118221289.v1 

IN THE UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov

In re: 

TAMARAC 10200, LLC and Case No. 20-bk-23346-PDR 

UNIPHARMA, LLC, Case No. 20-bk-23348-PDR 

Debtors. 1 Chapter 11 Cases 

(Jointly Administered) 

/ 

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED 

CREDITORS FOR AN ORDER AUTHORIZING AND APPROVING THE 

EMPLOYMENT AND RETENTION OF PRICEWATERHOUSECOOPERS LLP 

AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED 

CREDITORS, EFFECTIVE AS OF DECEMBER 22, 2020 

The Official Committee of Unsecured Creditors of Tamarac 10200, LLC and Unipharma, 

LLC (the “Committee”) submits this application (the “Application”) for entry of an order, pursuant 

to sections 328(a) and 1103(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the 

“Bankruptcy Code”), and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), authorizing the employment and retention of PricewaterhouseCoopers 

(“PwC”) as financial advisor to the Committee effective as of December 22, 2020 (the “Retention 

Date”) pursuant to the terms of the engagement letter (the “Engagement Letter”),2 attached hereto 

as Exhibit B as modified by this Application. In support of this Application, the Committee relies 

on the Declaration of Steven Fleming in Support of the Application (the “Fleming Declaration”), 

1

 The last four digits of each Debtor’s federal tax identification number are Tamarac 10200, LLC (“Tamrac”) (2050) 

and Unipharma, LLC (“Unipharma”) (8962). The address of the Debtors is 1020 N.W. 67th Street, Tamarac, FL 

33321. 

2

 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Engagement 

Letter. 

Case 20-23346-PDR Doc 174 Filed 01/05/21 Page 1 of 7
-2- 

118221289.v1 

attached hereto as Exhibit A. In further support of this Application, the Committee respectfully 

states as follows: 

JURISDICTION AND VENUE 

1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 

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

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

BACKGROUND 

3. On December 7, 2020 (the “Petition Date”), the Debtors filed a voluntary petition 

for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court in the 

Southern District of Florida, Fort Lauderdale Division commencing the above-captioned and 

jointly administered cases (these “Cases”). 

4. The Debtors continue to operate their businesses and manage their affairs as 

debtors-in-possession pursuant to Bankruptcy Code sections 1107(a) and 1108. 

5. On December 8, 2020, the Court entered an Order approving the joint administration 

of the Cases [Docket No. 25]. 

6. On December 18, 2020, the United States Trustee (the “U.S. Trustee”) appointed 

three (3) members to the Committee [Docket No. 89]. The Committee is comprised of the 

following three members: (i) Pedro M. Gallinar & Associates P.A.; (ii) Resources Connection, 

LLC dba Resources Global Professionals; and (iii) Lope Alejandro Tapia Lizardi. 

7. On December 22, 2020, the Committee selected PwC as its financial advisor. 

RELIEF REQUESTED 

8. By this Application, the Committee respectfully requests the entry of an order 

authorizing and approving the employment and retention of PwC as its financial advisor to perform 

Case 20-23346-PDR Doc 174 Filed 01/05/21 Page 2 of 7
-3- 

118221289.v1 

services relating to the Debtors’ bankruptcy cases, effective as of December 22, 2020. 

9. The Committee has selected PwC to assist the Committee with analyzing the 

Debtors’ business and financial affairs. The services of PwC as a financial advisor are necessary 

to assist the Committee in performing its duties and exercising its powers as set forth in the 

Bankruptcy Code at §1103(c). 

10. PwC is well qualified to represent the interests of the Committee as a financial 

advisor. PwC specializes in providing financial and forensic analysis with respect to complex 

financial transactions. 

11. PwC is disinterested as defined at 11 U.S.C. §101(14) and does not hold or 

represent an interest adverse to the Debtors or their estates in connection with these cases. PwC 

has advised the Committee that except as disclosed in the Fleming Declaration filed with this 

Application, PwC does not hold or represent an entity having an adverse interest in connection 

with the Debtors’ bankruptcy cases, is a disinterested person as that term is defined in 11 U.S.C. § 

101(14), and does not have any connections with the Debtors or other individuals or entities that 

the Debtors identified as being potential parties in interest in these chapter 11 cases (the “Parties 

in Interest”). 

SCOPE OF SERVICES 

12. Subject to further order of the Court, and as set forth more fully in the Engagement 

Letter outlined herein, in consideration for the compensation contemplated therein, PwC will 

provide the following services:3

a. Advise and assist the Committee in its analysis of any proposed debtor in 

possession financing or use of cash collateral; 

3

 Any summary of the scope of services or terms and conditions of the Engagement Letter provided herein is for the 

Court’s convenience and, to the extent of any conflict with the actual terms and conditions of the Engagement Letter, 

as the same may be limited or modified by the Court’s order approving PwC’s engagement, the Engagement Letter 

shall control. 

Case 20-23346-PDR Doc 174 Filed 01/05/21 Page 3 of 7
-4- 

118221289.v1 

b. Advise and assist the Committee in the monitoring of the Debtors’ short term 

cash flow, liquidity, and operating results; 

c. Advise and assist the Committee in its review of financial related disclosures of 

the Debtors, including Schedules of Assets and Liabilities, Statements of 

Financial Affairs and Monthly Operating Reports; 

d. Advise and assist the Committee in its review of other financial information 

prepared by the Debtors, including, but not limited to, cash flow projections and 

budgets, business plans, cash receipts and disbursement analysis, asset and 

liability analysis, and the economic analysis of proposed transactions for which 

Court approval is sought; 

e. Advise and assist the Committee in its review of any key employee retention 

and other employee benefit programs that may be proposed by the Debtors; 

f. Advise and assist the Committee in its review of the Debtors’ analysis with 

respect to the assumption or rejection of various executory contracts and leases; 

g. Advise and assist the Committee in its review of the claims reconciliation and 

estimation process, including an entity and priority level assessment of claims; 

h. Attend meetings and assist in discussions with the Debtors, the Committee, the 

U.S. Trustee, and any party in interest and their respective professionals, as 

requested by the Committee; 

i. Advise and assist the Committee in the evaluation and analysis of potential 

avoidance actions, including fraudulent conveyances and preferential payments 

or transfers; 

j. Advise and assist the Committee in its assessment of restructuring alternatives 

and estimated recoveries, including the review of any Plan of Reorganization 

and related Disclosure Statement, sale transactions or other restructuring 

transactions proposed by the Company; 

k. Provide advice with respect to any tax issues associated with, but not limited 

to, claims/stock trading, preservation of net operating losses, refunds due to the 

Debtors, plans of reorganization, and asset sales;

l. Advise and assist the Committee in conducting corporate due 

diligence/background checks to identify network of relationships and 

organizations associated with certain insiders and related entities/parties;

Case 20-23346-PDR Doc 174 Filed 01/05/21 Page 4 of 7
-5- 

118221289.v1 

m. Advise and assist the Committee in its assessment of forensic or investigative 

reports, data, and analyses related to insider activities prepared by other 

professionals; 

n. As requested, testify as either a “fact or percipient witness” or an “expert 

witness” in the Company’s bankruptcy court proceedings based on PwC’s 

direct knowledge of the estate arising from or relating to the Services 

performed; and

o. Render such other general business consulting or other such assistance as the 

Committee or its counsel may deem necessary that are consistent with the role 

of a financial advisor.

PROFESSIONAL COMPENSATION 

13. Subject to the Court’s approval, and pursuant to 11 U.S.C. §§ 330 and 331, the 

Bankruptcy Rules, the Local Bankruptcy Rules for the Southern District of Florida, and the rules 

and other procedures which this Court may fix, the Committee requests that PwC be compensated 

on an hourly basis, plus reimbursement of its actual and necessary expenses incurred, in connection 

with representing the Committee in these chapter 11 cases. The Committee has been advised that 

PwC’s compensation shall be in accordance with the ordinary and customary rates which are in 

effect on the date the services are rendered, or the expenses are incurred. 

14. The Committee understands that any compensation and expenses paid to PwC must 

be approved by this Court upon application consistent with the Bankruptcy Code, applicable 

Bankruptcy Rules, and any Orders of this Court respecting compensation of professionals. 

15. PwC has agreed to charge the following hourly rates. Individual hourly rates vary 

according to the experience and skill required. 

Case 20-23346-PDR Doc 174 Filed 01/05/21 Page 5 of 7
-6- 

118221289.v1 

Personnel Hourly Billing Rate 

Partner/Principal $750 

Director $593 

Manager $461 

Senior Associate $379 

Associate $240 

16. PwC has not received a retainer from the Committee for the services to be 

performed in these Cases. 

INDEMNIFICATION 

17. As part of the overall compensation payable to PwC, as set forth in the Engagement 

Letter, the Committee requests that the Court require the Debtors to indemnify and hold harmless 

PwC from and against all third party claims, losses, liabilities and damages (including any costs, 

expenses and reasonable attorneys’ fees) arising from or relating to the services or deliverables, 

except to the extent finally determined to have resulted from PwC’s gross negligence or intentional 

misconduct, and to request that this Court enter an order approving such indemnification. 

PwC’s DISINTERESTEDNESS 

18. To the best of the Committee’s knowledge and based upon the Fleming Declaration, 

PwC represents no other entity in connection with these cases, is a “disinterested person” as that 

term is defined in 11 U.S.C. § 101(14), and does not hold or represent any interest adverse to the 

Debtors with respect to the matters upon which it is to be employed. 

19. PwC has agreed not to share with any person or firm the compensation to be paid 

for professional services rendered in connection with these cases. 

BASIS FOR RELIEF 

20. Section 1103(a) of the Bankruptcy Code provides that a committee appointed under 

section 1102 of the Bankruptcy Code, subject to court approval: 

Case 20-23346-PDR Doc 174 Filed 01/05/21 Page 6 of 7
-7- 

118221289.v1 

[M]ay select and authorize the employment by such committee of 

one or more attorneys, accountants, or other agents, to represent or 

perform services for such committee. 

11 U.S.C. § 1103(a). 

21. Bankruptcy Rule 2014 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. 

Fed. R. Bankr. P. 2014. 

22. The terms of this engagement were negotiated by the Committee and PwC at arm’slength and in good faith. The Committee and PwC respectfully submit that the terms of PwC’s 

retention are customary and reasonable for financial advisor engagements, both out-of-court and 

in comparable chapter 11 cases, and in the best interests of the Debtors’ estates, creditors and all 

parties-in-interest. 

WHEREFORE, the Committee respectfully requests that this Court enter an Order, 

substantially in the form submitted hereto as “Exhibit C”, authorizing the Committee to retain and 

employ PwC as financial advisor to the Committee, effective as of December 22, 2020, and grant 

the Committee such other and further relief as the Court deems just or proper. 

Dated: January 5, 2021 Respectfully submitted, 

THE OFFICIAL COMMITTEE OF 

UNSECURED CREDITORS OF 

TAMARAC 10200, LLC AND 

UNIPHARMA, LLC 

By: /s/ Michelle Gouvion 

Michelle Gouvion, in her capacity as the 

Chairperson 

Case 20-23346-PDR Doc 174 Filed 01/05/21 Page 7 of 7