Opinion
Case No. 301-12036, Jointly Administered
January 22, 2004
GARY M. BROWN, W. EDWARD RAMAGE, DINSMORE SHOHL LLP, Nashville, TN
KIM MARTIN LEWIS, DINSMORE SHOHL LLP, Cincinnati, Ohio, for Debtors
BETH ROBERTS DERRICK, OFFICE OF THE UNITED STATES TRUSTEE, Nashville, TN, Assistant U.S. Trustee
BETH A.DUNNING, BASS, BERRY SIMS PLC, Nashville, TN, for the Committee
This matter having come before the Court upon the Third Interim Application of Dinsmore Shohl LLP for Allowance of Compensation and Reimbursement of Expenses and Application of Dinsmore Shohl LLP for Final Allowance of Compensation and Reimbursement of Expenses Through the Effective Date of the Debtors' Plan (the "Application"), filed by Dinsmore Shohl LLP ("Dinsmore"), counsel to the debtors and debtors-in-possession (collectively, the "Debtors") in the above-captioned chapter 11 cases; and the Court having reviewed the Application and the Objection to the relief requested therein filed by the United States Trustee, and the Court finding that (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. § 157 and 1334; (b) notice of the filing of the Application and of the Hearing was adequate and appropriate under the circumstances and in compliance with applicable Federal Rules of Bankruptcy Procedure and the Local Rules of this Court; and (c) all interested parties have been afforded the opportunity to be heard on the Application; and upon agreement among the Debtors, Dinsmore, the Official Unsecured Creditors' Committee ("Committee"), and the United States Trustee;
All capitalized terms not defined herein shall have the meanings ascribed to them in the Third Interim Application.
THE COURT HEREBY FINDS THAT:
A. The Application complies with the requirements of Rule 2016 of the Federal Rules of Bankruptcy Procedure.
B. Dinsmore's compensation for services rendered in connection with the Debtors' chapter 11 cases for which it seeks interim and final allowances in the Fee Application, is reasonable and appropriate under sections 330(a)(1) and 331 of the Bankruptcy Code, 11 U.S.C. § 101-1330 (the "Bankruptcy Code").
C. Dinsmore's expenses incurred in connection with the Debtors' chapter 11 cases for which it seeks interim and final reimbursement in the Fee Application, were actual and necessary expenses under sections 331 and 330(a)(1)(B) of the Bankruptcy Code.
NOW THEREFORE, IT IS HEREBY ORDERED THAT:
1. The Application shall be and hereby is GRANTED, subject to the terms of this Order, and the Objection of the United States Trustee is resolved upon the terms set forth herein.
2. Dinsmore, the United States Trustee and the Creditors Committee have agreed that the amount of Dinsmore's fees for services rendered by Dinsmore for the Final Fee Application Period shall be reduced by $100,000 pursuant to agreement (the "Agreed Reduction"),
3. The Court hereby approves and allows, on an interim and final basis, compensation to Dinsmore for its actual, reasonable and necessary services rendered for the benefit of the Debtors during the Third Fee Application Period in the amount of $596,188.25 and reimbursement to Dinsmore for actual and necessary expenses incurred by Dinsmore in connection with the aforesaid services in the amount of $43,770.83; and
4. The Court hereby approves and allows, on an interim and final basis, compensation to Dinsmore for its actual, reasonable and necessary services rendered for the benefit of the Debtors during the Prepetition Fee Application Period on account of the Unpaid Prepetition Bankruptcy Representation in the amount of $58,445.50.
5. The Court further approves and allows, on a final basis, compensation to the Dinsmore for its actual, reasonable, and necessary services rendered for the benefit of the Debtors for the Final Fee Application Period of October 31, 2001 through and including October 24, 2003 in the amount of $2,048,685.75 and reimbursement to the Dinsmore for actual and necessary expenses incurred by the Dinsmore in connection with the aforesaid services in the amount of $189,741.54.
6. All interim payments previously made to Dinsmore pursuant to the Interim Compensation Procedures Order, the First Interim Compensation Order, and the Second Interim Compensation Order, are hereby authorized and approved in their entirety.
7. The amounts paid to Dinsmore prior to the Petition Date on account of the services performed and expenses incurred in connection with the Prepetition General Representation and the paid portion of the Prepetition Bankruptcy Representation, aggregating $447,492.85, are hereby approved.
8. Dinsmore shall be, and hereby is, authorized to apply the remaining balance of the original advance payment retainer (the "Retainer") currently held by Dinsmore, in total amount of $267,191.34, for payment on account of all amounts awarded hereunder but unpaid as of the date of this Order.
9. The Debtors are, therefore, authorized to remit payment in the amount of $73,556.29 to Dinsmore. This amount reflects all amounts held back from Dinsmore's Monthly Statements from July 2002 through April 2003 in the amount of $58,315.69, and the full amount of fees requested for services rendered and expenses incurred by Dinsmore from May 2003 through October 24, 2003 in the aggregate amount of $323,986.44, and full amount of fees requested for the Unpaid Prepetition Bankruptcy Representation in the amount of $58,445.50, less the Agreed Reduction in the amount of $100,000 and less the amount of the Retainer balance in the amount of $267,191.34.
10. This Court shall retain jurisdiction over all matters addressed in the Fee Application and in this Order.
11. This Order is a final, appealable order pursuant to Rule 8001 of the Federal Rules of Bankruptcy Procedure.
IT IS SO ORDERED.