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Case 3:12-bk-01573 Doc 122-1 Filed 03/06/12 Entered 03/06/12 16:42:32 Exhibit A (Declaration of John Rowland) Page 1 of 6
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE IN RE: CHURCH STREET HEALTH MANAGEMENT, LLC. et al, 1 ) ) ) ) ) ) ) )
Debtors
DECLARATION OF ATTORNEY JOHN H. ROWLAND IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AN ORDER AUTHORIZING THE RETENTION OF BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CHURCH STREET HEALTH MANAGEMENT, LLC NUNC PRO TUNC AND/OR RETROACTIVELY TO MARCH 1, 2012
I, JOHN H. ROWLAND, hereby declare under penalty of perjury: 1. I am an attorney at law admitted to practice in the State of Tennessee and the
Bankruptcy Courts and District Courts for the Middle District of Tennessee. I am a member of the firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. ("Baker Donelson"), which maintains an office at 211 Commerce Street, Suite 800, Nashville, Tennessee 37201, among others. I submit this declaration (the "Declaration") in support of the application (the "Application") of the Official Committee of Unsecured Creditors (the "Committee") appointed in the chapter 11 case filed by Church Street Health Management, LLC ("CSHM") for the entry of an order authorizing the Committee's retention of Baker Donelson as its counsel, nunc pro tunc and/or retroactively to March 1, 2012.
The Debtors (with the last four digits of each Debtor's federal tax identification number and chapter 11 case number), are: Church Street Health Management, LLC (2335; Case No. 12-01573), Small Smiles Holding Company, LLC (4993; Case No. 12-01574), FORBA NY, LLC (8013; Case No. 12-01575), FORBA Services, Inc. (6506; Case No. 12-01576), EEHC, Inc. (4973; Case No. 12-01577).
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2.
of significant bankruptcy proceedings. The Firm has the requisite experience and possesses the necessary expertise to undertake this engagement. 3. Baker Donelson has conducted a conflicts check (the "Conflicts Check") based on
the filings in the case and information provided by the proposed counsel for CSHM and its affiliated debtors and debtors in possession (collectively, the "Debtors"). The categories of interested parties on the list which Baker Donelson checked are the Debtors and their affiliates, the Debtors' officers and directors, the Debtors' secured lenders, and the Debtors' 20 largest unsecured creditors (the parties in interest so listed are referred to hereinafter collectively as the "Parties In Interest"). 4. The conflicts check system and adverse party index maintained by Baker
Donelson is designed to include every matter on which the firm is now or has been engaged, by which entity the firm is now or has been engaged, and, in each instance, the identity of related parties and adverse parties and the attorneys in the firm who are knowledgeable about the matter. It is the policy of Baker Donelson that no new matter may be accepted or opened by the firm without completing and submitting to those charged with maintaining the conflicts check system and adverse party index the information necessary to check each such matter for conflicts, including the identity of the prospective client, the matter, and related and adverse parties. Accordingly, Baker Donelson maintains and systematically updates this system in the regular course of business of the firm, and it is the regular practice of the firm to make and maintain these records. Baker Donelson prepared a conflicts report using the names of the Parties In Interest (the "Conflicts Report").
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5.
Based on the Conflicts Report, to the best of my knowledge, Baker Donelson does
not represent any of the Parties In Interest, except to the extent set forth in paragraph 6 below. 6. Baker Donelson employs non-attorney public policy professionals as part of its
business operations. In September of 2011, CSHM entered into a consulting agreement with Baker Donelson's public policy group seeking non-legal guidance and advisory services concerning matters wholly unrelated to any issues involved in the pending Chapter 11 proceedings. Such matters were limited to government lobbying and related advisory services within the State of Tennessee. The consulting arrangement called for CSHM's payment of a recurring retainer of $1500 per month over the 1-year term of the agreement. As of the Petition Date, no substantive work had been performed by Baker Donelson under the consulting arrangement. No legal services were provided to CSHM under the consulting arrangement and no Baker Donelson attorneys had any involvement in the engagement by the Firm's public policy professionals. As of the Petition Date, the firm was owed approximately $3100 under the agreement. The public policy group's engagement has ceased. Further, Baker Donelson has obtained a waiver from CSHM acknowledging that no legal services were provided by the firm under the engagement, that CSHM consents to Baker Donelson's representation of the Committee in the case, and that CSHM waives any actual or potential conflict that would arise in connection with Baker Donelson's role as counsel to the Committee. Further, Baker Donelson has waived any claims under the consulting agreement, including any claim for amounts due as of the Petition Date. 7. As part of its diverse practice, Baker Donelson appears in cases, proceedings, and
transactions involving many different parties, some of whom may be parties in interest in CSHM's chapter 11 case or may represent parties in interest in CSHM's chapter 11 case. In 3
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addition, Bakers Donelson may represent parties who are parties in interest in CSHM's chapter 11 case (or entities related to such parties in interest) who were not included in the Conflicts Check in matters unrelated to CSHMs chapter 11 case. 8. Baker Donelson has not agreed to share (i) any compensation it may receive with
another party or person, other than with the shareholders of Baker Donelson, or (ii) any compensation another person or party has received or may receive. 9. Our hourly rates range or are anticipated to range as follows: $315 - $475 $375 - $410 $200 - $245 $175 - $185 rates are subject to adjustment in February of each year, but any
adjustment will apply prospectively only. The hourly rates set forth above are Baker Donelson's general hourly rates for work of this nature. These rates are set at a level designed to fairly compensate Baker Donelson for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. 10. It is Baker Donelson's policy to charge its clients in all areas of practice for all
other expenses incurred in connection with the client's case. The expenses charged to clients include, among other things, mail and express mail charges, special or hand delivery charges, photocopying charges, travel expenses, computerized research, and transcription costs. Baker Donelson will charge the Debtors for these expenses in a manner and at rates consistent with charges made generally to Baker Donelson's other clients. Baker Donelson will seek reimbursement of its expenses as allowed pursuant to the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, the applicable Local Rules of Court for the United States Bankruptcy Court for the Middle District of Tennessee, the Guidelines for Reviewing 4
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Applications for Compensation and Reimbursement of Expenses promulgated by the Office of the United States Trustee, and Orders of this Court. 11. Based upon the Conflicts Report, Baker Donelson represents no interest adverse
to the Committee or CSHM's estate with respect to the matters on which Baker Donelson is to be employed. I believe Baker Donelson is a "disinterested person" as defined in 11 U.S.C. 101(14). 12. If Baker Donelson discovers any information that is contrary to or pertinent to the
statements made herein, Baker Donelson will disclose such information in a supplemental affidavit. Baker Donelson recognizes its continuing duty to disclose such information and shall do so promptly. 13. I declare under penalty of perjury that the foregoing is true and correct to the best
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