case 3:20-bk-02387-jaf doc 41 filed 08/12/20 page 1 of 8

4829-8723-8855.3

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

JACKSONVILLE DIVISION

www.flmb.uscourts.gov

In re:

STEIN MART, INC.1

STEIN MART BUYING CORP.

STEIN MART HOLDING CORP.,

Debtors.

Chapter 11

Case No. 3:20-bk-2387

Case No. 3:20-bk-2388

Case No. 3:20-bk-2389

Joint Administration Requested

APPLICATION OF DEBTORS TO EMPLOY AND RETAIN

FISHER, TOUSEY, LEAS & BALL ATTORNEYS AT LAW

AS DEBTORS’ CONFLICTS COUNSEL

Stein Mart, Inc. (“SM”), Stein Mart Buying Corp. (“SMB”) and Stein Mart Holding

Corp. (“SMHC” and together with SM and SMB, the “Debtors” or the “Company”), as Debtors

and Debtors-in-Possession, hereby submit this application (the “Application”) seeking entry of

an order authorizing the Debtors’ retention of Fisher, Tousey, Leas & Ball Attorneys at Law

(“FTLB”) as their conflicts counsel in these chapter 11 cases (collectively, the “Chapter 11

Case”) to provide advice to the Debtors during the Chapter 11 Case, on specific request of the

Debtors from time to time, regarding matters where Foley & Lardner LLP may have a conflict of

interest. In support of this Application, the Debtors rely on the Declaration of W. Hamilton

Traylor Pursuant to Sections 327(a) and 331 of the Bankruptcy Code and Rule 2014 of the

Bankruptcy Rules in Support of Debtors’ Application to Employ and Retain Fisher, Tousey, Leas

1 The tax identification numbers of the Debtors are as follows: Stein Mart, Inc. 6198; Stein Mart Buying

Corp. 1114; and Stein Mart Holding Corp. 0492. The address of the Debtors’ principal offices: 1200 Riverplace

Blvd., Jacksonville, FL 32207. The Debtors’ claims agent maintains a website, https://cases.stretto.com/SteinMart,

which provides copies of the Debtors’ first day pleadings and other information related to the case.

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http://www.flmb.uscourts.gov/

https://cases.stretto.com/SteinMart

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& Ball Attorneys at Law as Debtors’ Conflicts Counsel (the “Traylor Declaration” or

“Declaration”), attached as Exhibit A. In further support of this Application, the Debtors

respectfully state as follows:

III. JURISDICTION AND VENUE

30. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§

157(a)-(b) and 1334(b). This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is

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

31. The bases for the relief requested herein are sections 327(a), 330, and 331 of title

11 of the United States Code, 11 U.S.C. §§ et seq. (the “Bankruptcy Code”) and Rule 2014 of

the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).

IV. BACKGROUND

32. On August 12, 2020 (the “Petition Date”), Debtors filed voluntary petitions for

relief under Chapter 11 of the Bankruptcy Code, creating bankruptcy estates for each Debtor

(collectively, the “Estate”). Debtors are currently operating as debtors-in-possession pursuant to

Sections 1107 and 1108 of the Bankruptcy Code.

33. On the Petition Date, the Debtors filed a motion requesting joint administration of

this Chapter 11 Case pursuant to Bankruptcy Rule 1015(b).

34. Information regarding the Debtors’ business, capital structure, and the

circumstances leading to the commencement of these chapter 11 cases is set forth in the Debtors’

Chapter 11 Case Management Summary (the “Case Management Summary”), which was filed

with the Court on the Petition Date.

35. No trustee or examiner has been appointed in this chapter 11 case (the “Chapter

11 Case”) pursuant to Section 1104 of the Bankruptcy Code. No official committee of unsecured

creditors has been appointed in this Chapter 11 Case.


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V. RELIEF REQUESTED

36. To ensure appropriate compliance with their duties and obligations as debtors-in-

possession, the Debtors seek to employ FTLB to serve as conflicts counsel in this Chapter 11

Case and request approval of that employment pursuant to Section 327(a) of the Bankruptcy

Code and Bankruptcy Rules 2014 and 2016. The Debtors have been informed that W. Hamilton

Traylor, the FTLB attorney who will be primarily working on the Chapter 11 Case, is a member

in good standing with the state of Florida.

37. By this Application, the Debtors seek entry of an order authorizing the

employment and retention of FTLB, effective as of the Petition Date, in accordance with the

provisions of this Application and the Traylor Declaration, as counsel to perform certain

necessary legal services during this case, as is more fully described in the Application and the

Traylor Declaration.

38. The Debtors believe that FTLB has considerable experience in matters of this

character and is a firm well-qualified to represent them in connection with this Chapter 11 Case,

due to the firm’s expertise in the field of bankruptcy and debtor-creditor rights.

D. Services to be Rendered

39. The professional services that FTLB will render to the Debtors in this Chapter 11

Case include, in accordance with FTLB’s engagement letter with the Debtors, certain matters

where proposed lead counsel for the Debtors, Foley & Lardner LLP (“Foley”), may not be able

to act as a result of an actual or potential conflict of interest.

40. The Debtors do not believe that FTLB has any relationship that would (a) raise a

disqualification or conflict of interest or (b) otherwise render it ineligible to serve as counsel for

the Debtors pursuant to Section 327 of the Bankruptcy Code. FTLB’s compliance with the

requirements of Section 327 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 is set


4 4829-8723-8855.3

forth in greater detail in the Declaration Of W. Hamilton Traylor Pursuant To Rule 2014 of the

Federal Rules of Bankruptcy Procedure in Support of Debtors’ Application to Employ and

Retain Fisher, Tousey, Leas & Ball Attorneys At Law as Debtors’ Conflicts Counsel (the

“Declaration”), which is attached as Exhibit A.

B. Compensation

41. FTLB currently holds a retainer from the Debtors in the amount of $40,000.00.

42. FTLB is not a creditor of the Debtors.

43. The Debtors understand that Foley intends to apply to the Court for allowance of

compensation for professional services rendered and reimbursement of expenses incurred in this

Chapter 11 Case in accordance with the applicable provisions of the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, the United States Trustee Fee Guidelines, and any orders

entered in this case governing professional compensation and reimbursement for services

rendered and charges and disbursements incurred.

44. Additionally, FTLB will also seek compensation for all time and expenses

associated with its retention as a Section 327(a) professional, including the preparation of the

Application, the Traylor Declaration, and related documents, as well as any monthly fee

statements and/or interim and final fee applications.

45. Other than as set forth above, no arrangement is proposed between the Debtors

and FTLB for compensation to be paid in this case.

46. Except for such sharing arrangements among FTLB, its affiliated law-practice

entities, and their respective members, FTLB has no agreement with any other entity to share any

compensation received, nor will any be made, except as permitted pursuant to Section 504(b)(1)

of the Bankruptcy Code.


5 4829-8723-8855.3

47. Subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules, the

Local Rules and further orders of this Court, the Debtors propose to pay FTLB its customary

hourly rates for services rendered that are in effect from time to time (or in certain cases

negotiated discounted rates), as set forth in the Traylor Declaration, and to reimburse FTLB

according to its customary reimbursement policies, and submit that such rates are reasonable.

48. The Debtors submit that the retention of FTLB on the terms and conditions set

forth in this Application is necessary and in the best interests of the Debtors, the Estate, and its

creditors and should be approved.

49. The names and positions of the FTLB professionals presently expected to have

primary responsibility for providing services to the Debtors are listed below. Also listed is the

hourly rate that FTLB has agreed to charge for each professional’s time in connection with the

services identified above:

Name Position Hourly Rate

W. Hamilton

Traylor

Partner $460

50. In addition, FTLB will utilize such other professionals and paraprofessionals as

the demands of the Chapter 11 Case requires and as the substantive issues that arise may dictate.

51. The hourly rates applicable to FTLB professionals differ based on, among other

things, the professional’s level of experience and the rates normally charged in the location of the

office in which the professional is a resident.

52. Hourly rates may change from time to time in accordance with FTLB’s

established billing practices and procedures. FTLB 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.


6 4829-8723-8855.3

53. In addition, FTLB will seek reimbursement for costs and expenses incurred in

connection with this Chapter 11 Case at FTLB’s normal and customary rates and charges.

FTLB’s routine policy with respect to expenses is to charge its clients in all areas of practice for

expenses incurred in connection with this Chapter 11 Case. The expenses charged to clients

include, among other things, regular and express-mail charges, special or hand-delivery charges,

document-processing charges, photocopying charges, travel expenses, computerized-research

charges, and transportation costs.

54. FTLB understands that any compensation and expenses paid to it must be

approved by this Court upon application consistent with the Bankruptcy Code, the Bankruptcy

Rules, the Local Bankruptcy Rules, and all Orders of this Court.

C. FTLB’s Disinterestedness

55. To the best of the Debtors’ knowledge, and except as disclosed in the Traylor

Declaration, FTLB does not hold or represent any interest adverse to the Estate. FTLB is a

“disinterested person,” as that phrase is defined in § 101(14) of the Bankruptcy Code as modified

by § 1107(b) of the Bankruptcy Code, and FTLB’s employment referenced herein is necessary

and in the best interests of the Debtors and the Estate.

D. Disclosures of Proposed Counsel

56. In connection with its potential retention in this Chapter 11 Case, FTLB

conducted an investigation to ascertain conflicts and connections with the Debtors’ creditors and

equity security holders (the “Conflicts Investigation”). The procedures used in, and results of,

the Conflicts Investigation are provided in the Traylor Declaration filed, both of which are

incorporated herein by reference.

E. No Prior Request


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57. No prior application for the relief requested herein has been made to this or any

other court.

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

authorizing them to employ FTLB as their conflicts counsel in this Chapter 11 Case, and for such

other and further relief as is just and proper in the circumstances.

(Signature page follows)


4814-5566-2535.3





In re:

STEIN MART, INC.1



Debtors.

Chapter 11

Case No. 3:20-bk-2387

Case No. 3:20-bk-2388

Case No. 3:20-bk-2389


DECLARATION OF W. HAMILTON TRAYLOR PURSUANT TO

RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

IN SUPPORT OF DEBTORS’ APPLICATION TO EMPLOY AND RETAIN



I, W. Hamilton Traylor, declare as follows under penalty of perjury:

1. I am a shareholder with the law firm of Fisher, Tousey, Leas & Ball Attorneys at

Law (“FTLB” or the “Firm”)2 and practice law at FTLB’s office at 501 Riverside Ave, Suite

600, Jacksonville, Florida 32202.

2. I am a member in good standing of the State Bar of Florida. I am in all respects

competent to make this declaration (the “Declaration”) in connection with the Application of


Corp. 1114; and Stein Mart Holding Corp. 0492. The address of the Debtors’ principal offices: 1200 Riverplace

Blvd., Jacksonville, FL 32207. The Debtors’ claims agent maintains a website, https://cases.stretto.com/SteinMart,

which provides copies of the Debtors’ first day pleadings and other information related to the case.

2 All defined terms not defined herein shall have the meaning given to them in the Application of Debtors to Employ

and Retain Fisher, Tousey, Leas & Ball Attorneys at Law as Debtors’ Conflicts Counsel.

Case 3:20-bk-02387-JAF Doc 41-1 Filed 08/12/20 Page 1 of 6



4814-5566-2535.3

Debtors to Employ and Retain Fisher, Tousey, Leas & Ball Attorneys at Law as Debtors’

Conflicts Counsel (the “Application”).

3. I make this Declaration from information derived from the business records of the

Firm and the Conflict Investigation (as defined below). I will supplement this Declaration as

required by Rule 2014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”)

when additional information becomes available concerning any relationship or connection

between the Debtors, their creditors or interest holders, and FTLB, based on information that

comes to my attention.

Scope of Employment

4. The Debtors have sought authority from the Bankruptcy Court to retain FTLB as

their conflict attorney in the Chapter 11 Case. Subject to the Court’s approval, and in accordance

with FTLB’s engagement letter with the Debtors, the Firm will render professional services to

Debtors for certain matters where proposed lead counsel for the Debtors, Foley & Lardner LLP,

may not be able to act as a result of an actual or potential conflict of interest.

Disclosures

5. FTLB has conducted a search of its electronic-client database to ascertain its

connections with parties-in-interest in this Chapter 11 Case (“Conflict Investigation”) and to

ensure that it is in compliance with the Bankruptcy Code, Bankruptcy Rules, and the Local

Bankruptcy Rules for the United States Bankruptcy Court for the Middle District of Florida

regarding employment of professionals by Debtors and Debtors-in-Possession under the

Bankruptcy Code.

6. Insofar as I have been able to ascertain, neither FTLB nor any partner, counsel,

associate, or professional of FTLB – insofar as I have been able to ascertain – has any current

connection with the Debtors or any of their creditors, parties-in-interest, the United States


4814-5566-2535.3

Trustee, or the respective attorneys or accountants of the foregoing, except as set forth in this

Declaration.

7. Neither FTLB nor any partner, counsel, associate, or professional of FTLB –

insofar as I have been able to ascertain – holds or represents any interest adverse to the Debtors

or the Estate in matters on which FTLB is to be engaged. I am not aware of any claims that

FTLB holds or would hold against the Debtors. To the extent that I become aware of any

additional relationship that may be relevant prior to the Court’s determination of the Application,

I will promptly file a supplemental declaration disclosing such information.

8. FTLB will not represent any person or entity in a transaction with the Debtors that

may conflict with FTLB’s representation of the Debtors in the Chapter 11 Case.

9. Other than as described herein, to the best of my knowledge and FTLB’s

knowledge, information, and belief, based on the current status of the Conflict Investigation,

FTLB has no interest in or connection with any creditor or other party-in-interest in the Chapter

11 Case, their respective attorneys, accountants, the United States Trustee, or any person

employed in the office of the United States Trustee, and does not hold or represent any interest

materially adverse to the Estate 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 for any

reason with respect to the matters on which FTLB is to be employed.

10. To the extent that I become aware of any additional relationship that may be

relevant to FTLB’ representation of the Debtors, I will promptly file a supplemental affidavit.

Compensation

11. FTLB currently holds a retainer from the Debtors in the amount of $40,000.00.

12. FTLB is not a creditor of the Debtors.


4814-5566-2535.3

13. The Debtors understand that FTLB hereafter intends to apply to the Court for

allowance of compensation for professional services rendered and reimbursement of expenses

incurred in the Chapter 11 Case in accordance with the applicable provisions of the Bankruptcy

Code, the Bankruptcy Rules, the Local Rules, the United States Trustee Fee Guidelines, and any

orders entered in the Chapter 11 Case governing professional compensation and reimbursement

for services rendered and charges and disbursements incurred.

14. Additionally, FTLB will also seek compensation for all time and expenses

associated with its retention as a Section 327(a) professional, including the preparation of the

Application, the Traylor Declaration, and related documents, as well as any monthly fee

statements and/or interim and final fee applications.

15. Other than as set forth above, no arrangement is proposed between the Debtors

and FTLB for compensation to be paid in the Chapter 11 Case.

16. Except for such sharing arrangements among FTLB, its affiliated law-practice

entities, and their respective members, FTLB has no agreement with any other entity to share any

compensation received, nor will any be made, except as permitted pursuant to Bankruptcy Code

section 504(b)(1).

17. The names and positions of the FTLB professionals and paraprofessionals

presently expected to have primary responsibility for providing services to the Debtors are listed

below. I have also listed the hourly rate that FTLB has agreed to charge for each professional’s

time in connection with the services identified above:

Name Position Hourly Rate

W. Hamilton

Traylor

Shareholder $460


4814-5566-2535.3

18. In addition, FTLB will utilize such other professionals and paraprofessionals as

the demands of the Chapter 11 Case requires and as the substantive issues that arise may dictate.

19. The hourly rates applicable to FTLB professionals differ based on, among other

things, the professional’s level of experience and the rates normally charged in the location of the

office in which the professional is a resident. The FTLB lawyers in the Jacksonville office have

agreed to provide Debtors a discount from the standard hourly rate.

20. Hourly rates may change from time to time in accordance with FTLB’s

established billing practices and procedures. FTLB 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.

21. In addition, FTLB will be reimbursed for costs and expenses incurred in

connection with the Chapter 11 Case at FTLB’s normal and customary rates and charges.

FTLB’s routine policy with respect to expenses is to charge its clients in all areas of practice for

expenses, other than professional time, incurred in connection with the Chapter 11 Case. The

expenses charged to clients include, among other things, regular and express-mail charges,

special or hand-delivery charges, document-processing charges, photocopying charges, travel

expenses, computerized-research charges, and transportation costs.

22. FTLB has not shared or agreed to share any compensation received in the Chapter

11 Case with any other entity other than its partners and associates in accordance with the

partnership agreement of the firm.

23. By reason of the foregoing, I believe that FTLB is eligible for employment and

retention by the Debtors pursuant to Sections 327(a) and 331 and of the Bankruptcy Code and

the applicable Bankruptcy Rules.


4844-6279-4951.1





In re:

STEIN MART, INC.1



Debtors.

Chapter 11

Case No. 3:20-bk-2387

Case No. 3:20-bk-2388

Case No. 3:20-bk-2389


ORDER APPROVING THE RETENTION AND EMPLOYMENT



Upon the Application (the “Application”)2 of the above captioned debtors and debtors in

possession (the “Debtors”) for an order, pursuant to Sections 328 and 1103 of title 11 of the United

States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy


Corp. 1114; and Stein Mart Holding Corp. 0492. The address of the Debtors’ principal offices: 1200 Riverplace Blvd.,

Jacksonville, FL 32207. The Debtors’ claims agent maintains a website, https://cases.stretto.com/SteinMart, which

provides copies of the Debtors’ first day pleadings and other information related to the case.

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




2 4844-6279-4951.1

Procedure (the “Bankruptcy Rules”), and the Local Rules of the United States Bankruptcy Court

for the Middle District of Florida (the “Local Rules”), authorizing the Debtors to employ and retain

Fisher, Tousey, Leas & Ball Attorneys At Law (“FTLB”) as the Debtors’ conflicts counsel in these

Chapter 11 Cases, all as more fully described in the Application; and upon consideration of the

Application and the Traylor Declaration; and the Court having jurisdiction to consider the matters

raised in the Application pursuant to 28 U.S.C. § 1334; and it having authority to hear the matters

raised in the Application pursuant to 28 U.S.C. § 157; and it having venue pursuant to 28 U.S.C.

§§ 1408 and 1409; and the Court having found that notice of the Application has been given and

that such notice is adequate and sufficient and no further notice need to be given; and the Court

having reviewed the Application and the Traylor Declaration; and the relief requested in the

Application being in the best interests of the Debtors’ estates; and the Court having determined

that there exists the required basis for the relief requested in the Application; and after due

deliberation, and sufficient cause appearing therefor, it is hereby

ORDERED:

1. The Application is hereby granted to the extent set forth herein.

2. In accordance with sections 328(a) and 1103 of the Bankruptcy Code, Bankruptcy

Rules 2014(a) and 2016, and the Local Rules, the Debtors are hereby authorized and empowered

to employ FTLB as its counsel in these chapter 11 Cases, in accordance with the terms and

conditions set forth in the Application and in the Engagement Letter attached hereto as Exhibit A.

3. FTLB is authorized to perform the services set forth in the Application, the

Engagement Letter, and the Traylor Declaration.

4. FTLB shall be compensated for its services and reimbursed for any reasonable and

necessary expenses and disbursements in accordance with the procedures set forth in sections 330


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and 331 of the Bankruptcy Code, the applicable Local Rules, and any other applicable procedures

and orders of the Court. FTLB also intends to make a reasonable effort to comply with the U.S.

Trustee’s Guidelines and any procedures or other orders of the Court as are applicable to these

Chapter 11 Cases.

5. The Committee is authorized and empowered to take all actions necessary to

effectuate the relief granted by this Order.

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

enforceable upon its entry.

7. This Court shall retain exclusive jurisdiction to hear and determine all matters

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

Debtors’ counsel is directed to serve a copy of this order on interested parties who do not

receive service by CM/ECF and file a proof of service within three days of entry of this order.


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