UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

Fort Lauderdale Division 

www.flmb.uscourts.gov

In re: Chapter 11 

LIBERTY POWER HOLDINGS, LLC, Case No. 21-13797-PDR 

 Debtor. 

______________________________/ 

DEBTOR’S EXPEDITED MOTION PURSUANT TO SECTIONS 105(a) AND 363(b) OF 

THE BANKRUPTCY CODE FOR AUTHORIZATION TO EMPLOY AND RETAIN 

BERKELEY RESEARCH GROUP, LLC TO PROVIDE BOB BUTLER AS CHIEF 

RESTRUCTURING OFFICER AND ADDITIONAL PERSONNEL FOR THE DEBTOR 

EFFECTIVE AS OF THE PETITION DATE 

(Expedited Hearing Requested on Thursday, April 22, 2021 at 2:30 p.m.)

LIBERTY POWER HOLDINGS, LLC (the “Debtor”), by and through its proposed 

undersigned counsel, pursuant to 11 U.S.C. §105(a) and §363(b), files the Debtor’s Expedited 

Motion Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code for Authorization to 

Employ and Retain Berkeley Research Group, LLC to Provide Bob Butler as Chief Restructuring 

Officer and Additional Personnel for the Debtor Effective as of the Petition Date (the “Motion”). 

The Motion seeks entry of an order (the “Proposed Order”), substantially in the form attached 

hereto as Exhibit “C” authorizing the Debtor to retain Berkeley Research Group, LLC (“BRG”), 

pursuant to the terms and conditions of that certain letter agreement between BRG and the Debtor, 

dated April 16, 2021 (the “Engagement Letter”),1

 a copy of which is attached hereto as Exhibit 

“B” to provide Bob Butler to serve as the Debtor’s chief restructuring officer (the “CRO”) and 

provide additional staff (the “Additional Personnel” and, together with the CRO, the “BRG 

 

1 Any references to, or summaries of, the Engagement Letter in this Motion are qualified by the express terms of 

the Engagement Letter, which shall govern if there is any conflict between the Engagement Letter and such 

summaries or references herein. Additionally, any capitalized terms used in this Motion and not otherwise defined 

herein shall have the meanings given to them in the Engagement Letter. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 1 of 42
2 

Professionals”) to support the CRO in the exercise of his duties hereunder and perform financial 

advisory services effective as of the Petition Date. In support of the Motion, the Debtor relies upon 

the Declaration of Bob Butler (the “Butler Declaration”) attached hereto as Exhibit “A” in support 

of the Motion. In addition, the Debtor respectfully represents as follows: 

JURISDICTION AND VENUE

1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157(b) and 

1334. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b). 

2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 

3. The statutory predicates for the relief requested herein are Sections 363(b) and 

105(a), of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), and Rule 6003 

of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). 

BACKGROUND AND BUSINESS OPERATIONS

4. On April 20, 2021 (the “Petition Date”), the Debtor filed a voluntary petition in this 

Court for relief under the Bankruptcy Code (the “Chapter 11 Case”). Since that time, the Debtor 

has operated as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy 

Code. 

5. As of the date hereof, no creditors’ committee has been appointed in this case. In 

addition, no trustee or examiner has been appointed. 

6. For a detailed description of the Debtor and its operations, the Debtor respectfully 

refers the Court and parties in interest to the Declaration of Bob Butler, Proposed Chief 

Restructuring Officer of the Debtor, in Support of Chapter 11 Petition and First Day Motions 

[Docket No. 10] (the “First Day Declaration”) filed April 21, 2021. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 2 of 42
3 

BRG’S QUALIFICATIONS 

7. The Debtor has determined that obtaining the ongoing services of a CRO will 

substantially enhance its ability to (a) operate and meet its administrative obligations in this 

Chapter 11 case, (b) preserve and maximize the value of its assets, and (c) review and analyze 

strategic alternatives as part of the Debtor’s restructuring plan, including through the marketing 

and sale of its assets under Section 363 of the Bankruptcy Code. Accordingly, the Debtor seeks 

permission to employ BRG. The Debtor has determined that the retention of BRG is necessary 

and appropriate and is in the best interests of the Debtor’s estate due to BRG’s expertise and 

qualifications in performing the analyses required in this particular Chapter 11 Case and for the 

reasons enumerated herein. 

8. BRG has significant qualifications and experience in providing the services 

contemplated herein. BRG’s Corporate Finance practice consists of senior financial, management 

consulting, accounting, and other professionals who specialize in providing financial, business, 

and strategic assistance typically in distressed business settings. BRG serves troubled companies, 

debtors, and secured and unsecured creditors, equity holders, and other parties in both in-court and 

out-of-court engagements. 

9. BRG provides expert services, including economic and financial analyses, expert 

testimony, litigation support, and strategic management consulting to a range of public and private 

enterprises. BRG delivers independent expert testimony, original authoritative studies, and 

strategic advice to legislative, judicial, regulatory, and business decision makers. BRG’s other 

services include factual and statistical analyses, report preparation and presentation and data 

collection. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 3 of 42
4 

10. Mr. Butler has over 35 years of diverse financial consulting, executive 

management, and public accounting experience in public and private companies across a variety 

of industries, including almost 20 years of experience in the bankruptcy and restructuring field. 

11. Mr. Butler has extensive energy experience, including his substantial involvement 

in the successful restructuring of NRG Energy and Mirant Corporation. Mr. Butler also recently 

provided Debtor services to a large midstream pipeline company. Additionally, he provided 

litigation support and assisted in the expert testimony in connection with the Enron Class Action 

and Mega Claims litigation. 

12. For California ISO, Mr. Butler and his team were engaged by the Independent 

System Operator (“ISO”) Board of Governors to provide consulting and financial advisory 

services with respect to the ISO’s Market Redesign and Technology Upgrade (MRTU) program. 

The MRTU is central to providing the framework for reliable operations of the California highvoltage power grid in the long run. 

13. Mr. Butler also has experience providing restructuring services to companies 

encountering operational and financial difficulties. Mr. Butler served as Chief Restructuring 

Officer of Spheris Inc. in its complex bankruptcy matter and has served as an advisor on other 

complex bankruptcy matters, including, Mirant Corporation, SunEdison, Westinghouse, Dynegy, 

Enron, NRG Energy, Tropicana Entertainment New Enterprise Stone & Lime Co., Inc., Foresight 

Energy, Nobilis Health Corp., Neighbors Global Holdings, and Egalet Corporation. His out-ofcourt restructuring experience includes serving as a financial advisor on matters in the investment 

management, residential real estate, consumer products, professional services, and chemical 

manufacturing industries. Additionally, he has significant experience in mergers and acquisitions, 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 4 of 42
5 

post-merger integration, initial public offerings, and a wide range of financial and accounting 

issues for both publicly and privately held companies. 

14. Prior to joining BRG, Mr. Butler was an Executive Director with Capstone 

Advisory Group, LLC, and a Managing Director at the Policano & Manzo legacy practice of FTI 

Consulting. Prior to his restructuring experience, he was Executive Vice President of a beverage 

manufacturer and was Vice President - Business Development with a professional services 

provider. He has also worked for PricewaterhouseCoopers, BDO Seidman, and Touche Ross. He 

holds a B.S. in Accounting from the University of Arizona and is a Certified Public Accountant 

and a member of the American Institute of Certified Public Accountants. 

15. The Additional Personnel who will work on this matter have substantial expertise 

in the areas discussed above, and, if approved, will provide services to the Debtor under the 

Proposed Order. The Additional Personnel will work closely with the Debtor’s management and 

professionals throughout these Chapter 11 Cases. By virtue of the expertise of its restructuring 

personnel, BRG is well qualified to provide services to and represent the Debtor’s interests in these 

Chapter 11 Cases. 

16. The Debtor believes that Mr. Butler and BRG are well qualified and able to advise 

it in a cost-effective, efficient, and timely manner. The Debtor has been advised by BRG that it 

will endeavor to coordinate with the other professionals retained in this case to eliminate 

unnecessary duplication of work. Therefore, the Debtor submits that the retention and employment 

of Butler as its chief restructuring officer, with the Additional Personnel, is in the best interests of 

its estate. 

 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 5 of 42
6 

SERVICES TO BE PROVIDED 

17. As provided in the Engagement Letter, BRG has agreed that Mr. Butler will serve 

as the Debtor’s CRO and will assist the Debtor in evaluating and implementing strategic and 

tactical options. In addition, BRG has agreed to provide the Additional Personnel to assist the 

CRO and perform financial advisory services for the Debtor. The BRG Professionals’ rates, and 

other related information, is set forth in the Engagement Letter and summarized herein. 

18. The Debtor has requested that the CRO and the Additional Personnel provide the 

following professional services as independent consultants (“Services”): 

a) In consultation with management of the Company and subject to the approval of 

the Board of Directors of the Company, develop and implement a chosen course 

of action to preserve asset value and maximize recoveries to stakeholders; 

b) Oversee the activities of the Company in consultation with other advisors and the 

management team to effectuate the selected course of action; 

c) Advise and assist the Company in preparing and analyzing cash flow (weekly and 

monthly) and financial projections related to liquidity and borrowing needs, 

including related budget to actual variance analysis; 

d) Assist the Company with contingency planning and the assessment of strategic 

alternatives including a possible Chapter 11 filing; 

e) Assist as requested by management in connection with the Company’s 

development of its business plan, and such other related forecasts as may be 

required by creditor constituencies in connection with negotiations. 

f) Assist with data collection and information gathering related third-party due 

diligence relating to potential transactions with financial and strategic buyers 

g) Advice and assist the Company and other professionals retained by the Company 

in developing, negotiating and executing chapter 11 strategy, Section 363 sales 

or other potential sales of all or portion of the Company 

h) Provide information deemed by the CRO to be reasonable and relevant to 

stakeholders and consult with key constituents, as necessary. 

i) To the extent reasonably requested by the Company, offer testimony before the 

Bankruptcy Court with respect to the services provided by the CRO and the 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 6 of 42
7 

Additional Personnel, and participate in depositions, including by providing 

deposition testimony, related thereto. 

j) If requested, assist in preparation of reports to the Board and the status of 

implementation of restructuring initiatives; 

k) Render such other general business consulting or such other assistance as the 

management or its counsels may deem necessary, including expert testimony, that 

are consistent with the role of a financial advisor; 

l) Such other services as mutually agreed upon by the CRO, Company’s counsel, 

BRG and the Company. 

19. The services that BRG will provide to the Debtor are necessary to enable the Debtor 

to maximize the value of its estate. The services provided by BRG will complement, and not 

duplicate, the services to be rendered by any other professional retained in this Chapter 11 Case. 

Further, the services will not duplicate the services that other professionals will be providing to 

the Debtor in this Chapter 11 Case. 

TERMS OF RETENTION 

20. BRG’s decision to advise and assist the Debtor in connection with this Chapter 11 

Case is conditioned upon its ability to be retained in accordance with BRG’s customary terms and 

conditions of employment, as set forth in the Fees & Expenses section of the Engagement Letter 

(the “Fee and Expense Structure”). The fees charged by the BRG Professionals, will be based on 

the actual hours worked at BRG’s standard hourly rates which are in effect when the Services are 

rendered (“Professional Fees”). BRG periodically revises its hourly rates to reflect promotions and 

other changes in personnel responsibilities, increases in experience, and increases in the cost of 

doing business. Hourly rates may change in the future from time to time and are typically adjusted 

annually. Rate changes will be noted on the invoice for the first time period in which the revised 

rates become effective. The current (2021) standard hourly rates for the BRG Professionals 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 7 of 42
8 

anticipated to be assigned to this case are as follows: 

Managing Director $860 - $1,150 

Director $600 - $895 

Professional Staff $250 - $770 

Support Staff $125 - $275 

21. In addition to Professional Fees, BRG also will be entitled to reimbursement for its 

reasonable costs and expenses incurred in connection with these Chapter 11 Cases, including, but 

not limited to, reasonable travel expenses (including lodging expenses and business meals), costs 

of reproduction, research, communications, our legal counsel, any applicable sales or excise taxes 

and other direct expenses. 

22. The Fee and Expense Structure is consistent with and typical of compensation 

arrangements entered into by BRG and other comparable firms that render similar services under 

similar circumstances. The Debtor believes that the Fee and Expense Structure is reasonable, 

market-based, and designed to compensate BRG fairly for its work and to cover fixed and routine 

overhead expenses. 

23. Prior to the filing of the voluntary petition herein, BRG received cash on account 

(“Cash on Account”) from the Debtor in the amount of $300,000.00.BRG applied an amount equal 

to $71,926.00 of such Cash on Account to its pre-petition fees and expenses incurred through April 

20, 2021. The remainder of the Cash on Account ($228,074.00) is being held as a as a general 

retainer as security for postpetition services and expenses. 

24. The Debtor and BRG have agreed that any portion of the Cash on Account not used 

to compensate BRG for its prepetition services and reasonable and documented out-of-pocket 

expenses will be held and applied against its final post-petition billing and will not be placed in a 

separate account. Upon the termination of BRG's engagement, BRG will return any unused 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 8 of 42
9 

portion of the Cash on Account to the Debtor. 

25. Because BRG is not being employed as a professional under section 327 of the 

Bankruptcy Code, the Debtor requests, on behalf of BRG, that BRG not be required to submit fee 

applications pursuant to sections 330 and 331 of the Bankruptcy Code. However, to maintain 

transparency and to comply with the U.S. Trustee’s protocol applicable to the retention of 

personnel under section 363 of the Bankruptcy Code, BRG will file reports of staffing, 

compensation earned, and expenses incurred on a monthly basis (each a “Staffing Report”) with 

the Court and provide notice to (i) the U.S. Trustee, (ii) Eversheds Sutherland (US) LLP as Counsel 

to Boston Energy Trading & Marketing LLC, and (iii) counsel to any official committee appointed 

in these Chapter 11 Cases (collectively, the “Notice Parties”). Each Staffing Report shall contain 

summary charts which describe the services provided, including the number of hours worked by 

category, identify the compensation earned by each BRG Professional, and itemize the expenses 

incurred for the relevant period. Time records shall (i) be appended to the Staffing Report, (ii) 

contain detailed time entries describing the task(s) performed, and (iii) be organized by project 

category. Where personnel are providing services at an hourly rate, the time entries shall identify 

the time spent completing each task in tenths of an hour (0.1). All compensation shall be subject 

to review by the Court in the event an objection is filed. BRG’s Staffing Reports shall be filed by 

the last day of the month for the previous month. BRG’s first Staffing Report shall be filed by 

May 31, 2021 for the month of April. Objections or responses to the Staffing Reports shall be 

filed and served within 14 days of filing of the Staffing Report. For the avoidance of doubt, the 

Debtor submits that Mr. Butler and the BRG Professionals are not, and shall not, be required to 

comply with Local Rule 2016-1. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 9 of 42
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BRG’S CONNECTIONS WITH THE DEBTOR AND PARTIES IN INTEREST 

26. The Debtor does not believe that BRG is a “professional” whose retention is subject 

to approval under section 327 of the Bankruptcy Code. However, BRG has nonetheless provided 

information with respect to its connections with the Debtor, its creditors, and other related parties, 

as more specifically described herein and in the Butler Declaration. BRG has undertaken this 

conflicts review on the basis of limited information provided and will make supplemental 

disclosure promptly following the receipt and conflicts review of additional information. 

27. The Debtor understands that, except as set forth in the Butler Declaration, to the 

best of BRG’s knowledge, information, and belief, BRG has no connection with the Debtor, its 

creditors, other parties in interest, or the attorneys or accountants of the foregoing, or the United 

States Trustee for the Southern District of Florida (the “U.S. Trustee”) or any person employed in 

the Office of the United States Trustee for the Southern District of Florida and does not hold any 

interest adverse to the Debtor’s estate. 

28. As set forth in further detail in the Butler Declaration, the Debtor does not owe 

BRG any amount for services performed or expenses incurred prior to the commencement of this 

Chapter 11 Case, and, thus, BRG is not a prepetition creditor of the Debtor. 

29. The Debtor attaches the Butler Declaration, which discloses, among other things, 

any relationship that BRG, Mr. Butler, or any of the other BRG Professionals engaged on this 

matter have with the Debtor, and other parties in interest known to BRG. In addition, as set forth 

in the Butler Declaration, if any new material facts or relationships are discovered or arise, during 

the period of BRG’s retention, BRG will use reasonable efforts to promptly provide the Court with 

a supplemental declaration. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 10 of 42
11 

30. As stated above and in the Butler Declaration, the Debtor does not believe that 

BRG holds or represents any interest adverse to the Debtor’s estate. Accordingly, the Debtor 

submits that the retention of BRG is in the best interests of the Debtor, its estates, and its creditors, 

and should be approved by the Court. 

LIMITATION OF LIABILITY AND INDEMNITY 

31. Pursuant to the Engagement Letter, the Debtor agrees to indemnify the CRO and 

BRG to the extent as the most favorable indemnification it extends to the members of its Board of 

Managers pursuant to the Second Amended and Restated Operating Agreement dated January 17, 

2018, and no reduction or termination in any of the benefits provided under any such indemnities 

shall affect the benefits provided to BRG and the CRO. The indemnification provisions contained 

in the Engagement Letter are in the nature of contractual obligations and no change in applicable 

law or the Debtor’s Operating Agreement or policies shall affect the CRO’s or BRG’s rights under 

the Engagement Letter. 

32. The Debtor and BRG believe that the indemnification provisions contained in the 

Engagement Letter are customary and reasonable for BRG and comparable firms providing 

restructuring services. 

33. The terms and conditions of the indemnification provisions were negotiated by the 

Debtor and BRG at arm’s length and in good faith. The provisions contained in the Engagement 

Letter, viewed in conjunction with the other terms of the Proposed Order, are reasonable and in 

the best interest of the Debtor, its estate, and creditors in light of the fact that the Debtor requires 

BRG’s services to successfully reorganize. 

34. The Debtor submits that the employment of the CRO under the terms and 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 11 of 42
12 

conditions contained in the Engagement Letter will benefit the Debtor’s estate and its creditors. 

Applicable Authority 

35. Section 105(a) of the Bankruptcy Code provides in pertinent part that “[t]he court 

may issue an order, process, or judgment that is necessary or appropriate to carry out the provisions 

of this title.” 11 U.S.C. § 105(a). Section 363(b) of the Bankruptcy Code provides in part that a 

debtor-in-possession “after notice and hearing, may use, sell or lease, other than in the ordinary 

course of business, property of the estate.” 11 U.S.C. § 363(b). Under applicable case law, if a 

debtor's proposed use of its assets pursuant to section 363(b) of the Bankruptcy Code represents a 

reasonable business judgment on the part of the debtor, such use should be approved. See, e.g., In 

re Gulf States, Steel, Inc., 285 B.R. 497, 514 (Bankr. N.D. Ala. 2002); Stephens Indus., Inc. v. 

McClung, 789 F.2d 386, 390 (6th Cir. 1986); Myers v. Martin (In re Martin), 91 F.3d 389, 395 (3d 

Cir. 1996)(citing Fulton State Bank v. Schipper (In re Schipper), 933 F.2d 513, 515 (7th Cir. 1983); 

Comm. Of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070 (2d Cir. 

1983); In re Delaware & Hudson R.R. Co., 124 B.R. 169, 176 (D. Del. 1991)(courts have applied 

the "sound business purpose" test to evaluate motions brought pursuant to section 363(b)); 

Committee of Asbestos-Related Litigants v. Johns-Manville Corp. (In re Johns Manville Corp.), 

60 B.R. 612, 616 (Bankr. S.D.N.Y. 1986) (“Where the debtor articulates a reasonable basis for its 

business decisions (as distinct from a decision made arbitrarily or capriciously), courts will 

generally not entertain objections to debtor's conduct”). 

36. The retention of interim corporate officers and other temporary employees is proper 

under section 363 of the Bankruptcy Code. Courts in this district have authorized retention of 

temporary employees to provide restructuring services and interim management services under 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 12 of 42
13 

363 of the Bankruptcy Code. See In re Adinath Corp, et al., Case No. 15-16885-BKC-LMI (Bankr. 

S.D. Fla. May 8, 2015) (Isicoff, J.); In re SMF Energy Corporation, et al., Case No. 12-19084-

BKC-RBR (Bankr. S.D. Fla. May 21, 2012)(Ray, J.); In re Ruden McClosky P.A., Case No. 11-

40603-BKC-RBR (Bankr. S.D. Fla. December 5, 2011) (Ray, J.); In re Medical Staffing Network 

Holdings, Inc., et al., Case No. 10-29101-BKC-EPK (Bankr. S.D. Fla. July 22, 2010) (Kimball, 

J.); In re Puig, Inc., et al., Case No. 07-14026-BKC-RAM, (Bankr. S.D. Fla. June 20, 2007) (Mark, 

J.); In re AT&T Latin America Corp., et al., Case No. 03-13538-BKC-RAM, (Bankr. S.D. Fla. 

June 11, 2003) (Mark, J.); In re Piccadilly Cafeterias, Case No. 03-27976-BKC-RBR (Bankr. S.D. 

Fla. October 31, 2003) (Ray, J.) 

37. The Debtor requests that the retention of Mr. Butler as the CRO and other 

professionals at BRG to provide advisory services to the CRO be approved effective as of April 

20, 2021. 

WHEREFORE, the Debtor respectfully requests that the Court enter an order: (i) granting 

this Motion, (ii) authorizing the Debtor to engage the CRO and other personnel from BRG to 

provide advisory services to the CRO upon the terms and conditions contained in the Engagement 

Letter, (iii) designating Bob Butler as the Debtor’s chief restructuring officer, (v) approving the 

retention of CRO and BRG effective as of April 20, 2021, and (vi) granting such other and further 

relief as is just and proper. 

Dated this 22nd day of April, 2021 

Respectfully Submitted, 

 GENOVESE JOBLOVE & BATTISTA, P.A. 

 Proposed Attorneys for Debtor-in-Possession 

100 Southeast Second Street, Suite 4400 

 Miami, Florida 33131 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 13 of 42
14 

 Telephone: (305) 349-2300 

 Facsimile: (305) 349-2310 

 By: /s/ Paul J. Battista 

 Paul J. Battista, Esq. 

Florida Bar No. 884162 

pbattista@gjb-law.com 

Mariaelena Gayo-Guitian, Esq. 

Florida Bar No. 0813818 

mguitian@gjb-law.com

Heather L. Harmon 

Florida Bar No. 13192 

hharmon@gjb-law.com

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 14 of 42
15 

EXHIBIT “A” 

(BUTLER DECLARATION) 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 15 of 42
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

Fort Lauderdale Division 

www.flmb.uscourts.gov

In re: Chapter 11 

LIBERTY POWER HOLDINGS, LLC, Case No. . 21-13797-PDR 

 Debtor. 

______________________________/ 

DECLARATION OF BOB BUTLER IN SUPPORT OF DEBTOR’S EXPEDITED 

MOTION PURSUANT TO SECTIONS 105(a) AND 363(b) OF THE 

BANKRUPTCY CODE FOR AUTHORIZATION TO EMPLOY AND RETAIN 

BERKELEY RESEARCH GROUP TO PROVIDE BOB BUTLER AS CHIEF 

RESTRUCTURING OFFICER AND ADDITIONAL PERSONNEL FOR THE DEBTOR 

 EFFECTIVE AS OF THE PETITION DATE 

 I, Bob Butler, make this declaration pursuant to 28 U.S.C. § 1746 and hereby declare under 

penalty of perjury as follows: 

1. I am a Managing Director with Berkeley Research Group, LLC (“BRG”) a financial 

services advisory firm, with numerous offices throughout the country and I am duly authorized to 

make this declaration (this “Declaration”) on behalf of BRG. 

2. I submit this Declaration in support of the Debtor’s Expedited Motion Pursuant to 

Sections 105(a) and 363(b) of the Bankruptcy Code for Authorization to Employ and Retain 

Berkeley Research Group, LLC to Provide Bob Butler as Chief Restructuring Officer and 

Additional Personnel for the Debtor Effective as of the Petition Date (the “Motion”)1

 for entry of 

an order: (i) authorizing the Debtor to retain BRG, pursuant to the terms and conditions of that 

certain letter agreement between BRG and the Debtor dated April 16, 2021, (the “Engagement 

Letter”) to (a) provide Bob Butler to serve as Chief Restructuring Officer (the “CRO”), and (b) 

                                                            

1

 All terms not otherwise defined herein have the meanings ascribed to them in the Motion. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 16 of 42
2 

provide additional staff (the “Additional Personnel” and, together with the CRO, the “BRG

Professionals”); (ii) providing that the employment of the CRO and the Additional Personnel is 

effective as of the Petition Date; and (iii) granting certain related relief. Except as otherwise noted, 

I have personal knowledge of the matters set forth herein and, if called as a witness, I would testify 

competently thereto.2

QUALIFICATIONS 

3. BRG has significant qualifications and experience in providing the services 

contemplated herein. BRG’s Corporate Finance practice consists of senior financial, management 

consulting, accounting, and other professionals who specialize in providing financial, business, 

and strategic assistance typically in distressed business settings. BRG serves troubled companies, 

debtors, and secured and unsecured creditors, equity holders, and other parties in both in-court and 

out-of-court engagements. 

4. BRG provides expert services, including economic and financial analyses, expert 

testimony, litigation support, and strategic management consulting to a range of public and private 

enterprises. BRG delivers independent expert testimony, original authoritative studies, and 

strategic advice to legislative, judicial, regulatory, and business decision makers. BRG’s other 

services include factual and statistical analyses, report preparation and presentation and data 

collection. 

5. I have over 35 years of diverse financial consulting, executive management, and 

public accounting experience in public and private companies across a variety of industries, 

including almost 20 years of experience in the bankruptcy and restructuring field. 

6. I have extensive energy experience, including substantial involvement in the 

                                                            

2

 Certain of the disclosures contained herein relate to matters within the knowledge of other professionals at BRG, 

and are based on information provided to me by them. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 17 of 42
3 

successful restructuring of NRG Energy and Mirant Corporation. I also recently provided Debtor 

services to a large midstream pipeline company. Additionally, I provided litigation support and 

assisted in the expert testimony in connection with the Enron Class Action and Mega Claims 

litigation. 

7. For California ISO, my team and I were engaged by the Independent System 

Operator (“ISO”) Board of Governors to provide consulting and financial advisory services with 

respect to the ISO’s Market Redesign and Technology Upgrade (“MRTU”) program. The MRTU 

is central to providing the framework for reliable operations of the California high-voltage power 

grid in the long run. 

8. I also have experience providing restructuring services to companies encountering 

operational and financial difficulties. I served as Chief Restructuring Officer of Spheris Inc. in its 

complex bankruptcy matter and have served as an advisor on other complex bankruptcy matters, 

including, Mirant Corporation, SunEdison, Westinghouse, Dynegy, Enron, NRG Energy, 

Tropicana Entertainment New Enterprise Stone & Lime Co., Inc., Foresight Energy, Nobilis Health 

Corp., Neighbors Global Holdings, and Egalet Corporation. My out-of-court restructuring 

experience includes serving as a financial advisor on matters in the investment management, 

residential real estate, consumer products, professional services, and chemical manufacturing 

industries. Additionally, I have significant experience in mergers and acquisitions, post-merger 

integration, initial public offerings, and a wide range of financial and accounting issues for both 

publicly and privately held companies. 

9. Prior to joining BRG, I was an Executive Director with Capstone Advisory Group, 

LLC, and a Managing Director at the Policano & Manzo legacy practice of FTI Consulting. Prior 

to my restructuring experience, I was Executive Vice President of a beverage manufacturer and 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 18 of 42
4 

was Vice President - Business Development with a professional services provider. I have also 

worked for PricewaterhouseCoopers, BDO Seidman, and Touche Ross. I hold a B.S. in Accounting 

from the University of Arizona and am a Certified Public Accountant and a member of the 

American Institute of Certified Public Accountants. 

10. The Additional Personnel who will work on this matter have substantial expertise 

in the areas discussed above, and, if approved, will provide services to the Debtor under the 

Proposed Order. The Additional Personnel will work closely with the Debtor’s management and 

professionals throughout this Chapter 11 Case. By virtue of the expertise of its restructuring 

personnel, BRG is well qualified to provide services to and represent the Debtor’s interests in this 

Chapter 11 Case. 

SERVICES TO BE PROVIDED 

11. As provided in the Engagement Letter, BRG has agreed that I will serve as the 

Debtor’s CRO and will assist the Debtor in evaluating and implementing strategic and tactical 

options. In addition, BRG has agreed to provide the Additional Personnel to assist the CRO and 

perform financial advisory services for the Debtor. The BRG Professionals’ rates, and other related 

information, is set forth in the Engagement Letter and summarized herein. 

12. The Debtor has requested that the CRO and the Additional Personnel provide the 

following professional services as independent consultants (“Services”): 

a) In consultation with management of the Company and subject to the approval of 

the Board of Directors of the Company, develop and implement a chosen course 

of action to preserve asset value and maximize recoveries to stakeholders; 

b) Oversee the activities of the Company in consultation with other advisors and the 

management team to effectuate the selected course of action; 

c) Advise and assist the Company in preparing and analyzing cash flow (weekly and 

monthly) and financial projections related to liquidity and borrowing needs, 

including related budget to actual variance analysis; 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 19 of 42
5 

d) Assist the Company with contingency planning and the assessment of strategic 

alternatives including a possible Chapter 11 filing; 

e) Assist as requested by management in connection with the Company’s 

development of its business plan, and such other related forecasts as may be 

required by creditor constituencies in connection with negotiations. 

f) Assist with data collection and information gathering related third-party due 

diligence relating to potential transactions with financial and strategic buyers 

g) Advice and assist the Company and other professionals retained by the Company 

in developing, negotiating and executing chapter 11 strategy, Section 363 sales 

or other potential sales of all or portion of the Company 

h) Provide information deemed by the CRO to be reasonable and relevant to 

stakeholders and consult with key constituents, as necessary. 

i) To the extent reasonably requested by the Company, offer testimony before the 

Bankruptcy Court with respect to the services provided by the CRO and the 

Additional Personnel, and participate in depositions, including by providing 

deposition testimony, related thereto. 

j) If requested, assist in preparation of reports to the Board and the status of 

implementation of restructuring initiatives; 

k) Render such other general business consulting or such other assistance as the 

management or its counsels may deem necessary, including expert testimony, that 

are consistent with the role of a financial advisor; 

13. Such other services as mutually agreed upon by the CRO, Company’s counsel, 

BRG and the Company. The services that BRG will provide to the Debtor are necessary to enable 

the Debtor to maximize the value of its estates. The services provided by BRG will complement, 

and not duplicate, the services to be rendered by any other professional retained in this Chapter 11 

Case. Further, the services will not duplicate the services that other professionals will be providing 

to the Debtor in this Chapter 11 Case. 

TERMS OF RETENTION 

14. BRG’s decision to advise and assist the Debtor in connection with this Chapter 11 

Case is conditioned upon its ability to be retained in accordance with BRG’s customary terms and 

conditions of employment, including the compensation arrangement set forth in the Engagement 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 20 of 42
6 

Letter (the “Fee and Expense Structure”). 

15. Subject to Court approval and in accordance with the applicable provisions of the 

Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, BRG will seek payment for 

compensation for the services outlined in the Application, and reimbursement of actual and 

necessary expenses incurred by BRG, including legal fees, pursuant to the Fee and Expense 

Structure and the terms outlined in the Application. BRG’s customary hourly rates, and fees as 

charged in bankruptcy and non-bankruptcy matters of this type, by the professionals assigned to 

this engagement, are referenced in the Application. The Fee and Expense Structure is consistent 

with and typical of compensation arrangements entered into by BRG and other comparable firms 

that render similar services under similar circumstances. 

16. Prior to the filing of the voluntary petition herein, BRG received cash on account 

(“Cash on Account”) from the Debtor in the amount of $300,000.00. BRG applied an amount equal 

to $71,926.00 of such Cash on Account to its pre-petition fees and expenses incurred through April 

20, 2021. The remainder of the Cash on Account ($228,074.00) is being held as a general retainer 

as security for postpetition services and expenses 

17. The Debtor and BRG have agreed that any portion of the Cash on Account not used 

to compensate BRG for its prepetition services and reasonable and documented out-of-pocket 

expenses will be held and applied against its final post-petition billing and will not be placed in a 

separate account. Upon the termination of BRG's engagement, BRG will return any unused 

portion of the Cash on Account to the Debtor. 

18. No promises have been received by BRG, nor any employee or exclusive 

independent contractor thereof, as to payment or compensation in connection with this case other 

than in accordance with the provisions of the Bankruptcy Code. Except for internal agreements 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 21 of 42
7 

among the employees and exclusive independent contractors of BRG regarding the sharing of 

revenue or compensation, neither BRG nor any of its employees or exclusive independent 

contractors has entered into an agreement or understanding to share compensation as described in 

Bankruptcy Rule 2016. 

19. To the extent BRG uses the services of independent contractors (the “Contractors”) 

in this Chapter 11 Case, BRG shall: (a) pass through the cost of such Contractors to the Debtor at 

the same rate that BRG pays the Contractors; (b) seek reimbursement for actual costs only; (c) 

ensure that the Contractors are subject to the same conflict checks as required for BRG; and (d) 

file with the Court such disclosures required by Bankruptcy Rule 2014. 

20. To the extent BRG requires services of its international divisions or personnel from 

specialized practices, the standard hourly rates for that international division or specialized practice 

will apply. 

BRG’S CONNECTIONS WITH THE DEBTOR AND PARTIES IN INTEREST 

21. In connection with the proposed employment and retention of BRG by the Debtor, 

BRG3 undertook to determine whether it had any conflicts or other relationships that might cause 

it not to be disinterested or to hold or represent an interest adverse to the Debtor. BRG has 

undertaken this conflicts review on the basis of limited information provided and will make 

supplemental disclosure promptly following the receipt and conflicts review of additional 

information. Specifically, BRG obtained from the Debtor and/or its representatives the names of 

individuals and entities that may be parties in interest in this Chapter 11 Case (collectively, the 

“Potential Parties in Interest”). Such parties are listed on Schedule 1 attached to this Declaration. 

                                                            

3 All disclosures herein pertaining to relationships with the Potential Parties in Interest or other elements of BRG’s 

disinterestedness encompass both Berkeley Research Group, LLC and its affiliate, subsidiary, and parent entities

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 22 of 42
8 

BRG’s internal conflict check procedures consist of the querying of the Potential Parties in Interest 

within an internal computer database containing names of individuals and entities that are present 

or former clients of BRG. The database that BRG queries to determine its lack of conflicts and 

disinterestedness incorporates the names of individuals and entities that are present and former 

clients both of BRG and all of its affiliates, subsidiary, and parent entities. Additionally, new 

matters are circulated to all Directors and Managing Directors of BRG with a request to review 

and advise of any potential conflict of interest concerns. All responses are reviewed and addressed 

by an attorney on BRG’s conflicts team. 

22. Based on the results of its review, BRG does not have a relationship with any of the 

parties listed in Schedule 1 in matters related to these proceedings. As set forth in Schedule 2, 

BRG has relationships with certain parties in interest in this Chapter 11 Case, but such relationships 

are unrelated to either the Debtor or this Chapter 11 Case. To the best of my knowledge, no services 

have been provided to these parties-in-interest which involve their rights in the Debtor’s case, nor 

does BRG’s involvement in this case compromise its ability to continue such financial consulting 

services. 

23. To the best of my knowledge, information and belief, insofar as I have been able to 

ascertain after reasonable inquiry by myself or other BRG employees, other than disclosed herein, 

neither I, nor BRG, nor any members of the BRG engagement team, have any connection with the 

Debtor, its creditors, the United States Trustee for the Southern District of Florida, any United 

States Bankruptcy Judge for the Southern District of Florida, or any other party with an actual or 

potential interest in this Chapter 11 Case, or their respective attorneys or accountants, except as set 

forth below. 

24. BRG is not employed by, and has not been employed by, any entity other than the 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 23 of 42
9 

Debtor in matters related to this Chapter 11 Case, except as described herein. In particular, prior 

to the Petition Date, BRG provided CRO and Additional Personnel services to the Debtor. 

25. Further, as part of its diverse practice, BRG appears in numerous cases, 

proceedings, and transactions that involve many different professionals, including attorneys, 

accountants, and financial consultants, who may represent claimants and parties-in-interest in this 

Chapter 11 Case. Also, BRG has performed, in the past, and may perform in the future, 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. In addition, BRG has in the past, 

may currently, and will likely in the future be working with or against other professionals involved 

in this case in matters unrelated to the Debtor and this case. Based on BRG’s current knowledge 

of the professionals involved, and to the best of my knowledge, none of these relationships create 

interests materially adverse to the Debtor in matters upon which BRG is to be employed, and none 

are in connection with this case. 

26. From time to time, BRG has provided services, and likely will continue to provide 

services, to certain creditors of the Debtor and various other parties adverse to the Debtor in matters 

wholly unrelated to this Chapter 11 Case. As described herein, however, BRG has undertaken a 

detailed search to determine, and to disclose, whether it either is providing or has provided services 

to any significant creditor, equity security holder, insider, or other party-in-interest in such 

unrelated matters. 

27. From time to time, BRG may be asked to value and manage the liquidation of assets 

of investment funds. Such investment funds could, from time to time, take positions in debt or 

equity of the Debtor, without BRG’s knowledge or consent. BRG has no pecuniary interest in 

such investment funds, nor will BRG profit from the value realized from the sale of their interests 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 24 of 42
10 

in the Debtor. Under such circumstances, if BRG is providing valuation work on any debt or 

equity securities of the Debtor for any investment fund for the duration of this engagement, then 

the BRG employee undertaking such work will be restricted and have no access to the confidential 

information of the Debtor. Moreover, to the extent any employee of BRG is utilized by the Debtor 

for valuation expertise (and, accordingly, given access to confidential information of the Debtor), 

for the duration of this engagement, that employee will not perform any valuation work on any 

debt or equity securities of the Debtor for any investment fund. 

28. To the best of my knowledge, BRG is not a “creditor” of the Debtor within the 

meaning of section 101(1) of the Bankruptcy Code. Further, neither BRG, nor any of the BRG 

Professionals, is a holder of any of the Debtor’s outstanding debt, equity, or preferred stock 

investments. As a result, I believe BRG is disinterested. 

29. To the extent that BRG discovers any additional facts or information bearing on 

matters described in this Declaration that require disclosure, during the period of the Debtor’s 

retention of BRG, I will file a supplemental disclosure with the Court as required by Bankruptcy 

Rule 2014. 

30. This concludes my declaration. 

28 U.S.C. § 1746 Declaration 

 

 I declare under penalty of perjury that the foregoing is true and correct. Executed on the 

22nd day of April, 2021. 

 ______/s/ Bob Butler_________________ 

 BOB BUTLER, Managing Director 

 Berkeley Research Group, LLC and 

Chief Restructuring Officer for the Debtor 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 25 of 42
Schedule 1 

List of Potential Parties in Interest

Debtor 

Liberty Power Holdings LLC 

Debtor Affiliates 

Liberty Power Corp. 

Liberty Power Maine LLC 

Liberty Power Pennsylvania LLC 

Liberty Power New Hampshire LLC 

Liberty Power New Jersey LLC 

Liberty Power California LLP 

Liberty Power Virginia LLC 

Liberty Power Texas LLC 

Liberty Power Ohio LLC 

Liberty Power Oregon LLC 

Liberty Power Connecticut 

Liberty Power Rhode Island LLC 

Liberty Power Massachusetts LLC 

Liberty Power Arizona LLC 

Liberty Power Montana LLC 

Liberty Power Michigan LLC 

Liberty Power Super Holdings LLC 

Shareholders 

David Hernandez 

Lenders 

David Hernandez 

Shell 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 26 of 42
Schedule 2 

List of parties-in-interest, or affiliates thereof, that currently or formerly engage(d) BRG, 

sorted by their relationship to the Debtor, that are unrelated to these Cases 

Lenders 

Shell

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 27 of 42
16 

EXHIBIT “B” 

(ENGAGEMENT LETTER) 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 28 of 42
Berkeley Research Group LLC 

810 Seventh Avenue, Suite 4100 | New York, NY 10019 • P: 212.205.9320 

CONFIDENTIAL 

April 16, 2021 

Via Email 

Liberty Power Holdings, LLC 

2100 W. Cypress Creek Rd. 

Suite 130 

Fort Lauderdale, FL 33309 

Attention: Victoria Dusch, Chief Financial Officer 

Louis Martinsen, Temporary Resolution Officer 

Re: Liberty Power – Interim Management Services 

To Whom it May Concern: 

This letter confirms the engagement of Bob Butler of Berkeley Research Group, LLC (“BRG”) as 

Chief Restructuring Officer (“CRO”) for Liberty Power Holdings, LLC (collectively with its 

designated affiliates, the “Company”). The CRO’s engagement team will include professional 

staff from BRG (the “Additional Personnel”). This letter and any attachments set forth the 

agreement (“Agreement”) between the parties. 

SCOPE OF SERVICES 

a) The Company has requested that the CRO and Additional Personnel provide the 

following professional services as independent consultants (“Services”): 

b) In consultation with management of the Company and subject to the approval of the 

Board of Directors of the Company, develop and implement a chosen course of action to 

preserve asset value and maximize recoveries to stakeholders. 

c) Oversee the activities of the Company in consultation with other advisors and the 

management team to effectuate the selected course of action. 

d) Advise and assist the Company in preparing and analyzing cash flow (weekly and 

monthly) and financial projections related to liquidity and borrowing needs, including 

related budget to actual variance analysis; 

e) Assist the Company with contingency planning and the assessment of strategic 

alternatives including a possible Chapter 11 filing; 

f) Assist as requested by management in connection with the Company’s development of its 

business plan, and such other related forecasts as may be required by creditor 

constituencies in connection with negotiations. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 29 of 42
2 

g) Assist with data collection and information gathering related third-party due diligence 

relating to potential transactions with financial and strategic buyers 

h) Advise and assist the Company and other professionals retained by the Company in 

developing, negotiating and executing chapter 11 strategy, Section 363 sales or other 

potential sales of all or portion of the Company 

i) Provide information deemed by the CRO to be reasonable and relevant to stakeholders 

and consult with key constituents, as necessary. 

j) To the extent reasonably requested by the Company, offer testimony before the 

Bankruptcy Court with respect to the services provided by the CRO and the Additional 

Personnel, and participate in depositions, including by providing deposition testimony, 

related thereto. 

k) If requested, assist in preparation of reports to the Board and the status of implementation 

of restructuring initiatives; 

l) Render such other general business consulting or such other assistance as the 

management or its counsels may deem necessary, including expert testimony, that are 

consistent with the role of a financial advisor; 

m) Such other services as mutually agreed upon by the CRO, Company’s counsel, BRG and 

the Company. 

The Company agrees that (i) Mr. Butler will provide Services as CRO as required, and (ii) the 

CRO may retain as consultants on behalf of the Company other members or employees of BRG. 

The Company agrees that the CRO will continue as an employee of BRG and may continue to 

provide his services to other companies during the term of this Agreement. The Company 

acknowledges that since the CRO is an employee of BRG, BRG must release the CRO from his 

full-time obligations to BRG in order for the CRO to perform Services hereunder, and therefore 

to compensate BRG for the loss of full-time access to the CRO or any Additional Personnel 

providing Services hereunder, all payments for the time charges of the CRO or Additional 

Personnel providing Services hereunder to Company shall be made to BRG. 

The CRO and Additional Personnel who provide Services to the Company under this Agreement 

are independent contractors and are not and will not be deemed to be employees of the Company. 

COMPANY RESPONSIBILITIES 

The Company will undertake responsibilities to (a) provide reliable and accurate detailed 

information, materials, and documentation and (b) make decisions and take future actions, as the 

Company determines in its sole discretion, on any recommendations made by the CRO in 

connection with this Agreement. BRG’s delivery of services and the fees charged are dependent 

on the Company’s timely and effective completion of its responsibilities and timely decisions and 

approvals made by the Company’s management. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 30 of 42
3 

In connection with any Chapter 11 filing, the Company shall apply promptly to the Bankruptcy 

Court for approval of the Company’s retention of the CRO and BRG under the terms of this 

Agreement. The form of retention application and proposed order shall be reasonably acceptable 

to BRG. BRG shall have no obligation to provide any further Services if the Company becomes a 

debtor under the Bankruptcy Code unless BRG’s retention under the terms of this Agreement is 

approved by a final order of the Bankruptcy Court reasonably acceptable to BRG. The Company 

shall assist, or cause its counsel to assist, with filing, serving and noticing of papers related to 

BRG’s fee and expense applications. The CRO and BRG reserve the right to request approval of 

additional compensation in circumstances where extraordinary results may warrant such 

additional compensation. 

CONFIDENTIALITY 

BRG shall not disclose any confidential or privileged information to any third party; provided, 

however, that BRG may disclose confidential or privileged information (a) to BRG’s employees, 

affiliates, vendors or agents who provide Services in connection with this engagement, (b) with 

Client’s written consent, or (c) when legally required to do so. Both parties agree that confidential 

and proprietary information will not be construed to include information that is available from 

public sources or sources not subject to obligations of confidentiality to Client. Work papers 

associated with BRG’s consulting Services are the confidential property of BRG. 

FEES AND EXPENSES 

The CRO’s professional fees, and fees for the Additional Personnel, will be based on the actual 

hours charged at BRG’s standard hourly rates which are in effect when the Services are rendered 

(“Professional Fees”). Hourly rates may change in the future from time to time and are typically 

adjusted annually. BRG’s current hourly rates are as follows: 

Managing Director $860 - $1,150 

Director $600 - $895 

Professional Staff $250 - $770 

Support Staff $125 - $275 

In addition to Professional Fees, BRG will be reimbursed for direct out-of-pocket expenses 

including, but not limited to, travel, costs of reproduction, typing, research, communications, 

computer usage, legal counsel, any applicable sales or excise taxes, and other direct expenses. 

The Company and BRG acknowledge and agree that a success fee is a customary and integral 

component of compensation in engagements of this type, and that the terms and conditions of 

such an arrangement will be negotiated promptly and in good faith. 

We will send the Company invoices periodically, typically monthly, for services rendered and 

charges and disbursements incurred, and in certain circumstances, an invoice may be for 

estimated fees, charges and disbursements through a date certain. In some cases, invoices can be 

sent more regularly. Our invoices are due upon receipt. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 31 of 42
4 

Without liability, BRG reserves the right to withhold delivery of Services, testimony, reports or 

data (written or oral), or suspend work, if the account on this engagement is not current. A late 

payment charge of one percent (1%) per month (or the maximum rate permitted by law, 

whichever is less) may be added to any outstanding invoices that are past due. 

Please remit payments by wire to: 

Account Name: Berkeley Research Group, LLC 

Account No: 8026286672 

Bank: PNC Bank, N.A. 

ABA No: 031207607 

remitadvice@thinkbrg.com 

CASH ON ACCOUNT 

Initially, the Company will forward to BRG the amount of $300,000, which funds will be held 

“on account” to be applied to BRG’s Professional Fees, charges and disbursements for the 

engagement (the “Initial Cash on Account”). To the extent that this amount exceeds BRG’s fees, 

charges and disbursements upon the completion of the engagement, BRG will refund any unused 

portion. The Company agrees to increase or supplement the Initial Cash on Account from time to 

time during the course of the engagement in such amounts as the Company and BRG mutually 

shall agree are reasonably necessary to increase the Initial Cash on Account to a level that will be 

sufficient to fund Professional Fees, charges, and disbursements to be incurred. 

Upon transmittal of an invoice, BRG may immediately draw upon the Initial Cash on Account (as 

replenished from time to time) in the amount of the invoice. The Company agrees upon 

submission of each such invoice to promptly wire the invoice amount to BRG as replenishment of 

the Initial Cash on Account (together with any supplemental amount to which BRG and the 

Company mutually agree), without prejudice to the Company’s right to advise BRG of any 

differences it may have with respect to such invoice. BRG has the right to apply to any 

outstanding invoice (including amounts billed prior to the date hereof), up to the remaining 

balance, if any, of the Initial Cash on Account (as may be supplemented from time to time) at any 

time subject to (and without prejudice to) the Company’s opportunity to review BRG’s invoices. 

INDEMNIFICATION AND LIMITATION OF LIABILITY 

The Company shall indemnify, hold harmless and defend the CRO, Additional Personnel, and 

BRG and its affiliates partners, directors, officers, employees and agents (collectively, the “BRG 

Parties”) from and against all claims, liabilities, losses, expenses and damages arising out of or in 

connection with the engagement of the CRO and BRG that is the subject of this Agreement. The 

Company shall pay damages and expenses, including reasonable legal fees and disbursements of 

counsel as incurred in advance. 

In addition to the above indemnification and advancement, any BRG employees serving as 

directors or officers of the Company or affiliates will receive the benefit of the most favorable 

indemnification and advancement provisions provided by the Company to its directors, officers 

and any equivalently placed employees, whether under the Company’s charter or by-laws, by 

contract or otherwise. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 32 of 42
5 

The Company shall specifically include and cover the CRO and any other employees and agents 

serving as directors or officers of the Company or affiliates from time to time with direct 

coverage under the Company’s policy for liability insurance covering its directors, officers and 

any equivalently placed employees (“D&O insurance”). The Company has specifically 

authorized the CRO to procure such D&O insurance. Upon the Company obtaining such 

insurance, prior to accepting any officer position other than the CRO, the Company shall, at the 

request of BRG, provide BRG a copy of Company’s current D&O policy, a certificate(s) of 

insurance evidencing the policy is in full force and effect, and a copy of the signed board 

resolutions and any other documents as BRG may reasonably request evidencing the appointment 

and coverage of the indemnitees. Company will maintain such D&O insurance coverage for the 

period through which claims can be made against such persons. Company disclaims a right to 

distribution from the D&O insurance coverage with respect to such persons. In the event that the 

Company is unable to include BRG employees and agents under the Company’s policy or does 

not have first dollar coverage acceptable to BRG in effect for at least $10 million (e.g., there are 

outstanding or threatened claims against officers and directors alleging prior acts that may give 

rise to a claim), BRG may, at its option, attempt to purchase a separate D&O insurance policy 

that will cover BRG employees and agents only. The cost of the policy shall be invoiced to the 

Company as an out-of-pocket expense. If BRG is unable or unwilling to purchase such D&O 

insurance, then BRG reserves the right to terminate the Agreement. 

Notwithstanding any other provision in this Agreement to the contrary, the Company’s 

indemnification and advancement obligations shall be primary to (and without allocation against) 

any similar indemnification and advancement obligations of BRG, its affiliates and insurers to the 

indemnitees (which shall be secondary), and the Company’s D&O insurance coverage for the 

indemnitees shall be specifically primary to (and without allocation against) any other valid and 

collectible insurance coverage that may apply to the indemnitees (whether provided by BRG or 

otherwise). 

IN NO EVENT SHALL THE COMPANY, THE CRO, ADDITIONAL PERSONNEL, BRG OR 

BRG PERSONNEL WHO SERVE AS OFFICERS OF THE COMPANY BE LIABLE FOR 

ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY 

KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THEY HAVE BEEN 

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CRO AND BRG SHALL 

NOT BE LIABLE TO THE COMPANY, OR ANY PARTY ASSERTING CLAIMS ON 

BEHALF OF THE COMPANY, EXCEPT FOR DIRECT DAMAGES FOUND IN A FINAL 

DETERMINATION TO BE THE DIRECT RESULT OF THE BAD FAITH, SELF-DEALING, 

OR INTENTIONAL MISCONDUCT OF BRG. BRG’S AGGREGATE LIABILITY, 

WHETHER IN TORT, CONTRACT, OR OTHERWISE, IS LIMITED TO THE AMOUNT OF 

FEES PAID TO BRG FOR SERVICES UNDER THIS AGREEMENT (THE “LIABILITY 

CAP”). THE LIABILITY CAP IS THE TOTAL LIMIT OF BRG’S AGGREGATE LIABILITY 

FOR ANY AND ALL CLAIMS OR DEMANDS BY ANYONE PURSUANT TO THIS 

AGREEMENT, INCLUDING LIABILITY TO THE COMPANY, TO ANY OTHER PARTIES 

HERETO, AND TO ANY OTHERS MAKING CLAIMS RELATING TO THE WORK 

PERFORMED BY BRG PURSUANT TO THIS AGREEMENT. ANY SUCH CLAIMANTS 

SHALL ALLOCATE ANY AMOUNTS PAYABLE BY BRG AMONG THEMSELVES AS 

APPROPRIATE, BUT IF THEY CANNOT AGREE ON THE ALLOCATION IT WILL NOT 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 33 of 42
6 

AFFECT THE ENFORCEABILITY OF THE LIABILITY CAP. UNDER NO 

CIRCUMSTANCES SHALL THE AGGREGATE OF ALL SUCH ALLOCATIONS OR 

OTHER CLAIMS AGAINST BRG PURSUANT TO THIS AGREEMENT EXCEED THE 

LIABILITY CAP. 

CONFLICTS OF INTEREST 

BRG is engaged by many other companies and individuals. It is possible that some of BRG’s 

past, current or future clients had, have or may have disputes or other matters that are adverse to 

or may not be consistent with the interests of Client. BRG reserves the right to undertake 

unrelated adverse engagements during and after this engagement by Client, consistent with 

BRG’s internal policies. BRG will not be required to disclose any such unrelated adverse 

engagements to Client. BRG will institute procedures to protect the confidentiality of information 

provided by Client in the course of this engagement. 

OTHER TERMS 

The Company agrees that if any members or employees of BRG are required to testify at any 

administrative or judicial proceeding relating to this engagement, whether during or after the 

term, the CRO and BRG will be compensated by the Company for associated time charges at the 

regular hourly rates for such personnel, in effect at the time, and reimbursed for reasonable outof-pocket expenses, including counsel fees and expenses. 

The interpretation and application of the terms of this Agreement shall be governed and construed 

in accordance with the laws of the state of Delaware. The prevailing party shall be entitled to 

reasonable attorneys’ fees and costs incurred in any litigation brought in connection with this 

Agreement, as well as reasonable attorneys’ fees and costs incurred in appealing or in connection 

with any action to enforce any judgment entered in any court having jurisdiction. 

The waiver by any party and the breach of any of the provisions of this Agreement shall not 

operate or be construed as a waiver of any subsequent breach hereof. This Agreement shall be 

binding upon and inure to the benefit of the parties and their respective successors, assigns, legal 

representatives, executors, administrators and heirs. The parties may not assign this Agreement or 

any rights or obligations hereunder to any party without the prior written consent of the other 

parties. Each of the provisions of this Agreement is a separate and distinct agreement and 

independent of all others, so that if any provision hereof shall be held to be invalid or 

unenforceable for any reason, such invalidity or enforceability shall not affect the validity or 

enforceability of any other provisions hereof. No amendment or modification of this Agreement 

shall be effective unless in writing and signed by both parties hereto. 

The Company warrants that it has all necessary right, power and authority to enter into and 

perform this Agreement and that the execution, delivery and performance by the Company of this 

Agreement will not, with or without the giving of notice or the passage of time or both, (a) violate 

the provisions of any law, rule or regulation applicable to the Company, (b) violate any judgment, 

decree, order or award of any court, governmental body or arbitrator applicable to the Company 

or (c) conflict with or violate any agreement to which the Company is a party or by which it is 

bound. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 34 of 42
Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 35 of 42
17 

EXHIBIT “C” 

(PROPOSED INTERIM ORDER) 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 36 of 42
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

Fort Lauderdale Division 

www.flmb.uscourts.gov 

In re: Chapter 11 

LIBERTY POWER HOLDINGS, LLC, Case No. 21-13797-PDR 

 Debtor. 

______________________________/ 

INTERIM ORDER APPROVING DEBTOR’S EXPEDITED MOTION, PURSUANT TO 

SECTIONS 105(a) AND 363(b) OF THE BANKRUPTCY CODE, FOR AUTHORIZATION TO 

EMPLOY AND RETAIN BERKELEY RESEARCH GROUP, LLC TO PROVIDE BOB 

BUTLER AS CHIEF RESTRUCTURING OFFICER AND ADDITIONAL PERSONNEL FOR 

THE DEBTOR EFFECTIVE AS OF THE PETITION DATE 

THIS MATTER came before the Court on April __, 2021 at _:00 p.m. upon the Debtor’s 

Expedited Motion Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code for Authorization to 

Employ and Retain Berkeley Research Group, LLC to Provide Bob Butler as Chief Restructuring Officer 

and Additional Personnel for the Debtor Effective as of the Petition Date (the “Motion”) [ECF No. ____] 

filed by Liberty Power Holdings, LLC (the “Debtor”). The Motion seeks entry of an order authorizing 

the retention of Berkeley Research Group, LLC (“BRG”) to provide Bob Butler as the Debtor’s chief 

restructuring officer (the “CRO”) and provide additional staff (the “Additional Personnel” and, together 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 37 of 42
2 

with the CRO, the “BRG Professionals”) to support the CRO in the exercise of his duties in this Chapter 

11 case, effective as of the Petition Date, and upon the terms and conditions set forth in the Engagement 

Letter attached as Exhibit “B” to the Motion. Upon the Motion,1 the Butler Declaration attached as 

Exhibit “A” to the Motion; and it appearing that neither BRG nor Mr. Butler holds nor represents any 

interest adverse to the Debtor’s estate; and this Court having jurisdiction to consider the Motion and the 

relief requested herein pursuant to 28 U.S.C §§ 157 and 1334; and consideration of the Motion and the 

relief requested therein being a core proceedings pursuant to 28 U.S.C § 157(b); and venue being proper 

before this Court pursuant 28 U.S.C §§ 1408 and 1409; and it appearing that proper and adequate notice 

of the Motion has been given and that no other and further notice is necessary; and the relief requested 

in the Motion being in the best interest of the Debtor, the estate and creditors; and this Court having 

reviewed the Motion and having heard the arguments in support of the relief requested therein at the 

hearing before this Court (the “Hearing”); and this Court having determined that the legal and factual 

bases set forth in the Motion and at the Hearing establish just cause for the relief approved herein; and 

upon all of the proceedings had before this Court and after due deliberation thereon; and good and 

sufficient cause appearing , it is 

ORDERED that: 

1. The Motion is GRANTED on an interim basis. 

2. The Debtor is authorized, pursuant to 11 U.S.C. §§ 105(a) and 363(b), effective as of the 

Petition Date, to employ BRG and the BRG Professionals to provide services in accordance with and 

upon the terms and conditions contained in the Engagement Letter, as modified herein, effective as of 

the Petition Date. 

3. Pursuant to the Motion, the Engagement Letter and this Order, Bob Butler shall have the 

 

1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 38 of 42
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full authority to act for and on behalf of the Debtor in all aspects of the Debtor’s business and its assets, 

and any and all creditors, parties in interest and/or other persons or entities with notice of this Order shall 

be authorized to deal with the Debtor through Mr. Butler as the Debtor’s chief restructuring officer. 

4. BRG shall be compensated on the terms and conditions set forth in the Engagement Letter 

and the Motion. 

5. BRG shall file with the Court and serve by email or first class mail on: (i) the U.S. Trustee, 

(ii) Eversheds Sutherland (US) LLP as Counsel to Boston Energy Trading & Marketing LLC; and (iii) 

counsel to any official committee appointed in this Chapter 11 Case, a Staffing Report by the last day of 

each month for the previous month, which shall include the names and functions filled by BRG 

Professionals assigned to the engagement as well as compensation earned and expenses incurred for the 

relevant period. Each Staffing Report shall contain summary charts which describe the services 

provided, including the number of hours worked by category, identify the compensation earned by each 

BRG Professional, and itemize the expenses incurred. Time records shall (i) be appended to the Staffing 

Report, (ii) contain detailed time entries describing the task(s) performed, and (iii) be organized by 

project category. Where personnel are providing services at an hourly rate, the time entries shall identify 

the time spent completing each task in tenths of an hour (0.1). All compensation shall be subject to 

review by the Court in the event an objection is filed. BRG’s first Staffing Report shall be filed by May 

31, 2021 for the month of April 2021. For the avoidance of doubt, the Debtor submits that Mr. Butler 

and the BRG Professionals are not, and shall not, be required to comply with Local Rule 2016-1. 

6. Objections or responses to the Staffing Reports shall be filed and served within 14 days 

of filing of the report. 

7. BRG shall follow the applicable provisions of the Bankruptcy Code, the Bankruptcy 

Rules, and the Local Rules regarding limitations on reimbursement of expenses. 

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8. The CRO and BRG and its affiliates shall not act in any other capacity (for example, and 

without limitation, as a financial advisor, claims agent/claims administrator, or investor/acquirer) in 

connection with the above-captioned case. 

9. In the event the Debtor seeks to have BRG Professionals assume executive officer 

positions that are different than the position(s) disclosed in the Motion, or to materially change the terms 

of the engagement by either (i) modifying the functions of executive officers, (ii) adding new executive 

officers, or (iii) altering or expanding the scope of the engagement, a motion to modify the retention 

shall be filed. 

10. No principal, employee, or independent contractor of BRG and its affiliates shall serve 

as a director of the Debtor during the pendency of the case. 

11. For a period of three years after the conclusion of the engagement, neither the CRO, BRG 

nor any of its affiliates shall make any investments in the Debtor or the Reorganized Debtor. 

12. BRG shall disclose any and all facts that may have a bearing on whether the firm, its 

affiliates, and/or any individuals working on the engagement hold or represent any interest adverse to 

the Debtor, its creditors, or other parties in interest. The obligation to disclose identified in this 

subparagraph is a continuing obligation. 

13. The Debtor shall indemnify, hold harmless and defend the CRO, Additional Personnel, 

and BRG and its affiliates partners, directors, officers, employees and agents (collectively, the “BRG 

Parties”) from and against all claims, liabilities, losses, expenses and damages arising out of or in 

connection with the engagement of the CRO and BRG that is the subject of the Engagement Letter 

provided however that the Debtor shall not have any liability or obligations for claims, liabilities, 

expenses, damages, or costs resulting from claims that are determine by the Court to have resulted from 

bad faith, gross negligence, self-dealing, will misconduct or violations of law by the CRO, or partners, 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 40 of 42
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members, or employees of BRG. 

14. The Debtor shall pay damages and expenses, including reasonable legal fees and 

disbursements of counsel as incurred in advance. In addition to the above indemnification and 

advancement, any BRG employees serving as directors or officers of the Company or affiliates will 

receive the benefit of the most favorable indemnification and advancement provisions provided by the 

Debtor to its directors, officers and any equivalently placed employees, whether under the Company’s 

charter or by-laws, by contract or otherwise. 

15. To the extent that there may be inconsistency between the terms of the Motion the 

Engagement Letter, the Butler Declaration, or this Interim Order, the terms of this Interim Order shall 

govern. 

16. Entry of this Interim Order is without prejudice to the rights of any party-in-interest to 

interpose an objection to the Motion, and any such objection will be considered on a de novo basis at the 

Final Hearing. 

17. Notwithstanding Bankruptcy Rule 6004(h), to the extent applicable, this Order shall be 

effective and enforceable immediately upon entry hereof. 

18. The Court shall conduct a final hearing (the “Final Hearing”) on the Application on 

___________, 2021 at __:00 p.m., prevailing Eastern Time, at the United States Bankruptcy Court for 

the Southern District of Florida, via Zoom appearance. Any party in interest objecting to the relief sought 

in the Application shall serve and file written objections which objections shall be served upon (a) the 

Debtor, (b) BRG, (c) the Office of the United States Trustee for the Southern District of Florida, (d) the 

entities listed on the Master Service List filed pursuant to Local Rule 1007-2, and (e) counsel to any 

Official Committee of Unsecured Creditors, to the extent one is appointed prior to the final hearing 

(collectively, the “Notice Parties”), and shall be filed with the Clerk of the United States Bankruptcy 

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Court for the Southern District of Florida, to allow actual receipt by the foregoing Notice Parties by no 

later than 4:30 p.m., prevailing Eastern Time, two (2) business days prior to the Final Hearing. 

19. Notice will be provided to all parties by mailing a copy of this Interim Order setting the 

Final Hearing. 

20. In the event the Application is not approved on a final basis, BRG shall be authorized to 

submit a fee application with this Court for compensation for services rendered in the period between 

the Petition Date and the Final Hearing. Any party in interest may object to the fee application; provided, 

however, that such party shall file such objection with this Court and serve a copy of the objection upon 

the Notice Parties. 

21. The Debtor is authorized and empowered to take all actions necessary to implement the 

relief approved in this Interim Order. 

22. This Court shall retain jurisdiction to hear and determine all matters arising from or 

related to the implementation of this Interim Order. 

###

Copies to: 

Paul J. Battista, Esq. 

Attorney Battista is directed to serve copies of this Order on all parties in interest and file a proof of 

service within 3 days of entry of the order. 

Case 21-13797-PDR Doc 19 Filed 04/22/21 Page 42 of 42