in the united states bankruptcy court for the … · 2020-03-20 · in the united states bankruptcy...

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re

LUCKY’S MARKET PARENT

COMPANY, LLC, et al.,1

Debtors.

:

:

:

:

:

:

Chapter 11

Case No. 20-10166 (JTD)

(Jointly Administered)

Obj. Deadline: April 10, 2020 at 4:00 p.m. (ET)

Hearing Date: Only if necessary

SUMMARY OF FIRST MONTHLY FEE APPLICATION OF NORTON ROSE

FULBRIGHT US LLP FOR COMPENSATION FOR SERVICES RENDERED

AND REIMBURSEMENT OF EXPENSES AS SPECIAL LITIGATION COUNSEL

FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

FOR THE PERIOD FEBRUARY 4, 2020 THROUGH FEBRUARY 29, 2020

Name of Applicant: Norton Rose Fulbright US LLP

Authorized to Provide Professional Services to: The Official Committee of Unsecured

Creditors

Date of Retention: March 11, 2020, Nunc Pro Tunc to February 4,

2020

Period for which Compensation and

Reimbursement is Sought:

February 4, 2020 to February 29, 2020

Total Compensation for Services Rendered

This Period

$168,421.05

Amount of Fees Sought as Actual, Reasonable

and Necessary:

$168,350.00

Amount of Expense Reimbursement Sought as

Actual, Reasonable and Necessary:

$71.05

Total Interim Compensation Sought for

Services Rendered This Period:

$134,751.05

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC

(5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP

(0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607),

Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789),

Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s

Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC

(4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market

of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC

(2033), Lucky’s Market of Naples, FL, LLC (8700), and Sinoc, Inc. (0723).

Case 20-10166-JTD Doc 468 Filed 03/20/20 of 17

2

Interim Fees Requested to Be Paid in This

Statement (80%):

$134,680.00

Interim Expense Reimbursement Requested to

Be Paid in This Statement (100%):

$71.05

This is a(n): X Monthly Interim Final Fee Application

This is NRF’s first monthly application.


SUMMARY OF PROFESSIONAL SERVICES RENDERED BY

NORTON ROSE FULBRIGHT US LLP AS SPECIAL LITIGATION COUNSEL



PROFESSIONAL TITLE DEPARTMENT

YEAR

OF BAR

ADMISSION

RATE

TOTAL

HOURS

BILLED

TOTAL

COMPENSATION

SOUGHT

Thomas

McCormack Partner

Commercial

Litigation 1983 $1,055 36.00 $37,980.00

David Rosenzweig Partner Financial

Restructuring 1988 $1,055 17.20 $18,146.00

Robin Ball Partner Commercial

Litigation 1986 $940 31.10 $29,234.00

Francisco Vazquez Senior

Counsel

Financial

Restructuring 1996 $860 28.10 $24,166.00

James Copeland Senior

Associate

Financial

Restructuring 2012 $855 1.70 $1,453.50

Victoria Corder Senior

Associate

Commercial

Litigation 2011 $855 67.10 $57,370.50

TOTALS 181.20 $168,350.00


2

SUMMARY OF SERVICES BY TASK CODE FOR PROFESSIONAL SERVICES

RENDERED BY NORTON ROSE FULBRIGHT US LLP AS SPECIAL LITIGATION

COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS


TASK

CODE TASK DESCRIPTION HOURS AMOUNT

B100 Case Administration (Bankruptcy) 0.20 $191.00

B150 Meetings/Communications with creditors and Creditors’

Committee 14.50 $13,299.00

B160 Fee/Employment Applications 20.80 $19,812.50

B190 Other Contested Matters 6.50 $5,980.00

B230 Financing/Cash Collections/Cash Collateral 4.60 $4,385.00

L100 Case Assessment/Development/Administration (Litigation) 55.60 $53,253.50

L300 Discovery 79.00 $71,429.00

Total 181.20 $168,350.00


3

SUMMARY OF EXPENSES INCURRED BY NORTON ROSE

FULBRIGHT US LLP AS SPECIAL LITIGATION COUNSEL FOR

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR

THE PERIOD FEBRUARY 4, 2020 THROUGH FEBRUARY 29, 2020

EXPENSE CATEGORY TOTAL EXPENSES

Meals $27.05

Transportation 44.00

Total Expenses Requested: 71.05


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re

LUCKY’S MARKET PARENT

COMPANY, LLC, et al.,1

Debtors.

:

:

:

:

:

:

Chapter 11

Case No. 20-10166 (JTD)


Obj. Deadline: April 10, 2020 at 4:00 p.m. (ET)

Hearing Date: Only if necessary

FIRST MONTHLY FEE APPLICATION OF NORTON ROSE

FULBRIGHT US LLP FOR COMPENSATION FOR SERVICES RENDERED

AND REIMBURSEMENT OF EXPENSES AS SPECIAL LITIGATION COUNSEL



Norton Rose Fulbright US LLP (“NRF”), as special litigation counsel for the Official

Committee of Unsecured Creditors (the “Committee”), submits its First Monthly Fee Application

(the “Application”), pursuant to sections 330(a) and 331 of title 11 of the United States Code (the

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

Rules”), Rules 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”), the United States

Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of

Expenses Filed Under 11 U.S.C. § 330 issued by the Executive Office for United States Trustees

(the “UST Guidelines”), and this Court’s Order Establishing Procedures for Interim

Compensation and Reimbursement of Expenses of Professionals, entered February 25, 2020

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC

(5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP

(0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607),

Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789),

Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s

Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC

(4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market

of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC

(2033), Lucky’s Market of Naples, FL, LLC (8700), and Sinoc, Inc. (0723).


2

[Docket No. 259] (the “Interim Compensation Order”),2 for the allowance of (i) interim

compensation for professional services performed by NRF for the period February 4, 2020

through and including February 29, 2020 (the “Application Period”) in the amount of

$168,350.00 and (ii) reimbursement of its actual and necessary expenses in the amount of $71.05

incurred during the Application Period. In support of the Application, NRF respectfully

represents:

JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. §§ 157

and 1334 and the Amended Standing Order of Reference from the United States District Court

for the District of Delaware, dated February 29, 2012. This is a core proceeding pursuant to 28

U.S.C. § 157(b)(2).

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

3. The statutory basis for the relief requested herein are sections 330(a) and 331 of

the Bankruptcy Code, Rule 2016 of the Bankruptcy Rules, and Local Rule 2016-2.

BACKGROUND

4. On January 27, 2020, the Debtors commenced the Chapter 11 Cases by filing

voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with this Court. The

Debtors remain in possession of their property and continue to operate their business as debtors-

in-possession in accordance with sections 1107 and 1108 of the Bankruptcy Code.

5. On February 4, 2020, the Office of the United States Trustee organized the

Committee and appointed the following creditors as its members: (i) United Natural Foods, Inc.,

(ii) Harvest Meat Company, Inc., and (iii) Benderson Development Company, LLC. See Notice

2 Capitalized terms used herein but not capitalized shall have the meaning(s) ascribed to them in the Interim

Compensation Order.


3

of Appointment of Committee of Unsecured Creditors [Docket No. 94]. The Committee has

selected Hahn & Hessen LLP (“H&H”) to serve as lead bankruptcy counsel, Womble Bond

Dickinson LLP (“Womble”) to serve as Delaware counsel, and NRF to serve as special litigation

counsel.

6. On February 25, 2020, the Court signed the Interim Compensation Order,

authorizing certain professionals (“Professionals”) to submit monthly applications for interim

compensation and reimbursement for expenses, pursuant to the procedures specified therein.

The Interim Compensation Order provides, among other things, that a Professional may submit

monthly fee applications. If no objections are made within twenty-one (21) days after service of

the monthly fee application the applicable Debtors are authorized to pay the Professional eighty

percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses.

7. On February 21, 2020, NRF applied to the Court for an order authorizing the

Committee to retain NRF as special litigation counsel, nunc pro tunc to February 4, 2020

[Docket No. 235] (the “Retention Application”).

8. On March 11, 2020, the Court entered an Order approving the Retention

Application as special litigation counsel for the Committee, nunc pro tunc to February 4, 2020

[Docket No. 398] (the “Retention Order”). The Retention Order authorized NRF to be

compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket

expenses.

SUMMARY OF APPLICATION PERIOD

9. During the Application Period, NRF performed the services for the Committee for

which it is seeking compensation. NRF received no payment and no promises of payment from

any source, for services rendered, or to be rendered, in any capacity whatsoever in connection

with the matters covered by this Application. There is no agreement or understanding between


4

NRF and any other person, other than members of the firm, for the sharing of compensation

received for services rendered in these cases.

10. NRF maintains computerized records of the time spent by all NRF attorneys and

paraprofessionals in connection with its representation of the Committee. Subject to redaction

where necessary to preserve attorney-client privilege, relevant copies of the computerized

records showing detailed time entries relating to the fees incurred by NRF in the amount of

$168,350.00 during the Application Period are attached as Exhibit A.

11. NRF also expended costs on behalf of the Committee in the sum of $71.05. A full

detailed accounting of the costs expended by NRF is attached as Exhibit B.

12. NRF seeks monthly allowance and payment, pursuant to Bankruptcy Code

sections 330(a) and 331, of all fees and expenses incurred from February 4, 2020 through and

including February 29, 2020. The firm’s total fees sought for the Application Period are

$168,350.00, and its total expenses are $71.05.

13. Pursuant to the Interim Compensation Order, 80% of the firm’s fees, or

$134,680.00 is payable to NRF, together with 100% of the firm’s expenses, absent an objection

to the Application.

A. Summary of Services Rendered by NRF during the Application Period

14. This Application is the first monthly fee application for interim compensation that

NRF has filed with the Court in these cases. During the Application Period, NRF provided

meaningful professional services to the Committee in its efforts to maximize value to the estate’s

stakeholders.

15. The Committee retained NRF as special counsel to investigate, analyze, and

pursue all claims and causes of action the Debtors or their estates may have arising from, related

to, or in connection with any transactions between The Kroger Company (“Kroger”) and the


5

Debtors. During the Application Period, NRF has been focused on understanding the nature of

the transactions between Kroger and the Debtors, including Kroger’s acquisition of equity

interests in the Debtors and their affiliates, Kroger’s purported loans to the Debtors, Kroger’s

guarantees of any of the Debtors’ liabilities, and Kroger’s role in the Debtors’ financial affairs

and operations, and the possible financial implications thereof on the Debtors’ estate. In that

regard, NRF obtained certain documents from Kroger and the Debtors without this Court’s

intervention, and is working with the Committee’s financial advisors to analyze any potential

claims.3 In addition, NRF has been working with co-counsel to ensure that they coordinate on

matters where necessary, and to avoid a duplication of efforts.

16. Additional services rendered to the Committee by NRF during the Application

Period are described in the itemized time records for professionals and paraprofessionals

attached hereto as Exhibit A.

17. During the Application Period, NRF billed the estate for time expended by

attorneys and paraprofessionals based on hourly rates ranging from $855 to $1,055 per hour.

The professional services performed by NRF on behalf of the Committee during the Application

Period required an aggregate expenditure of 181.20 recorded hours by NRF’s partners, counsel,

associates, and paraprofessionals. NRF’s blended hourly rate for services provided during the

Application Period was $929.00.

18. The fees charged by NRF, as set forth in Exhibit A, are billed in accordance with

NRF’s existing billing rates and procedures in effect during the Application Period. The rates

3 As of the date of this Application, Kroger and the Debtors have generally been cooperative with the Committee

and have voluntarily produced certain documents. Nevertheless, the Committee reserves its right to seek this

Court’s intervention, including discovery under Federal Rule of Bankruptcy Procedure 2004, should it become

necessary.


6

that NRF charges for services rendered by its professionals and paraprofessionals in this chapter

11 case were comparable rates for professional and paraprofessional services rendered in

bankruptcy and non-bankruptcy related matters in a competitive national legal market.

19. All entries itemized in NRF’s time records comply with the requirements set forth

in Local Rule 2016-2, including, without limitation, (i) the utilization of project categories, (ii) a

description of each activity or service that each individual performed, and (iii) the number of

hours (in increments of one-tenth of an hour) spent by each individual providing the services.

Each project category in Exhibit A is organized in accordance with NRF’s internal system of project

category or work codes (each a “Task Code”). If a Task Code does not appear, then NRF did

not bill time or expenses for that Task Code during the Application Period, but may bill time for

that Task Code in the future. In accordance with Local Rule 2016-2(d)(viii), task code B195

Non-Working Travel, if any, is billed at 50% of the regular hourly rates. Furthermore, in

accordance with Local Rule 2016-2(d)(x), all activity descriptions in Exhibit A are presented

chronologically within each Task Code category.

20. The professional services performed by NRF were necessary and appropriate to

the administration of these cases. The professional services performed by NRF were in the best

interests of the Committee and other parties in interest. Compensation for the foregoing services

as requested is commensurate with the complexity, importance, and time-sensitive nature of the

problems, issues, or tasks involved. The professional services were performed with

expedition and in an efficient manner.

21. In accordance with the factors enumerated in Bankruptcy Code section 330, the

amount of fees requested is fair and reasonable given: (a) the complexity of the case; (b) the time

expended; (c) the nature and extent of the services rendered; (d) the value of such services;


7

(e) NRF’s established expertise in the bankruptcy field; and (f) the costs of comparable services other

than in a case under the Bankruptcy Code.

B. Actual and Necessary Expenses

22. Pursuant to Local Rule 2016-2(e), attached as Exhibit B are NRF’s itemized

records detailing expenses incurred on behalf of the Committee during the Application Period.

23. All entries detailed in Exhibit B comply with the requirements set forth in

Local Rule 2016-2(e), including an itemization of the expenses by category, the date the expense

was incurred, and the individual incurring the expense, where available.

24. NRF does not charge for outgoing facsimile transmissions. The rates charged by

NRF for Westlaw and Lexis computerized research vary according to the type of research conducted

and the specific files researched, but, in any event, such charges, if any, are billed at cost, as set

forth in Exhibit B. As per the Guidelines, NRF has not requested reimbursement of expenses

related to overhead charges, such as secretarial services and proofreading.

25. NRF has incurred $71.05 in out-of-pocket expenses incurred as reasonable and

necessary costs relating to serving as special litigation counsel for the Committee during the

Application Period. These charges are intended to cover NRF’s direct costs incurred in

representing the Committee, which costs are not incorporated in any respect into NRF’s hourly

billing rates. The effect of including such expenses as part of the hourly billing rates would

impose that cost upon clients who do not require extensive photocopying and other facilities and

services. Only clients who actually use services of the types set forth in Exhibit B are separately

charged for such services. NRF has made every effort to minimize its expenses in these cases. The

actual expenses incurred in providing professional services were necessary, reasonable, and

tailored to serve the needs of the Committee.


8

C. The Requested Compensation Should Be Allowed

26. The professional time expended by the firm, the value of said time in fees, and the

value of the actual expenses incurred by the firm were actual, reasonable, and necessary. In all

respects, the firm’s fees and expenses meet the standards for allowance under Bankruptcy Code

section 330, as well as the standards that govern the review and allowance of bankruptcy

professionals’ fees. See, e.g., In re Busy Beaver Bldg. Ctrs., Inc., 19 F.3d 833 (3d Cir. 1994).

27. Bankruptcy Code section 331 provides for interim compensation of professionals

and incorporates the substantive standards of Bankruptcy Code section 330 to govern the Court’s

award of such compensation. See 11 U.S.C. § 331. Bankruptcy Code section 330 provides that a

court may award a professional employed under Bankruptcy Code section 1103 the “reasonable

compensation for actual, necessary services rendered . . . and reimbursement for actual,

necessary expenses.” 11 U.S.C. § 330(a)(1)(A) (B). Bankruptcy Code section 330 also sets forth

the criteria for the award of such compensation and reimbursement:

In determining the amount of reasonable compensation to be awarded . . . the court

shall consider the nature, the extent, and the value of such services, taking into

account all relevant factors, including –

(A) the time spent on such services;

(B) the rates charged for such services;

(C) whether the services were necessary to the administration of, or beneficial

at the time at which the service was rendered toward the completion of, a case

under this title;

(D) whether the services were performed within a reasonable amount of time

commensurate with the complexity, importance, and nature of the problem, issue,

or task addressed;

(E) with respect to a professional person, whether the person is board certified

or otherwise has demonstrated skill and experience in the bankruptcy field; and


9

(F) whether the compensation is reasonable based on the customary

compensation charged by comparably skilled practitioners in cases other than

cases under this title.

11 U.S.C. § 330(a)(3).

28. The professional services performed by NRF were in the best interests of the

Committee and other parties in interest. Compensation for the foregoing services as requested is

commensurate with the complexity, importance, and time-sensitive nature of the problems,

issues, or tasks involved. The professional services were performed with expedition and in an

efficient manner.

29. NRF’s services at this stage are focused on an initial and expedited review and

analysis of the estate’s potential claims and other strategic matters related to The Kroger

Company and its involvement and relationship with the Debtors. Given the task, this stage is and

was partner and senior lawyer intensive. Whenever possible, however, NRF sought to minimize

the costs of its services to the Committee by assigning tasks as appropriate to non-partner

attorneys whose rates are lower.

30. In sum, the services rendered by NRF were necessary and beneficial to the

Committee and were consistently performed in a timely manner commensurate with the

complexity, importance, and nature of the issues involved. Accordingly, approval of the

compensation for professional services and reimbursement of expenses sought herein is

warranted.


10

RESPONSES TO FEE GUIDELINES QUESTIONNAIRE

Question Response Explanation

Did you agree to any variations from, or

alternatives to, your standard or

customary billing rates, fees or terms for

services pertaining to this engagement

that were provided during the application

period? If so, please explain.

No N/A

If the fees sought in this fee application as

compared to the fees budgeted for this

time period covered by this fee

application are higher by 10% or more,

did you discuss the reasons for the

variation with the client?

NA N/A

Have any of the professionals included in

this fee application varied their hourly

rate based on the geographic location of

the bankruptcy case?

No N/A

Does the fee application include time or

fees related to reviewing or revising time

records or preparing, reviewing, or

revising invoices?

No N/A

Does this fee application include time or

fees for reviewing time records to redact

any privileged or other confidential

information?

No N/A

If the fee application includes any rate increases

since retention:

i. Did your client review and approve those

rate increases in advance?

ii. Did your client agree when retaining the

law firm to accept all future rate increases? If

not, did you inform your client that they need

not agree to modified rates or terms in order to

have you continue the representation, consistent

with ABA formal Ethics Opinion 11-458?

NA N/A

RESERVATION OF RIGHTS

31. To the extent time or disbursement charges for services rendered or disbursements

incurred relate to the Application Period but were not processed prior to the preparation of this

Application, or NRF has for any other reason not sought compensation or reimbursement of


11

expenses herein with respect to any services rendered or expenses incurred during the

Application Period, NRF reserves the right to request additional compensation for such services

and reimbursement of such expenses in a future application.

CERTIFICATE OF COMPLIANCE AND WAIVER

32. The undersigned representative of NRF certifies that the undersigned has

reviewed the requirements of Local Rule 2016-2, and that the Application substantially complies

with such Local Rule. To the extent that the Application does not comply in all respects with the

requirements of Local Rule 2016-2, the undersigned believes that such deviations are not

material. Accordingly, NRF respectfully requests that any such requirements be waived.

[Remainder of Page Intentionally Left Blank]


12

CONCLUSION

WHEREFORE, NRF respectfully requests that it be granted (i) a monthly allowance of

fees in the amount of $168,350.00, and authority for an interim payment of compensation for

professional services rendered herein as special litigation counsel for the Committee during the

Application Period in the amount of $134,680.00, which is eighty percent (80%) of the fees

incurred; (ii) reimbursement of expenses in the amount of $71.05; and (iii) such further relief as

the Court may deem just and proper.

Dated: March 20, 2020

Wilmington, Delaware

NORTON ROSE FULBRIGHT US LLP

/s/ David Rosenzweig

David Rosenzweig

New York Bar No. 2170629

Francisco Vazquez

New York Bar No. 2750149

1301 Avenue of the Americas

New York, New York 10019

Telephone: (212) 318-3000

Email: [email protected]

[email protected]

Special Litigation Counsel for the Official Committee

of Unsecured Creditors


mailto:[email protected]

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

LUCKY’S MARKET PARENT COMPANY, LLC, et al.,1

Debtors.

Chapter 11

Case No. 20-10166 (JTD)


Objection Deadline: April 10, 2020 at 4:00 p.m. (ET) Hearing Date: Scheduled only if necessary

NOTICE OF FIRST MONTHLY FEE APPLICATION OF NORTON ROSE FULBRIGHT US LLP FOR COMPENSATION FOR

SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS SPECIAL LITIGATION COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS FOR THE PERIOD FEBRUARY 4, 2020 THROUGH FEBRUARY 29, 2020

PLEASE TAKE NOTICE that on March 20, 2020, Norton Rose Fulbright US

LLP (“NRF”), special litigation counsel for the Official Committee of Unsecured Creditors (the

“Committee”) of Lucky’s Market Parent Company, LLC and its affiliated debtors (collectively,

the “Debtors”), filed the attached First Monthly Fee Application of Norton Rose Fulbright US

LLP for Compensation for Services Rendered and Reimbursement of Expenses as Special

Litigation Counsel for the Official Committee of Unsecured Creditors for the Period February 4,

2020 Through February 29, 2020 (the “Application”) with the United States Bankruptcy Court

for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801 (the

“Court”).

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples, FL, LLC (8700), and Sinoc, Inc. (0723).

Case 20-10166-JTD Doc 468-1 Filed 03/20/20 Page 1 of 3

48894364_1 2

PLEASE TAKE FURTHER NOTICE that, pursuant to the Court’s Order

Establishing Procedures for Interim Compensation and Reimbursement of Expenses

Professionals [Docket No. 259] (the “Interim Compensation Order”), objections, if any, to the

Application must be filed with the Clerk of the United States Bankruptcy Court for the District of

Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, and be served

upon: (i) the Debtors, Lucky’s Market Parent Company, LLC, et al., 6328 Monarch Park Place,

Suite 100, Niwot, Colorado 80503 (Attn: Andrew T. Pillari, Chief Financial Officer); (ii) counsel

to the Debtors, (a) Polsinelli P.C., 222 Delaware Avenue, Suite 1101, Wilmington, Delaware

19801 (Attn: Christopher A. Ward) and (b) Polsinelli P.C., 2950 N. Harwood, Suite 2100,

Dallas, Texas 75201 (Attn: Liz Boydston); (iii) counsel to The Kroger Co., as lender, (a) Weil,

Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153-0119 (Attn: Garrett A.

Fail and Moshe A. Fink), and (b) Richards, Layton & Finger, P.A., 920 North King Street,

Wilmington, Delaware 19801 (Attn: Zachary I. Shapiro and Brett M. Haywood); (iv) counsel to

the Committee, (a) Hahn & Hessen LLP, 488 Madison Avenue, New York, New York 10022

(Attn: Mark S. Indelicato, Mark T. Power, Jeffrey Zawadzki and Emma Fleming), (b) Norton

Rose Fulbright US LLP, 1301 Avenue of the Americas, New York, New York 10019 (Attn:

David Rosenzweig and Francisco Vazquez), and (c) Womble Bond Dickinson (US) LLP, 1313

North Market Street, Suite 1200, Wilmington, Delaware 19801 (Attn: Matthew P. Ward and

Morgan L. Patterson); and (v) the United States Trustee for the District of Delaware, J. Caleb

Boggs Federal Building, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, Delaware

19801 (Attn: Timothy Jay Fox, Jr.), by no later than 4:00 p.m. (prevailing Eastern Time) on

April 10, 2020 (the “Objection Deadline”). A hearing on the Application shall be held only in

the event timely objections are filed.


48894364_1 3

PLEASE TAKE FURTHER NOTICE that pursuant to the Interim Compensation

Order, in the absence of any objection or responsive papers to the Application, NRF is

authorized to file a certificate of no objection with the Court, after which the Debtors are

authorized to pay NRF an amount equal to eighty percent (80%) of the fees and one-hundred

percent (100%) of the expenses requested in the Application. If an objection to the Application

is timely filed and served prior to the Objection Deadline, NRF is authorized to be paid eighty

percent (80%) of the fees and one-hundred percent (100%) of the expenses not subject to such

objection.

Dated: March 20, 2020 WOMBLE BOND DICKINSON (US) LLP Wilmington, Delaware

/s/ Morgan L. Patterson Matthew P. Ward (Del. Bar No. 4471) Morgan L. Patterson (Del. Bar No. 5388) 1313 North Market Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 252-4320 Facsimile: (302) 252-4330 Email: [email protected]

[email protected]

-AND-

HAHN & HESSEN LLP Mark S. Indelicato (admitted pro hac vice) Mark T. Power (admitted pro hac vice) Jeffrey Zawadzki (admitted pro hac vice) Emma Fleming (admitted pro hac vice) 488 Madison Avenue New York, New York 10022 Telephone: (212) 478-7200 Facsimile: (212) 478-7400 Email: [email protected]

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

Counsel to the Official Committee of Unsecured Creditors


EXHIBIT A

Time Detail


Work Date Task Code Timekeeper Hours Rate Amount Narrative02/13/2020 B100 David A. Rosenzweig 0.10 1055 $105.50 Correspond M Indelicato and M Power re call on status.02/25/2020 B100 Victoria Corder 0.10 855 $85.50 Respond to email re: scheduling settlement conference on March 12.

Total B100 0.20 $191.0002/04/2020 B150 Thomas J. McCormack 0.70 1055 $738.50 Meet with Committee to select financial advisor.

02/06/2020 B150 Francisco Vazquez 1.30 860 $1,118.00Participate on Committee call regarding investigation, cash collateral issues, and next steps.

02/06/2020 B150 Robin Ball 0.90 940 $846.00 Attend Committee update call.

02/06/2020 B150 Thomas J. McCormack 0.40 1055 $422.00Call with Hahn & Hessen re: all issues, workflow/coordination, UCC meeting and agenda for 2/6 meeting.

02/06/2020 B150 Thomas J. McCormack 0.80 1055 $844.00 Meeting with UCC on status, next steps.02/06/2020 B150 Victoria Corder 0.80 855 $684.00 Introductory call with Hahn & Hessen.02/06/2020 B150 Victoria Corder 1.10 855 $940.50 Call with Creditors" Committee and all advisors.02/06/2020 B150 Victoria Corder 0.90 855 $769.50 Prepare for call with Creditors" Committee.02/12/2020 B150 Robin Ball 0.50 940 $470.00 Review Province draft presentation for committee meeting.02/12/2020 B150 Thomas J. McCormack 0.20 1055 $211.00 Comment on draft agenda for 2/13 UCC call.

02/13/2020 B150 Francisco Vazquez 1.30 860 $1,118.00Participate on call with committee regarding investigation update and next steps.

02/13/2020 B150 Robin Ball 0.80 940 $752.00 Attend portion of call with Committee.02/13/2020 B150 Robin Ball 0.20 940 $188.00 Review emails re preparation for Committee call.02/13/2020 B150 Victoria Corder 1.30 855 $1,111.50 Call with Creditor's Committee.02/20/2020 B150 Francisco Vazquez 0.50 860 $430.00 Participate on call with Committee regarding Kroger investigation.02/20/2020 B150 Robin Ball 0.50 940 $470.00 Conference Call with the Committee.02/20/2020 B150 Robin Ball 0.20 940 $188.00 Prepare for call with Committee.02/20/2020 B150 Robin Ball 0.30 940 $282.00 Follow-up discussion with T. McCormack, et al. following Committee call.02/20/2020 B150 Thomas J. McCormack 0.80 1055 $844.00 Call with Committee on status, next steps.02/20/2020 B150 Victoria Corder 0.80 855 $684.00 Conference call with Creditors' Committee.

02/26/2020 B150 Robin Ball 0.20 940 $188.00 Emails with F. Vazquez, et al. re status, whether call with committee is needed.Total B150 14.50 $13,299.00

02/05/2020 B160 David A. Rosenzweig 0.30 1055 $316.50 Office conferences with H Lamb re retention matters for disclosure.

02/05/2020 B160 Francisco Vazquez 0.30 860 $258.00Conference with Indelicato regarding retention and notice of appearance issues.

02/06/2020 B160 David A. Rosenzweig 0.30 1055 $316.50 Office conference with H Lamb re retention matters for disclosure.02/06/2020 B160 Francisco Vazquez 1.20 860 $1,032.00 Draft retention application.02/07/2020 B160 David A. Rosenzweig 0.30 1055 $316.50 Office conferences with H Lamb re retention matters for disclosure.02/07/2020 B160 Francisco Vazquez 2.40 860 $2,064.00 Draft retention application and supporting documents.02/10/2020 B160 Francisco Vazquez 0.20 860 $172.00 Conference with J. Copeland regarding retention papers.02/10/2020 B160 James Copeland 1.10 855 $940.50 Review and revise retention papers.


02/11/2020 B160 Francisco Vazquez 0.70 860 $602.00 Review retention papers.02/11/2020 B160 James Copeland 0.30 855 $256.50 Further review and revisions to retention application.02/12/2020 B160 David A. Rosenzweig 1.20 1055 $1,266.00 Review and comment on retention papers.

02/12/2020 B160 David A. Rosenzweig 0.30 1055 $316.50Correspond and office conference with F Vazquez re comments on retention papers.

02/12/2020 B160 David A. Rosenzweig 0.30 1055 $316.50Correspondence and telephone conference with F Vazquez re description of scope for retention papers.

02/12/2020 B160 David A. Rosenzweig 0.30 1055 $316.50 Review revised retention papers.

02/12/2020 B160 David A. Rosenzweig 0.20 1055 $211.00Correspond and office conference with F Vazquez re comment on revised retention papers.

02/12/2020 B160 Francisco Vazquez 0.80 860 $688.00 Review and revise retention papers.02/12/2020 B160 Robin Ball 0.30 940 $282.00 Review and revise retention application.02/12/2020 B160 Victoria Corder 0.40 855 $342.00 Review revision of language in retention application.

02/13/2020 B160 David A. Rosenzweig 0.20 1055 $211.00 Correspond and office conference with H Lamb re retention disclosures status.

02/14/2020 B160 David A. Rosenzweig 0.40 1055 $422.00Review revised retention papers from F Vazquez and correspond with comments on same.

02/14/2020 B160 David A. Rosenzweig 0.10 1055 $105.50 Correspondence H Lamb re retention and connections search.02/14/2020 B160 David A. Rosenzweig 0.60 1055 $633.00 Review and revise retention affidavit.02/14/2020 B160 David A. Rosenzweig 0.10 1055 $105.50 Telephone conference with J Boland re retention and connections search.02/14/2020 B160 David A. Rosenzweig 0.10 1055 $105.50 Office conference with F Vazquez re retention and connections search.

02/14/2020 B160 Francisco Vazquez 0.20 860 $172.00Conference with Indelicato, Power and D. Rosenzweig regarding retention issues.

02/14/2020 B160 Francisco Vazquez 0.80 860 $688.00 Review and revise retention application.

02/14/2020 B160 James Copeland 0.30 855 $256.50Review email to colleagues re: potential connections to Lucky's bankruptcy case.

02/16/2020 B160 David A. Rosenzweig 0.30 1055 $316.50Review and edit connections email for retention application and correspond F Vazquez re same.

02/18/2020 B160 David A. Rosenzweig 0.10 1055 $105.50 Correspondence M Power re retention apps.

02/18/2020 B160 David A. Rosenzweig 0.40 1055 $422.00Correspondence F Vazquez re connections email, logistics re same, and review responses.

02/18/2020 B160 Francisco Vazquez 0.40 860 $344.00 E-mail to and from members of the firm regarding disclosure issues.02/19/2020 B160 David A. Rosenzweig 0.20 1055 $211.00 Correspondence H Lamb re connections search.02/20/2020 B160 David A. Rosenzweig 0.40 1055 $422.00 Review conflicts search reports and correspond team re finalizing same.02/20/2020 B160 David A. Rosenzweig 0.50 1055 $527.50 Edit retention affidavit for connections received and finalizing same.02/20/2020 B160 David A. Rosenzweig 0.10 1055 $105.50 Correspond A Wait re working at Kroger in 1997 for connections disclosure.02/20/2020 B160 Francisco Vazquez 0.30 860 $258.00 Review disclosure/retention issues.02/20/2020 B160 Francisco Vazquez 0.10 860 $86.00 Conference with D. Rosenzweig regarding disclosure issues.


02/21/2020 B160 David A. Rosenzweig 0.20 1055 $211.00Correspondence H Lamb and F Vazquez re Marsh disclosures for retention affidavit.

02/21/2020 B160 David A. Rosenzweig 0.50 1055 $527.50Correspond and office conferences with H Lamb re conflicts search and preparing exhibits for retention affidavit.

02/21/2020 B160 David A. Rosenzweig 0.20 1055 $211.00Correspondence finance team re top 1% clients chart in revenue and telephone conference with team re same.

02/21/2020 B160 David A. Rosenzweig 0.10 1055 $105.50 Review top 1% clients chart in revenue.02/21/2020 B160 David A. Rosenzweig 0.40 1055 $422.00 Review conflict search and analyze same for retention affidavit.

02/21/2020 B160 David A. Rosenzweig 0.80 1055 $844.00 Revise retention affidavit re disclosures and review and edit exhibits for same.

02/21/2020 B160 David A. Rosenzweig 0.20 1055 $211.00Office conferences with H Lamb re exhibits from retention affidavit and structure of same.

02/21/2020 B160 David A. Rosenzweig 0.30 1055 $316.50 Review and finalize retention application and related pleadings.02/21/2020 B160 David A. Rosenzweig 0.10 1055 $105.50 Correspond with F Vazquez re having retention app signed by N Leitzes.02/21/2020 B160 Francisco Vazquez 1.00 860 $860.00 Review and revise retention papers.02/28/2020 B160 David A. Rosenzweig 0.30 1055 $316.50 Correspondence and telephone call with F.Vazquez re disclosure issues.02/28/2020 B160 Francisco Vazquez 0.20 860 $172.00 Conference with D. Rosenzweig regarding disclosure issues.

Total B160 20.80 $19,812.5002/12/2020 B190 Francisco Vazquez 0.30 860 $258.00 Conference with R. Ball regarding

02/17/2020 B190 David A. Rosenzweig 0.10 1055 $105.50 Correspondence with F.Vazquez re hearing on bid procedures for initial sales.02/19/2020 B190 David A. Rosenzweig 1.80 1055 $1,899.00 Attend portion of hearing on bid procedures by phone.02/19/2020 B190 Francisco Vazquez 3.50 860 $3,010.00 Participate at hearing regarding sales and Kroger's reaction.02/26/2020 B190 Francisco Vazquez 0.50 860 $430.00 Participate on court hearing.02/26/2020 B190 Francisco Vazquez 0.10 860 $86.00 E-mail to T. McCormack and D. Rosenzweig regarding hearing.

02/26/2020 B190 Francisco Vazquez 0.10 860 $86.00 E-mail to and from Hahn & Hessen and T. McCormack regarding court hearing.02/26/2020 B190 Thomas J. McCormack 0.10 1055 $105.50 Review email on hearing outcome.

Total B190 6.50 $5,980.00

02/11/2020 B230 David A. Rosenzweig 0.20 1055 $211.00 Correspondence with F. Vazquez re carve out, budget .02/11/2020 B230 Francisco Vazquez 0.10 860 $86.00 E-mail to and from D. Rosenzweig regarding cash collateral.02/13/2020 B230 Francisco Vazquez 0.30 860 $258.00 Conference with D. Rosenzweig regarding Kroger credit bid issue.

02/14/2020 B230 David A. Rosenzweig 0.40 1055 $422.00Conference call M Indelicato and M Power re cash collateral issues, sale issues re Kroger.

02/21/2020 B230 Francisco Vazquez 0.20 860 $172.00 E-mails to Indelicato and T. McCormack regarding cash collateral.

02/21/2020 B230 Francisco Vazquez 0.30 860 $258.00Conference with V. Corder regarding discussion with Weil and proposed cash collateral order.

02/21/2020 B230 Francisco Vazquez 0.10 860 $86.00 Conference with R. Ball regarding cash collateral issues.


02/21/2020 B230 Thomas J. McCormack 0.50 1055 $527.50 Confer H&H re: discussions with Kroger, cash collateral order issues.02/24/2020 B230 David A. Rosenzweig 0.20 1055 $211.00 Correspondence F Vazquez and H&H re hearing coverage.02/25/2020 B230 David A. Rosenzweig 0.10 1055 $105.50 Review F Vazquez comments on cash collateral order.02/25/2020 B230 David A. Rosenzweig 0.10 1055 $105.50 Telephone conference with F Vazquez re comments on cash collateral order.02/25/2020 B230 David A. Rosenzweig 0.30 1055 $316.50 Review extended interim cash collateral order and H&H edits.02/25/2020 B230 Francisco Vazquez 0.80 860 $688.00 Review cash collateral order.02/25/2020 B230 Francisco Vazquez 0.30 860 $258.00 Conference with D. Rosenzweig regarding cash collateral order.02/25/2020 B230 Francisco Vazquez 0.30 860 $258.00 E-mail to and from Zawadzki regarding comments to cash collateral order.02/25/2020 B230 Thomas J. McCormack 0.20 1055 $211.00 Review issues re: cash collateral.02/26/2020 B230 Thomas J. McCormack 0.20 1055 $211.00 Review correspondence re: cash collateral order, budget issues.

Total B230 4.60 $4,385.0002/04/2020 L100 Thomas J. McCormack 0.70 1055 $738.50 Confer Hahn & Hessen re: status, next steps on case, discussion with Kroger.02/05/2020 L100 David A. Rosenzweig 0.30 1055 $316.50 Office conferences with F Vazquez re discussions with Hahn & Hessen.

02/05/2020 L100 David A. Rosenzweig 1.00 1055 $1,055.00Office conference with F Vazquez, T McCormack and V Corder re strategies for case and Kroger investigation.

02/05/2020 L100 Francisco Vazquez 0.10 860 $86.00 E-mail to D. Rosenzweig re: correspondence with R. Indelicato.

02/05/2020 L100 Francisco Vazquez 0.70 860 $602.00Conference with T. McCormack and D. Rosenzweig regarding investigation logistics.

02/05/2020 L100 Robin Ball 0.40 940 $376.00Telephone call with F. Vazquez re potential issues, avenues of investigation, and analyze same.

02/05/2020 L100 Robin Ball 1.30 940 $1,222.00 Review background materials, presentations.02/05/2020 L100 Robin Ball 0.50 940 $470.00 Telephone call with T. McCormack re overview, case issues.02/05/2020 L100 Thomas J. McCormack 0.30 1055 $316.50 Analysis of pending motions, ongoing UCC tasks.

02/05/2020 L100 Thomas J. McCormack 0.20 1055 $211.00Telephone conference with Hahn & Hessen re: pending motions, ongoing UCC tasks.

02/05/2020 L100 Thomas J. McCormack 1.00 1055 $1,055.00 Review financial information, Kroger SEC filings.02/05/2020 L100 Thomas J. McCormack 0.80 1055 $844.00 Confer with D.Rosenzweig and F.Vazquez re case strategies.02/06/2020 L100 David A. Rosenzweig 1.00 1055 $1,055.00 Call with Hahn and Hessen team regarding strategy and issues re Krogur.02/06/2020 L100 Francisco Vazquez 0.30 860 $258.00 Review and revise bylaws to address investigation issues.02/06/2020 L100 Francisco Vazquez 0.50 860 $430.00 Participate on call with H&H re status of sales for impact on investigation.02/06/2020 L100 Francisco Vazquez 0.40 860 $344.00 Conference with Indelicato, Power regarding investigation and 2004 exams.02/06/2020 L100 Robin Ball 0.30 940 $282.00 Review, comment on Province draft diligence list.02/06/2020 L100 Robin Ball 0.20 940 $188.00 Emails with V. Corder re Province draft diligence list.02/06/2020 L100 Robin Ball 0.10 940 $94.00 Review emails from H&H re NDA.02/06/2020 L100 Victoria Corder 2.10 855 $1,795.50 Review NDA and circulate comments to internal team.02/07/2020 L100 Robin Ball 0.30 940 $282.00 Telephone call with V. Corder re revised NDA.02/07/2020 L100 Robin Ball 0.40 940 $376.00 Review, comment on NDA.02/07/2020 L100 Victoria Corder 1.00 855 $855.00 Review NDA and give comments to Hahn & Hessen.


02/08/2020 L100 Francisco Vazquez 0.40 860 $344.00Review sale motion and e-mail to team regarding Kroger confidentiality agreement.

02/10/2020 L100 David A. Rosenzweig 0.20 1055 $211.00Correspondence and telephone conference with F Vazquez re call with Weil/Kroger.

02/10/2020 L100 Robin Ball 0.10 940 $94.00 Review emails re call with Weil.02/10/2020 L100 Thomas J. McCormack 1.20 1055 $1,266.00 Analyze case law/precedents on for UCC.02/10/2020 L100 Thomas J. McCormack 0.30 1055 $316.50 Emails with Weil attorneys re: Kroger meeting, next steps.02/11/2020 L100 Robin Ball 0.60 940 $564.00 Review available materials re potential claims.

02/11/2020 L100 Thomas J. McCormack 0.40 1055 $422.00Conf. call with H&H, Province, NRF on 2004 requests to Kroger, strategic issues, next steps.

02/11/2020 L100 Victoria Corder 0.50 855 $427.50 Conference Hahn and Province re: requests and strategy re: responding to Weil.02/12/2020 L100 Francisco Vazquez 0.30 860 $258.00 E-mail to R. Ball and V. Corder regarding possible claims against Kroger.02/12/2020 L100 Francisco Vazquez 0.40 860 $344.00 E-mail T, McCormack, R. Ball and V. Corder regarding limited role of the firm.02/12/2020 L100 Robin Ball 0.50 940 $470.00 Confer with F. Vazquez and re .02/12/2020 L100 Thomas J. McCormack 0.60 1055 $633.00 Confer with R. Ball re: tasks, NRF focus.02/12/2020 L100 Thomas J. McCormack 0.20 1055 $211.00 Emails with F. Vazquez re: status, ongoing tasks.02/12/2020 L100 Victoria Corder 0.40 855 $342.00 Attend introductory call with Weil.02/12/2020 L100 Victoria Corder 0.40 855 $342.00 Prepare for introductory call with Weil.

02/13/2020 L100 Robin Ball 0.50 940 $470.00Confer with T. McCormack and V. Corder re tasks, analysis of potential causes of action and related research.

02/13/2020 L100 Thomas J. McCormack 0.30 1055 $316.50 Comment on draft NDA.

02/13/2020 L100 Thomas J. McCormack 0.50 1055 $527.50Confer with R.Ball and V.Corder re analysis of time line/economic issues from Province.

02/13/2020 L100 Thomas J. McCormack 0.60 1055 $633.00Review all documents, including agenda, presentations, court orders/submissions for UCC call.

02/13/2020 L100 Victoria Corder 0.60 855 $513.00 Conference internal team re: legal research and strategy to analyze claims.

02/13/2020 L100 Victoria Corder 0.10 855 $85.50Arrange call with Province to discuss debtors' document productions and datasite access.

02/14/2020 L100 Francisco Vazquez 0.50 860 $430.00Conference with Indelicato, Power and D. Rosenzweig regarding Kroger cash collateral and credit bidding issues.

02/14/2020 L100 Francisco Vazquez 0.10 860 $86.00 Conference with D. Rosenzweig regarding litigation issues.

02/14/2020 L100 Francisco Vazquez 0.40 860 $344.00 Review and revise connections e-mail in connection with retention application.02/14/2020 L100 Robin Ball 0.20 940 $188.00 Review V.Corder emails re data site access.02/16/2020 L100 Robin Ball 1.10 940 $1,034.00 Review, analyze application of research re potential causes of action.

02/17/2020 L100 Robin Ball 2.70 940 $2,538.00Review, analyze application of research re miscellaneous potential causes of action.

02/17/2020 L100 Robin Ball 0.10 940 $94.00 Emails with T. McCormack, et al. re potential causes of action.


02/17/2020 L100 Thomas J. McCormack 0.80 1055 $844.00 Review financial data on current circumstances at Lucky's.

02/17/2020 L100 Thomas J. McCormack 1.60 1055 $1,688.00Evaluate multiple legal/factual elements in against Kroger's arising from Lucky's insolvency.

02/18/2020 L100 Francisco Vazquez 0.20 860 $172.00Conference with V. Corder regarding possible litigation claims and analysis thereof.

02/18/2020 L100 Robin Ball 1.10 940 $1,034.00Confer with T.McCormack and V.Corder re potential claims against Kroger and next steps.

02/18/2020 L100 Thomas J. McCormack 1.00 1055 $1,055.00

Review legal analyses of potentially relevant to Kroger, Lucky's original ownership,

related parties.

02/18/2020 L100 Thomas J. McCormack 1.00 1055 $1,055.00Review Province financial data on capital structure, Lucky's economic performance, related issues.

02/18/2020 L100 Thomas J. McCormack 1.50 1055 $1,582.50 Confer R. Ball and V. Corder re: investigation focus, next steps.

02/18/2020 L100 Victoria Corder 4.30 855 $3,676.50Review law regarding potential claims available against Kroger in preparation for internal meeting re: the same.

02/18/2020 L100 Victoria Corder 0.30 855 $256.50Email with Province regarding obtaining access to documents from Debtors datasite.

02/19/2020 L100 David A. Rosenzweig 0.30 1055 $316.50Office conferences with F Vazquez re contact with Kroger and possible discussions.

02/19/2020 L100 Francisco Vazquez 0.20 860 $172.00 Conference with T. McCormack regarding Kroger investigation and steps.02/19/2020 L100 Robin Ball 0.30 940 $282.00 Emails re M. Indelicato discussions with Kroger counsel.

02/19/2020 L100 Robin Ball 0.40 940 $376.00 Telephone call with M. Indelicato re Kroger proposal and options for response.

02/19/2020 L100 Robin Ball 0.90 940 $846.00Confer with T. McCormack, V. Corder re potential recoveries beyond potential Kroger proposal for resolution, related issues.

02/19/2020 L100 Thomas J. McCormack 0.80 1055 $844.00 Analysis of options with R. Ball and V. Corder.02/19/2020 L100 Thomas J. McCormack 0.50 1055 $527.50 T/c H&H re: Kroger approach on potential resolution, related issues.02/19/2020 L100 Victoria Corder 0.80 855 $684.00 Conference M. Indelicato, R. Ball and T. McCormack re: .

02/20/2020 L100 David A. Rosenzweig 0.50 1055 $527.50 Correspondence and office conferences with F Vazquez re call on Kroger issues.

02/20/2020 L100 Francisco Vazquez 0.30 860 $258.00Conference with T. McCormack and V. Corder regarding Kroger's liens and proposed adequate protection.

02/20/2020 L100 Francisco Vazquez 0.20 860 $172.00 Conference with R. Ball regarding discussions with Kroger's counsel.

02/20/2020 L100 Francisco Vazquez 1.00 860 $860.00Participate on call with Province regarding cash collateral issue, Kroger's liens, and investigation.

02/20/2020 L100 Robin Ball 0.50 940 $470.00 Confer with V. Corder re draft list of priority items for Kroger.02/20/2020 L100 Robin Ball 0.20 940 $188.00 Review emails re T. McCormack follow-up with M. Indelicato.

02/20/2020 L100 Robin Ball 0.90 940 $846.00Conference call with Province re Hahn and Hessen discussions with Kroger,

, related issues.


02/20/2020 L100 Thomas J. McCormack 0.30 1055 $316.50 Emails with Kroger counsel re: next steps.02/20/2020 L100 Thomas J. McCormack 0.80 1055 $844.00 Analysis of options with R. Ball and V. Corder.

02/20/2020 L100 Thomas J. McCormack 1.20 1055 $1,266.00

Call with Province and NRF team on capital structure, investigation focus, legal/factual issues for development on Kroger and other parties, overall strategy and options.

02/20/2020 L100 Victoria Corder 0.90 855 $769.50 Conference call with Province re: potential .02/21/2020 L100 David A. Rosenzweig 0.20 1055 $211.00 Office conference with F Vazquez re discussions with UCC and Kroger.02/21/2020 L100 Thomas J. McCormack 0.80 1055 $844.00 Conf. call with Kroger's counsel on all issues.

02/21/2020 L100 Victoria Corder 0.30 855 $256.50Follow-up conference with T. McCormack and Hahn & Hessen re: call with Kroger.

02/24/2020 L100 Victoria Corder 0.20 855 $171.00 Email with Province re: strategy with Kroger and Debtors.02/25/2020 L100 Robin Ball 0.70 940 $658.00 Review emails re scheduling settlement meeting.02/25/2020 L100 Thomas J. McCormack 0.20 1055 $211.00 Review scheduling information and related correspondence.02/26/2020 L100 Victoria Corder 0.10 855 $85.50 Email with internal team regarding update for creditor's committee.02/27/2020 L100 Robin Ball 0.20 940 $188.00 Review V.Corder email re status update.

02/27/2020 L100 Thomas J. McCormack 0.30 1055 $316.50 Review email from V.Corder on UCC meeting adjournment, summary of status.

02/28/2020 L100 Francisco Vazquez 0.40 860 $344.00Conference with T. McCormack, R. Ball, D. Rosenzweig and V. Corder regarding status of investigation.

02/28/2020 L100 Robin Ball 0.10 940 $94.00 Review draft email to Kroger.

02/28/2020 L100 Robin Ball 0.50 940 $470.00Conference call with T. McCormack, et al. re status, and re follow-up with Kroger.

02/28/2020 L100 Thomas J. McCormack 0.20 1055 $211.00 T/c M. Indelicato re: original sale, communications with original owner.02/28/2020 L100 Thomas J. McCormack 0.40 1055 $422.00 Confer NRF team re: status, information, claim analysis, data from Kroger.02/28/2020 L100 Victoria Corder 0.10 855 $85.50 Conference M. Indelicato re: strategy .

Total L100 55.60 $53,253.50

02/06/2020 L300 Francisco Vazquez 0.50 860 $430.00Review and revise information requests to Debtors and e-mail to V. Corder regarding same.

02/06/2020 L300 Francisco Vazquez 0.30 860 $258.00 E-mail to Power regarding discovery requests.02/06/2020 L300 Francisco Vazquez 0.10 860 $86.00 E-mail to team regarding diligence requests.02/06/2020 L300 Robin Ball 1.00 940 $940.00 Analyze requests for Kroger.02/06/2020 L300 Robin Ball 0.30 940 $282.00 Circulate materials for preparation of 2004 requests.

02/06/2020 L300 Robin Ball 0.80 940 $752.00Telephone call with T. McCormack, et al. re draft diligence list and preparing 2004 demands for Kroger.

02/06/2020 L300 Thomas J. McCormack 0.40 1055 $422.00 Review info request to debtors and comments re: same.02/06/2020 L300 Thomas J. McCormack 0.60 1055 $633.00 Reviews and comment on debtor info requests.02/06/2020 L300 Thomas J. McCormack 0.80 1055 $844.00 Draft 2004 requests to Kroger.02/06/2020 L300 Victoria Corder 1.90 855 $1,624.50 Review FA demands to Debtor and circulate comments to internal team.02/06/2020 L300 Victoria Corder 2.10 855 $1,795.50 Begin drafting discovery demands to Kroger.


02/07/2020 L300 Francisco Vazquez 0.10 860 $86.00 Conference with V. Corder regarding 2004 papers.02/07/2020 L300 Francisco Vazquez 0.30 860 $258.00 E-mail to V. Corder regarding discovery requests.02/07/2020 L300 Robin Ball 0.20 940 $188.00 Emails with V. Corder re issues to be covered by document demands.

02/07/2020 L300 Robin Ball 0.20 940 $188.00Emails with T. McCormack, V. Corder, F. Vazquez re prep of 2004 requests to Kroger.

02/07/2020 L300 Thomas J. McCormack 0.80 1055 $844.00Emails with R. Ball, V. Corder on document requests for Debtors and for Kroger, related issues.

02/07/2020 L300 Thomas J. McCormack 2.00 1055 $2,110.00 Edit document requests for Debtors and for Kroger.02/07/2020 L300 Victoria Corder 12.40 855 $10,602.00 Draft document demands to Kroger.02/07/2020 L300 Victoria Corder 1.50 855 $1,282.50 Review Province's demands to Debtors and give comments to Province.02/08/2020 L300 Francisco Vazquez 0.50 860 $430.00 Review and revise discovery requests.02/08/2020 L300 Robin Ball 0.60 940 $564.00 Conference with V. Corder, et al. re revised requests.02/08/2020 L300 Robin Ball 2.30 940 $2,162.00 Review and revise draft 2004 requests to Kroger.02/08/2020 L300 Thomas J. McCormack 0.80 1055 $844.00 Review current drafts of document requests/2004 requests.

02/08/2020 L300 Thomas J. McCormack 0.20 1055 $211.00 Emails with V. Corder re: current drafts of document requests/2004 requests.02/08/2020 L300 Victoria Corder 0.50 855 $427.50 Conference R. Ball re 2004 requests.02/08/2020 L300 Victoria Corder 3.50 855 $2,992.50 Revise document demands to Kroger.02/08/2020 L300 Victoria Corder 0.10 855 $85.50 Circulate document requests to Hahn & Hessen and Province.02/10/2020 L300 Francisco Vazquez 0.10 860 $86.00 E-mail to Province and Hahn & Hessen regarding discovery.

02/10/2020 L300 Robin Ball 0.20 940 $188.00Review status of H&H and Province comments re draft document demands to Kroger.

02/10/2020 L300 Robin Ball 0.70 940 $658.00 Review H&H and Province comments on Kroger document demands.

02/10/2020 L300 Thomas J. McCormack 0.80 1055 $844.00Review and comment on revised drafts of documents/information sought from Kroger.

02/10/2020 L300 Victoria Corder 0.80 855 $684.00 Further revisions of Requests to Kroger from Province and Hahn & Hessen.02/10/2020 L300 Victoria Corder 0.90 855 $769.50 Revise document requests.02/11/2020 L300 Francisco Vazquez 0.30 860 $258.00 Conference with V. Corder regarding discovery request.02/11/2020 L300 Francisco Vazquez 0.10 860 $86.00 E-mail to V. Corder regarding discovery matter.02/11/2020 L300 Robin Ball 0.50 940 $470.00 Conference call with Province and H&H re document demands, other issues.02/11/2020 L300 Robin Ball 0.30 940 $282.00 Confer with V. Corder re Kroger document demands.02/11/2020 L300 Robin Ball 0.40 940 $376.00 Emails with V. Corder re revisions to Kroger document demands.02/11/2020 L300 Robin Ball 0.40 940 $376.00 Review Province proposed revisions to document demands to Kroger.02/11/2020 L300 Thomas J. McCormack 0.20 1055 $211.00 Correspondence with H&H re: informal 2004 requests to Kroger.02/11/2020 L300 Thomas J. McCormack 0.70 1055 $738.50 Emails with V. Corder re: draft 2004 requests to Kroger.02/11/2020 L300 Thomas J. McCormack 0.30 1055 $316.50 Correspondence with H&H, Province re: 2004 requests to Kroger.02/11/2020 L300 Victoria Corder 5.00 855 $4,275.00 Revise document requests to Kroger.02/11/2020 L300 Victoria Corder 0.50 855 $427.50 Conference R. Ball and F. Vazquez re: document requests.02/11/2020 L300 Victoria Corder 0.30 855 $256.50 Revise cover letter to Weil re document requests.


02/11/2020 L300 Victoria Corder 0.10 855 $85.50 Send Kroger requests to the Committee for review.02/12/2020 L300 Robin Ball 0.70 940 $658.00 Review and revise draft Kroger document requests.02/12/2020 L300 Robin Ball 0.50 940 $470.00 Telephone call with T. McCormack re document demands, claims issues.02/12/2020 L300 Robin Ball 0.30 940 $282.00 Email to T. McCormack, et al re document demands.02/12/2020 L300 Thomas J. McCormack 0.30 1055 $316.50 Review current draft 2004 requests to Kroger.02/12/2020 L300 Thomas J. McCormack 0.10 1055 $105.50 Emails with N. Leitzes re: status 2004 requests.02/12/2020 L300 Victoria Corder 0.70 855 $598.50 Review and proofread document requests.02/12/2020 L300 Victoria Corder 0.20 855 $171.00 Conference R. Ball re: revisions to definitions in Requests.02/13/2020 L300 Thomas J. McCormack 0.20 1055 $211.00 Email discovery to Kroger.02/13/2020 L300 Victoria Corder 0.70 855 $598.50 Finalize and send Cover Letter and Requests to Weil.02/14/2020 L300 Robin Ball 1.00 940 $940.00 Conference call with Hahn & Hessen, Province re document demands.02/14/2020 L300 Thomas J. McCormack 0.70 1055 $738.50 Work on 2004 requests.

02/14/2020 L300 Thomas J. McCormack 1.00 1055 $1,055.00T/c with Province re: financial information and requests to Debtors and Kroger, committee scheduling, cash collateral order.

02/14/2020 L300 Victoria Corder 0.90 855 $769.50Conference call with Providence re: download of diligence received from Debtors and strategy.

02/18/2020 L300 Victoria Corder 0.60 855 $513.00 Prepare for call with R.Ball and T.McCormack re discovery and potential claims.

02/18/2020 L300 Victoria Corder 1.40 855 $1,197.00Conference R. Ball and T. McCormack re: discovery and potential claims against Kroger.

02/19/2020 L300 Francisco Vazquez 0.20 860 $172.00 E-mail to and from V. Corder regarding document production.02/19/2020 L300 Thomas J. McCormack 0.20 1055 $211.00 Emails with Kroger's counsel re: 2004 request issues, next steps.

02/19/2020 L300 Victoria Corder 0.40 855 $342.00Email summary of discovery needed from Kroger following internal call and research to R. Ball and T. McCormack.

02/19/2020 L300 Victoria Corder 4.10 855 $3,505.50 Review documents in Debtors' Data Site.02/20/2020 L300 Francisco Vazquez 0.30 860 $258.00 E-mail to and from V. Corder regarding list of discovery requests.02/20/2020 L300 Victoria Corder 0.70 855 $598.50 Draft list of priority discovery requests to Kroger.

02/20/2020 L300 Victoria Corder 0.20 855 $171.00Email list of discovery requests to R. Ball and F. Vazquez for review and feedback.

02/20/2020 L300 Victoria Corder 0.20 855 $171.00 Email with R. Ball re: discovery requests to Kroger.

02/20/2020 L300 Victoria Corder 0.70 855 $598.50 Internal conference call with R. Ball re: Kroger Discovery and new information.02/21/2020 L300 Robin Ball 0.30 940 $282.00 Confer with V. Corder re draft priority document list for Kroger.02/21/2020 L300 Thomas J. McCormack 0.80 1055 $844.00 Analyze info requests to Kroger.02/21/2020 L300 Victoria Corder 0.30 855 $256.50 Conference R. Ball re: revising discovery requests to Kroger.

02/21/2020 L300 Victoria Corder 0.50 855 $427.50Follow-up emails with F. Vazquez, R. Ball and T. McCormack re: targeted discovery.

02/21/2020 L300 Victoria Corder 0.50 855 $427.50 Compile list of targeted list of discovery requests for Kroger.02/21/2020 L300 Victoria Corder 0.50 855 $427.50 Conference call with Kroger counsel and team re: discovery.


02/24/2020 L300 Robin Ball 0.30 940 $282.00Emails with T. McCormack, V. Corder re Province comments on draft priority document request for Kroger.

02/24/2020 L300 Thomas J. McCormack 0.20 1055 $211.00 Confer V. Corder re: info request to Kroger.02/24/2020 L300 Thomas J. McCormack 0.80 1055 $844.00 Analyze options on info request to Kroger.02/24/2020 L300 Victoria Corder 0.50 855 $427.50 Prepare targeted requests to Kroger.02/24/2020 L300 Victoria Corder 0.20 855 $171.00 Email targeted Requests to Weil.02/24/2020 L300 Victoria Corder 0.20 855 $171.00 Email with internal team re: targeted requests to Kroger.02/25/2020 L300 Robin Ball 0.70 940 $658.00 Review materials produced by Debtor.02/25/2020 L300 Thomas J. McCormack 0.40 1055 $422.00 Review status of documents requested from Kroger.02/26/2020 L300 Thomas J. McCormack 0.30 1055 $316.50 Review status of pending document production/information from Kroger.02/27/2020 L300 Robin Ball 0.10 940 $94.00 Review emails re new documents posted by Lucky.02/27/2020 L300 Victoria Corder 1.90 855 $1,624.50 Review new documents added to data room.02/27/2020 L300 Victoria Corder 0.10 855 $85.50 Email L. Toro re: index of new documents.

02/28/2020 L300 David A. Rosenzweig 0.20 1055 $211.00Telephone conference with F. Vazquez and correspondence W Atterbury re review of documents.

02/28/2020 L300 David A. Rosenzweig 0.40 1055 $422.00Meeting with T McCormack, V Corder. R Ball and F Vazquez re strategy for meeting with Kroger.

02/28/2020 L300 Francisco Vazquez 0.20 860 $172.00 Conference with J. Giannini regarding credit agreement review.02/28/2020 L300 Francisco Vazquez 0.10 860 $86.00 Conference with D. Rosenzweig regarding credit agreement review.02/28/2020 L300 Robin Ball 0.30 940 $282.00 Emails with V. Corder, et al. re documents, status of Kroger response.02/28/2020 L300 Thomas J. McCormack 0.80 1055 $844.00 Review document info receipt issues from Kroger.02/28/2020 L300 Thomas J. McCormack 0.20 1055 $211.00 Comment on draft email to Weil re: documents.02/28/2020 L300 Victoria Corder 0.70 855 $598.50 Assemble documents for internal team to review.02/28/2020 L300 Victoria Corder 0.40 855 $342.00 Telephone call with L. Toro at Province re: documents produced by debtors.02/28/2020 L300 Victoria Corder 2.20 855 $1,881.00 Review documents produced by Debtors.

02/28/2020 L300 Victoria Corder 0.30 855 $256.50Conference with T. McCormack, D. Rosenzweig, R. Ball and F. Vazquez re: following up with requests to Kroger.

02/28/2020 L300 Victoria Corder 0.90 855 $769.50Email Weil (Kroger) to follow up with our document request email and inform them of the status of our review of Debtors documents.

Total L300 79.00 $71,429.00

TOTAL 181.20 $168,350.00


EXHIBIT B

Expense Detail

DATE AMOUNT NARRATIVE

02/21/20 $27.05 Meal while working late (Victoria Corder)

02/21/20 $44.00 Taxi to office (Tom McCormack)

TOTAL: 71.05


WBD (US) 48894487v1

CERTIFICATE OF SERVICE

I, Christopher A. Lewis, certify that I am not less than 18 years of age, and that on March 20, 2020, a copy of the foregoing document was electronically filed by CM/ECF, and I caused copies to be served upon the following persons via U.S. first-class mail, postage fully pre-paid:

LUCKY’S MARKET PARENT COMPANY, LLC, ET AL. Attn: Andrew T. Pillari, CFO 6328 Monarch Park Place, Suite 100 Niwot, Colorado 80503 POLSINELLI P.C. Attn: Christopher A. Ward 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 POLSINELLI P.C. Attn: Liz Boydston 2950 N. Harwood, Suite 2100 Dallas, Texas 75201 WEIL, GOTSHAL & MANGES LLP Attn: Garrett A. Fail and Moshe A. Fink 767 Fifth Avenue New York, New York 10153-0119 RICHARDS, LAYTON & FINGER, P.A. Attn: Zachary I. Shapiro and Brett M. Haywood 920 North King Street Wilmington, Delaware 19801 UNITED STATES TRUSTEE FOR THE DISTRICT OF DELAWARE Attn: Timothy Jay Fox, Jr. J. Caleb Boggs Federal Building 844 N. King Street, Suite 2207 Lockbox 35 Wilmington, Delaware 19801

Under penalty of perjury, I declare that the foregoing is true and correct. Dated: March 20, 2020 /s/ Christopher A. Lewis

Christopher A. Lewis


in the united states bankruptcy court for the … · 2020-03-20 · in the united states bankruptcy...

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