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2/20/2024 4:26 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Ricky Brashear DEPUTY
CAUSE No. DC-23-15752
TEXAS CAPITAL BANK, IN THE DISTRICT COURT OF
Plaintiff,
Vv. DALLAS COUNTY, TEXAS
BRANDON T. STEELE AND. >
BTS ENTERPRISES, INC.
Defendants. 1918" JUDICIAL DISTRICT
APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES
TO THE HONORABLE JUDGE OF SAID COURT:
NOW COMES, Richard E. Brophy, Jr., as receiver (“Receiver”), and files this application of
Receiver for payment of fees and expenses pursuant to the Agreed Order Appointing Receiver (the
“Order”) signed by the Court on December 20, 2023 in the above-reference cause and would
respectfully show the Court as follows:
I
INTRODUCTION
1 Pursuant to the Order, Receiver is entitled to be paid a reasonable compensation for
his services as Receiver and to obtain reimbursement and/or payment of expenses and shall file
applications with the Court at least quarterly describing his services provided in his capacity as Receiver
and the expenses he has incurred and seeking the Court's approval to obtain payment of his reasonable
and necessary fees and expenses, including costs of professionals, from the Receivership Estate (as
defined in the Order).
2. Pursuant to the Order, if the Receivership Estate (as defined in the Order) lacks the
funds necessary to pay the amounts to be paid to the Receiver, upon approval of the Coutt, Texas
Capital Bank shall pay those amounts, and any such amounts paid by Texas Capital Bank shall be
APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Page 1 of5
Texas Capital Bank, v. Brandon T. Steele and BIS Enterprises, Inc.
added to the amount due under the Judgment (as defined in the Order) and treated as expenses of the
teceivership.
Il.
FEES OF RECEIVER
3 ‘The compensation owed for the services of Receiver, in his capacity as receiver, since
the date of the Order through January 31, 2024 include the following fees:
Hours Fees Billed
97.50 $65,812.50
A summary description of such services of Receiver is as follows: Receiver has worked on evaluating
potential sale scenarios and issues to consider in determining the method and approach to sell the SBI
Stock; Receiver has had multiple communications with the parties and/or their respective legal counsel
related to the receivership, as well as potential investment banking firms and individuals or entities
related to the sale of the SBI Stock; Receiver has requested certain book and records of SBI and ASB
from the parties and has filed a notice of subpoena and request for documents to SBI and ASB;
Receiver has worked on other matters related to the receivership.
Til.
EXPENSES OF RECEIVER
4. Since the date of the Order through January 31, 2024, Receiver has incurred the
following attorneys’ fees and expenses from the law firm Beard Kultgen Brophy Bostwick & Dickson,
PLLC:
Professional Servies:
Timekeeper Houts Fees Billed
Rick Bostwick 3.25 $1,901.25
Matt Czimskey 30.50 14,792.50
Jake Dickson 1.25 481.25
Lauren Dickson 4.35 1,674.75
Mark Firmin 15.25 7,015.00
Sam Hays 46.75 22,673.75
Satah Rowell 0.20 24.00
Total 101.55 $48,562.50
APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Page 2 of5
Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Ine.
Expenses:
Description Expenses Billed
Filing fee expense for oath of receiver $9.25
Photocopying expense 1.10
Filing fee for notice of posting of cash bond 4.25
Filing fee for cash bond fee letter 9.25
Search fee with Texas Secretary of State 2.00
Filing fee for notice of subpoena 4.25
FedEx delivery expense 25.80
Filing fee for report of receiver 4.25
Photo copying expense 0.10
Online research 18.75
Total $79.00
A summary description of such attorneys’ fees from Beard Kultgen Brophy Bostwick & Dickson,
PLLC is as follows: attorneys Sam Hays, Matt Czimskey, Mark Firmin, Jake Dickson, Rick Bostwick
and/or Lauren Dickson have assisted Receiver on evaluating potential sale scenarios and issues to
consider in determining the method and approach to sell the SBI Stock; Mr. Hays, Mr. Czimskey, Mr.
Firmin, Mr. Dickson, Mr. Bostwick and/or Ms. Dickson have participated in multiple
communications with the parties and/or their respective legal counsel related to the receivership, as
well as potential investment banking firms and individuals or entities related to the sale of the SBI
Stock; Mr. Hays, Mr. Czimskey, Mr. Firmin, Mr. Dickson, Mr. Bostwick and/or Ms. Dickson have
conducted legal research and drafted pleadings and generally assisted Receiver in requesting certain
book and records of SBI and ASB from the parties and filing a notice of subpoena and request for
documents to SBI and ASB; Mr. Hays, Mr. Czimskey, Mr. Firmin, Mr. Dickson, Mr. Bostwick and/or
Ms. Dickson have assisted Receiver on other matters related to the receivership.
5 Except as set forth above, no other expenses have been paid and/or incurred by
Receiver since the date of the Order.
APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Page 3 of 5
Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc.
Iv.
PRAYER
6 Because the Receivership Estate (as defined in the Order), as of the date of this filing,
lacks the funds! necessary to pay the amounts to be paid to the Receiver, Receiver requests that the
Court approve that Texas Capital Bank pay those amounts, and that such amounts paid by Texas
Capital Bank be added to the amount due under the Judgment (as defined in the Order) and treated
as expenses of the receivership. Receiver has conferred with Texas Capital Bank regarding this
application, and Texas Capital Bank approves the fees and expenses and consents to the requested
payments.
Respectfully submitted,
BEARD KULTGEN BROPHY
BOSTWICK & DICKSON, PLLC
ST
Mm lake T=
Mark E. Firmin
State Bar No. 24099614
Sam Hays
State Bar No. 24074380
220 South Fourth Street
Waco, Texas 76701
(254) 776-5500- Telephone
(254) 776-3591 — Fax
firmin@thetexasfirm.com
hays@thetexasfirm.com
ATTORNEYS FOR RECEIVER
1 As of the date of this filing, no funds are part of the Receivership Estate (as defined in the Order).
APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Page 4 of 5
Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc.
CERTIFICATE OF SERVICE
Thereby certify that on February 20, 2024, a copy of the foregoing document was served on
all counsel of record in the above-styled and numbered cause using the Court’s electronic filing system,
email, fax, or any method permitted and in accordance with Tex. R. Civ. P. 21a.
—————__
Lov
Wr. La
Mark E, Firmin
APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Page 5 of5
Teocas Capital Bank v, Brandon T. Steele and BYS Enterprises, Inc.
VERIFICATION
STATE OF TEXAS §
COUNTY OF MCLENNAN §
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Richard E. Brophy, Jr., as court-appointed Receiver in the above entitled and numbered cause,
who, being by me duly sworn, on his oath deposed and said that he has read the above and
foregoing Application of Receiver for Payment of Fees and Expenses and that the statements
contained in the Application of Receiver for Payment of Fees and Expenses are within his
personal knowledge and, to the best of his knowledge, true and correct.
ly
Richard E. BrophyJr., Receiver
SUBSCRIBED AND SWORN TO BEFORE ME on this the 20 day of February,
2024, to certify which witness my hand and official seal.
e
Notary Public in and for the of Texas
MELISSA PEREZ
My Notary ID # 130731733
Expires July 8, 2024
Automated Certificate of eService
This automated certificate of service was created by the efiling system.
The filer served this document via email generated by the efiling system
on the date and to the persons listed below. The rules governing
certificates of service have not changed. Filers must still provide a
certificate of service that complies with all applicable rules.
Melissa Perez on behalf of Mark Firmin
Bar No. 24099614
perez@ thetexasfirm.com
Envelope ID: 84709507
Filing Code Description: Miscellanous Event
Filing Description: APPLICATION OF RECEIVER FOR PAYMENT OF
FEES AND EXPENSES
Status as of 2/22/2024 9:28 AM CST
Case Contacts
Name BarNumber | Email TimestampSubmitted Status
Richard EBrophyJ r. brophy@ thetexasfirm.com 2/20/2024 4:26:56 PM SENT
Robert Florance 24087520 rflorance@ popehardwicke.com 2/20/2024 4:26:56 PM SENT
Melissa Perez Perez@ thetexasfirm.com 2/20/2024 4:26:56 PM SENT
Mazin S baiti mas@ sbaitilaw.com 2/20/2024 4:26:56 PM SENT
Kim
J ames krj@ sbaitilaw.com 2/20/2024 4:26:56 PM SENT
Mark Firmin firmin@ thetexasfirm.com 2/20/2024 4:26:56 PM SENT
Austin Krist akrist@ clevelandkrist.com 2/20/2024 4:26:56 PM SENT
Tim Cleveland tcleveland@ clevelandkrist.com 2/20/2024 4:26:56 PM SENT
Melissa Pittmon mgp@ sbaitilaw.com 2/20/2024 4:26:56 PM SENT
Sam Hays hays@ thetexasfirm.com 2/20/2024 4:26:56 PM SENT
Milly Douglas mdouglas@ popehardwicke.com 2/20/2024 4:26:56 PM SENT
Zebbe Dee AnnHernandez zhernandez@ bustoslawfirm.com 2/20/2024 4:26:56 PM SENT
Brooke Hoover hoover@ thetexasfirm.com 2/20/2024 4:26:56 PM SENT
James W.Bowen jbowen@ huntonak.com 2/20/2024 4:26:56 PM SENT
Associated Case Party: TEXAS CAPITAL BANK
Name BarNumber | Email TimestampS ubmitted Status
J ordan Leu jleu@ velaw.com 2/20/2024 4:26:56 PM SENT
Matthew W.Moran mmoran@ velaw.com 2/20/2024 4:26:56 PM SENT
Manuel GBerrelez mberrelez@ velaw.com 2/20/2024 4:26:56 PM SENT
Dana Tucker dtucker@ velaw.com 2/20/2024 4:26:56 PM SENT
Automated Certificate of eService
This automated certificate of service was created by the efiling system.
The filer served this document via email generated by the efiling system
on the date and to the persons listed below. The rules governing
certificates of service have not changed. Filers must still provide a
certificate of service that complies with all applicable rules.
Melissa Perez on behalf of Mark Firmin
Bar No. 24099614
perez@ thetexasfirm.com
Envelope ID: 84709507
Filing Code Description: Miscellanous Event
Filing Description: APPLICATION OF RECEIVER FOR PAYMENT OF
FEES AND EXPENSES
Status as of 2/22/2024 9:28 AM CST
Associated Case Party: TEXAS CAPITAL BANK
Dana Tucker dtucker@ velaw.com 2/20/2024 4:26:56 PM SENT
Patricia Griffin pgriffin@ velaw.com 2/20/2024 4:26:56 PM SENT
Vicki Martin vmartin@ velaw.com 2/20/2024 4:26:56 PM SENT
Megan Cloud mcloud@ velaw.com 2/20/2024 4:26:56 PM SENT
Associated Case Party: BRANDONT.STEELE
Name BarNumber | Email TimestampS ubmitted Status
Andrew B.Ryan andy@ ryanlawpartners.com 2/20/2024 4:26:56 PM SENT
Associated Case Party: BrandonT.Steele
Name BarNumber | Email TimestampS ubmitted Status
Andrew B.Ryan andy@ ryanlawpartners.com 2/20/2024 4:26:56 PM SENT
Preview
l 2/20/2024 4:26 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Ricky Brashear DEPUTY CAUSE No. DC-23-15752 TEXAS CAPITAL BANK, IN THE DISTRICT COURT OF Plaintiff, Vv. DALLAS COUNTY, TEXAS BRANDON T. STEELE AND. > BTS ENTERPRISES, INC. Defendants. 1918" JUDICIAL DISTRICT APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES TO THE HONORABLE JUDGE OF SAID COURT: NOW COMES, Richard E. Brophy, Jr., as receiver (“Receiver”), and files this application of Receiver for payment of fees and expenses pursuant to the Agreed Order Appointing Receiver (the “Order”) signed by the Court on December 20, 2023 in the above-reference cause and would respectfully show the Court as follows: I INTRODUCTION 1 Pursuant to the Order, Receiver is entitled to be paid a reasonable compensation for his services as Receiver and to obtain reimbursement and/or payment of expenses and shall file applications with the Court at least quarterly describing his services provided in his capacity as Receiver and the expenses he has incurred and seeking the Court's approval to obtain payment of his reasonable and necessary fees and expenses, including costs of professionals, from the Receivership Estate (as defined in the Order). 2. Pursuant to the Order, if the Receivership Estate (as defined in the Order) lacks the funds necessary to pay the amounts to be paid to the Receiver, upon approval of the Coutt, Texas Capital Bank shall pay those amounts, and any such amounts paid by Texas Capital Bank shall be APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Page 1 of5 Texas Capital Bank, v. Brandon T. Steele and BIS Enterprises, Inc. added to the amount due under the Judgment (as defined in the Order) and treated as expenses of the teceivership. Il. FEES OF RECEIVER 3 ‘The compensation owed for the services of Receiver, in his capacity as receiver, since the date of the Order through January 31, 2024 include the following fees: Hours Fees Billed 97.50 $65,812.50 A summary description of such services of Receiver is as follows: Receiver has worked on evaluating potential sale scenarios and issues to consider in determining the method and approach to sell the SBI Stock; Receiver has had multiple communications with the parties and/or their respective legal counsel related to the receivership, as well as potential investment banking firms and individuals or entities related to the sale of the SBI Stock; Receiver has requested certain book and records of SBI and ASB from the parties and has filed a notice of subpoena and request for documents to SBI and ASB; Receiver has worked on other matters related to the receivership. Til. EXPENSES OF RECEIVER 4. Since the date of the Order through January 31, 2024, Receiver has incurred the following attorneys’ fees and expenses from the law firm Beard Kultgen Brophy Bostwick & Dickson, PLLC: Professional Servies: Timekeeper Houts Fees Billed Rick Bostwick 3.25 $1,901.25 Matt Czimskey 30.50 14,792.50 Jake Dickson 1.25 481.25 Lauren Dickson 4.35 1,674.75 Mark Firmin 15.25 7,015.00 Sam Hays 46.75 22,673.75 Satah Rowell 0.20 24.00 Total 101.55 $48,562.50 APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Page 2 of5 Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Ine. Expenses: Description Expenses Billed Filing fee expense for oath of receiver $9.25 Photocopying expense 1.10 Filing fee for notice of posting of cash bond 4.25 Filing fee for cash bond fee letter 9.25 Search fee with Texas Secretary of State 2.00 Filing fee for notice of subpoena 4.25 FedEx delivery expense 25.80 Filing fee for report of receiver 4.25 Photo copying expense 0.10 Online research 18.75 Total $79.00 A summary description of such attorneys’ fees from Beard Kultgen Brophy Bostwick & Dickson, PLLC is as follows: attorneys Sam Hays, Matt Czimskey, Mark Firmin, Jake Dickson, Rick Bostwick and/or Lauren Dickson have assisted Receiver on evaluating potential sale scenarios and issues to consider in determining the method and approach to sell the SBI Stock; Mr. Hays, Mr. Czimskey, Mr. Firmin, Mr. Dickson, Mr. Bostwick and/or Ms. Dickson have participated in multiple communications with the parties and/or their respective legal counsel related to the receivership, as well as potential investment banking firms and individuals or entities related to the sale of the SBI Stock; Mr. Hays, Mr. Czimskey, Mr. Firmin, Mr. Dickson, Mr. Bostwick and/or Ms. Dickson have conducted legal research and drafted pleadings and generally assisted Receiver in requesting certain book and records of SBI and ASB from the parties and filing a notice of subpoena and request for documents to SBI and ASB; Mr. Hays, Mr. Czimskey, Mr. Firmin, Mr. Dickson, Mr. Bostwick and/or Ms. Dickson have assisted Receiver on other matters related to the receivership. 5 Except as set forth above, no other expenses have been paid and/or incurred by Receiver since the date of the Order. APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Page 3 of 5 Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc. Iv. PRAYER 6 Because the Receivership Estate (as defined in the Order), as of the date of this filing, lacks the funds! necessary to pay the amounts to be paid to the Receiver, Receiver requests that the Court approve that Texas Capital Bank pay those amounts, and that such amounts paid by Texas Capital Bank be added to the amount due under the Judgment (as defined in the Order) and treated as expenses of the receivership. Receiver has conferred with Texas Capital Bank regarding this application, and Texas Capital Bank approves the fees and expenses and consents to the requested payments. Respectfully submitted, BEARD KULTGEN BROPHY BOSTWICK & DICKSON, PLLC ST Mm lake T= Mark E. Firmin State Bar No. 24099614 Sam Hays State Bar No. 24074380 220 South Fourth Street Waco, Texas 76701 (254) 776-5500- Telephone (254) 776-3591 — Fax firmin@thetexasfirm.com hays@thetexasfirm.com ATTORNEYS FOR RECEIVER 1 As of the date of this filing, no funds are part of the Receivership Estate (as defined in the Order). APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Page 4 of 5 Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc. CERTIFICATE OF SERVICE Thereby certify that on February 20, 2024, a copy of the foregoing document was served on all counsel of record in the above-styled and numbered cause using the Court’s electronic filing system, email, fax, or any method permitted and in accordance with Tex. R. Civ. P. 21a. —————__ Lov Wr. La Mark E, Firmin APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Page 5 of5 Teocas Capital Bank v, Brandon T. Steele and BYS Enterprises, Inc. VERIFICATION STATE OF TEXAS § COUNTY OF MCLENNAN § BEFORE ME, the undersigned Notary Public, on this day personally appeared Richard E. Brophy, Jr., as court-appointed Receiver in the above entitled and numbered cause, who, being by me duly sworn, on his oath deposed and said that he has read the above and foregoing Application of Receiver for Payment of Fees and Expenses and that the statements contained in the Application of Receiver for Payment of Fees and Expenses are within his personal knowledge and, to the best of his knowledge, true and correct. ly Richard E. BrophyJr., Receiver SUBSCRIBED AND SWORN TO BEFORE ME on this the 20 day of February, 2024, to certify which witness my hand and official seal. e Notary Public in and for the of Texas MELISSA PEREZ My Notary ID # 130731733 Expires July 8, 2024 Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Melissa Perez on behalf of Mark Firmin Bar No. 24099614 perez@ thetexasfirm.com Envelope ID: 84709507 Filing Code Description: Miscellanous Event Filing Description: APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Status as of 2/22/2024 9:28 AM CST Case Contacts Name BarNumber | Email TimestampSubmitted Status Richard EBrophyJ r. brophy@ thetexasfirm.com 2/20/2024 4:26:56 PM SENT Robert Florance 24087520 rflorance@ popehardwicke.com 2/20/2024 4:26:56 PM SENT Melissa Perez Perez@ thetexasfirm.com 2/20/2024 4:26:56 PM SENT Mazin S baiti mas@ sbaitilaw.com 2/20/2024 4:26:56 PM SENT Kim J ames krj@ sbaitilaw.com 2/20/2024 4:26:56 PM SENT Mark Firmin firmin@ thetexasfirm.com 2/20/2024 4:26:56 PM SENT Austin Krist akrist@ clevelandkrist.com 2/20/2024 4:26:56 PM SENT Tim Cleveland tcleveland@ clevelandkrist.com 2/20/2024 4:26:56 PM SENT Melissa Pittmon mgp@ sbaitilaw.com 2/20/2024 4:26:56 PM SENT Sam Hays hays@ thetexasfirm.com 2/20/2024 4:26:56 PM SENT Milly Douglas mdouglas@ popehardwicke.com 2/20/2024 4:26:56 PM SENT Zebbe Dee AnnHernandez zhernandez@ bustoslawfirm.com 2/20/2024 4:26:56 PM SENT Brooke Hoover hoover@ thetexasfirm.com 2/20/2024 4:26:56 PM SENT James W.Bowen jbowen@ huntonak.com 2/20/2024 4:26:56 PM SENT Associated Case Party: TEXAS CAPITAL BANK Name BarNumber | Email TimestampS ubmitted Status J ordan Leu jleu@ velaw.com 2/20/2024 4:26:56 PM SENT Matthew W.Moran mmoran@ velaw.com 2/20/2024 4:26:56 PM SENT Manuel GBerrelez mberrelez@ velaw.com 2/20/2024 4:26:56 PM SENT Dana Tucker dtucker@ velaw.com 2/20/2024 4:26:56 PM SENT Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Melissa Perez on behalf of Mark Firmin Bar No. 24099614 perez@ thetexasfirm.com Envelope ID: 84709507 Filing Code Description: Miscellanous Event Filing Description: APPLICATION OF RECEIVER FOR PAYMENT OF FEES AND EXPENSES Status as of 2/22/2024 9:28 AM CST Associated Case Party: TEXAS CAPITAL BANK Dana Tucker dtucker@ velaw.com 2/20/2024 4:26:56 PM SENT Patricia Griffin pgriffin@ velaw.com 2/20/2024 4:26:56 PM SENT Vicki Martin vmartin@ velaw.com 2/20/2024 4:26:56 PM SENT Megan Cloud mcloud@ velaw.com 2/20/2024 4:26:56 PM SENT Associated Case Party: BRANDONT.STEELE Name BarNumber | Email TimestampS ubmitted Status Andrew B.Ryan andy@ ryanlawpartners.com 2/20/2024 4:26:56 PM SENT Associated Case Party: BrandonT.Steele Name BarNumber | Email TimestampS ubmitted Status Andrew B.Ryan andy@ ryanlawpartners.com 2/20/2024 4:26:56 PM SENT