Case LSS Doc 617 Filed 06/27/16 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Case No.

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1 Case LSS Doc 617 Filed 06/27/16 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re KaloBios Pharmaceuticals, Inc., Debtor. 1 Chapter 11 Case No (LSS) Objection Deadline: July 18, 2016, at 4:00 p.m. (ET) COVER SHEET FOR FOURTH MONTHLY APPLICATION OF BATUTA CAPITAL ADVISORS LLC, AS FINANCIAL ADVISOR TO THE DEBTOR, FOR ALLOWANCE OF INTERIM COMPENSATION AND FOR INTERIM REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED FOR THE PERIOD MAY 1, 2016, THROUGH MAY 31, 2016 Name of Applicant: Authorized to provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought: Amount of compensation sought as actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: Batuta Capital Advisors LLC Debtor and debtor in possession February 12, 2016, nunc pro tunc to January 19, 2016 May 1, 2016, through May 31, 2016 $70, $ This is an x interim Final Application 1 The last four digits of the Debtor s federal tax identification number are The Debtor s address is 1000 Marina Blvd #250, Brisbane, CA

2 Case LSS Doc 617 Filed 06/27/16 Page 2 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re KaloBios Pharmaceuticals, Inc., Debtor. 1 Chapter 11 Case No (LSS) Objection Deadline: July 18, 2016, at 4:00 p.m. (ET) FOURTH MONTHLY APPLICATION OF BATUTA CAPITAL ADVISORS LLC, AS FINANCIAL ADVISOR TO THE DEBTOR, FOR ALLOWANCE OF INTERIM COMPENSATION AND FOR INTERIM REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED FOR THE PERIOD MAY 1, 2016, THROUGH MAY 31, 2016 Pursuant to 105, 327(a), 328(a), 330, 331, and 1107 of Title 11 of the United States Bankruptcy Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code ) and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Batuta Capital Advisors LLC ( Batuta ), financial advisor to the above-captioned debtor (the Debtor, KaloBios or the Company ), hereby files this fourth application (the Application ) for the allowance of compensation for services rendered in the amount of $70, and reimbursement for actual and necessary expenses incurred in the amount of $ for the period of May 1, 2016, through and including May 31, 2016 (the Application Period ). In support of the Application, Batuta respectfully states as follows: JURISDICTION AND VENUE 1. On December 29, 2015 (the Petition Date ), the Debtor commenced this case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code. 1 The last four digits of the Debtor s federal tax identification number are The Debtor s address is 1000 Marina Blvd #250, Brisbane, CA

3 Case LSS Doc 617 Filed 06/27/16 Page 3 of 7 The Debtor continues to operate its business and manage its affairs as debtor and debtor in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 2. No committee has been appointed in this case. 3. This Court has jurisdiction over this Application pursuant to 28 U.S.C This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C and The statutory predicates for the relief sought herein are 105(a), 327(a), 328(a) and 1107 of the Bankruptcy Code and Rule 2014 of the Bankruptcy Rules. EMPLOYMENT OF BATUTA ADVISORS, LLC 4. Effective January 19, 2016, Batuta was engaged to provide financial advisory and investment banking services to the Debtor, at the direction and under the supervision of Hogan Lovells US LLP ( Hogan Lovells ). On January 28, 2016, the Debtor filed the Debtor s Application, Pursuant To 11 U.S.C. 327(a) And 328(a), Fed. R. Bankr. P. 2014(a) And 2016(b), And Del. Bankr. L.R And (h), For Authorization To Employ Batuta Advisors LLC As Financial Advisor To The Debtor, Nunc Pro Tunc To January 19, 2016 (D.I. 97) (the Retention Application ). 5. On February 12, 2016, the Court granted the Retention Application pursuant to the Order, Pursuant To 11 U.S.C. 327(a) and 328(a), Fed. R. Bankr. P. 2014(a) And 2016(b), And Del. Bankr. L.R And (h), For Authorization To Employ Batuta Advisors LLC As Financial Advisor To The Debtor, Nunc Pro Tunc To January 19, 2016 (D.I. 173) (the Retention Order ). FEE PROCEDURES ORDER 6. On February 4, 2016, the Court entered the Interim Compensation Procedures Order, which sets forth the procedures for interim compensation and reimbursement 3

4 Case LSS Doc 617 Filed 06/27/16 Page 4 of 7 of expenses for all professionals in this case. 7. In particular, the Interim Compensation Procedures Order provides that a Professional may file and serve a Monthly Fee Application after the month for which compensation is sought, for interim approval and allowance of compensation for services rendered and reimbursement of expenses incurred during the previous month. Provided that there are no objections to the Monthly Fee Application filed within twenty-one (21) days after the service of the Monthly Fee Application, the Professional may file a certificate of no objection with the Court, after which the Debtor is authorized to pay such Professional 80% of the fees and 100% of the expenses requested in such Monthly Fee Application. If an objection is filed to the Monthly Fee Application, then the Debtors are authorized to pay 80% of the fees and 100% of the expenses not subject to an objection. RECORD KEEPING AND APPLICATIONS FOR COMPENSATION 8. Under the terms of the Retention Order, Batuta has been granted a waiver of the information requirements relating to compensation requests set forth in (i) Local Rule (d) and (ii) the Interim Compensation Procedures Order as requested in the Retention Application. Batuta is required to include in its fee applications (i) the amount of time spent each day by each timekeeper rendering services on behalf of the Debtor in one-half hour increments and (ii) reasonably detailed descriptions of the services rendered, including type of activity and subject matter thereof. 9. Batuta is required to comply with the requirements of the Interim Compensation Procedures Order and Local Rules (e) and (f) with respect to any expenses it incurs during the course of its engagement in this case. FEES AND CREDITING 10. The Debtor has agreed to pay Batuta according to the following hourly 4

5 Case LSS Doc 617 Filed 06/27/16 Page 5 of 7 rates for services rendered in connection with this assignment: o Managing Director $ o Director $ The Debtor shall be entitled to a credit against any Restructuring Fee that may be earned by Batuta as follows: (i) $125 for each billable hour of Managing Director time incurred by the Debtor and approved on an interim or final basis by the Court; and (ii) $50 for each billable hour of Director time incurred by the Debtor and approved on an interim or final basis by the Court. PROFESSIONAL SERVICES RENDERED 12. Batuta has summarized the tasks that it performed during the Application Period as set forth below. The summary is not intended to be a detailed description of the work performed, as those day-to-day services and the time expended in performing such services are fully set forth in the Time Sheets, attached hereto and made a part hereof as Exhibit A. Rather, the summary is merely a guideline offered to the Court and other interested parties with respect to the services performed by Batuta during the Application Period. 13. During the Application Period, Batuta s services to the Debtor included but were not limited to the following: a. Reviewing the Debtor s historical and financial information relating to the Debtor s businesses and operations; b. Reviewing the Debtor s business plan and prospects; c. Performing a valuation of the Debtor and analyzing issues and assumptions relating to other such valuations; d. Analyzing potential recoveries to the various creditor classes and interests; e. Assisting the Debtor to formulate and evaluate potential plans of reorganization and settlements; 5

6 Case LSS Doc 617 Filed 06/27/16 Page 6 of 7 Application Period were: f. Assisting the Debtor to identify and evaluate potential providers of exit financing for a bankruptcy plan and the terms of any proposed financing; g. Testifying in connection with contested matters during the bankruptcy proceedings; and h. Rendering such other general business consulting or such other assistance as Debtor s management or counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. 14. The Batuta professionals that provided services to the Debtor during the a. Alexandre Zyngier Managing Director b. Andrew Peranick - Director c. Richard Sosa - Director COMPENSATION AND EXPENSE REIMBURSEMENT 15. Batuta submits this Application (a) for allowance of reasonable compensation for the actual, reasonable, and necessary professional services that it rendered as financial advisor for the Debtor for the period from May 1, 2016, through and including May 31, 2016, and (b) for reimbursement of actual, reasonable, and necessary expenses incurred representing the Debtor during that same period. 16. During the period covered by this Application, Batuta incurred actual, reasonable, and necessary fees in the amount of $70, For the same period, Batuta incurred actual, reasonable, and necessary expenses totaling $ As of the date of this Application, Batuta has received no payment for the fees and expenses requested herein. 17. The total expenses incurred by Batuta during the Application Period include conference call charges, overnight delivery, travel expenses, meals, postage, duplicating, and financial research charges, all of which Batuta normally bills to its clients at 6

7 Case LSS Doc 617 Filed 06/27/16 Page 7 of 7 rates calculated to compensate Batuta for only the actual cost of the expense. Exhibit A hereto contains a breakdown of disbursements incurred by Batuta during the Application Period. 18. Batuta has made every effort to minimize its disbursements during the Application Period. The expenses incurred in the rendition of professional services were necessary, reasonable, and justified under the circumstances to serve the needs of the Debtor and its constituencies. 19. Batuta believes that this Application, together with the attachments hereto, substantially complies in all material respects with all relevant rules and guidelines. WHEREFORE, Batuta respectfully requests that this Court: (a) allow Batuta (i) interim compensation in the amount of $70, for actual, reasonable, and necessary professional services rendered on behalf of the Debtor during the period May 1, 2016 through and including May 31, 2016, and (ii) interim reimbursement in the amount of for actual, reasonable, and necessary expenses incurred during the same period; (b) authorize and direct the Debtor to pay to Batuta the amount of $56, which is equal to the sum of 80% of Batuta s allowed interim compensation for the period ($56,300.00) and 100% of Batuta s allowed expense reimbursement for the period ($474.89); and (c) grant such other and further relief as is just and proper. Respectfully submitted, Dated: June 27, 2016 BATUTA CAPITAL ADVISORS LLC By: /s/ Alexandre Zyngier 7

8 Case LSS Doc Filed 06/27/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re KaloBios Pharmaceuticals, Inc., Debtor. 1 Chapter 11 Case No (LSS) Objection Deadline: July 18, 2016, at 4:00 p.m. (ET) NOTICE OF FOURTH MONTHLY APPLICATION OF BATUTA CAPITAL ADVISORS LLC, AS FINANCIAL ADVISOR TO THE DEBTOR, FOR ALLOWANCE OF INTERIM COMPENSATION AND FOR INTERIM REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED FOR THE PERIOD MAY 1, 2016, THROUGH MAY 31, 2016 PLEASE TAKE NOTICE that on June 27, 2016, Morris, Nichols, Arsht & Tunnell LLP as counsel to the Debtor in the above-captioned case, filed the attached Fourth Monthly Application Of Batuta Capital Advisors LLC, As Financial Advisor To The Debtor, For Allowance Of Interim Compensation And For Interim Reimbursement Of All Actual And Necessary Expenses Incurred For The Period May 1, 2016, Through May 31, 2016 (the Application ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application, must be: (a) filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3 rd Floor, Wilmington, Delaware 19801, by July 18, 2016 at 4:00 p.m. (Eastern Time) (the Objection Deadline ); and (b) served so as to be received on or before the Objection Deadline by: i. the Debtor: KaloBios Pharmaceuticals, Inc., 1000 Marina Blvd, #250, Brisbane, CA , (Attn: Dean Witter III); ii. counsel to the Debtor: Hogan Lovells US LLP, 875 Third Avenue, New York, NY 10022, (Attn: John D. Beck, Esq.); and Morris, Nichols, Arsht & Tunnell LLP, 1201 N. Market Street, 16 th Floor, Wilmington, DE (Attn: Matthew B. Harvey, Esq.); and iii. the Office of the United States Trustee: J. Caleb Boggs Federal Building, Room 2207, 844 N. King Street, Wilmington, DE 19801, (Attn: Mark S. Kenney, Esq.). A HEARING ON THE APPLICATION, IF NECESSARY, WILL BE HELD AT THE CONVENIENCE OF THE COURT AND NOTICE OF ANY SUCH HEARING WILL BE GIVEN ONLY TO THE OBJECTING PARTY OR PARTIES. 1 The last four digits of the Debtor s federal tax identification number are The Debtor s address is 1000 Marina Blvd, #250, Brisbane, CA

9 Case LSS Doc Filed 06/27/16 Page 2 of 2 IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: June 27, 2016 Wilmington, Delaware MORRIS, NICHOLS, ARSHT & TUNNELL LLP /s/ Marcy J. McLaughlin Eric D. Schwartz (No. 3134) Gregory W. Werkheiser (No. 3553) Matthew B. Harvey (No. 5186) Marcy J. McLaughlin (No. 6184) 1201 N. Market St., 16th Floor PO Box 1347 Wilmington, DE Telephone: (302) Facsimile: (302) eschwartz@mnat.com gwerkheiser@mnat.com mharvey@mnat.com mmclaughlin@mnat.com and Peter Ivanick, Esq. Lynn W. Holbert, Esq. John D. Beck, Esq. HOGAN LOVELLS US LLP 875 Third Avenue New York, NY Telephone: (212) Facsimile: (212) peter.ivanick@hoganlovells.com lynn.holbert@hoganlovells.com john.beck@hoganlovells.com

10 Case LSS Doc Filed 06/27/16 Page 1 of 5 EXHIBIT A TIME AND EXPENSE DETAIL

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