Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807)

KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179)

KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469)

601 Lexington Avenue Brian H. Richardson (VA 92477)

New York, New York 10022 KUTAK ROCK LLP

Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000

Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

-and- Facsimile: (804) 783-6192

David L. Eaton (admitted pro hac vice)

Jaimie Fedell (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North LaSalle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

LE TOTE, INC., et al.,

1 ) Case No. 20-33332 (KLP)

)

Debtors. ) (Jointly Administered)

)

FOURTH MONTHLY FEE

APPLICATION OF NFLUENCE PARTNERS

AS INVESTMENT BANKER FOR THE DEBTORS FOR

COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE 

PERIOD FROM NOVEMBER 1, 2020 TO AND INCLUDING NOVEMBER 30, 2020

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ 

claims and noticing agent at https://cases.stretto.com/letote/. The location of the Debtors’ service address is 

250 Vesey Street, 22nd Floor, New York, New York 10281.

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2

Name of Applicant: HMAdviseCo, LLC d/b/a Nfluence 

Partners (“Nfluence”)

Authorized to provide professional services 

to:

Le Tote, Inc., et al.

Debtors and Debtors in Possession

Date of retention: Order entered on October 22, 2020, retention 

as of August 2, 2020

Period for which compensation and 

reimbursement is sought:

November 1, 2020, through November 30, 

2020

Amount of compensation sought as actual, 

reasonable and necessary:

$625,000.00 (80% of the $750,000.00 

Success Fee, plus the Monthly Fee Statement)

Amount of compensation requested 

immediately $600,000.00 (80% of the Success Fee)2

Amount of expense reimbursement sought as 

actual, reasonable, and necessary: $0.00

Type of fee statement or application: Monthly Fee Statement3

2

 Pursuant to the Retention Order (as defined herein), the Debtors are authorized to pay the $25,000 Monthly Fee 

to Nfluence each month when requested under the Engagement Letters (as defined herein) without a prior fee 

application

3

 Notice of this Monthly Fee Statement shall be served in accordance with the Interim Compensation Order 

(as defined herein) and objections to payment of the amounts described in this Monthly Fee Statement shall be 

addressed in accordance with the Interim Compensation Order. Accordingly, the Debtors’ payment of such 

Monthly Fees is not reflected in this Monthly Fee Statement (as defined below).

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3

Pursuant to sections 327, 330 and 331 of title 11 of the United States Code 

(the “Bankruptcy Code”), rule 2016 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), the Local Rules of the United States Bankruptcy Court for the Eastern 

District of Virginia (the “Local Rules”), the Order (I) Authorizing the Retention and Employment 

of Nfluence Partners as Investment Banker for the Debtors and Debtors in Possession Effective as 

of August 2, 2020, (II) Modifying Certain Time-Keeping Requirements, and (III) Granting Related 

Relief [Docket No. 474] (the “Retention Order”),4 the Order (I) Establishing Procedures for 

Interim Compensation and Reimbursement of Expenses for Retained Professionals and 

(II) Granting Related Relief, entered September 21, 2020 [Docket No. 189] (the “Interim

Compensation Order”), Nfluence, investment banker for the Debtor, hereby files this monthly fee 

statement (this “Monthly Fee Statement”) for interim allowance and payment of compensation for 

professional services rendered and reimbursement of expenses incurred for the period from 

September 1, 2020 to and including September 30, 2020 (the “Fee Period”) in the aggregate 

amount of $25,000.00, comprised of: (i) $25,000.00 earned by Nfluence for its professional 

services to the Debtors during the Fee Period on account of the November Monthly Fee, (ii) 

$600,000 (80% of $750,000.00) earned by the Nfluence for its professional services to the Debtors 

during the Fee Period on account of the Success Fee, plus (iii) $0.00 of actual and necessary 

4

 The Retention Order approved the terms of that certain engagement letter certain engagement letter between 

Nfluence, BA Securities, LLC (“BA”), and Le Tote Inc., dated as of May 8, 2020 (the “Le Tote Engagement 

Letter”), that certain engagement letter between Nfluence, BA, and Le Tote, dated as of June 16, 2020 (the “Lord 

and Taylor Engagement Letter”), and that certain Amendment to Engagement Agreement, amending the Lord & 

Taylor Engagement Letter, dated as of September 14, 2020 (the “Lord & Taylor Amendment,” and together with 

the Le Tote Engagement Letter and the Lord & Taylor Engagement Letter, the “Engagement Letters”), copies of 

which are attached as Exhibit 1, Exhibit 2, and Exhibit 3 to Exhibit A, respectively, of the Application. All 

capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Retention 

Order.

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4

expenses that Nfluence incurred during the Fee Period in connection with such services, and that 

such fees and expense be paid as administrative expenses of the Debtors’ estates.

Itemization of Services Provided and Expenses Incurred

1. In support this Monthly Fee Statement, attached are the following exhibits:

 Exhibit A is a detailed schedule of the number of hours expended by each Nfluence

professional who rendered services on behalf of the Debtors during the Fee Period.

 Exhibit B is a summary of fees and expenses incurred by Nfluence during this Fee Period

in the rendition of the professional services to the Debtors and their estates for which

reimbursement is sought pursuant to this Monthly Fee Statement.

Representations 

2. Although every effort has been made to include all fees and expenses incurred in the Fee

Period, some fees and expenses might not be included in this Monthly Fee Statement due to 

delays caused by accounting and processing during the Fee Period. Nfluence reserves the right 

to make further application to the Court for allowance of such fees and expenses not included 

herein. Subsequent Monthly Fee Statements will be filed in accordance with the Bankruptcy 

Code, the Bankruptcy Rules, Local Rules, and the Interim Compensation Order.

[Remainder of page intentionally left blank]

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5

WHEREFORE, Nfluence requests interim allowance and payment of its fees earned and 

expenses incurred during the Fee Period in the total amount of $625,000.00, consisting of 

(i) $25,000.00 earned by Nfluence for its professional services to the Debtors during the Fee

Period on account of the November Monthly Fee, (ii) $600,000 (80% of $750,000.00) earned 

by the Nfluence for its professional services to the Debtors during the Fee Period on account 

of the Success Fee, plus (iii) $0.00 of actual and necessary expenses that Nfluence incurred 

during the Fee Period in connection with such services, and that such fees and expense be paid 

as administrative expenses of the Debtors’ estates.

Dated: December 22, 2020 NFLUENCE Partners

/s/ Gary Moon

Gary Moon

Managing Partner

Nfluence Partners

Case 20-33332-KLP Doc 732 Filed 12/22/20 Entered 12/22/20 18:10:30 Desc Main

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Exhibit A

Summary of Hours by Professional 

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Summary of Hours

Month Gary Moon Monica Mariani Gaurav Giatonde Peter Lindae

11/1/2020 0.0 0.0 0.0 0.0

11/2/2020 0.5 0.0 2.5 0.0

11/3/2020 0.5 2.0 5.5 0.0

11/4/2020 2.3 0.5 7.0 0.0

11/5/2020 0.5 0.5 7.0 0.5

11/6/2020 0.5 1.0 3.0 0.0

11/7/2020 0.0 0.0 0.0 0.0

11/8/2020 0.0 0.0 0.0 0.0

11/9/2020 1.0 0.0 0.0 0.0

11/10/2020 2.0 0.5 0.5 0.5

11/11/2020 0.5 0.5 1.5 0.0

11/12/2020 2.5 0.5 1.5 0.5

11/13/2020 0.5 0.5 0.5 0.0

11/14/2020 0.0 0.0 0.0 0.0

11/15/2020 0.0 0.0 0.0 0.0

11/16/2020 0.5 0.5 1.5 0.0

11/17/2020 3.5 2.5 2.5 0.5

11/18/2020 0.5 0.5 0.5 0.0

11/19/2020 2.5 0.5 1.5 0.5

11/20/2020 7.5 3.0 3.0 0.0

11/21/2020 0.0 0.0 0.0 0.0

11/22/2020 0.5 0.5 0.5 0.0

11/23/2020 0.5 0.5 0.5 0.0

11/24/2020 1.3 0.5 0.5 0.5

11/25/2020 0.0 0.0 0.5 0.0

11/26/2020 0.0 0.0 0.0 0.0

11/27/2020 0.0 0.0 0.0 0.0

11/28/2020 0.0 0.0 0.0 0.0

11/29/2020 0.0 0.0 0.0 0.0

11/30/2020 0.0 0.0 0.0 0.0

Total 27.6 14.5 40.0 3.0

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DATE HOURS DESRCIPTION

11/2/2020 0.5 hour(s) Gary Moon Le Tote/WF/Carlyle - Weekly

11/2/2020 2.5 hour(s) Gaurav Gaitonde Diligence work for Saadia

11/3/2020 0.5 hour(s) Gary Moon Call Internal Sync

11/3/2020 1.5 hour(s) Monica Mariani Call with Dave, Bobby and Michael 

11/3/2020 0.5 hour(s) Monica Mariani Call with Saadia's lawyer on Contracts - screenshare walking him through the dataroom

11/3/2020 0.5 hour(s) Gaurav Gaitonde Call with Saadia

11/3/2020 0.5 hour(s) Gaurav Gaitonde Internal Nfluence sync on deal

11/3/2020 4.5 hour(s) Gaurav Gaitonde Diligence work for Saadia

11/4/2020 1.0 hour(s) Gary Moon Messages to Client and Kirkland

11/4/2020 0.5 hour(s) Gary Moon Material Review

11/4/2020 0.8 hour(s) Gary Moon Material Review/Prep

11/4/2020 0.5 hour(s) Monica Mariani Internal call to discuss reponse to Saadia's contract extention ask

11/4/2020 0.5 hour(s) Gaurav Gaitonde Call with Saadia on DD follow-ups

11/4/2020 1.0 hour(s) Gaurav Gaitonde Calls and messaging with Management to discuss Saadia follow-ups

11/4/2020 5.0 hour(s) Gaurav Gaitonde Diligence work for Saadia

11/4/2020 0.5 hour(s) Gaurav Gaitonde Internal Nfluence sync on deal

11/5/2020 0.5 hour(s) Gary Moon Call Internal Sync

11/5/2020 0.5 hour(s) Monica Mariani Internal call to discuss next steps 

11/5/2020 6.0 hour(s) Gaurav Gaitonde Diligence work for Saadia

11/5/2020 0.5 hour(s) Gaurav Gaitonde Internal Nfluence sync on deal

11/5/2020 0.5 hour(s) Gaurav Gaitonde Calls with Le Tote and L&T Management

11/5/2020 0.5 hour(s) Peter Lindae Internal Sync Call for next steps

11/6/2020 0.5 hour(s) Gary Moon Call Le Tote / L&T TSA

11/6/2020 1.0 hour(s) Monica Mariani 2 Saadia DD calls

11/6/2020 1.0 hour(s) Gaurav Gaitonde Calls with Le Tote and L&T Management and Saadia

11/6/2020 2.0 hour(s) Gaurav Gaitonde Diligence work for Saadia

11/9/2020 0.5 hour(s) Gary Moon Material Review

11/9/2020 0.5 hour(s) Gary Moon Call Standing Le Tote / Saadia Closing

11/10/2020 0.5 hour(s) Gary Moon Meeting Prep

11/10/2020 0.5 hour(s) Gary Moon Call Le Tote | BDO

11/10/2020 0.5 hour(s) Gary Moon Internal Sync

11/10/2020 0.5 hour(s) Gary Moon Le Tote / WF / Carlyle Weekly

11/10/2020 0.5 hour(s) Monica Mariani Call Internal Sync

11/10/2020 0.5 hour(s) Gaurav Gaitonde Nfluence internal sync on deal

11/10/2020 0.5 hour(s) Peter Lindae Interal Sync Call

11/11/2020 0.5 hour(s) Gary Moon Standing Le Tote / Saadia Closing

11/11/2020 0.5 hour(s) Monica Mariani Standing call with Saadia

11/11/2020 0.5 hour(s) Gaurav Gaitonde Standing call with Management and Saadia

11/11/2020 1.0 hour(s) Gaurav Gaitonde Diligence work for Saadia

11/12/2020 0.5 hour(s) Gary Moon Internal Sync

11/12/2020 1.0 hour(s) Gary Moon Material Review/Prep

11/12/2020 1.0 hour(s) Gary Moon Le Tote Board Call

11/12/2020 0.5 hour(s) Monica Mariani Call Internal Sync

11/12/2020 0.5 hour(s) Gaurav Gaitonde Nfluence internal sync on deal

11/12/2020 1.0 hour(s) Gaurav Gaitonde LeTote and Lord & Taylor Standing BOD Meeting

11/12/2020 0.5 hour(s) Peter Lindae Interal Sync Call

11/13/2020 0.5 hour(s) Gary Moon Standing Le Tote / Saadia Closing

11/13/2020 0.5 hour(s) Monica Mariani Standing call with Saadia

11/13/2020 0.5 hour(s) Gaurav Gaitonde Standing call with Management and Saadia

11/16/2020 0.5 hour(s) Gary Moon Standing call with Saadia

11/16/2020 0.5 hour(s) Monica Mariani Standing call with Saadia

11/16/2020 0.5 hour(s) Gaurav Gaitonde Standing call with Management and Saadia

11/16/2020 1.0 hour(s) Gaurav Gaitonde Diligence work for Saadia

11/17/2020 0.5 hour(s) Gary Moon Material Review

11/17/2020 0.5 hour(s) Gary Moon Call Internal Sync

11/17/2020 2.5 hour(s) Gary Moon Timesheet - Adding August

11/17/2020 0.5 hour(s) Monica Mariani Call Internal Sync

11/17/2020 2.0 hour(s) Monica Mariani Timesheet - August 

11/17/2020 0.5 hour(s) Gaurav Gaitonde Internal Nfluence sync on deal

11/17/2020 2.0 hour(s) Gaurav Gaitonde August timesheet

11/17/2020 0.5 hour(s) Peter Lindae Interal Sync Call

11/18/2020 0.5 hour(s) Gary Moon Standing call with Saadia

11/18/2020 0.5 hour(s) Monica Mariani Standing call with Saadia

11/18/2020 0.5 hour(s) Gaurav Gaitonde Standing call with Management and Saadia

11/19/2020 0.5 hour(s) Gary Moon Call Internal Sync

11/19/2020 1.0 hour(s) Gary Moon Material Review

11/19/2020 1.0 hour(s) Gary Moon Board Call

11/19/2020 0.5 hour(s) Monica Mariani Call Internal Sync

11/19/2020 0.5 hour(s) Gaurav Gaitonde Internal Nfluence sync on deal

11/19/2020 1.0 hour(s) Gaurav Gaitonde LeTote and Lord & Taylor Standing BOD Meeting

Summary of Hours Worked - Total

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DATE HOURS DESRCIPTION

Summary of Hours Worked - Total

11/19/2020 0.5 hour(s) Peter Lindae Interal Sync Call

11/20/2020 2.0 hour(s) Gary Moon Saadia Response to Emergency Hearing

11/20/2020 5.0 hour(s) Gary Moon Call with BrandedOnline

11/20/2020 0.5 hour(s) Gary Moon Standing call with Saadia

11/20/2020 2.0 hour(s) Monica Mariani Saadia Response to Emergency Hearing

11/20/2020 0.5 hour(s) Monica Mariani Call with BrandedOnline

11/20/2020 0.5 hour(s) Monica Mariani Standing call with Saadia

11/20/2020 2.0 hour(s) Gaurav Gaitonde Saadia Response to Emergency Hearing

11/20/2020 0.5 hour(s) Gaurav Gaitonde Call with Branded Online

11/20/2020 0.5 hour(s) Gaurav Gaitonde Standing call with Management and Saadia

11/22/2020 0.5 hour(s) Gary Moon Saadia Response to Emergency Hearing

11/22/2020 0.5 hour(s) Monica Mariani Saadia Response to Emergency Hearing

11/22/2020 0.5 hour(s) Gaurav Gaitonde Saadia Response to Emergency Hearing

11/23/2020 0.5 hour(s) Gary Moon Le Tote Closing Call

11/23/2020 0.5 hour(s) Monica Mariani Le Tote Closing Call

11/23/2020 0.5 hour(s) Gaurav Gaitonde Le Tote Closing Call

11/24/2020 0.5 hour(s) Gary Moon Internal Sync

11/24/2020 0.8 hour(s) Gary Moon Call w/ Ed

11/24/2020 0.5 hour(s) Monica Mariani Internal Sync

11/24/2020 0.5 hour(s) Gaurav Gaitonde Internal Sync

11/24/2020 0.5 hour(s) Peter Lindae Internal Sync

11/25/2020 0.5 hour(s) Gaurav Gaitonde Messaging with Saadia 

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Exhibit B

Summary of Fees and Expenses

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HM Advise Co, LLC

160 Spear Street

Suite 1230

San Francisco, CA 94105

650-515-8734

INVOICE

Invoice # 1212

Invoice Date 11/23/20

Amount Due: $750,000.00

Le Tote, Inc.

250 Vesey Street, 22nd Floor

New York, NY 10281

United States

Due Date Terms

11/23/20 Due upon receipt

Item Description Price Amount

Success Fee Success Fee per Engagement Letter 9-14-20 $750,000.00 $750,000.00

Total: $750,000.00

Payments: $0.00

Amount Due: $750,000.00

Payment Instructions. All payments for Nfluence Partners should be directed to BA Securities.

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HM Advise Co, LLC

160 Spear Street

Suite 1230

San Francisco, CA 94105

650-515-8734

INVOICE

Invoice # 1212

Invoice Date 11/23/20

Amount Due: $750,000.00

Le Tote, Inc.

250 Vesey Street, 22nd Floor

New York, NY 10281

United States

Due Date Terms

11/23/20 Due upon receipt

Item Description Price Amount

Success Fee Success Fee per Engagement Letter 9-14-20 $750,000.00 $750,000.00

Total: $750,000.00

Payments: $0.00

Amount Due: $750,000.00

Payment Instructions. All payments for Nfluence Partners should be directed to BA Securities.

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