1 garman turner gordon llp talitha gray ...talitha gray kozlowski, esq. in support of debtor’s...

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GARMAN TURNER GORDON

650 White Drive, Ste. 100Las Vegas, NV 89119

725-777-3000

GARMAN TURNER GORDON LLP TALITHA GRAY KOZLOWSKI, ESQ.Nevada Bar No. 9040 E-mail: [email protected] TERESA M. PILATOWICZ, ESQ. Nevada Bar No. 9605 E-mail: [email protected] 650 White Drive, Ste. 100 Las Vegas, Nevada 89119 Telephone 725-777-3000 [Proposed] Attorneys for Debtor

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF NEVADA

In re:

U.S.A. DAWGS, INC.,

Debtor.

Case No.: BK-S-18-10453-LED

Chapter 11

Date: Time:

APPLICATION FOR ORDER APPROVING EMPLOYMENT OF GARMAN TURNER GORDON LLP AS COUNSEL FOR DEBTOR

U.S.A. Dawgs, Inc., debtor and debtor-in-possession (“Debtor”), hereby applies to this

Court for entry of an order approving the employment of Garman Turner Gordon LLP (“GTG”)

as attorneys for Debtor as debtor-in-possession. This application (the “Application”) is made

and based upon the memorandum of points and authorities provided herein, the Declaration of

Talitha Gray Kozlowski, Esq. in Support of Debtor’s Application for Order Approving

Employment of Garman Turner Gordon LLP as Counsel for Debtor (the “Kozlowski

Declaration”), and the Omnibus Declaration of Steven Mann in Support of Chapter 11 Petition,

First Day Motions, and Employment Application (the “Omnibus Declaration”), which have been

filed concurrently herewith, as well as the papers and pleadings on file herein, judicial notice of

which is respectfully requested, and any argument of counsel entertained by the Court at the time

of the hearing of the Application.

. . .

. . .

Case 18-10453-led Doc 16 Entered 02/01/18 17:16:17 of 7

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725-777-3000 2

MEMORANDUM OF POINTS AND AUTHORITIES

I. INTRODUCTION

1. On January 31, 2018 (the “Petition Date”), Debtor filed its voluntary petition for

relief under Chapter1 11 of the Bankruptcy Code, thereby commencing the above-captioned case

(the “Chapter 11 Case”). See ECF No. 1.

2. No request has been made for the appointment of a trustee or examiner, and no

official committees have been appointed in this case.

II. JURISDICTION AND VENUE

3. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1134. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A).

4. The statutory basis for the relief sought herein arises from Sections 327, 328,

1107 and 1108 of the Bankruptcy Code, and Bankruptcy Rule 2014.

5. Venue of the Debtor’s Chapter 11 Case in this District is proper pursuant to 28

U.S.C. §§ 1408 and 1409.

6. This Application is a “core proceeding” which the court has jurisdiction to decide

pursuant to pursuant to 28 U.S.C. § 157(b)(2)(A).

7. Pursuant to LR 9014.2, Debtor consents to entry of a final order or judgment by

the bankruptcy judge if it is determined that the bankruptcy judge, absent consent of the parties,

cannot enter final orders for judgment consistent with Article III of the U.S. Constitution.

III. RELIEF REQUESTED

8. Debtor seeks Court approval pursuant to Section 327(a) of the Bankruptcy Code

to employ and retain GTG nunc pro tunc to the Petition Date, as its attorneys in connection with

the commencement and prosecution of the Chapter 11 Case. Pursuant to Sections 328(a), 330,

1 All references to “Section” herein shall be to the Bankruptcy Code appearing in Title 11 of the U.S. Code; all references to a “Bankruptcy Rule” shall refer to the Federal Rules of Bankruptcy Procedure; and all references to a “LBR” shall refer to the Local Rules of Practice for the United States Bankruptcy Court for the Eastern District of California.


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725-777-3000 3

and 331 of the Bankruptcy Code, Debtor, as debtor-in-possession, requests that the Court

approve the retention and compensation of GTG as its attorneys, to perform the legal services

that will be necessary during its Chapter 11 Case in accordance with GTG’s normal hourly rates

in effect when the services are rendered and normal reimbursement policies. See Omnibus

Declaration ¶¶ 71-73.

IV. RETENTION

9. Debtor has selected GTG as its attorneys because of the firm’s knowledge of

Debtor’s financial affairs and GTG’s experience in the field of bankruptcy and personal

reorganizations under Chapter 11 of the Bankruptcy Code. Members of GTG have been actively

involved in many of the largest bankruptcy cases filed in Nevada and throughout the Ninth

Circuit during the last several decades. The attorneys employed by GTG are duly admitted to

practice before this Court. See Kozlowski Declaration ¶ 3; see also Omnibus Declaration ¶ 71.

10. The terms of GTG’s retention are set forth in the engagement letter (the “Retainer

Agreement”) attached hereto as Exhibit “1.” The Retainer Agreement allows for a retainer, and

that such retainer may be adjusted at any time. The Retainer Agreement further provides hourly

rates and charges for the first-quarter of 2018, and that such matters are subject to

reconsideration on a semi-annual basis. See Kozlowski Declaration ¶ 4.

11. GTG has the necessary background to deal effectively with many of the potential

legal issues and problems that may arise in the context of Debtor’s Chapter 11 Case. GTG is

both well-qualified and able to represent Debtor in its Chapter 11 Case in a most efficient and

timely manner. See Kozlowski Declaration ¶ 5; Omnibus Declaration ¶ 73.

12. Debtor may submit applications to retain certain other estate professionals. GTG

intends to monitor and coordinate carefully the efforts of all estate professionals and delineate

clearly their respective duties so as to prevent duplication of effort whenever possible. Rather

than resulting in extra expense to Debtor’s estate, it is anticipated that the efficient coordination

of efforts of Debtor’s attorneys and other professionals will greatly add to the progress and

effective administration of this Chapter 11 Case. See Kozlowski Declaration ¶ 8.


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725-777-3000 4

V. SCOPE OF SERVICES

13. The services of GTG under a general retainer are appropriate and necessary to

enable Debtor to execute its duties as debtor and debtor-in-possession faithfully and to

implement the restructuring and reorganization of Debtor. Subject to further order of this Court,

it is proposed that GTG be employed to render the following professional services:

a. prepare on behalf of the Debtor, as debtor-in-possession, all necessary or

appropriate motions, applications, answers, orders, reports, and other papers in

connection with the administration of the Debtor’s estate;

b. to take all necessary or appropriate actions in connection with sale of

Debtor’s assets and all related documents, and such further actions as may be required in

connection with the administration of the Debtor’s estate;

c. take all necessary actions to protect and preserve the estate of Debtor,

including the prosecution of actions on Debtor’s behalf, the defense of any actions

commenced against Debtor, the negotiation of disputes in which Debtor is involved, and

the preparation of objections to claims filed against the Debtor’s estate;

d. take all actions necessary in connection with negotiation, drafting,

proposing, and pursuing a plan of reorganization; and

e. perform all other necessary legal services in connection with the

prosecution of the Debtor’s Chapter 11 Case.

See Kozlowski Declaration ¶ 6.

14. It is necessary for Debtor to employ attorneys under a general retainer to render

the foregoing professional services. Subject to this Court’s approval of the Application, GTG is

willing to serve as Debtor’s general bankruptcy counsel to perform the services described herein.

See id. ¶ 7.

. . .

. . .

. . .


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725-777-3000 5

VI. DISINTERESTEDNESS

15. To the best of GTG’s knowledge, neither GTG, nor any of its partners or

associates have any present or prior connection with Debtor, or Debtor’s creditors, or other

parties-in-interest, except as set forth herein and in the Kozlowski Declaration. To the best of

GTG’s knowledge, GTG and its partners and associates do not hold or represent any interest

adverse to Debtor’s estate and GTG and its partners and associates are disinterested persons

within the meaning of Sections 101(14) and 327 of the Bankruptcy Code, as modified by Section

1107(b). Additionally, GTG does not have any connection with the Office of the United States

Trustee or any persons employed in the Office of the United States Trustee. GTG’s

representation of Debtor will not be adverse to Debtor’s estate. See id., ¶ 9.

16. Prior to commencing representation of Debtor, Debtor disclosed to GTG its

creditors to enable GTG to determine any prior or present representation of any creditors or

parties-in-interest. From such initial review, up to and including the preparation of this

Application, GTG has continued to review the information provided by Debtor to determine any

previous or present representations of creditors or parties-in-interest. At each stage in the

process, GTG has disclosed to Debtor all such previous or present representations. See id. ¶ 10.

17. GTG will conduct an ongoing review of its files to ensure that no disqualifying

circumstances arise, and if any new relevant facts or relationships are discovered, GTG will

supplement its disclosure to the Court. See id., ¶ 12.

VII. COMPENSATION

18. Debtor has paid GTG the sum of $18,801.97 for legal services rendered in

connection with its restructuring. GTG is also currently holding a retainer in the sum of $198,03.

See id., ¶ 13.

19. The compensation of GTG’s attorneys and paraprofessionals are proposed at

varying rates currently ranging from $155.00 per hour to $190.00 per hour for paraprofessionals,


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725-777-3000 6

ranging from $235.00 per hour to $385.00 per hour for associates, and from $410.00 per hour to

$775.00 per hour for shareholders of GTG, subject to change from time to time as provided for

in the Retainer Agreement, and all subject to application and approval by this Court pursuant to

Sections 330 and 331 of the Bankruptcy Code. Talitha Gray Kozlowski is the responsible

attorney and her rate is $445. Teresa M. Pilatowicz is also working on the matter and her rate is

$385.00. GTG respectfully submits that such rates are reasonable in light of the high quality of

the services being provided and the specialized nature of the services being provided.

Additionally, GTG’s rates are consistent with the market. In the normal course of business, GTG

adjusts its hourly rates on a semi-annual basis. GTG will also seek reimbursement of its

expenses pursuant to its policies set forth in the Retainer Agreement, which generally involve

passing through all properly reimbursable expenses to the client. See id., ¶ 14.

20. As set forth in the Engagement Agreement, Double Diamond Distribution Ltd.

(“Double Diamond”), an affiliate of Debtor, has guaranteed payment of all GTG’s fees and

expenses incurred in connection with the Chapter 11 Case, and agreed to pay, commencing

February 10, 2018 and on the first day of every month thereafter, $10,000 to GTG to be held in

retainer and applied to fees and expenses approved by this Court after application pursuant to

Sections 330 and 331. See id., ¶ 17.

21. Debtor understands that GTG hereafter intends to apply to the Court for

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

provisions of the Bankruptcy Code, including, but not limited to Sections 330 and 331 of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and the Guidelines for Professional

Compensation established by the Office of the United States Trustee, and further orders of this

Court, for all services performed and expenses incurred after the Petition Date. It is further

contemplated that GTG may seek interim compensation during this case as permitted by Section

331 of the Bankruptcy Code and Bankruptcy Rule 2016. GTG understands that its compensation

is subject to prior Court approval. See id., ¶ 18.


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725-777-3000 7

VIII. CONCLUSION

WHEREFORE, Debtor respectfully request entry of an order authorizing the employment

of GTG as Debtor’s attorneys to render the legal services described herein, with compensation

and reimbursement of expenses to be paid as an administrative expense in such amounts as may

be allowed by the Court, pursuant to the provisions of Sections 330 and 331 of the Bankruptcy

Code. Debtor further request that such approval be granted nunc pro tunc to the Petition Date.

Debtor additionally request such other and further relief as is just and proper.

Dated this 1st day of February, 2018.

GARMAN TURNER GORDON LLP

By: _/s/ Teresa_Pilatowicz______TALITHA GRAY KOZLOWSKI, ESQ. TERESA M. PILATOWICZ, ESQ. 650 White Drive, Ste. 100 Las Vegas, Nevada 8911 [Proposed] Attorneys for Debtor

4841-8704-9819, v. 1


Exhibit 1

Exhibit 1

Case 18-10453-led Doc 16-1 Entered 02/01/18 17:16:17 Page 1 of 13

4839-0878-8272, v. 4

January 31, 2018 TALITHA GRAY KOZLOWSKI

Email: [email protected]

VIA E-MAIL Steven Mann, CEO David Kaplan, General Counsel USA Dawgs, Inc. 4120 W. Windmill Lane, Unit #106 Las Vegas, NV 89139 [email protected] [email protected]

Re: Amended Engagement of Garman Turner Gordon

Dear Messrs. Mann and Kaplan:

Thank you for selecting Garman Turner Gordon (“we,” “us,” “our,” or the “Firm”) to provide legal services regarding the Matter described below. The terms in this letter (“Engagement Letter”) together with the Standard Terms of Representation attached hereto as Exhibit A will describe the basis on which the Firm will provide the legal services. As we have discussed, the Firm’s client in this Matter will be USA Dawgs, Inc. (“you,” “your,” or the “Client”) whose address is provided above.

Subject to the Firm’s approval of the engagement on the Matter and the receipt of any retainer required hereby, the Firm will be engaged to represent you in connection with a chapter 11 bankruptcy filing (the “Matter”). Prior to commencement, we will require that you provide us with a Ten Thousand Dollar ($10,000) retainer. Double Diamond Distribution Ltd. (“Double Diamond”) guarantees payment of all fees and expenses incurred in the Matter, and, through its signature on this Engagement Letter, agrees to such guarantee and further agrees to pay, commencing February 1, 2018 and on the first day of every month thereafter, Ten Thousand Dollars ($10,000) to GTG to be held in retainer and applied to fees and expenses incurred as appropriate. To the extent any payment made by You is not honored, Double Diamond agrees to reimburse GTG within twenty-four hours’ notice of such amounts.

You have agreed that the Firm’s representation is limited to the performance of services related to this Matter only. We may agree with you to further limit or expand the scope of the Firm’s representation from time-to-time, but only if a change is confirmed in a writing signed by a partner of the Firm that expressly refers to this letter (a “Supplement”).

650 WHITE DRIVESUITE 100LAS VEGAS, NV 89119

WWW.GTG.LEGAL

PHONE: 725 777 3000

FAX: 725 777 3112


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