ftd companies, inc., et al 1 case no. 19-11240 (lss...

RLF1 21323311v.6

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

FTD Companies, Inc., et al.,1

Debtors.

: : : : : : : : : :

Chapter 11 Case No. 19-11240 (LSS)

(Jointly Administered)

Obj. Deadline: June 25, 2019 at 4:00 p.m. (ET) Hearing Date: July 2, 2019 at 2:00 p.m. (ET)

DEBTORS' APPLICATION TO RETAIN AND EMPLOY

RICHARDS, LAYTON & FINGER, P.A. AS CO-COUNSEL PURSUANT TO SECTION 327(A) OF THE BANKRUPTCY CODE,

BANKRUPTCY RULES 2014(A) AND 2016 AND LOCAL RULE 2014-1, NUNC PRO TUNC TO THE PETITION DATE

FTD Companies, Inc. ("FTD") and certain of its direct and indirect domestic subsidiaries,

as debtors and debtors in possession (collectively, the "Debtors"), hereby submit this application

(the "Application") for entry of an order, substantially in the form attached hereto as Exhibit A

(the "Proposed Order"), pursuant to section 327(a) of title 11 of the United States Code (the

"Bankruptcy Code"), rules 2014(a) and 2016 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"),

1 The Debtors are the following 15 entities (the last four digits of their respective taxpayer identification numbers, if any, follow in parentheses): FTD Companies, Inc. (5852); Bloom That, Inc. (9936); Florists' Transworld Delivery, Inc. (6960); FlowerFarm, Inc. (2852); FSC Denver LLC (7104); FSC Phoenix LLC (7970); FTD, Inc. (1271); FTD.CA, Inc. (7556); FTD.COM Inc. (4509); FTD Group, Inc. (9190); FTD Mobile, Inc. (7423); Giftco, LLC (5832); Provide Cards, Inc. (3462); Provide Commerce LLC (0019); and Provide Creations, Inc. (8964). The Debtors' noticing address in these chapter 11 cases is 3113 Woodcreek Drive, Downers Grove, IL 60515.

Case 19-11240-LSS Doc 108 Filed 06/11/19 of 10

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authorizing the Debtors to retain and employ Richards, Layton & Finger, P.A. ("RL&F") as their

co-counsel. In support of this Application, the Debtors respectfully represent as follows:

JURISDICTION AND VENUE

1. The United States Bankruptcy Court for the District of Delaware (the "Court") has

jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing

Order of Reference from the United States District Court for the District of Delaware, dated

February 29, 2012. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). The

Debtors confirm their consent, pursuant to Local Rule 9013-1(f), to the entry of a final order by

the Court in connection with the Application to the extent that it is later determined that the

Court, absent consent of the parties, cannot enter final orders or judgments in connection

herewith consistent with Article III of the United States Constitution. Venue is proper in this

Court pursuant to 28 U.S.C. §§ 1408 and 1409.

BACKGROUND

2. On June 3, 2019 (the "Petition Date"), each of the Debtors commenced a case

under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). The Debtors'

chapter 11 cases (collectively, the "Chapter 11 Cases") are consolidated for procedural purposes

only and administered jointly. The Debtors are authorized to continue to operate their businesses

and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of

the Bankruptcy Code.

3. A comprehensive description of the Debtors' businesses and operations, capital

structure and the events leading to the commencement of these Chapter 11 Cases can be found in

the Declaration of Scott D. Levin in Support of First-Day Pleadings (the "First Day


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Declaration") [Docket No. 3], which was filed on the Petition Date and is incorporated herein by

reference.2

RELIEF REQUESTED

4. By this Application, the Debtors request authority to retain and employ RL&F as

co-counsel for the Debtors nunc pro tunc to the Petition Date, pursuant to section 327(a) of the

Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rule 2014-1. In support of

this Application, the Debtors submit the Affidavit of Daniel J. DeFranceschi, a director of

RL&F, annexed hereto as Exhibit B (the "DeFranceschi Affidavit"), and the Declaration of Scott

D. Levin, the President, Chief Executive Officer and Secretary of the Debtors, annexed hereto as

Exhibit C (the "Levin Declaration").

SCOPE OF SERVICES

5. The Debtors require RL&F to render a variety of legal services during the

pendency of these Chapter 11 Cases and to assist the Debtors in addressing the myriad issues that

may arise. Subject to further order of the Court, the Debtors request the employment and

retention of RL&F to render professional services, including, but not limited to:

a) advising the Debtors of their rights, powers and duties as debtors and debtors in possession under chapter 11 of the Bankruptcy Code;

b) assisting in preparing on behalf of the Debtors motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates;

c) taking action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of actions commenced

2 Capitalized terms used but not otherwise defined in this Motion shall have the meaning set forth in the First Day Declaration.


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against the Debtors in the Chapter 11 Cases, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the Debtors;

d) prosecuting on behalf of the Debtors any proposed chapter 11 disclosure statement and plan and seeking approval of all transactions contemplated therein and in any amendments thereto; and

e) performing other necessary or desirable legal services in connection with these Chapter 11 Cases.

6. In addition to those services set forth in paragraphs 5(a) through 5(e) above,

RL&F may perform all other services assigned to it by the Debtors, in consultation with Jones

Day, the Debtors' lead restructuring counsel. To the extent RL&F determines that such services

fall outside of the scope of services historically or generally performed by RL&F as co-counsel

in a bankruptcy case, RL&F will file a supplemental declaration.

BASIS FOR RELIEF REQUESTED

7. Under section 327(a) of the Bankruptcy Code, a debtor in possession "with the

court's approval, may employ one or more attorneys . . . that do not hold or represent an interest

adverse to the estate, and that are disinterested persons, to represent or assist the [debtor in

possession] in carrying out [its] duties under this title." 11 U.S.C. § 327(a). Such employment

may be based "on any reasonable terms and conditions of employment, including on a retainer,

on an hourly basis, on a fixed percentage fee basis, or on a contingent fee basis." 11 U.S.C §

328(a).

8. The Debtors believe that RL&F is well qualified to represent them in these

bankruptcy cases in an efficient and timely manner. The Debtors have selected RL&F as their

co-counsel because of the firm's extensive experience and knowledge in the field of debtors' and

creditors' rights, business reorganizations and liquidations under chapter 11 of the Bankruptcy


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Code, its expertise, experience and knowledge in practicing before the Court, its proximity to the

Court and its ability to respond quickly to emergency hearings and other emergency matters.

RL&F's services will enable the Debtors to execute faithfully their duties as debtors in

possession. In addition, as set forth in the DeFranceschi Affidavit, RL&F provided FTD, Inc.

and FTD Group, Inc. with legal services related to matters of corporate governance, affairs and

general corporate advice since March 2018. Furthermore, RL&F has represented and currently

represents Qurate Retail, Inc. (f/k/a Liberty Interactive Corporation) and Debtor Provide

Commerce LLC in connection with certain unclaimed property voluntary disclosure programs

since December 2016. Accordingly, RL&F has become familiar with and has developed an

understanding of the Debtors and their businesses.

9. To that end, RL&F has stated its desire and willingness to act in these Chapter 11

Cases and to render the necessary professional services as co-counsel to the Debtors.

10. In addition to this Application, the Debtors have filed, or expect to file shortly,

applications to employ (i) Jones Day, as lead restructuring counsel; (ii) Moelis & Company, as

investment banker; (iii) Piper Jaffray Companies, as investment banker; and (iv) Omni

Management Group, as administrative advisor. The Debtors may also file applications to

employ additional professionals. The Debtors understand the division of responsibilities

between these professionals and intend to monitor carefully these and any other professionals to

ensure a clear delineation of their respective duties and roles so as to prevent duplication of

efforts. The Debtors recognize that efficient coordination of efforts among the Debtors'

professionals will greatly add to the effective administration of these Chapter 11 Cases.


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PROFESSIONAL COMPENSATION

A. Professional Fees

11. The Debtors understand that RL&F intends to apply to the Court for allowance of

compensation and reimbursement of expenses in accordance with the applicable provisions of

the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any applicable orders of this

Court. In that regard, the Debtors and RL&F are developing a prospective budget and staffing

plan in a reasonable effort to comply with any requests for information and additional disclosures

that may be made by the Office of the United States Trustee for the District of Delaware (the

"U.S. Trustee"). Subject to the foregoing, the Debtors propose to pay RL&F its customary hourly

rates in effect from time to time as set forth in the DeFranceschi Affidavit. The Debtors submit

that these rates are reasonable.

12. RL&F's current hourly rates for matters related to these Chapter 11 Cases are

expected to be within the following ranges:

Position

Range of Current Hourly Rates

Directors $700 to $975 an hour

Counsel $635 to $650 an hour

Associates $350 to $530 an hour

Paraprofessionals $265 an hour

13. The principal professionals and paraprofessionals designated to represent the

Debtors and their current standard hourly rates are as follows:

a) Daniel J. DeFranceschi $925 per hour


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b) Paul N. Heath $800 per hour

c) Brett M. Haywood $505 per hour

d) Megan E. Kenney $420 per hour

e) Sarah E. Silveira $350 per hour

f) Rebecca V. Speaker $265 per hour

14. The Debtors understand that RL&F's hourly rates are set at a level designed to

compensate RL&F fairly for the work of its attorneys and paralegals and to cover fixed and

routine expenses. Hourly rates vary with the experience and seniority of the individuals

assigned. These hourly rates are subject to periodic adjustments to reflect economic and other

conditions (which adjustments will be reflected in the first RL&F fee application following such

adjustments) and are consistent with the rates charged elsewhere.

15. Other than the periodic adjustments described above, RL&F's hourly rates and

financial terms for the services performed prior to the Petition Date are identical to the hourly

rates and financial terms of the postpetition engagement proposed herein. The Debtors

understand that these hourly rates are consistent with the rates that RL&F charges other

comparable chapter 11 clients, regardless of the location of the chapter 11 case, and are not

significantly different from the rates that RL&F charges in non-bankruptcy representations.

None of RL&F's professionals included in this engagement have varied their rate based on the

geographic location of these Chapter 11 Cases. Notwithstanding the consistent hourly rates,

RL&F as a practice reviews all time charges and makes adjustments as necessary to correct any

inefficiency that may appear before billing.

16. Prior to the Petition Date, the Debtors paid RL&F total payments in the amount of

$170,044.47 (the "Retainer"). The Retainer payments were utilized as a retainer to cover fees


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and expenses actually incurred, as well as anticipated to be incurred, prior to, and in connection

with, the Debtors' restructuring and the commencement of the Chapter 11 Cases. The Debtors

propose that the remainder of the Retainer paid to RL&F and not expended for prepetition

services and disbursements be treated as an evergreen retainer to be held by RL&F as security

throughout these bankruptcy cases until RL&F's fees and expenses are awarded by final order

and payable to RL&F. Given the extensive nature of the services that RL&F will provide to the

Debtors, the retention of RL&F under an evergreen retainer is appropriate and necessary to

enable the Debtors to faithfully execute their duties as debtors and debtors in possession and to

implement the reorganization of the Debtors.

17. Other than as set forth in the DeFranceschi Affidavit, no arrangement is proposed

between the Debtors and RL&F for compensation to be paid in these Chapter 11 Cases. RL&F

has informed the Debtors that it has no agreement with any other entity to share any

compensation received, nor will any be made, except as permitted under Section 504(b)(1) of the

Bankruptcy Code.

B. Expenses

18. The Debtors understand that it is RL&F's policy to charge its clients in all areas of

practice for all expenses incurred in connection with the client's case. The expenses charged to

clients include, among other things, long-distance telephone charges, regular mail and express

mail charges, special or hand delivery charges, document processing charges, printing and

photocopying charges, travel expenses, expenses for "working meals," computerized research

charges and transcription costs, as well as non-ordinary overhead expenses such as secretarial

and certain other overtime. RL&F will charge the Debtors for these expenses in a manner and at


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rates consistent with charges made generally to RL&F's other clients or as previously fixed by

the Local Rules. The Debtors understand that it is RL&F's belief that it is fair to charge these

expenses to the client incurring them instead of increasing hourly rates and spreading these

expenses among all clients.

RL&F'S DISINTERESTEDNESS

19. To the best of the Debtors' knowledge and except as is disclosed in the

DeFranceschi Affidavit: (a) RL&F is a "disinterested person" under section 101(14) of the

Bankruptcy Code; (b) RL&F does not hold or represent an interest adverse to the Debtors'

estates; and (c) neither RL&F nor any attorney (including any director, counsel or associate) of

RL&F currently represents, or has in the past represented, or has any connection with, the

potential parties in interest set forth on Exhibit 3 to the DeFranceschi Affidavit.

BANKRUPTCY RULE 5002

20. As set forth in the DeFranceschi Affidavit, no attorney employed by RL&F,

including any director, counsel or associate of RL&F, has a connection with any United States

Bankruptcy Judge or the U.S. Trustee that would render RL&F's retention in these Chapter 11

Cases improper under Bankruptcy Rule 5002.

NOTICE

21. Notice of this Application shall be provided to: (a) the Office of the United States

Trustee for the District of Delaware; (b) the Debtors' 30 largest unsecured creditors on a

consolidated basis, as identified in their chapter 11 petitions; (c) Moore & Van Allen PLLC, as

counsel to Bank of America, N.A., as administrative agent under both the Debtors' prepetition

secured credit facility and proposed postpetition secured credit facility; and (d) all parties that


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have requested notice pursuant to Bankruptcy Rule 2002. A copy of this Application is available

on the website of the Debtors' notice and claims agent:

https://www.omnimgt.com/sblite/ftdcompanies/. In light of the nature of the relief requested in

this Application, the Debtors submit that no further notice is necessary.

NO PRIOR REQUEST

22. No previous request for the relief sought herein has been made by the Debtors to

this or any other court.

WHEREFORE, the Debtors respectfully request that the Court enter the Proposed Order,

substantially in the form attached hereto as Exhibit A, and grant them such other and further

relief to which the Debtors may be justly entitled.

Dated: June 11, 2019 Wilmington, Delaware

/s/ Scott D. Levin Scott D. Levin President and Chief Executive Officer


RLF1 21399649v.1


In re:


Debtors.

: : : : : : : : : :



Objection Deadline: June 25, 2019 at 4:00 p.m. (ET) Hearing Date: July 2, 2019 at 2:00 p.m. (ET)

NOTICE OF APPLICATION AND HEARING

PLEASE TAKE NOTICE that, on June 11, 2019, FTD Companies, Inc. and

certain of its direct and indirect domestic subsidiaries, as debtors and debtors in possession

(collectively, the “Debtors”) filed the Debtors' Application to Retain and Employ Richards,

Layton & Finger, P.A. as Co-Counsel Pursuant to Section 327(a) of the Bankruptcy Code,

Bankruptcy Rules 2014(a) and 2016 and Local Rule 2014-1, Nunc Pro Tunc to the Petition Date

(the “Application”) with the United States Bankruptcy Court for the District of Delaware (the

“Court”).

PLEASE TAKE FURTHER NOTICE that, any responses or objections to the

Application must be in writing and filed with the Clerk of the Court, 824 North Market Street,

3rd Floor, Wilmington, Delaware 19801 on or before June 25, 2019 at 4:00 p.m. (Eastern

Time).

1 The Debtors are the following 15 entities (the last four digits of their respective taxpayer identification

numbers, if any, follow in parentheses): FTD Companies, Inc. (5852); Bloom That, Inc. (9936); Florists’ Transworld Delivery, Inc. (6960); FlowerFarm, Inc. (2852); FSC Denver LLC (7104); FSC Phoenix LLC (7970); FTD, Inc. (1271); FTD.CA, Inc. (7556); FTD.COM Inc. (4509); FTD Group, Inc. (9190); FTD Mobile, Inc. (7423); Giftco, LLC (5832); Provide Cards, Inc. (3462); Provide Commerce LLC (0019); and Provide Creations, Inc. (8964). The Debtors’ noticing address in these chapter 11 cases is 3113 Woodcreek Drive, Downers Grove, IL 60515.

Case 19-11240-LSS Doc 108-1 Filed 06/11/19 Page 1 of 3

2 RLF1 21399649v.1

PLEASE TAKE FURTHER NOTICE that, if any objections to the Application

are received, the Application and such objections shall be considered at a hearing before The

Honorable Laurie Selber Silverstein, United States Bankruptcy Judge for the District of

Delaware, at the Court, 824 North Market Street, 6th Floor, Courtroom No. 2, Wilmington,

Delaware 19801 on July 2, 2019 at 2:00 p.m. (Eastern Time).

PLEASE TAKE FURTHER NOTICE THAT, IF NO OBJECTIONS TO

THE APPLICATION ARE TIMELY FILED, SERVED AND RECEIVED IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.


3 RLF1 21399649v.1


Respectfully submitted, /s/ Sarah E. Silveira Daniel J. DeFranceschi (No. 2732) Paul N. Heath (No. 3704) Brett M. Haywood (No. 6166) Megan E. Kenney (No. 6426) Sarah E. Silveira (No. 6580) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: [email protected] [email protected] [email protected] [email protected] [email protected] -and- Heather Lennox (admitted pro hac vice) Thomas A. Wilson (admitted pro hac vice) JONES DAY 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 Email: [email protected] [email protected] Brad B. Erens (admitted pro hac vice) Caitlin K. Cahow (admitted pro hac vice) JONES DAY 77 West Wacker Chicago, Illinois 60601 Telephone: (312) 782-3939 Facsimile: (312) 782-8585 Email: [email protected]

[email protected] PROPOSED ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION


RLF1 21323311v.6

Exhibit A

Proposed Order


RLF1 21323311v.6


In re:


Debtors.

: : : : : : :



ORDER AUTHORIZING THE DEBTORS TO RETAIN AND EMPLOY RICHARDS, LAYTON & FINGER, P.A. AS CO-COUNSEL PURSUANT TO

SECTION 327(a) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014(a) AND 2016 AND LOCAL RULE 2014-1, NUNC PRO TUNC TO THE PETITION DATE

Upon the application (the "Application"),2 filed by the above-referenced debtors

and debtors in possession (collectively, the "Debtors"), pursuant to, among other things, section

327(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rule 2014-1, for

entry of an order (the "Retention Order") authorizing the Debtors to retain and employ Richards,

Layton & Finger, P.A. ("RL&F") as co-counsel for the Debtors, nunc pro tunc to the Petition

Date, all as further described in the Application; and upon consideration of the DeFranceschi

Affidavit and the Levin Declaration; and the Court having determined that the relief requested in

the Application is in the best interests of the Debtors, their estates, their creditors, and other

parties in interest; and this Court having jurisdiction to consider the Application and the relief


2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.


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requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of

Reference from the United States District Court for the District of Delaware, dated as of

February 29, 2012; and this Court having found that this is a core proceeding pursuant to 28

U.S.C. § 157(b)(2); and this Court having found that venue of this proceeding and the

Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court

having found that the Debtors' notice of the Application and opportunity for a hearing were

appropriate under the circumstances and no other notice need be provided; and this Court having

reviewed the Application and having heard the statements in support of the relief requested

therein at a hearing, if any (the "Hearing"); and this Court having found that RL&F is a

"disinterested person" within the meaning of section 101(14) of the Bankruptcy Code; and this

Court having determined that the legal and factual bases set forth in the Application and at the

Hearing establish just cause for the relief granted herein; and upon all of the proceedings had

before this Court; and after due deliberation and sufficient cause appearing therefor, IT IS

HEREBY ORDERED THAT:

1. The Application is granted as set forth herein.

2. The Debtors are authorized, pursuant to sections 327(a) and 328(a) of the

Bankruptcy Code, to employ and retain RL&F as co-counsel to the Debtors on the terms and

conditions set forth in the Application and the DeFranceschi Affidavit, nunc pro tunc to the

Petition Date.

3. RL&F shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors' Chapter 11 Cases in

compliance with the applicable provisions of the Bankruptcy Code, Bankruptcy Rules, Local


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Rules, and any other applicable procedures and orders of the Court. RL&F will make reasonable

efforts to comply with the U.S. Trustee's requests for information and additional disclosures as

set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of

Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of

November 1, 2013, in connection with any interim and/or final fee application(s) to be filed by

RL&F in these Chapter 11 Cases.

4. The Retainer shall be treated as an evergreen retainer, and shall be held by RL&F

as security throughout the Debtors' bankruptcy cases until RL&F's fees and expenses are

awarded and payable to RL&F on a final basis.

5. The terms and conditions of this Retention Order shall be immediately effective

and enforceable upon its entry.

6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Retention Order in accordance with the Application.

7. The Court shall retain jurisdiction to hear and determine all matters arising from

or related to the implementation, interpretation and/or enforcement of this Retention Order.


RLF1 21323311v.6

Exhibit B

DeFranceschi Affidavit


RLF1 21323311v.6


In re:


Debtors.

: : : : : : :

Chapter 11

Case No. 19-11240 (LSS)


AFFIDAVIT OF DANIEL J. DEFRANCESCHI IN SUPPORT OF DEBTORS' APPLICATION TO RETAIN AND EMPLOY RICHARDS, LAYTON & FINGER,

P.A. AS CO-COUNSEL PURSUANT TO SECTION 327(A) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014(A) AND 2016 AND

LOCAL RULE 2014-1, NUNC PRO TUNC TO THE PETITION DATE

STATE OF DELAWARE )

) SS:

COUNTY OF NEW CASTLE )

Daniel J. DeFranceschi, being duly sworn, deposes and says:

1. I am an attorney admitted to practice in the State of Delaware and before this

Court, and a director of the firm of Richards, Layton & Finger, P.A. ("RL&F"). RL&F is a

Delaware law firm with offices at One Rodney Square, 920 North King Street, Wilmington,

Delaware 19801.



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2. I submit this affidavit in support of the foregoing application (the "Application")2

to provide certain disclosures in accordance with the Bankruptcy Code, the Bankruptcy Rules

and the Local Rules. Unless otherwise stated in this affidavit, I have personal knowledge of the

facts set forth herein. To the extent that any information disclosed herein requires amendment or

modification upon RL&F's completion of further analysis, or as additional information becomes

available to it, a supplemental affidavit or declaration will be submitted to the Court.

RL&F'S QUALIFICATIONS

3. RL&F has extensive experience in the field of debtors' and creditors' rights and

business reorganizations and liquidations under chapter 11 of the Bankruptcy Code and

expertise, experience, and knowledge practicing before this Court. RL&F's proximity to the

Court enables RL&F to respond quickly to emergency hearings and other emergency matters

before this Court.

4. RL&F has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including recently: In re Cloud Peak Energy Inc., Case No. 19-11047

(KG) (Bankr. D. Del. June 10, 2019); In re WMC Mortgage, LLC, Case No. 19-10879 (CSS)

(Bankr. D. Del. Apr. 23, 2019); In re Hexion Holdings LLC, Case No. 19-10684 (KG) (Bankr.

D. Del. May 1, 2019); In re Imerys Talc Am., Inc., Case No. 19-10289 (LSS) (Bankr. D. Del.

March 19, 2019); In re LBI Media, Inc., Case No. 18-12655 (CSS) (Bankr. D. Del. Dec. 12,

2018); In re Samuels Jewelers, Inc., Case No. 18-11818 (KJC) (Bankr. D. Del. Aug. 7, 2018); In

re The Nordam Grp., Inc., Case No. 18-11699 (MFW) (Bankr. D. Del. July 22, 2018); In re The

2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.


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Rockport Co., LLC, Case No. 18-11145 (LSS) (Bankr. D. Del. May 14, 2018); In re

Southeastern Grocers, LLC, Case No. 18-10700 (MFW) (Bankr. D. Del. Mar. 27, 2018); In re

Claire's Stores, Inc., Case No. 18-10584 (MFW) (Bankr. D. Del. Mar. 19, 2018); In re The

Weinstein Co. Holdings, LLC, Case No. 18-10601 (MFW) (Bankr. D. Del. Mar. 19, 2018); In re

TerraVia Holdings, Inc., Case No. 17-11655 (CSS) (Bankr. D. Del. Aug. 2, 2017); In re TK

Holdings Inc., Case No. 17-11375 (BLS) (Bankr. D. Del. June 25, 2017); In re Tidewater Inc.,

Case No. 17-11132 (BLS) (Bankr. D. Del. May 17, 2017); In re GulfMark Offshore, Inc., Case

No. 17-11125 (KG) (Bankr. D. Del. May 17, 2017); In re Panda Temple Power, LLC, Case No.

17-10839 (LSS) (Bankr. D. Del. Apr. 17, 2017); In re Homer City Generation, L.P., Case No.

17-10086 (MFW) (Bankr. D. Del. Jan. 11, 2017); In re Bonanza Creek Energy, Inc., Case No.

17-10015 (KJC) (Bankr. D. Del. Jan. 4, 2017); In re Basic Energy Serv., Inc., Case No. 16-12320

(KJC) (Bankr. D. Del. Oct. 25, 2016); In re Offshore Grp. Invs. Ltd., Case No. 15-12422 (BLS)

(Bankr. D. Del. Dec. 3, 2015); In re Longview Power, LLC, Case No. 13-12211 (BLS) (Bankr.

D. Del. Aug. 30, 2013).

5. In addition, prior to the Petition Date, RL&F provided FTD, Inc. and FTD Group,

Inc. with legal services related to matters of corporate governance, affairs and general corporate

advice since March 2018. Furthermore, RL&F has represented and currently represents Qurate

Retail, Inc. (f/k/a Liberty Interactive Corporation) and Debtor Provide Commerce LLC in

connection with certain unclaimed property voluntary disclosure programs since December

2016. Accordingly, RL&F has become familiar with and has developed an understanding of the

Debtors and their businesses.


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6. On or about April 4, 2019, the Debtors formally engaged RL&F in connection

with their restructuring efforts. In providing prepetition professional services to the Debtors,

RL&F has become familiar with the Debtors and their businesses, including the Debtors'

financial affairs, debt structure, operations, and related matters. Having provided such

professional services to the Debtors, RL&F has developed relevant experience and expertise

regarding the Debtors that will assist it in providing effective and efficient services in these

Chapter 11 Cases. Accordingly, RL&F is both well-qualified and uniquely able to represent the

Debtors in these Chapter 11 Cases in an efficient and timely manner.

SERVICES TO BE PROVIDED

7. The Debtors require RL&F to render a variety of legal services during the

pendency of these Chapter 11 Cases and to assist the Debtors in addressing the myriad issues that

may arise. Subject to further order of the Court, the Debtors request the employment and

retention of RL&F to render professional services, including, but not limited to:

a) advising the Debtors of their rights, powers and duties as debtors and debtors inpossession under chapter 11 of the Bankruptcy Code;

b) assisting in preparing on behalf of the Debtors motions, applications, answers,orders, reports and papers in connection with the administration of the Debtors'estates;

c) taking action to protect and preserve the Debtors' estates, including theprosecution of actions on the Debtors' behalf, the defense of actions commencedagainst the Debtors in the Chapter 11 Cases, the negotiation of disputes in whichthe Debtors are involved and the preparation of objections to claims filed againstthe Debtors;

d) prosecuting on behalf of the Debtors any proposed chapter 11 disclosurestatement and plan and seeking approval of all transactions contemplated thereinand in any amendments thereto; and


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RLF1 21323311v.6

e) performing other necessary or desirable legal services in connection with theseChapter 11 Cases.

8. In addition to those services set forth in paragraphs 7(a) through 7(e) above,

RL&F may perform all other services assigned by the Debtors, in consultation with Jones Day,

lead restructuring counsel to the Debtors. To the extent RL&F determines that such services,

including those services set forth in paragraph 7(e) above, fall outside of the scope of services

historically or generally performed by RL&F as co-counsel in a bankruptcy case, RL&F will file

a supplemental declaration. RL&F has and will continue to work closely with the Debtors' other

professionals, including Jones Day, to prevent any duplication of efforts in the course of advising

the Debtors. RL&F is willing and able to act in the Debtors' cases and render the necessary

professional services as bankruptcy counsel to the Debtors on the terms described herein, and

subject itself to the jurisdiction of the Court.

PROFESSIONAL COMPENSATION

9. Subject to the approval of this Court, in accordance with the applicable provisions

of the Bankruptcy Code, compensation will be paid to RL&F on an hourly basis at the customary

hourly rates in effect when services are rendered, plus reimbursement of actual, necessary

expenses and other charges incurred by RL&F according to its customary reimbursement

policies.

10. RL&F's current hourly rates for matters related to these Chapter 11 Case are

expected to be within the following ranges:

Position Range of Current Hourly Rates

Directors $700 to $975 an hour


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RLF1 21323311v.6

Counsel $635 to $650 an hour

Associates $350 to $530 an hour

Paraprofessionals $265 an hour

11. The principal professionals and paraprofessionals designated to represent the

Debtors and their current standard hourly rates are as follows:

a) Daniel J. DeFranceschi $925 per hour

b) Paul N. Heath $800 per hour

c) Brett M. Haywood $505 per hour

d) Megan E. Kenney $420 per hour

e) Sarah E. Silveira $350 per hour

f) Rebecca V. Speaker $265 per hour

12. RL&F's hourly rates are set at a level designed to compensate RL&F fairly for the

work of its attorneys and paralegals and to cover fixed and routine expenses. Hourly rates vary

with the experience and seniority of the individuals assigned. These hourly rates are subject to

periodic adjustments to reflect economic and other conditions (which adjustments will be

reflected in the first RL&F fee application following such adjustments) and are consistent with

the rates charged elsewhere. Other than these periodic adjustments, RL&F does not expect any

changes during the pendency of these Chapter 11 Cases.

13. RL&F has not shared or agreed to share any of its compensation received from

the Debtors with any other persons, except as permitted by section 504 of the Bankruptcy Code.

14. The Debtors do not owe RL&F any amount for services rendered or expenses

incurred prior to the Petition Date, and thus RL&F is not a prepetition creditor of the Debtors.


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RLF1 21323311v.6

15. In addition, consistent with the Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases Effective as of November 1, 2013, I submit the following information:

a) RL&F did not agree to any variations from, or alternatives to, its standard orcustomary billing arrangements for this engagement;

b) None of RL&F's professionals included in this engagement have varied their ratebased on the geographic location for these Chapter 11 Cases;

c) RL&F has advised the Debtors in connection with their restructuring efforts andin contemplation of these cases since April 4, 2019. The billing rates, except forRL&F's standard and customary periodic rate adjustments as set forth above, andmaterial financial terms have not changed postpetition from the prepetitionarrangement; and

d) RL&F, in conjunction with the Debtors, is developing a prospective budget andstaffing plan for these Chapter 11 Cases.

RETAINER

16. Prior to the Petition Date, RL&F rendered legal services to the Debtors in

connection with, and in contemplation of, the Debtors' restructuring and Chapter 11 Cases. In

addition, RL&F received total payments from the Debtors in the amount of $170,044.47 (the

"Retainer") to serve as a retainer and to cover fees and expenses actually incurred, as well as

anticipated to be incurred, prior to, and in connection with, the Debtors' restructuring and the

commencement of these Chapter 11 Cases. Prior to the Petition Date, RL&F drew down the

unused portion of the Retainer (the "Draw Down Amount") for fees and expenses actually

incurred and anticipated to be incurred through the Petition Date. Thus, as of the time of the

filing of these Chapter 11 Cases, the Retainer had a zero balance. RL&F intends to promptly

complete a final accounting of all amounts actually incurred as fees and expenses prior to the

Petition Date. To that end, RL&F also intends to complete a true-up against the Draw Down


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RLF1 21323311v.6

Amount and credit back to the Retainer the excess amounts, if any, with all such amounts to be

held as an evergreen retainer in the bankruptcy cases as discussed in the Application.

17. An accounting summary of payments made to RL&F during the 90 day period

prior to the Petition Date and the actual and estimated amounts incurred by RL&F is attached

hereto as Exhibit 4.

RL&F'S DISINTERESTEDNESS

18. RL&F maintains and systematically updates its conflict check system in the

regular course of its business, and it is the regular practice of RL&F to make and maintain these

records. The conflict system maintained by RL&F is designed to include (i) every active matter

on which RL&F is engaged, (ii) every closed matter on which RL&F has been engaged since

1990, (iii) the entity by which it is now or has been engaged, (iv) the identity of related parties,

(v) the identity of adverse parties, and (vi) the attorney at RL&F who is knowledgeable about the

matter. It is the policy of RL&F that no new matter may be accepted or opened within the firm

without completing and submitting to those charged with maintaining the conflict check system

the information necessary to check each such matter for conflicts, including: (a) the identity of

the prospective client, (b) the matter, and (c) the related and adverse parties. Accordingly, the

database is updated for every new matter undertaken by RL&F. The scope of the system is a

function of the completeness and accuracy of the information submitted by the attorney opening

a new matter.

19. Insofar as I have been able to ascertain, neither I, RL&F, nor any other attorney,

including any director, counsel or associate of RL&F currently represents, or has in the past


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RLF1 21323311v.6

represented, or has any connection with, the potential parties in interest set forth on Exhibit 3

attached hereto (collectively, the "Parties in Interest"), except as hereinafter set forth.

20. Through the procedures set forth above, RL&F has determined that it has in the

past represented, currently represents, and/or may in the future represent, in matters wholly

unrelated to the Debtors, the Parties in Interest (or affiliates thereof) set forth on Exhibit 1

attached hereto (who are current clients) and the Parties in Interest (or affiliates thereof) set forth

on Exhibit 2 attached hereto (who are former clients that RL&F has represented within the last

five (5) years). I do not believe that any single matter is a major engagement that would involve

either the billing of fees in excess of one half of one percent (0.5%) of RL&F's annual fees

billed, or that, in the aggregate for any related group of entities, exceeds one percent (1%) of

RL&F's annual fees billed. RL&F will not represent any of the Parties in Interest other than the

Debtors, in any facet relating to the Debtors or these cases.

21. In addition, as part of its practice, RL&F appears in cases, proceedings and

transactions involving many different attorneys, counsel, accountants, financial consultants, and

investment bankers, some of which now or may in the future represent claimants and parties in

interest in the Debtors' Chapter 11 Cases. RL&F has not represented and will not represent any

such entities in relation to the Debtors and their Chapter 11 Cases.

22. RL&F made a general inquiry to all attorneys of the firm, including any director,

counsel or associate thereof, requesting disclosure, to the best of their knowledge, of any

connection or relationship with (i) any current Bankruptcy Court Judge or District Judge in the

District of Delaware or (ii) any trustee, attorney, or staff employed by the U.S. Trustee.


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RLF1 21323311v.6

23. RL&F also made a general inquiry to all attorneys of the firm, including any

director, counsel or associate thereof, requesting disclosure, to the best of their knowledge, of

any connection that such person, or such person's immediate family, may have to the Debtors

and certain other Parties in Interest. No attorney of RL&F indicated that they were aware of any

such connection.

24. As mentioned above, RL&F has represented and currently represents Qurate

Retail, Inc. (f/k/a Liberty Interactive Corporation) ("Qurate") and Debtor Provide Commerce

LLC in connection with certain unclaimed property voluntary disclosure programs since

December 2016. It is my understanding that, prior to the Petition Date, Qurate held equity

securities in the Debtors. It is also my understanding that, as of the Petition Date, Qurate no

longer holds any such equity securities in the Debtors.

25. Except as set forth herein, and based upon the information available to me, neither

I, RL&F, nor any attorney employed by RL&F, including any director, counsel or associate

thereof, insofar as I have been able to ascertain, holds or represents any interest adverse to the

Debtors or their estates. In addition, RL&F is not a creditor of the Debtors. Therefore, based

upon the information available to me, I believe that RL&F is a "disinterested person" as that term

is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the

Bankruptcy Code.

26. Based on the foregoing, except to the extent set forth herein, to the best of my

knowledge, information and belief and in accordance with Bankruptcy Rule 5002, no attorney,

including any director, counsel or associate, of RL&F, has a connection with any United States


RLF1 21323311v.6

Exhibit 11 - Current Clients2

Major Current Business Affiliations of Current Directors

Fortune Brands Home & Security, Inc. Qurate Retail, Inc. (f/k/a Liberty Interactive Corporation)

Major Secured Lenders

Bank of America, N.A. and certain related affiliates BMO Harris Bank, N.A. and certain related affiliates Certain related affiliates of Compass Bank HSBC Bank USA, N.A. and certain related affiliates MUFG Union Bank, N.A. and certain related affiliates PNC Bank, N.A. and certain related affiliates Regions Bank Wells Fargo Bank, N.A. and certain related affiliates Other Secured Parties Certain related affiliates of Cisco Systems Capital Corporation JPMorgan Chase Bank, N.A. and certain related affiliates Certain related affiliates of Konica Minolta Business Solutions USA, Inc. Certain related affiliates of Konica Minolta Premier Finance Certain related affiliates of Wells Fargo Retail Finance, LLC

Depository and Disbursement Banks

Banco Bilbao Vizcaya Argentaria (BBVA) Bank and certain related affiliates Bank of America, N.A. and certain related affiliates Certain related affiliates of BMO Bank of Montreal HSBC Bank USA, N.A. and certain related affiliates JPMorgan Chase Bank, N.A. and certain related affiliates MUFG Union Bank, N.A. and certain related affiliates Toronto Dominion Bank Wells Fargo Bank, N.A. and certain related affiliates

Bankcard Agreement Counterparties

American Express Company and certain related affiliates Certain related affiliates of Bank of America Merchant Services Certain related affiliates of Discover Card Certain related affiliates of Paypal, Inc. Worldpay

1 Parties that are both current clients and former clients of RL&F are only listed on Exhibit 1—Current Clients.

2 Due to the similarity of names of certain entities, RL&F was not able to determine if all entities listed herein are actually affiliates of current clients. However, out of an abundance of caution, RL&F has listed those entities which it reasonably believes may be affiliates of current clients.


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RLF1 21323311v.6

Major Benefits Administrators or Additional Third Party Administrators

ADP LLC Certain related affiliates of Aetna, Inc. Fidelity Investments Sun Life Financial and certain related affiliates Sun Life Insurance Company of Canada and certain related affiliates

Material Lessors

Certain related affiliates of AG/IRG Garland Holdings, L.P. Certain related affiliates of MCPF - LRC Logistics LLC

Counterparties to Material Contracts

Adobe Systems Akamai Technologies, Inc. and certain related affiliates Certain related affiliates of Cisco Systems Capital Corporation Certain related affiliates of Enterprise Fleet Management Fair Isaac Corporation Google, Inc. and certain related affiliates Google LLC and certain related affiliates International Business Machines Corporation and certain related affiliates JDA Software, Inc. Kelly Services Certain related affiliates of Oracle America, Inc. Certain related affiliates of Paypal, Inc. Progress Software Corporation Salesforce.com, Inc. Symantec Corporation

Major Insurance and Insurance Brokers

AIG Certain related affiliates of AIG Europe Certain related affiliates of Ascent Solutions, Inc. Axis Insurance Company and certain related affiliates Chubb Group and certain related affiliates Certain related affiliates of Liberty Surplus Insurance Company Certain related affiliates of Lloyd's of London Certain related affiliates of Zurich

Parties to Material Litigation or Potential Litigation

Certain related affiliates of Hartford Fire Insurance Company

Material Sureties / Parties Related to Customs

Certain related affiliates of U.S. Bureau of Customs and Border Protection Pacific Gas and Electric Company and certain related affiliates

Largest Unsecured Creditors

Adobe Systems, Inc. ADS Alliance Data Systems, Inc. Certain related affiliates of Amerisource Funding, Inc. Facebook, Inc. Fedex Corporation and certain related affiliates


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RLF1 21323311v.6

Google Affiliate Network Inc. and certain related affiliates Microsoft Online, Inc. and certain related affiliates Salesforce.com, Inc. Certain related affiliates of USAA Alliance Services Company Certain related affiliates of Veritiv Operating Company

Material Suppliers and Vendors

International Paper Company

Material Grocery Customers

Albertson's

Material Marketing Partnerships

American Airlines, Inc. and certain related affiliates Delta Air Lines, Inc. Groupon, Inc. Legacy.com, Inc. Certain related affiliates of USAA Alliance Services Company

Material Utility Providers

Certain related affiliates of AT&T Certain related affiliates of Centurylink Communications LLC Certain related affiliates of Cogent Communications, Inc. Certain related affiliates of Commonwealth Edison Company Certain related affiliates of Frontier Communication Corporation Pacific Gas and Electric Company and certain related affiliates Southern California Edison Company and certain related affiliates Certain related affiliates of Verizon

Ordinary Course Professionals

Certain related affiliates of BDO USA, LLP Latham & Watkins LLP

Technology Consultants and Other Service Providers

Adobe Systems, Inc. Certain related affiliates of Cisco Systems Capital Corporation Cisco Systems, Inc. Certain related affiliates of Dell Marketing, L.P. Iron Mountain, Inc. Linkedin Corporation and certain related affiliates Microsoft Corporation and certain related affiliates Microsoft Online, Inc. and certain related affiliates Nasdaq Corporate Solutions LLC and certain related affiliates Certain related affiliates of Optiv Security, Inc. Pandora Media, Inc. Certain related affiliates of Sizmek Technologies, Inc. Certain related affiliates of USAA Alliance Services Company Vertex, Inc. and certain related affiliates Certain related affiliates of William Blair & Company LLC


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RLF1 21323311v.6

Debtors' Restructuring Professionals

AlixPartners, LLP and certain related affiliates Jones Day


RLF1 21323311v.6

Exhibit 2-Former Clients

Former Parent Entity

United Online, Inc.

Current and Recent Directors, Officers & Senior Management

Armstrong, James T. Berglass, Robert

Major Competitors

Edible Arrangements LLC Harry & David and certain related affiliates


BMO Bank of Montreal Compass Bank


BMO Bank of Montreal Certain related affiliates of Silicon Valley Bank Certain related affiliates of Toronto Dominion Bank


Certain related affiliates of Chase Paymentech Credit


Aetna, Inc. Certain related affiliates of Fidelity Investments

Material Lessors

Principal Real Estate Investors, LLC and certain related affiliates


Alorica, Inc. and certain related affiliates Bottomline Technologies, Inc. Certain related affiliates of CCH Incorporated Cybersource Corporation HighJump Software Inc. Hootsuite Media, Inc. IO Phoenix One, LLC Certain related affiliates of Park Place Technologies, Inc. Certain related affiliates of Sutherland Global Services Philippines, Inc. VMware, Inc.


AIG Europe Certain related affiliates of Allianz American Insurance Company Certain related affiliates of Allianz National Surety Corporation Lloyd's of London


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RLF1 21323311v.6

Certain related affiliates of Lockton Companies


Alorica, Inc. and certain related affiliates Deloitte & Touche and certain related affiliates United Parcel Service (UPS) and certain related affiliates UPS Supply Chain Solutions, Inc. and certain related affiliates


Certain related affiliates of Albertson's


Certain related affiliates of Carlson Hotels, Inc. United Airlines, Inc.

Material Governmental, Regulatory, and Taxing Authorities

Hawaii State Tax Collector


Certain related affiliates of Centerpoint Energy, Inc.


Certain related affiliates of CapFinancial Partners, LLC Dykema Gossett PLLC Ernst & Young LLP


Avaya, Inc. Bottomline Technologies, Inc. Certain related affiliates of Entrust, Inc. Highjump Software, Inc. Certain related affiliates of Oracle America, Inc. Certain related affiliates of PCM Sales, Inc. Certain related affiliates of Workiva, Inc.


Moelis & Company LLC and certain related affiliates Piper Jaffray Companies and certain related affiliates


RLF1 21323311v.6

Exhibit 3 - Parties-in-Interest

Debtors

Bloom That, Inc. Florists' Transworld Delivery, Inc. Flowerfarm, Inc. FTD.COM INC. FTD.CA, Inc. FTD Companies, Inc. FTD Group, Inc. FTD, Inc.

FTD Mobile, Inc. FSC Denver LLC FSC Phoenix LLC Giftco LLC Provide Cards, Inc. Provide Commerce, Inc. Provide Creations, Inc.

Nondebtor Affiliates

FTD Canada, Inc. FTD India Private Limited

Interflora, Inc.

Recently Dissolved or Divested Entities FTD UK Holdings Limited Interflora British Unit Interflora Group Limited

Interflora Holdings Limited Interflora Investments Limited

Other Related Parties and Joint Ventures

Fleurop-International Association Fleurop-Interflora I.S. Group Limited

Former Parent Entity United Online, Inc.

Trade Names and Other Names Used

Flying Flowers FTD Gifts.com Interflora

Personal Creations ProFlowers ProPlants Shari's Berries

Debtors' Professional Memberships and Commercial Associations

American Institute of Floral Designers Association of National Advertisers

Society of American Florists The Internet Coalition

Current and Recent Directors, Officers & Senior Management

Aamir, Mir Armstrong, James T. Barnhart, Steve Baumann, Jennifer Belcourt, Tracey L. Berglass, Robert Bladow, David Brinkmann, Jill Cooper, Brian

Cimaroli, Elizabeth Duncan, Candace H. Hamilton, Sue Ann R. Harch, Joseph W. Hickenlooper, Robin S. Holt, Dennis Hughes, Rhys J. Levin, Scott Massery, Luke


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RLF1 21323311v.6

Moeller, Tom Perrott, Dale Riordan, Caroline Schwab, Matthew Shean, Christopher W. Silverstein, Michael J.

Tomy, Jandy Topper, Jay Tucker, Stephen Van Auken, Robert Vratimos, Eric Walden, John C.

Major Current Business Affiliations of Current Directors

Clearstone Venture Partners Fortune Brands Home & Security, Inc. Hamilton Media LLC Harch Capital Management, LLC Liberty Expedia Holdings, Inc.

March Capital Partners Quotient Technology, Inc. Qurate Retail, Inc. (f/k/a Liberty Interactive Corporation)

Major Competitors

1-800 Baskets1-800 FlowersEdible Arrangements LLCFannie May, aka Simply ChocolateFarmgirl Flowers, Inc.

From You Flowers LLC Godiva Chocolatier, Inc. Harry & David Teleflora.com The Bouqs Co.


Agcountry Farm Credit Services, PCA Bank of America, N.A. BMO Bank of Montreal BMO Harris Bank, N.A. Compass Bank Compeer Financial, PCA

First Bank of Highland Park HSBC Bank USA, N.A. MUFG Union Bank, N.A. PNC Bank, N.A. Regions Bank Wells Fargo Bank, N.A.

Other Secured Parties

Cisco Systems Capital Corporation Crown Credit Company Harris Trust and Savings Bank JPMorgan Chase Bank, N.A. Konica Minolta Business Solutions USA, Inc.

Konica Minolta Premier Finance Robert Reiser & Co., Inc. Synnex Financial Services Wells Fargo Retail Finance, LLC


Banco Bilbao Vizcaya Argentaria (BBVA) Bank Bank of America, N.A. BMO Bank of Montreal HSBC Bank USA, N.A. JPMorgan Chase Bank, N.A.

MUFG Union Bank, N.A. Silicon Valley Bank Toronto Dominion Bank Wells Fargo Bank, N.A.


American Express Company Bank of America Merchant Services Chase Paymentech Credit

Discover Card Paypal, Inc. Worldpay


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RLF1 21323311v.6


ADP LLC Aetna, Inc. Discovery Benefits EyeMed Vision Care Fidelity Investments LegalZoom.com, Inc.

Mutual of Omaha Nolan Financial Remedy Analytics, Inc. Sun Life Financial Sun Life Insurance Company of Canada Wageworks

Current Significant Equity Holders

Diamond Investment Group, LLC. Dimensional Fund Advisors, L.P. FTD 50 LLC

Mauricio Jaramillo Nantahala Capital Management LLC Travertine Creek, Inc.

Material Lessors

AG/IRG Garland Holdings, L.P. Buzz Oates Enterprises II, LLC Buzz Oates LLC Cicero Hospitality Group Clark Development CSMC 2007-C1 Air Center, LLC Elite Flower Services, Inc. G&I VIII GLP JY, L.P. Gavi Airways, LLC Irvine Eastgate Office II LLC Jerich USA, Inc. KTR SF II, LLC Legacy Rancho Cucamonga Associates Lincoln Industrial, LLC

Mann Indiana Prop, LLC MCPF - LRC Logistics LLC Melbroad Realty LLC Miac Green, LLC Njind Melrich Road LLC OBF LLC OK&B LLC OND Property LLC PAC Operating Limited Partnership Principal Real Estate Investors, LLC PW Fund B, LP W.T. Charlotte LLC YF Logistics


360I LLC Adobe Systems Ailias Technologies Limited Akamai Technologies, Inc. Alorica, Inc. AMS Manpower Solutions Apple One Employment Services Atlantix Global Systems, LLC Atlassian Pty Ltd (a/k/a Atlassian, Inc.) Aurea Software, Inc. Banner Personnel BaronHR Technical, LLC Boomerang Commerce, Inc. Bottomline Technologies, Inc. Broadleaf Commerce LLC Business Training Library, Inc. Cardinal Commerce Corporation Cart Rocket, LLC Catchpoint Systems, Inc. CCH Incorporated

Centric Software, Inc. Certify, Inc. Chartwell Staffing Cisco Systems Capital Corporation Citistaff Contract Logix Conventus Corporation Cordial Experiences, Inc. Core Personnel Staffing Services, LLC Creative Staffing Criteo Corporation CSC Management CorpCulmin Staffing Curalate, Inc. Cybersource Corporation Director Placements Staffing Corporation DirectNet Solutions, LLC, d/b/a VendorNet East Ridge Florists, Inc. Egencia LLC Elite Flowers Services, Inc.


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Elwood Staffing Services, Inc. EMC Corporation d/b/a Dell EMC Employer Solutions Services, Inc. (ESS) Enterprise Fleet Management Expeditors International of Washington, Inc. Express Services, Inc. d/b/a Express Employment Professionals Fair Isaac Corporation First Call Temporary Services Fluentedge Technologies, Inc. Foresee Results, Inc. Forsythe Solutions Group, Inc. Global Payments Direct, Inc. Google, Inc. Google LLC Halock Security Labs, Inc. Hamilton HighJump Software Inc. Hootsuite Media, Inc. Horizon Personnel Services, Inc. International Business Machines Corporation IO Phoenix One, LLC JCB Staffing Services LLC JDA Software, Inc. JM Staffing Solutions Kelly Services Kornit Digital KPower Global Logistics LLC Labor Ready, Inc. Legacy Staffing Solution LLC Lister Digital Services, Inc. Liveclicker, Inc. Luxor Staffing Lyneer Staffing Solutions Maleko Staffing Manpower International, Inc. Mega Force Staffing Group, Inc. Miller Staffing Moneris Solutions Corporation Moore Advanced Staffing Multi-temps Staffing Services, Inc. Narvar, Inc. Odin Technologies, LLC Onin Staffing On Target Staffing Agency Opal Labs, Inc. Oracle America, Inc. Palo Alto Networks, Inc. Paramount Staffing, LLC Park Place Technologies, Inc. Paypal, Inc. Peoplelink

PeopleReady, Inc. Performance Staffing Solutions Persado, Inc. Pinterest, Inc. PrideStaff Progress Software Corporation Provide Staffing Services LLC Quality Staffing Now, Inc. Qualys Inc. Randstad USA General Partner (US), LLC Return Path, Inc. Sage Software, Inc. Salesforce.com, Inc. Scaleout Software, Inc. ScanData Systems, Inc. Sebis Direct, Inc. Sedona Floral & Gifts Simplified Labor Staffing Solutions, Inc. Snelling Employment LLC SNI Companies Sovos Compliance LLC Staff America, Inc. Staff Force, Inc. Staffing Network LLC Staffing Specifix Staffmark StaffMasters, Inc. STAT Search Analytics Inc. Sterling Temporary Staffing, LLC Strataforce LLC Supreme Staffing Surestaff, Inc. Surge Staffing, LLC Sutherland Global Services Philippines, Inc. Symantec Corporation Teleflora LLC Teleperformance a/k/a TPUSA, Inc. Temps of New England Tidal Software, Inc. Unistaff, Inc. Vida 18.com, Inc. Varonis Systems, Inc. Virtuous Personnel VMware, Inc. Volt Workforce Solutions Wise Staffing Group Work Now Staffing LLC Working Solutions of Memphis LLC Worldstaff USA Corporation Xcpcnl Staffing Xl Pro Consulting Group LLC


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Affiliated FM Insurance Company AIG AIG Europe Allianz American Insurance Company Allianz National Surety Corporation Ascent Solutions, Inc. Aspen Insurance Axa XL Axis Insurance Company CNA Continental Insurance Company CNA Insurance Chubb Group

Endurance American Insurance Company Fireman's Fund Insurance Hiscox Insurance Company, Inc. Liberty Surplus Insurance Company Lloyd's of London Lockton Companies Novae Insurance Ohio Casualty Insurance Company Sovereign General Starr Indemnity & Liability Company Tarian Underwriting Limited Zurich

Parties to Material Litigation or Potential Litigation

Bailey, Gina Bartolomei, Cassidy Berentson, Bradley Cox, Daniel Dickey, Christopher Encore Marketing International, Inc. Federal Trade Commission Hartford Fire Insurance Company Herbst, Alissa

Hunt, Deanna Jenkins, Grant Kenyon, Kimberly Lawler, Jennifer Perryman, Brian Regent Group, Inc. Romero, Josue Walter, Jonathan

Material Sureties / Parties Related to Customs

U.S. Bureau of Customs and Border Protection Commonwealth of Massachusetts Minister of National Revenue of Canada

Pacific Gas and Electric Company State of Alabama


360I LLC Adobe Systems, Inc. Ad Results Media, LLC ADS Alliance Data Systems, Inc. Alorica, Inc. Amerisource Funding, Inc. Ampush, LLC Astrazeneca Pharmaceuticals, LP Atlas Flowers Inc. Batesville Casket Company California Fruit Exchange, LLC Chuckanut Bay Foods C.I. Flores Ipanema LTDACommission Junction, Inc.Cordial Experiences, Inc.Coyote Logistics, LLCDeloitte & ToucheElite Exports Inc. S.A.Facebook, Inc.Famous Associates, Inc.

Farm Direct Corporation Farmstead Gourmet LLC Fedex Corporation Fleurop-International Association GKG Fulfillment LLC Golden Flowers & Gifts Google Affiliate Network Inc. Guittard Chocolate Company Holex Flower B.V. Icon Media Direct, Inc. L'art De Chine Legacy Staffing Solutions LLC Lindenmeyr Central Div. of Central National Gottesman Inc. Microsoft Online, Inc. Multi-Temps OEC Group Chicago Pac Operating Ltd. Partner Packaging Corporation of America Pereira & O'Dell LLC


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RLF1 21323311v.6

Prime Floral, LLC Premier Packaging LLC R&M Consulting Chicago LLC Rainforest Farmlands Kenya Limited Randstad Horizons, L.P. Robinson Fresh/Foodsource Rocky Mountain Chocolate Factory Salesforce.com, Inc. SapientRazorfish Stephen Gould Corporation Strategic Media, Inc. Sun Valley Floral Farms

Surestaff, Inc. Sutherland Global Services Philippines, Inc. Syndicate Sales, Inc. Teleperformance, aka TPUSA, Inc. Teufel Holly Farms, Inc. Topet Far East Industrial Co. Unistaff, Inc. United Parcel Service (UPS) United States Postal Service UPS Supply Chain Solutions, Inc. USAA Alliance Services Company Veritiv Operating Company

Material Suppliers and Vendors

Best Farms SAS C.I. Flores Ipanema Ltda.Elite Flower - New JerseyGiftwares Co., Inc.Golden State FruitGreenwings Europe Nederland/Holex Flower B.V.International Paper CompanyJetxin LimitedKouway Industrial Shares Co., Ltd.Midland PaperP. Graham DunnPanda Flowers LimitedPremier Packaging

Premier Packaging, LLC Rainforest Farmlands Kenya Limited Solarx Eyewear LLC Stephen Gould Corporation Sunshine Bouquet USA Bouquet - Atlanta USA Bouquet - California USA Bouquet - Chicago USA Bouquet - New Jersey USA Bouquet - Texas Vistaflor E-Commerce USA Wish Farms

Major Customers

Absolutely Beautiful Flowers Arizona Florist Avas Flowers Chenoweth Floral & Greenhouses Clifford's Flowers Creative Floral Designs Designs By Guzzardos Detroit Floral.Com Dusty's Flowers Emil Yedowitz Florist LLC Floral Concepts Flower Center Flowers By Coley

Flowers By Marianne Flowers On Fourteenth From You Flowers LLC I-Drive FloristMiracle FlowersNorfolk FloristOliver FlowersOpen Blooms LLCPeachtree PetalsRoyer's Flowers & GiftsRutland Beard FloristT D Florist


Acme Floral Albertson's Bag N' Save Buehler's Floral & Gifts C & S Wholesale Grocers, Inc. Central Market Florist Cosentino's Price Chopper Dierbergs Florist & Gifts

Farm Fresh Supermarkets Florist Distributing Inc. Fresh Encounters, Inc. d/b/a Community Markets Haggen Floral Harmon's Floral Heb Blooms Kroger Floral Division Nex Port Hueneme


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Reasor LLC Ridley's Family Markets Schnucks Florist And Gifts Sobey's Inc Super Saver Floral

The Flower Shop of Pennington Market Thorne Bay Grocery United Market Street Zehrs Markets


American Airlines, Inc. Batesville Casket Company, Inc. Cardlytics Carlson Hotels, Inc. Chewy, Inc. Commission Junction, Inc. Delta Air Lines, Inc.

Groupon, Inc. Legacy.com, Inc. Mileage Plus Holdings, LLC Next Jump Company PerkSpot United Airlines, Inc. USAA Alliance Services Company

Material Governmental, Regulatory, and Taxing Authorities

Alabama Department of Revenue Arizona Department of Revenue California Board of Equalization California Franchise Tax Board City of Aurora City of Garland City of Glendale, AZ City of Hoquiam City of Lakewood City of Oakland - CA City of Thornton D.C. TreasurerDelaware Division of RevenueDenver Manager of RevenueDupage County CollectorEssex Tax Collector - CTFlorida Department of RevenueGeorgia Department of RevenueHawaii State Tax CollectorIllinois Department of RevenueIndiana Department of RevenueKansas Division of TaxationKentucky State TreasurerMaine State TreasurerMecklenburg County Tax CollectorMichigan Department of TreasuryMinnesota Department of RevenueMississippi Tax Commission

Missouri Department of Revenue Nebraska Department of Revenue Nevada Department of Taxation New Jersey Sales & Use Tax New York State Corporation Tax New York State Sales Tax North Carolina Department of State Treasurer Ohio Treasurer of State Oklahoma Tax Commission Oregon Department of Revenue Pennsylvania Department of Revenue Placer County Tax Collector Pulaski County Treasurer - VA South Dakota State Treasurer State of New Hampshire State of North Dakota Tax Commissioner Tax Commissioner North Dakota Texas State Comptroller The State Treasurer - Maine Township of South Brunswick United States Customs United States Treasury a/k/a The United States

Department of the Treasury Utah State Tax Commission Vermont Department of Taxes Village of Downers Grove Wayne County Treasurer Wyoming Department of Revenue


AT&T Centerpoint Energy, Inc. Centurylink Communications LLC Cogent Communications, Inc.

Commonwealth Edison Company Direct Energy Business LLC Florida Power & Light Company Frontier Communication Corporation


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Memphis Light, Gas & Water Division Nicor Gas a/k/a Northern Illinois Gas Company Pacific Bell Telephone Company Pacific Gas and Electric Company Piedmont Natural Gas Company, Inc. Public Service Electric and Gas Richmond Power & Light

San Diego Gas & Electric Company Southern California Edison Company Valley Electric Vectren Gas Verizon XO Communications


Alston & Bird LLP Axiom Global, Inc. BDO USA, LLP Blackwell, Burke & Ramsey, P.C. CapFinancial Partners, LLC Cooley LLP Crowe LLP Dhand Law PC Dykema Gossett PLLC

Ernst & Young LLP Grant Thornton LLP Latham & Watkins LLP Millen White Zelano & Branigan, P.C. Novack and Macey LLP Osler, Hoskin & Harcourt LLP Potter Anderson & Corroon LLP R&M Consulting LLC


Ad Results Advertising LLP Adobe Systems, Inc. American Litho, Inc. Ampush LLC Avaya, Inc. Bottomline Technologies, Inc. Broadleaf Commerce LLC Business It Source Cardinal Commerce Corporation CDI Technology Corporation Cisco Systems Capital Corporation Cisco Systems, Inc. ConvergeOne, Inc. Cordial Experiences, Inc. Criteo Corporation Curvature LLC Dell Marketing, L.P. Dimension Data North America, Inc. Dynatrace LLC Enpointe Technologies Sales Entrust, Inc. Foresee Results, Inc. Forrester Research, Inc. Graphic Arts Studio, Inc. Halock Security Labs, Inc. Highjump Software, Inc. Horizon Media, Inc. Inseev Interactive Iron Mountain, Inc. Iprospect IT Solutions Group, Inc. Ivanti

Konsultek Level 3 Communications LLC Linkedin Corporation Luetschine Consulting Microage Microsoft Corporation Microsoft Online, Inc. More Direct, Inc. Mullenlowe U.S., Inc. Nasdaq Corporate Solutions LLC Next Row, Inc. Neyenesch Printers OC&C Strategy Consultants USA Optiv Security, Inc. Oracle America, Inc. Pandora Media, Inc. PCM Sales, Inc. Pereira & O'Dell LLC Secureauth Corporation SEI Express, Inc. Service Express, Inc. Sessioncam Ltd. SHI International Corporation Siege Media LLC Sizmek Technologies, Inc. SLI Systems, Inc. Strategic Media, Inc. TEKsystems Thomson Reuters Corporation Trace 3, Inc. USAA Alliance Services Company Vertex, Inc.


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Vida 18.Com, Inc. William Blair & Company LLC Workiva, Inc. XO Communications

ZappiStore, Inc. Zieger & Sons, Inc. Zoho Corporation


AlixPartners, LLP Joele Frank Jones Day Moelis & Company LLC

Omni Management Group Piper Jaffray Companies Richards, Layton & Finger, P.A.

Creditors Restructuring Professionals

FTI Consulting, Inc. Moore & Van Allen

Delaware Bankruptcy Judges

Chief Judge Christopher S. Sontchi Carey, Kevin J. Gross, Kevin

Shannon, Brendan L. Silverstein, Laurie Selber Walrath, Mary F.

Attorneys for the U.S. Trustee's Office

Attix, Lauren Buchbinder, David Casey, Linda Dice, Holly Dortch, Shakima L. Fox, Jr., Timothy J. Giordano, Diane Green, Christine Hackman, Benjamin Heck, Jeffrey Leamy, Jane Mccollum, Hannah M.

O'Malley, James R. Panacio, Michael Richenderfer, Linda Sarkessian, Juliet Schepacarter, Richard Serrano, Edith A. Starr, Karen Tinker, T. Patrick Vinson, Ramona Weissgerber, Jaclyn West, Michael Wynn, Dion


RLF1 21323311v.6

Exhibit 4 - Accounting Summary of Payments

Date Transaction Amount Retainer Balance

3/11/2019 Payment of Invoice No. 586964, dated February 27, 2019, for corporate services rendered through January 31, 2019

$10,542.00 $0.00

5/20/2019 Wire transfer deposit of retainer. $75,000.00 $75,000.00

5/23/2019 Payment of Invoice No. 592765, dated 5/23/2019, for services rendered through May 10, 2019.

($40,710.53) $34,289.50

5/28/2019 Wire transfer deposit of retainer $34,289.47 $68,578.94

5/31/2019 Wire transfer deposit of retainer $60,755.00 $129,333.94

5/31/2019

Retainer amount drawn down prior to the Petition Date based on services performed and anticipated to be performed through the Petition Date. This amount represented a good faith estimate of the fees and expenses associated with all such services, including fees and expenses already recorded in RL&F's billing system. Any portion of the amounts drawn which, upon reconciliation, is not attributed to prepetition fees and expenses, will be added to the evergreen retainer balance to be held by RL&F as security throughout the Debtors' bankruptcy cases until RL&F's fees and expenses are awarded by final order and are then payable to RL&F.

($129,333.94) $0.00


RLF1 21323311v.6

Exhibit C

Levin Declaration


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RLF1 21323311v.6


In re:


Debtors.

: : : : : : :



DECLARATION OF SCOTT D. LEVIN IN SUPPORT OF DEBTORS' APPLICATION TO RETAIN AND EMPLOY RICHARDS, LAYTON &

FINGER, P.A. AS CO-COUNSEL PURSUANT TO SECTION 327(A) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014(A) AND 2016 AND

LOCAL RULE 2014-1, NUNC PRO TUNC TO THE PETITION DATE

I, Scott D. Levin, pursuant to 28 U.S.C. § 1746, hereby declare that the following is true

and correct to the best of my knowledge, information, and belief:

1. I am the President, Chief Executive Officer, and Secretary of FTD Companies,

Inc., one of the debtors and debtors in possession in the above-captioned Chapter 11 Cases

(collectively the "Debtors"). I submit this declaration (the "Declaration") in support of the

Application (the "Application")2 for authority to retain and employ Richards, Layton & Finger,

P.A. ("RL&F"), as co-counsel for the Debtors nunc pro tunc to the Petition Date. Except as

otherwise noted, I have personal knowledge of the matters set forth herein.


2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.


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THE DEBTORS' SELECTION OF RL&F AS CO-COUNSEL

2. As noted in the Application, the Debtors seek to retain Jones Day as their lead

bankruptcy counsel in connection with these Chapter 11 Cases. Upon determining that these

Chapter 11 Cases would be filed in the United States Bankruptcy Court for the District of

Delaware, the Debtors selected RL&F to serve as their bankruptcy co-counsel. RL&F was

selected to serve as co-counsel to the Debtors because of the firm's extensive experience and

knowledge in the field of debtors' and creditors' rights, business reorganizations and liquidations

under chapter 11 of the Bankruptcy Code, its expertise, experience and knowledge in practicing

before this Court, its proximity to the Court and, because it is a Delaware based law firm, its

ability to respond quickly to emergency hearings and other emergency matters. In addition, prior

to the Petition Date, RL&F provided FTD, Inc. and FTD Group, Inc. with legal services related

to matters of corporate governance, affairs and general corporate advice since March 2018.

Furthermore, RL&F has represented and currently represents Qurate Retail, Inc. (f/k/a Liberty

Interactive Corporation) and Debtor Provide Commerce LLC in connection with certain

unclaimed property voluntary disclosure programs since December 2016. Accordingly, RL&F

has become familiar with and has developed an understanding of the Debtors and their

businesses. As such, the Debtors believe that RL&F is uniquely qualified to represent them in

these Chapter 11 Cases.

RATE STRUCTURE

3. In my capacity as President and Chief Executive Officer of FTD Companies, Inc.,

I am responsible for, among other things, supervising the costs of outside counsel retained by the

Debtors in the ordinary course of business. I am also responsible for reviewing the invoices

regularly submitted by RL&F, and I have been informed by RL&F that the hourly rates RL&F


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charged the Debtors in the prepetition period (except for RL&F's standard and customary

periodic rate adjustments as set forth in the DeFranceschi Affidavit) are the same as the hourly

rates RL&F will charge the Debtors during these Chapter 11 Cases, subject to annual and

customary firm-wide adjustments in the ordinary course of RL&F's business. Further, RL&F has

informed the Debtors that RL&F's hourly rates are consistent with the rates that RL&F charges

other comparable chapter 11 clients, regardless of the location of the chapter 11 case, and are not

significantly different from the rates that RL&F charges in non-bankruptcy representations

COST SUPERVISION

4. RL&F and the Debtors are in the process of developing a prospective budget and

staffing plan for the first interim period in these Chapter 11 Cases. The Debtors recognize that in

large Chapter 11 Cases such as these, it is possible there may be unforeseen fees and expenses

that will need to be addressed by the Debtors and RL&F. The Debtors also recognize it is their

responsibility to closely monitor the billing practices of RL&F and their other counsel to ensure

that fees and expenses paid by their estates remain consistent with the Debtors' expectations

taking into account the exigencies of these Chapter 11 Cases. To that end, the Debtors will

continue to review and monitor the regular invoices submitted by RL&F and, together with

RL&F, periodically amend the budget and staffing plans to reflect developments in the cases as

applicable.

5. The Debtors will continue to monitor the fees and expense reimbursement process

during these Chapter 11 Cases and ensure the Debtors are an active participant in that process.

Recognizing that every chapter 11 case is unique, the Debtors, together with RL&F, will utilize

the budgeting process to provide guidance on the period of time involved and the level of


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attorneys and professionals who will work on various matters, as well as the projection of

average hourly rates for the attorneys and professionals for such matters.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct to the best of my information, knowledge, and belief.


FTD COMPANIES, INC. (on behalf of itself and its Debtor affiliates) /s/ Scott D. Levin Scott D. Levin President and Chief Executive Officer


ftd companies, inc., et al 1 case no. 19-11240 (lss...

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