Case 21-11140-CSS
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
MOON GROUP, INC., et al.1,
Debtors.
)
)
)
)
)
)
Chapter 11
Case No. 21-11140 (CSS)
(Jointly Administered)
Objection Deadline: January 5, 2022 at 4:00 p.m.
Hearing Date: January 14, 2022 at 11:00 a.m.
SECOND INTERIM APPLICATION OF SC&H GROUP, INC. FOR
REIMBURSEMENT OF EXPENSES AS INVESTMENT BANKER AND FINANCIAL
ADVISOR TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD
FROM AUGUST 25, 2021 THROUGH OCTOBER 31, 2021
SC&H Group, Inc. (“SCH”), investment banker to Moon Group, Inc. and its affiliated
debtors and debtors in possession (the “Debtors”), hereby submits its Second Interim Fee
Application, pursuant to 11 U.S.C. §§ 330 and 331 and Del. Bankr. L.R. 2016-2, for Interim
allowance of reimbursement of expenses incurred solely for the Debtors for the period of August
25, 2021 through and including September 30, 2021, and in further explanation respectfully
represents:
INTRODUCTION
1.
By this Interim Fee Application, SCH seeks (i) interim allowance and award of
compensation for professional services rendered by SCH, as investment banker to the Debtors, for
the period August 25, 2021 through and including October 31, 2021 (the “Compensation Period”)
in the amount of $9,216.04 (the “Interim Fee Application”).
1
The Debtors in these chapter 11 cases, along with the last four digits of each of the Debtors’ respective
federal tax identification numbers, are as follows: Moon Group, Inc. (7484); Moon Landscaping, Inc.
(3442); Moon Nurseries, Inc. (8411); Moon Site Management, Inc. (0250); Moon Wholesale, Inc. (3232);
and Rickert Landscaping, Inc. (3988). The Debtors’ headquarters and mailing address is 145 Moon Road,
Chesapeake City, MD 21915.
Case 21-11140-CSS
2.
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Venue of this proceeding and this Interim Fee Application is proper in this district
pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief sought herein are
11 U.S.C. §§ 330 and 331 and Federal Rule of Bankruptcy Procedure 2016.
3.
SCH consents to the entry of a final judgment or order with respect to this Interim
Fee Application if it is determined that the Court, absent consent of the parties, cannot enter final
orders or judgments consistent with Article III of the United States Constitution.
BACKGROUND
4.
On August 25, 2021, the Debtors filed the Application of Debtors and Debtors in
Possession to Retain SC&H Group Inc. as Investment Banker, Pursuant to Sections 327(a) and
328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rule 2014–1 Nunc
Pro Tunc to August 25, 2021 [Docket No. 73] (the “Retention Application”). This Court approved
the Debtors’ retention of SCH as investment banker and financial advisor to the Debtors nunc pro
tunc to August 25, 2021 by order dated September 17, 2021 [Docket No. 166].
5.
SCH has received no payments or promises of payment from any source other than
as provided in the Bankruptcy Code for services rendered or to be rendered in any capacity
whatsoever in these cases. There is no agreement or understanding between SCH and any other
person for the sharing of compensation in connection with this case other than in accordance with
the provisions of the Bankruptcy Code.
6.
The expenses for which reimbursement is being sought by SCH were rendered for
and on behalf of the Debtors and not for or on the behalf of any other interested party in this
bankruptcy proceeding.
2
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SERVICES RENDERED/EXPENSES INCURRED BY SCH
7.
The Debtors retained SC&H to render a variety of investment banking services
during the pendency of these case related to, among other things (a) obtaining a debtor-inpossession credit facility and/or an exit financing facility (each, a “Financing Transaction”),
and (b) sale of all or a portion of their assets (a “Sale”), including, but not limited to:
(a)
Preparing an information memorandum describing the Debtors, their historical
performance and prospects, including existing contracts, marketing and sales, labor
force, management, financial projections involving starting up the business;
(b)
Assisting the Debtors in compiling a data room of any necessary and appropriate
documents related to a Financing Transaction and a Sale;
(c)
Assisting the Debtors in developing a list of suitable potential buyers and lenders who
will be contacted on a discreet and confidential basis after approval by the Debtors
and updating and reviewing such list with the Debtors on an ongoing basis;
(d)
Coordinating the execution of confidentiality agreements for potential buyers
wishing to review the information memorandum;
(e)
Assisting the Debtors in coordinating site visits for interested buyers and working
with the management team to develop appropriate presentations for such visits;
(f)
Soliciting competitive offers from potential buyers;
(g)
Advising and assisting the Debtors in structuring any Sale or Financing Transaction
and negotiating the applicable sale and credit agreements; and
(h)
Otherwise assisting the Debtors and their other professionals, as necessary. through
closing on a best-efforts basis.
8.
SCH has incurred certain expenses in connection with the services they
provided to the Debtors. The expenses SCH is seeking are listed on the invoice attached
hereto as Exhibit A and are incorporated herein by reference. Included with Exhibit A are
the individual vendor invoices.
3
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SCH’S EXPENSES
9.
Pursuant to the Retention Application and Engagement Letter, the Debtors
agreed, subject to Court approval, to compensate SCH, in part, as follows:
Expenses. Whether or not any Transaction is consummated, the Company will pay all
of SC&H’s reasonable out-of-pocket expenses (including document and presentation
material expenses, travel and lodging, telecommunications, outside research and
database charges, delivery charges, and other such out-of-pocket expenses) incurred in
connection with this engagement.
10.
As a direct result of the services SCH provided to the Debtors, SCH incurred
expenses in the amount of $9,216.04 for data room services, postage, CIM preparation and
creation, and advertising.
CONCLUSION
SCH submits that the expenses incurred during the Application Period were necessary and
appropriate given the complexity of this Chapter 11 Case, the issues involved, the nature and extent
of services provided and the cost of comparable services outside of bankruptcy. Accordingly, SCH
submits that approval of the reimbursement of the expenses sought for the Application Period is
appropriate and should be approved.
WHEREFORE, SCH respectfully requests that this Court enter an order in the form
attached hereto as Exhibit B:
(a)
approving on an interim basis the allowance of expenses that were rendered by SCH
during the period from August 25, 2021 through and including October 31, 2021 in the amount of
$9,216.04; and
(b)
granting to SCH such other relief as this Court may deem just and proper.
Dated: December 15, 2021
SC&H Group, Inc.
/s/ Kenn Mann
Ken Mann
Managing Director
4
Case 21-11140-CSS
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
MOON GROUP, INC., et al.1,
Debtors.
)
)
)
)
)
)
Chapter 11
Case No. 21-11140 (CSS)
(Jointly Administered)
Objection Deadline: January 5, 2022 at 4:00 p.m.
Hearing Date: January 14, 2022 at 11:00 a.m.
NOTICE OF APPLICATION
PLEASE TAKE NOTICE THAT on December 15, 2021, SC&H Group, Inc. filed the
attached Second Interim Application of SC&H Group, Inc. for Reimbursement of Expenses as
Investment Banker and Financial Advisor to the Debtors and Debtors in Possession for the Period
from August 25, 2021 through October 31, 2021 (the “Application”) with the United States
Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
PLEASE TAKE FURTHER NOTICE that any objections to the Application must be
made in writing, filed with the Bankruptcy Court, 824 Market Street, Wilmington, Delaware
19801, and served so as to actually be received on or before January 5, 2022 at 4:00 p.m. by the
following:
a) Counsel to the Debtors: (a) KURTZMAN ǀ STEADY, LLC, 555 City Avenue, Suite
480,
Bala
Cynwyd,
PA
19004,
Attn:
Jeffrey
Kurtzman
(kurtzman@kurtzmansteady.com) and (b) Sullivan Hazeltine Allinson LLC, 919 North
Market Street, Suite 420, Wilmington, DE 19801, Attn: William D. Sullivan
(bsullivan@sha-llc.com) and William A. Hazeltine (whazeltine@sha-llc.com);
b) Proposed Counsel for the Official Committee of Unsecured Creditors: Saul Ewing
Arnstein & Lehr LLP, 1201 North Market Street, Suite 2300, P.O. Box 1266,
Wilmington, DE 19899, Attn: Lucian B. Murley (luke.murley@saul.com) and (b) Saul
The Debtors in these chapter 11 cases, along with the last four digits of each of the Debtors’ respective
federal tax identification numbers, are as follows: Moon Group, Inc. (7484); Moon Landscaping, Inc.
(3442); Moon Nurseries, Inc. (8411); Moon Site Management, Inc. (0250); Moon Wholesale, Inc. (3232);
and Rickert Landscaping, Inc. (3988). The Debtors’ headquarters and mailing address is 145 Moon Road,
Chesapeake City, MD 21915.
1
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Ewing Arnstein & Lehr LLP, Centre Square West, 1500 Market Street, 38th Floor,
Philadelphia, PA 19102, Attn: Melissa A. Martinez (Melissa.Martinez@saul.com);
c) Counsel to KORE Capital Corporation: (a) Gordon Feinblatt LLC, 1001 Fleet Street,
Suite 700, Baltimore, MD 21202, Attn: David Musgrave (dmusgrave@gfrlaw.com)
and (b) Gellert Scali Busenkell & Brown LLC, 1201 N. Orange Street, Suite 300,
Wilmington, DE 19801, Attn: Michael Busenkell (mbusenkell@gsbblaw.com);
d) Counsel for Newtek Small Business Finance, LLC: DRESCHER & ASSOCIATES,
P.A., 1 Commerce Center, 1201 North Orange Street, Suite 722, Wilmington, DE
19801, Attn: Ronald J. Drescher (rondrescher@drescherlaw.com);
e) Counsel for North Avenue Capital, LLC: WOMBLE BOND DICKINSON (US) LLP,
1313 North Market Street, Suite 1200 Wilmington, DE 19801, Attn: Lisa Bittle
Tancredi (lisa.tancredi@wbd-us.com) and Nicholas T. Verna (nick.verna@wbdus.com); and
f) The Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King
Street, Room 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Juliet M.
Sarkessian, Esquire (Juliet.M.Sarkessian@usdoj.gov).
PLEASE TAKE FURTHER NOTICE, that a Hearing on the Application will be held
before the Honorable Christopher S. Sontchi at the United States Bankruptcy Court for the District
of Delaware, 824 Market Street, 5th Floor, Courtroom No. 6, Wilmington, Delaware 19801 on
January 14, 2022 at 11:00 a.m.
PLEASE TAKE FURTHER NOTICE, THAT IF YOU FAIL TO RESPOND IN
ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF
REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
2
Case 21-11140-CSS
Dated: December 15, 2021
Wilmington, Delaware
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SULLIVAN ꞏ HAZELTINE ꞏ ALLINSON LLC
/s/ William A. Hazeltine
William D. Sullivan (No. 2820)
William A. Hazeltine (No. 3294)
919 North Market Street, Suite 420
Wilmington, DE 19801
Tel: (302) 428-8191
Fax: (302) 428-8195
Email: bsullivan@sha-llc.com
whazeltine@sha-llc.com
Counsel for Debtors and Debtors in Possession
3
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EXHIBIT A
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SC&H Capital
910 Ridgebrook Road
Sparks, MD 21152
410-403-1500
Invoice No.
Date
Client No.
288459
11/18/2021
GRE001
Moon Group, Inc.
Attn: John Pursell
145 Moon Rd
Chesapeake City, MD 21915
Invoice for expenses incurred
Date
8/25/21
9/14/21
9/27/21
9/29/21
10/31/21
Merchant
FirmEx
USPS
USPS
Alchemy
Wall Street Journal
Amount
$1,000.00
$348.00
$7.95
$2,500.00
$5,360.09
TOTAL
$9,216.04
Description
Virtual Data Room Service
Investment Teaser Postage
Postage to mail final CIM to Hank
CIM preparation/creation
advertisement
Total amount due
$
9,216.04
Wire Bank Information
Name of Bank: M&T Bank
Bank Contact Name: Jo Ellen Kaufman
Bank Phone Number: (410) 832-7864
Wire Routing Number: 022000046
Account Number: 9835516361
Type of Account: Checking
Bank Address: 1966 Greenspring Drive, Timonium, MD 21093
SC&H Contact for Wiring Questions: L. Duke Allen, (410) 403-1563
We appreciate the opportunity to be of continued service to you. If you have any questions, please call Hank Waida at
443-951-4849. Thank you.
Please make payment to:
SC&H Group, Inc.
P.O. Box 64271
Baltimore, MD 21264-4271
Please reference invoice number on your payment to ensure proper posting to your account
Federal ID # 20-5991824
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Firmex Invoice
SC&H Capital
910 Ridgebrook Road
Sparks
MD, 21152
United States
Product / Description
Prepared for
Debbie Beall
Invoice Number
00012736
Term
6 months
Currency
USD
Date
8/25/2021
Unit
Price
QTY
$1,000
1
6 Month Data Room - Moon
Group
Transaction Storage Allowance (GB)
Storage Allowance (GB)
$0
6
Included in Package Additional Storage is $500 per
GB
0.00
Unique Host User Licences
$0
1
Unlimited
0.00
$0
1
Unlimited
0.00
$0
1
Included in Package
0.00
$0
1
Unlimited
0.00
$0
1
Unlimited
0.00
Transaction
Transaction on your own privately branded data room.
Guest User Licences
Guest User licences for your custom-branded data
room.
Q&A Module with Workflow
Q&A Module. Workflow management for managing the
Q&A process for M&A, RFPs and more.
Support - 24/7/365
Unlimited 24/7/365 Tier 1 support for host and guest
users.
Training and Project Consultation
Unlimited training and project consultation for host and
guest users to ensure success and ease of use.
Total Service Fees
Description: SC&H - Moon Group
Please contact me with any questions.
Best regards,
David Cappuccitti
(416) 850-4241
david.cappuccitti@firmex.com
Discount
Notes
Subtotal
1,000.00
1,000.00 USD
Case 21-11140-CSS
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Case 21-11140-CSS
From:
To:
Subject:
Date:
Attachments:
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USPS_Shipping_Services@usps.com
Debbie Beall
USPS - Click-N-Ship(R) Payment Confirmation
Monday, September 27, 2021 1:09:45 PM
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Sign in | Shipping History | Manage Your Mail
| Customer Service
USPS-Click-N-Ship® Payment Confirmation
Thanks for shipping with us, DEBBIE BEALL!
Additional information regarding your label(s) can be found in your Shipping History. From your Shipping History you can
Ship Again, track your package, or request a refund.
Click-N-Ship® Payment Details
Acct #: 112722213
Transaction Number: 544561040
Transaction Date/Time: 09/27/2021 12:07 PM CDT
Transaction Amount: $7.95
Payment Method: VISA-7703
Priority Mail® 1-Day
Flat Rate Envelope
9405 5036 9930 0015 6032 19 (Sequence Number 1 of 1)
Scheduled Delivery Date: 09/28/2021
Shipped to:
HANK WAIDA
105 FALLSTON MEADOW CT
FALLSTON MD 21047-2545
Learn more about requesting a refund onlinehere.
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Case 21-11140-CSS
of the email by you is prohibited.
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Case 21-11140-CSS
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INVOICE
Alchemy Research and Analytics,
Date: 29th September, 2021
N.N.Bose Road, Sagar Bhanga,
Invoice No.: EP/09-21/023/568
Venus Engineering Works,
PAN No.: ABAFA7083L
Durgapur – 713211,
GSTIN: 19ABAFA7083L1Z3
West Bengal
T: +91 343 255 0131
M: +91 98000 86550
Bill To: SC&H Capital, 16 N. Washington St., Suite 102, Easton, MD
Kind Attn: Mr Matt LoCascio
S. No
1
Description
Hours Worked
Amount (USD)
Moon Group CIM
100
2,500
Total (USD)
100
2,500
Payment Instructions: Payment by Electronic Fund Transfer or Wire Transfer only
Payment Details
Beneficiary A/c No.
Beneficiary Name
Beneficiary Bank
Bank Address
SWIFT Code
IFSC Code
018805500441
Alchemy Research and Analytics
ICICI Bank Limited
ICICI Bank Limited, Durgapur Branch, Shahid Khudi Ram Sarani, Opp.
Suhatta Building, Durgapur – 713216, District – Barddhaman, West
Bengal, India
ICICINBBCTS
ICIC0000188
Note: Payments are to be made within 15 days of receipt. Please specify the Invoice number while making a
payment
(On behalf of Alchemy Research and Analytics)
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INVOICE
Invoice Number: 00226093
Invoice Date: Oct 31, 2021
Account Number: 320002102
Advertiser Account Number: 320002102
Terms: Net Due 30 Days
Due Date: Nov 30, 2021
Amount Due: USD 5,360.09
DOW JONES & COMPANY, INC.
P.O. BOX 300
Princeton NJ 08543-0300
FEDERAL TAX ID # 13-5034940
THE WALL STREET JOURNAL
PLEASE SEND YOUR REMITTANCE TO:
ACCOUNTSRECEIVABLE@DOWJONES.COM
JPMORGAN CHASE, N.A.
SWIFT: CHASUS33
ABA: 021000021
ACCT: 140024880
FOR CHEQUE PAYMENTS:
DOW JONES & COMPANY INC.
PO BOX 4137
NEW YORK, NY 10261-4137
CREDIT CARD PAYMENT PORTAL: DJFASTPAY.COM
SC&H GROUP
6011 UNIVERSITY BLVD.
SUITE 490
ELLICOTT CITY, MD 21043
Name of Advertiser: SC&H GROUP
DATE
P.O. #
DESCRIPTION/ AD CAPTION
PAGE NBR
ZONE
UNIT SIZE
RATE
PREM POS*
AMOUNT
GROSS
NET
Oct 05, 2021
3 day package
Oct 21
OCT 2021
B7
NL
4"
446.6750
1,786.70
1,786.70
Oct 06, 2021
3 day package
Oct 21
OCT 2021
B8
NL
4"
446.6750
1,786.70
1,786.70
Oct 07, 2021
3 day package
Oct 21
OCT 2021
B8
NL
4"
446.6725
1,786.69
1,786.69
5,360.09
5,360.09
COMMENTS:
AMOUNT SUB TOTAL
USD
INVOICE TOTAL
USD
5,360.09
Page 1 of 1
For questions, please email DJCOLLECTIONS@DOWJONES.COM or call USA/Canada: 1-844-883-8605, EMEA (Europe,
Africa and The Middle East) dial + 44-20-3467-2892, APAC (Asia-Pacific) +852-5808-1337
*
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EXHIBIT B
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Case 21-11140-CSS
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
MOON GROUP, INC., et al.1,
Debtors.
)
)
)
)
)
Chapter 11
Case No. 21-11140 (CSS)
(Jointly Administered)
Related Docket No. ____
ORDER GRANTING SECOND INTERIM APPLICATION OF SC&H GROUP,
INC. FOR REIMBURSEMENT OF EXPENSES AS INVESTMENT BANKER AND
FINANCIAL ADVISOR TO THE DEBTORS AND DEBTORS IN POSSESSION FOR
THE PERIOD FROM AUGUST 25, 2021 THROUGH OCTOBER 31, 2021
Upon consideration of the second interim fee application (the “Application”) of SC&H
Group, Inc. (“SCH”), investment banker to the debtors and debtors in possession (the “Debtors”),
for interim allowance of reimbursement of expenses incurred solely for the Debtors for the period
from August 25, 2021 through October 31, 2021 (the “Application Period”); and this Court having
determined that all of the requirements of sections 327, 328, 330, and 331 of the Bankruptcy Code
as well as Rule 2016 of the Federal Rules of Bankruptcy Procedure and the applicable Local Rules
have been satisfied; and it further appearing that the expenses incurred were actual, reasonable and
necessary; and it appearing that notice of the Application was appropriate; and after due
deliberation and sufficient good cause appearing therefore; it is hereby
ORDERED that the Application is approved on an interim basis; and it is further
ORDERED that SCH is granted interim allowance of the reimbursement of expenses
incurred during the Application Period in the amount of $9,216.04; and it is further
1
The Debtors in these chapter 11 cases, along with the last four digits of each of the Debtors’ respective
federal tax identification numbers, are as follows: Moon Group, Inc. (7484); Moon Landscaping, Inc.
(3442); Moon Nurseries, Inc. (8411); Moon Site Management, Inc. (0250); Moon Wholesale, Inc. (3232);
and Rickert Landscaping, Inc. (3988). The Debtors’ headquarters and mailing address is 145 Moon Road,
Chesapeake City, MD 21915.
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ORDERED that Debtors are authorized and directed to make prompt payment to SCH in
the amount of $9,216.04; and it is further
ORDERED that this Court shall retain jurisdiction over any and all matters arising from
or related to the interpretation or implementation of this Order.
Dated: January ___, 2022
Wilmington, Delaware
The Honorable Christopher S. Sontchi
United States Bankruptcy Judge
2