IN THE UNITED STATES BANKRUPTCY COURT FOR THE ... cie/docket no. 126...bb - Case Administration 32.6...

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

-------------------------------------------------------x In re: DIESEL USA, INC.,1

Debtor.

: : : : : :

Chapter 11 Case No. 19-10432 (MFW) Objection Deadline: May 10, 2019 at 4:00 p.m. (ET)

-------------------------------------------------------x

FIRST AND FINAL REPORT BY GETZLER HENRICH & ASSOCIATES LLC OF COMPENSATION EARNED AND EXPENSES INCURRED FOR THE

PERIOD OF MARCH 5, 2019 THROUGH APRIL 12, 2019

Exhibit A: Summary of Compensation by Project Category & Summary of Hours by Professional

Exhibit B: Time Records Organized by Project Category and Professional

Exhibit C: Itemized Expenses

Getzler Henrich & Associates LLC (“Getzler Henrich”) hereby submits this First and

Final Monthly Report of Compensation Earned and Expenses Incurred (the “Report”) for the period of March 5, 2019 through April 12, 2019, for compensation and reimbursement of costs and expenses incurred pursuant to its engagement, which was approved by order of the Bankruptcy Court on April 11, 2019 [D.I. 109] (the “Retention Order”). Getzler Henrich’s fees for this period are $164,630.50. Getzler Henrich has also incurred $1,638.76 in expenses during the period. Pursuant to the Retention Order, the Notice Parties may file an objection, if any, to this Report within fourteen (14) days from the date of filing of this Report.

1 The last four digits of the Debtor’s federal tax identification number are 4308. The Debtor’s principal offices are located at 220 West 19th Street, New York, NY 10011.

Case 19-10432-MFW Doc 126 Filed 04/26/19 of 1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

-------------------------------------------------------x In re: DIESEL USA, INC.,1

Debtor.

: : : : : :

Chapter 11 Case No. 19-10432 (MFW) Objection Deadline: May 10, 2019 at 4:00 p.m. (ET)

-------------------------------------------------------x

NOTICE OF FIRST AND FINAL REPORT BY GETZLER HENRICH & ASSOCIATES LLC OF COMPENSATION EARNED AND

EXPENSES INCURRED FOR THE PERIOD OF MARCH 5, 2019 THROUGH APRIL 12, 2019

On April 26, 2019, the First and Final Report by Getzler Henrich & Associates LLC of Compensation Earned and Expenses Incurred for the Period of March 5, 2019 through April 12, 2019 (the “Report”) was filed with the Court. The Report seeks the approval of payment for professional services rendered to the Debtors in the amount of $164,630.50, together with reimbursement of expenses in the amount of $1,638.76.

On April 11, 2019, the Order Authorizing the Debtor (I) to Retain Getzler Henrich & Associates LLC to Provide Interim Management Services and Provide the Debtor a Chief Restructuring Officer and Additional Personnel and (II) to Designate Mark G. Samson as the Debtor’s Chief Restructuring Officer, Nunc Pro Tunc, to the Petition Date [Docket No. 109] (the “Retention Order”) was entered by the Court.

Pursuant to the Retention Order, you are required to file a response (the “Response”), if any, to the Report with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before May 10, 2019 at 4:00 p.m. (prevailing Eastern Time) (the “Response Deadline”).

1 The last four digits of the Debtor’s federal tax identification number are 4308. The Debtor’s principal offices are located at 220 West 19th Street, New York, NY 10011.

Case 19-10432-MFW Doc 126-1 Filed 04/26/19 Page 1 of 2

At the same time, you must also serve a copy of the Response upon the applicant so as to be received by the Response Deadline.

Dated: April 26, 2019 Wilmington, Delaware

YOUNG CONAWAY STARGATT & TAYLOR, LLP By:/s/ Kenneth J. EnosPauline K. Morgan (No. 3650) Kenneth J. Enos (No. 4544) Travis G. Buchanan (No. 5595) 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: [email protected] Email: [email protected] Email: [email protected] -and- ARENT FOX LLP George P. Angelich (admitted pro hac vice) David J. Mayo (admitted pro hac vice) Phillip Khezri (admitted pro hac vice) 1301 Avenue of the Americas Floor 42 New York, NY 10019 Tel: (212) 484-3900 Fax: (212) 484-3990 Email: [email protected] Email: [email protected] Email: [email protected] Co-Counsel for Diesel USA, Inc.


EXHIBIT A

Summary of Compensation by Project Category & Summary of Hours by Professional

Row Labels Sum of Hours Sum of FeesLebwohl 96.3 39,483.00$

aa - Budget Preparation 5 2,050.00$ aa - Cash Flow Projection 14.3 5,863.00$ aa - Cash Management & Analysis 20.1 8,241.00$ bb - Bankruptcy Consulting 23.5 9,635.00$ bb - Case Administration 32.6 13,366.00$ bb - Claims Analysis & Negotiations 0.8 328.00$

Samson 225.5 125,147.50$ aa - Cash Flow Projection 16.1 9,096.50$ aa - Company / Business Manage 57.7 32,600.50$ aa - Correspondence 3 1,695.00$ aa - Meetings 8 4,520.00$ aa - Negotiations - Agreements 76.3 43,109.50$ aa - Supplier Issues 3 1,695.00$ aa - Travel 8 2,260.00$ bb - Bankruptcy Consulting 5 2,825.00$ bb - Case Administration 9 5,085.00$ bb - Court Hearing Prep 10.5 5,932.50$ bb - Fee / Employment Application 2.5 1,412.50$ bb - Motion Review / Analysis 7.5 4,237.50$ bb - Plan of Reorganization 18.9 10,678.50$

Grand Total 321.8 164,630.50$

Professionals Hrs FeesAndrew Lebwohl (Senior Associate) 96.3 39,483.00$ Mark Samson (Managing Director) 225.5 125,147.50$

Total 321.8 164,630.50$

Average Rate 511.59$

Getzler Henrich Staffing Category Summary


EXHIBIT B

Time Records Organized by Project Category and Professional


Getzler Henrich and Associates Staffing Report For March 5 To April 12 2019

Timekeeper Activity Date Time Spent Hours Rate Fees Description

Samson aa - Company / Business Manage

03/05/19 6:30:00 6.5 $565.00 $ 3,672.50 Town hall meeting, includes prep, with corporate and then with stores (2.5), includes follow-up meetings with purchasing, and finance, call with banks and venders (4), includes updates on vender motion and HR conversations and correspondence with JoAnn (HR), continued bank correspondence and various other topics.

Samson aa - Travel 03/05/19 2:00:00 2.0 $282.50 $ 565.00 Travel to Court Hearing - Samson bb - Motion Review / Analysis 03/05/19 4:00:00 4.0 $565.00 $ 2,260.00 Review all revised motions (3.5),

includes update calls with management and SpA (.5)

Samson aa - Correspondence 03/06/19 1:30:00 1.5 $565.00 $ 847.50 Correspondence on all topics specifically coordinating bank accounts, vendors and landlords

Samson aa - Meetings 03/06/19 1:30:00 1.5 $565.00 $ 847.50 Call with parent to update on case, communications and landlords (1.5)

Samson aa - Travel 03/06/19 2:00:00 2.0 $282.50 $ 565.00 Travel from 1st day hearing Samson bb - Court Hearing Prep 03/06/19 6:30:00 6.5 $565.00 $ 3,672.50 Meeting with counsel and local

counsel before court (3) attend court hearing (1.5), follow-up meetings with counsel on changes to the orders (2)


03/07/19 2:00:00 2.0 $565.00 $ 1,130.00 Calls throughput the day with Mr. Matteo (CFO) Mr. Lam (Finance), HR, purchasing, vendors and various banks on various topics.


03/07/19 1:00:00 1.0 $565.00 $ 565.00 Pre and call with Mr. Lupo and Angelique (debtors counsel to update each other on landlord et


al

Samson aa - Negotiations - Agreements 03/07/19 5:00:00 5.0 $565.00 $ 2,825.00 Spent most of the day contacting and speaking with landlords. Includes GGP, Simon, Taubman and independents.

Samson bb - Bankruptcy Consult 03/07/19 1:30:00 1.5 $565.00 $ 847.50 Prep and call with SpA on update pf court and communication

Lebwohl bb - Case Administration 03/07/19 5:12:00 5.2 $410.00 $ 2,132.00 Introductory meeting at client, review initial report and IDI materials (.8), discuss information requirements with internal company stakeholders (2.0), meet other internal managers (1.0), discuss case strategy with GH and company team (1.4)

Samson bb - Case Administration 03/07/19 1:00:00 1.0 $565.00 $ 565.00 Meeting and discussion with Andrew Lebwohl (GH) to discuss IDI, IMOR and plan to complete, Includes separate discussions with Mr Matteo on topics.

Samson aa - Meetings 03/08/19 2:00:00 2.0 $565.00 $ 1,130.00 Update call with SpA and DUSA management on landlords and case (1). Follow up call and prep for call with Mr. Lupo and Angelique on strategy

Samson aa - Negotiations - Agreements 03/08/19 2:00:00 2.0 $565.00 $ 1,130.00 Prep before face meeting with Mr. Rosso (CE0) and Damani (COO Retail) to discuss all leases. Includes Mr, Matteo CFO

Samson aa - Negotiations - Agreements 03/08/19 2:30:00 2.5 $565.00 $ 1,412.50 Calls with various landlords throughout the day. Includes update of addresses for UST and Arent Fox.


Samson bb - Bankruptcy Consult 03/08/19 3:30:00 3.5 $565.00 $ 1,977.50 Prep for several face meetings with management. Includes HR (1), finance (2) with treasury, controller, CFO and AP manager. Subjects includes pre and post petition payment separation, bank accounts (2.5), includes call with BoA (.10) includes correspondence with banks, includes action plan for IDI and IMOR, Actual vs Budget and purchasing (2)

Lebwohl bb - Case Administration 03/08/19 0:42:00 0.7 $410.00 $ 287.00 Draft action plan for initial report items, correspond with internal and external parties regarding same.


03/11/19 2:30:00 2.5 $565.00 $ 1,412.50 discussions and correspondence with management on various topics which includes, marketing contract and discussion with Andy (1), correspondence and calls with vendors and Parent attorney. (1) correspondence on other topics with counsel (.5)

Samson aa - Negotiations - Agreements 03/11/19 1:00:00 1.0 $565.00 $ 565.00 Negotiate retention of Keen, includes discussion with Mr. Bordwin and correspondence with Arent Fox (AF)

Samson aa - Negotiations - Agreements 03/11/19 5:30:00 5.5 $565.00 $ 3,107.50 Negotiate with landlords over 3 time zones. 25 landlords were contacted, includes concentration of 13 in one group, and discussions with landlords for stores B, S, H, V, A. SF (Hours 4.5) Includes creation of landlord tracking motion (1), includes reporting to Parent (.5).

Lebwohl bb - Case Administration 03/11/19 0:24:00 0.4 $410.00 $ 164.00 Coordinate data collection for IDI and Initial Report


Samson bb - Case Administration 03/11/19 1:30:00 1.5 $565.00 $ 847.50 Coordinate IDI, Actual Vs Budget and MOR with Company management, and Getzler colleague Mr. Lebwohl


03/12/19 2:00:00 2.0 $565.00 $ 1,130.00 Various meetings with management on topics which include, vendors (.5). cash management, and Amex agreement. (1.5)

Samson aa - Correspondence 03/12/19 1:00:00 1.0 $565.00 $ 565.00 Correspondence and discussions throughout the day with Arent Fox colleagues. Topics include Keen, retention, Master/Visa class action, case administration and POR

Samson aa - Meetings 03/12/19 2:00:00 2.0 $565.00 $ 1,130.00 Conference call with Mr. Lupo and Mr Angelique (.8)to update on landlords et, al, includes call thereafter with Parent to discuss the case, updates on landlords, communication and vendors (1.2)

Samson aa - Negotiations - Agreements 03/12/19 2:30:00 2.5 $565.00 $ 1,412.50 Face meeting at company with CEO, Director of Sales and CFO to go through each location to decide on rent reductions.

Samson aa - Negotiations - Agreements 03/12/19 2:00:00 2.0 $565.00 $ 1,130.00 continued negotiations with landlords, includes update of tracking sheet

Lebwohl bb - Case Administration 03/12/19 1:12:00 1.2 $410.00 $ 492.00 Meeting at client site regarding weekly cash activity, budget update, IDI materials

Lebwohl bb - Case Administration 03/12/19 1:48:00 1.8 $410.00 $ 738.00 Work on budget update, Initial Report items


03/13/19 2:00:00 2.0 $565.00 $ 1,130.00 Daily review of cash management roll forward, includes, includes update on IDI, IMOR and AvB.

Samson aa - Negotiations - Agreements 03/13/19 1:00:00 1.0 $565.00 $ 565.00 Call with Keen to discuss project on certain property. Includes the discussion with that landlord


Samson aa - Negotiations - Agreements 03/13/19 5:30:00 5.5 $565.00 $ 3,107.50 Prep and call with SF to discuss various topics including early closing of location (1), calls with B (several), S, G, H, A, to discuss rent reductions

Lebwohl bb - Case Administration 03/13/19 3:30:00 3.5 $410.00 $ 1,435.00 Work on budget update, assembling IDI materials.

Samson aa - Negotiations - Agreements 03/14/19 2:30:00 2.5 $565.00 $ 1,412.50 Prep (1.5) and call with landlord with most leases to negotiate (1), includes follow up (.5)

Samson aa - Negotiations - Agreements 03/14/19 4:00:00 4.0 $565.00 $ 2,260.00 Continued calls with landlords to negotiate rent reductions, includes SF, T, B, GH, C, P

Samson aa - Supplier Issues 03/14/19 1:30:00 1.5 $565.00 $ 847.50 Correspondence with Parent and management on suppliers. Includes review of 50+ suppliers, and sending emails with vendor motions to explain the 100% plan

Lebwohl bb - Case Administration 03/14/19 1:48:00 1.8 $410.00 $ 738.00 Work on Initial Report and IDI materials


03/15/19 2:00:00 2.0 $565.00 $ 1,130.00 Daily review of company business management, includes cash roll forward, update of executory contracts list, IDI and AvB. Includes any supplier issues

Samson aa - Negotiations - Agreements 03/15/19 1:30:00 1.5 $565.00 $ 847.50 Call with CEO, CFO and director of Retail to update on landlord negotiations.

Samson aa - Negotiations - Agreements 03/15/19 1:00:00 1.0 $565.00 $ 565.00 Call with attorney for B landlord, includes discussions with landlord on separate calls (1)

Samson aa - Negotiations - Agreements 03/15/19 2:00:00 2.0 $565.00 $ 1,130.00 Continued correspondence with landlords, includes S, CM, and discussion with CFO on formula for SF

Lebwohl bb - Case Administration 03/15/19 5:18:00 5.3 $410.00 $ 2,173.00 Meetings with J. Lam and N. Patel regarding insurance certificates, executory contracts list, budget update, IDI materials; work on


executory contracts issues; update calls with M. Samson.

Samson aa - Negotiations - Agreements 03/16/19 1:30:00 1.5 $565.00 $ 847.50 Update tracking sheet to send to CEO and team for discussion first thing Monday

Samson bb - Fee / Employment Application

03/16/19 1:00:00 1.0 $565.00 $ 565.00 Time sheet entries for two weeks

Lebwohl bb - Bankruptcy Consult 03/17/19 3:00:00 3.0 $410.00 $ 1,230.00 Work on IDI materials, lease rejection discussion, assumption/rejection of contracts

Samson aa - Cash Flow Projection 03/18/19 1:30:00 1.5 $565.00 $ 847.50 Review 3 year plan and update charts.


03/18/19 2:30:00 2.5 $565.00 $ 1,412.50 Review bids for closing certain (.5), locations, review Feb financials (1), deal with vendor issues and general correspondence (1).

Samson aa - Negotiations - Agreements 03/18/19 3:00:00 3.0 $565.00 $ 1,695.00 continued negotiations with landlords, includes updating tracking sheet and correspondence with negotiating team

Lebwohl bb - Bankruptcy Consult 03/18/19 1:12:00 1.2 $410.00 $ 492.00 Call regarding IDI materials; follow-up with company and M. Samson

Lebwohl bb - Bankruptcy Consult 03/18/19 2:48:00 2.8 $410.00 $ 1,148.00 Work on Initial Report materials; emails with Company regarding same; work on contract assumption/rejection prep, incl. leases.

Samson bb - Motion Review / Analysis 03/18/19 1:30:00 1.5 $565.00 $ 847.50 Review of motions throughout the day and correspondence



03/19/19 2:00:00 2.0 $565.00 $ 1,130.00 General correspondence on various topics which includes, retention of real estate broker (Keen, coordinate Simon call, IDI follow-up (1), follow-up on customs is with US Trustee and Arent Fox Mr. Angelique (.5) Calls with various vendors (HK) China (.5) deal with conflicts list, deal contracts that are normal course that can be signed versus not signed

Samson aa - Negotiations - Agreements 03/19/19 2:30:00 2.5 $565.00 $ 1,412.50 Meeting with management team (CFO, CEO and Director of operations to discuss latest landlord negotiations. Includes call with NYC landlord (S). I

Samson aa - Negotiations - Agreements 03/19/19 1:30:00 1.5 $565.00 $ 847.50 Continued calls with several landlords

Samson aa - Supplier Issues 03/19/19 0:30:00 0.5 $565.00 $ 282.50 Call with supplier to discuss issues, includes Canadian duties et al. (,3)

Lebwohl bb - Bankruptcy Consult 03/19/19 2:12:00 2.2 $410.00 $ 902.00 Attendance and participation at IDI, follow-up meetings and Initial Report prep.

Samson bb - Case Administration 03/19/19 2:00:00 2.0 $565.00 $ 1,130.00 Call with US Trustee (.5) includes review and approval of reports (1) and discussions with management team (.5)


03/20/19 2:00:00 2.0 $565.00 $ 1,130.00 Daily review of cash management, review of Niten (Treasury) file, calls throughout the day with CFO, correspondence throughout the day with debtors counsel on various topics and motions

Samson aa - Negotiations - Agreements 03/20/19 3:00:00 3.0 $565.00 $ 1,695.00 continued negotiations with Landlords ( Forbes, SF, Boston, Simon) and update of tracking sheet


Lebwohl bb - Bankruptcy Consult 03/20/19 1:00:00 1.0 $410.00 $ 410.00 Complete Initial Report materials and circulate

Samson bb - Case Administration 03/20/19 1:00:00 1.0 $565.00 $ 565.00 Review the draft IOR and comments on the cash flow

Samson bb - Motion Review / Analysis 03/20/19 2:00:00 2.0 $565.00 $ 1,130.00 Review of several motions and approvals.


03/21/19 1:00:00 1.0 $565.00 $ 565.00 Daily review of cash and vendor issues, includes Facebook and follow up on Chinese and HK vendors.

Samson aa - Correspondence 03/21/19 0:30:00 0.5 $565.00 $ 282.50 Correspondence throughout the day with debtors counsel on various topics and motions.

Samson aa - Negotiations - Agreements 03/21/19 1:30:00 1.5 $565.00 $ 847.50 Follow up with several landlords Samson aa - Supplier Issues 03/21/19 1:00:00 1.0 $565.00 $ 565.00 Correspondence with supplier Mr.

Leon (offshore) and the call to negotiate continued support

Lebwohl bb - Bankruptcy Consult 03/21/19 1:42:00 1.7 $410.00 $ 697.00 Phone calls with G. Angelich, Company reps, M. Samson regarding bankruptcy budget/cash flow projections


03/22/19 1:30:00 1.5 $565.00 $ 847.50 Daily update of cash management (,5) correspondence throughout the day with management and AF on various topics (.5) review of actual vs. budget

Samson aa - Negotiations - Agreements 03/22/19 1:00:00 1.0 $565.00 $ 565.00 conference call with Simon (.3), includes follow up with counsel and management (.3)

Samson aa - Negotiations - Agreements 03/22/19 1:30:00 1.5 $565.00 $ 847.50 Follow up with all landlords that will be rejected to coordinate negotiations of the claims amounts

Lebwohl bb - Bankruptcy Consult 03/22/19 2:00:00 2.0 $410.00 $ 820.00 Prep call for HQ update; correspondence regarding cash flow projections, contract cure amounts, contract rejection listing.


Samson bb - Case Administration 03/22/19 1:30:00 1.5 $565.00 $ 847.50 Conference call with AF on IOR, landlord 502(b)6 claims and executory contracts, includes follow up with Mr. Lebwohl and management on contracts


03/23/19 1:00:00 1.0 $565.00 $ 565.00 Calls with management and correspondence to coordinate the flow of contracts, and cash flow update

Lebwohl bb - Bankruptcy Consult 03/23/19 1:12:00 1.2 $410.00 $ 492.00 Conference call with Arent Fox; follow up emails regarding sales results and contract rejections.

Samson bb - Case Administration 03/23/19 2:00:00 2.0 $565.00 $ 1,130.00 Call with AF on executory contracts, 502(b)6 and IOR (1), includes second call with Ms. Skigen on all rejected landlords (.5), and emails to all these landlords introducing them to Arent Fox (1).

Lebwohl aa - Cash Flow Projection 03/24/19 1:36:00 1.6 $410.00 $ 656.00 Work on budget updates, projections.

Lebwohl aa - Cash Flow Projection 03/24/19 0:24:00 0.4 $410.00 $ 164.00 Calls with M. Samson regarding budget updates, projections.

Lebwohl bb - Case Administration 03/24/19 1:00:00 1.0 $410.00 $ 410.00 Phone calls with counsel and M. Samson regarding executory contracts, cure amounts, rejection damages.

Lebwohl aa - Cash Flow Projection 03/25/19 3:48:00 3.8 $410.00 $ 1,558.00 Work on cash flow projection and budget update; conversations with internal company staff regarding bank accounts, sales reports, merchant services reserves; phone calls with M. Samson.


03/25/19 2:00:00 2.0 $565.00 $ 1,130.00 Review daily cash and correspondence with vendors



03/25/19 1:30:00 1.5 $565.00 $ 847.50 Correspondence and calls throughout the day with CFO (Mr Matteo Comunalazzi) on budget, landlords and vendors, includes update with Mr. Lebwohl (Getzler Henrich) on cash flow

Samson aa - Negotiations - Agreements 03/25/19 3:00:00 3.0 $565.00 $ 1,695.00 Calls throughout the day with AF ( Ms. Skigen and Mr. Khezri) on status on all landlords for both cures and rejection claims (1). Includes separate calls with various landlords throughput the day (2)

Lebwohl bb - Case Administration 03/25/19 2:12:00 2.2 $410.00 $ 902.00 Review executory contracts; phone calls with vendors regarding damages; internal company meetings regarding vendors and contracts.


03/26/19 2:30:00 2.5 $565.00 $ 1,412.50 Daily review of cash balance, includes review of cash flow budget (1) and correspondence with vendors and management (1). Includes conversations with Mr Lebwohl from Getzler Henrich (.5)

Samson aa - Negotiations - Agreements 03/26/19 3:00:00 3.0 $565.00 $ 1,695.00 Continued update of cures and rejection claims (1), includes several calls and correspondences with Ms. Skigen and Khezri of AF,(1) includes continued calls and negotiations with landlords a(1)

Samson aa - Negotiations - Agreements 03/26/19 1:00:00 1.0 $565.00 $ 565.00 Call with Mr. Angelique and AF team on executory contract, cures and damage claims, includes follow up and discussions with Mr. Lebwohl (GH) (1)

Lebwohl bb - Case Administration 03/26/19 2:00:00 2.0 $410.00 $ 820.00 Work on executory contracts issues, phone call with counsel


regarding same.


03/27/19 2:00:00 2.0 $565.00 $ 1,130.00 Continued review of daily cash flow, budget and correspondence with vendors (1.5), includes calls with Mr. Matteo on various subjects (.5)

Samson aa - Meetings 03/27/19 1:00:00 1.0 $565.00 $ 565.00 Call with SF landlord on server issue plus call with IT USA and Mr Comunalazzi on options

Lebwohl bb - Case Administration 03/27/19 0:48:00 0.8 $410.00 $ 328.00 Status update call and follow up with M. Samson

Lebwohl bb - Case Administration 03/27/19 2:12:00 2.2 $410.00 $ 902.00 Work on executory contracts issues, phone calls with vendors.

Samson bb - Plan of Reorganization 03/27/19 3:30:00 3.5 $565.00 $ 1,977.50 Review of supplementary plan (1), review of 3 yr. plan(1), call with Mr. Angelique and team to do a page through and discuss cash position (1), includes follow up call and discussions with Mr. Lebwohl (.5)

Lebwohl aa - Cash Flow Projection 03/28/19 1:42:00 1.7 $410.00 $ 697.00 Weekly budget update and meeting with N. Patel and P. Mangat regarding same.

Lebwohl aa - Cash Flow Projection 03/28/19 1:48:00 1.8 $410.00 $ 738.00 Meeting and follow-up with M. Samson and M. Comunalazzi regarding COGs issues and AP issues.


03/28/19 2:00:00 2.0 $565.00 $ 1,130.00 Call with rejected store management (1), includes pre-meeting with management (.5) Includes separate call with Hawaii management (.5)

Samson aa - Negotiations - Agreements 03/28/19 1:30:00 1.5 $565.00 $ 847.50 Call with Mr. Kessner regarding lease, includes review of proposal and update to AF team (1) , includes call with SF updating of LC (.5)


Lebwohl bb - Case Administration 03/28/19 1:30:00 1.5 $410.00 $ 615.00 Meetings and phone calls regarding executory contracts

Lebwohl bb - Case Administration 03/28/19 1:06:00 1.1 $410.00 $ 451.00 Status call with counsel; phone call with stores to be closed.

Lebwohl bb - Case Administration 03/28/19 1:12:00 1.2 $410.00 $ 492.00 Case strategy meetings with M. Samson and internal company staff.

Lebwohl bb - Case Administration 03/28/19 0:42:00 0.7 $410.00 $ 287.00 Phone calls with counsel regarding executory contracts.

Samson bb - Plan of Reorganization 03/28/19 0:30:00 0.5 $565.00 $ 282.50 Call with Mr. Angelique (AF) and team on update of plan (.5)

Samson bb - Plan of Reorganization 03/28/19 3:30:00 3.5 $565.00 $ 1,977.50 Review and page turn of plan (1) includes several calls with AF team on POR and landlord negotiations (1) update of cash flow spread sheet to establish cash position on emergence (1.5)

Lebwohl aa - Cash Flow Projection 03/29/19 1:12:00 1.2 $410.00 $ 492.00 Calls with M. Samson, N. Patel, P. Mangat regarding budget and projections.

Lebwohl aa - Cash Flow Projection 03/29/19 2:48:00 2.8 $410.00 $ 1,148.00 Major revisions to actual and comparison vs. budget; reconcile bank balances.

Samson aa - Cash Flow Projection 03/29/19 2:00:00 2.0 $565.00 $ 1,130.00 Discussions and review of actual versus budget, roll forward and assumptions (2)


03/29/19 1:00:00 1.0 $565.00 $ 565.00 Review of daily cash flow, correspondence on vendor and review of trade parables.

Samson aa - Negotiations - Agreements 03/29/19 1:30:00 1.5 $565.00 $ 847.50 Call with CFO (Mr. Camunazalli) regarding Madison and SOHO (.5) includes call with SOHO (.5) includes review of P / L's (.5)

Samson bb - Plan of Reorganization 03/29/19 0:30:00 0.5 $565.00 $ 282.50 Call with AF team Mr. Angelique to discuss submitted plan, includes cash position and expectation of Parent (.5)


Lebwohl aa - Cash Management & Analysis

03/31/19 2:30:00 2.5 $410.00 $ 1,025.00 Work on budget, actuals tracking

Lebwohl aa - Budget Preparation 04/01/19 3:00:00 3.0 $410.00 $ 1,230.00 Work on budget updates. Samson aa - Cash Flow Projection 04/01/19 3:00:00 3.0 $565.00 $ 1,695.00 Meeting with financial team,

includes CFO, controller Mr. Lam and team to discuss feasibility and update projections (3) (3PM to 6PM)


04/01/19 2:24:00 2.4 $410.00 $ 984.00 Meetings and conversations with N. Patel and P. Mangat regarding financial reporting


04/01/19 1:30:00 1.5 $410.00 $ 615.00 Meetings with M. Samson and M. Comunalazzi regarding creditor issues and budget projections.

Samson aa - Negotiations - Agreements 04/01/19 1:30:00 1.5 $565.00 $ 847.50 Face meeting at company with CFO, and financial team to go through all landlord cures and 502(b)6 claims (1.5)

Samson aa - Negotiations - Agreements 04/01/19 1:00:00 1.0 $565.00 $ 565.00 Call with CFO (Matteo) and AF (6 PM) (.6) team to discuss updates on landlords. Includes follow-up throughout the evening

Lebwohl bb - Claims Analysis & Negotiate

04/01/19 0:48:00 0.8 $410.00 $ 328.00 Coordinate response regarding NYS tax issues

Samson aa - Cash Flow Projection 04/02/19 2:30:00 2.5 $565.00 $ 1,412.50 Update the actual versus budget (.8) and roll forward (.7)for feasibility in prep for meetings with Arent Fox team 1.5


04/02/19 2:12:00 2.2 $410.00 $ 902.00 Analysis of budget drivers


04/02/19 2:00:00 2.0 $565.00 $ 1,130.00 Daily review of cash management (.5), correspondence with vendors (1). Includes HR issue with contract. (.5) and other issues

Samson aa - Negotiations - Agreements 04/02/19 1:00:00 1.0 $565.00 $ 565.00 Continued correspondence on cures and 502(b)6 agreements (1)

Lebwohl bb - Bankruptcy Consult 04/02/19 2:06:00 2.1 $410.00 $ 861.00 Work on issues related to claims, vendor balances



04/03/19 5:54:00 5.9 $410.00 $ 2,419.00 Weekly actuals update on budget; Adjustment to budget projections; analysis of store closings.


04/03/19 2:00:00 2.0 $565.00 $ 1,130.00 Daily review of cash management (1), includes correspondence with vendors and other management issues (1).

Samson aa - Negotiations - Agreements 04/03/19 3:00:00 3.0 $565.00 $ 1,695.00 Continued negotiations with landlords on cures and claims, includes SF, Philadelphia sub tenant and other rejected landlord (1.5). Includes call with Madison (.5). Includes correspondence throughout the day with Arent Fox team on all landlords (1)


04/04/19 1:12:00 1.2 $410.00 $ 492.00 Weekly actuals update


04/04/19 2:00:00 2.0 $565.00 $ 1,130.00 Daily review of cash management (1), correspondence with vendors (1) includes discussions on week 4 AvB.

Samson aa - Meetings 04/04/19 1:30:00 1.5 $565.00 $ 847.50 Meeting at Madison location to discuss closing at all locations with Damani and Jodie (1.5)

Samson aa - Negotiations - Agreements 04/04/19 1:00:00 1.0 $565.00 $ 565.00 Continued negotiations with landlords and correspondence (.4) and discussions the Arent Fox team throughput the day (.6)


04/05/19 0:42:00 0.7 $410.00 $ 287.00 Finish weekly actuals update


04/05/19 2:00:00 2.0 $565.00 $ 1,130.00 Daily review of cash management and vendor issues (1). Includes discussion with Florida Power (.2) and update on week 4 actual performance (.8)

Samson bb - Plan of Reorganization 04/05/19 3:00:00 3.0 $565.00 $ 1,695.00 Review draft Plan documents and deceleration (2), includes call with AF on objections and correspondence throughout the


day (1)

Samson bb - Fee / Employment Application

04/06/19 1:30:00 1.5 $565.00 $ 847.50 Create and review fee app for March

Lebwohl aa - Cash Flow Projection 04/07/19 1:00:00 1.0 $410.00 $ 410.00 Proofread Week 4 Actual vs. Budget

Lebwohl aa - Budget Preparation 04/08/19 2:00:00 2.0 $410.00 $ 820.00 Work on AvB and review comments by M. Samson

Samson aa - Cash Flow Projection 04/08/19 2:30:00 2.5 $565.00 $ 1,412.50 Review of draft cash flow (.9), completion of actual vs budget plus projection for feasibility (1.6)


04/08/19 1:12:00 1.2 $565.00 $ 678.00 Review daily cash balance and ages AP (.6), includes correspondence and calls with specific vendors throughout the day. (.6)


04/08/19 0:36:00 0.6 $565.00 $ 339.00 Update on store closing and other tasks post confirmations, includes MOR, stub period and quarterly reports discussion with management and Mr. Lebwohl. (.6)

Samson aa - Negotiations - Agreements 04/08/19 1:36:00 1.6 $565.00 $ 904.00 Continued negotiations and analysis of cures and objections, includes Johnson, Shoppertrak (.6), Philly (.4)and cleanup of landlord damage claims (Simon 13 leases) (.6)

Samson bb - Plan of Reorganization 04/08/19 1:30:00 1.5 $565.00 $ 847.50 Continued review of draft POR and Samson disclosure statement (1.5)

Samson aa - Cash Flow Projection 04/09/19 2:00:00 2.0 $565.00 $ 1,130.00 Discussion of cash flow with Mr. Lebwohl (.6) (FA Getzler) update of latest cash position (.6) and continued projection and analysis of damage claims and cures (.8)


04/09/19 0:48:00 0.8 $565.00 $ 452.00 Correspondence and discussion with vendors throughout the day


(.8) on CIA


04/09/19 0:36:00 0.6 $565.00 $ 339.00 Discussion and correspondence on Visa Master class action law suit recovery with AF, and CFO on potential claim in excess of $250K (.6)


04/09/19 1:48:00 1.8 $565.00 $ 1,017.00 Daily review of cash balance (.4), includes review of aged AP (.6) and unpaid unsecured general creditors. Includes discussions with the CFO throughout the day on various issues (.8) including SpA balances pre and post petition

Samson aa - Negotiations - Agreements 04/09/19 1:00:00 1.0 $565.00 $ 565.00 Continued correspondence and discussions on Philadelphia sublease (.2), continued review of Simon cures over several properties (.6) and confirmation of cures paid (.2)

Lebwohl bb - Bankruptcy Consult 04/09/19 5:00:00 1.3 $410.00 $ 533.00 Calls with M. Samson regarding feasibility analysis

Lebwohl bb - Bankruptcy Consult 04/09/19 5:00:00 3.7 $410.00 $ 1,517.00 Work on feasibility analysis Samson bb - Plan of Reorganization 04/09/19 1:00:00 1.0 $565.00 $ 565.00 Review changes to draft POR (1) Samson aa - Cash Flow Projection 04/10/19 2:36:00 2.6 $565.00 $ 1,469.00 Final review of AvB (.9) includes

final review of projections for 13 weeks (1.1), includes final review of cash position to prep for meeting with Arent Fox team (.6). Includes conversations with Mr. Lebwohl from Getzler Henrich


04/10/19 3:42:00 3.7 $410.00 $ 1,517.00 Work on weekly Actual Versus Budget


04/10/19 1:18:00 1.3 $565.00 $ 734.50 Correspondence with various vendors and management .6 includes review of Aged AP to plan confirmation payments (.7)


Samson aa - Negotiations - Agreements 04/10/19 1:12:00 1.2 $565.00 $ 678.00 Call with Simon, Mr. Tucker and team (.6), includes follow through correspondence and payment of cures totaling $148K (.6)

Lebwohl bb - Bankruptcy Consult 04/10/19 1:18:00 1.3 $410.00 $ 533.00 Work on feasibility analysis Samson bb - Plan of Reorganization 04/10/19 2:24:00 2.4 $565.00 $ 1,356.00 Review changes to court motions

including all documents (Samson Disclosure, plan, disclosure and court orders) (2.4)


04/11/19 1:24:00 1.4 $565.00 $ 791.00 Daily review of cash balance (.4), and payment to vendors (.6). Includes correspondence with vendors and management (.4)

Samson bb - Court Hearing Prep 04/11/19 1:48:00 1.8 $565.00 $ 1,017.00 Final review of folder of all motions for court, specifically Samson declaration, feasibility and releases

Samson bb - Plan of Reorganization 04/11/19 3:00:00 3.0 $565.00 $ 1,695.00 Meeting at Arent Fox with Mr. Angelique, Mr. Mayo to go over all aspects of the plan, cash flow projections and actual versus budget for court hearing. Meeting lasted 3 hours including prep


04/12/19 1:00:00 1.0 $565.00 $ 565.00 Review daily cash balances pre-court, includes confirming payments to prepetition creditors, and correspondents (1)


04/12/19 1:00:00 1.0 $565.00 $ 565.00 Review daily cash balances pre-court, includes confirming payments to prepetition creditors, and correspondents (1)


04/12/19 1:00:00 1.0 $565.00 $ 565.00 Call with SpA and Diesel USA management to discuss the court hearing successful confirmation (.5), includes follow-up corresponded on communication, includes possible WSJ article (.4)


Samson aa - Negotiations - Agreements 04/12/19 0:54:00 0.9 $565.00 $ 508.50 Strategy to speak with landlords what to leave. Includes several calls with Mr., Matteo (CFO) and emails to Jodie. (.9)

Samson aa - Negotiations - Agreements 04/12/19 0:36:00 0.6 $565.00 $ 339.00 Correspondence and conclusion of Philadelphia sub tenant agreement with Rachael Skigen and Khezri (.6)

Samson aa - Travel 04/12/19 4:00:00 4.0 $282.50 $ 1,130.00 Travel to court and back (Washington to Wilmington and Wilmington to Penn door to door

Samson bb - Court Hearing Prep 04/12/19 2:12:00 2.2 $565.00 $ 1,243.00 Meeting at Young Conway pre court with the Arent Fox team led by Mr. Angelique (2), including court hearing (.2)


EXHIBIT C

Itemized Expenses


Getzler Henrich Staffing Expense Detail - March 5 to April 12

Timekeeper Expense Category Date Qty Price Total Description

Samson Transportation - Train 03/06/19 1.0 $404.00 $ 404.00 Amtrak to and from court hearing

Samson Accommodations 03/06/19 1.0 $342.56 $ 342.56 Hotel for court hearing, includes dinner

Samson Transportation - Taxi 03/06/19 1.0 $73.08 $ 73.08

Cabs to Pen and Back, includes cab from Delaware to hotel21.36 + 9.96 + 26.76 + 15 (cash) 73.08


18.36+ 30.96 (Late Night) = 49.32 Took cabs instead of subway so that I could participate in conference calls

Samson Meals - Breakfast 03/06/19 1.0 $40.00 $ 40.00 Breakfast and dinner (Cash)

Lebwohl Transportation - Car Service 03/07/19 1.0 $43.10 $ 43.10 Uber to and from client site

Samson Transportation - Taxi 03/12/19 1.0 $19.00 $ 19.00 Cab from Diesel

Lebwohl Transportation - Car Service 03/15/19 1.0 $60.15 $ 60.15 Ubers back and forth from client site

Lebwohl Transportation - Car Service 03/19/19 1.0 $19.27 $ 19.27 Uber from client site to GH offices

Samson Blackberry / Internet 03/29/19 1.0 $40.00 $ 40.00 Prorated - full month $160 charged 25%


Cabs to and from meeting with Diesel worked until past 8:30

Samson Transportation - Taxi 04/01/19 1.0 $40.62 $ 40.62 Taxi to and from Diesel

Samson Transportation - Train 04/12/19 1.0 $388.00 $ 388.00

train from Washington to Wilmington and then to NYC (Penn)


Cabs to station, attorney and then back to DE station and cabs from Pen to destination (1 trip cash $10) 19.79+17.16+18.96 + 10

Samson Meals - Breakfast 04/12/19 1.0 $13.75 $ 13.75 Breakfast on train court

$ 1,638.76 TOTAL EXPENSES


IN THE UNITED STATES BANKRUPTCY COURT FOR THE ... cie/docket no. 126...bb - Case Administration 32.6...

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Transcript of IN THE UNITED STATES BANKRUPTCY COURT FOR THE ... cie/docket no. 126...bb - Case Administration 32.6...