UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov

In re: Chapter 11 

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

 

 Debtor. 

___________________________________/ 

DEBTOR’S EXPEDITED APPLICATION FOR AUTHORITY TO EMPLOY AND 

RETAIN, ON AN INTERIM AND FINAL BASIS, PAUL J. BATTISTA AND THE LAW 

FIRM OF GENOVESE JOBLOVE & BATTISTA, P.A. AS GENERAL BANKRUPTCY

COUNSEL FOR DEBTOR-IN POSSESSION EFFECTIVE AS OF APRIL 20, 2021

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

LIBERTY POWER HOLDINGS, LLC (the “Debtor” or “Liberty”), pursuant to 11 U.S.C. 

§327(a), Fed. R. Bankr. P. 2014 and 2016, and Local Rules 2014-1(A) and 2016-1(A), hereby files 

this Expedited Application for Authority to Employ and Retain Paul J. Battista and the Law Firm of 

Genovese Joblove & Battista, P.A. Effective as of April 20, 2021 (the “Application”) seeking 

approval, on an interim and final basis, of the employment of Paul J. Battista (“Battista”) and the law 

firm of Genovese, Joblove & Battista (“GJB”), to represent the Debtor as its general bankruptcy 

counsel in this Chapter 11 case. In support of this Application, the Debtor relies upon the 

Declaration of Paul J. Battista, on behalf of GJB, as Proposed Counsel for the Debtor-In-Possession 

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

Support of the Chapter 11 Petition and First Day Motions [ECF No. 10] (the “First Day 

Declaration”)1 filed with the Court. In further support of this Application, the Debtor respectfully

represents as follows: 

 

1 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the First Day 

Declaration. 

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I. JURISDICTION 

1. This Court has jurisdiction over this case pursuant to 28 U.S.C. 157 and 1334. This is 

a core proceeding pursuant to 28 U.S.C. §157(b)(2)(A). Venue is proper in this District pursuant to 

28 U.S.C. §1408. 

2. The statutory predicate for the relief requested herein are 11 U.S.C. §327(a), Fed. R. 

Bankr. P. 2014 and 2016, and Local Rules 2014-1(A) and 2016-1(A). 

II. BACKGROUND AND BUSINESS OPERATIONS 

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

Court for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). 

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

addition, no trustee or examiner has been appointed. 

5. The Debtor is operating its business and managing its affairs as a debtor in possession 

pursuant to 11 U.S.C. §§1107(a) and 1108. 

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

Debtor respectfully refers the Court and parties-in-interest to the First Day Declaration. 

III. RELIEF REQUESTED

7. By this Application, the Debtor seeks to employ and retain Paul J. Battista, Esq. and 

the law firm of GJB as its general restructuring and bankruptcy counsel with regard to the filing of 

its Chapter 11 petition and the prosecution of its Chapter 11 case. A copy of GJB’s Engagement 

Letter is attached hereto as Exhibit “B.” Accordingly, the Debtor respectfully requests the entry of 

an interim order on an expedited basis, followed by the entry of a final order to be entered at a 

hearing to be held twenty-one (21) days after the Petition Date, pursuant to Section 327(a) of the 

Bankruptcy Code authorizing it to employ and retain Paul J. Battista, Esq. and the law firm of GJB 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 2 of 27
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as its general bankruptcy counsel under a general retainer to perform the legal services that will be 

necessary during its Chapter 11 case as more fully described below. 

8. The Debtor sought the services of GJB three (3) days prior to the Petition Date 

principally with respect to advice regarding restructuring matters in general, and the preparation for 

and potential commencement and prosecution of a Chapter 11 case for the Debtor. The Debtor 

believes that the continued representation by GJB is critical to the Debtor’s efforts to restructure its 

business because GJB has extensive experience and expertise in complex commercial reorganization 

cases and has already become familiar with many aspects of the Debtor’s business, legal and 

financial affairs. Accordingly, GJB is well-suited to guide the Debtor through the Chapter 11 

process. 

A. Services to be Provided

9. The services of GJB are necessary to enable the Debtor to execute faithfully its duties 

as debtor-in-possession. Subject to order of this Court, the law firm of GJB will be required to 

render, among others, the following services to the Debtor: 

(a) advise the Debtor with respect to its powers and duties as debtor and debtorin-possession in the continued management and operation of its business and 

properties; 

(b) attend meetings and negotiate with representatives of creditors and other 

parties-in-interest and advise and consult on the conduct of the cases, 

including all of the legal and administrative requirements of operating in 

Chapter 11; 

(c) advise the Debtor in connection with any contemplated sales of assets or 

business combinations, including the negotiation of sales promotion, 

liquidation, stock purchase, merger or joint venture agreements, formulate 

and implement bidding procedures, evaluate competing offers, draft 

appropriate corporate documents with respect to the proposed sales, and 

counsel the Debtor in connection with the closing of such sales; 

(d) advise the Debtor in connection with post-petition financing and cash 

collateral arrangements, provide advice and counsel with respect to preCase 21-13797-PDR Doc 18 Filed 04/22/21 Page 3 of 27
4 

petition financing arrangements, and provide advice to the Debtor in 

connection with the emergence financing and capital structure, and negotiate 

and draft documents relating thereto; 

(e) advise the Debtor on matters relating to the evaluation of the assumption, 

rejection or assignment of unexpired leases and executory contracts; 

(f) provide advice to the Debtor with respect to legal issues arising in or relating 

to the Debtor’s ordinary course of business including attendance at senior 

management meetings; 

(g) take all necessary action to protect and preserve the Debtor’s estate, 

including the prosecution of actions on its behalf, the defense of any actions 

commenced against the estates, negotiations concerning all litigation in 

which the Debtor may be involved and objections to claims filed against the 

estate; 

(h) prepare on behalf of the Debtor all motions, applications, answers, orders, 

reports and papers necessary to the administration of the estate; 

(i) negotiate and prepare on the Debtor’s behalf a plan of reorganization, 

disclosure statement and all related agreements and/or documents, and take 

any necessary action on behalf of the Debtor to obtain confirmation of such 

plan; 

(j) attend meetings with third parties and participate in negotiations with respect 

to the above matters; 

(k) appear before this Court, any appellate courts, and the U.S. Trustee, and 

protect the interests of the Debtor’s estate before such courts and the U.S. 

Trustee; and 

(l) perform all other necessary legal services and provide all other necessary 

legal advice to the Debtor in connection with this Chapter 11 case. 

10. The firm of GJB is willing to act on behalf of the Debtor as set forth above. 

B. Terms of Retention

11. As is set forth more fully in the Battista Declaration, prior to the filing of the 

voluntary petition herein, GJB received a retainer from and on behalf of the Debtor in the amount of 

$140,000 (the “Retainer”). GJB applied an amount equal to $65,000.00 of such Retainer to an 

estimate of its pre-petition fees and expenses incurred through April 20, 2021 (the “Prepetition 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 4 of 27
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Payment”). As a result, GJB will have a balance of $75,000 to be held as a postpetition retainer (the 

“Postpetition Retainer”), subject to an adjustment depending on the final reconciliation of prepetition fees and expenses against the Prepetition Payment (the “Postpetition Retainer”). To that 

end, promptly after the Petition Date, GJB will reconcile the amounts incurred for fees and expenses 

pre-petition and to the extent such fees and expenses do not exceed Prepetition Payment, then GJB 

shall return such excess to and increase the Postpetition Retainer accordingly. To the extent that 

such prepetition fees and expenses exceed the Prepetition Payment, then GJB shall waive such 

excess. 

12. GJB intends to apply to the Court for allowance of compensation for professional 

services rendered and reimbursement of charges and disbursements incurred in this Chapter 11 case 

in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local 

Bankruptcy Rules and the orders of this Court. GJB will seek compensation for the services of each 

attorney and paraprofessional acting on behalf of the Debtor in this case at the then-current rate 

charged for such services. 

13. Consistent with the firm’s policy with respect to its other clients, GJB will continue 

to charge the Debtor for all other services provided and for other charges and disbursements incurred 

in the rendition of services. These charges and disbursements include, among other things, costs for 

photocopying, travel, computerized research, messengers, couriers, postage, witness fees and other 

fees related to trials and hearings. 

14. GJB has agreed to accept as compensation such sums as may be allowed by the Court 

on the basis, among others, of the professional time spent, the rates charged for such services, the 

necessity of such services to the administration of the estate, the reasonableness of the time within 

which the services were performed in relation to the results achieved, and the complexity, 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 5 of 27
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importance and nature of the problems, issues or tasks addressed in this case. 

15. Other than as set forth herein and in the Battista Declaration, no arrangement is 

proposed between the Debtor and GJB for compensation to be paid in this case, and no agreement or 

understanding exists between GJB and any other entity for the sharing of compensation received or 

to be received for services rendered in or in connection with the case. 

16. No previous request for the relief sought in this Application has been made to this 

Court or any other Court. 

IV. BASIS FOR RELIEF REQUESTED

17. Continued representation of the Debtor by its restructuring counsel, GJB, is critical to 

the success of the Debtor’s reorganization efforts because GJB is and has become familiar with the 

Debtor’s business, financial and legal affairs. 

18. The Debtor has selected the firm of GJB as its attorneys because of GJB’s experience 

with and knowledge of the Debtor and its business, as well as its extensive experience, knowledge 

and expertise in the field of debtor and creditors’ rights and business reorganizations under Chapter 

11 of the Bankruptcy Code. 

19. The Debtor desires to employ the firm of GJB under a general retainer because of the 

extensive legal services that will be required in connection with its Chapter 11 case and the firm’s 

familiarity with the business of the Debtor. 

V. DISINTERESTEDNESS OF PROFESSIONALS

20. Except as set forth in the Battista Declaration, to the best of the Debtor’s knowledge, 

the shareholders, counsel and associates of GJB: (a) do not have any connection with the Debtor, its 

affiliates, its creditors, the U.S. Trustee, any person employed in the office of the U.S. Trustee, or 

any other party in interest, or their respective attorneys and accountants; (b) are “disinterested 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 6 of 27
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persons,” as that term is defined in Section 101(14) of the Bankruptcy Code; and (c) do not hold or 

represent any interest adverse to the Debtor’s estate. 

21. More specifically, as set forth in the Battista Declaration: 

(a) Neither GJB nor any attorney at the firm holds or represents an interest 

adverse to the Debtor’s estate. 

(b) Neither GJB nor any attorney at GJB is or was a creditor, an equity holder, or 

an insider of the Debtor, except that GJB previously rendered legal services 

to the Debtor for which it was compensated. 

(c) Neither GJB nor any attorney at GJB is or was, within two years before the 

Petition Date, a director, officer or employee of the Debtor. 

(d) GJB does not have an interest materially adverse to the interests of the 

Debtor’s estates or of any class of creditors or equity security holders by 

reason of any direct or indirect relationship to, connection with, or interest in 

the Debtor, or for any other reason. 

VI. REQUEST FOR INTERIM RELIEF 

22. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to Court 

approval: 

[M]ay employ one or more attorneys, accountants, appraisers, 

auctioneers, or other professional persons, that do not hold or

represent an interest adverse to the estate, and that are disinterested 

persons, to represent or assist the [debtor] in carrying out the 

[debtor]’s duties under this title. 

11 U.S.C. § 327(a). 

23. Bankruptcy Rule 2014(a) requires that an application for retention include: 

[S]pecific facts showing the necessity for the employment, the name 

of the [firm] to be employed, the reasons for the selection, the 

professional services to be rendered, any proposed arrangement for 

compensation, and, to the best of the applicant’s knowledge, all of the 

[firm’s] connections with the debtor, creditors, any other party in 

interest, their respective attorneys and accountants, the United States 

trustee, or any person employed in the office of the United States 

trustee. 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 7 of 27
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Fed. R. Bankr. P. 2014. 

24. Pursuant to the Bankruptcy Rule 6003, the court may grant relief regarding an 

application pursuant to Bankruptcy Rule 2014 to retain a professional within 21 days after the filing 

of the petition to the extent the relief is necessary to avoid immediate and irreparable harm. 

Bankruptcy Rule 6003, however, does not expressly forbid courts from entering interim orders 

approving professional retentions during the first 21 days of a chapter 11 cases. See, e.g., First NLC 

Fin. Servs, LLC, Case No. 08-10632 (Bankr. S.D. Fla. Jan. 28, 2008); In re TOUSA, Inc., et al., Case 

No. 08-10928-BKC-JKO (Bankr. S.D. Fla. Jan. 31, 2008)(approving interim retentions of financial 

advisor and legal counsel on interim basis within first 20 days of chapter 11 case). 

25. First, according to the Advisory Committee note to Bankruptcy Rule 6003, the 

standard employed in Bankruptcy Rule 6003 is taken from Bankruptcy Rule 4001(b)(2) and (c)(2), 

and decisions under those provisions should provide guidance for the application of Bankruptcy 

Rule 6003. Bankruptcy Rules 4001(b)(2) and (c)(2) are well understood and are the model for 

numerous first-day motions, such as obtaining credit and seeking use of cash collateral. That process 

is well established: if the court is so disposed, the partial relief is granted for the interim before the 

final hearing can be conducted. Later, after further opportunity for other parties in interest to 

consider the application and to object, the court, if so disposed will grant the balance of the relief 

requested. 

26. Second, Bankruptcy Rule 6003 is entitled “Interim and Final Relief Immediately 

Following the Commencement of the Case....” Thus, the very title of the Bankruptcy Rule 

contemplates that relief may be granted on an interim basis. 

27. Interim relief is clearly justified and appropriate in the context of this Application. 

28. It is well recognized in this district and others that a corporation must be represented 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 8 of 27
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by counsel to appear in court because it is merely an artificial entity that can only act through its 

agents and thus may not appear pro se. See, e.g., Palazzo v. Gulf Oil Corp., 764 F.2d 1381, 1385 

(11th Cir. 1985) (“Corporations and partnerships, both of which are fictional legal persons, 

obviously cannot appear for themselves personally . . . they must be represented by licensed 

counsel.”); see also In re K.M.A., Inc., 652 F.2d 398, 399 (5th Cir. 1981) (“The law is clear that a 

corporation as a fictional legal person can only be represented by licensed counsel.”); Jones v. 

Niagara Frontier Transp. Authority, 722 F.2d 20, 22 (2d Cir. 1983) (“[I]t is established that a 

corporation, which is an artificial entity that can only act through agents, cannot proceed pro se.”). 

This requirement is further established by Local Rule 1074-1, which provides that “[c]orporations, 

partnerships, trusts and other non-individual parties may appear and be heard only through counsel 

permitted to practice in the Court pursuant to Local Rule 2090-1.” 

29. Accordingly, without general bankruptcy counsel, the Debtor is technically unable to 

proceed with this case. GJB will play an integral role in the first 21 days of this chapter 11 case. 

Among other things, the Debtor will need GJB’s assistance in preserving and protecting its property, 

negotiating with key creditor constituencies, addressing issues related to the “first day” hearing and 

related orders, addressing post-petition financing, constructing a business plan and plan of 

reorganization and defining the Debtor’s path post-restructuring. 

30. Accordingly, the Debtor submits that it has satisfied the requirements of Bankruptcy 

Rule 6003 to support entry of an order, authorizing the Debtor to retain and employ GJB on an 

interim basis and to compensate GJB for any services rendered during that interim period in 

accordance with the Bankruptcy Code and any interim compensation procedures that may be 

established in these cases. This interim form of relief ensures the availability of GJB’s full resources 

to the Debtor during a critical period in these cases, while preserving the ability of all parties in 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 9 of 27
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interest, including the U.S. Trustee, to object to this application on a final basis. 

WHEREFORE, the Debtor respectfully requests that the Court enter an interim order, 

substantially in the form attached hereto as Exhibit “C”: (i) authorizing the Debtor’s retention of 

Paul J. Battista, Esq. and the law firm of GJB upon the terms outlined in this Application on an 

interim basis effective April 20, 2021; (ii) setting a final hearing on this Application at least twentyone (21) days after the Petition Date, and (iii) granting such other and further relief as is just and 

proper. 

Dated this 22nd day of April, 2021. 

LIBERTY POWER HOLDINGS, LLC. 

 By: /s/ Bob Butler

 Name: Bob Butler 

 Title: Chief Restructuring Officer 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 10 of 27
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EXHIBIT “A” 

(BATTISTA DECLARATION) 

 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 11 of 27
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov

In re: Chapter 11 

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

 

 Debtor. 

___________________________________/ 

DECLARATION OF PAUL J. BATTISTA, ESQ. IN SUPPORT OF 

THE DEBTOR’S EXPEDITED APPLICATION FOR AUTHORITY TO RETAIN, 

ON AN INTERIM AND FINAL BASIS, GENOVESE JOBLOVE & BATTISTA, P.A., AS 

GENERAL BANKRUPTCY COUNSEL FOR 

DEBTOR-IN-POSSESSION EFFECTIVE AS OF APRIL 20, 2021 

PAUL J. BATTISTA makes this Declaration pursuant to 28 U.S.C. § 1746, and states: 

1. I am an attorney and shareholder of the law firm of Genovese Joblove & Battista, 

P.A. (“GJB”). GJB maintains offices for the practice of law at the 100 Southeast Second Street, 

Suite 4400, Miami, Florida 33131, 200 East Broward Boulevard, Suite 1110 Fort Lauderdale, 

Florida 33301 and 100 N. Tampa Street, Suite 2600, Tampa, FL 33602. I am familiar with the 

matters set forth herein and make this Declaration in support of the Debtor’s Expedited Application 

for Authority to Retain, on an Interim and Final Basis, Genovese Joblove & Battista, P.A. as 

General Bankruptcy Counsel for the Debtors-in-Possession Effective as of April 20, 2021 (the 

“Application”). 

2. In support of the Application, I disclose the following: 

a. Unless otherwise stated, this Affidavit is based upon facts of which I have 

personal knowledge. 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 12 of 27
2 

b. In preparing this Affidavit, I have reviewed the preliminary list of creditors 

and equity security holders of the Debtor provided to us by the Debtor and as otherwise gathered 

by GJB. GJB maintains a computerized conflicts check system. GJB has compared the 

information obtained thereby with the information contained in its client and adverse party conflict 

check system. As additional information becomes available to GJB concerning the identity of 

other creditors, then GJB will supplement its conflict check and if appropriate, I will supplement 

my Declaration accordingly. 

c. The facts stated in this Declaration as to the relationship between GJB and 

the Debtor, the Debtor’s creditors, the United States Trustee, other persons employed by the Office 

of the United States Trustee, and those persons and entities who are defined as disinterested 

persons in Section 101(14) of the Bankruptcy Code, are based on the results of my review of GJB’s 

conflict check system. Based upon the foregoing, GJB does not represent any entity in any matter 

involving or adverse to the Debtor or which would constitute a conflict of interest or impair the 

disinterestedness of GJB in respect of its representation of the Debtor herein. 

3. GJB’s client and adverse party conflicts check system is comprised of records 

regularly maintained in the course of business by GJB, and it is the regular practice of GJB to 

make and maintain these records. The system reflects entries that are noted at the time the 

information becomes known by persons whose regular duties include recording and maintaining 

this information. I am one of the persons who is responsible for the supervision of the department 

of GJB which keeps this system up-to-date, and I regularly use and rely upon the information 

contained in the system in the performance of my duties with GJB and in my practice of law. 

4. GJB neither holds nor represents any interest adverse to the Debtor and is a 

“disinterested person” within the scope and meaning of Section 101(14) of the Bankruptcy Code. 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 13 of 27
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5. Neither I nor GJB has or will represent any other entity in connection with this case, 

and neither I nor GJB will accept any fee from any other party or parties in this case, except the 

Debtor, unless otherwise authorized by the Court. 

6. According to GJB’s records, prior to the filing of the voluntary petition herein, GJB 

received an aggregate retainer from the Debtor in the amount of $140,000 (the “Retainer”). GJB 

applied an amount equal to $65,000 of such Retainer to its pre-petition fees and expenses incurred 

through April 20, 2021 (the “Prepetition Payment”). As a result, GJB will have a balance of 

$75,000 to be held as a postpetition retainer (the “Postpetition Retainer”), subject to an adjustment 

depending on the final reconciliation of pre-petition fees and expenses against the Prepetition 

Payment (the “Postpetition Retainer”). To that end, promptly after the Petition Date, GJB will 

reconcile the amounts incurred for fees and expenses pre-petition and to the extent such fees and 

expenses do not exceed Prepetition Payment, then GJB shall return such excess to and increase the 

Postpetition Retainer accordingly. To the extent that such prepetition fees and expenses exceed 

the Prepetition Payment, then GJB shall waive such excess. 

7. The professional fees and costs to be incurred by GJB in the course of its 

representation of the Debtor in this case shall be subject in all respects to the application and notice 

requirement of 11 U.S.C. §§ 330 and 331 and Fed. R. Bank. P. 2014 and 2016. 

8. There is no agreement of any nature as to the sharing of any compensation to be 

paid to GJB, except between the attorneys of GJB. No promises have been received by GJB, nor 

any member or associate thereof, as to compensation in connection with this case other than in 

accordance with the provisions of the Bankruptcy Code. 

9. No attorney at GJB holds a direct or indirect equity interest in the Debtor, including 

stock or stock warrants, or has a right to acquire such an interest. No attorney at GJB is or has 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 14 of 27
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served as an officer, director or employee of the Debtor within two years before the Petition Date. 

No attorney at GJB is in control of the Debtor or is a relative of a director, officer or person in 

control of the Debtor. No attorney at GJB is a general or limited partner of a partnership in which 

any of the Debtor is also a general or limited partner. No attorney at GJB is or has served as an 

officer, director or employee of a financial advisor that has been engaged by the Debtor in 

connection with the offer, sale or issuance of a security of the Debtors, within two years before the 

Petition Date. No attorney at GJB has represented a financial advisor of the Debtors in connection 

with the offer, sale or issuance of a security of the Debtor within three years before the Petition 

Date. 

10. No attorney at GJB has any other interest, direct or indirect, that may be affected 

by the proposed representation. 

11. No attorney at GJB has had or presently has any connection with the abovecaptioned Debtor or the estate on any matters in which GJB is to be engaged, except that I, GJB 

and our attorneys: (i) may have appeared in the past and may appear in the future in other cases in 

which one or more of said parties may be involved; and (ii) may represent or may have represented 

certain of the Debtor’s creditors in matters unrelated to these cases. In addition and for purposes 

of full disclosure, the proposed chief restructuring officer of the Debtor, Bob Butler, is employed 

by Berkeley Research Group, LLC (“BRG”), a global consulting firm with approximately 1,200 

employees. One of BRG’s employees is Rachel Battista, who is my niece. Lastly, two years ago 

on April 26, 2019, David Hernandez (“Hernandez”), one of the Debtor’s principals, had a meeting 

with 2 partners of GJB for a preliminary and general discussion of certain financial issues related 

to the Debtor and its affiliates. GJB was not retained by the Debtor, Hernandez or any other 

affiliate of the Debtor. I do not believe such discussion two years ago presents any conflict of 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 15 of 27
5 

interest for GJB or otherwise impairs the disinterestedness of GJB in respect of its representation 

of the Debtor herein. 

12. 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 April 

22, 2021. 

 

 /s/ Paul J. Battista 

PAUL J. BATTISTA, ESQ. 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 16 of 27
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EXHIBIT “B” 

(ENGAGEMENT LETTER) 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 17 of 27
 Paul J. Battista, Esq. 

 Telephone: 305-349-2300 

 Email:pbattista@gjb-law.com

 

April 17, 2021 

VIA EMAIL bbutler@thinkbrg.com 

Liberty Power Holdings, LLC 

Attn: Bob Butler 

Chief Restructuring Officer 

Berkley Research Group 

3350 Riverwood Parkway 

Suite 1900 

Atlanta, GA 30339 

Re: Engagement of Genovese, Joblove & Battista, P.A. (the “Firm”) 

Dear Bob: 

We are pleased that Liberty Power Holdings, LLC (the “Company”) has engaged our firm 

to represent the Company as its general bankruptcy counsel in connection with evaluating, 

preparing for, filing and prosecuting a chapter 11 bankruptcy proceeding. Consistent with the rules 

of professional responsibility that govern all attorneys, it is the Firm's practice to advise clients in 

writing of the terms and conditions under which we undertake a representation. 

 First, to protect both of us and to comply with our professional obligations, this engagement 

is subject to clearance of any conflicts of interest with present or former clients of the Firm. We 

have performed a conflict check regarding those parties that we are aware of who are presently 

involved in this matter and have determined that no conflict exists at this time. As additional 

parties are identified, we will update our conflict check and advise you of any issues. In order to 

help us in the future, if you become aware of additional potential adverse parties, then please 

provide us with the names of any such persons or entities as soon as possible. 

My law partner, Mariaelena Gayo-Guitian, and I will have primary responsibility for this 

engagement, and will use other attorneys and legal assistants in our Firm in the best exercise of 

our professional judgment. My standard hourly rate is $745.00 and Ms. Gayo-Guitian’s standard 

hourly rate is $550.00. Where possible and applicable, we will utilize other attorneys and 

paraprofessionals with lower billing rates. The Firm’s engagement is subject to and based on the 

provisions set forth herein and in our Standard Terms and Conditions, which are annexed to and 

made a part of this letter agreement. Upon the filing of a chapter 11 bankruptcy for the Company, 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 18 of 27
if and to the extent our Standard Terms and Conditions conflict with the provisions of the 

Bankruptcy Code or the Local Rules of the Bankruptcy Court, then the provisions of the 

Bankruptcy Code and/or Local Rules shall govern. 

We want to assure you that we will endeavor to serve you effectively and strive to represent 

your interests efficiently. To advance these goals, the Company agrees to disclose fully and 

accurately all pertinent facts and keep us apprised of all developments in this matter. The 

Company further agrees to cooperate fully with us and to be available to attend such meetings as 

are appropriate. During the course of our representation, we may express opinions regarding issues 

for which we are being engaged or various courses of action and the results that might be 

anticipated. Any such statement made by myself or by any partner, associate, of counsel or 

employee or agent of our Firm is intended to be an expression of opinion only, based on 

information available to us at the time, and should not be construed as a promise or guarantee. 

Needless to say, there can be no assurances that our efforts on your behalf will be successful. 

 As with all new clients, the Firm requires an initial retainer. Based on our discussions to 

date, our initial retainer will be in the amount of $140,000 (the “Retainer”). We will hold this 

amount in trust in accordance with this letter. We will bill the Company monthly for the fees and 

expenses that we incur on your behalf and apply the Retainer to such fees and expenses. In the 

event and at such time as the Company files a chapter 11 bankruptcy, then we will draw on the 

Retainer to pay all outstanding fees and expenses at that time. As you know, upon the filing of a 

chapter 11 bankruptcy, it is imperative that our Firm not be a creditor so that we remain 

disinterested as required by the Bankruptcy Code. Upon the Company’s filing for chapter 11, the 

unused portion of the Retainer will become our retainer for the chapter 11 case. We also 

understand that the Company is arranging debtor-in-possession financing in order to fund its 

operations and pay its professional fees during the chapter 11. We will work with you and the 

proposed lender to determine the appropriate amount of attorneys’ fees and expenses to be included 

in the budget for the loan, which budgeted fees will supplement our Retainer. Upon the filing of 

the chapter 11 case, we are required to file fee applications with, and obtain an order from, the 

Bankruptcy Court prior to being able to draw on our retainer to pay our fees and expenses. The 

Bankruptcy Code limits the period during which we can apply for an award and payment of fees 

and expenses to every 120 days. We anticipate that we will seek relief from the Bankruptcy Court 

in order to allow our Firm and all professionals retained by the Company to be paid on a monthly 

basis. If you have any questions on or issues with any of our invoices at any time, then please let 

me know and we will use our best efforts to answer such questions and/or resolve any issues. 

 Please review this agreement carefully, and if you have any questions concerning the 

foregoing terms and conditions, please do not hesitate to contact me. If this agreement is 

acceptable, then please acknowledge that you have reviewed it, understand it, and desire to retain 

us based on the terms of this letter and attachment by signing and delivering to us the enclosed 

copy, together with the initial retainer via wire instructions included with this letter. We 

recommend that you keep a copy of this letter and our Standard Terms in your file. 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 19 of 27
Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 20 of 27
STANDARD TERMS AND CONDITIONS OF ENGAGEMENT

1. Costs: It is usually necessary for us to incur, as agent for our clients, expenses for 

items such as filing fees, travel, lodging, meals, toll telephone calls, photocopying, facsimiles 

("fax"), and courier services. Many engagements require substantial amounts of costly ancillary 

services such as outside duplication services and computerized legal research. The client is 

responsible for all costs incurred on the client's behalf. In order to allocate these expenses fairly 

and to keep our hourly rates as low as possible for those matters which do not involve such 

expenditures, these items are separately itemized on our statements as "costs advanced" or 

"disbursements". 

Major out-of-pocket expenses, including outside fees and expenses (such as 

printing costs, filing fees, etc.), will not be advanced by us unless special arrangements are made 

in advance. They will be billed directly or forwarded to our client. 

2. Billing: Costs and expenses will be billed monthly. Payment is due promptly upon 

presentation of the statement, unless we agree otherwise in writing. 

3. Late Payments: We are confident that our clients make every effort to pay us 

promptly. Occasionally, however, a client has difficulty in making timely payment. To avoid 

burdening those clients who pay their statements promptly with higher fees reflecting the added 

costs we incur as a result of clients who are delinquent, we reserve the right to impose an 

interest/service charge of one percent per month for late payments. In no event will the service 

charge be greater than permitted by applicable law. 

4. Non-Payment of Fees and Costs: Failure to pay any statement rendered when due 

will constitute a default. In the event of a default, you agree that in our discretion we may 

immediately cease all legal services on your behalf or discontinue our representation (subject to 

our ethical obligations and any other applicable provision of law). In the unlikely event that we 

are required to institute legal proceedings to collect fees and costs owed by the client, the prevailing 

party will be entitled to reimbursement of its reasonable attorneys' fees and other costs of 

collection. 

5. Termination: The client has the right to terminate our representation by written 

notice at any time. In that case, the client is not relieved of the obligation to pay for all services 

rendered and costs incurred on its behalf prior to receipt of such notice in accordance with the 

terms hereof. We have the same right to terminate our engagement, subject to an obligation to 

give the client reasonable notice to arrange alternative representation. 

6. Applicable Law: The laws of the State of Florida will govern the interpretation of 

this agreement, including all rules or codes of ethics which apply to the provision of services by 

us. Any legal action or proceeding with respect to this engagement agreement may be brought in 

the federal or state courts in and for Dade County, Florida, and by the execution and delivery of 

this engagement agreement you and the Company hereby consents to the non-exclusive personal 

jurisdiction of such courts, and waives any objection to such venue based on any grounds, 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 21 of 27
including forum non conveniens which it may have to the bringing of any action in such courts 

based on this engagement agreement. 

7. Payment by Others: Sometimes another party to a transaction agrees to pay our 

client's legal fees, or a court may order our client's adversary to pay all or a part of its legal fees 

and costs. However, in such case our client remains primarily liable for payment of all fees and 

costs. Any amounts received from others will be credited to the client's account. 

8. Jury Trial Waiver. The client and the Firm hereby unconditionally waive their 

respective rights to a jury trial of any claims or causes of action based upon or arising out of or in 

connection with, directly or indirectly, this agreement or the engagement of the firm contemplated 

herein, and any dealings between client(s) and Firm relating to the subject matter of this agreement 

or the Firm’s fees. This waiver shall encompass any and all disputes that may be filed in any Court 

(including, without limitation, contract claims, tort claims, malpractice claims, breach of duty 

claims, and all other common law and statutory legal and equitable claims). This waiver is 

irrevocable, meaning that it may not be modified either orally or in writing. This waiver shall 

apply to any subsequent amendments, renewals, supplements or modifications to this agreement, 

as well as to all other matters for which the client(s) engages the Firm. This waiver is knowingly, 

willingly and voluntarily made by the parties. 

 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 22 of 27
13 

EXHIBIT “C” 

(PROPOSED ORDER) 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 23 of 27
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov

In re: 

 Chapter 11 

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

 Debtor. 

________________________________________/ 

INTERIM ORDER PURSUANT TO 11 U.S.C. § 327(a) AUTHORIZING 

THE EMPLOYMENT OF PAUL J. BATTISTA AND THE LAW FIRM OF 

GENOVESE JOBLOVE & BATTISTA, P.A., AS GENERAL BANKRUPTCY 

COUNSEL FOR THE DEBTOR-IN-POSSESSION 

EFFECTIVE AS OF APRIL 20, 2021 AND SETTING FINAL HEARING 

THIS CASE came before the Court on April ___, 2021 at __:00 a.m./p.m. upon the 

application (the “Application”) of Liberty Power Holdings, LLC (the “Debtor”), for entry of an 

interim and final order, pursuant to 11 U.S.C. §§ 327(a) and 330 and Bankruptcy Rules 2014(a), 

2016 and 6003, authorizing the Debtor to employ and retain Paul J. Battista, Esq. (“Battista”) and 

the law firm of Genovese Joblove & Battista (“GJB”) under a general retainer as its restructuring 

and general bankruptcy attorneys in this Chapter 11 case effective as of April 20, 2021 [ECF No. 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 24 of 27
 2 

__] and the Court, finding that good, adequate and sufficient cause has been shown to justify the 

entry of this order; and it appearing that the relief requested is in the best interests of the Debtor’s 

estate, its creditors and other parties in interest; and the Court having jurisdiction to consider the 

Application and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and 

consideration of the Application and the relief requested therein being a core proceeding pursuant 

to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 

and 1409; and the Court having reviewed the Application and the Declaration of Paul J. Battista, 

a shareholder of GJB, attached to the Application (the “Battista Declaration”); and the Court being 

satisfied based on the representations made in the Application and the Battista Declaration that (a) 

Battista and GJB do not hold or represent an interest adverse to the Debtor’s estate, and (b) GJB 

is a “disinterested person” as defined in section 101(14) of the Bankruptcy Code and as required 

by section 327(a) of the Bankruptcy Code; and due and proper notice of the Application having 

been provided, and it appearing that no other or further notice need be provided; and after due 

deliberation and sufficient cause appearing therefor, it is 

ORDERED as follows: 

1. The Application is GRANTED on an interim basis effective as of April 20, 2021. 

2. The Debtor is authorized to employ and retain GJB as general counsel in this 

Chapter 11 case in accordance with the terms and conditions set forth in the Application and this 

Interim Order. 

3. GJB shall apply for compensation for professional services rendered and 

reimbursement of expenses incurred in connection with the Chapter 11 case in compliance with 

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the United 

States Trustee Guidelines for Fee Applications and the orders of this Court. 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 25 of 27
 3 

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

________, 2021, at __:00 a.m. (Eastern Time), via Video Conference. 

5. The hearing scheduled by this order is a public matter. The general public is invited 

to listen to the hearing by telephone. 

6. 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) GJB, (c) the 

Office of the United States Trustee for the Southern District of Florida, (d) the entities listed on 

the Master Service List, if any, filed pursuant to Local Rule 2002-1(K), 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 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. 

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

the Final Hearing. 

8. In the event the Application is not granted on a final basis, GJB 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. 

9. The requirements for emergency motions set forth in Local Rule 9075-1 and for 

entry of the relief requested earlier than the period set forth in Bankruptcy Rule 6003 are satisfied 

by the contents of the Application. 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 26 of 27
 4 

10. The Debtor is authorized to take all actions necessary to effectuate the relief granted 

pursuant to this Interim Order in accordance with the Application and the record. 

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

to interpose an objection to the Application, and any such objection will be considered on a de 

novo basis at the Final Hearing. 

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

or related to the implementation of this Interim Order 

# # # 

SUBMITTED BY:

Paul J. Battista, Esq 

Genovese Joblove & Battista, P.A. 

Counsel to Debtor-in-Possession

100 S.E. Second Street, 44th Floor 

Miami, FL 33131 

(305) 349-2300 (p) 

(305) 349- 2310 (f) 

pbattista@gjb-law.com

Copies Furnished to: 

Paul J. Battista, Esq. 

[Attorney Battista is directed to serve a conformed copy of this Order on all parties in interest] 

Case 21-13797-PDR Doc 18 Filed 04/22/21 Page 27 of 27