case 20-40133-thf doc 219 filed 03/27/20 entered 03/27/20
TRANSCRIPT
UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF KENTUCKY
(Owensboro Division)
In re: Hartshorne Holdings, LLC, et al.,
Debtors.1
Chapter 11 Case No. 20-40133 (Jointly Administered)
APPLICATION TO RETAIN AND EMPLOY WHITEFORD, TAYLOR & PRESTON LLP AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS PURSUANT TO BANKRUPTCY CODE § 1103 The Official Committee of Unsecured Creditors of Debtors Hartshorne Holdings, LLC, et
al., (the “Committee”), duly appointed pursuant to section 1102 of title 11 of the United States
Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) by the Office of the United States
Trustee pursuant to the Notice of Appointment of Committee of Unsecured Creditors filed on
March 10, 2020 (Docket No. 116) to serve in the above-captioned bankruptcy case, hereby
applies to this Court pursuant to Bankruptcy Code § 1103 for an order authorizing the retention
and employment of Whiteford, Taylor & Preston LLP (“WTP”), to be counsel for the
Committee, nunc pro tunc, as of March 11, 2020. In support of this Application, the Committee
relies on the Verified Statement of Whiteford, Taylor & Preston LLP (the “Verified Statement”),
attached hereto as Exhibit A and the Declaration of Greg Wolfe (the “Declaration”), a copy of
which is attached hereto as Exhibit B. In further support of this Application, the Committee
represents as follows:
1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Hartshorne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371
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JURISDICTION AND VENUE
1. Pursuant to 28 U.S.C. §§ 157 and 1334, this Court has jurisdiction to consider and
grant the relief requested herein. A proceeding to consider and grant such relief is a core
proceeding pursuant to 28 U.S.C. § 157(b).
2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The
statutory predicates for the relief sought herein are section 1103 of the Bankruptcy Code. Relief
is also proper pursuant to Rule 2014 of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rule”).
BACKGROUND
3. On February 20, 2020 (the “Petition Date”), each of the Debtors filed a voluntary
petition with this Court for relief under chapter 11 of the Bankruptcy Code. The Debtors are
operating their businesses and managing their properties as debtors-in-possession pursuant to
sections 1107(a) and 1108 of the Bankruptcy Code.
4. On February 21, 2020, the Court entered an order authorizing joint administration
of these chapter 11 cases (Docket No. 36).
5. Pursuant to the Notice of Appointment of Committee of Unsecured Creditors filed
on March 10, 2020 (Docket No. 116), the Office of the United States Trustee appointed the
Committee, consisting of the following three members: (i) United Central Industrial Supply Co.,
LLC, (ii) Carroll Engineering Co., (iii) Trey K Mining and Electric.
6. On March 11, 2020, the Committee retained WTP to provide legal services to the
Committee as its primary counsel in the Debtors’ bankruptcy cases.
7. The Committee seeks to retain and employ WTP as counsel in these Chapter 11
cases effective as of March 11, 2020, to represent the Committee in all matters for which it
requires representation, on the terms and subject to the conditions described below.
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8. The Committee believes that representation by WTP is critical to its efforts to
represent the interests of the unsecured creditors in these chapter 11 cases because WTP has
significant familiarity and understanding of the business, legal and financial issues that will arise
in the Debtors’ cases. Thus, WTP is well-suited to guide the Committee through the chapter 11
process before this Court.
9. WTP is qualified for the type of representation required by the Committee. WTP
has a significant bankruptcy practice, including participation in local, regional and national cases
in many of its offices. In particular, WTP has experience and knowledge in most aspects of the
laws that may arise in these cases, including substantial bankruptcy, restructuring, corporate,
employee benefits, finance, employment, litigation, securities, and tax expertise. WTP likewise
has extensive coal experience. WTP’s attorneys appear regularly in bankruptcy courts
throughout the Northeast and Mid-Atlantic States and have played significant roles in many large
and complex cases across those regions.
10. The Committee anticipates that WTP will render general legal services as needed
throughout the course of these Chapter 11 cases. In particular, the Committee anticipates that
WTP will perform, among others, the following legal services:
(a) Advise the Committee regarding its rights, powers and duties as a committee elected pursuant to Bankruptcy Code § 1103;
(b) Advise and consult with the Committee on the conduct of the cases including all
legal and administrative requirements under chapter 11; (c) Attend meetings and negotiate with representatives of the Debtors, the secured and
unsecured creditors, equity holders, employees and other parties in interest; (d) Advise the Committee regarding any contemplated sale of assets or business
combinations including the negotiation of asset sales, mergers or joint ventures, formulation and implementation of bidding procedures, evaluation of competing offers, drafting of appropriate documents regarding proposed sales and counseling regarding the closing of such sales;
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(e) Advise the Committee regarding prepetition and post-petition financing and cash
collateral arrangements and negotiate documents relating thereto; (f) Advise the Committee on matters relating to Debtors’ assumption, assumption and
assignment and rejection of executory contracts and unexpired leases; (g) Advise the Committee on matters relating to the ordinary course of business
including employment matters, environmental, banking, insurance, securities, corporate, business operation, contracts, joint ventures, real and personal property, press and public relations matters and regulatory matters;
(h) Provide advice and counseling on actions to protect and preserve the Debtors’
estates including actions and proceedings by the Debtors or other designated parties to recover assets, defense of actions and proceedings brought against the estates, negotiations regarding all litigation in which the Committee may be involved and objections to claims filed against the estate;
(i) Prepare and file necessary motions, applications, answers, orders, reports and
papers; (j) Review all pleadings, financial and other reports filed by the Debtors in these
Chapter 11 cases and advise the Committee about the implications; (k) Review the nature and validity of any liens asserted against the Debtors’ property
and advise the Committee concerning the enforceability of such liens; (l) Investigate the acts, conduct, assets, liabilities, and financial condition of the
Debtors, the operation of the Debtors’ business and the desirability of the continuance of such business, and any other matter relevant to the cases or to the formulation of a plan;
(m) Commence and conduct any and all ligation necessary or appropriate to assert
rights held by the Committee and/or protect assets of the Chapter 11 estate; (n) Negotiate and participate in the preparation of the Debtors’ plan(s) of
reorganization, related disclosure statement(s) and other related documents and agreements and advise and participate in the confirmation of such plan(s);
(o) Attend meetings with third parties and participate in negotiations with respect to the
above matters; (p) Appear before this Court, other courts and the United States Trustee to protect and
represent the interests of the Committee and the Committee’s constituents;
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(q) Meet and coordinate with other counsel and other professionals representing the Debtors and other parties in interest; (r) Perform all other necessary legal services and provide all necessary legal advice to
the Committee in connection with this chapter 11 cases; and (s) Handle such other matters as may be requested by the Committee and to which
WTP agrees.
11. The Committee requires knowledgeable counsel to render these essential
professional services. WTP has agreed to act on behalf of the Committee and will avoid
duplication of services being provided by other professionals.
DISINTERESTEDNESS OF COUNSEL
12. Except as set forth in the Verified Statement, to the best of the Committee’s
knowledge, information and belief, the partners, counsel and associates of WTP do not have any
connection with the Debtors, its affiliates or subsidiaries, its creditors, the United States Trustee or
any person employed in the Office of the United States Trustee, or any other party in interest or
their respective attorneys and accountants; are “disinterested persons” within the meaning of
Bankruptcy Code § 101(14); and do not hold or represent any interest adverse to the Debtors’
estate.
13. More specifically, as set forth in the Verified Statement:
(a) Neither WTP nor any attorney at WTP holds or represents an interest adverse to the Debtors’ estate. As set forth in the Verified Statement, WTP has in the past and presently represents certain of the Debtors’ unsecured creditors and parties in interest in matters unrelated to the Debtors and/or the Debtors’ bankruptcies and WTP will not represent such creditors or parties in interest in these bankruptcy cases.
(b) Neither WTP nor any attorney at WTP is or was a creditor, an equity holder or an insider of the Debtors.
(c) Neither WTP nor any attorney at WTP is or was an investment banker for any outstanding security of the Debtors.
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(d) Neither WTP nor any attorney at WTP is or was an investment banker for any security of the Debtors or an attorney for an investment banker in connection with the offer, sale or issuance of any security of the Debtors.
(e) Neither WTP nor any attorney at WTP is or was a director, officer or employee of the Debtors or of an investment banker of the Debtors.
(f) Neither WTP nor any attorney at WTP has an interest materially adverse to the interests of the Debtors’ estates or of any class of creditors or equity security holders by reason of any direct or indirect relationship to, connection with or interest in the Debtors or an investment banker specified in the foregoing paragraphs, or for any other reason except as specifically set forth in the Verified Statement.
PROFESSIONAL COMPENSATION
14. WTP’s fees are based on its standard hourly rates which are periodically adjusted.
WTP’s hourly rates for attorneys likely to assist in these cases range from approximately $365 per
hour for associates to $675.00 per hour for the firm’s partners. Billing rates for paraprofessionals
are $295 per hour.
15. The principal attorneys and paralegals presently designated to represent the
Committee and their hourly rates for these cases are:
Initials Name Position Admission 2020 Client Rates MJR Michael J. Roeschenthaler Partner 2001 $615 BMR Brandy M. Rapp Partner 2005 $470 RWR Richard W. Riley Counsel 1988 $675 JSP Jana S. Pail Counsel 2001 $515 DRS Daniel R. Schimizzi Associate 2011 $425 JMF Jeffrey M. Friedrich Associate 2013 $405 KEM Kelly E. McCauley Associate 2013 $395 JZB J. Zachary Balasko Associate 2016 $365 SH Susan Harding Paralegal NA $295
16. WTP will apply to the Court for allowance of compensation for professional
services rendered and reimbursement of costs and expenses incurred during these cases in
accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local
Bankruptcy Rules of this Court and other applicable orders of this Court.
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17. WTP will charge the Committee for certain services provided and costs and
expenses incurred in connection with the services provided. It is the policy of WTP to charge its
clients in all areas of practice for most expenses and costs incurred on behalf of a client and in
connection with a client’s case. Such expenses include, but are not limited to, photocopies, travel
expenses (mileage, parking, airfare, lodging, meals and ground transportation), long distance
telephone charges, telecopier costs, delivery and courier services, express mail, computerized
research tools such as LEXIS, WESTLAW and PACER, court costs and filing fees, court
reporters, hearing transcripts, expert witnesses, and certain secretarial overtime expenses. WTP
will charge the Committee for these costs and expenses consistent with charges generally made to
the firm’s other clients.
18. WTP has agreed to accept as compensation such sums as may be allowed by this
Court on the basis of the professional time spent, the rates charged for such services, the necessity
of such services, the reasonableness of the time within which the services are performed and the
complexity, importance and nature of the problems, issues and tasks addressed in these cases.
With respect to travel time, WTP will bill one-half of the actual time spent on travel.
19. Other than as set forth above and in the Verified Statement, no arrangement is
proposed between the Committee and WTP for compensation to be paid in these cases and no
agreement or understanding exists between WTP and any other entity for the sharing of
compensation received or to be received for services rendered in or in connection with these cases.
EFFECTIVE DATE OF RETENTION
20. The Committee requested that WTP immediately commence services before this
Application could be heard or approved. Accordingly, WTP commenced performing services for
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the Committee on March 11, 2020. The Committee requests that the retention of WTP be approved
effective as of March 11, 2020.
NO PRIOR REQUEST
21. No prior request for the relief sought herein has been made to this Court by the
Committee in these cases.
NOTICE
22. Notice of this Motion has been given to: (a) the United States Trustee for Region
8; (b) the creditors holding the 30 largest unsecured claims in these cases; (c) the Office of the
United States Attorney for the Western District of Kentucky; (d) the Environmental Protection
Agency; (e) the Kentucky Energy and Environment Cabinet; (f) the office of the Kentucky
Attorney General; (g) the Internal Revenue Service; (h) the Debtors’ prepetition secured parties;
(i) the Debtors’ debtor-in-possession lender, and (i) any party that has requested notice pursuant
to Bankruptcy Rule 2002.
WHEREFORE, the Committee respectfully requests the entry of an order, substantially in
the form filed contemporaneously with this Application, pursuant to Bankruptcy Code § 1103
authorizing the Committee to retain and employ WTP as its attorneys to perform the legal services
that will be necessary during these chapter 11 bankruptcy cases and such further relief as is just and
proper.
Dated: March 25, 2020 Respectfully submitted,
By: __________________________ Greg Wolfe, Chairperson Official Committee of Unsecured Creditors of Hartshorne Holdings LLC, et. al.
Respectfully submit
________________Greg Wolfe Chairp
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/s/ Michael J. Roeschenthaler (PA Bar No. 87647) WHITEFORD, TAYLOR & PRESTON LLP 200 First Avenue, Third Floor Pittsburgh, PA 15222 Tel. (412) 618-5601 [email protected]
Proposed Counsel for Official Committee of Unsecured Creditors of Hartshorne Holdings LLC, et. al.
/s/ James R. IrvingDentons Bingham Greenebaum LLP3500 PNC Tower101 S. Fifth StreetLouisville, KY 40202Telephone: (502) 587-3606E-mail: [email protected]
Proposed Local Counsel for the Official Committee ofUnsecured Creditors of Hartshorne Holdings LLC, et al.
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EXHIBIT A
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UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF KENTUCKY
(Owensboro Division)
In re: Hartshorne Holdings, LLC, et al.,
Debtors.1
Chapter 11 Case No. 20-40133 (Jointly Administered)
VERIFIED STATEMENT OF WHITEFORD, TAYLOR & PRESTON LLP
Michael J. Roeschenthaler of Whiteford, Taylor & Preston LLP (“WTP”), the proposed
counsel for the Official Committee of Unsecured Creditors of Debtors Hartshorne Holdings, LLC,
et al., (the “Committee”), duly appointed pursuant to section 1102 of title 11 of the United States
Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) by the Office of the United States
Trustee pursuant to the Notice of Appointment of Committee of Unsecured Creditors filed on
March 10, 2020 (Docket No. 116) and Bankruptcy Rule 2014(a), respectfully represents:
1. I am a partner of Whiteford, Taylor & Preston, LLP (“WTP”), located at 200 First
Avenue, Third Floor, Pittsburgh, PA 15222, and have been duly admitted to practice law in the
Commonwealth of Pennsylvania. This Statement is submitted in support of the Application to
Retain and Employ Whiteford Taylor & Preston, LLP as Counsel for the Official Committee of
Unsecured Creditors Pursuant to Bankruptcy Code § 1103 (the “Application”).
2. I am duly authorized to make this Verified Statement on behalf of WTP and to
submit this Verified Statement in support of the Application. Unless otherwise stated in this
Verified Statement, I have personal knowledge of the facts hereinafter set forth. To the extent
1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Hartshorne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371
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any information disclosed herein requires amendment or modification upon WTP’s completion
of further analysis or as additional information becomes available, a supplemental Verified
Statement will be submitted to the Court reflecting such amended or modified information.
3. As specifically set forth herein, WTP and certain of its partners, counsel and
associates have worked with, may currently work with and likely in the future will work with
certain of the Debtors’ creditors and other parties in interest in ongoing matters unrelated to these
chapter 11 cases. To the best of my knowledge, none of these business relations constitute
interests materially adverse to the Debtors or its bankruptcy estates.
4. To review potential conflicts of interest in these cases, as well as to determine all
“connections” (as such term is defined in Bankruptcy Rule 2014) with parties-in-interest and
potential parties-in-interest in these chapter 11 cases, WTP has searched its electronic database
for connections with the parties and entities listed on Schedule 1 to this Verified Statement,
which represent the Debtors’ principal creditors, equity holders and other parties in interest in
these cases.
5. Schedule 2 attached hereto identifies certain creditors, equity holders or other
parties in interest that WTP currently represents or has represented in the past in matters
unrelated to the Debtors and these chapter 11 cases. Unless identified on Schedule 2 or otherwise
described herein, WTP does not currently represent and has not represented in the past the parties
listed on Schedule 1 as of the date of the filing of this Application.
6. Based on the conflicts searches conducted to date and described herein, to the best
of my knowledge, neither I, nor any partner, counsel or associate of WTP, insofar as I have been
able to ascertain, currently represent or has represented the parties listed on Schedule 1, except as
disclosed on Schedule 2 or otherwise described herein. WTP is a disinterested person.
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7. To the best of my knowledge, information and belief, WTP has no other
connection with any of the Debtors’ creditors, or any other party-in-interest, its respective
attorneys and accountants, the United States Trustee, or any person employed in the office of the
United States Trustee.
8. As with any bankruptcy case, it is difficult to say with certainty that all material
relationships have been discovered at this point in these cases. Accordingly, WTP will
periodically update its conflicts database and if any new material relationships are discovered,
they will be disclosed in a supplemental filing with the Court.
9. WTP and certain of its partners, counsel and associates currently represent, have
represented in the past, and likely will continue to represent creditors of the Debtors and other
parties-in-interest in connection with matters unrelated to the Debtors and these chapter 11
cases. As of the filing of the Application, the Firm is not aware of any such representations
except as disclosed on Schedule 2 or otherwise described herein. None of these representations
are materially adverse to the interests of the Debtors’ estate or any class of creditors or equity
security holders thereof. WTP has not represented, is not representing, and will not represent
any entities or any of their respective affiliates in connection with any matters that are related
to the Debtors or these chapter 11 cases.
10. Moreover, pursuant to section 1103 of the Bankruptcy Code, WTP is not
disqualified from acting as the Committee’s bankruptcy counsel merely because it represents
certain of the Debtors’ creditors, equity security holders or other parties in interest in matters
unrelated to these chapter 11 cases.
11. Therefore, each of the partners, counsel or associates of WTP, insofar as I have
been able to ascertain, (a) do not have any connection, except as otherwise set forth herein, with
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the Debtors, its creditors or any other parties in interest, the United States Trustee for the
Western District of Kentucky or any person employed in the office of the same, United States
District Court Judges for Western District of Kentucky, United States Magistrate Judges for the
Western District of Kentucky, or the United States Bankruptcy Judges for the Western District of
Kentucky, (b) is a “disinterested person,” as that phrase is defined in section 101(14) of the
Bankruptcy Code, and (c) does not hold or represent any interest adverse to the Debtors’ estate.
12. During the chapter 11 cases, WTP proposes to be compensated at the rates of
their attorneys in effect as of the Petition Date and on the terms and conditions consistent with
what WTP normally charges clients that are not creditors committees. WTP’s standard terms
and conditions of engagement require prompt payment of its hourly rates as adjusted from
time to time in accordance with WTP’s established billing practices and reimbursement of
out-of-pocket disbursements at cost or based on formulas that approximate the actual cost
where the actual cost is not readily ascertainable.
13. Subject to these terms and conditions, WTP intends to apply for compensation for
professional services rendered on an hourly basis and reimbursement of expenses incurred in
connection with these chapter 11 cases, subject to the Court’s approval and in compliance with
applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any
other applicable procedures or orders of the Court.
14. The hourly rates and corresponding rate structure to be used by WTP in this
chapter 11 case are comparable to the hourly rates and corresponding rate structure used by WTP
for restructuring, workout, bankruptcy, insolvency, and comparable matters, as well as similar
complex corporate, securities, and litigation matters, whether in court or otherwise, regardless of
whether a fee application is required.
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15. Other attorneys and paralegals at WTP may be called upon on occasion to assist
in the representation. The hourly rates for the attorneys and paralegal whom are expected to have
primary responsibility for the representation of the Committee in these cases are set forth below:
Initials Name Position Admission 2020 Client Rates MJR Michael J. Roeschenthaler Partner 2001 $615 BMR Brandy M. Rapp Partner 2005 $470 RWR Richard W. Riley Counsel 1988 $675 JSP Jana S. Pail Counsel 2001 $515 DRS Daniel R. Schimizzi Associate 2011 $425 JMF Jeffrey M. Friedrich Associate 2013 $405 KEM Kelly E. McCauley Associate 2013 $395 JZB J. Zachary Balasko Associate 2016 $365 SH Susan Harding Paralegal NA $295
16. The hourly rates charged by WTP’s professionals differ based on, among other
things, such professional’s experience. These rates may change from time to time in accordance
with WTP’s established billing practices and procedures.
17. WTP also will charge for all actual out-of-pocket expenses incurred by WTP on
the Committee’s behalf, such as filing fees, document reproduction, long distance telephone and
telecopier charges, mail and express mail charges, travel expenses, overnight courier expenses,
computer research, expenses for “working meals,” transcription costs, and other disbursements.
WTP will charge for these expenses in a manner and at rates consistent with charges made
generally to WTP’s other clients. WTP will make every effort to minimize expenses in these
chapter 11 cases.
18. WTP will maintain detailed, contemporaneous records of time and any actual and
necessary expenses incurred in connection with the rendering of the legal services described
above by category and nature of the services rendered.
19. No promises have been received by WTP nor by any partner, counsel or associate
thereof as to compensation in connection with these chapter 11 cases other than in accordance
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with the provisions of the Bankruptcy Code and as described herein. WTP has no agreement with
any other entity to share with such entity any compensation received by WTP in connection with
these chapter 11 cases.
20. WTP further states that pursuant to Bankruptcy Rule 2016(b), it has not shared nor
agreed to share (a) any compensation it has received or may receive in connection with these
chapter 11 cases with another party or person, other than with the partners, counsel, associates and
contract attorneys associated with WTP or (b) any compensation another person or party has
received or may receive in connection with these chapter 11 cases.
21. WTP intends to apply for compensation for professional services rendered and
reimbursement of expenses incurred in connection with these chapter 11 cases in compliance
with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the
U.S. Trustee Guidelines, and any other procedures and orders of the Court. The following
information is provided in response to the request for additional information set forth in
Paragraph D.1 of the U.S. Trustee Fee Guidelines:
Question: Did you agree to any variation from, or alternatives to, your standard or customary billing arrangements for this engagement?
Response: No. Question: Do any of the professionals included in this engagement vary their rate
based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months pre-petition, disclose your
billing rates and material financial terms for the pre-petition engagement, including any adjustments during the 12 months pre-petition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference.
Response: WTP did not represent the Committee prior to the Debtors’ chapter 11
cases.
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Question: Has your client approved your prospective budget and staffing plan, and,
if so, for what budget period. Response: The Committee and WTP expect to develop a prospective budget and
staffing plan to comply with the U.S. Trustees requests for information and additional disclosures, and any other orders of the Court, recognizing that in the course of these chapter 11 cases there may be unforeseeable fees and expenses that will need to be addressed by the Committee and WTP.
22. I, Michael J. Roeschenthaler, a partner of Whiteford, Taylor & Preston LLP, declare
under penalty of perjury that the forgoing is true and correct.
Dated: March 25, 2020 WHITEFORD, TAYLOR & PRESTON LLP
/s/ Michael J. Roeschenthaler (PA Bar No. 87647) 200 First Avenue, Third Floor Pittsburgh, PA 15222
(412) 618-5601 Tel. [email protected] Proposed Counsel for Official Committee of Unsecured Creditors of Hartshorne Holdings, LLC, et al
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SCHEDULE 1 Entities and Individuals Searched by Category
Debtors Hartshorne Holdings, LLC Hartshorne Mining Group, LLC Harshorne Mining, LLC Hartshorne Land, LLC Non-Debtor Affiliates Paringa Resources Limited Hartshorne Coal Mining Pty Ltd HCM Resources Pty Ltd. Hartshorne Operations, LLC Current and Former Directors and Officers Ian Middlemas Todd Hannigan Egan Antill David Gay Jonathan Hjelte Richard McCormick Thomas Todd Richard Kim Dominic Allen Bruce Czachor Gregory Swan Adam Anderson Greg Saragas Gary Phillips Jeff Garrison Brent Hawley Jim Middleton Chris Blalock Ronnie Drake Troy Johnson Chris Brooks Zac Clayton Mike Putman Casey Larkins Grant Quasha Mark Pearce Anastasio Arima
Financers and Security Trustee Tribeca Global Resources Credit Pty Ltd Global Loan Agency Services Australia Nominees Pty Ltd Macquarie Bank Limited Komatsu Financial Limited Partnership Texas Capital Bank Current and Former Customers Big Rivers Electric Corporation Indiana-Kentucky Electric Corporation American Electric Power Kentucky Utilities Company Louisville Gas & Electric Debtors' Professional DLA Piper Frost Brown Todd LLC FTI Consulting, Inc. Perella Weinberg Partners Old National Bank Argonaut Capital Limited Marshall Miller & Associates, Inc. Deloitte & Touche LLP Energy Ventures Analysis H.C. Wainwright & Co. Roth Capital Partners Cardno, Inc. Precision Testing Laboratory, Inc. Grantors/Lessors Stambush, Earl Hunt, Richard & Donna Dame, Charles & Thelma West, William St. Mary's Episcopal Church Farris, James M. James E., & Shannon Wilson, John & Margaret, & JoAnn Mathis Mercer, Carlus & Stacy Cox, Lovinea Adams, Julie & William Thomas Coombs, Shirley & Charles Heriges, Danielle & David
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Grantors/Lessors (continued) Quinn, Marilyn Corim Farms, Inc. Capps Family Trust Kim, Chong Soo & Jin Sook Combes, Clyde & Linda Hust, Lawrence & Ann Faulkner, Judith Keckley Mercer, Carl & Bette Jo Mercer, Jason Woodruff, Larry & Marion John Armstrong Armstrong, Cheryl Woodruff, Jimmie & Joy Grant, Babara Dame, Charles Kevin & JoAnn Dame, Shawn Tooth Acres, LLC Stanley, Emmitt & Anita Brazzell, William & Joyce Ann William Thomas & Joyce Ann Brazzel Trust West, John & Bonnie C & T Famrs, LLC Miles Farms, LLC J.F. Wilbur, Inc. Stanley, Lisa Corum Family Trust Parish, Omar Jr., & Barbara Fox, Patricia Ashby, Paul & Ginger Tucker, Thomas Tapp & Melton Farms, LLC Bragg, Robert & Geraldine Renfro, William & Karen Fox, Harold & Judy Nance, Barry Story, Jane Vaught, Kay Ashby, Gerald & Barara Rames, Charles & Lola Belle Bradley Carroll Ashby Revocable Trust Smith, Sharon Mac Welte, Paulette & Virgil Heilman, Eva
Grantors/Lessors (continued) Pottgiesser, Nichole & David Sanderfur, Robert & Marela Patrick J. & Glenda A. Cortney Trust Major, Linda Major, Helen Bickett, James & Margaret Bickett, Alvin & Betty Rudd, Allen & Pam Weltner, Douglas & Ann Harberson, Donald & Rita Harberson, Jeremy & Rebecca Zachary, Kerry & Janice Wilson, Tommy & Debbie Baggett, Gayle & Brenda Daugherty, Roger & Sherry Gardner, Robert Corum, Frank & Janet Cummins, Ann Corum Linville, Darren & Larlee Bickett, Edmund & Lula Margaret Morning Star Properties, Inc. Holzhauser, Albert & Ruby Cobb, Jimmy & Gladys Mae Miller, Larry & Nina Ponderosa Realty Inc. Bobby Wayne & Barbara Lee Thomas Gregory Wayne & Stephanie Thomas John R. , V & Heather Vickers Cory & Candace Walker Robert & Sara Englehardt Allen & Michelle D. France Derek L. & Susan Alexander Cary, Glover Jr. Austin, Oswald & Ina Carter, Dorothy Sutton, Larry Sutton, John VanCleve, James & Leigh, B.T. & Doris Miles, William E.T. Woosley Farms, LLC Miller, David & Sharon Miller, Gregory & Angela Abrams, Benjamin & Barbara Logsdon Family Farms, LLC Logsdon, Philip & Mary
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Grantors/Lessors (continued) Ayer, Jonathan & Traci John H. and Betsy Woosley Trust Woosley, Marnitta Morehead, Craig & Janet Dudley & Francis Dame Dame, Larry & Vickey Austin, Earlene Charles Green Farms, LLC Abrams, David & Betty Bozarth, Glenna Belle Johnson, Ben Austin, Janet & Roger Ayer, Bobby & Judith Kirkland, Larry & Linda Kirkland, Louise Graham, Paul & Wanda Alexander, Joyce M. Raymond J. Walker Revocable Trust Rickard, David & Patty Johnson, Linda & Darrel Bozarth, Rodney Austin, Walter & Josephine Hull, Mary Austin, Jaclyn Belle Miller, Danny & Kathy Agent, Geraldine Miller Hollis, Renee Miller Miller, Linda Cissna, Connie Miller, Ricky Woosley, Darrel & Shirley Woosley, Kenneth Ray, Juanita Mackie, Carey John & Donna Thomas Trust (Donna Thomas Trustee) Kittinger, Loretta Kittinger, McLean Farm McElwain, Debra McElwain Family Trust Mitchell, Dan & Julie Ellis, Lomer T. Jr., & Nancy Jo Gaham, Freeman & Linda Abrams, Edwin
Grantors/Lessors (continued) Hines, James & Janice Hines, Jane Hines, William & Renita Igleheart, Christopher & Jennifer Miller, Douglas & Marquetta Miller, Wendell & Elizabeth Miller, Allen Sr., & Wilma Stratton, Byron Miles Vickers, John R., IV, & Evelyn McElwain, Lonnie & Danielle Bowman, Benita Miller, David & Sharon & Miller, Gregory & Angela Rickard, Barbara McElwain, John & Stacy Romans, Judith Ann Moore Graham, Jeremy & Graham, Jessica Edna Willis Trust (Robert L. Willis, Trustee) Fulkerson, Ronnie & Keila Roberts, David & Judith Carter, Jason & Michelle Crowe, Jerry & Shirley Smith, Richard & Rebecca Bagget, Jerry & Jannett Peyton, Joseph & Charlotte Bell, Leora Ricky Bell Deanna McCoy Wayne and Martha Bell Jack and Trudy Bell David and Brenda Bell Kaleb and Ashley Bell Ellis, Glenn & Ann Keanan and Caroline Bell Riggs, Stephen & Bebra Howell, Stanley & Janet Rose Revlett Grain Farms Carter, Herschel & Martha Austin, Wayne & Martha Everly, Tina & Nathan Bobo, Terry Sr. & Claudia Mincy, Keith Ellis, John R., Sr. West, Charles & Kelia Ellis, John & Donna
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Grantors/Lessors (continued) Mincy, Luther Jr., & Kimberly The Green Family Partnership Green, David & Stacy Green, Timothy C.E. Martin Heirs, LLC Gunterman, Jeff & Judith Son, Geneva Rickard, James & Helen Campbell, James & Youlanda Bunch, Alva Rickard, William Morgan & Sondra Cissna, Henry & Yvonne Bowling, Doris Rickard, Patrick & Beverly Rickard, Tony & Carol Williams, Eric & Tara ICU Chickens, LLC Rickard Farms LLC Galloway, Jarrod & Brittney Arnold, Terry Schadler, George & Shirley Seymour, Steve & Debra Logsdon, Paull, III & Machera Poplar Grove Poultry, Inc. Logsdon Farm Service, Inc. Rickard, David & Patty, Austin, Janet & Roger, & Young, Susan. Willis, Glenda Sue Daugherty, Barbara Ann Howard, Jerrow W. Revocable Tr. Hudson, Samuel Gaw & Teresa West Thomas, Bobby Wayne & Barbara Lee Thomas, Gregory Wayne & Stephanie Riley, Joe E. & Betty C. West, Harold T. & Starlene Anderson, Sharon & Kenneth Batsel, Jennie Lee Marlatt, Joyce Deane & Loverne N. Batsel, Thomas Ashby & Barbara Niswonger, Elizabeth Dossett, Susie Dee Smith, Rogers H. & Tammy W. Smith, Sidney Terrel & Linda Dayhoff Rickard, Walter Wayne & Anna Faye
Grantors/Lessors (continued) Ellis, Christopher Jacob & Roxann Baggett, Daniel L. Baggett, Derek M. Dant, Michael & Margaret Frailley, Charles Morton & Paula F. Frailley, Lucas & Susan Frailley, Heath & Niki Frailley, Chad N. Rickard, Ellis W. & Nina G Patterson, Guy W. & Sandra K Patterson, Clint & Michelle Gish, Charles R. Walker, Cory & Candace Rickard, James & Joyce Mize, Sandra M. & Jerry Pyles, Dana & David Miller, Fletcher Eric & Grace Rickard, Douglas & Barbara Tooley, Elbert Dwight & Brenda Davis TE Minerals, LLC Eric Timrud and Dorothy Leszko Robert L. and Patricia Rogers Thomas A. and Emily W. Rogers Judy and Joseph Christian June Young Kathy Lawrence Gregory A. and Angela K. Miller Allen J. and Wilma D. Miller Douglas P. and Marquetta Miller Wendell H. Miller Charles F. and Edna Bates William S. Bates Lavinia C. and William Filiatreau Bernie and Lois Crumbaker Ronald E. and Jane B. Crumbaker Terry L. & Rebecca D. Riley, Leslie W. & Lisa A. Riley Dennis W. Dement Elva Lee McKenny Terry L. and Rebecca D. Riley Douglas and Marquetta Miller David H. Jernigan, Trustee Richard B. Miller Revocable Living Trust Young, David T. Rickard, Patty D. Rickard Jaclyn Belle Austin
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Grantors/Lessors (continued) Rice Contracting, LLC Randall L. Shanks Edward & Crystal West Latricia G. Fisher Audra J. Fetcher Joseph C. & Tracy L. Logsdon Scott & Sherry Logsdon Judy C. Logsdon William C. Logsdon Irrecocable Trust Philip and Mary L. Logsdon Jeff & Judy Gunterman Charles H. Gossett Lyndel Arnold David Conrad Pamela & Robert Jennings Karen & Gary Bickett Farms, LLC Allen Leonard and Susan I. Baggett Lavada Roberts Walter K. Roberts Madelaine Roberts Jody E. Roberts and Peggy Roberts Delores Roberts Jennifer Dobbins and Paul Dobbins Michelle Roberts and Gary Zirpoli Bruce Roberts and Martha Roberts Beverly Allen Norville & Peggy Arnold PK Ellis Estate Ronald A. Logsdon Janice Wicks Bobby Wicks and Joyce Wicks Janet Austin and Roger Austin Susan Young David Rickard and Patty Rickard Billie John Thomas and Rebecca Thomas Tommy Lynn Thomas and Tara Thomas Jonnie Renea Thomas Jesperson and Rene K. Jesperson Kris Ann Thomas Arnold and Tracy Arnold Billie Jane Thomas Sumra and Atul Sumra James Wesley Moore and Trudy Moore Bryan Miles Stratton Larry E. Kirkland, Linda C. Kirkland Janet R. Austin, Roger W. Austin, Susan R.
Grantors/Lessors (continued) Glenna B. Bozarth Guy and Sandra Patterson Melvin R. and Katherine Cabbage Carolyn Jackson Gregory Wayne Thomas Bobby and Barbara Thomas Leslie W. and Lisa A. Riley Lorna Sue and Donald Pierce Charles M. and Paula F. Frailley Randall Shanks, Edward & Crystal West Oswald D. & Ina Austin Jerrol W. Howard, Jr. Revocable Trust Barbara Lee Thomas Estate Linford Lee and Wanda Lee Kimberly Marks Kelly Baggett Foster and Kevin Foster Lisa Baggett Hicks and Dwayne Hicks C. Bruce Vanderver Kimberly McGehee Cheryl Bushong Shelia Fulkerson William S. Miles Estate Sterett Miles Paul Miles Suzanne Miles Michael Stratton Jennifer McCrystal Andy Seymour Alison Miles Bobby Miles Abby Miles Westyn Miles Rebecca Bozarth Buna Miller John Doyle Wilson – Trustee for Sean C. Wilson Jean Littlefield Wendell M. Littlefield David Quinn Tony Ann Gipe Elizabeth Dru West Donah Lee McDonald Corum Farms, Inc. F & S Farms, LLC
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Grantors/Lessors (continued) Marjorie Ann Kittinger James Hugh Kittinger Diana Kittinger Gilda E. Mitchell James L. Beck and Bettye J. Beck Roy Joe Head Elizabeth Galloway Christopher Armstrong CBoone LLC Woodruff Energy LLC Nell Ann Arnold Charles Ranes and Lola Bell Ranes Patrick J. Courtney & Glenda A. Courtney Revocable Trust Warren L. and Lori J. Givens Boots Pennyrile, LLC Vendors Aflac Airgas All Source Industry Supply, Inc American Printing Company (APC) Associated Engineers, Inc AT&T Buchanan Pump Service & Supply Co. Inc. C.H. Kyle Co. Carroll Engineering Co CDW LLC Champion Industries, Smith & Butterfield Cintas CRS One Source Cuda Bits LLC Envision Contractors, LLC Eric Wells Training First-Line Fire Extinguisher Company Forestry Suppliers, Inc. Fortner LP Gas Company Inc. Fricke Management & Contracting, Inc. Frontier-Kemper Constructors, Inc Frost Brown Todd LLC GBS Enterprises, Inc. H&G Limestone Products. LLC Hagan's Outdoor Equipment SWAT Pest Management Time Warner Cable
Vendors (continued) Happy's of Madisonville Harding Shymanski & Company, PSC Health Resources, Inc. Home Oil & Gas Company, Inc. Hughes Network Systems, LLC J.H. Fletcher & Co. Jennmar JMS Russel Metals Corp John Plunkett Kenergy Corporation Kentucky State Treasurer Kerco, Inc Kimberly Sandberg Komatsu Financial Lang Co. Lieberman Technologies MACO Reprographics LLC Madisonville Auto Parts, Inc. Meuth Construction Supply, Inc Mine and Mill Supply Company, LLC MineSafe Electronics, Inc. Modern Welding Company of Kentucky, Inc. MSDS Online Inc. "Velocity EHS" Natural Resource Management Solutions (NRMS) NPN Environmental Engineers, Inc. Office Depot Pioneer Supply Pollard & Sons Excavating LLC Power Technologies Preiser Scientific, Inc PSG Safety Products Rexel USA, Inc Richland Volunteer Fire Department Richwood Industries, Inc. Road Builders, LLC Royal Brass & Hose Sacramento Waterworks Shred-it USA Special Mine Services, Inc. Spectrotel Star Industrial Supply, Inc. Stonebridge Press LTD Strata Safety Products LLC Superior Office Systems
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Vendors (continued) United Central US Bank Equipment Finance WC Hydraulics LLC West KY Pipe & Valve Inc. Advanced Fabricators & Rebuilders William E. Groves Construction, Inc. Woodruff Supply Co. Inc. Catering and Creations Advanced Coal Technology Equisolve Humana Insurance Company Availent Systems DJRP Enterprises LLC Prophet One Solutions LLC Redchip Companies, Inc. Glenwood Management Corp. Lakeshore Country Club Ordinary Course Professional Computershare investor Services Gibson, Dunn & Crutcher Quisenberry and Quisenberry Wyatt Tarrant & Combs, LLP Jackson Kelly PLLC Stantec Consulting Services, Inc. John Hancock City Centre Automatic Data Processing (ADP) Producers and Insurers Accord Corporation Imperium Insurance Company Great Midwest Insurance Company Rockwood Casualty Insurance Company Lloyds of London Van Meter Insurance Group Houchens Insurance Group Price Forbes & Partners Limited Aon UK Limited FIRST Insurance Funding Humana Insurance Company
Bankruptcy Judges and Staff Judge Alan C. Stout Karen Lynch Jim Higdon Sherry Graham Judge Thomas H. Fulton Mina Khalil Benedict Wiesner Angela Gudgel Judge Joan A. Lloyd Elaine Fountain Barbara Wetzel Kristin Goss Clerk of Court and Staff Elizabeth H. Parks Jeanne Lucas Michelle Pierce Tina Preston Ashley hardy Jillian Harris Candace Byrd Penny Haas Jeff Henry Danielle Hite Regulatory and Government Authorities Kentucky, Commonwealth of, Department of Environmental Protection Kentucky, Commonwealth of, Department of Higways Kentucky, Commonwealth of, Department of Natural Resources Kentucky, Commonwealth of, Energy and Environment Cabinet United States, Government of the, Department of Agriculture Forestry Service United States, Government of the, Army Corpos of Engineers United States, Government of the, Department of Labor, Mine Safety & Health Administration United States, Government of the, Department of the Interior United States, Government of the, Environmental Protection Agency
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Regulatory and Government Authorities (continued) United States, Government of the, Department of Labor Bourbon, County of (KY), Sheriff's Office Elliott, County of (KY), Sheriff's Office Fayette, County of (KY), Office of the Sheriff Kentucky, Commonwealth of, Treasurer Lee, County of (KY), Sheriff's Office Millersburg, City of (KY) Morgan, County of (KY), Sheriff's Office Morgan, Township of (KY), Tax Collector Muhlenberg, County of (KY), Sheriff's Office Ohio, County of (KY), Sheriff's Office Union, County of (KY), Sheriff's Office United States, Government of the, Office of Surface Mining Reclamation & Enforcement Webster, County of (KY), Sheriff's Office Kentucky, State of, Tax Department United States, Government of the, Internal Revenue Service Parties to Existing Litigation Gordon T. Bryant Kenneth L. Bryant McLean County Fiscal Court McLean County Joint Planning Commission
Utilities Ring Central River City Industrial Services, Inc. Top 30 Unsecured Creditors (Not Already Listed) Minova USA, Inc Joy Global Underground Mining LLC Trey K Mining & Electric, Inc. Dapco, Inc. Wallace Electrical Systems, LLC Custom Staffing Services Nalco Company LLC Southern Pride Drilling, LLC Kentucky Rivers Wood Products, LLC Nasdaq Stock Market LLC Purvis Industries (The Mine Supply)
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SCHEDULE 2 WTP Disclosures
Entity Searched Entity With a Connection to WTP
Status Nature of Representation
Komatsu Financial Komatsu Financial Former Client Unrelated
AT&T AT&T Current Client Unrelated
AT&T AT&T Latin America
AT&T Global Network Services, Inc.
Former Client Unrelated
Cintas Cintas Corporation Current Client Unrelated
Frost Brown Todd LLC
Frost Brown Todd, LLC Former Client Unrelated
Jennmar Jennmar Corporation of Virginia
Current Client Unrelated
Hughes Network Systems, LLC
Hughes Network Systems, Inc.
Former Client Unrelated
Kentucky State Treasurer
Kentucky State Treasurer Current Client Unrelated
Office Depot Office Depot, Inc. Current Client Unrelated
Pioneer Supply Pioneer Supply Company, Inc.
Former Client Unrelated
Time Warner Cable Time Warner, Inc. Current Client Unrelated
John Hancock John Hancock Mutual Life Insurance
Current Client Unrelated
Automatic Data Processing/ADP
Automatic Data Processing Former Client Unrelated
Great Midwest Insurance Company
Great Midwest Insurance Company
Current Client Unrelated
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2
Lloyds of London Certain Underwriters at Lloyd’s London/Dominion Insurance Company, Ltd.
Certain Underwriters at Lloyd’s Bank of London
Underwriters at Lloyd’s London
Lloyd’s Underwriters of London
Former Client Unrelated
Rockwood Casualty Insurance Company
Rockwood Casualty Insurance Company
Current Client Unrelated
DLA Piper DLA Piper Former Client Unrelated
John & Margaret Wilson & JoAnn Mathis
John E. Wilson * Current Client Unrelated
Omar Parish Jr. and Barbara Parish
Barbara M. Parish * Current Client Unrelated
Robert Gardner Robert Gardner * Former Client Unrelated
David & Sharon Miller
David Miller * Current Client Unrelated
Linda Miller Linda B. Miller * Current Client Unrelated
Linda & Darrel Johnson
Linda K. Johnson * Current Client Unrelated
David, Sharon, Gregory & Angela Miller
David Miller * Current Client Unrelated
Richard & Rebecca Smith
Richard O. Smith * Current Client Unrelated
Richard & Rebecca Smith
Richard W. Smith * Current Client Unrelated
Douglas P. and Marquetta Miller
Douglas Miller * Current Client Unrelated
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3
David & Judith Roberts
David Roberts * Current Client Unrelated
Jason & Michelle Carter
Jason A. Carter * Former Client Unrelated
James & Youlanda Campbell
James Campbell, MD * Current Client Unrelated
*WTP has reviewed its client database and has identified individuals having the same or similar names as persons identified in these chapter 11 cases. As of the filing of the Application and Verified Statement, WTP has not ascertained if these individuals are the same people. Some of the last names are relatively common. WTP will update the Verified Statement in the event that it determines if any of the individuals are in fact parties in interest in these chapter 11 cases. Notwithstanding, WTP can represent that its representation of the individuals identified above are wholly unrelated to the Debtors and these chapter 11 cases.
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EXHIBIT B
Declaration
Case 20-40133-thf Doc 219-2 Filed 03/27/20 Entered 03/27/20 12:31:22 Page 1 of 3
UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF KENTUCKY
(Owensboro Division)
In re: Hartshorne Holdings, LLC, et al.,
Debtors.1
Chapter 11 Case No. 20-40133 (Jointly Administered)
DECLARATION OF GREG WOLFE IN SUPPORT OF APPLICATION TO RETAIN AND EMPLOY WHITEFORD, TAYLOR & PRESTON LLP AS COUNSEL TO THE
OFFICIAL COMMITTEE OF UNSECURED CREDITORS
I, Greg Wolfe, hereby declare (the “Declaration”) pursuant to 28 U.S.C. § 1746, that the
following statements are true and correct, to the best of my knowledge and belief, after due
inquiry as described herein.
1. I am a member of the Official Committee of Unsecured Creditors of Debtors
Hartshorne Holdings, LLC, et al., (the “Committee”) in the above-referenced chapter 11 case. I
serve as Chair of the Committee. In conjunction with the other members of the Committee, I
have oversight over the legal costs associated with the Committee’s professionals. I am
authorized to submit this Declaration in support of the Application to Retain and Employ
Whiteford, Taylor & Preston LLP (“WTP”) as Counsel to the Official Committee of Unsecured
Creditors of Debtors Hartshorne Holdings, LLC, et al.
2. When interviewing proposed counsel for the Committee and during
deliberations thereafter, I took measures to ensure that counsel’s billing rates and material
terms for the engagement were comparable to the billing rates and terms for other non-
1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Hartshorne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371
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2
bankruptcy engagements and comparable to other comparably skilled professionals. I also
discussed the delegation of work among the Committee’s professionals to minimize and
avoid duplication.
3. The Committee recognizes that during the course of these chapter 11 cases it is
possible that there may be a number of unforeseen fees and expenses that will need to be
addressed by counsel for the Committee. The Committee will review the invoices that WTP
submits, and understands that counsel’s fees and expenses are subject to approval by the
Bankruptcy Court and review by the Office of the United States Trustee and the Debtors.
I declare under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct.
Executed on: March 25, 2020 __________________________________ Greg Wolfe, Chair Official Committee of Unsecured Creditors of Hartshorne Holdings, LLC, et al. ____________________________________
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UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF KENTUCKY
(Owensboro Division)
In re: Hartshorne Holdings, LLC, et al.,
Debtors.1
Chapter 11 Case No. 20-40133 (Jointly Administered)
ORDER PURSUANT TO SECTION 1103(a) OF THE BANKRUPTCY CODE AUTHORIZING THE EMPLOYMENT
AND RETENTION OF WHITEFORD, TAYLOR & PRESTON LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
This matter came before the Court upon the Application to Retain and Employ Whiteford,
Taylor & Preston LLP as Counsel for the Official Committee of Unsecured Creditors Pursuant
to Bankruptcy Code § 1103 filed on March 25, 2020 (Docket No. _____) (the “Application”)2.
The Court, having reviewed (i) the Application, (ii) Verified Statement of Whiteford, Taylor &
Preston, LLP, (“WTP”) attached to the Application as Exhibit A and (iii) Declaration of Greg
Wolfe, attached to the Application as Exhibit B; and it appearing that WTP represents and holds
no interest adverse to the Debtor, its creditors, or its estate in the matters upon which the firm
will be engaged and is disinterested under section 101(14) of the Bankruptcy Code; and the
Court finding that WTP’s employment is necessary and proper, and in the best interest of the
Committee; and the Court having considered any objections to the Application; and the Court
finding that the Application was timely filed and that no further notice of the Application is
1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Hartshorne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371 2 Capitalized terms used not otherwise defined herein shall have the meaning ascribed to them in the Application.
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2
required, upon the record herein after due deliberation thereon, good and sufficient cause exists
for the granting of the relief as set forth herein. Therefore, it is hereby ORDERED as follows:
1. The Application is GRANTED.
2. The Committee is authorized to retain and employ WTP as counsel in the Chapter
11 cases, effective as of March 11, 2020, pursuant to section 1103 of the Bankruptcy Code.
WTP is authorized to perform any and all legal services as requested by the Committee.
3. WTP will (a) charge for its legal services on an hourly basis, and (b) seek
reimbursement of actual and necessary out-of-pocket expenses in accordance with terms set forth
in the Application. WTP will maintain detailed, contemporaneous records of time and any actual
and necessary expenses incurred in connection with the rendering of the legal services described
above by category and nature of the services rendered and any future orders of this Court.
4. WTP shall apply to the Court for payment of compensation and reimbursement of
expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules of this Court and pursuant to any additional procedures that may be
established by the Court in these cases.
5. The Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order.
Tendered by: WHITEFORD, TAYLOR & PRESTON LLP /s/ Michael J. Roeschenthaler (PA Bar No. 87647) 200 First Avenue, Third Floor Pittsburgh, PA 15222 (412) 618-5601 Tel. [email protected] Proposed Counsel for Official Committee of Unsecured Creditors of Hartshorne Holdings, LLC, et al
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