. Thomas Beckett [email protected], [email protected];[email protected];[email protected]

Lev E. Breydo [email protected] Laurie A. Cayton tr [email protected],

[email protected];[email protected];[email protected] Michael R. Johnson [email protected], [email protected];[email protected] David H. Leigh [email protected], [email protected];[email protected] Grace S. Pusavat [email protected] Todd J. Rosen [email protected], [email protected] Brian M. Rothschild [email protected], [email protected] United States Trustee [email protected]

Respectfully submitted, /s/ Grace S. Pusavat Grace S. Pusavat PARSONS BEHLE & LATIMER Attorneys for VidAngel, Inc.


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