Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 1 of 156 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: MERCANTILE BANCORP, INC., Debtor. ) ) ) ) ) ) ) ) Chapter 11 Case No. 13-11634 (KJC) Objection Deadline: October 15, 2013, at 4:00 p.m., prevailing Eastern Time Hearing Date: Scheduled Only If Necessary FIRST MONTHLY APPLICATION OF KIRKLAND & ELLIS LLP, ATTORNEYS FOR THE OFFICIAL COMMITTEE OF TRUST PREFERRED SECURITIES HOLDERS FOR ALLOWANCE OF COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED FROM JULY 15, 2013 THROUGH AUGUST 31, 2013 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Kirkland & Ellis LLP Official Committee of Trust Preferred Securities Holders Order Retaining Kirkland & Ellis LLP nunc pro tunc to July 15, 2013 entered September 6, 2013 [Docket No. 143] Period for Which Compensation and Reimbursement is Sought: July 15, 2013 through August 31, 2013 Amount of Compensation Sought as Actual, Reasonable, and Necessary: $631,469.60 (80% of $789,337.00) Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary: $14,372.57 This is a X monthly interim final application. The total time expended for fee application preparation this Fee Period is approximately 9.80 hours and the corresponding compensation requested is approximately $5,490.00
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 2 of 156 The K&E attorneys who rendered professional services in this case during the Fee Period are: 1 Attorney Position with the Applicant and Year Admitted Department Hourly Billing Rate Total Billed Hours Total Compensation Thad Davis Partner 2005 Taxation $845.00 42.90 $36,250.50 Edwin S. del Hierro, P.C. Partner 1986 Corporate $1,025.00 65.80 $67,445.00 John P. Del Monaco Partner 2005 Litigation $780.00 140.30 $109,434.00 Jeffrey Gettleman Partner 1974 Restructuring $835.00 256.20 $213,927.00 Kuan Huang Associate 2012 Litigation $565.00 125.80 $71,077.00 Mike Jones Associate 2011 Restructuring $565.00 6.40 $3,616.00 Julie Kunetka Of Counsel 1989 Corporate $835.00 3.30 $2,755.50 William Levy, P.C. Partner 1988 Taxation $1,025.00 4.30 $4,407.50 Elizabeth M. Locke Partner 2005 Litigation $755.00 2.80 $2,114.00 Dustin Paige Associate 2012 Restructuring $495.00 2.80 $1,386.00 Joel A. Peters-Fransen Associate 2010 Taxation $670.00 4.20 $2,814.00 Benjamin Rhode Associate 2012 Restructuring $495.00 327.10 $161,914.50 David Seligman, P.C. Partner 1996 Restructuring $1,025.00 27.40 $28,085.00 Joseph Serino, Jr., P.C. Partner 1988 Litigation $975.00 67.30 $65,617.50 Totals for Attorneys 1,076.60 $770,843.50 The paraprofessionals of K&E who rendered professional services in this case during the Fee Period are: Paraprofessional Position with the Applicant and Number of Years in the Position Department Hourly Billing Rate Total Billed Hours Total Compensation Andrew Brniak Legal Assistant 5 Years Restructuring $250.00 13.00 $3,250.00 Junelia J. Edwards Legal Assistant 3 Years Litigation $250.00 17.90 $4,475.00 Beth Friedman Legal Assistant 30 Years Restructuring $335.00 1.00 $335.00 Stephanie D. Frye Conflicts Administrative 11 Years Coordinator Services $255.00 13.00 $3,315.00 Kenneth Gazda Litigation Support Consultant 7 Years Litigation $275.00 1.00 $275.00 Daniel Hill Project Assistant 6 Months Restructuring $190.00 0.10 $19.00 Debbie Kakanas Legal Assistant 21 Years Litigation $335.00 12.20 $4,087.00 Nadia Lee Case Assistant 3 Years Litigation $190.00 0.50 $95.00 Robert Orren Legal Assistant 6 Years Restructuring $275.00 1.00 $275.00 Meghan Rishel Case Assistant 1 Year Litigation $185.00 1.50 $277.50 Conflicts Administrative Linda A. Scussel 9 Years $280.00 6.40 $1,792.00 Specialist Services Litigation Support Igor Shulkin 7 Years Litigation $225.00 0.50 $112.50 Specialist Research Administrative Library Research N/A $265.00 0.70 $185.50 Specialist Services Totals for Paraprofessionals 68.80 $18,493.50 1 Any capitalized terms not defined herein have the meaning ascribed to them in the Application. 2
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 3 of 156 Matter Number COMPENSATION BY PROJECT CATEGORY Matter Description Total Billed Hours Total Fees Requested 1 Bankruptcy Advice 53.50 $44,957.00 2 Asset Sale 851.80 $585,341.50 6 Avoidance Actions 4.70 $3,346.50 7 Case Administration 22.10 $13,799.50 8 Retention of Professionals 99.70 $52,967.00 9 K&E Fee Applications and Monthly Statement 9.80 $5,490.00 10 Other Professional Fee Applications 3.10 $2,520.50 11 Meetings of Creditors 22.50 $15,695.00 12 Tax Issues 63.00 $52,230.00 13 Travel 15.20 $12,990.00 Total 1,145.40 $789,337.00 Blended Rate: $689.14 K&E 27555133 3
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 4 of 156 EXPENSE SUMMARY Service Description Service Providers 2 (if applicable) Amount Third Party Telephone Charges InterCall $222.95 Standard Copies or Prints Internal (Kirkland & Ellis LLP) $594.50 Scanned Images Internal (Kirkland & Ellis LLP) $9.70 Production Blowbacks Internal (Kirkland & Ellis LLP) $254.40 Overnight Delivery Federal Express $129.92 Outside Messenger Services Comet Messenger Service Inc. $8.36 Local Transportation $72.00 Travel Expense $2,311.95 Airfare $3,714.82 Transportation to/from airport Boston Coach Transportation $1,277.56 Travel Meals $99.69 Court Reporter Fee/Deposition Transperfect Translations $4,642.65 Appearance Fees CourtCall LLC $90.00 Process Server Fees $385.50 Outside Copy/Binding Services Escribers LLC $289.77 Library Document Retrieval $25.00 Computer Database Research Restructuring Concepts LLC $80.00 Overtime Transportation $23.50 Overtime Meals - Attorney Seamlesss North American Inc. $140.30 Total $14,372.57 2 K&E may use one or more service providers. The service providers identified herein are the primary service providers for the categories described. K&E 27555133 4
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 5 of 156 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: MERCANTILE BANCORP, INC., Debtor. ) ) ) ) ) ) ) ) Chapter 11 Case No. 13-11634 (KJC) Objection Deadline: October 15, 2013, at 4:00 p.m., prevailing Eastern Time Hearing Date: Scheduled Only If Necessary FIRST MONTHLY APPLICATION OF KIRKLAND & ELLIS LLP, ATTORNEYS FOR THE OFFICIAL COMMITTEE OF TRUST PREFERRED SECURITIES HOLDERS FOR ALLOWANCE OF COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED FROM JULY 15, 2013 THROUGH AUGUST 31, 2013 Kirkland & Ellis LLP ( K&E ), attorneys to the Official Committee of Trust Preferred Securities Holders (the Committee ) of Mercantile Bancorp, Inc., debtor and debtor in possession in the above-captioned chapter 11 case (the Debtor ), hereby submits this application (this Application ), pursuant to (i) sections 328, 330, and 331 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code ), (ii) rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), (iii) rule 2016-2 of the Local Bankruptcy Rules for the District of Delaware (the Local Rules ), and (iv) the Order Granting Motion of Debtor Mercantile Bancorp, Inc. for an Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated August 6, 2013 [Docket No. 100] (the Interim Compensation Order ), for allowance of (i) compensation for services rendered in the aggregate amount of $789,337.00 and (ii) reimbursement of expenses incurred in the aggregate amount of $14,372.57 for the period of July 15, 2013 through August 31, 2013 (the Fee Period ). In accordance with the Interim Compensation Order, and in support of this Application, K&E respectfully represents as follows. K&E 27555133
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 6 of 156 Jurisdiction and Venue 1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper in this District pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief requested herein are sections 328, 330, and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 2016-2. Background 2. On June 27, 2013 (the Petition Date ), the Debtor filed its voluntary petition for relief under the Bankruptcy Code [Docket No. 1]. The Debtor continues in possession of its property and is operating its business pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in the Debtor s bankruptcy case. 3. On July 15, 2013 (the Appointment Date ), the United States Trustee appointed the Committee of Trust Preferred Securities [Docket No. 42]. The Committee is comprised of (i) Trapeza Capital Management, LLC as Collateral Manager for Trapeza CDO XIII, Ltd., (ii) Wilmington Trust Company as Indenture Trustee, Institutional Trustee, Delaware Trustee, and Guarantee Trustee for Mercantile Bancorp Capital Trust I, and (iii) US Capital Funding V Ltd. 4. On the Appointment Date, pursuant to section 1103(a) of the Bankruptcy Code, the Committee selected both K&E and Klehr Harrison Harvey Branzburg LLP as its co-counsel. On August 22, 2013, the Committee filed its application to retain and employ K&E as co-counsel to the Committee, which retention was approved nunc pro tunc to July 15, 2013, by this Court s order dated September 6, 2013 [Docket No. 143] (the Retention Order ). The Retention Order authorized the compensation of K&E on an hourly basis and reimbursement for actual and necessary non-overhead expenses. K&E 27555133 2
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 7 of 156 5. On August 6, 2013, this Court entered the Interim Compensation Order establishing procedures for the reimbursement of fees and expenses incurred by professionals in this chapter 11 case. Under the procedures set forth in the Interim Compensation Order, the Debtor will pay 80% of K&E s fees and 100% of K&E s expenses incurred in its representation of the Committee during the Fee Period. Interim Compensation Order 1(b). Relief Requested 6. By this Application, K&E seeks (i) allowance of $789,337.00 (of which, K&E is seeking payment of $631,469.60, representing 80% of the total fees requested) as compensation for reasonable and necessary professional services (the Services ) rendered by K&E during the Fee Period (representing 1,145.40 hours in professional and paraprofessional services); and (ii) allowance of $14,372.57 as reimbursement of K&E s actual and necessary expenses (the Expenses ) incurred during the Fee Period in connection with the rendition of the Services. 7. As required by sections 1103 and 328 of the Bankruptcy Code, K&E: (a) does not represent any other entity having an adverse interest in connection with this chapter 11 case; (b) does not represent or hold an interest adverse to the interests of the Debtor s estate; and (c) is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code. 8. K&E and certain of its partners and associates may have in the past represented, may currently represent, and likely in the future will represent parties in interest in connection with matters unrelated to the Debtor in this chapter 11 case. In the Declaration of David R. Seligman, P.C. in Support of the Official Committee of Trust Preferred Securities Holders Application for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP as Attorneys for the Official Committee of Trust Preferred Securities Holders Effective Nunc Pro Tunc to July 15, 2013 [Docket No. 134, Ex. B], filed on August 22, 2013 (the Seligman Declaration ), K&E disclosed its connections to parties in interest that it has been K&E 27555133 3
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 8 of 156 able to ascertain using its reasonable efforts. K&E will continue to update the Seligman Declaration, as necessary, if K&E becomes aware of relevant and material new information. 9. K&E has received no payment and no promises for payment from any source, for services rendered in connection with this chapter 11 case. There is no agreement or understanding between K&E and any other person (other than partners, counsel, and associates of K&E) for the sharing of compensation received for the services rendered in this chapter 11 case. Services Rendered and Expenses Incurred 10. All of the Services for which K&E seeks compensation were rendered for or on behalf of the Committee solely in connection with this chapter 11 case, in furtherance of the duties and functions of the Committee. K&E maintains written records of the time expended in the rendition of the professional services performed for the Committee. These records are maintained in the ordinary course of K&E s practice. 11. Attached hereto as Exhibit A is the detailed itemization and description of the Services that K&E rendered during the Fee Period. The rates listed in Exhibit A are K&E s hourly rates for services of this type. Based on these rates and the services performed by each individual during the Fee Period, the total reasonable value of such services rendered during the Fee Period is $789,337.00 (of which, K&E is seeking payment of $631,469.60, representing 80% of the total fees requested). K&E attorneys and paraprofessionals expended a total of 1,145.40 hours working on this chapter 11 case during the Fee Period. K&E s blended hourly rate for the services provided during the Fee Period is $689.14. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, the amount of fees requested is fair and reasonable given, among other things: (a) the complexity of this chapter 11 case; (b) the time K&E 27555133 4
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 9 of 156 expended; (c) the nature and extent of the services rendered; (d) the value of such services; and (e) the costs of comparable services other than in a case under the Bankruptcy Code. 12. Further, Exhibit A: (a) identifies the individuals that rendered services in each Project Category (as defined and described below); (b) describes each activity or service that each individual performed; and (c) states the number of hours (in increments of one tenth of an hour) spent by each individual providing the services. Each matter number in Exhibit A corresponds to the matter number that K&E assigned to the Project Category. If a Project Category does not appear, then K&E did not bill time or expenses for that Project Category during the Fee Period but may bill time for that Project Category in the future. 13. K&E also maintains contemporaneous records of all actual and necessary expenses incurred in connection with performing professional services. These expenses are included in Exhibit B, which contains a breakdown of the expenses incurred during the Fee Period, including the date the expense was incurred, a description of the charge, and the individual incurring the expense. K&E has incurred actual and necessary out-of-pocket expenses during the Fee Period in the amount of $14,372.57. 14. It is K&E s policy to charge its clients in all areas of practice for identifiable, non-overhead expenses incurred in connection with the client s cases that would not have been incurred except for representation of that particular client. It is also K&E s policy to charge its clients only the amount actually incurred by K&E in connection with such items. Examples of such expenses are postage, overnight mail, courier delivery, transportation, computer-assisted legal research, photocopying, airfare, meals, and lodging. In accordance with Local Rule 2016-2(d)(viii), all non-working travel is billed at 50% of K&E s regular hourly rates. K&E 27555133 5
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 10 of 156 15. Pursuant to the engagement letter between K&E and the Committee, attached as Exhibit 1 to the Retention Order, K&E professionals may charge their overtime meals and overtime transportation to the Committee consistent with K&E s customary practices. 16. In accordance with Local Rule 2016-2, K&E charges $0.10 per page for standard duplication. K&E has negotiated a discounted rate for Westlaw computer-assisted legal research. Computer-assisted legal research is used whenever the researcher determines that using Westlaw is more cost-effective than using traditional (non-computer-assisted legal research) techniques. 17. To provide an orderly summary of the services rendered and expenses incurred by K&E on behalf of the Committee, and in accordance with the U.S. Trustee Guidelines, K&E has established separate project billing categories in connection with this case, including the following project categories (the Project Categories ) that were billed to during the Fee Period: Matter Matter Description Number 1 Bankruptcy Advice 2 Asset Sale 6 Avoidance Actions 7 Case Administration 8 Retention of Professionals 9 K&E Fee Applications and Monthly Statement 10 Other Professional Fee Applications 11 Meetings of Creditors 12 Tax Issues 13 Travel 18. The following summary is intended to highlight key services rendered by K&E in certain Project Categories 1 where K&E has expended a considerable number of hours on behalf of the Committee, and is not meant to be a detailed description of all of the work performed. 1 Specifically, Project Categories Avoidance Actions, Other Professional Fee Applications, and Travel are not discussed because the time billed to them was minimal. K&E 27555133 6
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 11 of 156 Detailed descriptions of the day-to-day services provided by K&E and the time expended performing such services in each Project Category are fully set forth in Exhibit A hereto. Such detailed descriptions demonstrate that K&E was heavily involved in the performance of services for the Committee on a daily basis, including night and weekend work, often under extreme time constraints, to meet the needs of the Committee in this chapter 11 case. This case required substantial and continuing efforts on the part of the Committee and its professional advisors, including K&E, to address the complex and time-sensitive issues that this case presents. (a) Bankruptcy Advice Matter No. 1 (Fees: $44,957.00; Hours: 53.50) 19. During the Fee Period, K&E provided general bankruptcy advice to the Committee. This Project Category captures K&E s services relating to the overall strategy for the case. It also captures K&E s services relating to miscellaneous bankruptcy issues that arose during the Fee Period that were not covered by other Project Categories. One such issue was the Committee s concern that the Debtor s cash, held in an account at Mercantile Bank, was at risk should the FDIC seize Mercantile Bank. This Project Category also covers drafting and review of documents and pleadings filed in this bankruptcy case, and discussion and negotiation related to the relief sought therein. (b) Asset Sale Matter No. 2 (Fees: $585,341.50; Hours: 851.80) 20. Litigation Regarding the Sale Process. On the Petition Date, the Debtor filed its Motion of Debtor Mercantile Bancorp, Inc., Pursuant to Sections 105(a), 363 and 365 of the Bankruptcy Code, for an Order (i)(a) Approving Procedures in Connection with the Sale of All of the Debtor s Shares in Mercantile Bank and the Related Trademark for Mercantile Bank s K&E 27555133 7
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 12 of 156 M Logo; (b) Approving the Stalking Horse Bidder Fee; (c) Scheduling the Related Auction and Hearing to Consider Approval of Sale; (d) Approving Procedures Related to the Assumption of Certain Executory Contracts and Unexpired Leases; (e) Approving the Form and Manner of Notice Thereof; and (f) Granting Related Relief; and (ii)(a) Authorizing the Sale of All of the Debtor s Shares in Mercantile Bank and the Related Trademark for Mercantile Bank s M Logo Pursuant to the Successful Bidder s Purchase Agreement Free and Clear of Liens, Claims, Encumbrances, and Other Interests; (b) Approving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases Related Thereto; and (c) Granting Related Relief (the Sale Motion ). The Sale Motion sought Court approval of the proposed terms and conditions upon which substantially all of the Debtor s assets would be sold, including Mercantile Bank. 21. The sale process, as contemplated by the Sale Motion, was extremely expedited. Originally, the bid procedures hearing was scheduled to take place only nine days after the Committee s Appointment Date and the sale hearing was scheduled to take place only 32 days after the Appointment Date. On July 22, 2013, K&E attended an emergency scheduling hearing at which this Court continued the bid procedures hearing to August 5, 2013. At the bid procedures hearing, this Court then continued the sale hearing until September 16, 2013. This timeframe imposed severe time constraints under which K&E had no choice but to analyze and perform factual diligence, discovery, and legal research on an extremely time-compressed basis, regarding the proposed sale and the proposed bid procedures. 22. K&E s initial analysis of the bid procedures revealed a number of potential flaws, and K&E began drafting a comprehensive objection to the bid procedures. K&E completed and filed this objection on July 31, 2013 the objection deadline only 16 days after the Committee K&E 27555133 8
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 13 of 156 had retained K&E. K&E also prepared an additional objection, to the sale itself, which was filed on September 10, 2013. These objections required significant amounts of legal research, factual diligence, and coordination with the Committee and its financial advisors. Specifically, K&E reviewed and analyzed the appropriateness of the section 363 sale, the adequacy of the sale price, thousands of pages of discovery documents provided by the Debtor, the fairness of the proposed bid procedures and whether they were in the estate s best interest, the appropriateness of the deal protections offered to the stalking horse bidder, the necessity of the expedited timeline, and the terms of the proposed purchase agreement. 23. After filing each of the objections, K&E devoted itself to preparing for contested hearings on both the bid procedures and the sale itself. Among other things, K&E prepared for and took four depositions and defended two others, and continued to analyze and explore the issues raised in the objections. 24. Alternative Transaction. Contemporaneously with K&E s preparations for litigation, K&E also engaged in negotiations with investors potentially interested in an alternative transaction to the sale, which the Committee and its advisors believed would provide substantial value to the Debtor s estate. These efforts involved conferences with the potential investors to explain the transaction structure and its corresponding tax, regulatory, and other legal issues. They also involved preparing and negotiating term sheets, letters of intent, and commitment letters. Because of these efforts, the Committee was able to present two letters of intent for the Debtor s and the Court s consideration at the sale hearing. 25. FDIC Subpoena. This Project Category also includes legal services relating to the Committee s efforts to determine the amount of the cross guarantee liability that the FDIC will assert against Mercantile Bank, a critical purchase price adjustment to the price the Purchaser K&E 27555133 9
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 14 of 156 will pay for the assets. This included subpoenaing the FDIC, due to the refusal of the FDIC to provide key information relating to the amount of the cross guarantee liability. The Committee was forced to file a motion to compel the FDIC to provide the requested information, the FDIC moved to quash the Committee s subpoena, and a hearing was held on both motions in the Bankruptcy Court for the District of Columbia on September 9, 2013. (c) Case Administration Matter No. 7 (Fees: $13,799.50; Hours: 22.10) 26. This Project Category includes legal services relating to administrative tasks and coordination of this chapter 11 case. During the Fee Period, K&E prepared documents necessary for the efficient administration of the Committee s affairs, including drafting bylaws to govern internal Committee decisions. This Project Category also includes legal services relating to administrative items in this chapter 11 case including filing pro hac vice motions and reviewing and revising the proposed Interim Compensation Order. K&E s efforts in developing efficient and comprehensive methods of administering the Committee s needs ensured that the Committee was able to effectively carry out its fiduciary responsibilities to its constituents. (d) Retention of Professionals Matter No. 8 (Fees: $52,967.00; Hours: 99.70) 27. This Project Category includes legal services related to the retention and preparation and filing of retention applications for various professionals that the Committee has retained or is seeking to retain in this chapter 11 case. In particular, K&E worked with the Committee to identify, interview, and select potential financial advisors. The Committee ultimately interviewed seven financial advisors, with the result that Griffin Financial Group, LLC and (ii) C&Co/PrinceRidge LLC were selected as the Committee s financial advisors on K&E 27555133 10
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 15 of 156 July 19, 2013. As part of this process, K&E assisted the Committee in selecting appropriate professionals to interview, coordinating and moderating the interviews, guiding the Committee s follow-up discussions, and offering advice and perspective regarding each of the potential options and their respective proposed terms of engagement. (e) K&E Fee Applications and Monthly Statement Matter No. 9 (Fees: $5,490.00; Hours: 9.80) 28. This Project Category includes legal services rendered in connection with reviewing K&E s invoices to ensure compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the rules and guidelines set forth by the United States Trustee for the District of Delaware. It also includes time spent by K&E professionals and paraprofessionals during the Fee Period preparing and filing this monthly fee application. (f) Meetings of Creditors Matter No. 11 (Fees: $15,695.00; Hours: 22.50) 29. This Project Category includes legal services rendered in connection with Committee meetings. During the Fee Period, the expedited sales process resulted in numerous issues that required the Committee s immediate attention. The majority of these issues dealt with the proposed section 363 sale and the Committee s proposed alternative transaction, and required discussion among the individual Committee members. Thus, they were best resolved through telephonic Committee meetings organized by K&E, at which K&E was able to discuss these issues with the Committee members, their individual counsel, and other Committee professionals. In this manner, K&E was able to assist the Committee in formulating positions with respect to such issues. K&E also took and formalized minutes of each Committee meeting. Through these Committee meetings, along with communication with individual Committee K&E 27555133 11
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 16 of 156 members, K&E assisted the Committee in (i) fulfilling its obligations to its constituents and (ii) making informed decisions regarding the numerous issues that have arisen in this case. (g) Tax Issues Matter No. 12 (Fees: $52,230.00; Hours: 63.00) 30. This Project Category includes time spent by K&E professionals and paraprofessionals conducting legal services, preparing correspondence and pleadings, and generally advising the Committee on tax issues relating to or arising during this chapter 11 case. Among other things, this Project Category includes services in connection with analyzing the tax consequences of various alternative transaction structures. Notice 31. K&E has provided notice of this Application to (i) the Debtor; (ii) counsel to the Debtor; and (iii) the Office of the United States Trustee. The Committee submits that under the circumstances and pursuant to paragraph 1(a) of the Interim Compensation Order, no further notice is necessary. No Prior Request 32. No prior request for the relief sought herein has been made to this or any other court. [Remainder of page intentionally left blank.] K&E 27555133 12
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 17 of 156 WHEREFORE, K&E respectfully requests that it be (i) allowed payment of $631,469.60, representing 80% of the $789,337.00 of fees incurred for reasonable and necessary professional and paraprofessional services rendered by K&E during the Fee Period; (ii) allowed payment of $14,372.57 as 100% reimbursement of K&E s actual and necessary expenses incurred during the Fee Period in connection with the rendition of the professional and paraprofessional services; and (iii) that such fees and expenses be allowed and paid as administrative expenses of the Debtor s estate pursuant to section 503(b)(2) of the Bankruptcy Code. Dated: September 25, 2013 Chicago, Illinois /s/ Jeffrey W. Gettleman KIRKLAND & ELLIS LLP David R. Seligman, P.C., Esquire Jeffrey W. Gettleman, Esquire 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: david.seligman@kirkland.com jeffrey.gettleman@kirkland.com K&E 27555133
Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 18 of 156 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: MERCANTILE BANCORP, INC., Debtor. STATE OF ILLINOIS ) ) ss: COUNTY OF COOK ) ) ) ) ) ) ) ) Chapter 11 Case No. 13-11634 (KJC) VERIFICATION Jeffrey W. Gettleman, after being duly sworn according to law, deposes and says: 1. I am a partner with the applicant firm, Kirkland & Ellis LLP, and have been admitted to appear before this Court. 2. I have personally performed many of the legal services rendered by Kirkland & Ellis LLP as bankruptcy counsel to the Committee and am familiar with all other work performed on behalf of the Committee by the lawyers and other persons in the firm. 3. I have reviewed Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware and believe that the Application of Kirkland & Ellis LLP complies with such rule. 4. The facts set forth in the Application are true and correct to the best of my knowledge, information, and belief. Dated: September 25, 2013 Chicago, Illinois /s/ Jeffrey W. Gettleman Jeffrey W. Gettleman K&E 27555133
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Case 13-11634-KJC Doc 193 Filed 09/25/13 Page 149 of 156 Exhibit B Expense Records of Kirkland & Ellis LLP K&E 27555133
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Case 13-11634-KJC Doc 193-1 Filed 09/25/13 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) MERCANTILE BANCORP, INC., ) Case No. 13-11634 (KJC) ) Debtor. NOTICE OF APPLICATION ) Objection Deadline: October 15, 2013 at 3:00 p.m. ET ) Hearing Date: Scheduled only if necessary. Kirkland & Ellis LLP has filed its First Monthly Application for Payment of Compensation and Reimbursement of Expenses (the Application ), which seeks the approval and payment of fees and expenses incurred as attorneys for the Official Committee of Trust Preferred Securities Holders for the period from July 15, 2013 through August 31, 2013 seeking payment of fees and reimbursement of expenses. The Application is submitted pursuant to the Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (Docket No. 100) (the Administrative Order ). You are required to file a response, if any, to the Application on or before October 15, 2013 at 4:00 P.M. (ET). At the same time, you must also serve a copy of the response upon the following: Brandy Willer Mercantile Bancorp, Inc. 200 North 33 rd Street Quincy, IL 62301 Jeffrey W. Gettleman, Esq. Kirkland & Ellis LLP 300 North LaSalle Street Chicago, IL 60601 Domenic E. Pacitti, Esq. Klehr Harrison Harvey Branzburg LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware 19801 Richard A. Chesley, Esq. Kimberly D. Newmarch, Esq. DLA Piper LLP 203 North LaSalle Street, Suite 1900 Chicago, IL 60601 Stuart M. Brown, Esq. DLA Piper LLP 919 N. Market Street, Suite 1500 Wilmington, DE 19801 Mark Kenney, Esq. The Office of the United States Trustee for the District of Delaware 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THEN 80% OF THE FEES AND 100% OF THE EXPENSES REQUESTED IN THE APPLICATION MAY BE PAID PURSUANT TO THE ADMINISTRATIVE ORDER WITHOUT FURTHER NOTICE, HEARING, OR ORDER OF THE COURT. PHIL1 3084818v.1
Case 13-11634-KJC Doc 193-1 Filed 09/25/13 Page 2 of 2 IF A TIMELY OBJECTION IS FILED AND SERVED, THEN PAYMENT WILL BE MADE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE ADMINISTRATIVE ORDER AND A HEARING WILL BE HELD. Dated: September 25, 2013 Wilmington, Delaware /s/ Domenic E. Pacitti KLEHR HARRISON HARVEY BRANZBURG LLP Domenic E. Pacitti, Esquire (DE Bar No. 3989) 919 Market Street, Suite 1000 Wilmington, Delaware 19801-3062 Telephone: (302) 576-1600 Facsimile: (302) 576-1100 Email: dpacitti@klehr.com -and- Morton R. Branzburg, Esquire 1835 Market Street Philadelphia, PA 19103 Telephone: (215) 569-2700 Facsimile: (215) 568-6603 Email: mbranzburg@klehr.com KIRKLAND & ELLIS LLP David R. Seligman, P.C., Esquire Jeffrey W. Gettleman, Esquire 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: david.seligman@kirkland.com jeffrey.gettleman@kirkland.com -and- Joseph Serino Jr., P.C., Esquire John Del Monaco, Esquire 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: jserino@kirkland.com john.delmonco@kirkland.com Counsel to The Official Committee of Trust Preferred Securities Holders PHIL1 3084818v.1