special texas counsel for the debtor and debtor-in …

1 4821-7887-7638.3

Holland N. O’Neil (TX 14864700) FOLEY & LARDNER LLP 2021 McKinney Avenue, Suite 1600 Dallas, Texas 75201 Telephone: 214-999-4961 Email: [email protected]

SPECIAL TEXAS COUNSEL FOR THE DEBTOR AND DEBTOR-IN-POSSESSION

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

HIGHLAND CAPITAL MANAGEMENT, L.P.,1

Debtor.

§ § § § § § § § §

Chapter 11

Case No. 19-34054-sgj11

Objection deadline: August 27, 2020 at 5:00 p.m. (CT)Hearing Date: September 10, 2020 at 1:30 p.m. (CT)

SECOND INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF FOLEY & LARDNER LLP2 AS SPECIAL

TEXAS COUNSEL TO THE DEBTOR FOR THE PERIOD FROM APRIL 1, 2020 THROUGH JULY 31, 2020

Name of Applicant: Foley & Lardner LLP

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

Date of Retention: March 11, 2020, Nunc Pro Tunc to the Petition Date

Period for which Compensation and Reimbursement is sought:

April 1, 2020 through July 31, 2020

Total Fees Allowed by Interim Order to Date: $387,672.083

Total Expenses Allowed by Interim Order to Date: $10,455.04

Total Allowed Fees Paid to Date: $387,672.08

1 The Debtor’s last four digits of its taxpayer identification number are (6725). The headquarters and service address for the above-captioned Debtor is 300 Crescent Court, Suite 700, Dallas, TX 75201. 2 On April 1, 2020, Foley Gardere officially became “Foley & Lardner LLP.” 3 See Order Granting First Interim Application for Compensation and Reimbursement of Expenses of Foley & Lardner LLP as Special Texas Counsel to the Debtor for the Period from October 16, 2019 through March 31, 2020 [Dkt. No. 670] authorizing interim payment of 80% of fees, with a holdback of the remaining 20%.

Case 19-34054-sgj11 Doc 924 Filed 08/06/20 Entered 08/06/20 12:53:48 of 16

mailto:[email protected]

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1934054200806000000000003

Docket #0924 Date Filed: 08/06/2020

2 4821-7887-7638.3

Total Allowed Expenses Paid to Date: $10,455.04

Blended Hourly Rate in this Application for All Timekeepers:

$710.84

Amount of Fees sought as actual, reasonable and necessary:

$87,931.00

Amount of Expense Reimbursement sought as actual, reasonable, and necessary:

$833.49

Number of Professionals Included in this Application

5

Are any rates higher than those approved or disclosed at retention? If yes, calculate and disclose the total compensation sought in this application using the rates originally disclosed in the retention application.

No

Date of Application: August 6, 2020

Interim or Final: Interim

This is a: monthly interim final application.

PRIOR MONTHLY APPLICATIONS FILED

Date Filed Period Covered Requested

Fees Requested Expenses

Approved Fees

Approved Expenses

03/20/2020 (Amendment) 10/16/19 – 11/30/19 $84,194.00 $3,458.87 Interim 80%

Interim Approval

03/20/2020 (Amendment) 12/01/19 – 12/31/19 $143,328.50 $2,808.29 Interim 80%

Interim Approval

03/20/2020 01/01/20 – 01/31/20 $88,520.60 $2,180.35 Interim 80% Interim

Approval

03/20/2020 02/01/20 – 02/29/20 $86,276.50 $1,994.83 Interim 80% Interim

Approval

04/28/2020 03/01/20 – 03/31/20 $82,270.50 $12.70 Interim 80% Interim

Approval

06/16/2020 4/01/20 – 4/30/20 $32,602.50 $0.00 Interim 80% Interim

Approval

06/18/2020 5/01/20 – 5/01/20 $27,822.00 $489.80 Interim 80% Interim

Approval

07/22/2020 06/01/20 – 06/31/20 $21,242.00 $343.69 Pending Pending

08/6/2020 07/01/20 – 07/31/20 $6,264.50 $0.00 Pending Pending


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FOLEY PROFESSIONALS

Name of Professional

Person

Initials of Professional Person or Other Reference

ID Used in the Application for the Professional Person

Position of the Applicant, Number of Years in that Position,

Prior Relevant Experience, Year of Obtaining License to

Practice, Area of Expertise

Hourly Billing Rates4 Total Hours Billed

Total Compensation

O'Neil, Holland N. HNO

Partner 1995; Member TX Bar 1987;

Bankruptcy $1,080 64.70 $69,876.00

Bales, Melina T. MTB

Associate 2017 Member TX Bar 2018

Bankruptcy $470 12.60 $5,922.00

Mohan, Timothy C. TCM

Associate 2014 Member CO Bar 2017

Bankruptcy $645 0.60 $387.00

Shanks, Emily F. EFS

Associate 2019 Member TX Bar 2019

Litigation $420 3.00 $1,260.00

Harrison, Janelle C. JCH Paralegal 2019 $245 42.80 $10,486.00

Grand Total: $87,931.00Total Hours: 123.70Blended Rate: $710.84

Summary of Compensation Requested by Project Category5

Task Code

Project Categories Total Hours Total Fees

B110 Case Administration 20.00 $11,914.00 B160 Fee/Employment Applications 53.40 $34,219.00 B190 Other Contested Matters 16.30 $14,412.00 B310 Claims Administration and Objections 2.40 $1,506.50 B430 Claims Administration/Review and Analyze 11.80 $9,694.00 B440 Adverse Proceedings/Appeals 19.80 $16,185.50

TOTAL 123.70 $87,931.00

4 These new billing rates took effect on February 1, 2020. 5 Detailed time entries concerning the services rendered by Foley may be found in the redacted invoices attached hereto as Exhibit A, which are fully incorporated herein by reference.


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Summary of Expense Reimbursement Requested by Category

Expense Category Total Expenses Depositions/Transcripts, Exams $205.70 Electronic Legal Research Services $572.90 Shipping Charges $12.54 Transcripts $42.35

$ 833.49


1 4821-7887-7638.3




DALLAS DIVISION

In re:


Debtor.

§ § § § § §

Chapter 11

Case No. 19-34054-sgj11

SECOND INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF FOLEY & LARDNER LLP2 AS SPECIAL


Pursuant to sections 330 and 331 of Title 11 of the United States Code (the “Bankruptcy

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

Rules”), and the Delaware Court’s Order Establishing Procedures for Interim Compensation and

Reimbursement of Expenses of Professionals, entered on November 14, 2019 [DE Doc. No. 136,

TX Doc. No. 141] (the “Administrative Order”), Foley & Lardner LLP (“Foley” or the “Firm”),

Special Texas counsel for the above-captioned debtor and debtor in possession (the “Debtor”)

hereby submits its Second Interim Application for Compensation and for Reimbursement of

1 The Debtor’s last four digits of its taxpayer identification number are (6725). The headquarters and service address for the above-captioned Debtor is 300 Crescent Court, Suite 700, Dallas, TX 75201. 2 On April 1, 2020, Foley Gardere officially became “Foley & Lardner LLP.”



2 4821-7887-7638.3

Expenses of Foley & Lardner LLP as Special Texas Counsel to the Debtor for the Period from

April 1, 2020 through July 31, 2020 (the “Second Interim Fee Application”).

By this Second Interim Fee Application and in accordance with the Administrative Order,

Foley seeks interim allowance of fees in the amount of $87,931.00 and actual and necessary

expenses in the amount of $833.49 for a total allowance of $88,764.49 for the period of April 1,

2020 through and including July 31, 2020 (the “Second Interim Period”). In support of this

Second Interim Fee Application, Foley respectfully represents as follows:

JURISDICTION

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

1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court

pursuant to 28 U.S.C. §§ 1408 and 1409. The predicates for the relief requested herein are 11

U.S.C. §§ 330 and 331, Federal Rule of Bankruptcy Procedure 2016(a), the Local Rules of the

United States Bankruptcy Court for the Northern District of Texas (the “Local Rules”), and the

Court’s Administrative Order.

BACKGROUND

2. On October 16, 2019 (the “Petition Date”), the Debtor filed its voluntary petition

for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the

District of Delaware (the “Delaware Court”). The Debtor has continued in the possession of its

property and has continued to operate and manage its business as a debtor in possession pursuant

to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed

in this chapter 11 case.

3. On October 29, 2019, the Office of the United States Trustee (the “U.S. Trustee”)

for the District of Delaware filed its Notice of Appointment of Committee of Unsecured Creditors

[Docket No. 65] (the “Committee”).


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4. On November 14, 2019, the Delaware Court signed the Administrative Order,

authorizing certain professionals and members of any official committee (“Professionals”) to

submit monthly applications for interim compensation and reimbursement for expenses, pursuant

to the procedures specified therein. Beginning with the period ending December 31, 2019, and at

three-month intervals or such other intervals convenient to the Court, each Professional shall file

and serve an interim application for allowance of the amounts sought in its monthly fee

applications for that period. All fees and expenses paid are on an interim basis until final allowance

by the Court.

5. On October 29, 2019, the Debtor filed its Application for an Order Authorizing the

Retention and Employment of Foley Gardere, Foley & Lardner LLP as Special Texas Counsel,

Nunc Pro Tunc to the Petition Date on October 29, 2019 [DE Doc. No. 69, TX Doc. No. 68] (the

“Foley Employment Application”), seeking approval nunc pro tunc to the Petition Date.

6. The hearing on the Foley Employment Application was originally set for December

2, 2019 in the Delaware court; however, the Delaware court ordered the case transferred to the

Northern District of Texas on such date and deferred ruling on the Foley Employment Application.

7. On December 4, 2019, the Delaware Court entered an order transferring venue of

this case from the District of Delaware to the Northern District of Texas [Docket No. 1084].

8. The hearing on the Foley Employment Application was then reset to January 21,

2020. However, on January 17, 2020, a joint motion was filed by the Debtor and the Committee

to continue the hearing on the Foley Employment Application [Docket No. 370], and a subsequent

order was entered the same day [Docket No. 371].

9. The hearing on the Foley Employment Application was again reset and

subsequently heard on February 19, 2020.


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10. On March 11, 2020, the Court entered the Order Authorizing the Retention and

Employment of Foley Gardere, Foley & Lardner LLP as Special Texas Counsel, Nunc Pro Tunc

to the Petition Date [Docket No. 513] (the “Foley Employment Order”).

MONTHLY FEE APPLICATIONS DURING SECOND INTERIM PERIOD

11. Pursuant to the Administrative Order, the Second Interim Fee Application is

required to include a brief description of the monthly fee statements that are the subject of the

Second Interim Fee Application.

12. With respect to this Second Interim Fee Application, during the Second Interim

Period, Foley filed and served monthly fee statements setting forth the fees and expenses incurred

during each applicable monthly period. Foley has been paid a total of $48,829.40 on the monthly

fee statements in the Second Interim Period. The fees and expenses incurred in each monthly

period are as follows:

Monthly Fee Statements Fees ExpensesTotal

Compensation Amount

Paid

Remaining Outstanding

Balance

Sixth Monthly Fee Application

(April 1-30, 2020)3$32,602.50 $0.00 $32,602.50 $26,082.00 $6,520.50

Seventh Monthly Fee Application

(May 1-31, 2020)4$27,822.00 $489.80 $28,311.80 $22,747.40 $5,564.40

Eighth Monthly Fee Application

(June 1-30, 2020)5$21,242.00 $343.69 $21,585.69 $0.00 $21,585.69

Ninth Monthly Fee Application

(July 1-31, 2020)6$6,264.50 $0.00 $6,264.50 $0.00 $6,264.50

3 Dkt. No. 751. 4 Dkt. No. 762. 5 Dkt. No. 884. 6 Dkt. No. 922.


5 4821-7887-7638.3

Monthly Fee Statements Fees ExpensesTotal

Compensation Amount

Paid

Remaining Outstanding

Balance

Total Monthly Fee Statement Amounts from Second Interim Period:

$87,931.00 $833.49 $88,764.49 $48,829.40 $39,935.09

FOLEY’S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

13. The services for which Foley requests compensation are related to advising the

Debtor in connection with all aspects of the bankruptcy proceedings, In re Acis Capital

Management, L.P. and Acis Capital Management GP, LLC, jointly administered under Case No.

18-30264-SGJ-11 in the United States Bankruptcy Court for the Northern District of Texas, Dallas

Division (the “Acis Proceedings”), where Foley has been representing the Debtor since April 2018,

and performing the range of services as described in the Foley Employment Application. There is

no agreement or understanding between Foley and any other person other than the partners of

Foley for the sharing of compensation to be received for services rendered in this case.

Fee Statements

14. The fee statements for the Second Interim Period are attached hereto as Exhibit A.

These statements contain daily time logs describing the time spent by each attorney and

paraprofessional during the Second Interim Period. The fee statements have been redacted to

protect privileged information. To the best of Foley’s knowledge, this Second Interim Fee

Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules

and the Administrative Order. Foley is particularly sensitive to issues of “lumping” and, unless

time was spent in one time frame on a variety of different matters for a particular client, separate

time entries are set forth in the time reports. Foley’s charges for its professional services are based


6 4821-7887-7638.3

upon the time, nature, extent and value of such services and the cost of comparable services other

than in a case under the Bankruptcy Code.

Actual and Necessary Expenses

15. A summary of actual and necessary expenses incurred by Foley on behalf of the

Debtor for the Second Interim Period is attached hereto as part of Exhibit A. Foley customarily

charges $0.15 per page for photocopying expenses and faxes are billed at $.50 per page.

16. Foley bills its clients for conference calls using an “800” number service at $.035

per minute per participant.

17. With respect to providers of on-line legal research services (e.g., LEXIS and

WESTLAW), Foley charges the standard usage rates these providers charge for computerized legal

research. Foley bills its clients the actual amounts charged by such services, with no premium.

Any volume discount received by Foley is passed on to the client.

18. Foley believes the foregoing rates are the market rates that the majority of law firms

charge clients for such services. In addition, Foley believes that such charges are in accordance

with the American Bar Association’s (“ABA”) guidelines, as set forth in the ABA’s Statement of

Principles, dated January 12, 1995, regarding billing for disbursements and other charges.

Summary of Services by Project

19. The services rendered by Foley during the Second Interim Period can be grouped

into the categories set forth below. Foley attempted to place the services provided in the category

that best relates to such services. However, because certain services may relate to one or more

categories, services pertaining to one category may in fact be included in another category. These

services performed, by categories, are generally described below, with a more detailed

identification of the actual services provided set forth on the invoices attached as Exhibit A.


7 4821-7887-7638.3

Exhibit A identifies the attorneys and paraprofessionals who rendered services relating to each

category, along with the number of hours for each individual and the total compensation sought

for each category.

A. Adverse Proceedings/Appeals

20. Time billed to this category relates to the Acis Proceedings, both the Acis

bankruptcy proceeding and the related pending adversary proceeding. During the Second Interim

Period, the Firm addressed any matters related to issues stemming from the pending bankruptcy

proceeding of Acis, including Acis’ post-confirmation business operations and lack of financial

disclosures, as well as the filing of a Stay Motion and an Abatement Motion by Acis. The total

fees and hours of professional services during the Second Interim Period in this category are

provided in the table below:

Timekeeper Hours Amount Bales, Melina Tabibian 5.10 $2,397.00 Harrison, Janelle C. 2.50 $612.50 O’Neil, Holland N. 12.20 $13,176.00

19.80 $16,185.50

B. Case Administration

21. Time billed to this category relates to work regarding general matters and

monitoring of actions in this bankruptcy proceeding as may impact the Acis Proceedings. During

the Second Interim Period, the Firm has given the Debtor’s bankruptcy counsel insight into various

matters as requested and/or responded to inquiries by the Independent Board. The total fees and

hours of professional services during the Second Interim Period in this category are provided in

the table below:

Timekeeper Hours Amount Harrison, Janelle C. 11.60 $2,842.00 O’Neil, Holland N. 8.40 $9,072.00

20.00 $11,914.00


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C. Claims Administration/Review and Analyze and Objections

22. Time billed to this category relates to review and analysis of claims and potential

objections to claims. During the Second Interim Period, the Firm has reviewed and analyzed the

claims filed by Acis in this proceeding and advised Debtor’s bankruptcy counsel in relation to

potential objections to Acis’ claim. The total fees and hours of professional services during the

Second Interim Period in this category are provided in the table below:

Timekeeper Hours Amount Bales, Melina Tabibian 5.00 $2,350.00 Harrison, Janelle C. 1.30 $318.50 O’Neil, Holland N. 7.90 $8,532.00

14.20 $11,200.50

D. Fee/Employment Applications

23. Time billed to this category relates to preparation of employment and fee

applications for Foley and analysis of objections and comments related thereto. During the Second

Interim Period, Foley prepared and filed their sixth, seventh and eighth monthly fee statements as

well as their first interim fee application. Foley also addressed and resolved objections to their

monthly fee statements and first interim fee application. The total fees and hours of professional

services during the Second Interim Period in this category are provided in the table below:

Timekeeper Hours Amount Bales, Melina Tabibian 2.50 $1,175.00 Harrison, Janelle C. 25.00 $6,125.00 Mohan, Timothy C. 0.60 $387.00 O’Neil, Holland N. 24.10 $26,028.00 Shanks, Emily F. 1.20 $504.00

53.40 $34,219.00

E. Other Contested Matters

24. Time billed to this category relates to advising the Debtor in relation to adverse

pleadings filed in the Acis Proceedings and responses thereto. The total fees and hours of


9 4821-7887-7638.3

professional services during the Second Interim Period in this category are provided in the table

below:

Timekeeper Hours Amount Harrison, Janelle C. 2.40 $588.00 O’Neil, Holland N. 12.10 $13,068.00 Shanks, Emily F. 1.80 $756.00

16.30 $14,412.00

F. Billings related to Appeals

25. Due to COVID-19, the Fifth Circuit appeals were effectively abated then

rescheduled then abated again until further notice. During the Second Interim Period, a de

minimus amount of $2,093.50 in fees was billed to Neutra related to the Fifth Circuit appeals and

a de minimis amount of $342.50 was billed to the Debtor’s estate related to the pending appeals.

Valuation of Services

26. Attorneys and paraprofessionals of Foley expended a total 123.70 hours in

connection with their representation of the Debtor as Special Texas Counsel during the Second

Interim Period.

27. The nature of work performed by these persons is fully set forth in the invoices that

are Exhibit A attached hereto. These are Foley’s normal hourly rates for work of this character.

The reasonable value of the services rendered by Foley for the Debtor during the Second Interim

Period is $87,931.00.

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

it is respectfully submitted that the amount requested by Foley is fair and reasonable given (a) the

complexity of this case, (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


10 4821-7887-7638.3

the Bankruptcy Code. Moreover, Foley has reviewed the requirements of the Administrative Order

and the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses

by Attorneys in Large Chapter 11 Cases, effective November 1, 2013 (the “Guidelines”) and

believes that this Second Interim Fee Application complies with such Administrative Order and

Guidelines.

WHEREFORE, Foley respectfully requests that the Court enter an order, substantially in

the form attached hereto as Exhibit B, (a) approving the Second Interim Fee Application; (b)

allowing Foley compensation for professional services to the Debtor during the Second Interim

Period in the amount of $87,931.00; (c) awarding Foley reimbursement of expenses during the

Second Interim Period in the amount of $833.49, for a total allowance of $88,764.49; and (d)

granting such other further relief as the Court may deem just and proper.

Dated: August 6, 2020

FOLEY & LARDNER LLP

/s/ Holland N. O’Neil Holland N. O’Neil (TX 14864700) 2021 McKinney Avenue, Suite 1600 Dallas, Texas 75201 Telephone: 214-999-4961 Email: [email protected]




11 4821-7887-7638.3




DALLAS DIVISION

In re:


Debtor.

§ § § § § §

Chapter 11

Case No. 19-34054-sgj11

CERTIFICATION OF HOLLAND N. O’NEIL

Holland N. O’Neil, under penalty of perjury, certifies as follows:

1. I am a partner with the law firm of Foley & Lardner LLP (“Foley”).8 I make this

certification in accordance with Appendix F of the Local Bankruptcy Rules of the United States

Bankruptcy Court for the Northern District of Texas (“Appendix F”) regarding the contents of

applications for compensation and expenses.

2. I have read the Second Interim Application for Compensation and for

Reimbursement of Expenses of Foley & Lardner LLP as Special Texas Counsel to the Debtor for

the Period from April 1, 2020 through July 31, 2020 (the “Second Interim Fee Application”).

7 The Debtor’s last four digits of its taxpayer identification number are (6725). The headquarters and service address for the above-captioned Debtor is 300 Crescent Court, Suite 700, Dallas, TX 75201. 8 On April 1, 2020, Foley Gardere officially became “Foley & Lardner LLP.”



12 4821-7887-7638.3

3. Pursuant to section I.G of Appendix F, I hereby certify to the best of my knowledge,

information and belief, formed after reasonable inquiry, that (a) the compensation and expense

reimbursement sought is in conformity with Appendix F, except as specifically noted in the Second

Interim Fee Application and (b) the compensation and expense reimbursement requested are billed

at rates in accordance with practices no less favorable than those customarily employed by the

applicant and generally accepted by the applicant’s clients.

4. I have reviewed the requirements of the Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses by Attorneys in Large Chapter 11 Cases, effective

November 1, 2013 (the “Guidelines”) and I believe that the Second Interim Fee Application

complies with the Guidelines.

Dated: August 6, 2020

/s/ Holland N. O’Neil Holland N. O’Neil


Exhibit A

Case 19-34054-sgj11 Doc 924-1 Filed 08/06/20 Entered 08/06/20 12:53:48 Page 1 of 26

FOLEY & LARDNER LLP2021 MCKINNEY AVENUESUITE 1600DALLAS, TEXAS 75201TELEPHONE (214) 999-3000FACSIMILE (214) 999-4667 WWW.FOLEY.COM

Please reference your account number 118712-0102 and your invoice number 50015924 with your remittance payable to Foley & Lardner LLP. Payment is due promptly upon receipt of our invoice.

Federal Employer Number: 39-0473800

Highland Capital Management, L.P.300 Crescent Court, Ste. 700*these invoices are emailed by assistant*Dallas, TX 75201

Date: May 13, 2020Our Ref. No.: 118712-0102

Statement of Account

Outstanding Invoices:

Date Invoice No. Amount Credits Balance11/11/2019 40285522 ($19,324.80)12/20/2019 40309102 ($36,750.07)01/24/2020 40316807 ($47,575.81)02/29/2020 40327742 ($69,753.23)03/13/2020 40341797 ($45,724.64)04/22/2020 50000662

$24,156.00$45,072.87$58,767.69$86,646.45$56,667.94$20,573.70 ($16,461.10)

$4,831.20 $8,322.80

$11,191.88$16,893.22$10,943.30 $4,112.60

Total Balance Outstanding: $56,295.00

Current Invoice:

Date Invoice No. Amount Credits Balance05/13/2020 50015924 $32,602.50 $0.00 $32,602.50

Total Amount Due: $88,897.50

Redacted



Please reference your account number 118712-0102 and your invoice number 50015924 with your remittance payable to Foley & Lardner LLP. Payment is due promptly upon receipt of our invoice.



Date: May 13, 2020Invoice No.: 50015924Our Ref. No.: 118712-0102

Services through April 30, 2020

Amount due for professional services rendered regarding $32,602.50Special Texas Counsel

Amount Due: $32,602.50


Highland Capital Management L.P.Our Ref. No.: 118712-0102Invoice No.: 50015924

Page 2Foley & Lardner LLP

May 13, 2020

Professional Services Detail

B110 - Case Administration

Date Attorney/Description Hours04/02/20 H. O'Neil (HNO) 0.40

Telephone conference with Greg Demo regarding status on various matters and exchange of emails with J. Pomerantz regarding Acis request on lift stay.

04/08/20 J. Harrison (JCH) 1.00Download and circulate recently filed pleadings (.5); calendar hearing on first interim fee apps (.5).

04/13/20 H. O'Neil (HNO) 0.60Review and respond to information request from S. Vitiello and confer with Janelle Harrison regarding same (.3); review of incoming claim objection filed in the Acis case regarding Stinson Leonard (.3).

04/14/20 H. O'Neil (HNO) 0.30Emails with Greg Demo regarding status conference issues.

04/16/20 H. O'Neil (HNO) 0.30Emails from and to Greg Demo.

04/29/20 J. Harrison (JCH) 1.20Download recently filed pleadings (.5); calendar hearing date for omnibus fee apps (.2); call to Clerk's office regarding Clerk's correspondence related to Foley Second Monthly Fee App (.5).

B160 - Fee/Employment Applications

Date Attorney/Description Hours04/07/20 J. Harrison (JCH) 0.80

Review of Foley invoices for March, 2020 time.

04/09/20 H. O'Neil (HNO) 0.40Emails with Janelle Harrison regarding fee application issues and emails with Greg Demo regarding same.

04/09/20 J. Harrison (JCH) 1.70Review Interim Comp Order related to parties entitled to objecting to fee statements and interim payments if objections are filed to fee statements (1.2); email to H. O'Neil regarding same (.5).




May 13, 2020

04/10/20 H. O'Neil (HNO) 1.10

Review and respond to questions from Sidley regarding fee applications and confer with PSZJ regarding same (.4); review draft of pleading sent from Sidley and comment to same with email agreement on extension of objection date (.4); brief review of objection filed by Acis and confer with Ms. Bales regarding same (.3).

04/11/20 H. O'Neil (HNO) 2.70Review of Objection to fee applications filed by Acis and assess same and pull information requested by Sidley (2.0); emails with PSZJ regarding review and same and transmission to Sidley (.3); emails with Ms. Bales regarding objection and pulling base data (.4).

04/11/20 M. Bales (MTB) 2.50Review Acis' Objection of Foley's Applications for Compensation and provide H. O'Neil Summary of the same.

04/12/20 H. O'Neil (HNO) 0.80Address objections to fee applications.

04/13/20 H. O'Neil (HNO) 0.80Emails with Mr. Demo regarding responding to requests from the UCC on fees (.2); review of information from Janelle Harrison regarding objections filed by Acis (.4); emails with Sidley regarding extension of objection deadline (.2).

04/13/20 J. Harrison (JCH) 1.60Review filed monthly fee apps for time related to Winstead appeal and calculate fees per H. O'Neil (.8); prepare breakdown of same by specific tasks (.8).

04/14/20 H. O'Neil (HNO) 1.20Emails with Greg Demo regarding responding to Sidley on fees (.3); emails with Janelle Harrison regarding same and to prepare summary (.4); emails with Sidley regarding fee explanation (.4); followup with Mr. Demo (.1).

04/14/20 J. Harrison (JCH) 1.20Prepare chart with Foley's four filed monthly fee apps, amounts requested and interim payment amounts (1.0); send same to H. O'Neil (.2).

04/20/20 J. Harrison (JCH) 0.50Prepare draft Foley Fifth monthly fee app.

04/24/20 H. O'Neil (HNO) 1.00Finalize the Interim Fee Application and email regarding status (.5); extended discussion with J. Nelms regarding status (.5).




May 13, 2020

04/26/20 H. O'Neil (HNO) 1.50

Fee Applications.

04/27/20 H. O'Neil (HNO) 2.20Fifth Fee Application (1.1); First Interim Fee Application (1.1).

04/27/20 J. Harrison (JCH) 3.70Revisions to Foley Fifth Monthly Fee App (1.2); extensive revisions to finalize Foley First Interim Fee App (2.5).

04/28/20 H. O'Neil (HNO) 2.10Finalize the first Interim Fee Application and the Fifth Monthly Fee Application (1.5); emails with Janelle Harrison regarding same and regarding exhibits (.4); emails with PSZJ regarding same (.2).

04/28/20 J. Harrison (JCH) 2.50Prepare proposed order for Foley First Interim Fee app (.5); revisions to Foley Fifth Monthly and First Interim Fee Apps per H. O'Neil edits (1.2); file Foley Fifth Monthly and First Interim Fee Apps (.8).

B440 - Adverse Proceedings


Review and respond to emails from S. Vitiello regarding PSZJ analysis of the Acis adversary proceeding (.3); proceed to review and analyze same to provide comments (3.5).

04/11/20 H. O'Neil (HNO) 2.20Review of Complaint filed in the Acis case regarding various Highland individual employees and emails with client, PSZJ and Mark Maloney regarding same.

04/12/20 M. Bales (MTB) 2.00Analyze complaint and prepare summary to provide to H. O'Neil regarding the same.

04/13/20 M. Bales (MTB) 3.10Finalize and send H.O'Neil summary of complaint Acis filed.

04/15/20 H. O'Neil (HNO) 0.60Review and respond to inquiry from client regarding scope of




May 13, 2020

04/15/20 J. Harrison (JCH) 0.70

Review Acis Plan and Confirmation Order for references to the Plan Injunction per request of H. O'Neil (.5); email excerpts and highlighted portions to H. O'Neil (.2).

04/20/20 H. O'Neil (HNO) 1.50Review of Acis Stay Motion related to pursuit of claims for alleged violation of Acis Plan Injunction.

Professional Services Summary

Task Code Task Description Hours AmountB110 B110 - Case Administration 3.80 2,267.00B160 B160 - Fee/Employment Applications 28.30 19,019.00B440 B440 - Adverse Proceedings 13.90 11,316.50Totals 46.00 $32,602.50


Highland Capital Management L.P.Invoice No.: 50015924

Foley & Lardner LLPMay 13, 2020


Service Provider Initials Title Hours Rate AmountMelina Tabibian Bales MTB Associate 7.60 $470.00 $3,572.00Janelle C. Harrison JCH Paralegal 14.90 $245.00 $3,650.50Holland N. O'Neil HNO Partner 23.50 $1,080.00 $25,380.00Totals 46.00 $32,602.50



Please reference your account number 118712 and your invoice number 50036708 with your remittance payable to Foley & Lardner LLP. Payment is due promptly upon receipt of our invoice.



Date: June 17, 2020Invoice No.: 50036708

Services through May 31, 2020

Summary of Services

Our Ref. Description Services Expenses Total

118712-0102 Special Texas Counsel $27,822.00 $489.80 $28,311.80

Totals: $27,822.00 $489.80 $28,311.80



23994

Redacted

Highland Capital Management L.P.Our Ref. No.: 118712-0102Invoice No.: 50036708Special Texas Counsel


June 17, 2020




Telephone conference with J.P. Sevilla and Stephanie Vitiello to discuss Acis' issues related to

(.5); commence review of Acis' Plan terms related to same (.6).

05/15/20 J. Harrison (JCH) 0.50Calendar upcoming hearing date.

05/22/20 J. Harrison (JCH) 0.80Prepare index and electronic binder for May 26, 2020 hearing.

05/26/20 J. Harrison (JCH) 1.00Calendar updated deadlines (.5); prepare and submit request for portion of hearing transcript (.5).

05/28/20 H. O'Neil (HNO) 0.90Conference call with J.P. Sevilla and S. Vitiello to discuss preparation for Acis Status Conference (.5); emails with Acis counsel regarding requested information (.4).



Numerous redactions to Foley's invoices in LEDES format for submission to U.S. Trustee's office.

05/05/20 J. Harrison (JCH) 0.70Finalize redactions to LEDES format files for submission to U.S. Trustee's office (.5); email to K. Rust at U.S. Trustee's office regarding redaction of LEDES files (.2).

05/06/20 J. Harrison (JCH) 0.70Email from K. Rust at U.S. Trustee's office requesting LEDES data for Foley invoices (.2); email to K. Rust sending same (.5).

05/13/20 J. Harrison (JCH) 1.20Prepare draft of Foley's Sixth monthly fee app.




June 17, 2020

05/18/20 H. O'Neil (HNO) 0.40Exchange of emails with Ms. Lambert regarding propriety of redacting fee invoices to protect attorney-client privilege.

05/19/20 H. O'Neil (HNO) 1.40Emails with Ms. Lambert regarding agreement as to the Foley Fee Application (.5); emails with Debtor's counsel and Ms. Lambert (.5); review of objection to fee application filed by Acis and brief review of exhibits (.4).

05/20/20 H. O'Neil (HNO) 0.60Telephone conference with Jamie O'Neill regarding fee application hearing preparation (.3); review of exhibits received from Winstead (.3).

05/21/20 H. O'Neil (HNO) 0.70Review of objections to fee application and confer with PSZJ regarding same (.4); review of draft of W&E list and emails regarding same (.3).

05/22/20 E. Shanks (EFS) 1.00Research and analyze case law and guidelines regarding objections to fee applications due to redactions of privileged information.

05/22/20 H. O'Neil (HNO) 1.50Work on resolution of Objections and draft and negotiate form of Agreed Order (.8); myriad of emails regarding same (.7).

05/22/20 T. Mohan (TCM) 0.60Research regarding fee issues (.4); correspond with Foley working group regarding same (.2).

05/24/20 E. Shanks (EFS) 0.20Review Department of Justice guidelines for assessing and objecting to fee applications and correspond with H. O'Neil regarding the same.

05/24/20 H. O'Neil (HNO) 1.10Emails to resolve fee application objections and revise agreed order.

05/25/20 H. O'Neil (HNO) 2.00Work on resolving objections and hearing preparation.

05/26/20 H. O'Neil (HNO) 0.80Preparation for and attend fee application hearing and followup regarding entry of order.




June 17, 2020

05/26/20 J. Harrison (JCH) 0.80

Prepare spreadsheet showing payment allocations to outstanding invoices.

B430 - Claims Administration/Review and Analyze


Review and respond to request for information from J.P. Sevilla and Katie Irving related to Acis QORs (.6); Commence review of draft

of the Acis entities per the client's request (1.0).

05/06/20 H. O'Neil (HNO) 5.20Telephone conference with client personnel to discuss

(.5); confer with Melina Bales regarding preparation of a letter regarding same (.2); review and modifications to same and provide to client for review (.5); review and respond to additional emails received from client regarding the issues (.4); review and respond to emails from Katie Irving requesting additional information (.3); Extensive review of draft objection to

and send email to J.P. Sevilla and Stephanie Vitiello regarding same (3.3).

05/06/20 M. Bales (MTB) 5.00Analyze the issue of and prepare memo regarding the same.



Extensive analysis of the Acis Plan and Confirmation Order to address the issues raised by the clients as to expenses.

05/17/20 H. O'Neil (HNO) 1.10Complete review of documents to address the client's issue on post-confirmation business operation of Acis.

05/18/20 H. O'Neil (HNO) 0.50Reconvene for conference call with J.P. Sevilla and Stephanie Vitiello on the Acis business operations issues.




June 17, 2020


Task Code Task Description Hours AmountB110 B110 - Case Administration 4.30 2,723.50B160 B160 - Fee/Employment Applications 16.20 11,516.50B430 B430 - Claims Administration/Review and

Analyze11.80 9,694.00

B440 B440 - Adverse Proceedings 3.60 3,888.00Totals 35.90 $27,822.00

Expenses Incurred

Description AmountElectronic Legal Research Services $489.80Expenses Incurred Total $489.80

Certain services and expenses, which involve payments made to third parties, include an additional charge based upon our internal costs with respect to those services and expenses.

Matter Total: $28,311.80



Foley & Lardner LLPJune 17, 2020


Service Provider Initials Title Hours Rate AmountEmily F. Shanks EFS Associate 1.20 $420.00 $504.00Melina Tabibian Bales MTB Associate 5.00 $470.00 $2,350.00Timothy C. Mohan TCM Associate 0.60 $645.00 $387.00Janelle C. Harrison JCH Paralegal 8.20 $245.00 $2,009.00Holland N. O'Neil HNO Partner 20.90 $1,080.00 $22,572.00Totals 35.90 $27,822.00






Date: July 16, 2020Invoice No.: 50050426

Services through June 30, 2020

Summary of Services



Totals: $21,242.00 $343.69 $21,585.69





July 16, 2020




Download and circulate numerous pleadings filed in the Acis BK case (.5); request transcript of Acis Status Conference (.2).

06/04/20 H. O'Neil (HNO) 0.50Edits to draft letter to send to Acis and emails with Leventon and Demo regarding same.

06/10/20 H. O'Neil (HNO) 1.10Modifications to letter to Ms. Patel and Mr. Shaw and circulate to client and PSZJ for comment and dispatch same.

06/12/20 H. O'Neil (HNO) 0.80Gather information requested by Greg Demo related to Acis.

06/15/20 H. O'Neil (HNO) 0.40Review of email received from counsel for Acis and relay to PSZJ for further direction from the Board(.4).

06/15/20 J. Harrison (JCH) 0.90Download recently filed pleadings (.5); calendar upcoming hearing date (.4).

06/24/20 J. Harrison (JCH) 0.70Download recently filed pleadings (.5); calendar hearings related to same (.2).

06/26/20 J. Harrison (JCH) 0.50Download and circulate recently filed pleadings.

06/29/20 J. Harrison (JCH) 0.20Download and circulate pleadings filed in Acis bankruptcy.

06/30/20 J. Harrison (JCH) 0.20Download and circulate pleadings filed in Acis bankruptcy matter.




July 16, 2020



Review and finalize on monthly fee applications (x2).

06/15/20 J. Harrison (JCH) 0.50Revisions to Foley Sixth Monthly Fee App.

06/16/20 J. Harrison (JCH) 1.60Finalize and file Foley's Sixth Monthly Fee App (.8); prepare draft of Foley's Seventh Monthly Fee App (.8).

06/16/20 J. Harrison (JCH) 0.50Calendar objection deadline to Foley's Sixth monthly fee app (.2); calendar upcoming hearing date (.3).

06/17/20 H. O'Neil (HNO) 0.80Review & revise Seventh Monthly Fee Application.

06/17/20 J. Harrison (JCH) 0.80Revisions to Foley's Seventh Monthly Fee App. (.5); correspondence with H. O'Neil regarding same (.3).

06/18/20 J. Harrison (JCH) 0.30File Foley's Seventh Monthly Fee Statement.

06/18/20 J. Harrison (JCH) 0.20Calendar objection deadline to Foley's Seventh Monthly Fee Statement.

06/30/20 J. Harrison (JCH) 0.50Email correspondence with C. Ecker at the Court in response to a Clerk's correspondence filed requesting an order for Foley's first interim fee app.




July 16, 2020

B190 - Other Contested Matters (excluding assumption/rejecti


Review of email received from R. Patel regarding response to information requested prior to the status conference and intent to file a 107 Motion (.3); emails with PSZJ regarding same and next steps (.4); address preparation for the 6/3 status conference (.5).

06/02/20 E. Shanks (EFS) 1.80Research and analyze debtor's obligation to file quarterly operating reports post-confirmation and the genesis for the need for quarterly operating reports (1.5); draft research findings and correspond with H. O'Neil regarding the same (.3).

06/02/20 H. O'Neil (HNO) 1.40Preparation for Acis Status Conference on 6/3, including emails and call with PSZJ and call with counsel for HCLOF.

06/03/20 H. O'Neil (HNO) 3.10Conference call with Greg Demo regarding preparation for status conference (.5); brief review of MOR filed in the Acis GP case (.1); brief review of the 107 motion filed by Acis (.3); further preparation for and participate in Acis Status Conference and followup regarding same (1.9); debrief with client (.3).

06/09/20 J. Harrison (JCH) 0.40Email from H. O'Neil regarding deadline for motion filed in Acis bankruptcy case (.2); calendar objection deadline to Acis' motion to seal documents (.2).

06/17/20 H. O'Neil (HNO) 1.30Telephone conference with counsel for HCLOF regarding 107 motion and other matters (.8); emails with PSZJ regarding same and regarding response to 107 motion (.5).

06/18/20 H. O'Neil (HNO) 0.50Review and comment on draft of Objection to the Acis' 107 Motion and emails with PSZJ regarding same.

06/19/20 H. O'Neil (HNO) 2.10Provide specific edits to the Objection to the Acis' 107 motion and emails with G. Demo regarding same (1.0); conference call with counsel for HCLOF and HCM in-house team to discuss status and the 107 motion (.8); follow-up telephone conference with Greg Demo (.3).




July 16, 2020

06/22/20 H. O'Neil (HNO) 0.50

Emails from and to Greg Demo regarding finalizing on draft of the objection to the Acis' 107 motion (.3); address situation with Acis' withdrawal of the motion and various emails regarding same (.2).

06/23/20 H. O'Neil (HNO) 0.40Telephone conference with Greg Demo to discuss status and emails with Jamie O'Neill regarding issues with objection deadlines (.4).

06/23/20 J. Harrison (JCH) 0.50Email correspondence with Debtor's counsel regarding objection deadlines.

06/25/20 H. O'Neil (HNO) 0.40Review and assess revised filing of M/Seal QORs filed by Acis.

06/25/20 J. Harrison (JCH) 1.00Download and circulate recently filed pleadings in Acis bankruptcy matter (.8); calendar objection deadline to Acis Motion to File Redacted QOR's (.2).

06/26/20 H. O'Neil (HNO) 0.80Emails with Greg Demo regarding new motion filed by Acis (.4); address modifications from prior 107 motion and emails regarding same (.4).

06/26/20 J. Harrison (JCH) 0.50Minor revisions to Highland's response to Acis' motion to file redacted QOR's.

06/29/20 H. O'Neil (HNO) 0.40Review and respond to latest draft of Objection to the Acis seal motion and confer with Mr. Demo regarding same.


Task Code Task Description Hours AmountB110 B110 - Case Administration 6.00 3,808.00B160 B160 - Fee/Employment Applications 6.20 3,022.00B190 B190 - Other Contested Matters (excluding

assumption/rejecti16.30 14,412.00

Totals 28.50 $21,242.00




July 16, 2020

Expenses Incurred

Description AmountDepositions / Transcripts, Exams $205.70Electronic Legal Research Services $83.10Shipping Charges $12.54Transcripts $42.35Expenses Incurred Total $343.69

Certain services and expenses, which involve payments made to third parties, include an additional charge based upon our internal costs with respect to those services and expenses.




Foley & Lardner LLPJuly 16, 2020


Service Provider Initials Title Hours Rate AmountEmily F. Shanks EFS Associate 1.80 $420.00 $756.00Janelle C. Harrison JCH Paralegal 10.00 $245.00 $2,450.00Holland N. O'Neil HNO Partner 16.70 $1,080.00 $18,036.00Totals 28.50 $21,242.00






Date: August 5, 2020Invoice No.: 50063328

Services through July 31, 2020

Summary of Services



Totals: $6,264.50 $0.00 $6,264.50





August 05, 2020




Calendar omnibus hearing date.

07/07/20 H. O'Neil (HNO) 1.40Review and respond to emails from G. Demo regarding information request (.6); work with Janelle Harrison regarding same (.2); review of followup emails and respond to same (.2); review of email from Winstead with subpoena and coordinate with Mr. Demo regarding same (.4).

07/09/20 H. O'Neil (HNO) 0.30Review of incoming pleadings and email with Mr. Demo regarding same.


07/10/20 J. Harrison (JCH) 0.70Download and circulate pleadings filed in Acis-related adversary and Highland bankruptcy (.5); calendar related deadlines (.2).

07/15/20 J. Harrison (JCH) 0.80Download and circulate numerous recently filed pleadings.

07/16/20 J. Harrison (JCH) 0.70Download and circulate recently filed pleadings (.5); calendar omnibus hearing date (.2).

07/17/20 H. O'Neil (HNO) 0.30Emails and telephone conference with Jamie O'Neill regarding claims objection issues.

07/17/20 J. Harrison (JCH) 0.50Download and circulate recently filed pleadings (.3); calendar upcoming hearing (.2).





August 05, 2020

07/22/20 J. Harrison (JCH) 0.40

Download recently filed pleadings (.2); calendar status conference regarding Debtor's objection to Acis' claim (.2).



Prepare Certification of No Objection for Foley Seventh Monthly Fee App (.2); file Certifications of No Objection for Foley Sixth and Seventh Monthly Fee Apps (.5).

07/17/20 J. Harrison (JCH) 0.80Prepare Foley's Eighth Monthly Fee Statement.

07/21/20 J. Harrison (JCH) 0.70Finalize Foley Eighth monthly fee app (.5); email correspondence with H. O'Neil regarding review of same (.2).

07/22/20 J. Harrison (JCH) 0.50File Foley Eighth Monthly Fee App (.3); calendar related objection deadline (.2).

B310 - Claims Administration and Objections


Telephone conference with J.P. Sevilla regarding HCM's proof of claim in the Acis bankruptcy case.

07/13/20 H. O'Neil (HNO) 0.80Review of objections filed to the Acis POC in the HCM bankruptcy (.3); emails with Independent Board members (.2); emails with Jamie O'Neill with PSZJ regarding claim objections deadlines (.3).

07/13/20 J. Harrison (JCH) 0.50Email correspondence with J. O'Neill regarding claim objections.




August 05, 2020

07/14/20 J. Harrison (JCH) 0.80

Email correspondence with J. O'Neill regarding procedures related to claim objections.



Email correspondence with G. Demo regarding pleadings filed in Acis-related adversary proceedings (.5); download pleadings filed in Acis-related adversaries and send zip files of pleadings (.8) follow up correspondence with G. Demo and H. O'Neil regarding Acis-related state court cases (.5).

07/10/20 H. O'Neil (HNO) 0.50Exchange of emails with counsel for HCLOF (.3); review of Abatement Motion filed by Acis (.2).


Task Code Task Description Hours AmountB110 B110 - Case Administration 5.90 3,115.50B160 B160 - Fee/Employment Applications 2.70 661.50B310 B310 - Claims Administration and Objections 2.40 1,506.50B440 B440 - Adverse Proceedings 2.30 981.00Totals 13.30 $6,264.50




Foley & Lardner LLPAugust 05, 2020


Service Provider Initials Title Hours Rate AmountJanelle C. Harrison JCH Paralegal 9.70 $245.00 $2,376.50Holland N. O'Neil HNO Partner 3.60 $1,080.00 $3,888.00Totals 13.30 $6,264.50


4852-7743-0982.2

Exhibit B


1 4852-7743-0982.2


DALLAS DIVISION

In re:


Debtor.

§ § § § § §

Chapter 11

Case No. 19-34054-sgj11

ORDER GRANTING SECOND INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF FOLEY & LARDNER LLP2 AS SPECIAL


CAME ON FOR CONSIDERATION the Second Interim Application for Compensation

and Reimbursement of Expenses of Foley & Lardner LLP as Special Texas Counsel to the Debtor

for the Period from April 1, 2020 through July 31, 2020 (the “Application”)3 of Foley & Lardner

LLP (“Foley”) for allowance of compensation for professional services rendered in the above-

1 The Debtor’s last four digits of its taxpayer identification number are (6725). The headquarters and service address for the above-captioned Debtor is 300 Crescent Court, Suite 700, Dallas, TX 75201. 2 On April 1, 2020, Foley Gardere officially became “Foley & Lardner LLP.” 3 Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Application.


2 4852-7743-0982.2

captioned Chapter 11 Case during the period from April 1, 2020 through and including July 31,

2020 (the “Second Interim Period”).

It is HEREBY ORDERED THAT:

1. Foley is granted interim allowance of fees in the amount of $87,931.00 for the

Second Interim Period.

2. Foley is granted interim allowance of reimbursement for expenses incurred in the

amount of $833.49 for the Second Interim Period.

3. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Order.

### End of Order ###


special texas counsel for the debtor and debtor-in …

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