Case 16-11247-KJC Doc 106 Filed 06/29/16 Page 1 of 12 ... · Healthcare Holdings, LLC, Sears...

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UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

DEBTORS’ APPLICATION FOR AN ORDER AUTHORIZING THEEMPLOYMENT AND RETENTION OF DLA PIPER LLP (US) AS COUNSEL

TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

The above-captioned debtors (collectively, the “Debtors”) hereby apply to the Court for

entry of an order pursuant to sections 327(a) and 329(a) of title 11 of the United States Code (the

“Bankruptcy Code”), Rules 2014(a), 2016(b) and 6003 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”) and Rules 2014-1 and 2016-1 of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”), and consistent with the Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases, issued by the Executive Office of the United States Trustee (the “US

Trustee Guidelines”) authorizing the Debtors to retain and employ DLA Piper LLP (US) (“DLA

Piper” or the “Firm”) as counsel, nunc pro tunc to May 20, 2016 (the “Petition Date”). In

support of this application (the “Application”), the Debtors (i) submit (a) the Declaration of

Thomas R. Califano (the “Califano Declaration”), a copy of which is attached hereto as Exhibit

1 The Debtors in these Chapter 11 cases, together with the last four digits of each Debtor’s federal tax identificationnumber are as follows: Intervention Energy Holdings, LLC (8131); and Intervention Energy, LLC (8131). Themailing address for the Debtors, solely for purposes of notices and communications, is: 475 17th Street, Suite 1040,Denver, CO 80202.

In re:

INTERVENTION ENERGYHOLDINGS, LLC., et al.,

Debtors.1

Chapter 11

Case No. 16-11247(KJC)

(Jointly Administered)

Hearing Date: July 26, 2016 at 10:00 a.m. (ET)Objection Deadline: July 13, 2016 at 4:00 p.m. (ET)

Case 16-11247-KJC Doc 106 Filed 06/29/16 of 12

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A and incorporated herein by reference, and (b) the Declaration of John R. Zimmerman (the

“Zimmerman Declaration”), a copy of which is attached hereto as Exhibit B and incorporated

herein by reference; (ii) incorporate the statements contained in the First Day Declaration (as

defined below) filed on the Petition Date; and (iii) further respectfully represent as follows:

JURISDICTION AND VENUE

1. This court (the “Court”) has jurisdiction to consider this matter pursuant to 28

U.S.C. § 1334 and the Amended Standing Order of Reference from the United States District

Court for the District of Delaware dated as of February 29, 2012. This matter is a core

proceeding within the meaning of 28 U.S.C. § 157(b)(2). The Debtors consent, pursuant to

Local Rule 9013-1(f), to the entry of a final judgment or order with respect to this Application, if

it is determined that the Court would lack Article III jurisdiction to enter such final order or

judgment absent consent of the parties.

2. Venue of this proceeding and this Application is proper in this district pursuant to

28 U.S.C. §§ 1408 and 1409.

3. The statutory bases for the relief requested herein are sections 327(a) and 329(a)

of the Bankruptcy Code, Bankruptcy Rules 2014(a), 2016(b) and 6003, and Local Rules 2014-1

and 2016-1.

BACKGROUND

4. On the Petition Date, each of the Debtors filed with this Court voluntary petitions

for relief under the Bankruptcy Code.

5. The Debtors continue to operate their businesses and manage their properties as

debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request

for the appointment of a trustee or examiner has been made in these chapter 11 cases (the


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“Chapter 11 Cases”). These Chapter 11 Cases are being jointly administered for procedural

purposes only pursuant to Bankruptcy Rule 1015(b).

6. Additional factual background regarding the Debtors, including their business

operations, their capital and debt structure, and the events leading to the filing of these Chapter

11 Cases, is set forth in more detail in the Declaration of John R. Zimmerman in Support of

Chapter 11 Petitions and First Day Motions [Docket No. 11] (the “First Day Declaration”), filed

on the Petition Date.

RELIEF REQUESTED

7. Pursuant to sections 327(a), 328(a) and 329(a) of the Bankruptcy Code,

Bankruptcy Rules 2014(a), 2016(b) and 6003 and Local Rules 2014-1 and 2016-1, the Debtors

hereby seek the entry of an order authorizing them to retain and employ DLA Piper as counsel in

these Chapter 11 Cases to represent the Debtors in all aspects of their reorganization, nunc pro

tunc to the Petition Date in accordance with the provisions of the Engagement Agreement, dated

as of May 19, 2016, a copy of which is attached hereto as Exhibit C (the “Engagement

Agreement”), this Application, and the proposed order attached hereto as Exhibit D. In support

of this Application, the Debtors submit the Califano Declaration.

DLA PIPER’S QUALIFICATIONS

8. DLA Piper is particularly qualified to serve as Debtors’ counsel in these Chapter

11 Cases. DLA Piper, including its international affiliates, is one of the largest law firms in the

world, with a national and international practice, and has substantial experience in virtually all

aspects of the law that may arise in these Chapter 11 Cases. In particular, DLA Piper has

extensive bankruptcy and restructuring, international insolvency, corporate, employee benefits,

environmental, finance, intellectual property, labor and employment, litigation, real estate,

securities and tax expertise.


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9. DLA Piper’s restructuring group provides an array of services to assist financially

distressed businesses and their creditors in maximizing values and ultimate recoveries in a broad

range of challenging circumstances. The restructuring group comprises more than 200 attorneys

practicing around the world. DLA Piper’s lawyers have played significant roles in many of the

largest and most complex cases under the Bankruptcy Code, including, among many others, the

chapter 11 cases of Abeinsa Holding Inc., Abengoa S.A., ALCO Stores Inc., Barnes Bay

Development, Capitol Lakes, Inc., City Sports, Inc., Contech LLC, Dana Corporation, Delia’s

Inc., Delta Air Lines Inc., East West Resort Development, Erickson Retirement Communities

LLC, Fairfield Residential LLC, Federated Department Stores, Imperial Home Décor Group

Inc., Imris, Inc., Kaiser Aluminum Corporation, Kmart Corporation, Loewen Group

International, Inc., Northwest Airlines Corporation, Orchard Supply Hardware Stores

Corporation, PJ Finance Company, Polaroid Corporation, PFF Bancorp, Inc., Restora

Healthcare Holdings, LLC, Sears Methodist Retirement System, Inc., SDI Solutions LLC, The

Clare at Water Tower, Trident Microsystems, Inc., Velti Inc., Virginia United Methodist Homes

of Williamsburg, and ZLOOP, Inc.

10. DLA Piper is also familiar with the Debtors’ business through DLA Piper’s

prepetition representations of the Debtors and their affiliates. In connection with various

prepetition matters, DLA Piper’s professionals have worked closely with the Debtors’

management and other professionals and, as a result, have become well acquainted with the

Debtors’ history, operations, capital structure and related matters. Further, DLA Piper has

assisted the Debtors in the development of strategic alternatives, as well as the development and

implementation of a strategic plan through the Petition Date. Accordingly, DLA Piper has


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developed substantial knowledge regarding the Debtors that will result in effective and efficient

services in these Chapter 11 Cases.

SERVICES TO BE PROVIDED

11. The Debtors anticipate that DLA Piper will render general legal services to the

Debtors as needed throughout the course of these Chapter 11 Cases, including, but not limited to,

bankruptcy, corporate, finance, and litigation advice. In particular, the Debtors anticipate that

DLA Piper will perform, among others, the following legal services:

(a) advising the Debtors of their rights, powers and duties as debtors anddebtors in possession while operating and managing their respectivebusinesses and properties under chapter 11 of the Bankruptcy Code;

(b) preparing on behalf of the Debtors all necessary and appropriateapplications, motions, proposed orders, other pleadings, notices, schedulesand other documents, and reviewing all financial and other reports to befiled in these Chapter 11 Cases;

(c) advising the Debtors concerning, and preparing responses to, applications,motions, other pleadings, notices and other papers that may be filed byother parties in these Chapter 11 Cases;

(d) advising the Debtors with respect to, and assisting in the negotiation anddocumentation of, financing agreements and related transactions;

(e) reviewing the nature and validity of any liens asserted against the Debtors’property and advising the Debtors concerning the enforceability of suchliens;

(f) advising the Debtors regarding their ability to initiate actions to collectand recover property for the benefit of their estates;

(g) advising and assisting the Debtors in connection with any potentialproperty dispositions;

(h) advising the Debtors concerning executory contract and unexpired leaseassumptions, assignments and rejections;

(i) advising the Debtors in connection with the formulation, negotiation andpromulgation of a plan or plans of reorganization, and related transactionaldocuments;


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(j) assisting the Debtors in reviewing, estimating and resolving claimsasserted against the Debtors’ estates;

(k) commencing and conducting litigation necessary and appropriate to assertrights held by the Debtors, protect assets of the Debtors’ chapter 11 estatesor otherwise further the goal of completing the Debtors’ successfulreorganization; and

(l) providing non-bankruptcy services for the Debtors to the extent requestedby the Debtors.

12. The Debtors require knowledgeable counsel to render these essential professional

services. As noted above, DLA Piper has substantial expertise in all of these areas. Moreover,

as also indicated above, DLA Piper has obtained valuable institutional knowledge of the

Debtors’ business and financial affairs through its representation of the Debtors prior to the

Petition Date. Accordingly, the Debtors respectfully submit that DLA Piper is well qualified to

perform these services and represent the Debtors’ interests in these Chapter 11 Cases.

PROFESSIONAL COMPENSATION

13. DLA Piper has provided and agrees to continue to provide assistance to the

Debtors in accordance with the terms and conditions set forth in the Application and the

Engagement Agreement.

14. On May 19, 2016, DLA Piper received a retainer in the amount of $250,000 (the

“Retainer”). A detailed description of the Debtors’ payment history to DLA Piper in the 90 days

prior to the Petition Date is set forth in the following table:


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Invoice Document Credit Description Date Fees/Costs Retainer Balance

Invoice 3238579(services 10/2015through 11/2015)–and–Invoice 3174357(services 12/2014through 7/2015)

Payment 3/10/2016 $831.732 $0

Invoice 3297517(services 12/2015through 3/2016)

5/12/2016 $10,747.00 $0

Retainer Deposit 5/19/2016 $250,000.00 $250,000.00

Payment 5/19/2016 $10,747.00 $250,000.00

Invoice 3300956(services 5/1/2016through 5/19, 2016)

5/19/2016 $85,263.00 $250,000.00

Payment 5/19/2016 $85,263.00 $250,000.00

15. In the 90 days prior to the Petition Date, DLA Piper did not receive any other

payments other than those described herein. As of the Petition Date, there are no outstanding

amounts owed by the Debtors to DLA Piper. DLA Piper requests that it be permitted to hold the

Retainer as a postpetition retainer to be applied against any amounts approved by the Court in

connection with any final fee application in these Chapter 11 Cases.

16. Pursuant to Bankruptcy Rule 2016(b), DLA Piper has not shared nor agreed to

share (a) any compensation it has received or may receive with another party or person, other

than with the partners, associates, and contract attorneys with DLA Piper or (b) any

compensation another person or party has received or may receive.

2 This payment was solely for expenses (not fees) with respect to the two invoices listed.


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17. Except for such sharing arrangements among DLA Piper, its affiliated law

practice entities, and their respective members, DLA Piper has no agreement with any other

entity to share any compensation received, nor will any be made, except as permitted pursuant to

Bankruptcy Code section 504(b)(1).

18. Subject to the Court’s approval of this Application, DLA Piper intends to

(a) charge for its legal services on an hourly basis in accordance with its ordinary and customary

hourly rates in effect on the date the services are rendered3 and (b) seek reimbursement of actual

and necessary out-of-pocket expenses. The names, positions and current hourly rates of the DLA

Piper lawyers and paraprofessionals currently expected to have primary responsibility for

providing services to the Debtors are set forth in the Califano Declaration.4 The rates disclosed

in the Califano Declaration are reasonable and compensating DLA Piper on an hourly basis is

consistent with section 328(a) of the Bankruptcy Code.

19. DLA Piper will maintain detailed, contemporaneous records of time and any

actual and necessary expenses incurred in connection with rendering the legal services described

above. DLA Piper intends to apply to the Court for compensation and reimbursement of

expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, the US Trustee Guidelines and pursuant to any additional procedures that

have been or may be established by the Court in these Chapter 11 Cases. DLA Piper has agreed

to accept as compensation such sums as may be allowed by the Court. DLA Piper understands

that interim and final fee awards are subject to approval by the Court.

3 The hourly rates charged by DLA Piper professionals differ based on, among other things, the professional’s levelof experience and the rates normally charged in the location of the office in which the professional is resident.

4 DLA Piper’s hourly rates may change from time to time in accordance with DLA Piper’s established billingpractices and procedures.


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DISCLOSURE CONCERNING CONFLICTS OF INTEREST

20. In reliance on the Califano Declaration, the Debtors believe that, except as set

forth in the Califano Declaration: (a) DLA Piper has no connection with the Debtors, their

creditors, the US Trustee for the District of Delaware, any person employed in the office of the

US Trustee or any other party with an actual or potential interest in these Chapter 11 Cases or

their respective attorneys or accountants; (b) DLA Piper is not a creditor, equity security holder

or insider of the Debtors; (c) DLA Piper is not and was not, within two years of the Petition

Date, a director, officer or employee of the Debtors; and (d) DLA Piper does not have an interest

adverse to the Debtors, their respective estates or any class of creditors or equity security holders

by reason of any direct or indirect relationship to, connection with or interest in the Debtors, or

for any other reason. Accordingly, the Debtors believe that DLA Piper is a “disinterested

person,” as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a)

of the Bankruptcy Code.

CAUSE EXISTS FOR APPROVAL OF DLA PIPER’SRETENTION NUNC PRO TUNC TO THE PETITION DATE

21. The Debtors seek entry of an order approving the relief requested by this

Application nunc pro tunc to the Petition Date. Cause exists in support of such request. As the

Court is well aware, the first several weeks of these Chapter 11 Cases were mired in litigation

and controversy concerning the Debtors’ authority to commence these Chapter 11 Cases and

reporting owing to the Office of the U.S. Trustee and EIG, the Secured Noteholders in these

Chapter 11 Cases. The Debtors are filing the Application as soon as practicable following the

commencement of these Chapter 11 Cases.


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STATEMENT REGARDING US TRUSTEE GUIDELINES

22. DLA Piper intends to apply for compensation for professional services rendered

and reimbursement of expenses incurred in connection with these Chapter 11 Cases in

compliance with applicable provisions of the Bankruptcy Code, Bankruptcy Rules, Local Rules,

and any other applicable procedures and orders of the Court. DLA Piper also intends to make a

reasonable effort to comply with the US Trustee’s requests for information and additional

disclosures as set forth in the US Trustee Guidelines, both in connection with this Application

and the interim and final fee applications to be filed by DLA Piper in these Chapter 11 Cases.5

23. The following information is provided in response to the request for additional

information set forth in Paragraph D.1 of the US Trustee Guidelines:

Question: Did you agree to any variations from, or alternatives to, yourstandard or customary billing arrangements for thisengagement?

Response: No. The hourly rates set forth in the Califano Declaration areconsistent with the rates that DLA Piper charges othercomparable chapter 11 clients, and the rate structureprovided by DLA Piper is appropriate and is not significantlydifferent from (a) the rates that DLA Piper charges in othernon-bankruptcy representations or (b) the rates of othercomparably skilled professionals for similar engagements.

Question: Do any of the professionals included in this engagement varytheir rate based on the geographic location of the bankruptcycase?

Response: No.

5Among other things, the new US Trustee Guidelines ask attorneys in larger chapter 11 cases to provide additionaldocumentation and make significant new disclosures in connection with their retention under section 327 andcompensation under section 330 of the Bankruptcy Code. As the new US Trustee Guidelines themselvesacknowledge, “the Guidelines do not supersede local rules, court orders, or other controlling authority,” and itremains to be seen how the new US Trustee Guidelines will be incorporated into larger chapter 11 cases. While theDebtors and DLA Piper intend to work cooperatively with the US Trustee, the Debtors and DLA Piper reserve allrights as to the relevance and substantive legal effect of the new US Trustee Guidelines in respect of any applicationfor employment or compensation in these cases.


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Question: If you represented the client in the 12 months prepetition,disclose your billing rates and material financial terms for theprepetition engagement, including any adjustments duringthe 12 months prepetition. If your billing rates and materialfinancial terms have changed postpetition, explain thedifference and the reasons for the difference.

Response: DLA Piper represented the client in the 12 monthsprepetition. During this time, DLA Piper charged theDebtors its standard rates. The material financial terms forthe prepetition engagement remained the same, as theengagement was on an hourly basis.

Question: Has your client approved your prospective budget andstaffing plan, and, if so for what budget period?

Response: The Debtors and DLA Piper expect to develop a prospectivebudget and staffing plan, recognizing that in the course oflarge chapter 11 cases, unforeseeable fees and expenses mayarise that will need to be addressed by the Debtors and DLAPiper.

NOTICE

24. Notice of this Application shall be provided to: (a) the Office of the United States

Trustee for the District of Delaware, (b) each of the Debtors’ largest unsecured creditors as

identified on their respective voluntary petitions, (c) counsel to EIG Management Company, as

administrative agent under the Note Purchase Agreement, dated as of January 6, 2012, (d) the

United States Attorney’s Office for the District of Delaware, (e) the Securities and Exchange

Commission, (f) the Internal Revenue Service, and (g) any such other party entitled to notice

pursuant to Bankruptcy Rule 2002 and Local Rule 2002-1(b). The Debtors respectfully submit

that no further notice of this Application is required.

NO PRIOR REQUEST

25. No previous request for the relief sought in this Application has been made to this

or any other court.


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NOTICE OF DEBTORS’ APPLICATION FOR AN ORDER AUTHORIZINGTHE EMPLOYMENT AND RETENTION OF DLA PIPER LLP (US) AS

COUNSEL TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

PLEASE TAKE NOTICE that on the date hereof, the above-captioned debtors(collectively, the “Debtors”) filed the Debtors’ Application for an Order Authorizing theEmployment and Retention of DLA Piper LLP (US) as Counsel to the Debtors Nunc Pro Tunc tothe Petition Date (the “Application”) with the United States Bankruptcy Court for the District ofDelaware (the “Bankruptcy Court”). A copy of the Application is being provided herewith andmay also be obtained by visiting http://omnimgt.com/InterventionEnergy/

PLEASE TAKE FURTHER NOTICE that any objection or other response to theApplication must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North MarketStreet, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by theundersigned counsel for the Debtors on or before July 13, 2016 at 4:00 p.m. (ET).

PLEASE TAKE FURTHER NOTICE that if a response is timely filed, served andreceived (the “Objection”), you or your attorney must attend the hearing on the Objectionscheduled to be held before The Honorable Kevin J. Carey at the Bankruptcy Court, 824 NorthMarket Street, 5th Floor, Courtroom #5, Wilmington, Delaware 19801, on July 26, 2016 at10:00 a.m. (ET).

1 The Debtors in these Chapter 11 cases, together with the last four digits of each Debtor’s federal tax identificationnumber, are as follows: Intervention Energy Holdings, LLC (8131); and Intervention Energy, LLC (8131). Themailing address for the Debtors, solely for purposes of notices and communications, is: 475 17th Street, Suite 1040,Denver, CO 80202.

In re:


Debtors.1

Chapter 11



Hearing Date: July 26, 2016 at 10:00 a.m. (ET)Objection Deadline: July 13, 2016 at 4:00 p.m. (ET)

Case 16-11247-KJC Doc 106-1 Filed 06/29/16 Page 1 of 2

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IF NO REPONSES TO THE APPLICATION ARE TIMELY FILED, SERVEDAND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCYCOURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICATIONWITHOUT FURTHER NOTICE OR HEARING.

Dated: June 29, 2016Wilmington, Delaware

Respectfully submitted,

DLA PIPER LLP (US)

/s/ Stuart M. BrownStuart M. Brown (DE 4050)1201 North Market Street, Suite 2100Wilmington, DE 19801Telephone: (302) 468-5700Facsimile: (302) 394-2341Email: [email protected]

-and-

Thomas R. Califano (admitted pro hac vice)Dienna Corrado (admitted pro hac vice)1251 Avenue of the AmericasNew York, New York 10020Telephone: (212) 335-4500Facsimile: (212) 335-4501Email: [email protected]

[email protected]

Proposed Attorneys for Debtors and Debtors inPossession


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EXHIBIT A

(Califano Declaration)


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DECLARATION OF THOMAS R. CALIFANO IN SUPPORT OF THEDEBTORS’ APPLICATION FOR AN ORDER AUTHORIZING THE

EMPLOYMENT AND RETENTION OF DLA PIPER LLP (US) AS COUNSELTO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

I, Thomas R. Califano, hereby declare that the following is true and correct to the best of

my knowledge, information, and belief:

1. I am a partner in the law firm of DLA Piper LLP (US) (“DLA Piper”), which

maintains offices for the practice of law at, among other places, 1251 Avenue of the Americas,

New York, New York 10020 and 1201 North Market Street, Suite 2100, Wilmington, Delaware

19801. I am an attorney at law, duly admitted in good standing to practice in the State of New

York.

2. I submit this declaration pursuant to Rule 2014(a) of the Federal Rules of

Bankruptcy Procedures (the “Bankruptcy Rules”) and Rule 2014-1(a) of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”) in support of the Debtors’ Application for an Order Authorizing

the Employment and Retention of DLA Piper LLP (US) as Counsel to the Debtors Nunc Pro


In re:


Debtors.1

Chapter 11




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Tunc to the Petition Date (the “Application”) filed contemporaneously herewith by the debtors in

the above-captioned chapter 11 cases (the “Debtors”).

3. The facts set forth in this declaration are based upon my personal knowledge,

discussions with other DLA Piper attorneys and the Firm’s client/matter records that were

reviewed by me or other DLA Piper attorneys acting under my supervision and direction. DLA

Piper, together with its international affiliates, currently employs approximately 1,400 lawyers in

the United States, 250 in Canada and 4,000 worldwide. To the extent any information disclosed

herein requires amendment or modification upon DLA Piper’s completion of further review or as

additional information becomes available, a supplemental declaration will be submitted to the

Court reflecting such amended or modified information. Capitalized terms not otherwise defined

herein shall have the meanings given to them in the Application.

4. DLA Piper is particularly well suited for the type of representation required by the

Debtors. DLA Piper is one of the largest law firms in the world, with a national and international

practice, and has substantial experience in virtually all aspects of the law that may arise in its role

in these Chapter 11 Cases. DLA Piper’s Finance and Restructuring Group provides an array of

services to assist financially distressed businesses and their creditors in maximizing values and

ultimate recoveries in a broad range of challenging circumstances. The group comprises more

than 200 attorneys practicing around the world. DLA Piper’s lawyers have played significant

roles in many of the largest and most complex cases under the Bankruptcy Code, including those

of Abeinsa Holding Inc., Abengoa S.A., ALCO Stores Inc., Barnes Bay Development, Capitol

Lakes, Inc., City Sports, Inc., Contech LLC, Dana Corporation, Delia’s Inc., Delta Air Lines

Inc., East West Resort Development, Erickson Retirement Communities LLC, Fairfield

Residential LLC, Federated Department Stores, Imperial Home Décor Group Inc., Imris, Inc.,


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Kaiser Aluminum Corporation, Kmart Corporation, Loewen Group International, Inc.,

Northwest Airlines Corporation, Orchard Supply Hardware Stores Corporation, PJ Finance

Company, Polaroid Corporation, PFF Bancorp, Inc., Restora Healthcare Holdings, LLC, Sears

Methodist Retirement System, Inc., SDI Solutions LLC, The Clare at Water Tower, Trident

Microsystems, Inc., Velti Inc., Virginia United Methodist Homes of Williamsburg, and ZLOOP,

Inc.

PROFESSIONAL COMPENSATION

5. DLA Piper has provided and agrees to continue to provide assistance to the

Debtors in accordance with the terms and conditions set forth in the Application and the

Engagement Agreement.

6. On May 19, 2016, DLA Piper received a retainer in the amount of $250,000 (the

“Retainer”). I have been advised by the Debtors that the prepetition retainer funding was paid by

and the source of such funds was the Debtors’ cash. A detailed description of the Debtors’

payment history to DLA Piper in the 90 days prior to the Petition Date is set forth in the

following table:

Invoice Document Credit Description Date Fees/Costs Retainer Balance

Invoice 3238579(services 10/2015through 11/2015)–and–Invoice 3174357(services 12/2014through 7/2015)

Payment 3/10/2016 $831.732 $0

Invoice 3297517(services 12/2015through 3/2016)

5/12/2016 $10,747.00 $0

2 This payment was solely for expenses (not fees) with respect to the two invoices listed.


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Retainer Deposit 5/19/2016 $250,000.00 $250,000.00

Payment 5/19/2016 $10,747.00 $250,000.00

Invoice 3300956(services 5/1/2016through 5/19, 2016)

5/19/2016 $85,263.00 $250,000.00

Payment 5/19/2016 $85,263.00 $250,000.00

7. In the 90 days prior to the Petition Date, DLA Piper did not receive any other

payments other than those described herein. As of the Petition Date, there are no outstanding

amounts owed by the Debtors to DLA Piper. DLA Piper requests that it be permitted to hold the

Retainer as a postpetition retainer to be applied against any amounts approved by the Court in

connection with any final fee application in these Chapter 11 Cases.

8. Pursuant to Bankruptcy Rule 2016(b), DLA Piper has not shared nor agreed to

share (a) any compensation it has received or may receive with another party or person, other

than with the partners, associates, and contract attorneys with DLA Piper or (b) any

compensation another person or party has received or may receive.

9. To the best of my knowledge and belief, insofar as I have been able to ascertain

after reasonably inquiry, neither I nor DLA Piper, nor any partner or associate thereof, has

received or been promised any compensation for legal services rendered or to be rendered in any

capacity in connection with the Debtors’ Chapter 11 Cases, other than as permitted by the

Bankruptcy Code.

10. Except for such sharing arrangements among DLA Piper, its affiliated law

practice entities, and their respective members, DLA Piper has no agreement with any other

entity to share any compensation received, nor will any be made, except as permitted pursuant to

Bankruptcy Code section 504(b)(1).


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11. Subject to the Court’s approval of this Application, DLA Piper intends to

(a) charge for its legal services on an hourly basis in accordance with its ordinary and customary

hourly rates in effect on the date the services are rendered3 and (b) seek reimbursement of actual

and necessary out-of-pocket expenses. The names, positions and current hourly rates of the DLA

Piper lawyers and paraprofessionals currently expected to have primary responsibility for

providing services to the Debtors are set forth in the Califano Declaration.4 The rates disclosed

in the Califano Declaration are reasonable and compensating DLA Piper on an hourly basis is

consistent with section 328(a) of the Bankruptcy Code.

12. DLA Piper will maintain detailed, contemporaneous records of time and any

actual and necessary expenses incurred in connection with rendering the legal services described

above. DLA Piper intends to apply to the Court for compensation and reimbursement of

expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, the US Trustee Guidelines and pursuant to any additional procedures that

have been or may be established by the Court in these Chapter 11 Cases. DLA Piper has agreed

to accept as compensation such sums as may be allowed by the Court. DLA Piper understands

that interim and final fee awards are subject to approval by the Court.

DLA PIPER’S DISCLOSURE PROCEDURES

13. DLA Piper has a large and diversified legal practice that encompasses the

representation of many financial institutions and commercial corporations. In preparing this

Declaration, I used a set of procedures (the “Firm Disclosure Procedures”) developed by DLA




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Piper to ensure compliance with the requirements of the Bankruptcy Code, the Bankruptcy

Rules, and the Local Rules regarding the retention of professionals. Pursuant to the Firm

Disclosure Procedures, I performed, or caused to be performed, the actions described below to

identify DLA Piper’s connections to parties in interest in these proceedings.

14. In preparing this Declaration, I submitted or caused to be submitted for review

under our regularly updated conflicts check system the names of various parties in interest in

these Chapter 11 Cases (collectively, the “Interested Parties”), as received from the Debtors. The

identities of the Interested Parties are set forth on Schedule 1 attached hereto and incorporated

herein by reference. The results of our conflicts check were compiled and analyzed by DLA

Piper attorneys acting under my supervision.

DLA PIPER’S CONNECTIONS WITH INTERESTED PARTIES

15. To the best of my knowledge, based on the review procedures described above,

DLA Piper does not have any “connections” to the Interested Parties, except as described in this

declaration. Neither the term “connection,” as used in Bankruptcy Rule 2014, nor the proper

scope of a professional’s search for a “connection” has been defined, and I am therefore

uncertain what this Court may consider a “connection” requiring disclosure. Out of an

abundance of caution, therefore, I am disclosing many representations that are not, to my

understanding, disqualifying or problematic under either the Bankruptcy Code or applicable

standards of professional ethics.

16. Neither I, nor any partner, of counsel, or associate of DLA Piper, as far as I have

been able to ascertain, has any connection with the Debtors, their creditors, the Debtors’

respective attorneys and accountants or any other Interested Party, except as set forth below or

otherwise in this Declaration:


EAST\124847720.4 7

(a) Attached hereto as Schedule 2 and incorporated herein by reference is alist of Interested Parties (or their affiliates) whom DLA Piper currentlyrepresents, has represented in the past, and may in the future represent inmatters unrelated to the Debtors’ Chapter 11 Cases. Although DLA Piperhas represented, currently represents, and may continue to representcertain entities and individuals listed on Schedule 2 hereto, DLA Piperwill not represent any such entity or individual in these Chapter 11 Cases.

(b) DLA Piper does not represent, and has not represented, any entity otherthan the Debtors in matters related to these Chapter 11 Cases.

17. Given the number of attorneys in its various offices, attorneys at DLA Piper may

have professional, working, or social relationships with firms or professionals at firms that may

be adverse to the Debtors. In addition, several attorneys at DLA Piper have spouses, parents,

children, siblings, fiancés or fiancées who are attorneys at other law firms or companies. Also,

certain attorneys at DLA Piper may have spouses, parents, children, siblings, fiancés or fiancées

who are employees of one or more of the parties in interest. DLA Piper has strict policies

against disclosing confidential information to anyone outside of DLA Piper, including spouses,

parents, children, siblings, fiancés and fiancées.

18. DLA Piper, including its internal affiliates, employs approximately 4,000

attorneys and 4000 other employees worldwide. Despite the efforts described above to identify

and disclose DLA Piper’s connections with parties in interest in these Chapter 11 Cases, because

DLA Piper is an international firm with thousands of attorneys across more than 80 global

offices, and because the Debtors are a substantial enterprise with thousands of creditor and other

relationships, DLA Piper is unable to state with certainty that every client representation or other

connection has been disclosed. In this regard, if DLA Piper discovers additional information that

requires disclosure, DLA Piper will file a supplemental disclosure with the Court.

19. To the best of my knowledge and belief, insofar as I have been able to ascertain

after reasonable inquiry, neither I, nor any partners, of counsel or associate of DLA Piper thereof


EAST\124847720.4 8

holds or represents an interest adverse to the Debtors or their respective estates, and DLA Piper

is a “disinterested person,” as defined in section 101(14) of the Bankruptcy Code and as required

by section 327(a) of the Bankruptcy Code, in that: (a) DLA Piper has no connection with the

Debtors, their creditors, the US Trustee, any person employed in the office of the US Trustee or

any other party with an actual or potential interest in these Chapter 11 Cases or their respective

attorneys or accountants, except as set forth herein, (b) DLA Piper is not a creditor, equity

security holder or insider of the Debtors, (c) DLA Piper is not and was not, within two years of

the Petition Date, a director, officer or employee of the Debtors and (d) DLA Piper neither holds

nor represents an interest adverse to the Debtors, their respective estates or any class of creditors

or equity security holders, by reason of any direct or indirect relationship to, connection with, or

interest in the Debtors, or for any other reason. Accordingly, I believe that DLA Piper is a

“disinterested person,” as defined in section 101(14) of the Bankruptcy Code and as required by

section 327(a) of the Bankruptcy Code.

DLA PIPER’S RATES AND BILLING PRACTICES

20. DLA Piper has not received any promises as to payment or compensation in

connection with these Chapter 11 Cases other than in accordance with the provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the US Trustee Guidelines, and as

disclosed herein.

21. It is DLA Piper’s policy to charge its clients in all areas of practice for expenses

incurred in connection with a client’s case. The expenses charged to clients include, among

other things, photocopying, witness fees, travel and lodging expenses, certain secretarial and

other overtime expenses, filing and recording fees, postage, vendor charges, express mail and

messenger charges, and other computer services, expenses for “working meals,” and telecopier

charges. DLA Piper will charge the Debtors for these expenses in a manner and at rates


EAST\124847720.4 9

consistent with charges made generally to its other clients, subject to this Court’s approval of

such expenses pursuant to sections 330 and 331 of the Bankruptcy Code, such Bankruptcy Rules

and Local Rules as may from time to time be applicable, such procedures as may be fixed by

Order of this Court and consistent with the Debtors’ engagement letters with DLA Piper US and

DLA Piper Canada. DLA Piper believes that failure to charge these expenses would require the

Firm to increase its current hourly rates.

22. Subject to the Court’s approval, DLA Piper intends to (a) charge for its legal

services on an hourly basis in accordance with its ordinary and customary hourly rates in effect

on the date services are rendered, and (b) seek reimbursement of actual and necessary out-of-

pocket expenses.5 DLA Piper will maintain detailed, contemporaneous records of time and any

actual and necessary expenses incurred in connection with the rendering of the legal services

described in the Application by category and nature of the services rendered. 6

23. DLA Piper intends to apply to the Court for payment of compensation and

reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code,

the Bankruptcy Rules, the Local Rules, the US Trustee Guidelines, as well as pursuant to any

additional procedures that may be established by the Court in these Chapter 11 Cases.

24. DLA Piper’s hourly rates are set at a level designed to compensate it fairly for the

work of its attorneys and paraprofessionals and to cover fixed and routine overhead expenses. I

believe that these rates are reasonable and commensurate with the hourly rates of other firms of

similar size and expertise.




EAST\124847720.4 10

25. The DLA Piper professionals and paraprofessionals expected to be most active in

the Debtors’ Chapter 11 Cases and their current hourly rates include:

Thomas R. Califano, Partner, New York $995 per hour

Stuart M. Brown, Partner, Wilmington $920 per hour

Dienna Corrado, Associate, New York $820 per hour

Carolyn B. Fox, Paralegal, Wilmington $265 per hour

26. Other DLA Piper attorneys and paraprofessionals may from time to time serve the

Debtors. To reflect economic and other conditions, DLA Piper revises its regular hourly rates

periodically and request that, effective as of the date of such revision, the aforementioned rates

be revised to the regular hourly rates that will be in effect at that time. DLA Piper agrees to be

compensated based on the same rates generally charged for services rendered in matters handled

by DLA Piper for its clients. DLA Piper understands, acknowledges, and agrees that it shall be

entitled to reimbursement only for actual and necessary expenses incurred in connection with its

representation of, or services for, the Debtors.

27. DLA Piper has not agreed to share any of its compensation from these Chapter 11

Cases with any other person, other than a partner, counsel, associate, or staff person employed by

DLA Piper, as permitted by section 504 of the Bankruptcy Code.

STATEMENT REGARDING US TRUSTEE GUIDELINES

28. DLA Piper intends to apply for compensation for professional services rendered

and reimbursement of expenses incurred in connection with these Chapter 11 Cases in

compliance with applicable provisions of the Bankruptcy Code, Bankruptcy Rules, Local Rules,

and any other applicable procedures and orders of the Court. DLA Piper also intends to make a

reasonable effort to comply with the US Trustee’s requests for information and additional


EAST\124847720.4 11

disclosures as set forth in the US Trustee Guidelines, both in connection with this Application

and the interim and final fee applications to be filed by DLA Piper in these Chapter 11 Cases.7

29. The following information is provided in response to the request for additional

information set forth in Paragraph D.1 of the US Trustee Guidelines:

Question: Did you agree to any variations from, or alternatives to, yourstandard or customary billing arrangements for thisengagement?

Response: No. The hourly rates set forth in this Declaration areconsistent with the rates that DLA Piper charges othercomparable chapter 11 clients, and the rate structureprovided by DLA Piper is appropriate and is not significantlydifferent from (a) the rates that DLA Piper charges in othernon-bankruptcy representations or (b) the rates of othercomparably skilled professionals for similar engagements.

Question: Do any of the professionals included in this engagement varytheir rate based on the geographic location of the bankruptcycase?

Response: No.

Question: If you represented the client in the 12 months prepetition,disclose your billing rates and material financial terms for theprepetition engagement, including any adjustments duringthe 12 months prepetition. If your billing rates and materialfinancial terms have changed postpetition, explain thedifference and the reasons for the difference.

7 Among other things, the new US Trustee Guidelines ask attorneys in larger chapter 11 cases to provide additionaldocumentation and make significant new disclosures in connection with their retention under section 327 andcompensation under section 330 of the Bankruptcy Code. As the new US Trustee Guidelines themselvesacknowledge, “the Guidelines do not supersede local rules, court orders, or other controlling authority,” and itremains to be seen how the new US Trustee Guidelines will be incorporated into larger chapter 11 cases. While theDebtors and DLA Piper intend to work cooperatively with the US Trustee, the Debtors and DLA Piper reserve allrights as to the relevance and substantive legal effect of the new US Trustee Guidelines in respect of any applicationfor employment or compensation in these cases.


EAST\124847720.4 12

Response: DLA Piper represented the client in the 12 monthsprepetition. During this time, DLA Piper charged theDebtors its standard rates. The material financial terms forthe prepetition engagement remained the same, as theengagement was on an hourly basis.

Question: Has your client approved your prospective budget andstaffing plan, and, if so for what budget period?

Response: The Debtors and DLA Piper expect to develop a prospectivebudget and staffing plan, recognizing that in the course oflarge chapter 11 cases, unforeseeable fees and expenses thatwill need to be addressed by the Debtors and DLA Piper mayarise.

To the best of my knowledge, I declare under penalty of perjury that the foregoing is true

and correct.

Executed on June 29, 2016 /s/ Thomas R. CalifanoThomas R. CalifanoPartnerDLA Piper LLP (US)


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Schedule 1

Parties-in-Interest List


EAST\124847720.4

Interested Party List

DebtorsIntervention Energy Holdings, LLCIntervention Energy, LLC

Non-Debtor AffiliateIntervention Energy Investment Holdings, LLC

Current and Former Officers and DirectorsBrooks, DariusEbeling, NathanGerhard, PeterSchliep, JimZimmerman, John

Top Unsecured CreditorsStatoil Oil & Gas LP

Holders of Senior Secured NotesEIG Management Company, LLC, as administrative agentEIG Energy Fund XV, L.P. (f/k/a Energy Fund XV, L.P.)EIG Energy Fund XV-A, L.P. (f/k/a Energy Fund XV-A, L.P.)EIG Energy Fund XV-B, L.P. (f/k/a Energy Fund XV-B, L.P.)EIG Energy Fund XV (Cayman), L.P. (f/k/a Energy Fund XV (Cayman), L.P.)

ProfessionalsPJT Partners

BanksWells Fargo Bank, N.A.Bank of North Dakota

Utility ProvidersIntegraSRT Communication Inc.North Central Electric Cooperative

Insurance CompaniesArch Insurance CompanyIMA, Inc.St. Paul Fire & Marine Insurance Company (Travelers)State Farm InsuranceTravelers Casualty and Surety Company of AmericaTravelers Indemnity CompanyTravelers Property Casualty Company of AmericaUnited Healthcare

Taxing AuthoritiesManager of Finance - City of DenverSecretary of State

Landlords475 Investment Partners, LLCDrexler Colombo, LLCLincoln Property Co Commercial Inc.


EAST\124847720.4 2

Contract CounterpartiesADP, Inc.BP Corporation North America Inc.BP Energy CompanyCode 42 Software IncDropboxMicrosoftNDRINOil & Gas Information Systems, Inc.RedDog Systems, Inc.Transzap, Inc.

Equity Security HoldersAlan MackenzieAlexandre de LatourAnthony BrigodeArthur PaladinoBeaver Investments, LLPBenjamin Cross and Stacey CrossBig Prairie Investments, LLCBoris ShrayerBoris Shrayer 2010 Grat U/A Dtd 12/28/2010, Boris Shrayer, TrusteeBradley C. FayBrenda CatalanelloBruce & Victoria RogoffBushwood CC, LLPC. Hunter BollChristina YiClark Family Trust dated 03-01-10, Colby T. or christopher j. Clark, TrusteesCraig TwetenDan SchwartzDavid RushDeschamp Investments, LLCDouglas A. and Shirley K. WitikkoDouglas M. and Pamela F. Ebeling Trust, Douglas M. Ebeling & Pamela F. Ebeling, TrusteesDudley and Vivian ZimmermanEbeling Energy, LLCEnergy Fund XV, L.P.Energy Fund XV-A, L.P.Energy XV Blocker (Intervention Warrant), LLCG Cap Investments, LLCIntervention Energy Investment Holdings, LLCJames BabbJason A. MrazJason ZimmermanJay EasterlingJeff farstadJohn H. GrossarthJohn ZimmermanJoseph F. Downes Trust u/a dtd 5/6/2009, Joseph F. Downes, TrusteeJoshua B. ParkerLarry DormoisLauren GeraghtyLoring Roberts, LLCLowell Berntson


EAST\124847720.4 3

Magic City Beverage Co. Inc.Marcello PorcelliMatthew M. PowellMatthew RudgeMichael L. and Julanne J. EllingsonMichael T. FitzmauriceMichael WassermanMonica Rose Landry Trust dated 12/15/03, Monica R. Landry, TrusteeNathan and Karen EbelingND Oil, LLCNorth Oak Bakken, LLCPaul and Angela ZimmermanPaul E. BachmanPeter GerhardPeter ZimmermanRichard NewmanRichard PumaRieke Revocable TrustRobert and Kathy MauRoger TollefsonRyan ByrneRyls Holdings, LLCS&L Legacy Trust Dated 2/12/97Samir TurkSandra BrigodeSchwartz Holdings, LLLPSeth w. LawrySoren ObergTerry FleckThe Fortner Family Trust, John M. Fortner and Nicole M. Fortner, TrusteesThe Highlander Fund, L.P.Tom MiddletonTroy and Allison Thacker Family TrustWallace and Iris EckmannWest Brand & CoWilliam Shaw

LessorAgribank, FCBAlpine Oil CompanyArlene J. GuentherCatherine GathmanCopperhead CorporationDollarhide Energy Fund I, LLCEmily R. JensenGary G Sundquist and Beverly J SundquistHal E. Sperber and Karen Susan SperberHelen E. Duncan and Robert E. DuncanJames C. ErgesonJeremy C. CrewsJo Yvonne CoffmanLeila C. HansonMark R. WesternMaurine T. CoxMichael L. Sperber and Linda K. SperberND Department of Trust Lands


EAST\124847720.4 4

Office of Natural Resources RevenueOpTeryx Mineral Management, LPPauline J. ErgesonPowers Energy CorporationR & E Western Family, LLLPRalph M. HansonRed Crown Royalties, LLCResolute Northern Rockies, LLCRichard A. Pulvermacher and Patricia PulvermacherSage Creek Oil CorporationDavid W. FischerDean W. Aafedt, Trustee of the Aafedt Family Mineral Trust, dated December 28, 1992Deanne L. Wolf and James H. WolfDennis Gathman, individually and as Attorney-in-Fact for Catherine Gathman, a widowDennis GuentherDiane CodonaDianne K. JohnsonDonna Fay Hauge JensonDudley J. Stuber, Trustee of the D.J. Stuber Land & Royalty TrustElizabeth MartensEllen M. Reid and Daniel M. ReidElmer Larsen, Jr. and Anne Jane LarsenElonnie PaulsonElvira W. Jestrab and Frank F. JestrabEmily R. JensenErrol B. Thvedt and Marcene K. ThvedtEstate of Lillie Donner, by Leland DonnerEthel VangsnessEugene Robert BlakeFrank MontgomeryFred SorensonG3 Operating, LLCGail C. Howard and Bruce T. Lindvig, Co-Trustees of the Howard O. Lindvig Family TrustGary G Sundquist and Beverly J SundquistGeorge P. ChristensenGerald H. HaugjordeGeronimo Holding CorporationHal E. SperberHal E. Sperber and Karen Susan SperberHarvey StevensHelen E. DuncanHelen E. Duncan and Robert E. DuncanHorizon Royalties, LLC/Medicine Bow Land Company, LLC/Odyssey Royalties, LLCHoward Memorial Fund, a Corporation, by Robert Webb, PresidentHugh J. Meyer and Connie MeyerHuston Energy CorporationIla M. RobinsonImagination Oil PartnershipIone A. RederIverson Family Mineral Trust, dated 2/27/2007,James BakkenJames C. ErgesonJames StevensJanet L. Skadeland, Personal Representative of the Estate of Donn Skadeland, deceasedJason McIntyreJean Doris Olson


EAST\124847720.4 5

Jeffrey and Tammi MoenJeremy Goddard, individually and as an heir to Maybelle Saunders, deceasedJerry E. Lumley and Linda D. LumleyJesse EllefsonJim NichollsJo Yvonne CoffmanJohn A. Dinwoodie, as Trustee of the Betty J. Dinwoodie Irrevocable TrustJohn D. RhoadesJohn NordtugJohn R. Stuber and Deanna Kunza Stuber, husband and wifeJudith PrestonJulia WattersKaren LarsenKaryn Johnsen HaleyKathleen Blomberg and Dan BlombergKerri SordalKerry P. HoffmanKerry P. Hoffman and Carol J. HoffmanKerry StickaKim AndersonLaVern C. Neff and Juanita I. NeffLaverne StevensLeanne Neset AbelmannLeila C. HansonLeoMac, LLCLeora Belle Torgerson and Duane S. TorgersonLisa Lee and Clayton LeeLonal V. HardingLuVerne TuftoLyle StevensManitowoc Mortgage Holding CompanyMark A. MetzgerMark R. WesternMarlow P. BakkenMarty Shaide as Trustee of the Ron Shaide TrustMarv and Barb SemrauABH Baxter LLCAgriBank, FCBAlex MaragosAnne Hodge LivetAnne Thompson Adams, Attorney-in-Fact for Mary Anne Cox ThompsonArlene J. GuentherAsbjorn Haustveit and Gertie Strom HaustveitAscension Oil & Gas, LLCBaillon Oilgas CorporationBarbara Jean HodgsonBarbara Kay Kvigne RostadBauer Family Trust,Bernard PaulsonBeverly Mary Rick and David W. RickBrad McIntyreBrian McIntyreBrian R. BjellaBryn C. ParchmanCamille HarrisCanadian Kenwood Company


EAST\124847720.4 6

Carol Rhoades MelbyCarolyn ThurmondCatherine GathmanCharles M. HodgsonCharlie SorensonChoctaw Energy Limited PartnershipDarlene KinseyDavid Frank ElsikMary Jean SmithMary Lou Metzger StewartMatthew JohnsenMaury Ellefson and Debbie A. EllefsonMelford JohnsonMichael G. GoldenMichael L. HendricksMichael L. SperberMichael L. Sperber and Linda K. SperberMichael Ryan, Attorney-in-Fact for Gregory M. SmithMichael T. FitzmauriceMicheal SorensonMildred A. VizinaMilton O. Lindvig and Hilda Mae LindvigMJ Oil, LLCMyra G. AhrensNorth Dakota State Land DepartmentOrthwein Energy, LPPamela J. Hegge and Carroll F. HeggePatricia Ann HodgsonPaul ChristensenPauline J. ErgesonPeter A. Nordell, Trustee of the Alan L. Nordell Irrevocable Trust Dated 4/29/96Peter A. Nygaard, Jr. and Lynette R. NygaardPitchBlack Oil, LLCPowers Energy CorporationPriscilla and Charles North ReidR & E Western Family, LLLPRalph M. HansonRaymond James Nygaard and Jean Marvaye NygaardRaymond Jensen and Marie JensenRed Crown Royalties, LLCRedge L. Harding and Lynda M. HardingRhea-Daire J. Gambill and Robert R. GambillRichard A. Pulvermacher and Patricia PulvermacherRobert and Marjorie SordalRobert Fry, Jr.Robert K. TorgersonRobert WilliamsRon SchloerRoy SibertRoyalty Interests Partnership, LPRuth D. RobinsonSandra WurglerSara SorensonSave Red Mike, LLCScott WilliamsSharon Fry


EAST\124847720.4 7

Sheryl J. CowanStacey GrovesStephen D. RobinsonSteve FrySteve MontgomerySusan BrackenSusan ViningTeblez KidaneTerry Allen SmithTerry NielsenThomas C. RolfstadThomas L. Torgerson and Loretta M. TorgersonTod G. MaleckarToini HovlandTyler G. Goodman, Jr. and Gorgene R. Baustad,US Department of the Interior - BLMVirginia C. Atkinson, Trustee of the Virginia C. Atkinson Trust Dated June 19, 2000Walter C. Mikel and Phyllis A. Mikel, as Successor TrustreesWayne A. RhoadesWill SorensonWilliam J. RhoadesWilliams County, a North Dakota municipal corporation

OperatorBaytex Energy USA Ltd.Continental Resources, Inc.Crescent Point Energy U.S. CorporationDenbury Onshore, LLCEOG Resources, Inc.Flatirons Resources, LLCHalcon Resources Operating, Inc.Hess Bakken Investments IIHess CorporationHunt Oil CompanyKodiak Oil & Gas CorpLiberty Resources Management Company, LLCLime Rock Resources Operating Company, Inc.LRR Operating CO., Inc.Marathon Oil CompanyMurex Petroleum CorporationNewfield Production CompanyOasis Petroleum North America, LLCOXY USA Inc.Petro-Hunt, LLCPetro-Hunt, LLCSequel Energy, LLCSlawson Exploration Company, Inc.SM Energy CompanyStatoil Oil & Gas, L.P.Timberline Production Company, LLCTriangle USA Petroleum CorporationWhiting Oil and Gas CorporationXTO Energy, Inc.Zavanna, LLCZenergy, Inc.


EAST\124847720.4 8

VendorAmerican ExpressADP, LLCAudimation Services, Inc.Baker Hughes IncorporatedBank of North Dakota Trust DepartmentBasin Service Company, Inc.Bracewell & Giuliani LLPBurke County RecorderCamQuest Systems, LLCCawley, Gillespie & Associates, Inc.Cherry Creek Insurance AgencyCherry Creek Insurance Agency, Inc.Christel LLCCode42 SoftwareCompuforms Data Products, Inc.Corporation Services CompanyDivide County RecorderDropboxEmily NicholsEnergy One, LLCHam's Well Service, Inc.Hein & Associates LLPIMA, Inc.Innovative Geo-Tech Resources, LLCL.A.N.D.LAWCOLICGF Denver Office Building, Inc.Lowe's Printing, Inc.McKenzie County RecorderMeridian Compensation Partners, LLCMF Global, Inc.MicrosoftMinot Area Chamber of CommerceMountrail County RecorderNDRINNetherland, Sewell & Associates, Inc.North Dakota Industrial CommissionNorth Dakota Petroleum CouncilNorthern IndustriesPioneer Wireline Services, LLCPivot Accounting, LLCPostmaster - USPSPurcell Consulting Group, Inc.Ryder Scott Company, L.P.Stomley Sales & ConsultingSuperior PressTravelersWells Fargo BankWilliams County Recorder

Office of the United States TrusteeT. Patrick TinkerDavid BuchbinderLinda CaseyNatalie Cox


EAST\124847720.4 9

Timothy J. Fox, Jr.David GerardiBenjamin HackmanMark KenneyJane LeamyHannah M. McCollumTiara PattonJuliet SarkessianRichard Schepacarter

US Bankruptcy JudgesBrendan L. ShannonKevin J. CareyKevin GrossLaurie Selber SilversteinChristopher S. SontchiMary F. Walrath


EAST\124847720.4

Schedule 2

INTERESTED PARTIES THAT CURRENTLY EMPLOYOR HAVE FORMERLY EMPLOYED DLA PIPER IN MATTERS

UNRELATED TO THE DEBTORS OR THEIR CHAPTER 11 CASES

INTERESTED PARTY OR ITSAFFILIATE

RELATIONSHIP TOTHE DEBTORS

CLIENTS AND THEIR AFFILIATES

ADP Inc. Contract Counterparty Party is a current client of the Firm.

American Express VendorParty is a current client of the Firm. Certain ofParty’s affiliates are current and former clients ofthe Firm.

Arch Insurance Company Insurance CompanyParty is a former client of the Firm. Certain ofParty’s affiliates are current and former clients ofthe Firm

Baker Hughes Incorporated VendorParty is a current client of the Firm. Certain ofParty’s affiliates are current and former clients ofthe Firm.

Baytex Energy USA Ltd. OperatorCertain of Party’s affiliates are current and formerclients of the Firm.

BP Corporation North America Contract CounterpartyParty is a current client of the Firm. Certain ofParty’s affiliates are current and former clients ofthe Firm.

BP Energy Company Contract CounterpartyParty is a current client of the Firm. Certain ofParty’s affiliates are current and former clients ofthe Firm.

Corporation Service Company Vendor Party is a former client of the Firm.

Crescent Point Energy U.S.Corporation

OperatorParty’s affiliates are current and former clients ofthe Firm.

Dropbox Contract Counterparty Party is a current client of the Firm.

EIG Energy Fund XV (Cayman),L.P. (f/k/a Energy Fund XV(Cayman), L.P.)

Senior Secured Noteholder Party’s affiliate is a current client of the Firm.

EIG Energy Fund XV, L.P. (f/k/aEnergy Fund XV, L.P.)


EIG Energy Fund XV-A, L.P.(f/k/a Energy Fund XV-A, L.P.)


EIG Energy Fund XV-B, L.P.(f/k/a Energy Fund XV-B, L.P.)


EIG Management Company, LLCAdministrative Agent (SeniorSecured Notes)

Party’s affiliate is a current client of the Firm.


EAST\124847720.4 2




EOG Resources, Inc. Operator Party is a current client of the Firm.

Hess Bakken Investments II OperatorCertain of Party’s affiliates are current clients ofthe Firm.

Hess Corporation OperatorParty and certain of Party’s affiliates are currentclients of the Firm.

Hunt Oil Company OperatorCertain of Party’s affiliates are current and formerclients of the Firm.

IMA, Inc. VendorParty’s affiliates are current and former clients ofthe Firm.

Integra Utility ProviderCertain of Party’s affiliates are current clients ofthe Firm.

Kodiak Oil & Gas Corp. Operator Party’s affiliate is a former client of the Firm.

Lincoln Property Co CommercialInc.

LandlordCertain of Party’s affiliates are current and formerclients of the Firm.

Marathon Oil Company OperatorParty is a former client of the Firm. Party’saffiliates are current and former clients of theFirm.

MF Global, Inc. VendorParty is a former client of the Firm. Certain ofParty’s affiliates are current and former clients ofthe Firm.

Microsoft Contract Counterparty Party is a former client of the Firm.

Oasis Petroleum North Americas,LLC

OperatorParty is a current client of the Firm. Certain ofParty’s affiliates are current and former clients ofthe Firm.

PJT Partners Investment Banker Party’s affiliate is a current client of the Firm.

St. Paul Fire & Marine InsuranceCompany (Travelers)

Insurance CompanyParty is a current client of the Firm. Certain ofParty’s affiliates are current and former clients ofthe Firm.

State Farm Insurance Insurance Company Party is a former client of the Firm.

Statoil Oil & Gas LP Top General Unsecured CreditorCertain of Party’s affiliates are current and formerclients of the Firm.

Travelers Casualty and SuretyCompany of America


Travelers Indemnity Company Insurance CompanyParty is a current client of the Firm. Certain ofParty’s affiliates are current and former clients ofthe Firm.

Travelers Property CasualtyCompany of America



EAST\124847720.4 3




United Healthcare Insurance CompanyCertain of Party’s affiliates are current clients ofthe Firm.

Wells Fargo Bank, N.A. BankParty is a current client of the Firm. Certain ofParty’s affiliates are current and former clients ofthe Firm.

Whiting Oil and Gas Operator Party’s affiliate is a former client of the Firm.

XTO Energy OperatorParty and certain of Party’s affiliates are currentclients of the Firm.


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EXHIBIT B

(Zimmerman Declaration)


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DECLARATION OF JOHN R. ZIMMERMAN IN SUPPORT OF DEBTORS’APPLICATION FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND

RETENTION OF DLA PIPER LLP (US) AS COUNSEL TO THEDEBTORS NUNC PRO TUNC TO THE PETITION DATE

I, John R. Zimmerman, hereby declare under penalty of perjury:

1. I am the President of Intervention Energy Holdings, LLC and Intervention

Energy, LLC (together, the “Company” or “Debtors”) in the above captioned Chapter 11 cases

(the “Chapter 11 Cases”) and have held this position since 2007 when the Company was

founded. I am responsible for overseeing the business operations, general accounting and

financial planning of the Company.

2. This Declaration is submitted in support of the Debtors’ Application for an Order

Authorizing the Employment and Retention of DLA Piper LLP (US) as Counsel to the Debtors

Nunc Pro Tunc to the Petition Date (the “Application”).2 Except as otherwise noted, I have

personal knowledge of the matters set forth herein.


2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application.

In re:


Debtors.1

Chapter 11




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THE DEBTORS’ SELECTION OF COUNSEL

3. The Debtors retained DLA Piper LLP (US) (“DLA Piper”) because of its

extensive experience in corporate reorganizations, both out-of-court and under Chapter 11 of the

Bankruptcy Code. Additionally, DLA Piper is familiar with the Debtors’ business operations

and many of the potential legal issues that may arise in the context of these Chapter 11 Cases. I

believe that DLA Piper is both well qualified and uniquely able to represent the Debtors in these

Chapter 11 Cases in an efficient and timely manner. To my knowledge, the Debtors interviewed

no other firms to serve as potential bankruptcy counsel.

RATE STRUCTURE

4. In my capacity as President of the Debtors, I am responsible for supervising

outside counsel retained by the Debtors in the ordinary course of business. DLA Piper has

informed the Debtors that its rates for bankruptcy representations are comparable to the rates

DLA Piper charges for non-bankruptcy representations. I am also responsible for reviewing the

invoices regularly submitted by DLA Piper, and have been informed by DLA Piper, that the rates

DLA Piper charged the Debtors in the prepetition period are the same as the rates DLA Piper will

charge the Debtors in the postpetition period (subject to the ordinary course rate increases

described in the Application that take place on an annual basis, which I can confirm we were

given notice of consistent with the terms of the Engagement Agreement).

COST SUPERVISION

5. DLA Piper continues to work with the Debtors to develop a prospective budget

and staffing plan, recognizing that in the course of large Chapter 11 Cases, unforeseeable fees

and expenses that will need to be addressed by the Debtors and DLA Piper may arise. The

Debtors further recognize that it is their responsibility to monitor closely the billing practices of


EAST\124847720.4 3

their counsel to ensure the fees and expenses paid by the estate remain consistent with the

Debtors’ expectations and the exigencies of these Chapter 11 Cases. The Debtors will continue to

review the statements that DLA Piper regularly submits, and, together with DLA Piper, will

amend the budget and staffing plans periodically, as the cases develop.

6. As they did prepetition, the Debtors will continue to bring discipline,

predictability, client involvement, and accountability to the counsel fees and expenses

reimbursement process. While every chapter 11 case is unique, these budgets will provide

guidance on the periods of time involved, the level of the attorneys and professionals that will

work on various matters, and projections of average hourly rates for the attorneys and

professionals for various matters.

[Remainder of page left intentionally blank.]


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EXHIBIT C

Engagement Agreement


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EXHIBIT D

Proposed Order


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IN UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

ORDER GRANTING DEBTORS’ APPLICATION FOR AN ORDERAUTHORIZING THE EMPLOYMENT AND RETENTION OF DLA PIPER LLP (US)

AS COUNSEL TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

This matter coming before the Court upon the Debtors’ Application for an Order

Authorizing the Employment and Retention of DLA Piper LLP (US) as Counsel to the Debtors

Nunc Pro Tunc to the Petition Date (the “Application”),2 filed by the above-captioned debtors

and debtors in possession (collectively, “Debtors”); the Court having reviewed the Application,

and the Califano Declaration, and having scheduled a hearing before the Court (the “Hearing”);

the Court having found that (i) the Court has jurisdiction over this matter 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 as of February 29, 2012, (ii) this proceeding is a core

proceeding pursuant to 28 U.S.C. § 157(b), (iii) venue is proper pursuant to 28 U.S.C. §§ 1408

and 1409, (iv) notice of this Application and the Hearing was appropriate under the

circumstances, and (v) DLA Piper is a “disinterested person,” as defined in Section 101(14) of


2 Capitalized terms used herein as defined terms and not otherwise defined herein shall have those meaningsascribed to them in the Application.

In re:


Debtors.1

Chapter 11



Related Docket No. ____


EAST\124847720.4 2

the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code in that (A) DLA

Piper has no connection with the Debtors, their creditors, the United States Trustee for the

District of Delaware, any person employed by the Office of the United States Trustee for the

District of Delaware or any party with an actual or potential interest in these Chapter 11 Cases or

their respective attorneys or accountants, except as set forth in the Califano Declaration,

(B) DLA Piper is not a creditor, equity security holder or insider of the Debtors, (C) DLA Piper

is not and was not, within two years of the Petition Date, a director, officer or employee of the

Debtors, and (D) DLA Piper neither has nor represents an interest adverse to the interests of the

estates or of any class of creditors or equity security holders by reason of any direct or indirect

relationship to, connection with, or interest in, the Debtors or for any other reason; and the Court

having determined that the legal and factual bases set forth in the Application, the Califano

Declaration, and at the Hearing, establish just cause for the relief granted herein,

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED.

2. The Debtors are authorized to retain and employ DLA Piper LLP (US) (“DLA

Piper”) as their counsel in these Chapter 11 Cases, pursuant to sections 327(a) and 329(a) of the

Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule 2014-1, on the terms and conditions set

forth in the Application and the Engagement Agreement, nunc pro tunc, to the Petition Date.

3. DLA Piper shall be compensated in accordance with sections 330 and 331 of the

Bankruptcy Code, the applicable provisions of the Bankruptcy Rules, the Local Rules, the United

States Trustee Fee Guidelines, and any orders entered in these Chapter 11 Cases governing

professional compensation and reimbursement of expenses for services rendered and charges and

disbursements incurred. DLA Piper is authorized to hold the Retainer as a postpetition retainer


EAST\124847720.4 3

to be applied against any amounts approved by the Court in connection with any final fee

application in these Chapter 11 Cases.

4. To the extent that this Order is inconsistent with the Engagement Agreement, the

terms of this Order shall govern.

5. Notwithstanding any Bankruptcy Rule to the contrary, this Order shall be

immediately effective and enforceable upon its entry.

6. The Court shall retain jurisdiction to hear and determine all matters arising from

or related to the implementation or interpretation of this Order.

Dated: _______________, 2016Wilmington, Delaware

THE HONORABLE KEVIN J. CAREYUNITED STATES BANKRUPTCY JUDGE


Case 16-11247-KJC Doc 106 Filed 06/29/16 Page 1 of 12 ... · Healthcare Holdings, LLC, Sears...

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