JCPNQ HUGE NEWS on PRIME CLERK
Application to Employ CR3 Partners, LLC as Financial Advisor. Objections/Request for Hearing Due in 21 days. Filed by Stockholder Ad Hoc Committee of Equity Interest Holders (Attachments: # 1 Exhibit A- Engagement Letter # 2 Exhibit B- Snyder Declaration # 3 Proposed Order)
DECLARATION OF WILLIAM K. SNYDER IN SUPPORT OF APPLICATION FOR ORDER AUTHORIZING THE AD HOC COMMITTEE OF EQUITY INTEREST HOLDERS TO EMPLOY AND RETAIN CR3 PARTNERS, LLC AS FINANCIAL ADVISOR
Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), William K. Snyder, under penalty of perjury, declares as follows:
1. I am a Partner in the firm of CR3 Partners, LLC (“CR3 Partners” or “CR3”), which has an office at 13355 Noel Road, Suite 2005, Dallas, Texas 75240. CR3 Partners is a restructuring advisory firm with numerous offices throughout the United States.
2. I submit this declaration (the “Declaration”) in support of the Application For Order Authorizing the Ad Hoc Committee of Equity Interest Holders to Employ and Retain CR3 Partners, LLC as Financial Advisor (the “Application”).2
3. The statements set forth in this Declaration are based upon my personal knowledge, upon information and belief, and upon client matter records kept in the ordinary course of business that were reviewed by me or other personnel of CR3 Partners or its affiliates.
CR3 Partners’ Qualifications
4. CR3 is a leading advisory firm that delivers a broad range of interrelated strategic, operational and financial advisory services. Specifically, CR3’s services include, without limitation, assessments of an organization’s financial and operational condition, performance management and improvement, interim and crisis management, restructuring and turnaround consulting, merger and acquisition services, and advisory and guidance through the bankruptcy process. These extensive operation and transactional services help companies and their stakeholders, at any point in the business cycle, develop and implement creative operational and financial solutions to achieve a more stable and responsive operating environment, support future growth, maximize value, and increase productivity. CR3 has significant qualifications and experience in these matters and an excellent reputation for providing high quality, specialized management and restructuring advisory services to debtors, creditors, and equity sponsors in complex chapter 11 cases and other restructurings, both in and out of court and including serving as chief restructuring officer (“CRO”) and other fiduciary roles.
5. I personally have extensive experience serving in advisory and interim leadership positions including those of Chief Restructuring Officer, Chief Executive Officer and Chief Financial Officer for companies undergoing turnarounds and restructurings. I have served as the CRO of the Texas Rangers Baseball team, the CRO of Pilgrim’s Pride, the Court-appointed Examiner of Mirant, the COO of a midmarket furnishing retailer, and the interim-CEO of a midmarket mattress retailer, among others. I will lead all of the day-to-day aspects of this assignment and will call upon my team for discrete actions in the exercise of my duties.
Professional Services and Compensation
6. Consistent with the terms of the Engagement Letter, in consideration for the compensation contemplated therein, CR3 Partners' anticipated services include the following:
a) Review, analyze and evaluate all salient financial and business information requested by and provided to the Ad Hoc Equity Committee;
(b) Provide advice and analysis to support the Ad Hoc Equity Committee with respect to an assessment of the Debtors’ business and restructuring plans;
(c) Assist the Ad Hoc Equity Committee with a preliminary determination as to whether or not there is equity for the shareholders in the Debtors; and
d) Provide any other advice and analysis which is related to the Services and is necessary for the Ad Hoc Equity Committee to consider in connection with whether there is equity in the Debtors for the shareholders.
7. CR3’s current hourly billing rates range from $375 per hour to $795 per hour, however, CR3 has agreed to work for a flat fee of $50,000, payable upon entry of the Order approving the employment of CR3. In exchange for the flat fee, CR3 will provide limited services to assist the Ad Hoc Equity Committee in understanding and evaluating the information provided to it and determining whether there is equity for shareholders; provided however, CR3 specifically reserves the right to conclude its representation as financial advisor to the Ad Hoc Equity Committee in the event that CR3 determines, in its opinion, that there is no equity for shareholders. CR3 also reserves its right to request an additional allowance of administrative expenses above the $50,000 flat fee as permitted by the Court, the Bankruptcy Code and Rules and/or applicable case law as circumstances permit such as in the event that the Court determines that an expanded role for the Ad Hoc Equity Committee and its retained professionals is appropriate, and/or an award for substantial contribution is warranted.
FOOTNOTE 3: In the event that the Ad Hoc Equity Committee requests an expanded role for itself and its professionals and/or the allowance of administrative expenses in excess of the $50,000 flat fee, CR3 anticipates that it or the Ad Hoc Equity Committee will file a separate pleading which could be in the form of an amended application for employment or an application for allowance of administrative expense for substantial contribution.
8. CR3 has not received any payments from the Debtors, or any related party, in connection with this engagement, nor is CR3 a creditor of the Debtors.
9. The services that CR3 will provide are necessary to enable the Ad Hoc Equity Committee to better understand the chapter 11 process and evaluate their equity position. The services will not duplicate the services that other professionals will be providing to the Debtors or unsecured creditors committee in these cases. Disinterestedness
10. To the best of my knowledge, information and belief, CR3 is a “disinterested person” as defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and therefore, CR3’s employment is permissible under section 327(a) and 328(a) of the Bankruptcy Code.
11. Specifically, to check and clear potential conflicts of interest in these chapter 11 cases, CR3 reviewed its client relationships to determine whether it had any relationships with the parties identified by Kirkland & Ellis in its retention application (DKT 684) (the “Potential Parties in Interest”), and polled all CR3 professionals to determine if any such professional was a direct holder of equity securities in the Debtors. Based on that search, CR3 represents that, to the best of its knowledge, neither CR3 nor any of its professional personnel have any relationship with the Debtors or members of the Ad Hoc Equity Committee that would impair CR3’s ability to perform the required services.
12. CR3 and/or its affiliates or subsidiaries have connections with certain parties-interest in these cases, but such connections are unrelated to either the Debtors or these cases. See Schedule 1. To the best of my knowledge, no services have been provided to these parties-in interest which involve their rights in the Debtors’ cases, nor does CR3’s involvement in these cases compromise its ability to provide the Ad Hoc Equity Committee with advisory services.
13. As part of its diverse practice, CR3 appears in numerous cases and proceedings, and participates in transactions that involve many different professionals, including attorneys, accountants, and financial consultants, who may represent potential claimants and Potential Parties in Interest in the chapter 11 cases. CR3 has performed in the past, and may perform in the future, advisory consulting services for various attorneys and law firms, and has been represented by several attorneys and law firms, some of whom may be involved in these proceedings. CR3 further has performed in the past, and may perform in the future, advisory services for various utilities and insurance parties that provide services to the Debtors. Based on our current knowledge of the professionals involved, and to the best of my knowledge, none of these relationships create interests materially adverse to the Debtors in matters upon which CR3 is to be employed, and none are in connection with these cases.
14. Personnel of CR3 or its affiliates may have business associations with certain creditors of the Debtors unrelated to these Chapter 11 cases.
15. To the best of my knowledge, no employee of CR3 is a relative of, or has been connected with, the U.S. Trustee in this district or his or her employees.
16. Given the large number of parties in interest in these Chapter 11 cases despite the efforts to identify and disclose CR3’s relationships with parties in interest in these Chapter 11 cases, CR3 is unable to state with certainty that every client relationship or other connection has been disclosed in this Declaration. To the extent that CR3 discovers any new relevant facts or relationships bearing on the matters described herein during the period of CR3’s retention, CR3 will use reasonable efforts to promptly file a supplemental declaration as required by Bankruptcy Rule 2014(a).
17. CR3 Partners has received no promises regarding compensation in this case other than in accordance with the Bankruptcy Code and as set forth in this Declaration. CR3 Partners has no agreement with any nonaffiliated entity to share any compensation earned in this case.
18. CR3 reserves the right to supplement this Declaration in the event that CR3 discovers any facts bearing on matters described in this Declaration regarding CR3’s employment. I declare under penalty of perjury that the foregoing is true and correct.
Dated: July 14, 2020 /s/ William Snyder___________________ William Snyder
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