for the district of delaware chapter 11 boy scouts of ... · 11.3 $7,727.50 motions/orders complete...

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: BOY SCOUTS OF AMERICA AND DELAWARE BSA, LLC,1

Debtors.

Chapter 11 Case No. 20-10343 (LSS) (Jointly Administered)

Objection Deadline: August 13, 2020 at 4:00 p.m. (ET)

SUMMARY COVER SHEET OF THIRD MONTHLY APPLICATION

OF ALVAREZ & MARSAL NORTH AMERICA, LLC FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE

PERIOD FROM MAY 1, 2020 TO AND INCLUDING MAY 31, 2020

Name of Applicant: Alvarez & Marsal North America, LLC

Authorized to Provide Professional Services to: Debtors and Debtors in Possession

Date of Retention: February 18, 2020 (order entered April 7, 2020)

Period for Which Compensation and Reimbursement Are Requested:

May 1, 2020 – May 31, 2020

Amount of Compensation Requested: $252,516.62 (80% of $315,645.77)2

Amount of Expense Reimbursement Requested: $200.38

This is a(n): monthly x interim final application

1 The Debtors in these chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification number, are as follows: Boy Scouts of America (6300) and Delaware BSA, LLC (4311). The Debtors’ mailing address is 1325 West Walnut Hill Lane, Irving, Texas 75038. 2 A&M agreed to a voluntary reduction of fees in the amount of $47,146.73 (89.4 hours). The amount reflected herein includes this reduction to fees and hours.

Case 20-10343-LSS Doc 1059 Filed 07/31/20 of 11

ii

PRIOR MONTHLY APPLICATIONS FILED

Requested Approved Outstanding

Date Filed; Period

Covered Fees Expenses Fees Expenses Fees Expenses

Docket No.

4/17/20; D.I. 452

2/18/20– 3/31/20

$1,370,765.00 $31,364.11 $1,096,612.00 $31,364.11 $274,153.00 $0.00

5/28/20; D.I. 718

4/1/20 –4/30/20

$567,130.00 $260.56 $453,704.00 $260.56 $113,426.00 $0.00

Total $1,937,895.00 $31,624.67 $1,550,316.00 $31,624.67 $387,579.00 $0.00

COMPENSATION AND HOURS BY PROFESSIONAL

COMPENSATION BY PROFESSIONAL May 1, 2020 through May 31, 2020

PROFESSIONAL POSITION GROUP BILLING

RATE TOTAL HOURS

TOTAL FEES

Brian Whittman Managing Director

Restructuring $1,025 32.1 $32,902.50

Erin Covington Managing Director

Public Sector $925 6.7 $6,197.50

Erin McKeighan Managing Director

Case Management $850 5.4 $4,590.00

Trevor Phillips Managing Director

Disputes & Investigations $725 13.2 $9,570.00

Carl Binggeli Director Restructuring $725 174.0 $126,150.00

Robert Edgecombe Director Disputes & Investigations $525 62.0 $32,550.00

Alden Katagihara Manager Disputes & Investigations $475 8.6 $4,085.00

Ryan Walsh Senior Associate

Restructuring $650 173.6 $112,840.00

Ben Jackson Senior Associate

Disputes & Investigations $425 8.5 $3,612.50

Julio Cifuentes Associate Restructuring $575 43.8 $25,185.00

Emily Raab Consultant Case Management $525 1.5 $787.50

Gerard Gigante Analyst Case Management $475 2.6 $1,235.00

Nicole Vander Veen Paraprofessional Restructuring/Case Management

$325 9.5 $3,087.50

Subtotal 541.5 362,792.50

Voluntary Reduction - Real Estate

-54.0 -27,840.00

Voluntary Reduction - General -35.4 -19,306.73

Total 452.1 315,645.77

Blended Rate: 698.18


iii

COMPENSATION AND EXPENSES BY PROJECT CATEGORY

COMPENSATION BY PROJECT CATEGORY May 1, 2020 through May 31, 2020

Task Code Description Total Hours

Total Fees Requested

Bankruptcy Support Advise and assist the Debtors on matters concerning operating the business under Chapter 11 including accounting cutoff, development and execution of work plans, review of court documents and general case management, reporting requirements, and support counsel and others for Chapter 11 related items; communications; other general administrative tasks related to any Ch. 11 proceeding specific to Debtor's enterprise.

54.8 $38,545.00

Cash Assist the Debtors with the 13 week cash flow forecast, plan versus actual, DIP reporting requirements, covenant compliance, and other financial analyses.

113.3 $76,397.50

Claims Assist the Debtors with claims planning process, review of claims filed against the Debtors', claim reconciliation, and related work including submission of related motions to the court.

4.0 $2,425.00

Contracts Assist the Debtors with contract analyses and the potential assumption or rejection of contracts.

2.2 $1,625.00

Court Prepare for and attend the Debtors' hearings. 12.3 $10,597.50

Employee Employee matters including pension plan and severance.

3.8 $3,145.00

Fee Applications Prepare the month and interim fee applications in accordance with Court guidelines.

14.5 $6,802.50

Financial Analysis Ad-hoc financial analyses made at the request of various constituencies, including the Debtor.

148.6 $89,357.50

Info Req Address information requests from, and attend meetings and calls with, various constituencies including lenders, unsecured creditors committee, and advisors.

64.7 $47,155.00

Litigation Support negotiations with Tort Claimants including any document discovery, mediation process, abuse claims estimation.

3.2 $3,280.00

MOR Assist the Debtors with the preparation of the Initial Debtor Interview requirements, Initial Operating Report, Monthly Operating Report, and other related matters for the US Trustee.

11.3 $7,727.50

Motions/Orders Complete analyses and assist the Debtors on various motions filed, and on entry of Orders to implement required reporting and other activities contemplated by the various filed motions.

34.8 $23,547.50


iv

Status Meeting Prepare for and participate in the Debtors regular status meetings including BOD meetings, update meetings with management, and strategic meetings with Debtor counsel and advisors.

13.3 $11,300.00

Vendor Management Assist the Debtors with all vendor related items including, but not limited to vendor strategy, negotiation, settlements, stipulations, critical vendors and shippers/warehouseman agreements, and advising Debtors' on general accounts payable questions.

60.7 $40,887.50

Subtotal 541.5 $362,792.50


-54.0 -$27,840.00

Voluntary Reduction - General -35.4 -$19,306.73

Total 452.1 $315,645.77

Blended Rate: $698.18

EXPENSES BY CATEGORY

SUMMARY OF EXPENSES BY CATEGORY May 1, 2020 through May 31, 2020

Expense Category Amount Miscellaneous $200.38

Total $200.38



In re: BOY SCOUTS OF AMERICA AND DELAWARE BSA, LLC,1

Debtors.

Chapter 11 Case No. 20-10343 (LSS) (Jointly Administered)

Objection Deadline: August 13, 2020 at 4:00 p.m. (ET)

THIRD MONTHLY APPLICATION OF

ALVAREZ & MARSAL NORTH AMERICA, LLC FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR

THE PERIOD FROM MAY 1, 2020 TO AND INCLUDING MAY 31, 2020

Alvarez & Marsal North America, LLC (“A&M”), financial advisor for the Boy Scouts

of America and Delaware BSA, LLC, the non-profit corporations that are debtors and debtors in

possession (together, the “Debtors”) in the above-captioned chapter 11 cases, hereby submits this

third monthly application (this “Application”) requesting payment in the aggregate amount of

$252,717.00, which is equal to (a) 80% ($252,516.62) of the $315,645.77 of total compensation

earned by A&M for its services to the Debtors during the period from May 1, 2020 to and

including May 31, 2020 (the “Fee Period”) and (b) 100% of the $200.38 of necessary expenses

incurred by A&M during the Fee Period in connection with its services to the Debtors. In

support of this Application, A&M respectfully represents as follows:

JURISDICTION AND VENUE

1. The United States Bankruptcy Court for the District of Delaware (the “Court”)

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

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

1The Debtors in these chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification number, are as follows: Boy Scouts of America (6300) and Delaware BSA, LLC (4311). The Debtors’ mailing address is 1325 West Walnut Hill Lane, Irving, Texas 75038.


2

29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Venue

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

2. The statutory and other bases for the relief requested herein are sections 330 and

331 of chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy

Code”), rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), rule

2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy

Court for the District of Delaware (the “Local Rules”), and the Order (I) Approving Procedures

for (A) Interim Compensation and Reimbursement of Expenses of Retained Professionals and (B)

Expense Reimbursement for Official Committee Members and (II) Granting Related Relief

[Docket No. 341] (the “Compensation Procedures Order”).

BACKGROUND

3. The Debtors commenced these cases on February 18, 2020 (the “Petition Date”),

and they continue to operate their non-profit organization and manage their properties as debtors

in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. These chapter 11

cases are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule

1015(b) and Local Rule 1015-1.

4. On March 5, 2020, the United States Trustee for the District of Delaware

appointed an official committee of tort claimants and an official committee of unsecured

creditors pursuant to section 1102 of the Bankruptcy Code.

5. On April 24, 2020, the Court appointed James L. Patton, Jr. as the representative

of future abuse claimants pursuant to sections 105(a) and 1109(b) of the Bankruptcy Code.

6. The Court has authorized the Debtors to retain and employ A&M as their

financial advisor, nunc pro tunc to the Petition Date, pursuant to the Order Authorizing the


3

Retention and Employment of A&M as Financial Advisor for the Debtors and Debtors in

Possession, Nunc Pro Tunc to the Petition Date [Docket No. 355] (the “Retention Order”). The

Retention Order authorizes the Debtors to compensate and reimburse A&M in accordance with

the terms and conditions set forth in the Debtors’ application to retain A&M, subject to A&M’s

application to the Court.

7. On April 6, 2020, the Court entered the Compensation Procedures Order. The

Compensation Procedures Order provides, among other things, that each professional shall be

entitled, on or as soon as practicable after the fifteenth (15th) day of each month following the

month for which compensation and/or expense reimbursement is sought, to file and serve an

application for interim allowance of compensation earned and reimbursement of expenses

incurred during the preceding month (each a “Monthly Fee Application”). Parties shall have

fourteen (14) days after service of a Monthly Fee Application to file an objection to the

compensation or expenses that are the subject thereof (the “Objection Deadline”). Upon the

expiration of the Objection Deadline, the applicant may file a certificate of no objection (a

“CNO”) with the Court with respect to the unopposed portion of the fees and/or expenses

requested in the applicable Monthly Fee Application. After the filing of a CNO, the Debtors are

authorized and directed to pay the applicant an amount equal to 80% of the fees and 100% of the

expenses requested in the applicable Monthly Fee Application not subject to an objection.

RELIEF REQUESTED

8. By this Application, in accordance with the Compensation Procedures Order,

A&M requests payment in the aggregate amount of $252,717.00, which is equal to (a) 80% (i.e.,

$252,516.62) of the $315,645.77 of total compensation earned by A&M during the Fee Period


4

for its services to the Debtors and (b) 100% of the $200.38 of necessary expenses incurred by

A&M during the Fee Period in connection with its services to the Debtors.2

SUMMARY OF SERVICES RENDERED

9. Attached hereto are the following schedules for compensation sought by A&M

for the Fee Period:

Exhibit A Summary of Time Detail by Task

Exhibit B Summary of Time Detail by Professional

Exhibit C Summary of Time Detail by Task by Professional

Exhibit D Time Detail by Activity by Professional

10. Exhibits A–D are detailed statements of the time expended and compensation

earned by A&M during the Fee Period. A&M’s professionals expended a total of 452.1 hours in

connection with these chapter 11 cases during the Fee Period. All services for which A&M is

requesting compensation were performed for or on behalf of the Debtors. The services rendered

by A&M during the Fee Period are categorized as set forth in Exhibits A–D and in the summary

cover sheets prefixed to this Application. The professionals who provided services to the

Debtors during the Fee Period are also identified in Exhibits A–D and in the summary cover

sheets.

ACTUAL AND NECESSARY EXPENSES

11. Attached hereto are the following schedules for reimbursement of expenses

sought by A&M for the Fee Period:

Exhibit E Summary of Expense Detail by Category

Exhibit F Expense Detail by Category Professional

2 A&M has agreed to a voluntary reduction of fees in the amount of $47,146.73 (89.4 hours). The amount reflected herein includes this reduction to fees and hours.


5

12. A&M incurred certain necessary expenses during the Fee Period for which it is

entitled to reimbursement under the terms of its retention. As set forth in greater detail in

Exhibits E–F, A&M’s total expenses incurred during the Fee Period are $200.38.

13. A&M does not charge for photocopying, printing, or outgoing domestic

facsimiles or incoming facsimiles.

VALUATION OF SERVICES

14. The hourly rates reflected on Exhibits A–D are A&M’s customary hourly rates

for work of this character. The reasonable value of the services rendered by A&M for the Fee

Period as financial advisors to the Debtors in these chapter 11 cases is $315,645.77.

15. In accordance with section 330 of the Bankruptcy Code, the fees requested are

reasonable in light of factors including, among other things, (a) the complexity of these chapter

11 cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value

of such services, and (e) the costs of comparable services other than in a case under this title.

16. Although A&M has made every effort to include all fees and expenses incurred

during the Fee Period in this Application, some fees and expenses might have been omitted from

this Application due to delays caused by accounting and processing during the Fee Period.

A&M reserves the right to submit further applications to the Court for allowance of such fees

and expenses not included herein. Subsequent fee applications will be filed in accordance with

the requirements of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and the

Compensation Procedures Order.


6

CERTIFICATION OF COMPLIANCE

17. The undersigned has reviewed the requirements of Local Rule 2016-2 and

certifies that, to the best of his knowledge, information and belief, this Application complies with

the requirements of that Local Rule.

[Remainder of Page Intentionally Left Blank]


7

WHEREFORE, A&M requests payment in the aggregate amount of $252,717.00, which

is equal to (a) 80% (i.e., $252,516.62) of the $315,645.77 of total compensation earned by A&M

during the Fee Period for its services to the Debtors and (b) 100% of the $200.38 of necessary

expenses incurred by A&M during the Fee Period in connection with its services to the Debtors,

for a total interim award of $252,717.00.

Dated: July 30, 2020

Wilmington, Delaware Respectfully submitted,

ALVAREZ & MARSAL NORTH AMERICA, LLC

/s/ Brian Whittman Brian Whittman Managing Director 540 W Madison 18th Floor Chicago, Illinois 60661 Telephone: (312) 601-4227 Email: [email protected]

FINANCIAL ADVISORS TO THE DEBTORS AND DEBTORS IN POSSESSION



In re Boy Scouts of America, et al.,

Debtors.1

Chapter 11 Case No. 20-10343 (LSS) Jointly Administered Objection Deadline: August 13, 2020, at 4:00 p.m. (ET)

NOTICE OF THIRD MONTHLY APPLICATION OF ALVAREZ & MARSAL

NORTH AMERICA, LLC FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM

MAY 1, 2020 TO AND INCLUDING MAY 31, 2020

PLEASE TAKE NOTICE that today, Alvarez & Marsal North America, LLC as financial advisor to the Debtors in the above-captioned case, filed the attached Third Monthly Application of Alvarez & Marsal North America, LLC for Allowance of Compensation and Reimbursement of Expenses for the Period from May 1, 2020 to and Including May 31, 2020 (the “Application”).

PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application, must: (a) be filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, by August 13, 2020, at 4:00 p.m. (Eastern Time) (the “Objection Deadline”); and (b) be served so as to be received on or before the Objection Deadline by:

i. the Debtors: Boy Scouts of America, 1325 West Walnut Hill Lane, Irving, Texas 75038, Attn: Steven P. McGowan;

ii. co-counsel to the Debtors: Morris, Nichols, Arsht & Tunnell LLP, 1201 N. Market Street, 16th Floor, Wilmington, DE 19801, Attn: Derek C. Abbott;

iii. proposed counsel to the Debtors: Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, Attn: Jessica C.K. Boelter and One South Dearbon, Chicago, Illinois 60603 Attn: Matthew E. Linder;

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal EIN, are as

follows: Boy Scouts of America (6300) and Delaware BSA, LLC (4311). The Debtors’ mailing address is 1325 West Walnut Hill Lane, Irving, Texas 75038.

Case 20-10343-LSS Doc 1059-1 Filed 07/31/20 Page 1 of 3

2

iv. the Office of the United States Trustee: J. Caleb Boggs Federal Building, Room 2207, 844 N. King Street, Wilmington, DE 19801, Attn: David Buchbinder and Hannah M. McCollum;

v. counsel to the UCC, Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036, Attn: Rachael Ringer and Megan M. Wasson;

vi. counsel to the Tort Claimants’ Committee, Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Boulevard, 13th Floor, Los Angeles, California 90067, Attn: James I. Stang;

vii. counsel to the proposed Future Claimants’ Representative, Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, Attn: Robert S. Brady and Edwin J. Harron;

viii. counsel to the Ad Hoc Committee of Local Councils, Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019, Attn: Richard G. Mason and Joseph C. Celentino;

ix. counsel to JPMorgan Chase Bank, National Association, Norton Rose Fulbright US LLP, 2200 Ross Avenue, Dallas, Texas 75201-7932, Attn: Louis R. Strubeck and Kristian W. Gluck; and

x. counsel to the County Commission of Fayette County (West Virginia), Steptoe & Johnson PLLC, Chase Tower – 8th Floor, 707 Virginia Street East, Charleston, West Virginia 25301, Attn: John Stump.

A HEARING ON THE APPLICATION, IF NECESSARY, WILL BE HELD AT THE CONVENIENCE OF THE COURT AND NOTICE OF ANY SUCH HEARING WILL BE GIVEN ONLY TO THE OBJECTING PARTY OR PARTIES.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

[Remainder of Page Intentionally Left Blank]


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Dated: July 31, 2020 Wilmington, Delaware

MORRIS, NICHOLS, ARSHT & TUNNELL LLP /s/ Paige N. Topper Derek C. Abbott (No. 3376) Andrew R. Remming (No. 5120) Eric W. Moats (No. 6441) Paige N. Topper (No. 6470) 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 425-4664 Email: [email protected]

[email protected] [email protected] [email protected]

– and – SIDLEY AUSTIN LLP Jessica C. K. Boelter (admitted pro hac vice) 787 Seventh Avenue New York, New York 10019 Telephone: (212) 839-5300 Email: [email protected] – and – SIDLEY AUSTIN LLP Thomas A. Labuda (admitted pro hac vice) Michael C. Andolina (admitted pro hac vice) Matthew E. Linder (admitted pro hac vice) One South Dearborn Street Chicago, Illinois 60603 Telephone: (312) 853-7000 Email: [email protected]

[email protected] [email protected]

ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION


Exhibit A

Summary of Time Detail by Task


Boy Scouts of America and Delaware BSA, LLC

Summary of Time Detail by Task

May 1, 2020 through May 31, 2020

Exhibit A

Task Description Sum of Hours Sum of Fees

Bankruptcy Support 54.8 $38,545.00

Cash 113.3 $76,397.50

Claims 4.0 $2,425.00

Contracts 2.2 $1,625.00

Court 12.3 $10,597.50

Employee 3.8 $3,145.00

Fee Applications 14.5 $6,802.50

Financial Analysis 148.6 $89,357.50

Info Req 64.7 $47,155.00

Litigation 3.2 $3,280.00

MOR 11.3 $7,727.50

Motions/Orders 34.8 $23,547.50

Status Meeting 13.3 $11,300.00

Vendor Management 60.7 $40,887.50

541.5 $362,792.50

Page 1 of 1

Subtotal


Voluntary Reduction - General

-54.0

-35.4

-$27,840.00

-$19,306.73

Total 452.1 $315,645.77


Exhibit B

Summary of Time Detail by Professional





Exhibit B

Professional Position Billing Rate Sum of Hours Sum of Fees

Brian Whittman Managing Director $1,025.00 32.1 $32,902.50

Erin Covington Managing Director $925.00 6.7 $6,197.50

Erin McKeighan Managing Director $850.00 5.4 $4,590.00

Trevor Phillips Managing Director $725.00 13.2 $9,570.00

Carl Binggeli Director $725.00 174.0 $126,150.00

Robert Edgecombe Director $525.00 62.0 $32,550.00

Alden Katagihara Manager $475.00 8.6 $4,085.00

Ryan Walsh Senior Associate $650.00 173.6 $112,840.00

Ben Jackson Senior Associate $425.00 8.5 $3,612.50

Julio Cifuentes Associate $575.00 43.8 $25,185.00

Emily Raab Consultant $525.00 1.5 $787.50

Gerard Gigante Analyst $475.00 2.6 $1,235.00

Nicole Vander Veen Paraprofessional $325.00 9.5 $3,087.50

541.5 $362,792.50

Page 1 of 1

Subtotal


Voluntary Reduction - General

-54.0

452.1

-$27,840.00

$315,645.77Total

-35.4 -$19,306.73


Exhibit C

Summary of Time Detail by Task by Professional





Exhibit C

Bankruptcy Support Advise and assist the Debtors on matters concerning operating the business

under Chapter 11 including accounting cutoff, development and execution of

work plans, review of court documents and general case management, reporting

requirements, and support counsel and others for Chapter 11 related items;

communications; other general administrative tasks related to any Ch. 11

proceeding specific to Debtor's enterprise.


Brian Whittman Managing Director $1,025 1.6 $1,640.00

Carl Binggeli Director $725 42.1 $30,522.50

Julio Cifuentes Associate $575 11.1 $6,382.50

54.8 $38,545.00

$703.38Average Billing Rate

Page 1 of 14





Exhibit C

Cash Assist the Debtors with the 13 week cash flow forecast, plan versus actual, DIP

reporting requirements, covenant compliance, and other financial analyses.




Ryan Walsh Senior Associate $650 87.4 $56,810.00

113.3 $76,397.50


Page 2 of 14





Exhibit C

Claims Assist the Debtors with claims planning process, review of claims filed against

the Debtors', claim reconciliation, and related work including submission of

related motions to the court.


Erin McKeighan Managing Director $850 1.4 $1,190.00

Gerard Gigante Analyst $475 2.6 $1,235.00

4.0 $2,425.00


Page 3 of 14





Exhibit C

Contracts Assist the Debtors with contract analyses and the potential assumption or

rejection of contracts.


Brian Whittman Managing Director $1,025 0.1 $102.50


2.2 $1,625.00


Page 4 of 14





Exhibit C

Court Prepare for and attend the Debtors' hearings.




12.3 $10,597.50


Page 5 of 14





Exhibit C

Employee Employee matters including pension plan and severance.




3.8 $3,145.00


Page 6 of 14





Exhibit C

Fee Applications Prepare the month and interim fee applications in accordance with Court

guidelines.




Nicole Vander Veen Paraprofessional $325 9.5 $3,087.50

14.5 $6,802.50


Page 7 of 14





Exhibit C

Financial Analysis Ad-hoc financial analyses made at the request of various constituencies,

including the Debtor.



Erin Covington Managing Director $925 6.7 $6,197.50

Erin McKeighan Managing Director $850 0.6 $510.00

Trevor Phillips Managing Director $725 13.2 $9,570.00


Robert Edgecombe Director $525 62.0 $32,550.00

Alden Katagihara Manager $475 8.6 $4,085.00

Ben Jackson Senior Associate $425 8.5 $3,612.50



148.6 $89,357.50


Page 8 of 14





Exhibit C

Info Req Address information requests from, and attend meetings and calls with, various

constituencies including lenders, unsecured creditors committee, and advisors.





64.7 $47,155.00


Page 9 of 14





Exhibit C

Litigation Support negotiations with Tort Claimants including any document discovery,

mediation process, abuse claims estimation.



3.2 $3,280.00

$1,025.00Average Billing Rate

Page 10 of 14





Exhibit C

MOR Assist the Debtors with the preparation of the Initial Debtor Interview

requirements, Initial Operating Report, Monthly Operating Report, and other

related matters for the US Trustee.





11.3 $7,727.50


Page 11 of 14





Exhibit C

Motions/Orders Complete analyses and assist the Debtors on various motions filed, and on entry

of Orders to implement required reporting and other activities contemplated by

the various filed motions.


Erin McKeighan Managing Director $850 3.4 $2,890.00




Emily Raab Consultant $525 1.5 $787.50

34.8 $23,547.50


Page 12 of 14





Exhibit C

Status Meeting Prepare for and participate in the Debtors regular status meetings including BOD

meetings, update meetings with management, and strategic meetings with Debtor

counsel and advisors.





Julio Cifuentes Associate $575 1.6 $920.00

13.3 $11,300.00


Page 13 of 14





Exhibit C

Vendor Management Assist the Debtors with all vendor related items including, but not limited to

vendor strategy, negotiation, settlements, stipulations, critical vendors and

shippers/warehouseman agreements, and advising Debtors' on general accounts

payable questions.






60.7 $40,887.50


Page 14 of 14


Exhibit D

Time Detail by Activity by Professional





Exhibit D

Bankruptcy Support

Date Hours ActivityProfessional

5/1/2020 0.2 Review court docket for latest filings.Carl Binggeli

5/1/2020 0.8 Continue to work with various OCPs to ensure required declarations are filed and retainers are applied.

Carl Binggeli

5/4/2020 0.7 Review and approve various PTO payouts for departing employees.

Carl Binggeli

5/4/2020 1.0 Meet with Debtor Controller to discuss open items and next steps.Carl Binggeli


5/4/2020 1.2 Review and analyze latest Local Council open AP vs. AR to determine weekly payment amounts, including various discussions re: the same.

Carl Binggeli


5/4/2020 1.4 Reconcile latest AR and AP local council reports provided weekly by debtor.

Julio Cifuentes

5/4/2020 0.4 Approve payment for PTO and other prepetition obligations.Julio Cifuentes

5/5/2020 0.5 Review and approve payrolls for processing, including various communications re: the same.

Carl Binggeli

5/5/2020 0.5 Assist Debtor with reconciling various OCP retainers.Carl Binggeli

5/5/2020 0.4 Additional approval payment for PTO and other prepetition obligations.

Julio Cifuentes

5/5/2020 0.4 Approve payment for PTO and other prepetition obligations.Julio Cifuentes

5/6/2020 0.4 Review and discuss latest membership report.Carl Binggeli

5/6/2020 1.9 Update professional fees tracker with latest filed fee apps and CNOs.

Carl Binggeli


5/7/2020 1.4 Various follow-ups with Debtor HR department re: upcoming potential actions.

Carl Binggeli

5/7/2020 1.2 Teleconference with Debtor Accounting staff re: various case topics and month-end close, including professional fees.

Carl Binggeli

5/7/2020 0.8 Various communications with Debtor accounting and treasury teams re: purchases needed in order to open Scout Shops safely.

Carl Binggeli

5/7/2020 1.1 Review intercompany transaction report for March 2020 reporting period.

Julio Cifuentes

5/7/2020 1.6 Create revised census file to reflect RIF actions.Julio Cifuentes

5/7/2020 0.2 Review data room file status.Julio Cifuentes

5/8/2020 0.2 Correspondence with B. Dolan (BSA) re question on JPM debt.Brian Whittman

Page 1 of 32





Exhibit D

Bankruptcy Support


5/8/2020 0.5 Teleconference with PJT re: updated 13-week cash flow forecast.Carl Binggeli

5/8/2020 0.8 Teleconference with Debtor Legal staff re: processing of professional fees.

Carl Binggeli

5/8/2020 0.9 Follow-up teleconference with Debtor Accounting staff re: various case topics and month-end close, including professional fees.

Carl Binggeli


5/8/2020 0.9 Continue working with Debtor and various professionals re: processing of fee apps and CNOs.

Carl Binggeli

5/8/2020 1.0 Continue working with Debtor re: upcoming employee actions.Carl Binggeli

5/8/2020 0.9 Review PTO prepetition payment proposals for approval.Julio Cifuentes

5/10/2020 0.4 Update Ordinary Course Professional Declaration / Approval Tracker.

Julio Cifuentes

5/11/2020 0.4 Review UST comments re: OCP declaration.Carl Binggeli

5/11/2020 1.2 Review and analyze latest Local Council open AP vs. AR to determine weekly payment amounts, including various discussions re: the same.

Carl Binggeli



5/11/2020 1.0 Meet with Debtor Controller to discuss open items and next steps.Carl Binggeli

5/11/2020 0.8 Continue tracking and facilitating payment of retained professionals.

Carl Binggeli

5/12/2020 0.5 Call to review upcoming employment actions with Debtor HR staff.Carl Binggeli


Carl Binggeli

5/12/2020 0.3 Review prepetition PTO payment requests for approval.Julio Cifuentes

5/13/2020 0.1 Review case calendar.Brian Whittman

5/13/2020 0.2 Correspondence with S. Phillips (BSA) re Texas LLC dissolution.Brian Whittman

5/13/2020 0.1 Correspondence with S. McGowan (BSA) re counseling reimbursements.

Brian Whittman

5/13/2020 0.8 Review various HR change forms for compliance.Carl Binggeli

5/13/2020 0.3 Various communications re: dissolution of unused entity.Carl Binggeli



Page 2 of 32





Exhibit D

Bankruptcy Support


5/14/2020 0.3 Various communications with Debtor re: employment actions.Carl Binggeli

5/14/2020 1.1 Continued work with Debtor staff re: professional fees and retainers.

Carl Binggeli

5/15/2020 0.5 Follow-up communications with Counsel re: dissolution of unused entity.

Carl Binggeli


5/15/2020 0.4 Review and update OCP tracker.Carl Binggeli

5/15/2020 0.7 Various communications with Debtor HR department re: multiple HR change forms.

Carl Binggeli


5/16/2020 0.2 Review member fee analysis.Brian Whittman


Julio Cifuentes

5/16/2020 0.3 Update Professional Fee Tracker.Julio Cifuentes

5/16/2020 0.2 Review filed documentation related to ordinary course professionals.

Julio Cifuentes

5/17/2020 0.4 Call with E. Covington (A&M) re BSA org structure.Brian Whittman

5/17/2020 0.8 Call with Controller re: level of insurance claim detail in accounting system.

Carl Binggeli

5/17/2020 0.7 Call with Debtor counsel and insurance counsel re: level of insurance claim detail in accounting system and potential next steps.

Carl Binggeli


Julio Cifuentes

5/18/2020 0.3 Work with Sidley on several OCP related items.Carl Binggeli

5/18/2020 0.6 Review and update AP vs. AR analysis, including various questions re: the same.

Carl Binggeli

5/18/2020 0.8 Call with Debtor Controller to discuss and work through various open items, including next steps re: the same.

Carl Binggeli


5/19/2020 0.5 Teleconference with Debtor HR staff status of 403b and pension funding.

Carl Binggeli

5/19/2020 1.1 Review initial draft of proposed Debtor org changes.Carl Binggeli

5/19/2020 0.7 Call with real estate group to work through various questions raised by potential appraisers.

Carl Binggeli

Page 3 of 32





Exhibit D

Bankruptcy Support


5/19/2020 1.1 Meet with Debtor Accounting staff to discuss new procedure for billing Local Councils for benefits.

Carl Binggeli

5/20/2020 0.3 Call with Debtor's counsel to discuss status of certain OCP retention.

Carl Binggeli

5/20/2020 0.8 Work with PWC re: switch from OCP to retained professional.Carl Binggeli


5/20/2020 0.5 Work with Debtor re: landlord for rejected lease space, including next steps re: the same.

Carl Binggeli

5/20/2020 0.4 Various communications with Debtor re: status of oil and gas leases.

Carl Binggeli

5/20/2020 1.3 Review April professional fee application.Julio Cifuentes

5/21/2020 0.7 Continued work with PWC re: switch from OCP to retained professional.

Carl Binggeli


5/22/2020 1.2 Review schedule of leases, including various discussions with Debtor Accounting staff re: the same.

Carl Binggeli

5/22/2020 0.9 Follow-up teleconference with Debtor Accounting staff to discuss new procedure for billing Local Councils for benefits.

Carl Binggeli


Carl Binggeli

5/26/2020 0.4 Call with Debtor Controller to discuss and work through various open items, including next steps re: the same.

Carl Binggeli

5/26/2020 0.7 Review and update AP vs. AR analysis, including various questions re: the same.

Carl Binggeli

5/26/2020 0.4 Analyze local council aging report and delinquency status.Julio Cifuentes

5/27/2020 0.4 Review updated pension report.Brian Whittman

5/27/2020 0.5 Review latest status update of Local Council asset document submissions.

Carl Binggeli

5/27/2020 0.9 Initial review of April 2020 trial balance and consolidated financials.

Carl Binggeli


5/28/2020 0.9 Continued efforts with PWC re: switch from OCP to retained professional.

Carl Binggeli

5/28/2020 0.4 Review latest abuse claims report.Carl Binggeli

5/29/2020 0.8 Review and update mandatory monthly Wage Order reporting.Carl Binggeli


Page 4 of 32





Exhibit D

Bankruptcy Support



Subtotal 54.8

Cash


5/1/2020 0.6 Review / analysis of open liabilities for upcoming pre-/post-petition payments.

Ryan Walsh

5/1/2020 0.6 Correspondence with client re: potential vendor payments; review of invoices re: same.

Ryan Walsh

5/1/2020 0.7 Various updates to cash flow forecast, including professional fees, significant upcoming payments.

Ryan Walsh

5/3/2020 1.0 Review, analyze cash disbursement, A/P activity for week ending 5/1/20.

Ryan Walsh

5/4/2020 1.7 Review of receipt activity, wires, auto-debits for week ending 5/1/20, including correspondence with treasury, A/P; update weekly cash flow forecast for actuals as of 5/1/20.

Ryan Walsh

5/4/2020 0.6 Call with Debtor re: cash flow forecast updates.Ryan Walsh

5/4/2020 2.4 Continued updates to weekly cash flow forecast for week ending 5/1/20, including variance analysis, associated commentary, reconciliation of book to bank activity.

Ryan Walsh

5/4/2020 1.0 Updates to restructuring professional fee forecast, including review of fee applications, invoices.

Ryan Walsh

5/4/2020 0.3 Review of JPM loan interest statements, including correspondence with Debtor.

Ryan Walsh

5/4/2020 0.7 Discussions with A&M re: cash flow forecast, high adventure base deposits.

Ryan Walsh

5/5/2020 0.2 Review cash update for management meeting.Brian Whittman

5/5/2020 0.8 Work with A&M team to review pre-petition vendor invoices for potential payment 5/6/2020.

Carl Binggeli

5/5/2020 1.1 Meet with Debtor Finance staff to review latest cash forecast vs. actual and delinquent A/R.

Carl Binggeli

5/5/2020 1.5 Weekly disbursement planning meeting with Debtor Accounting and Treasury team for 5/6/2020 payment run, including various follow-ups.

Carl Binggeli

5/5/2020 0.4 Review and comment on latest weekly cash flow variance report.Carl Binggeli

Page 5 of 32





Exhibit D

Cash


5/5/2020 2.4 Review / analysis of potential payments for the week ending 5/8/20; review of open liabilities report / invoices for payment consideration; follow up with Debtor on certain invoices.

Ryan Walsh

5/5/2020 0.4 Correspondence with Debtor re: cash disbursement protocols at Scout Shops.

Ryan Walsh

5/5/2020 1.1 Calls with A&M re: cash flow assumptions, proposed payments for the week ending 5/8/20, court reporting requirements.

Ryan Walsh

5/5/2020 0.9 Weekly disbursement meeting with Debtor re: payment proposals for week ending 5/8/20, cash flow forecast, actuals for week ending 5/1/20.

Ryan Walsh

5/6/2020 0.7 Call with A&M re: cash flow assumptions, payroll adjustments, prepetition payables, outstanding A/P.

Carl Binggeli

5/6/2020 2.0 Continued updates to cash flow forecast; analysis of monthly disbursement data by vendor for trends; associated adjustments to disbursement forecast.

Ryan Walsh

5/6/2020 0.7 Call with A&M re: cash flow assumptions, payroll adjustments, prepetition payables, outstanding A/P.

Ryan Walsh

5/6/2020 2.2 Updates to cash flow reporting package for committees, including variance to cash collateral budget; restricted receipt activity; receipt / disbursement data for requirements per Cash Management Order; review weekly prepetition payments per Vendor Order.

Ryan Walsh

5/6/2020 2.5 Updates to cash flow forecast re: assumption changes for high adventure bases, payroll, various receipts / disbursements.

Ryan Walsh

5/7/2020 0.4 Review weekly cash reports (.3); correspondence with R. Walsh (A&M) re questions on same (.1).

Brian Whittman


5/7/2020 0.2 Call with Debtor re: cash flow payroll assumptions.Ryan Walsh

5/7/2020 1.7 Detailed reconciliation of current cash flow forecast to prior forecasts; high level bridge from monthly cash forecast submitted with the Court; assemble supporting information package for Debtor.

Ryan Walsh

5/7/2020 2.3 Analysis of historical spend by category, vendor re: updates to cash flow forecast.

Ryan Walsh

5/7/2020 2.2 Various updates to cash flow forecast re: payroll, high adventure base, benefits, operating expense, prepetition vendor assumptions; detailed documentation of assumptions, changes.

Ryan Walsh

5/8/2020 0.6 Various communications with Debtor counsel re: investment accounts and UST compliance.

Carl Binggeli

5/8/2020 1.7 Continued analysis of historical spend by category, vendor; various updates to cash flow forecast.

Ryan Walsh

Page 6 of 32





Exhibit D

Cash



Ryan Walsh

5/11/2020 0.1 Correspondence with R. Walsh (A&M) re cash flow update.Brian Whittman

5/11/2020 1.6 Review of receipt activity, wires, auto-debits for week ending 5/8/20, including correspondence with treasury, A/P; update weekly cash flow forecast for actuals as of 5/8/20.

Ryan Walsh


Ryan Walsh

5/11/2020 0.6 Call with A&M re: cash flow forecast assumptions.Ryan Walsh

5/11/2020 1.3 Refinement of cash flow forecast re: new cash collateral budget submission; updates to payroll/tax estimates, timing of vendor payments.

Ryan Walsh

5/11/2020 0.6 Updates to restructuring professional fee forecast, including review of fee applications, invoices.

Ryan Walsh

5/12/2020 0.1 Correspondence with R. Walsh (A&M) re prior week cash update.Brian Whittman


Carl Binggeli


Carl Binggeli


Carl Binggeli


5/12/2020 1.4 Updates to cash flow forecast re: weekly disbursement meeting, cash flow forecast meeting; updates to trade AP, payroll estimates.

Ryan Walsh

5/12/2020 0.5 Weekly disbursement meeting with client re: payment proposals for week ending 5/15/20, cash flow forecast, actuals for week ending 5/8/20.

Ryan Walsh

5/12/2020 0.8 Review of local council A/R, A/P balances re: payment protocols.Ryan Walsh

5/12/2020 2.4 Review / analysis of potential payments for the week ending 5/15/20; review of open liabilities report / invoices for payment consideration; follow up with Debtor on certain invoices.

Ryan Walsh

5/13/2020 0.5 Review cash flow budget update with R. Walsh and C. Binggeli (A&M).

Brian Whittman

5/13/2020 0.4 Review further updates to cash flow budget.Brian Whittman

5/13/2020 0.5 Telephonic working session with A&M team re: cash forecast update.

Carl Binggeli

Page 7 of 32





Exhibit D

Cash


5/13/2020 1.9 Detailed reconciliation of current cash flow forecast to prior forecasts; assemble supporting information package for PJT Partners, committees.

Ryan Walsh

5/13/2020 2.3 Updates to 13-week cash flow forecast re: high adventure bases, payroll, program expense, supply expense assumptions.

Ryan Walsh

5/13/2020 1.3 Calls with A&M re: updated cash flow forecast for new cash collateral budget; discussion of assumptions, support for PJT Partners, committees.

Ryan Walsh

5/13/2020 0.3 Review of gift agreement re: restricted cash donation in week ending 5/8/20, including communication with Debtor.

Ryan Walsh

5/13/2020 2.3 Updates to cash flow weekly reporting package for committees, including variance to cash collateral budget; restricted receipt activity; receipt / disbursement data for requirements per Cash Management Order.

Ryan Walsh

5/13/2020 0.8 Call with A&M re: cash flow forecast assumptions, budget, supporting information for PJT Partners.

Ryan Walsh

5/14/2020 0.3 Review weekly cash disbursement reports.Brian Whittman

5/14/2020 0.7 Review and comment on latest weekly cash flow variance report and list of disbursements.

Carl Binggeli

5/14/2020 1.4 Review weekly prepetition payments as of 5/8/20 per Vendor Order reporting requirements; final review of / edits to weekly cash flow reporting package.

Ryan Walsh

5/14/2020 0.2 Further review of gift agreement re: restricted cash donation in week ending 5/8/20.

Ryan Walsh

5/14/2020 0.6 Review of final pay cycle selections for week ending 5/15/20 prior to disbursement.

Ryan Walsh

5/15/2020 0.5 Review of disbursements for week ending 5/15 re: vendor inquiry.Ryan Walsh


Ryan Walsh

5/18/2020 0.5 Work with Debtor to finalize letter directing financial institutions re: US Trustee investment guidelines.

Carl Binggeli

5/18/2020 0.7 Updates to restructuring professional fee forecast; review of recently filed fee applications.

Ryan Walsh

5/18/2020 2.4 Continued updates to weekly cash flow forecast for week ending 5/15/20, including variance analysis, associated commentary, reconciliation of book to bank activity; restructure of variance analysis to new budget.

Ryan Walsh

5/18/2020 1.7 Review of receipt activity, wires, auto-debits for week ending 5/15/20, including communication with treasury, A/P; update weekly cash flow forecast for actuals as of 5/15/20.

Ryan Walsh

5/19/2020 0.7 Various communications with Debtor Treasury group re: draw on line of credit to cover letter of credit draw.

Carl Binggeli

Page 8 of 32





Exhibit D

Cash



Carl Binggeli

5/19/2020 0.5 Meet with Debtor to review weekly payment proposal.Carl Binggeli

5/19/2020 0.5 Analyze pre-petition outstanding AP to determine any that can be paid.

Carl Binggeli

5/19/2020 0.4 Call with A&M re: payment proposals for week ending 5/22/20; discussion on letters of credit.

Ryan Walsh

5/19/2020 2.2 Review / analysis of potential payments for the week ending 5/22/20; review of open liabilities report / invoices for payment consideration; follow up with Debtor on certain invoices; corresponding updates to cash flow forecast.

Ryan Walsh

5/19/2020 0.3 Weekly disbursement meeting with Debtor re: payment proposals for week ending 5/22/20, cash flow forecast, actuals for week ending 5/15/20.

Ryan Walsh

5/19/2020 0.3 Updates to restructuring fee forecast.Ryan Walsh

5/20/2020 0.4 Work with Debtor Treasury staff to understand draw on letter of credit and potential accounting thereof.

Carl Binggeli

5/20/2020 0.6 Continue efforts re: processing fee apps, including multiple communications with various firms.

Carl Binggeli

5/20/2020 0.4 Review of Summit capex cash flow estimates per Debtor, including comparison to prior version.

Ryan Walsh

5/20/2020 2.4 Updates to cash flow weekly reporting package for committees for week ending 5/15/20, including variance to new cash flow budget; restricted receipt activity; receipt / disbursement data for requirements per Cash Management Order.

Ryan Walsh

5/21/2020 0.3 Review weekly cash flow forecast update.Brian Whittman


Carl Binggeli

5/21/2020 0.5 Call with A&M re: weekly cash flow reporting, prepetition payment tracking.

Carl Binggeli

5/21/2020 1.0 Work with Debtor Accounting staff to ensure Local Councils are paid up to date.

Carl Binggeli

5/21/2020 0.2 Call with A&M re: letter of credit draw.Ryan Walsh

5/21/2020 0.5 Call with A&M re: weekly cash flow reporting, prepetition payment tracking.

Ryan Walsh

5/21/2020 0.8 Review of local council disbursements re: Debtor inquiry.Ryan Walsh

5/21/2020 0.3 Review of professional retainer balances re: fee applications / professional fee forecast.

Ryan Walsh

5/21/2020 1.3 Final review of / edits to weekly cash flow reporting package.Ryan Walsh

Page 9 of 32





Exhibit D

Cash


5/22/2020 0.6 Various communications with Treasury team re: p-card payments.Carl Binggeli

5/22/2020 1.4 Updates to professional fee forecast; review of fee applications / invoices; reconciliation to original professional fee forecast.

Ryan Walsh

5/22/2020 0.5 Review of open liabilities report; review of final payments selections for week ending 5/22/20.

Ryan Walsh


Ryan Walsh


Ryan Walsh

5/25/2020 1.9 Review of receipt activity, wires for week ending 5/22/20; update weekly cash flow forecast for actuals as of 5/22/20; comparison to prior week's forecast.

Ryan Walsh


Carl Binggeli


Carl Binggeli


Carl Binggeli


5/26/2020 0.5 Call with A&M re: payment proposals for week ending 5/29/20.Carl Binggeli

5/26/2020 1.1 Updates to cash flow actuals for 5/22/20 activity; work with Debtor re: same.

Ryan Walsh

5/26/2020 2.1 Review / analysis of potential payments for the week ending 5/29/20; review of open liabilities report / invoices for payment consideration; follow up with Debtor on certain invoices; corresponding updates to cash flow forecast.

Ryan Walsh

5/26/2020 1.3 Weekly disbursement meeting with client re: payment proposals for week ending 5/29/20, cash flow forecast, actuals for week ending 5/22/20.

Ryan Walsh

5/26/2020 0.5 Call with A&M re: payment proposals for week ending 5/29/20.Ryan Walsh

5/27/2020 0.6 Teleconference with Debtor staff re: status of Local Council AR.Carl Binggeli

5/27/2020 2.4 Updates to cash flow weekly reporting package for committees for week ending 5/22/20; review / analysis of restricted receipt activity, receipt / disbursement data for requirements per Cash Management Order.

Ryan Walsh

5/28/2020 0.4 Review weekly cashflow reporting to bank/committees.Brian Whittman


Carl Binggeli

Page 10 of 32





Exhibit D

Cash


5/28/2020 0.6 Final review of / edits to weekly cash flow reporting package for week ending 5/22/20.

Ryan Walsh

5/28/2020 1.7 Review / analysis of 2019 disbursements by vendor, disbursement category; reconciliation to actuals in 2020.

Ryan Walsh

5/29/2020 0.7 Continued reconciliation of trade AP disbursements from 2019 to 2020 by vendor, category.

Ryan Walsh


Ryan Walsh

Subtotal 113.3

Claims


5/13/2020 0.3 Review claims register provided by Omni for filed claims.Erin McKeighan

5/26/2020 0.4 Respond to address population questions from Omni.Erin McKeighan

5/26/2020 1.6 Perform search for creditors with missing address data within the MML.

Gerard Gigante

5/27/2020 0.3 Review missing address research conducted by G. Gigante (A&M).

Erin McKeighan

5/28/2020 0.4 Teleconference with G. Gigante (A&M) in re: missing address research.

Erin McKeighan

5/28/2020 0.6 Perform search for creditors with missing address data within the MML.

Gerard Gigante

5/28/2020 0.4 Teleconference with E. Mckeighan re: missing addresses search.Gerard Gigante

Subtotal 4.0

Contracts


5/4/2020 0.5 Various communications with Counsel and Debtor re: potential Oracle contract rejection.

Carl Binggeli

5/7/2020 0.9 Various communications with Debtor and counsel re: contract settlement.

Carl Binggeli

5/13/2020 0.1 Correspondence with M. Linder (Sidley) re lease extension.Brian Whittman

5/27/2020 0.7 Review credit card promotional program contract, including initial discussion with Debtor.

Carl Binggeli

Page 11 of 32





Exhibit D

Contracts


Subtotal 2.2

Court


5/4/2020 4.0 Attend portion of court hearing on contested retention of Sidley.Brian Whittman

5/4/2020 2.5 Attend portion of court hearing on contested retention of Sidley.Carl Binggeli

5/6/2020 1.0 Attend portion of court hearing on contested retention of Sidley.Carl Binggeli

5/18/2020 1.4 Participate in portion of omnibus hearing on bar date (1.2); correspondence with C. Binggeli (A&M) re updates from remainder of hearing (.2).

Brian Whittman

5/18/2020 2.5 Participate in a portion of Omnibus court hearing telephonically.Carl Binggeli

5/29/2020 0.2 Correspondence with C. Binggeli (A&M) re hearing update.Brian Whittman

5/29/2020 0.2 Correspondence with B Whittman re hearing update.Carl Binggeli

5/29/2020 0.5 Participate in a portion of court hearing re: Protective Order telephonically.

Carl Binggeli

Subtotal 12.3

Employee


5/12/2020 1.0 Call with BSA (S. McGowan, M. Ashline, L. Young), Sidley (J. Boelter) , and Steptoe (J. Tour) re pension plan changes.

Brian Whittman

5/13/2020 0.3 Review summary of retirement program changes (.2); correspondence with S. McGowan (BSA) re same (.1).

Brian Whittman

5/26/2020 0.3 Various communications with Debtor re: upcoming headcount reductions, severance, etc.

Carl Binggeli

5/27/2020 0.5 Verify accuracy of severance amounts for certain individuals for accuracy prior to payment.

Carl Binggeli

5/27/2020 0.5 Review full-time payroll register to ensure compliance with policies and procedures.

Carl Binggeli

5/28/2020 0.5 Verify accuracy of severance amounts for certain individuals for accuracy prior to payment.

Carl Binggeli

5/29/2020 0.7 Review various HR change forms for compliance.Carl Binggeli

Page 12 of 32





Exhibit D

Employee


Subtotal 3.8

Fee Applications


5/11/2020 0.5 Preparation of fee application.Nicole Vander Veen




5/21/2020 1.2 Begin initial prep of second monthly fee app.Carl Binggeli


5/22/2020 0.5 Continue preparation of second monthly fee app.Carl Binggeli




5/28/2020 1.5 Final review of and updates to Second Monthly Fee Application for filing.

Carl Binggeli

5/29/2020 0.3 Review fee application.Brian Whittman

5/29/2020 1.5 Final review of and updates to First Interim Fee Application for filing.

Carl Binggeli

Subtotal 14.5

Financial Analysis


5/1/2020 0.6 Call with A&M (T. Phillips, R. Edgecomb, C. Binggeli) to review next steps on real estate.

Brian Whittman

5/1/2020 0.6 Call with A&M (T. Phillips, R. Edgecomb, B. Whittman) to review next steps on real estate.

Carl Binggeli

5/1/2020 2.5 Review latest local council balance sheet summaries through 3.31.2020.

Julio Cifuentes

5/1/2020 2.1 Consolidate latest local council balance sheet summaries through 3.31.2020.

Julio Cifuentes

Page 13 of 32





Exhibit D

Financial Analysis


5/1/2020 1.5 Review overview of camp properties in preparation for initial discussion with candidate appraisers

Robert Edgecombe

5/1/2020 1.1 Review of February, March Greybook financials prior to distribution, including discussion with A&M re: same.

Ryan Walsh

5/1/2020 0.5 Continued / analysis of local council balance sheets as of 3/31/20.Ryan Walsh

5/1/2020 0.5 Review overview of camp properties in preparation for initial discussion with candidate appraisers.

Trevor Phillips

5/4/2020 0.6 Correspondence with debtor to discuss Local Council receivables.Julio Cifuentes

5/4/2020 2.1 Create revised draft of Local Council AP and AR report.Julio Cifuentes

5/4/2020 3.0 Review of Summit documents including tax records to prepare profile for candidate appraisers

Robert Edgecombe


Robert Edgecombe

5/4/2020 0.3 Initial review of April 2020 membership report.Ryan Walsh

5/4/2020 1.7 Review / analysis of March 2020 consolidating balance sheets, trial balance, investments; work with Debtor re: same.

Ryan Walsh


Robert Edgecombe

5/5/2020 1.2 Continued review of March 2020 consolidating balance sheets, trial balance, investments.

Ryan Walsh


5/6/2020 2.6 Review Northern Tier 1986 appraisal for information to include in property profile.

Alden Katagihara

5/6/2020 1.0 Continue working with Debtor and A&M real estate team on High Adventure Facilities appraisal project.

Carl Binggeli


Robert Edgecombe


5/6/2020 0.5 Review of professional fee estimates, retainers re: accruals, expenses for April; work with Debtor re: same.

Ryan Walsh

5/7/2020 2.0 Research to identify potential appraisers.Ben Jackson

5/7/2020 0.1 Correspondence with S. McGowan re real estate question.Brian Whittman

5/7/2020 0.2 Teleconference with A&M to review local council balance sheet reconciliation.

Julio Cifuentes

5/7/2020 0.5 Review of Sea Base and Northern Tier supplemental information to prepare profile for candidate appraisers

Robert Edgecombe

Page 14 of 32





Exhibit D

Financial Analysis


5/7/2020 1.5 Research for potential appraisers of the Summit propertyRobert Edgecombe

5/7/2020 1.4 Continued / analysis of local council balance sheets as of 3/31/20, including detailed reconciliation to 11/30/19 financials.

Ryan Walsh

5/8/2020 0.5 Review potential appraiser interview questions.Alden Katagihara



5/8/2020 0.2 Correspondence with C. Binggeli (A&M) re question on real estate.Brian Whittman

5/8/2020 0.5 Review appraiser interview questionsRobert Edgecombe


Robert Edgecombe

5/8/2020 1.0 Research for potential appraisers of the Summit propertyRobert Edgecombe

5/8/2020 1.9 Continued / analysis of local council balance sheets as of 3/31/20, including call with A&M; detailed review of changes on an individual council basis since 11/30/19.

Ryan Walsh

5/11/2020 0.4 Telephonic working session with A&M team (T. Phillips, R. Edgecomb, C. Binggeli) on real estate appraisal process.

Brian Whittman

5/11/2020 0.4 Telephonic working session with A&M team on real estate appraisal process.

Carl Binggeli

5/11/2020 0.3 Respond to questions from the UCC on scheduled claims.Erin McKeighan

5/11/2020 0.5 Internal call to prepare for interviews with candidate appraisers.Robert Edgecombe

5/11/2020 0.4 Continued / analysis of local council balance sheets as of 3/31/20; work with Debtor re: same.

Ryan Walsh

5/11/2020 0.5 Internal call to prepare for interviews with candidate appraisers.Trevor Phillips

5/12/2020 0.2 Correspondence with T. Phillips (A&M) re real estate next steps.Brian Whittman

5/12/2020 0.5 Call with BSA (S. McGowan, L. Richardson) and Sidley (J. Boelter, M. Andolina) and A&M (C. Binggeli) re real estate.

Brian Whittman

5/12/2020 0.5 Call with BSA and Sidley and A&M re real estate appraisal process.

Carl Binggeli

5/12/2020 0.3 Respond to questions from the UCC on scheduled claims.Erin McKeighan

5/12/2020 0.7 Update local council balance sheet summaries and financials.Julio Cifuentes

5/12/2020 2.0 Review appraiser questions and packages of information for candidates who sign the NDA

Robert Edgecombe

5/12/2020 0.5 Continued analysis of local council balance sheets as of 3/31/20, including correspondence with Debtor; review of updated balance sheets for certain local councils.

Ryan Walsh

Page 15 of 32





Exhibit D

Financial Analysis


5/13/2020 1.5 Review potential appraiser interview questions.Alden Katagihara

5/13/2020 1.0 Call with R. Mosby regarding organizational realignment and cost reduction efforts.

Erin Covington

5/13/2020 0.7 Review / analysis of investments by fund / legal entity as of 4/30/20; review of certain investment account statements.

Ryan Walsh

5/13/2020 0.5 Appraiser interviews.Trevor Phillips

5/14/2020 0.8 Review analysis of local council balance sheets as of 3/31/20 and detailed comparison to 11/30/19 financials.

Carl Binggeli

5/14/2020 0.5 Appraiser interviewsRobert Edgecombe

5/14/2020 2.1 Analysis of local council balance sheets as of 3/31/20, including detailed comparison to 11/30/19 financials.

Ryan Walsh


5/15/2020 1.0 Call with Debtor re: status, assumptions, issues for high adventure base summer programs.

Carl Binggeli

5/15/2020 0.5 Discussion with B. Whittman regarding organizational realignment and cost reduction efforts.

Erin Covington

5/15/2020 1.0 Call with A. Lambert on status of high adventure base camps.Erin Covington


5/15/2020 1.5 Follow up with appraisers for requested information and provide additional documents for those who sign the NDA

Robert Edgecombe

5/15/2020 0.9 Analysis of local council balance sheets as of 3/31/20, including reconciliation of 11/30/19 figures by local council.

Ryan Walsh

5/15/2020 0.9 Call with Debtor re: status, assumptions, issues for high adventure base summer programs.

Ryan Walsh


5/17/2020 1.7 Review of proposed fee structure for 2020-2021; calculate registration fees; build presentation to the Board re: cash flow forecast.

Ryan Walsh

5/17/2020 0.5 Research to identify additional potential appraisers.Trevor Phillips

5/18/2020 1.0 Prepare presentation and templates for organizational redesign efforts.

Erin Covington

5/18/2020 0.1 Teleconference with A&M to discuss status of local council financials .

Julio Cifuentes



Robert Edgecombe

Page 16 of 32





Exhibit D

Financial Analysis


5/18/2020 0.5 Call with A&M re: organizational structure, payroll rationalization, cash flow projections.

Ryan Walsh

5/18/2020 1.8 Continued analysis of local council balance sheets as of 3/31/20.Ryan Walsh

5/18/2020 0.4 Initial review of payroll report re: workforce rationalization.Ryan Walsh

5/18/2020 0.9 Updates to liquidity presentation for the Board.Ryan Walsh



Erin Covington


Robert Edgecombe


5/19/2020 0.3 Call with A&M re: payroll systems.Ryan Walsh

5/19/2020 1.3 Initial review / analysis of census report; review of cost center, business unit rosters re: potential workforce rationalization.

Ryan Walsh

5/19/2020 1.1 Continued analysis of local council balance sheets as of 3/31/20; review / refinement to liquidity calculations; deep dive into certain local councils.

Ryan Walsh


5/20/2020 3.0 Review property details for Northern Tier Canadian properties and the Summit property

Robert Edgecombe


Robert Edgecombe


5/20/2020 0.6 Continued analysis of local council balance sheets as of 3/31/20.Ryan Walsh

5/20/2020 0.4 Review of historical oil & gas royalty receipts re: customer communication with Debtor; review / update forecast accordingly.

Ryan Walsh


5/21/2020 1.7 Research public records for additional details regarding the Atikokan, ON property for inclusion in materials to be provided to potential appraisers.

Alden Katagihara


5/21/2020 2.5 Review and research details for Northern Tier Canadian propertiesRobert Edgecombe


Robert Edgecombe


Page 17 of 32





Exhibit D

Financial Analysis


5/22/2020 1.3 Continue working on various diligence requests for real estate appraiser workstream.

Carl Binggeli

5/22/2020 1.5 Review and research details for Northern Tier Canadian propertiesRobert Edgecombe


Robert Edgecombe


5/22/2020 1.6 Review of local council balance sheets as of 3/31/20; detailed review of changes in liquidity.

Ryan Walsh



Erin Covington

5/25/2020 0.3 Review operational realignment process.Brian Whittman


Robert Edgecombe



5/26/2020 0.9 Review local council asset aggregation and tracker files.Julio Cifuentes



Robert Edgecombe

5/26/2020 1.2 Revise liquidity presentation re: Debtor request; call with Debtor re: same.

Ryan Walsh


5/27/2020 0.5 Call appraiser references to help with their evaluations.Ben Jackson

5/27/2020 0.5 Telephonic meeting to review real estate appraisals with A&M team.

Brian Whittman

5/27/2020 0.5 Call with A&M re: updates on local councils, pension plan, case update.

Carl Binggeli

5/27/2020 0.5 Telephonic meeting to review real estate appraisals with A&M team.

Carl Binggeli



Robert Edgecombe

5/27/2020 2.0 Prepare summary recommendations to present to clientRobert Edgecombe

Page 18 of 32





Exhibit D

Financial Analysis


5/27/2020 0.9 Review / revise professional fee estimates re: Debtor request; review of invoices / retainer applications.

Ryan Walsh

5/27/2020 0.5 Call with A&M re: updates on local councils, pension plan, case update.

Ryan Walsh


5/28/2020 1.3 Call appraiser references to help with their evaluations.Alden Katagihara

5/28/2020 0.5 Call with M. Ashline, S. McGowan, J. Boelter, B. Whittman regarding NAM updates and organizational realignment.

Erin Covington


5/28/2020 0.5 Call with A&M re: case update.Ryan Walsh

5/28/2020 0.5 Summarize appraiser interviews to develop recommendations for client.

Trevor Phillips


5/29/2020 1.0 Call appraiser references to help with their evaluations.Alden Katagihara

5/29/2020 0.2 Correspondence with S. McGowan (BSA) re real estate matters.Brian Whittman

5/29/2020 0.2 Review management contract and correspondence with S. McGowan (BSA) re same.

Brian Whittman

5/29/2020 0.5 Call with R. Mosby regarding organizational realignment and cost reduction efforts.

Erin Covington

5/29/2020 0.3 Correspondence with Sidley and A&M regarding local council financial files.

Julio Cifuentes




Robert Edgecombe

5/29/2020 0.3 Work with Debtor re: account receivable reporting.Ryan Walsh

5/29/2020 0.5 Summarize appraiser interviews to develop recommendations for client.

Trevor Phillips



Subtotal 148.6

Page 19 of 32





Exhibit D

Info Req


5/1/2020 0.1 Correspondence with S. McGowan (BSA) re information requests.Brian Whittman

5/1/2020 0.1 Correspondence with M. Andolina (Sidley) re UCC requests.Brian Whittman

5/1/2020 0.5 Telephonic presentation to AdHoc Committee of Local Councils re financial update.

Brian Whittman

5/1/2020 0.4 Call with Alix (K. McGlynn, others) and A&M (C. Binggeli and R. Walsh) re weekly operations update (.3); follow-up call with C. Binggeli (A&M) re same (.1).

Brian Whittman

5/1/2020 0.2 Call with PSZJ, BRG, Sidley, and A&M (C. Binggeli) re system access requests.

Brian Whittman

5/1/2020 1.2 Begin draft proposal to TCC re: access to PeopleSoft financial system.

Carl Binggeli

5/1/2020 1.5 Additional review of monthly reporting required per various final orders; upload the same to data site.

Carl Binggeli

5/1/2020 0.2 Call with PSZJ, BRG, Sidley, and A&M (B. Whittman) re system access requests.

Carl Binggeli

5/1/2020 0.5 Call with A&M re: AlixPartners' diligence requests.Carl Binggeli

5/1/2020 0.5 Weekly teleconference with BRG re: diligence requests, operations, case status.

Carl Binggeli

5/1/2020 0.5 Weekly teleconference with Alix Partners re: cash flow, operations, case status.

Carl Binggeli

5/1/2020 1.9 Begin build out of preliminary 2021 cash flow forecast re: AlixPartners' request.

Ryan Walsh

5/1/2020 0.3 Call with AlixPartners re: cash flow actuals.Ryan Walsh

5/1/2020 0.5 Call with A&M re: AlixPartners' diligence requests.Ryan Walsh

5/5/2020 1.1 Respond to and provide various diligence requests from Committees.

Carl Binggeli

5/6/2020 0.5 Participate in portion of diligence call with Alix (R. Colura, others) and A&M (C. Binggeli, R. Walsh).

Brian Whittman

5/6/2020 0.9 Call with AlixPartners re: restricted donations, intercompany due diligence.

Carl Binggeli

5/6/2020 0.6 Call with A&M re: intercompany support for AlixPartners' due diligence request.

Carl Binggeli

5/6/2020 1.3 Prepare draft proposal for agreement between Debtor and TCC re: access to PeopleSoft system.

Carl Binggeli

5/6/2020 0.6 Call with A&M re: intercompany support for AlixPartners' due diligence request.

Ryan Walsh

5/6/2020 0.9 Call with AlixPartners re: restricted donations, intercompany due diligence.

Ryan Walsh

Page 20 of 32





Exhibit D

Info Req


5/7/2020 0.1 Correspondence with M. Babcock (BRG) re diligence questions on insurance.

Brian Whittman


Carl Binggeli

5/7/2020 0.6 Review of updated due diligence requests received from AlixPartners on 5/7/20 to determine current status on satisfying requests, understand next steps required for completion.

Ryan Walsh


Carl Binggeli


Carl Binggeli


Carl Binggeli

5/8/2020 0.3 Call with PJT Partners re: cash flow forecast, high adventure bases, JPM interest.

Ryan Walsh

5/8/2020 1.3 Review of historical letter of credit agreements re: BRG due diligence request; creation of summary schedule re: same.

Ryan Walsh

5/8/2020 0.4 Weekly call with AlixPartners on cash flow actuals, high adventure base assumptions, due diligence requests.

Ryan Walsh

5/11/2020 0.4 Review bar date objection from TCC.Brian Whittman

5/11/2020 0.7 Continue negotiations re: TCC access to accounting system.Carl Binggeli

5/12/2020 0.6 Review TCC response to accounting information proposal (.3) and correspondence with Sidley (M. Andolina, K. Basaria) and A&M (C. Binggeli) re same (.3).

Brian Whittman


5/12/2020 0.6 Review of updated due diligence requests received from AlixPartners on 5/7/20.

Ryan Walsh

5/13/2020 0.2 Correspondence with M. Andolina (Sidley) re TCC records request.

Brian Whittman

5/13/2020 1.3 Telephonic working session with A&M team re: diligence requests from Committees.

Carl Binggeli


5/13/2020 1.3 Call with A&M re: AlixPartners' due diligence requests for data availability, next steps.

Ryan Walsh

5/13/2020 0.3 Call with A&M re: BRG's diligence request for letters of credit.Ryan Walsh

5/14/2020 0.1 Correspondence with K. Basaria (Sidley) re TCC information request.

Brian Whittman


Page 21 of 32





Exhibit D

Info Req



Carl Binggeli

5/14/2020 0.4 Call with A&M re: letters of credit, AlixPartners request, cash flow forecast.

Carl Binggeli

5/14/2020 0.7 Updates to letters of credit support schedule for BRG, including communication with Debtor.

Ryan Walsh

5/14/2020 0.4 Call with A&M re: letters of credit, AlixPartners request, cash flow forecast.

Ryan Walsh

5/14/2020 0.2 Call with Debtor re: letters of credit diligence request for BRG.Ryan Walsh

5/14/2020 0.3 Review of data room materials per BRG / Kramer Levin requests.Ryan Walsh

5/15/2020 0.2 Correspondence with M. Andolina (Sidley) re TCC request on membership information.

Brian Whittman

5/15/2020 0.1 Correspondence with R. Walsh (A&M) re update on discussion with Alix.

Brian Whittman

5/15/2020 0.5 Call with PJT re questions on updated cash flow budget.Brian Whittman

5/15/2020 0.1 Review monthly cash exhibit for committee request.Brian Whittman


Carl Binggeli

5/15/2020 1.2 Call with A&M re: due diligence requests received from AlixPartners on 5/7/20; discussions on data availability, next steps.

Carl Binggeli

5/15/2020 0.5 Call with PJT Partners re: revised cash flow budget, interest calculations.

Carl Binggeli


Carl Binggeli

5/15/2020 0.5 Call with PJT Partners re: revised cash flow budget, interest calculations.

Ryan Walsh

5/15/2020 0.4 Weekly call with AlixPartners re: cash flow actuals, 2021 cash flow forecast.

Ryan Walsh

5/15/2020 1.2 Call with A&M re: due diligence requests received from AlixPartners on 5/7/20; discussions on data availability, next steps.

Ryan Walsh

5/15/2020 0.7 Updates to letter of credit diligence request from BRG, including communication with Debtor re: historical draws; review of credit agreement.

Ryan Walsh

5/15/2020 1.4 Continued review of due diligence requests received from AlixPartners on 5/7/20.

Ryan Walsh

5/16/2020 0.2 Correspondence with K. Basaria (Sidley) re additional TCC information request.

Brian Whittman

5/16/2020 0.4 Various communications with counsel re: answers to insurance questions from TCC.

Carl Binggeli

Page 22 of 32





Exhibit D

Info Req


5/16/2020 0.6 Various communications with counsel re: TCC access to Debtor accounting system.

Carl Binggeli

5/17/2020 1.0 Respond to various diligence requests from committees.Carl Binggeli

5/18/2020 0.5 Status update with PJT re: real estate appraisal process.Carl Binggeli

5/18/2020 1.2 Continue respond to various diligence requests from committees.Carl Binggeli

5/19/2020 0.2 Review response to UCC information request.Brian Whittman


5/19/2020 1.4 Review / refinement of preliminary 2021 cash flow forecast re: AlixPartners data request.

Ryan Walsh



5/21/2020 0.8 Work with Debtor Accounting staff to obtain various bank statements, including next steps re: the same.

Carl Binggeli


Carl Binggeli



Carl Binggeli

5/26/2020 0.2 Call with D. MacGreevey (Alix) re UCC questions on local councils.

Brian Whittman

5/26/2020 0.3 Review materials for local council ad hoc group discussion.Brian Whittman


5/27/2020 0.2 Correspondence with J. Boelter (Sidley) re pension meeting.Brian Whittman

5/27/2020 1.0 Call with Ad Hoc Local Council Committee, Sidley, Steptoe re pension issues.

Brian Whittman

5/27/2020 0.6 Teleconference with Debtor IT and Accounting staff re: documents stored within PeopleSoft in response to request from TCC.

Carl Binggeli

5/27/2020 1.0 Teleconference with A&M to review UCC data request list, including next steps.

Carl Binggeli

5/27/2020 0.5 Call with A&M re: AlixPartners' due diligence requests.Ryan Walsh


Carl Binggeli

5/29/2020 0.9 Review of AlixPartners' due diligence request list.Carl Binggeli

Page 23 of 32





Exhibit D

Info Req


5/29/2020 0.8 Review / analysis of historical high adventure base attendance, P&L per BRG request.

Carl Binggeli


Carl Binggeli

5/29/2020 1.9 Call with A&M re: AlixPartners's due diligence request; discussion on data availability, next steps.

Ryan Walsh

5/29/2020 1.5 Review of AlixPartners' due diligence request list.Ryan Walsh

5/29/2020 1.2 Review / analysis of historical high adventure base attendance, P&L per BRG request.

Ryan Walsh

5/29/2020 0.2 Weekly call with AlixPartners re: cash flow actuals.Ryan Walsh

Subtotal 64.7

Litigation


5/7/2020 0.1 Correspondence with K. Basaria (Sidley) re claims information.Brian Whittman

5/11/2020 0.7 Call with Sidley (K. Basaria, M. Linder) and H&B (A. Azur) to discuss materials for production.

Brian Whittman

5/17/2020 0.1 Correspondence with K. Basaria (Sidley) re reports in data room.Brian Whittman

5/17/2020 0.1 Follow-up correspondence with A. Azer (H&B) re settlement information.

Brian Whittman

5/17/2020 0.5 Call with BSA (S. McGowan, M. Ashline), Sidley (M. Andolina, K. Basaria) and H&B (A. Azur, E. Martin) re information requests re prior settlement information.

Brian Whittman

5/17/2020 0.5 Call with Sidley (K. Basaria) and H&B (A. Azur, E. Martin) and A&M (C. Binggeli) re prior settlement information.

Brian Whittman

5/20/2020 0.2 Correspondence with S. McGowan (BSA) re local council financial information.

Brian Whittman

5/21/2020 0.1 Correspondence with K. Basaria (Sidley) re settlement analysis.Brian Whittman

5/26/2020 0.4 Call with J. Boelter (Sidley) re local council financials.Brian Whittman

5/30/2020 0.2 Correspondence with R. Walsh (A&M) re treatment of certain local council information.

Brian Whittman

5/31/2020 0.3 Correspondence with M. Linder (Sidley) and C. Binggeli (A&M) re financial information and protective order.

Brian Whittman

Page 24 of 32





Exhibit D

Litigation


Subtotal 3.2

MOR


5/26/2020 1.7 Initial review of March 2020 preliminary monthly operating report; updates to schedule of cash receipts and disbursements.

Ryan Walsh

5/27/2020 0.4 Call with A&M re: April 2020 monthly operating report.Carl Binggeli

5/27/2020 0.3 Initial review of and updates to April MOR.Carl Binggeli

5/27/2020 1.8 Continued review of March 2020 preliminary monthly operating report; review of April 2020 trial balance re: same.

Ryan Walsh

5/27/2020 0.4 Call with A&M re: April 2020 monthly operating report.Ryan Walsh

5/28/2020 0.4 Review draft April MOR.Brian Whittman

5/28/2020 0.9 Teleconference with Debtor to walk through April MOR support files.

Carl Binggeli

5/28/2020 1.2 Additional review of and updates to April MOR.Carl Binggeli

5/28/2020 2.1 Review, updates to MOR; detailed review of accounts receivable details re: rollforward.

Ryan Walsh

5/28/2020 0.9 Continued review of trial balance re: April MOR review.Ryan Walsh

5/28/2020 0.3 Call with Debtor re: accounts receivable reconciliation for the April MOR.

Ryan Walsh

5/28/2020 0.6 Calls with A&M re: MOR review.Ryan Walsh

5/29/2020 0.3 Final review of and updates to April MOR for filing.Carl Binggeli

Subtotal 11.3

Motions/Orders


5/1/2020 0.6 Review of scholarship, grant payments prior to distribution, including correspondence with A&M re: same.

Ryan Walsh

5/7/2020 0.3 Review of prepetition payments re: Vendor Order reporting.Ryan Walsh

5/7/2020 0.4 Review of alternative money market funds for RBT re: required investment certifications; discussion with Debtor about investment / cash options.

Ryan Walsh

Page 25 of 32





Exhibit D

Motions/Orders


5/8/2020 0.4 Review of money market certificates, alternative investment funds.Ryan Walsh

5/11/2020 0.7 Various follow-up tasks re: money market funds options, including correspondence with Debtor Counsel, Debtor.

Carl Binggeli

5/11/2020 0.7 Review of money market funds options, including correspondence with Debtor Counsel, Debtor.

Ryan Walsh

5/12/2020 0.5 Review of money market funds prospectuses re: certifications; assist Debtor in communication strategy with banks.

Ryan Walsh

5/14/2020 0.3 Review of investment, money market accounts, including communication with counsel, Debtor.

Ryan Walsh

5/14/2020 1.0 Updates to variance analysis re: cash collateral order court reporting requirements; review of final cash collateral order.

Ryan Walsh

5/15/2020 1.1 Continued work with Debtor counsel re: investment accounts and UST compliance.

Carl Binggeli

5/15/2020 0.6 Review of prepetition payment tracking by order, payment type.Ryan Walsh

5/18/2020 0.3 Review of investment, money market accounts, including communication with counsel, Debtor.

Ryan Walsh

5/19/2020 0.4 Respond to questions in re: bar date order.Erin McKeighan

5/19/2020 0.4 Review of proposed money market certificates; communication with Sidley, Debtor re: same.

Ryan Walsh

5/20/2020 1.2 Work to respond to inquiry from Omni related to the bar date notice.

Emily Raab

5/20/2020 0.3 Teleconference with E. McKeighan (A&M) in re: bar date order.Emily Raab

5/20/2020 0.3 Teleconference with E. Raab (A&M) in re: bar date order.Erin McKeighan

5/20/2020 0.3 Teleconference with B. Warner (Sidley) in re: bar date order.Erin McKeighan

5/20/2020 1.2 Respond to questions from Omni team in re: bar date order.Erin McKeighan

5/20/2020 0.7 Work with Debtor, Sidley re: money market certifications.Ryan Walsh

5/20/2020 0.7 Call with A&M re: prepetition payment tracking, State Street investment holdings.

Ryan Walsh

5/20/2020 1.3 Review of detailed receipts / disbursements by local council for monthly Shared Services Order reporting.

Ryan Walsh

5/20/2020 1.4 Review weekly prepetition payments as of 5/15/20 per Vendor Order weekly reporting requirements; review other prepetition payments made on a post-petition basis for payment tracking by order / bucket.

Ryan Walsh

5/21/2020 0.5 Call with A&M re: money market certifications, monthly shared services reporting requirements, professional fees.

Carl Binggeli

Page 26 of 32





Exhibit D

Motions/Orders


5/21/2020 0.9 Call with A&M re: Shared Service Order reporting, money market certifications / investment compliance, next steps.

Carl Binggeli

5/21/2020 1.6 Final review of / edits to Shared Service reporting package for posting to data site.

Carl Binggeli

5/21/2020 0.9 Respond to questions from Omni team in re: bar date order.Erin McKeighan

5/21/2020 0.5 Call with A&M re: money market certifications, monthly shared services reporting requirements, professional fees.

Ryan Walsh

5/21/2020 1.2 Work with Debtor, Sidley, State Street re: money market certifications / compliant investment accounts; call with Debtor re: next steps.

Ryan Walsh

5/21/2020 1.2 Review / analysis of April 2020 intercompany activity re: Shared Services Order reporting.

Ryan Walsh

5/21/2020 0.9 Call with A&M re: Shared Service Order reporting, money market certifications / investment compliance, next steps.

Ryan Walsh

5/21/2020 1.4 Review of prepetition payments re: tracking for Orders; investigation of certain disbursements re: shared service, public programs classifications.

Ryan Walsh

5/22/2020 0.8 Continue working with Debtor re: investment account compliance.Carl Binggeli

5/22/2020 0.3 MOIs for bar date notice.Erin McKeighan

5/22/2020 0.4 Work with Debtor re: money market certifications, next steps.Ryan Walsh

5/22/2020 0.5 Review of prepetition tax invoices re: Debtor inquiry.Ryan Walsh

5/26/2020 0.7 Continued work with Debtor counsel re: investment accounts and UST compliance.

Carl Binggeli

5/26/2020 1.4 Prepare monthly prepetition wage reporting requirements.Julio Cifuentes

5/27/2020 1.1 Review prior month prepetition severance and PTO payments.Julio Cifuentes

5/27/2020 0.7 Review weekly prepetition payments as of 5/22/20 per Vendor Order weekly reporting requirements, including associated commentary.

Ryan Walsh

5/27/2020 0.3 Work with Debtor re: money market certifications.Ryan Walsh

5/28/2020 1.9 Review prepetition payments made on a post-petition basis for payment tracking by Order; assemble package for monthly Wages Order reporting requirement.

Ryan Walsh

5/29/2020 2.0 Call with A&M to review UCC investigation request list to formulate responses.

Carl Binggeli

5/29/2020 0.5 Call with A&M re: review of Wages Order reporting.Ryan Walsh

Page 27 of 32





Exhibit D

Motions/Orders


Subtotal 34.8

Status Meeting


5/5/2020 0.8 Weekly cash flow forecast, A/R meeting with Debtor; detailed discussion on cash flow actuals for 5/1/20, YTD collections/disbursements vs. budget, high adventure base assumptions, scout shops, outstanding A/R by local council.

Ryan Walsh

5/6/2020 0.5 Call with R. Mosby (BSA) re weekly business update.Brian Whittman

5/7/2020 0.4 Call with C. Binggeli (A&M) to coordinate open items.Brian Whittman

5/7/2020 0.5 Teleconference with A&M team re: case/project updates, including open items and next steps.

Carl Binggeli

5/7/2020 0.3 Teleconference with A&M to discuss census status post RIF.Julio Cifuentes

5/8/2020 0.5 Teleconference with UCC advisor to discuss case status.Julio Cifuentes

5/12/2020 0.2 Call with J. Boelter (Sidley) re case strategy.Brian Whittman

5/12/2020 0.3 Call with BSA (S. McGowan) and Sidley (J. Boelter, M. Andolina) re organizational issues.

Brian Whittman

5/12/2020 0.3 Correspondence with Sidley regarding dataroom documentation review.

Julio Cifuentes

5/12/2020 0.5 Teleconference with UCC advisor to discuss case status.Julio Cifuentes

5/12/2020 0.8 Weekly cash flow forecast, A/R meeting with Debtor; detailed discussion on cash flow actuals for 5/8/20, YTD collections/disbursements, 13-week cash forecast period, A/R billings / aging; discussion on high adventure base, payroll assumptions.

Ryan Walsh

5/15/2020 0.2 Correspondence with M. Ashline (BSA) re board presentation.Brian Whittman

5/15/2020 1.0 Call with BSA (S. McGowan) and Sidley (J. Boelter, M. Andolina) re board presentation prep.

Brian Whittman

5/17/2020 0.2 Correspondence with R. Walsh (A&M) re liquidity information for board meeting and review draft re same.

Brian Whittman

5/17/2020 0.4 Review draft board presentation (.3); correspondence with J. Boelter (Sidley) re same (.1).

Brian Whittman

5/18/2020 0.5 Finalize material for board meeting (.4); correspondence with M. Ashline (BSA) re same (.1).

Brian Whittman

5/18/2020 1.4 Attend board meeting re status of bankruptcy.Brian Whittman

Page 28 of 32





Exhibit D

Status Meeting


5/19/2020 0.6 Weekly cash flow forecast, A/R meeting with Debtor; detailed discussion on cash flow actuals for 5/15/20, trade AP disbursements, A/R billings / aging.

Ryan Walsh

5/26/2020 0.9 Weekly cash flow forecast, A/R meeting with Debtor; detailed discussion on cash flow actuals for 5/22/20, trade AP disbursements, A/R billings / aging.

Ryan Walsh

5/27/2020 0.5 Weekly call with R. Mosby (BSA) re operations update.Brian Whittman

5/27/2020 0.5 Call with C. Binggeli and R. Walsh (A&M) to review progress on key deliverables.

Brian Whittman


Carl Binggeli

5/28/2020 0.5 Call with C. Binggeli and R. Walsh (A&M) to discuss next steps on key analysis.

Brian Whittman

5/28/2020 0.5 Call with BSA (M. Ashline, S. McGowan), Sidley (J. Boelter), and A&M re business developments.

Brian Whittman


Carl Binggeli

Subtotal 13.3

Vendor Management


5/1/2020 0.1 Review prepetition vendor payment request.Brian Whittman

5/1/2020 1.1 Various communications with Sea Base staff re: various vendor related items.

Carl Binggeli

5/1/2020 1.9 Assist Debtor with analyzing and responding to various vendor requests.

Carl Binggeli

5/1/2020 1.5 Prepare draft of prepetition payments relating to gifts and donations.

Julio Cifuentes

5/1/2020 0.6 Teleconference with A&M to review prepetition payment reporting documents.

Julio Cifuentes

5/3/2020 1.3 Update latest prepetition open liabilities and payments file.Julio Cifuentes


Carl Binggeli

5/4/2020 0.5 Teleconference with A&M to discuss prepetition payment activity of prior week.

Julio Cifuentes

5/4/2020 0.6 Reconcile latest AR aging reports by customer and category.Julio Cifuentes

Page 29 of 32





Exhibit D

Vendor Management


5/4/2020 0.5 Revise latest prepetition open liabilities and payments file.Julio Cifuentes


Carl Binggeli

5/5/2020 0.8 Teleconference with A&M and debtor to review prior week disbursement activity.

Julio Cifuentes

5/5/2020 1.0 Create weekly payment proposal report to discuss with debtor.Julio Cifuentes

5/6/2020 0.5 Assist Debtor re: certain vendor inquiries.Ryan Walsh

5/7/2020 0.7 Call with Sea Base staff re: various vendor issues.Carl Binggeli

5/7/2020 0.3 Assist Debtor re: vendor questions; review of certain invoices re: same.

Ryan Walsh

5/8/2020 0.3 Teleconference with A&M to discuss prepetition payment activity.Julio Cifuentes

5/10/2020 1.2 Update local council AP vs. AP netting report.Julio Cifuentes

5/10/2020 0.5 Analyze local council aging report and delinquency status.Julio Cifuentes

5/10/2020 1.1 Update prepetition open liabilities and prepetition payments file.Julio Cifuentes

5/10/2020 0.4 Teleconference with A&M to review open liabilities and local council AP/AR status.

Julio Cifuentes

5/11/2020 0.1 Correspondence with C. Binggeli (A&M) re vendor forecast.Brian Whittman

5/11/2020 0.6 Follow-up call with Sea Base staff re: various vendor issues.Carl Binggeli


Carl Binggeli

5/12/2020 0.2 Correspondence with M. Ashline (BSA) re vendor question.Brian Whittman


Carl Binggeli

5/12/2020 0.6 Teleconference with A&M and debtor to discuss prior week cash disbursement activity.

Julio Cifuentes

5/12/2020 1.3 Assist client re: certain vendor inquiries; analysis of historical spend, POs of certain vendors.

Ryan Walsh

5/13/2020 1.8 Assist Sea Base accounting staff with analyzing and responding to various vendor requests.

Carl Binggeli

5/13/2020 2.1 Assist Philmont accounting staff with analyzing and responding to various vendor requests.

Carl Binggeli

5/13/2020 0.7 Assist Summit accounting staff with analyzing and responding to various vendor requests.

Carl Binggeli


Carl Binggeli

Page 30 of 32





Exhibit D

Vendor Management


5/14/2020 0.3 Assist client re: certain vendor inquiries.Ryan Walsh


Carl Binggeli

5/15/2020 0.2 Update prepetition vendor payments summary.Julio Cifuentes

5/16/2020 1.5 Work with Northern Tier staff re: various vendor requests.Carl Binggeli



5/18/2020 0.8 Work with Debtor AP team to solve various tax and OCP vendor questions.

Carl Binggeli

5/18/2020 1.8 Work with Accounting staff from High Adventure Facilities to handle various vendor management items.

Carl Binggeli


5/18/2020 0.3 Correspondence with debtor to review prepetition open invoices.Julio Cifuentes

5/18/2020 0.4 Teleconference with A&M to review open liabilities and local council AP/AR status.

Julio Cifuentes


Carl Binggeli

5/19/2020 0.4 Teleconference with A&M and debtor to review prior week's cash disbursement activity.

Julio Cifuentes

5/20/2020 0.5 Work with Debtor Accounting staff on AWV related vendor, including next steps re: the same.

Carl Binggeli


Carl Binggeli

5/20/2020 0.2 Teleconference with A&M to prepetition invoices and vendor payments.

Julio Cifuentes

5/20/2020 0.6 Respond to vendor inquires; review of certain invoices / payments.Ryan Walsh

5/21/2020 1.1 Work with Debtor staff re: various Sea Base vendors including various communications re: the same.

Carl Binggeli

5/22/2020 0.7 Assist Debtor re: vendor inquiries, including review of invoices.Ryan Walsh



Carl Binggeli


5/26/2020 1.0 Teleconference with A&M and debtor to discuss prior week cash disbursement activity.

Julio Cifuentes

Page 31 of 32





Exhibit D

Vendor Management


5/26/2020 0.6 Respond to vendor inquires with Debtor; review of invoices re: same.

Ryan Walsh

5/27/2020 1.3 Assist Debtor Supply staff with analyzing and responding to various vendor requests.

Carl Binggeli

5/27/2020 0.7 Assist Debtor with vendor inquires, including review of invoices.Ryan Walsh


Carl Binggeli

5/28/2020 1.1 Teleconference with Philmont Accounting staff re: certain vendors, including next steps to handle pre-petition amounts outstanding.

Carl Binggeli

5/29/2020 0.4 Various communications with Debtor re: urgent vendor payments needed.

Carl Binggeli

Subtotal 60.7

541.5Grand Total

Page 32 of 32


Exhibit E

Summary of Expense Detail by Category



Summary of Expense Detail by Category


Exhibit E

Expense Category Sum of Expenses

Miscellaneous $200.38

$200.38Total

Page 1 of 1


Exhibit F

Expense Detail by Category Professional



Expense Detail by Category


Exhibit F

Miscellaneous

Date Expense Expense DescriptionProfessional/Service

5/31/2020 $200.38 CMS Monthly Data Storage Fee.Erin McKeighan

Expense Category Total $200.38

Grand Total $200.38

Page 1 of 1


for the district of delaware chapter 11 boy scouts of ... · 11.3 $7,727.50 motions/orders complete...

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