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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

Chapter 11 Case No. 12-01573 Judge Lundin Jointly Administered

Debtors

THE DEADLINE FOR FILING A TIMELY RESPONSE IS: March 27, 2012 IF A RESPONSE IS TIMELY FILED, THE HEARING WILL BE HELD ON: April 17, 2012, at 9:00 a.m. in Courtroom 2 of the U.S. Bankruptcy Court located at 701 Broadway, Nashville, Tennessee. NOTICE 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 DEBTOR NUNC PRO TUNC AND/OR RETROACTIVELY TO MARCH 1, 2012 The Official Committee of Unsecured Creditors for the Debtor Church Street Health Management, LLC has asked the Court for the following relief: Entry of an Order Authorizing the Retention of Baker, Donelson, Bearman, Caldwell, & Berkowitz, P.C. as Counsel to the Official Committee of Unsecured Creditors of Debtor Church Street Health Management, LLC Nunc Pro Tunc and/or Retroactively to March 1, 2012. YOUR RIGHTS MAY BE AFFECTED. If you do not want the Court to grant the attached Application by entering the attached Order, or if you want the Court to consider your views on the Application, then on or before March 27, 2012, you or your attorney must: 1. File with the Court your response or objection explaining your position. PLEASE NOTE: THE BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE REQUIRES ELECTRONIC FILING. ANY RESPONSE OR OBJECTION YOU WISH TO FILE MUST BE SUBMITTED ELECTRONICALLY. TO FILE ELECTRONICALLY, YOU
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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OR YOUR ATTORNEY MUST GO TO THE COURT WEBSITE AND FOLLOW THE INSTRUCTIONS AT: <https://ecf.tnmb.uscourts.gov>. If you need assistance with Electronic Filing you may call the Bankruptcy Court at (615) 736-5584. You may also visit the Bankruptcy Court in person at: 701 Broadway, First Floor, Nashville, Tennessee (Monday-Friday, 8am to 4pm) 2. Your response must state that the deadline for filing responses is March 27, 2012, the date of the scheduled hearing is April 17, 2012, and the application to which you are responding is the 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 Debtor Church Street Health Management, LLC. Nunc Pro Tunc and/or Retroactively to March 1, 2012. You must serve your response or objection by electronic service through the Electronic Filing system described above. You must also mail a copy of your response or objection to: John H. Rowland Courtney H. Gilmer Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. 211 Commerce Street, Suite 800 Nashville, Tennessee 37201 E. Franklin Childress, Jr. Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. 165 Madison Avenue, Suite 2000 Memphis, Tennessee 38103 John Charles Tishler Kathleen G. Stenberg WALLER LANSDEN DORTCH & DAVIS, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 Beth Roberts Derrick Assistant US Trustee Office of the US Trustee 701 Broadway, Suite 318 Nashville, TN 37203 2
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If a response is filed before the deadline stated above, the hearing will be held at the time and place indicated above. THERE WILL BE NO FURTHER NOTICE OF THE HEARING DATE. You may check whether a timely response has been filed by calling the Clerk's office at (615) 736-5584, or viewing the case on the Court's website at
<https://ecf.tnmb.uscourts.gov>.

If you or your attorney do not take these steps, the Court may decide that you do not oppose the relief sought in the Motion and may enter an order granting the relief sought. Dated: March 6, 2012 Respectfully submitted, /s/ John H. Rowland John H. Rowland (BPR#13944) Courtney H. Gilmer (BPR # 022131) Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. 211 Commerce Street, Suite 800 Nashville, Tennessee 37201 Telephone: (615) 726-5544 Facsimile : (615) 744-5544 Email for ECF purposes: businessbknash@bakerdonelson.com E. Franklin Childress, Jr. (BPR# 07040) Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. 165 Madison Avenue, Suite 2000 Memphis, Tennessee 38103 Telephone: (901)577-2147 Facsimile: (901) 577-2303 Email: fchildress@bakerdonelson.com Proposed Counsel for the Official Committee of Unsecured Creditors

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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 ) ) ) ) ) ) ) )

Chapter 11 Case No. 12-01573 Judge Lundin Jointly Administered

Debtors

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 The Official Committee of Unsecured Creditors (the "Committee") appointed in the chapter 11 case filed by Church Street Health Management, LLC ("CSHM") submits this application ("Application") for an order authorizing the employment and retention of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. ("Baker Donelson") as counsel to the Committee pursuant to sections 328 and 1103(a) and (b) of title 11 of the United States Code (the "Bankruptcy Code") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), nunc pro tunc and/or retroactively to March 1, 2012. In support of this Application, the Committee submits the declaration of John H. Rowland (the "Rowland Declaration"), attached hereto as Exhibit A and incorporated herein by reference, and respectfully represents as follows:

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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JURISDICTION 1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue of this proceeding within this district is proper pursuant to 28 U.S.C. 1408 and 1409. BACKGROUND AND RELIEF REQUESTED 2. On February 20, 2012, CSHM and its affiliated debtors and debtors in possession

(collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Tennessee. 3. The Debtors are continuing in possession of their property and are operating and

managing their businesses, as debtors in possession, pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases. 4. On March 1, 2012, the United States Trustee, pursuant to section 1102 of the

Bankruptcy Code, appointed the Committee in the chapter 11 case filed by CSHM. The Committee is currently comprised of the following members: (i) Henry Schein, Inc.; (ii) Habi Ltd.; (iii) Adventure 3 Properties, LP; (iv) Timothy Angus; and (v) Henry A. Meyer, III. March 1, 2012, the Committee selected Baker Donelson as its counsel. 5. The Committee has selected the firm of Baker Donelson as its counsel because of On

the expertise and experience of the firm's attorneys in bankruptcy cases including representing creditors' committees in chapter 11 cases. Attorneys at Baker Donelson have previously represented creditors' committees in a number of significant bankruptcy proceedings. Furthermore, Baker Donelson's broad-based practice, which includes expertise in the areas of finance, litigation, tax, health care, and real estate, as well as bankruptcy, will permit it to represent fully the interests of the Committee in an efficient and effective manner. 5
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6.

Baker Donelson is expected to render such legal services as the Committee may

consider desirable to discharge the Committee's responsibilities and further the interests of the Committee's constituents in CSHM's chapter 11 case. In addition to acting as primary spokesman for the Committee, it is expected that Baker Donelson's services will include, without limitation, assisting, advising, and representing the Committee with respect to the following matters: (a) The administration of CSHM's chapter 11 case and the exercise of oversight with respect to CSHM's affairs including all issues arising from or impacting CSMH or the Committee in the CSHM chapter 11 case and all issues arising in the Debtors' chapter 11 cases that relate to or affect CSHM; The preparation on behalf of the Committee of all necessary applications, motions, orders, reports, and other legal papers; Appearances in this Court to represent the interests of the Committee; The negotiation, formulation, drafting, and confirmation of any plan of reorganization or liquidation and matters related thereto; The exercise of oversight with respect to any transfer, pledge, conveyance, sale, or other liquidation of the assets of CSHM and the Debtors; Such investigation, if any, as the Committee may desire concerning, among other things, the assets, liabilities, financial condition, and operating issues concerning CSHM and the Debtors that may be relevant to CSHMs chapter 11 case; Such communication with the Committee's constituents and others as the Committee may consider desirable in furtherance of its responsibilities; and The performance of all of the Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules or as may be ordered by the Court.

(b)

(c) (d)

(e)

(f)

(g)

(h)

7.

Baker Donelson has indicated its willingness to serve as counsel to the Committee

herein and to receive compensation on an hourly basis, subject to the approval of this Court and compliance with sections 328, 330, and 331 of the Bankruptcy Code, the Federal Rules of 6
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Bankruptcy Procedure, the Local Rules of Court for the United States Bankruptcy Court for the Middle District of Tennessee (the "Local Rules"), the United States Trustee's Guidelines for Fees and Disbursements issued by the Office of the United States Trustee, and such other procedures as may be fixed by order of this Court, for professional services rendered and expenses incurred by Baker Donelson. The current hourly rates charged by Baker Donelson for attorneys and paralegals are set forth in the Rowland Declaration. 8. 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 creditors, and the Debtors' 20 largest unsecured creditors (the parties in interest so listed are referred to hereinafter collectively as the "Parties In Interest"). As set forth in the Rowland Declaration, to the best of his knowledge, Baker Donelson does not represent any of the Parties In Interest. 9. 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. As set forth in the Rowland Declaration, 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 1year 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 7
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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. 10. To the best of the Committee's knowledge, information, and belief (and consistent

with the Rowland Declaration), Baker Donelson is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code in that Baker Donelson: (a) has waived any claim as described in paragraph 9 above, and is not an equity security holder, or an insider; is not and was not, within two years before the date of the filing of the petition, a director, officer, or employee of CSHM; does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, CSHM, or for any other reason; and pursuant to 11 U.S.C. section 1103(b) Baker Donelson does not and will not represent any party other than the Committee in connection with the Chapter 11 Case.

(b)

(c)

(d)

11.

No member of Baker Donelson is related to any United States District Judge or

United States Bankruptcy Judge in the Middle District of Tennessee, or to the United States Trustee for such district or any employee in the office thereof.

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12.

It is the carefully considered view of the Committee that, taking into account the

facts of this case and the various interests involved, representation of the Committee by Baker Doneslon is appropriate and advisable. To the best of the Committee's knowledge, information, and belief (and consistent with the Rowland Declaration), Baker Donelson represents no interest adverse to the Committee or CSHM's estate which would preclude it from acting as counsel to the Committee in the matters upon which it is to be engaged. 13. Based on the foregoing, the employment of Baker Donelson by the Committee is

necessary, would be in the best interests of the Committee and CSHM's estate, and complies with sections 328 and 1103 of the Bankruptcy Code. 14. Baker Donelson commenced performing services for the Committee on March 1,

2012, the day Baker Donelson was selected to represent the Committee in CSHM's chapter 11 case. Accordingly, the Committee respectfully requests that the retention of Baker Donelson be authorized nunc pro tunc and/or retroactively, effective as of March 1, 2012. 15. No previous application for the relief requested herein has been made to this or

any other Court. NOTICE 16. In accordance with Local Rule 2014-1, notice of this Application has been given

to the following parties or, in lieu thereof, to their counsel, if known: (a) the Debtors; (b) the Debtors' counsel; (c) the United States Trustee for the Middle District of Tennessee; (d) the Debtors' 10 largest unsecured creditors; (e) the Tennessee Attorney General; (f) all of the known creditors of the Debtors asserting secured claims; and (g) all parties that have requested personal notice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested herein, the Committee submits that no further notice of this Application is necessary or required. 9
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WHEREFORE, the Committee respectfully requests that the Court enter an order substantially in the form attached hereto as Exhibit B approving the retention of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. by the Committee to perform the services described herein, nunc pro tunc to March 1, 2012, and granting such other and further relief as the Court may deem just and proper. Dated: March 6, 2012

COMMITTEE CHAIR

/s/ James R. Moriarty James R. Moriarty

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CERTIFICATE OF SERVICE The undersigned hereby certifies that on the 6th day of March, 2012, a copy of the foregoing was filed electronically. Notice of this filing will be sent by operation of the Court's electronic filing system to all parties indicated on the electronic filing receipt. Parties may access this filing through the Court's electronic filing system: John Charles Tishler Kathleen G. Stenberg WALLER LANSDEN DORTCH & DAVIS, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 Beth Roberts Derrick Assistant US Trustee Office of the US Trustee 701 Broadway, Suite 318 Nashville, TN 37203

/s/ John H. Rowland John H. Rowland

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