united states bankruptcy court southern district of...

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re:

Glansaol Holdings Inc., et al.,1

Debtors.

) ) ) ) ) ) )

Chapter 11

Case No. 18-14102 (MEW)

(Jointly Administered)

FOURTH MONTHLY FEE STATEMENT OF EMERALD CAPITAL ADVISORS FOR COMPENSATION

FOR PROFESSIONAL SERVICES RENDERED AND REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES AS FINANCIAL ADVISOR

AND INVESTMENT BANKER FOR GLANSAOL HOLDINGS INC., ET AL., FOR THE PERIOD FROM APRIL 1, 2019 THROUGH APRIL 30, 2019

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s federal taxpayer identification number are as follows: Clark’s Botanicals, Inc. (0754); Glansaol Holdings Inc. (9485); Glansaol LLC (2012); Glansaol Management LLC (6879); Julep Beauty, Inc. (7984); Laura Geller Beauty, LLC (1706); Laura Geller Brands, LLC (7428); and Laura Geller Holdings, LLC (7388).

18-14102-mew Doc 339 Filed 05/28/19 Entered 05/28/19 21:49:16 Main Document Pg 1 of 24

2

Summary Sheet

Name of Applicant: Emerald Capital Advisors

Authorized to Provide Professional Services to: Glansaol Holdings, Inc., et al.

Date of Retention: January 22, 2018, nunc pro tunc to December 19, 2018

Period for which Compensation and Reimbursement is Sought:

April 1, 2019 through April 30, 2019

Amount of Compensation Sought as Actual, Reasonable and Necessary:

$80,000.00 (80% of $100,000.00)

Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary:

$303.20

This is a(n): Monthly Fee Statement


3

In accordance with the Administrative Order Re Amended Guidelines for Fees and

Disbursements for Professionals in Southern District of New York Bankruptcy Cases, dated

January 29, 2013 (the “Administrative Order”), and this Court’s order, dated January 22, 2019,

establishing interim compensation procedures for these cases (the “Interim Compensation

Order”) [Docket No. 116], Emerald Capital Advisors Corp. (“Emerald”), as Financial Advisor

and Investment Banker to Glansaol Holdings Inc., et al. (collectively, the “Debtors”), hereby

submits its Statement of Services Rendered and Expenses Incurred (the “Statement”) for the

period April 1, 2019 through April 30, 2019 (the “Statement Period”).

I. Total Fees and Disbursements Sought for the Statement Period

1. The total amounts sought at this time for fees for professional services rendered

and reimbursement of disbursements incurred for the Statement Period are as follows:

II. Itemization of Services Rendered by Emerald Personnel

2. The hours spent in these cases during the Statement Period for which Emerald

seeks compensation are set forth as follows:

Post-Close Monthly Fee $100,000.00

Fee Total $100,000.00

Disbursements Total 303.20

Total Fee Application $100,303.20

Less 20% Fee Holdback ($20,000.00)

Total Sought at this Time $80,303.20

Professional Title Total Hours

John P. Madden Founder and Managing Partner 53.0

Christopher Saitta Senior Associate 97.0

Ryan Feulner Analyst 111.0

Total Hours 261.0


4

3. The time records of Emerald, annexed hereto as Exhibit A provides a daily

breakdown of the time spent by each Emerald timekeeper.

III. Itemization of Disbursements Incurred by Category

4. The disbursements of Emerald for the Statement Period are as follows:

5. Attached as Exhibit B, is a detailed analysis of the out-of-pocket expenses

Emerald incurred during the Statement Period.

IV. Amount Payable After Holdback

6. Pursuant to the Interim Compensation Order, the amount payable to Emerald for

this Statement Period with respect to the amounts sought herein, after adjusting for the twenty

percent (20%) holdback for fees, is $80,303.20.

DISBURSEMENTS AMOUNT

1) Ground Transportation (cabs / cars) $49.40

2) Meals --

3) Travel - Lodging --

4) Communication Related 107.60

5) Printing / Copying / Other 62.80

6) Travel - Train --

7) Other / Miscellaneous 83.40

Total Disbursements $303.20


5

7. WHEREFORE, Emerald respectfully requests that such amount be paid pursuant

to the Court’s Interim Compensation Order.

Dated: May 28, 2019

New York, New York

EMERALD CAPITAL ADVISORS

John P. Madden 70 East 55th Street 17th Floor New York, NY 10022


EXHIBIT A


Exhibit A

Glansaol Holdings Inc.

Time Detail by Professional

JOHN P. MADDEN, Founder and Managing Partner

April 1, 2019 - April 30, 2019

Total

Date Description of Work Time

04/01/19 Review of and correspondence with CBIZ 1.0

04/01/19 Review of Plan and related correspondence with Willkie 2.0

04/02/19 Review of updated CBIZ allocation 1.0

04/02/19 Discussion with Working Group on call with CBIZ 1.0

04/03/19 Call with Company and Willkie to discuss Plan of liquidation 1.0

04/03/19 Review of updated Plan Redlines 1.0

04/03/19 Review of fulfilled UCC request 1.0

04/04/19 Review of correspondence with CBIZ 1.0

04/04/19 Review of and correspondence with Company re: 401k plan 1.0

04/04/19 Emails with Working Group on outstanding requests 1.0

04/04/19 Review of continued correspondence and information requests with CBIZ 1.0

04/07/19 Correspondence with Willkie re: Plan and Solicitation requests 1.0

04/07/19 Review of updated Allocation Schedule provided by UCC 2.0

04/07/19 Review and correspondence with UCC and Willkie 1.0

04/08/19 Review of correspondence with Willkie and Company on hearing adjournment 1.0

04/09/19 Correspondence with Willkie on creditor inquiries 1.0

04/09/19 Review of updated liquidation analysis 2.0

04/10/19 Review of updated allocation 1.0

04/10/19 Review of correspondence with Willkie and Company on hearing adjournment 1.0

04/10/19 Review of request from CBIZ 1.0

04/11/19 Review of response to CBIZ and subsequent correspondence 1.0

Page 1 of 17


Exhibit A

04/11/19 Correspondence with Working Group regarding March Fee statement 1.0

04/12/19 Review of fulfilled UCC request regarding tax reserves 1.0

04/13/19 Review of and correspondence with Company on creditor inquiries 1.0

04/14/19 Review of inquiry from Buyer and related correspondence with Company 1.0

04/15/19 Review of updated allocation from CBIZ 1.0

04/15/19 Correspondence with Company on employee expenses 1.0

04/15/19 Correspondence with Willkie re: updated allocation and UCC emails 1.0

04/15/19 Call with CBIZ on updated allocation 1.0

04/16/19 Correspondence with Willkie re: call to discuss Plan and Disclosure 1.0

04/16/19 Call with Willkie to discuss updated allocation and case direction 1.0

04/16/19 Review of Company inquires and scheduling for discussion 1.0

04/17/19 Correspondence with RNF and CCS on allocation 1.0

04/17/19 Correspondence with RNF and CCS on Company inquiries 1.0

04/18/19 Review of UCC request and related correspondence on liquidation analysis 1.0

04/18/19 Review of information to be provided in connection with UCC request 1.0

04/22/19 Review of updated allocation and related correspondence with UCC 1.0

04/22/19 Review of March MOR prior to filing 1.0

04/22/19 Review of and correspondence with Willkie and UCC on updated liquidation analysis 2.0

04/23/19Review of correspondence between Willkie and UCC regarding allocation and liquidation

analysis1.0

04/23/19 Review of analysis sent to Willkie regarding priority reserve amounts 1.0

04/24/19 Preparation and Attendance in Court for hearing 2.0

04/25/19 Review of March fee statement prior to filing 1.0

04/26/19 Review of correspondence with Company on inquiry from Buyer 1.0

04/27/19 Review of correspondence from UCC on updated request and related discussion with Willkie 2.0

04/29/19 Preliminary review of updated liquidation analysis for DS 1.0

04/30/19 Review of and correspondence with Working Group regarding Liquidation Analysis 1.0

Page 2 of 17


Exhibit A

TOTAL 53.0

Page 3 of 17


Exhibit A



Christopher Saitta, Senior Associate

April 1, 2019 - April 30, 2019

Total


04/01/19 Review of Committee's mark-up/comments to the plan 2.0

04/02/19 Review and analysis of Committee FA's updated allocation schedule 2.0

04/02/19 Review and analysis of Committee FA's claims register analysis 1.0

04/02/19 Discussion with estate professionals regarding certain accounting principles 1.0

04/02/19 Call with Committee FA's to discuss updated schedule and intercompany claims 1.0

04/02/19 Review of Committee FA's POC reconciliation work 1.0

04/03/19 Fulfillment of diligence request from Committee 2.0

04/03/19 Discussion with counterparty of leased copier regarding pickup of machine 1.0

04/03/19Review and edits to Ryan F's work regarding intercompany claims, 503(b)(9) reconciliations,

and updated accounts payables for Committee2.0

04/04/19 Reconciliation of all disbursements made from March 13 to April 4 for Committee 1.0

04/04/19 Work with estate consultants to determine potential liability from cancelled Pos 1.0

04/04/19 Discussion with estate Consultants regarding KEIP/KERP and payroll disbursements 1.0

04/04/19 Discussion with estate consultants regarding new accounting procedures for wind-down period 1.0

04/05/19 Revisions to liquidation analysis based on conversations with Committee FA 2.0

04/05/19 Correspondence with Committee FA regarding KEIP/KERP and intercompany transfers 1.0

04/05/19 Correspondence with Committee FA regarding liquidation analysis framework 1.0

04/06/19Review of correspondence between Debtor and Committee Counsel regarding open items on

Plan document1.0

04/07/19 Review and analysis of Committee FA's updated allocation schedule 2.0

04/07/19 Analysis of potential administrative claim from former founder/employee 1.0

04/08/19 Review of updated disclosure statement 3.0

04/08/19 Correspondence with Committee FA regarding trade debt owed to logistics provider 1.0

Page 4 of 17


Exhibit A

04/08/19 Review of Debtor Counsel's update email on timing of revised DS and Plan 1.0

04/08/19 Discussion with Debtor Counsel regarding open issues in DS 1.0

04/09/19 Review of administrative payment request by creditor 1.0

04/09/19 Discussion with estate consultant regarding certain post petition disbursements 1.0

04/09/19 Discussion with Committee FA regarding changes to allocation Schedule 1.0

04/10/19 Review of revised allocation schedule 1.0

04/10/19 Review of update email sent from Debtor Counsel to the Board 1.0

04/10/19 Work related to changing bank accounts and enabling disbursements 1.0

04/11/19 Review of draft March MOR 2.0

04/11/19 Discussion with Debtor Counsel regarding certain DS language 1.0

04/12/19 Review and analysis of filed priority tax claims 3.0

04/12/19 Review of email from trade creditor's counsel 1.0

04/15/19 Internal discussion regarding diligence request from Committee FA 1.0

04/15/19 Review and analysis of revised allocation schedule 1.0

04/15/19 Review of emails alleging missing payroll to Julep employees 1.0

04/15/19 Internal discussion regarding Committee member's issues with allocation schedule 1.0

04/16/19 Status call with Debtor counsel 1.0

04/16/19 Correspondence with estate consultants regarding outstanding issues 1.0

04/16/19 Review of correspondence with estate consultants regarding Julep payments to freelancers 1.0

04/16/19 Drafting of new liquidation analysis to show anticipated recoveries by each Debtor 4.0

04/17/19 Internal discussion regarding AR collected by estate, owed to AS Beauty 1.0

04/17/19 Review of updated March MOR and supporting schedules 2.0

04/18/19 In depth review of creditor class breakdown from Omni 5.0

04/18/19 Review and responses to various enquiries from creditors 2.0

04/18/19 Discussion with estate consultants regarding recurring charges 1.0

04/18/19 Revisions to liquidation analysis 2.0

Page 5 of 17


Exhibit A

04/19/19 Review of stipulation requesting payment of administrative expenses by creditor 1.0

04/19/19 Review of updated March MOR 1.0

04/22/19 Preparation of fee schedules for application 4.0

04/22/19 Review of updated allocation schedule from Committee 1.0

04/22/19 Internal discussion regarding updated allocation schedule 1.0

04/22/19 Review of unpaid freelancer invoices 3.0

04/22/19 Review of updated March MOR to be filed 1.0

04/23/19 Preparation for meeting with estate consultant 1.0

04/23/19 Meeting with estate consultant regarding current situation and open to-dos 1.0

04/23/19 Discussions with Debtors Counsel regarding hearing on April 24th 1.0

04/23/19 Work related to preparation for hearing on April 24th, including final edits to DS language 3.0

04/23/19 Review of email correspondence between Debtor Counsel and Counsel to logistics provider 1.0

04/24/19 Review and analysis for administrative and priority claims reserve 1.0

04/24/19 Review and edits to claims reserve based off Committee professional's comments 1.0

04/24/19 Travel to and attendance of Hearing 2.0

04/24/19 Review of correspondence from landlord's counsel 1.0

04/25/19 Review of updated invoices for LG freelancers 1.0

04/26/19 Discussion with estate consultants of AR collected by estate owed to AS Beauty 1.0

04/26/19 Revisions to liquidation analysis by Debtor 2.0

04/28/19 Review of correspondence regarding Glansaol tax extensions and related costs 1.0

TOTAL 97.0

Page 6 of 17


Exhibit A



RYAN N. FEULNER, Analyst

April 1, 2019 - April 30, 2019

Total


04/02/19 Review of CBIZ's updated allocation 1.0

04/02/19 Call with Company's accounting department regarding intercompany accounting methodology 2.0

04/02/19 Call with CBIZ re: updated allocation 1.0

04/02/19 Follow-up correspondence with team regarding intercompany accounting 1.0

04/02/19 Preparation of exhibit regarding post-petition A/P balances 1.0

04/02/19 Correspondence with Company regarding A/P balances 1.0

04/03/19 Preparation of exhibits in response to UCC request and call 3.0

04/03/19 Correspondence with CCS regarding diligence request 2.0

04/03/19 Drafting of correspondence with UCC regarding outstanding questions 1.0

04/04/19Review of Disclosure statement in connection with conversations with Debtor and Committee

professionals1.0

04/04/19 Review of correspondence with UCC regarding cash balances and updates for waterfall 1.0

04/04/19 Preparation of exhibit in response to UCC 1.0

04/04/19 Correspondence with Company professionals regarding post-petition payments 1.0

04/04/19 Preparation of exhibit detailing post-petition payments and reconciliation of cash balances 2.0

Page 7 of 17


Exhibit A

04/04/19 Correspondence with CCS regarding reconciliation prior to sharing with UCC 1.0

04/05/19 Review of email from Willkie regarding plan and disclosure statement exhibits required 1.0

04/05/19 Discussion with CCS regarding exhibits 1.0

04/05/19 Review of exhibits prior to sharing with Willkie 1.0

04/05/19 Review of request from Willkie regarding leases in Seattle 1.0

04/05/19 Correspondence with the Company regarding additional requests from Willkie 2.0

04/06/19 Preparation of responses for Willkie regarding requests 1.0

04/08/19 Review of request from CBIZ regarding prepetition invoices 1.0

04/08/19 Preparation of exhibit for CBIZ 1.0

04/08/19 Drafting of email request to the Company regarding outstanding requests 1.0

04/08/19Continued correspondence with Company regarding outstanding requests and information

required1.0

04/09/19 Review of Correspondence between Willkie and creditor 1.0

04/09/19Review and preparation of answers for Willkie regarding disclosure statement exhibits and

analysis2.0

04/09/19 Instruction to Company regarding payments to be made 1.0

04/09/19 Invoice reconciliation in connection with payments to be made 1.0

04/09/19 Correspondence with Willkie regarding interim fee applications 1.0

04/10/19 Review of emails from Company and bank account contact regarding ACH capabilities 1.0

Page 8 of 17


Exhibit A

04/10/19Review of language included in Disclosure Statement for accuracy and subsequent

correspondence with CCS2.0

04/10/19 Review of updated Allocation Schedule provided by UCC 1.0

04/10/19 Correspondence with Working Group regarding updated allocation 1.0

04/10/19 Correspondence with Company regarding payments 1.0

04/11/19 Correspondence with UCC regarding payment status 1.0

04/11/19 Preparation of exhibit regarding updated cash balance and payments made 2.0

04/11/19 Responses to additional questions from UCC 1.0

04/11/19 Review of additional inquiries from creditors to the Company 1.0

04/11/19Review of additional requests from Willkie regarding the Disclosure statement and recovery

percentages1.0

04/12/19 Correspondence with Willkie regarding Disclosure Statement percentages 1.0

04/12/19 Correspondence with Company regarding taxes and payments 1.0

04/12/19 Review of filed priority tax claims in connection with previous estimates 2.0

04/12/19Preparation of exhibits and analysis on priority tax claims for purposes of the reserves required

in the plan3.0

04/12/19 Review of exhibits with CCS prior to sharing with Willkie and UCC 1.0

04/12/19Drafting of correspondence with Willkie in response to outstanding questions on Disclosure

Statement and tax reserve1.0

04/15/19 Review of updated requests from UCC advisors 1.0

04/15/19 Preparation of information in response to the UCC and subsequent discussion with CCS 2.0

Page 9 of 17


Exhibit A

04/15/19 Drafting of response to the UCC and related questions 1.0

04/15/19 Review of responses from UCC regarding updates to the Allocation Schedule 1.0

04/15/19 Review of correspondence between JPM and CBIZ 1.0

04/15/19Review of correspondences between Working Group and Willkie regarding updates to

allocation model and path forward for updating the Plan and Disclosure1.0

04/16/19 Preparation for participation in call with Willkie regarding the updated allocation 1.0

04/16/19 Participation in call with Willkie regarding the UCC's allocation model and current status 1.0

04/16/19 Review of inquiries from the Company and AS Beauty regarding specific invoices 1.0

04/16/19 Review of information provided on employee obligations 1.0

04/17/19 Review of Working Group correspondence on case status and pending work items 1.0

04/17/19Review of inquiry into AS Beauty and Company correspondence and drafting of response to

Working Group1.0

04/17/19 Correspondence with Willkie and Company regarding March MOR 1.0

04/18/19 Preliminary review of files in support of March MOR 1.0

04/18/19 Payment instruction to Company 1.0

04/18/19Review of correspondence between UCC, Willkie and Working Group regarding allocation and

liquidation1.0

04/18/19 Review of updated diligence request in connection with allocation and liquidation schedules 1.0

04/18/19 Preparation of exhibits in response to UCC request 2.0

04/18/19 Review of tax documents received from Company 1.0

Page 10 of 17


Exhibit A

04/19/19 Preparation of March MOR and related discussion with Working Group and Company 3.0

04/19/19 Correspondence with Willkie regarding March MOR 1.0

04/20/19 Correspondence with Company regarding termination of vendor service 1.0

04/22/19 Correspondence with Willkie regarding March MOR 1.0

04/22/19 Updates to MOR following comments from Willkie and Company 1.0

04/22/19 Review of UCC's limited objection 1.0

04/22/19 Follow-up with Company regarding MOR 1.0

04/23/19 Overview of cash position with CCS 1.0

04/23/19 Review and updates to schedules included in Disclosure Statement 1.0

04/23/19 Review of follow-up requests on administrative reserve 1.0

04/23/19Analysis on administrative reserve for the Plan and drafting of presentation for Willkie to share

with the UCC2.0

04/24/19 Discussion with CCS regarding the hearing and case status 1.0

04/24/19 Review of inquiries from the Company regarding case status and open items 1.0

04/25/19 Review and preparation of hours spent in connection with March fee statement 3.0

04/25/19 Preparation of March fee statement 1.0

04/25/19 Review and amendments to March fee statement 1.0

04/26/19 Correspondence with Company regarding open work items and questions 1.0

Page 11 of 17


Exhibit A

04/26/19 Review of correspondence with Willkie regarding creditor inquires 1.0

04/27/19 Review of updated UCC request and related correspondence with Willkie 1.0

04/27/19 Correspondence with Company regarding information requests 1.0

04/28/19 Review of information provided in connection with diligence request 1.0

04/29/19Correspondence with Working Group and Company regarding outstanding items for UCC

diligence request2.0

04/29/19 Compilation of UCC diligence request and drafting of related correspondence 3.0

04/30/19 Correspondence with the Company regarding remaining UCC diligence items and work-streams 1.0

TOTAL 111.0

Page 12 of 17


2

EXHIBIT B


Exhibit B

Glansaol Holdings Inc.Summary of Disbursements

April 1, 2019 - April 30, 2019

DISBURSEMENTS AMOUNT

1) Ground Transportation (cabs / cars) $49.40

2) Meals --

3) Travel - Lodging --

4) Communication Related 107.60

5) Printing / Copying / Other 62.80

6) Travel - Train --

7) Other / Miscellaneous 83.40

Total Disbursements $303.20

Page 13 of 17


Exhibit B


Disbursement Detail by Category

April 1, 2019 - April 30, 2019

Total Cate-

Date Description of Disbursement Professional Amount gory Category Headline

4/24/19 Taxi to Court for attendance at hearing John P. Madden $25.80 1 Ground Transportation (cabs / cars)

4/24/19 Taxi from Court for attendance at hearing John P. Madden 23.60 1 Ground Transportation (cabs / cars)

TOTAL $49.40

Page 1 of 1


Exhibit B



April 1, 2019 - April 30, 2019

Total Cate-


4/30/19 April phone and internet Charges All Professionals $50.20 4 Communication Related

4/30/19 April conference call charges All Professionals 57.40 4 Communication Related

TOTAL $107.60

Page 15 of 17


Exhibit B



April 1, 2019 - April 30, 2019

Total Cate-


4/30/19 Printing & Copying @ .10 per page (April 1-30) All Professionals $40.30 5 Printing / Copying / Other

4/30/19 Miscellaneous printing expenses April 1-30 All Professionals 22.50 5 Printing / Copying / Other

TOTAL $62.80

Page 16 of 17


Exhibit B



April 1, 2019 - April 30, 2019

Total Cate-


4/30/19 Debtwire usage from April 1-30. All Professionals $35.00 7 Other / Miscellaneous

4/30/19 The Deal usage from April 1-30. All Professionals 40.00 7 Other / Miscellaneous

4/30/19 PACER Docket Research April 1-30. All Professionals 8.40 7 Other / Miscellaneous

TOTAL $83.40

Page 17 of 17


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