united states bankruptcy court central district of ... · bank name: wells fargo bank bank acct...

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UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

LOS ANGELES DIVISION

In re:

ZETTA JET USA, INC., a California corporation,

Debtor.

In re:

ZETTA JET PTE, LTD., a Singaporean corporation,

Debtor.

☒ Affects Both Debtors

Affects Zetta Jet USA, Inc., a California corporation, only

□ Affects Zetta Jet PTE, Ltd., a Singaporean corporation, only

Lead Case No.: 2:17-bk-21386-SK Chapter 7

Jointly Administered With: Case No.: 2:17-bk-21387-SK

FIRST INTERIM FEE APPLICATION OF SEABURY CORPORATE FINANCE LLC AND SEABURY SECURITIES LLC AS FINANCIAL ADVISOR FOR THE PERIOD FROM DECEMBER 4, 2017, THROUGH JANUARY 31, 2020

Hearing: Date: June 17, 2020 Time: 10:00 a.m. (PDT) Place: Courtroom 1575

255 East Temple Street Los Angeles, CA 90012

To: The Notice Parties

Name of Applicants:

Authorized to Provide Professional Services to:

Date of Retention:

Period for which compensation and reimbursement are sought:

Amount of compensation sought as actual, reasonable, and necessary:

Amount of expense reimbursement sought as actual, reasonable, and necessary:

Seabury Corporate Finance LLC; Seabury Securities LLC

Jonathan D. King, solely in his capacity as the duly appointed chapter 7 trustee

December 1, 2017, nunc pro tunc to October 5, 20171

December 4, 2017 through January 31, 2020

$405,377.50

$6,870.13

This is a(n): _____ monthly __ X___ interim ____ Final application

1 On December 1, 2017, the Court entered the Order Granting Chapter 7 Trustee’s Application to Employ Seabury Corporate Finance LLC and Seabury Securities LLC as Interim Financial Advisor Pursuant to Sections 327(a) and 328 of the Bankruptcy Code, Bankruptcy Rules 2014 and 6003, and Local Bankruptcy Rule 2014-1, Nunc Pro Tunc to December 4, 2017 [Docket No. 568] (the “Retention Order”).

Case 2:17-bk-21386-SK Doc 1240 Filed 05/20/20 Entered 05/20/20 16:36:40 DescMain Document of 4

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Seabury Corporate Finance LLC and Seabury Securities LLC (collectively “Seabury” or “the

Applicants”), as financial advisor for Jonathan D. King (the “Trustee”), solely in his capacity as Chapter

7 Trustee for Zetta Jet USA, Inc. and Zetta Jet PTE, Ltd., (“Zetta PTE” and, together with Zetta Jet

USA Inc., the “Debtors”), hereby submit their First Interim Fee Application (the “Application”) for

allowance and payment of compensation for professional services rendered and for reimbursement of

actual and necessary expenses incurred for the period commencing December 4, 2017 through January

31, 2020 (the “Fee Period”). The Applicants incorporate by reference the narrative history of this matter

contained in, and the declaration of Jonathan D. King attached to, the First Interim Application of DLA

Piper for Allowance of Compensation for Services Rendered and for Reimbursement of Expenses as

Counsel to the Chapter 7 Trustee for the Period from December 4, 2017 Through January 31, 2020

[Docket No. 1219], filed on April 21, 2020.

By this Application, the Applicants request interim allowance and payment of $405,377.50 as

compensation for professional services rendered to the Trustee during the Fee Period (subject to a 20%

holdback) and allowance and payment of $6,870.13 as reimbursement for actual and necessary expenses

incurred by the Applicants during the Fee Period.

Attached hereto as Exhibit A is the name of each professional who performed services for the

Trustee in connection with these Chapter 11 Cases during the Fee Period covered by this Application,

including the name and position of each professional, cumulative hours worked by project, hourly billing

rates for the hourly compensation and the corresponding compensation requested for each project.

Attached hereto as Exhibit B is a summary of hours and fees for each of the services covered by this

Application during the Fee Period. Attached hereto as Exhibit C is a summary listing of all expenses by

category. Attached hereto as Exhibit D is the detail time descriptions including the activity description,

time, and billing rate associated with each activity. Attached as Exhibit E is a declaration filed on behalf

of the Trustee indicating that the Trustee has reviewed this Application and has no objection to it.

As the Trustee’s financial advisor, the Applicants have provided general financial advisory

services and other supplemental services to assist the Trustee. The Applicants have provided numerous

services to assist the Trustee and at the instruction of his Counsel. Below is a summary of the various

services provided, which include but are not limited to:


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assist in the wind down of the Company’s business;

assist in the collection and disposition of assets pursuant to chapter 7;

analyze the Company’s liquidity position and prepare budgets and cash flow analysis as required

by the Chapter 7 Trustee;

assist the Chapter 7 Trustee in the return of aircraft to lenders and/or lessors; and

provide testimony and other investigatory services as needed to support the Chapter 7 Trustee.

This Application includes details of the services provided by the Applicants for the Trustee,

including, in each instance, the identity of the professionals involved in the provision of such services,

the dates of service, the time expended, and a brief description of the services sought. The services

detailed above were reasonable and necessary in order for the Applicants to perform their duties and

obligations for the Trustee and this Court.

Section 331 of the Bankruptcy Code provides for interim compensation of professionals and

incorporates the substantive standards of Section 330 of the Bankruptcy Code to govern the Court's

award of such compensation. 11 U.S.C. § 331. Section 330 provides that, subject to Section 328 of the

Bankruptcy Code, a Court may award a professional employed under Section 327 of the Bankruptcy

Code "reasonable compensation for actual, necessary services rendered and reimbursement for actual,

necessary expenses."

The Retention Order approved the Applicants’ compensation and expense reimbursement

pursuant to section 328 of the Bankruptcy Code, subject to the terms of the Retention Order.

Accordingly, compensation is sought subject to the standard of review set forth in Section 328 of the

Bankruptcy Code, and not the standard set forth in Section 330, but subject to the terms of the Retention

Order.

In rendering these services, the Applicants have made every effort to maximize the benefit for

the Trustee and to work with other professionals employed in the case to avoid duplication of effort. The

Applicants believe that the level of services rendered to achieve the results obtained for the benefit of

the Chapter 7 Trustee was reasonable in light of the number and complexity of the issues involved in

this case at the time the services were rendered. The Applicants judiciously allocated responsibilities to

minimize possible duplication of effort.


EXHIBIT A

(List of Professionals)

Case 2:17-bk-21386-SK Doc 1240-1 Filed 05/20/20 Entered 05/20/20 16:36:40 Desc Exhibit A Page 1 of 2

Name Position Hours Rate Fees

Michael Cox Managing Director 86.10 $1,200.00 $ 103,320.00David Fowkes Managing Director 11.00 1,050.00 11,550.00Michael Mason Principal Director 255.00 825.00 210,375.00Alexander McKenzie Executive Director 28.20 950.00 26,790.00Kenneth Raff Executive Director 6.00 950.00 5,700.00Michael Oestreich Vice President 20.90 675.00 14,107.50Justas Gumbrevicius Senior Principal 70.60 475.00 $33,535.00TOTAL 477.80 $405,377.5

Case 2:17-bk-21386-SK Doc 1240-1 Filed 05/20/20 Entered 05/20/20 16:36:40 Desc Exhibit A Page 2 of 2

EXHIBIT B

(Summary of Fees by Service)

Case 2:17-bk-21386-SK Doc 1240-2 Filed 05/20/20 Entered 05/20/20 16:36:40 Desc Exhibit B Page 1 of 2

Task Hours Fees

Asset Analysis and Recovery 82.6 $ 73,602.50Asset Disposition 10.4 8,580.00Assumption/Rejection of Leases and Contracts 5.3 4,372.50Avoidance Action Analysis 3.5 4,200.00Business Operations 62.8 52,185.00Business Plan 32.2 34,527.50Case Administration 94.5 61,232.50Claims 36.6 31,365.00Employee Benefits/Pensions 19.6 16,170.00Fee Application 0.6 $20.00Financing 9.5 9,025.00Litigation & Contested Matters 89.8 85,867.50Travel 30.4 23,530.00TOTAL: 477.8 $405,377.30

Case 2:17-bk-21386-SK Doc 1240-2 Filed 05/20/20 Entered 05/20/20 16:36:40 Desc Exhibit B Page 2 of 2

EXHIBIT C

(Summary of Expenses)

Case 2:17-bk-21386-SK Doc 1240-3 Filed 05/20/20 Entered 05/20/20 16:36:40 Desc Exhibit C Page 1 of 2

Expenses Cost

Airfare/Business Travel $ 2,227.19Hotel 1,860.09Meal Cost 1,218.09Parking Costs 15.00Per Diem 187.00Taxi/Ride Share 1,362.76TOTAL: $6,870.13

Case 2:17-bk-21386-SK Doc 1240-3 Filed 05/20/20 Entered 05/20/20 16:36:40 Desc Exhibit C Page 2 of 2

EXHIBIT D

(Time and Expense Records)

Case 2:17-bk-21386-SK Doc 1240-4 Filed 05/20/20 Entered 05/20/20 16:36:40 Desc Exhibit D Page 1 of 12

INVOICE

Seabury Corporate Finance LLC

INVOICE #: SCF1078DATE: 02/13/2020TERMS: IMMEDIATE

DUE DATE: 02/13/2020PO:

CURRENCY: USD

1350 Avenue of the Americas New York, New York 10019United States

CUSTOMER ID: C-0133Project #: 1535

BILL TO:

Zetta Jet USA Inc10676 Sherman WayBurbank, CA 91505

DESCRIPTION AMOUNT

Strategic ConsultingMichael Cox - Managing Director(86.10 hours @ $1,200.00/hr)

$103,320.00

Strategic ConsultingDavid Fowkes - Managing Director(11.00 hours @ $1,050.00/hr)

$11,550.00

Strategic ConsultingMichael Mason - Principal Director(255 hours @ $825.00/hr)

$210,375.00

Strategic ConsultingAlexander McKenzie - Executive Director(28.20 hours @ $950.00/hr)

$26,790.00

Strategic ConsultingKenneth Raff - Executive Director(6 hours @ $950.00/hr)

$5,700.00

Strategic ConsultingMichael Oestrich - Vice President(20.9 hours @ $675.00/hr)

$14,107.50

Strategic ConsultingJustas Gumbrevicius - Senior Principal(70.6 hours @ $425.00/hr)

$33,535.00

SUBTOTAL $405,377.50VAT $0.00

VAT-NR $0.00TOTAL $405,377.50


Payment DetailsCompany Name: Seabury Corporate Finance LLCBank Name: Wells Fargo BankBank Acct Number: 4165854738WIRE Routing Number: 121000248Swift Code: WFBIUS6S

Remit to:Seabury Corporate Finance LLC

222 South 9th St, Suite 490Minneapolis, MN 55402


EXHIBIT E

(King Declaration)

Case 2:17-bk-21386-SK Doc 1240-5 Filed 05/20/20 Entered 05/20/20 16:36:40 Desc Exhibit E Page 1 of 3

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ROBBIN L. ITKIN (SBN 117105)[email protected] PIPER LLP (US)2000 Avenue of the StarsSuite 400 North TowerLos Angeles, California 90067-4704 Tel: (310) 595-3000 Fax: (310) 595-3300

JOHN K. LYONS (Pro Hac Vice) [email protected] S. TOROSIAN (Pro Hac Vice) [email protected] A. [email protected] PIPER LLP (US)444 West Lake Street, Suite 900Chicago, Illinois 60606-0089 Tel: (312) 368-4000 Fax: (312) 236-7516

Attorneys for Jonathan D. King as Chapter 7 Trustee

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

LOS ANGELES DIVISION

In re:

ZETTA JET USA, INC., a California corporation,

Debtor.

Lead Case No.: 2:17-bk-21386-SK

Chapter 7

Jointly Administered With: Case No.: 2:17-bk-21387-SK

DECLARATION AND CERTIFICATION OF JONATHAN D. KING

In re:

ZETTA JET PTE, LTD., a Singaporean corporation,

Debtor.

I, Jonathan D. King, under the penalty of perjury, certify as follows:

1. I am the duly-appointed chapter 7 trustee for the above-captioned bankruptcy estates.

2. I have reviewed the First Interim Fee Application of Seabury of Seabury Corporate

Finance LLC and Seabury Securities LLC as Financial Advisor for the Period from December 4, 2017,

through January 31, 2020 (the “Application”), including the Fee Statements attached as Exhibit D to the

Application.

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

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 (the “Guidelines”), and I


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