Case KG Doc 553 Filed 09/17/18 Page 1 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 553 Filed 09/17/18 Page 1 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 PES HOLDINGS, LLC, et al., 1 Case No (KG Debtors. (Jointly Administered FIRST INTERIM AND FINAL APPLICATION OF BIELLI & KLAUDER, LLC, COUNSEL FOR DEBTOR NORTH YARD GP, LLC, FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FEBRUARY 2, 2018 THROUGH AND INCLUDING APRIL 2, 2018 Bielli & Klauder, LLC ( BK, attorneys for debtor and debtor in possession North Yard GP, LLC, (the Debtor, at the direction of the Special Committee of the Board of Managers of North Yard GP, LLC (the Special Committee, hereby submits this application (the Final Fee Application, pursuant to section 330 of title 11 of the United States Code (the Bankruptcy Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, Rules and of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Bankruptcy Rules, the Order (I Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II Granting Related Relief [ECF No. 216] (the Interim Compensation Order, and the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 for Attorneys in Large Chapter 11 Cases, effective November 1, 2013 (the UST Guidelines, for the allowance and award of final compensation for 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: PES Holdings, LLC (8157; North Yard Financing, LLC (6284; North Yard GP, LLC (5458; North Yard Logistics, L.P. (5952; PES Administrative Services, LLC (3022; PES Logistics GP, LLC (9202; PES Logistics Partners, L.P. (1288; PESRM Holdings, LLC (2107; and Philadelphia Energy Solutions Refining and Marketing LLC (9574. The debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania

2 Case KG Doc 553 Filed 09/17/18 Page 2 of 16 professional services provided in the amount of $5, and reimbursement of actual and necessary expenses in the amount of $37.35 that BK incurred during the period commencing February 2, 2018 through and including April 2, 2018 (the Fee Period. In support of the Final Fee Application, BK submits the declaration of David M. Klauder, which is attached hereto as Exhibit A and incorporated herein by reference. In further support of this Final Fee Application, BK respectfully represents as follows: Jurisdiction 1. The Court has jurisdiction over the Final Fee Application pursuant to 28 U.S.C. 157 and This is a core proceeding within the meaning of 28 U.S.C. 157(b. 2. Venue is proper pursuant to 28 U.S.C and The bases for the relief requested herein is section 330 of the Bankruptcy Code, Bankruptcy Rule 2016, Local Bankruptcy Rules and , the Order Authorizing the Retention and Employment of Bielli & Klauder, LLC as Co-Counsel for Debtor and Debtor in Possession North Yard GP, LLC, Effective Nunc Pro Tunc to February 2, 2018 [Docket No. 190] (the Retention Order, and the Interim Compensation Order. Background of the Debtor s Chapter 11 Case 4. On January 21, 2018 (the Petition Date, the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. A description of the Debtor s business, the reasons for commencing the chapter 11 case, and the relief sought from the Court to allow for a smooth transition into chapter 11 are set forth in the Declaration of Gregory Gatta, Chief Executive Officer of PES Holdings, LLC, in Support of Chapter 11 Petitions and First Day Motions, filed on January 22, 2018 [Docket No. 16]. 5. On January 23, 2018, the Court entered an order [Docket No. 76] authorizing the joint administration and procedural consolidation of the debtors chapter 11 cases pursuant to 2

3 Case KG Doc 553 Filed 09/17/18 Page 3 of 16 Bankruptcy Rule 1015(b. No entity requested the appointment of a trustee or examiner in the debtors chapter 11 cases. 6. On February 26, 2018, the Court entered the Interim Compensation Order, which sets forth the procedures for interim compensation and reimbursement of expenses for all professionals in the debtors cases. 7. On April 2, 2018, the Court entered the Order (Corrected Approving the Debtors Disclosure Statement for and Confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates [Docket No. 357], pursuant to which the Court approved and confirmed the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates, dated August 23, 2016 [Docket No. 286], as it applies to the debtors identified therein, and which went effective on August 7, 2018 [Docket No. 521]. Procedural Background for the Final Fee Application A. The Debtor s Retention of BK 8. On February 22, 2018, the Court entered the Retention Order. The Retention Order authorizes the Debtor to compensate and reimburse BK in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Interim Compensation Order. The Retention Order also authorizes the Debtor to compensate BK at BK s hourly rates charged for services of this type and to reimburse BK for BK s actual and necessary out-of-pocket expenses incurred, subject to application to this Court. The particular terms of BK s engagement are detailed in the engagement letter by and between BK and the Debtor, effective as of February 2, 2018, and attached as Exhibit 1 to Exhibit A in the Application of Debtor North Yard GP, LLC, for Entry of an Order Authorizing the Retention and Employment of Bielli & Klauder as Attorneys for 3

4 Case KG Doc 553 Filed 09/17/18 Page 4 of 16 Debtor and Debtor in Possession North yard GD, LLC, Effective Nunc Pro Tunc to February 2, 2018 (the Retention Application [Docket No. 143]. 9. The Retention Order authorizes BK to provide the following services: (a advising the Special Committee with respect to investigating and determining whether any matter arising in or related to the debtors chapter 11 cases constitutes a Conflict Matter; (b conducting investigations and analyses related to Conflict Matters necessary or desirable in order to fully advise the Special Committee with regard to such Conflict Matters; (c taking any and all actions to negotiate, resolve and implement the decisions and actions of the Special Committee with respect to Conflict Matters, which may include, but are not limited to: i. fact investigations; ii. legal research; iii. briefing; iv. argument; v. discovery; and vi. negotiation regarding proposed settlements of Conflict Matters, motions and orders regarding Conflict Matters and the terms of the reorganization and related plan of reorganization and disclosure statement solely with respect to the terms of any such reorganization or related plan of reorganization or disclosure statement that constitute Conflict Matters; (d appearing before the Court and any appellate courts to represent the interests of the Debtor s estate with respect to Conflict Matters; (e communications and meetings with parties in interest in connection with the debtors chapter 11 cases and the foregoing; and (f performing all other necessary legal services for the Debtor, as related to Conflict Matters, in connection with the prosecution of the debtors chapter 11 cases. B. Disinterestedness of BK 10. To the best of the Debtor s knowledge and as disclosed in the Declaration of David 4

5 Case KG Doc 553 Filed 09/17/18 Page 5 of 16 M. Klauder in Support of Application of Debtor North Yard GP, LLC, for Entry of an Order Authorizing the Retention and Employment of Bielli & Klauder, LLC as Attorneys for Debtor and Debtor in Possession North Yard GP, LLC, Effective Nunc Pro Tunc to February 2, 2018 [ECF No ], attached as Exhibit B to the Retention Application (the Klauder Declaration, (a BK is a disinterested person within the meaning of section 101(14 of the Bankruptcy Code, as required by section 327(a of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtor s estate and (b BK has no connection to the Debtor, its creditors, or other parties in interest, except as may be disclosed in the BK Declaration. 11. BK may have in the past represented, may currently represent, and likely in the future will represent parties in interest in connection with matters unrelated to the Debtor in these chapter 11 cases. In the Klauder Declaration, Bielli & Klauder disclosed its connections to parties in interest that it has been able to ascertain using its reasonable efforts. BK will update the Klauder Declaration, as appropriate, if BK becomes aware of relevant and material new information. 12. BK performed the services for which it is seeking compensation on behalf of the Debtor and its estate, and not on behalf of any committee, creditor, or other entity. 13. Except to the extent of the advance payments paid to BK that BK previously disclosed to this Court in the Klauder Declaration, BK has received no payment and no promises for payment from any source other than the Debtor for services provided or to be provided in any capacity whatsoever in connection with the debtors chapter 11 cases. 14. Pursuant to Bankruptcy Rule 2016(b, BK has not shared, nor has BK agreed to share, with another party or person other than with the partners, counsel, and associates of BK (a any compensation it has received or may receive or (b any compensation another person or party has received or may receive. 5

6 Case KG Doc 553 Filed 09/17/18 Page 6 of 16 C. Summary of Compliance with Interim Compensation Order 15. This Final Fee Application has been prepared in accordance with the Interim Compensation Order. 16. BK seeks interim and final compensation for professional services rendered to the Debtor during the Fee Period in the amount of $5, and reimbursement of actual and necessary expenses incurred in connection with providing such services in the amount of $ During the Fee Period, BK attorneys and paraprofessionals expended a total of 21.7 hours for which compensation is requested. 17. As of the date hereof, BK has received payments totaling $5, for the period under the Interim Compensation Order. In accordance with the Interim Compensation Order, BK has submitted monthly fee statements seeking payment of (a 80% of the fees incurred by the Debtor for reasonable and necessary professional services rendered by BK and (b 100% of the actual and necessary costs and expenses incurred by BK in connection with the services provided to the Debtor for each month. Accordingly, by this Fee Application, and to the extent such amounts have not been paid by the time of the hearing on this Fee Application, BK seeks payment of the remaining $585.30, which includes the 20% holdback during the Fee Period with respect to BK s fees for reasonable and necessary professional services on behalf of the Debtor. Relief Requested 18. By this Final Fee Application, BK respectfully requests that the Court approve on a final basis the allowance and award of compensation in the amount of $5, for professional services rendered by BK, as attorneys for North Yard GP, LLC, during the Fee Period, representing 2 BK received payments for 80% of fees and 100% of expenses for the time period from February 2, 2018 through April 30, This final fee application is for the time period of February 2, 2018 through April 2, 2018, the Confirmation Date. 6

7 Case KG Doc 553 Filed 09/17/18 Page 7 of hours in professional and paraprofessional time for such services, and reimbursement of actual and necessary expenses incurred by BK during the Fee Period of $5, BK seeks the final allowance of such fees and expenses, as well as this Court s authorization for payment of such amounts by North Yard GP, LLC, less any amounts paid to BK prior to North Yard GP, LLC s payment thereof. A. Customary Billing Disclosures Fees and Expenses Incurred During Fee Period 19. BK s hourly rates are set at a level designed to compensate BK fairly for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses. The hourly rates and corresponding rate structure utilized by BK in the debtors chapter 11 cases are equivalent to the hourly rates and corresponding rate structure used by BK for other restructuring matters, as well as similar complex corporate, securities, and litigation matters, whether in court or otherwise, regardless of whether a fee application is required. The rates and rate structure reflect that such restructuring and other complex matters typically are national in scope and typically involve great complexity, high stakes, and severe time pressures. For the convenience of the Court and all parties in interest, attached hereto as Exhibit B is a summary of blended hourly rates for timekeepers who billed to the Debtor during the Fee Period. B. Fees Incurred During Fee Period 20. In the ordinary course of BK s practice, BK maintains computerized records of the time expended to render the professional services required by the Debtor and its estate. For the convenience of the Court and all parties in interest, attached hereto as Exhibit C is a summary of fees incurred and hours expended during the Fee Period, setting forth the following information: The name of each attorney and paraprofessional for whose work on the debtors chapter 11 cases compensation is sought; 7

8 Case KG Doc 553 Filed 09/17/18 Page 8 of 16 each attorney s year of bar admission; the aggregate time expended and fees billed by each attorney and each paraprofessional during the Fee Period; the hourly billing rate for each attorney and each paraprofessional at BK s current billing rates; the hourly billing rate for each attorney and each paraprofessional as disclosed in beginning of the cases; the number of rate increases since the inception of the cases; and a calculation of total compensation requested using the rates disclosed in the Retention Application. C. Expenses Incurred During Fee Period 21. In the ordinary course of BK s practice, BK maintains a record of expenses incurred in the rendition of the professional services required by the Debtor and its estate and for which reimbursement is sought. 22. For the convenience of the Court and all parties in interest, attached hereto as Exhibit D is a summary of actual and necessary expenses for the Fee Period, setting forth the total amount of reimbursement sought with respect to each category of expenses for which BK is seeking reimbursement. Summary of Professional Services Rendered 23. As discussed above, during the Fee Period, BK provided important professional services to the Debtor with respect to the Conflict Matters in connection with the debtors chapter 11 cases. These services were necessary to address a multitude of critical issues in the debtors chapter 11 cases and typically faced by large corporate debtors in similar cases of this magnitude and complexity. 24. To provide a meaningful summary of BK s services provided on behalf of the Debtor and its estate, BK established, in accordance with its internal billing procedures, certain 8

9 Case KG Doc 553 Filed 09/17/18 Page 9 of 16 subject matter categories (each, a Matter Category in connection with the debtors chapter 11 cases. A schedule setting forth a description of the Matter Categories utilized in this case, the number of hours expended by BK partners, associates and paraprofessionals by matter, and the aggregate fees associated with each matter is attached hereto as Exhibit E. 25. In addition, BK s computerized records of time expended providing professional services to the Debtor and its estate plus BK s records of expenses incurred during the Fee Period in the rendition of professional services to the Debtor and its estate are attached as Exhibit F. 26. The paragraphs that follow provide brief summaries, by Matter Category, of the professional services provided by BK during the Fee period for which BK spent a substantial amount of time. This summary is organized in accordance with BK s internal system of matter numbers. The detailed descriptions demonstrate that BK was involved in performing services for the Debtor with respect to the Conflict Matters to meet the needs of the Debtor s estate in the debtors chapter 11 cases. for BK. (a BK Retention and Fee Applications Total Fees: $2, Total Hours: This Matter Category relates to preparation of employment and fee applications for others. (b Non-BK Retention and Fee Applications Total Fees: $1, Total Hours: This Matter Category related to preparation of employment and fee applications 9

10 Case KG Doc 553 Filed 09/17/18 Page 10 of 16 (c Plan and Disclosure Statement Total Fees: $ Total Hours: This Matter Category related to the formulation, presentation and confirmation; compliance with the plan confirmation order, related order and rules; disbursement and case closing activities, except those related to the allowance and objections to allowance. (d Case Administration Total Fees: $1, Total Hours: This Matter Category relates to coordination and compliance activities, including preparation of list of contracts; United States Trustee interim statements and operating reports; contacts with the United States Trustee; general creditor inquiries. (e Trial and Hearing Attendance Total Fees: $ Total Hours: This Matter Category relates to attendance at hearings and trial. Actual and Necessary Expenses Incurred by BK 32. As set forth in Exhibit F, and as summarized in Exhibit D, BK has incurred a total of $37.35 in expenses on behalf of the Debtor during the Fee Period. These charges are intended to reimburse BK s direct operating costs, which are not incorporated into the BK hourly billing rates. Reasonable and Necessary Services Provided by BK A. Reasonable and Necessary Fees Incurred in Providing Services to the Debtor 33. The foregoing professional services provided by BK with respect to the Conflict Matters on behalf of the Debtor during the Fee Period were reasonable, necessary and appropriate to the administration of the debtors chapter 11 cases and related matters. 10

11 Case KG Doc 553 Filed 09/17/18 Page 11 of The circumstances of the debtors chapter 11 cases required BK attorneys and paraprofessionals to perform services on behalf of the Debtor with respect to the Conflict Matters under tight time constraints. BK diligently rendered these services to meet such constraints, respond to inquiries from various parties in interest on a timely basis, and satisfy the demands of the Debtor s business and ensure the orderly administration of its case. B. Reasonable and Necessary Expenses Incurred in Providing Services to the Debtor 35. The actual expenses incurred in providing professional services were necessary, reasonable and justified under the circumstances to serve the needs of the Debtor in the debtors chapter 11 cases. BK s regular practice is not to include components for certain expenses charges in overhead when establishing billing rates, but rather to charge its clients for these and all other out-of-pocket disbursements incurred during the regular course of the rendition of legal services, so as not to impose any such charges on clients that do not require them. BK regularly reviews its bills to ensure that the Debtor is only billed for services that were actual and necessary and, where appropriate, prorates expenses. BK s Requested Compensation and Reimbursement Should be Allowed 36. Section 331 of the Bankruptcy Code provides for interim compensation of professionals and incorporates the substantive standards of section 330 of the Bankruptcy Code that govern the Court s award of such compensation. Section 330 of the Bankruptcy Code provides that a court may award a professional employed under section 327 of the Bankruptcy Code reasonable compensation for actual, necessary services rendered... and reimbursement for actual, necessary expenses. 11 U.S.C. 330(a(1. Section 330 also sets forth the criteria for the award of such compensation and reimbursement: 11

12 Case KG Doc 553 Filed 09/17/18 Page 12 of U.S.C. 330(a(3. In determining the amount of reasonable compensation to be awarded, the court should consider the nature, extent, and the value of such services, taking into account all relevant factors, including (a the time spent on such services; (b the rates charged for such services; (c whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; (d whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; and (e whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 37. In the instant case, BK respectfully submits that the services for which it seeks compensation and the expenditures for which it seeks reimbursement in this Final Fee Application were necessary for and beneficial to the Debtor and its estate and were rendered to protect and preserve the Debtor s estate. BK worked diligently to anticipate or respond to the Debtor s needs and assist in the Debtor s chapter 11 case. BK s services and expenditures were necessary to, and in the best interests of, the Debtor s estate and creditors. BK submits further that the services its professionals and paraprofessionals provided to the Debtor were performed economically, effectively and efficiently. The services provided by BK were consistently performed in a timely manner commensurate with the complexity, importance, novelty and nature of the issues involved. Accordingly, BK respectfully submits that the compensation requested herein is reasonable in light of the nature, extent and value of such services to the Debtor, its estate and all parties in interest. 12

13 Case KG Doc 553 Filed 09/17/18 Page 13 of During the course of the debtors chapter 11 cases, BK s hourly billing rates for attorneys ranged from $ to $ The hourly rates and corresponding rate structure utilized by BK in the debtors chapter 11 cases are equivalent to the hourly rates and corresponding rate structure used by BK for restructuring, workout, bankruptcy, insolvency and comparable matters, and similar complex corporate, securities and litigation matters, whether in court or otherwise, regardless of whether a fee application is required. BK strives to be efficient in the staffing of matters. These rates and the rate structure reflect that such matters are typically national in scope and involve great complexity, high stakes and severe time pressures all of which were present in the debtors chapter 11 cases. 39. Moreover, BK s hourly rates are set at a level designed to compensate BK fairly for the work of its attorneys and paraprofessionals and to cover certain fixed and routine overhead expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are consistent with the rates charged elsewhere. 40. In sum, BK respectfully submits that the professional services provided by BK on behalf of the Debtor and its estate during the debtors chapter 11 cases were necessary and appropriate given the complexity of the debtors chapter 11 cases, the time expended by BK, the nature and extent of BK s services provided, the value of BK s services, and the cost of comparable services outside of bankruptcy, all of which are relevant factors set forth in section 330 of the Bankruptcy Code. Accordingly, BK respectfully submits the approval of the compensation sought herein is warranted and should be approved. 13

14 Case KG Doc 553 Filed 09/17/18 Page 14 of 16 Notice 41. The Debtor has provided notice of this Final Fee Application to: (a all parties that have entered their appearance pursuant to Bankruptcy Rule 2002; (b all entities that comprise the Application Recipients, as defined in the Interim Compensation Order; and (c all entities with a particularized interest in the subject matter of the Final Fee Application. Pursuant to the Interim Compensation Order, any party, other than the Notice Parties, that wishes to object to the Final Fee Application, must file its objection with the Court, with a copy to Chambers and serve it on the affected professional and the Notice Parties so that it is actually received on or before October 8, 2018, at 4:00 p.m. prevailing Eastern time. No Prior Request 42. Other than requests for payment in accordance with the Interim Compensation Order through BK s prior interim fee applications, no prior request for the relief requested herein has been made to this or any other Court. WHEREFORE, BK respectfully requests that the Court enter an order: (i awarding BK final compensation in the amount of $5, for services rendered and $37.35 for reimbursement of actual and necessary expenses BK incurred during the Fee Period; (ii authorizing and directing the Debtor to remit payment to BK for such fees and expenses; (iii authorizing and directing the payment of any amounts previously approved by the Court as to which payment has been withheld; and (iv granting such other and further relief as the Court deems appropriate. 14

15 Case KG Doc 553 Filed 09/17/18 Page 15 of 16 Dated: September 17, 2018 Wilmington, Delaware /s/ David M. Klauder BIELLI & KLAUDER, LLC David M. Klauder (No N. King Street Wilmington, DE Telephone: ( Facsimile: ( and-- PROSKAUER ROSE LLP Mark K. Thomas (admitted pro hac vice 70 West Madison, Suite 3800 Chicago, Illinois Telephone: ( Facsimile: ( and - PROSKAUER ROSE LLP Peter J. Young (admitted pro hac vice 2049 Century Park East, Suite 3200 Los Angeles, California Telephone: ( Facsimile: ( pyoung@proskauer.com Co-Counsel for Debtor and Debtor in Possession North Yard GP, LL 15

16 Case KG Doc 553 Filed 09/17/18 Page 16 of 16 16

17 Case KG Doc Filed 09/17/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 PES HOLDINGS, LLC, et al., 1 Case No (KG Debtors. (Jointly Administered SUMMARY COVER SHEET TO FINAL APPLICATION OF BIELLI & KLAUDER, LLC, COUNSEL FOR DEBTOR NORTH YARD GP, LLC, FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FEBRUARY 2, 2018 THROUGH AND INCLUDING APRIL 2, 2018 Bielli & Klauder, LLC ( BK, attorneys for debtor and debtor in possession North Yard GP, LLC, (the Debtor, at the direction of the Special Committee of the Board of Managers of North Yard GP, LLC, submits this summary (the Summary of fees and expenses sought as actual, reasonable and necessary in the final fee application to which this Summary is attached (the Final Fee Application for the period February 2, 2018 through and including April 2, 2018 (the Fee Period. 2 BK submits this Final Fee Application as a final fee application in accordance with the Order (I Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II Granting Related Relief [ECF No. 216] (the Interim Compensation Order. Name of Applicant: Authorized to Provide Professional Services to: Bielli & Klauder, LLC North Yard GP, LLC, Debtor Petition Date: January 21, 2018 Date of Order Authorizing Employment: Order entered on February 22, 2018, nunc pro tunc to February 2, 2018 Period for Which Compensation is Sought: February 2, 2018 through April 2, 2018 Amount of Final Compensation Sought as Actual, Reasonable, and Necessary: $5, The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: PES Holdings, LLC (8157; North Yard Financing, LLC (6284; North Yard GP, LLC (5458; North Yard Logistics, L.P. (5952; PES Administrative Services, LLC (3022; PES Logistics GP, LLC (9202; PES Logistics Partners, L.P. (1288; PESRM Holdings, LLC (2107; and Philadelphia Energy Solutions Refining and Marketing LLC (9574. The debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania Capitalized terms used but not otherwise defined in the Summary shall have the meanings ascribed to such terms in the Fee Application.

18 Case KG Doc Filed 09/17/18 Page 2 of 2 Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary: $37.35 This is a Monthly X Interim X Final Fee Application Prior Monthly Fee Applications Requested Approved Date Monthly Fee Period Fees Expenses Fees Expenses 3/22/2018 First $3, $28.85 $0.00 $0.00 [DI No. 284] (2/2/2018-2/28/2018 5/23/2018 [DI 446] Second (3/1/2018-4/30/2018 $2, $8.50 $0.00 $0.00 [through Confirmation Date, 3/1/2018 4/2/2018] [$2,239.00] [$8.50] [$0.00] [$0.00] Additional information required pursuant to the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. 330 by Attorneys in Larger Chapter 11 Cases issued by the Executive Office for the United States Trustee: Blended Rate in this Final Application for All Attorneys: Blended Rate in this Final Application for All Timekeepers: Number of Professionals 3 included in this Application: If Applicable, Number of Professionals in this Final Application Not Included in a Staffing Plan Approved by the Client: If Applicable, the Difference Between Fees Budgeted and Compensation Sought for this Application Period: Any Rates Higher than Those Approved or Disclosed at Retention? $ $ n/a n/a No. The total time expended in connection with the preparation of this Final Application is not included herein. 3 As used herein, the term professionals includes all timekeepers.

19 Case KG Doc Filed 09/17/18 Page 1 of 3 Exhibit A [Klauder Declaration]

20 Case KG Doc Filed 09/17/18 Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 PES HOLDINGS, LLC, et al., 1 Case No (KG Debtors. (Jointly Administered VERIFICATION OF DAVID M. KLAUDER I, David M. Klauder, hereby declare the following under penalty of perjury: 1. I am a partner of the law firm of Bielli & Klauder, LLC ( BK, located at 1204 N. King Street, Wilmington, DE I am one of the lead attorneys from BK working on the above-captioned chapter 11 cases. I am a member in good standing of the Bar of the States of Delaware, and in this Court. There are no disciplinary proceedings pending against me. 2. I have personally performed many of the legal services rendered by BK as counsel with respect to Conflict Matters 2 and am familiar with all other work performed on behalf of the Debtor by the lawyers and other persons at BK. 3. The facts set forth in the foregoing Final Fee Statement are true and correct to the best of my knowledge, information and belief. 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: PES Holdings, LLC (8157; North Yard Financing, LLC (6284; North Yard GP, LLC (5458; North Yard Logistics, L.P. (5952; PES Administrative Services, LLC (3022; PES Logistics GP, LLC (9202; PES Logistics Partners, L.P. (1288; PESRM Holdings, LLC (2107; and Philadelphia Energy Solutions Refining and Marketing LLC (9574. The debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania As defined in the Order Authorizing the Retention and Employment of Bielli & Klauder, LLC as Attorneys for Debtor and Debtor in Possession North Yard GP, LLC, Effective Nunc Pro Tunc to February 2, 2018 [Docket No. 190].

21 Case KG Doc Filed 09/17/18 Page 3 of 3 4. I have reviewed rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules and believe that the Final Fee Statement complies with Local Rule Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct. Dated: September 17, 2018 Respectfully submitted, /s/ David M. Klauder David M. Klauder, Partner Bielli & Klauder, LLC

22 Case KG Doc Filed 09/17/18 Page 1 of 2 Exhibit B [Blended Rate Disclosures]

23 Case KG Doc Filed 09/17/18 Page 2 of 2 Blended Rate Disclosures Position Hours Rate Partner 12.6 $4, Associate 1.8 $ Law Clerk 2.9 $ Paralegal 4.4 $ Blended Rate $274.03

24 Case KG Doc Filed 09/17/18 Page 1 of 2 Exhibit C [Summary of Total Fees Incurred and Hours Billed During the Fee Period]

25 Case KG Doc Filed 09/17/18 Page 2 of 2 Summary of Total Fees Incurred and Hours Billed During the Fee Period Attorney Position and Year Admitted Hourly Billing Rate Total Billed Hours Total Compensation Klauder, David Partner 2012 $ $4, Stephenson, Cory Associate 2015 $ $ $4, Paraprofessional Position Hourly Billing Rate Total Billed Hours Total Compensation Sacchetta, Tyler Law Clerk $ $ Carrillo, Alyssa Paralegal $ $ $1,167.50

26 Case KG Doc Filed 09/17/18 Page 1 of 2 Exhibit D [Summary of Actual and Necessary Expenses for the Fee Period]

27 Case KG Doc Filed 09/17/18 Page 2 of 2 Summary of Actual and Necessary Expenses for the Fee Period Expense Category Amount Delivery Services $28.85 Copying $8.50 TOTAL: $37.35

28 Case KG Doc Filed 09/17/18 Page 1 of 2 Exhibit E [Summary of Fees by Matter for the Fee Period]

29 Case KG Doc Filed 09/17/18 Page 2 of 2 Summary of Fees by Matter for the Fee Period Matter Description Hours Billed Compensation Billed BK Retention and Fee Applications 10.4 $2, Non-BK Retention and Fee Applications 5.0 $1, Plan and Disclosure Statements 1.6 $ Case Administration 3.2 $1, Trial and Hearing Attendance 1.5 $ $5,946.50

30 Case KG Doc Filed 09/17/18 Page 1 of 4 Exhibit F [Detailed Description of Services Provided and Detailed Description of Expenses and Disbursements]

31 Case KG Doc Filed 09/17/18 Page 2 of 4 TIME BY DATE Date Description Task Professional Duration Rate Amount 2/2/2018 North Yard - Draft BK Retention App [ALL] BK Retention and Fee Applications Sacchetta, Tyler 2.1 $ $ /2/2018 North Yard - Draft Notice for PR Retention App [ALL] Non-BK Retention and Fee Applications Sacchetta, Tyler 0.8 $ $ /2/2018 Prep BK retention app for filing [ALL] BK Retention and Fee Applications Carrillo, Alyssa 0.5 $ $ /2/2018 Prep PR retention app for filing [ALL] Non-BK Retention and Fee Applications Carrillo, Alyssa 0.5 $ $ /2/2018 File BK retention app and send out for service [ALL] BK Retention and Fee Applications Carrillo, Alyssa 0.2 $ $ /2/2018 File PR retention app and send out for service [ALL] Non-BK Retention and Fee Applications Carrillo, Alyssa 0.3 $ $ /2/2018 s with P. Young re: cap on fees [ALL] BK Retention and Fee Applications Klauder, David 0.1 $ $ /2/2018 s with P. Young re: plan to prep and file retention apps [ALL] BK Retention and Fee Applications Klauder, David 0.1 $ $ /2/2018 Review Proskauer retention app [ALL] Non-BK Retention and Fee Applications Klauder, David 0.4 $ $ /2/2018 Review first draft of BK retention app and edit same [ALL] BK Retention and Fee Applications Klauder, David 0.9 $ $ /2/2018 Various s with Proskauer re: engagement and retention apps [ALL] BK Retention and Fee Applications Klauder, David 0.3 $ $ /2/2018 Review 2nd draft of BK retention app and various s re: same [ALL] BK Retention and Fee Applications Klauder, David 0.5 $ $ /2/2018 Review docket in PES bk case B110 - Case Administration Klauder, David 0.1 $ $ /2/2018 Review and various edits to notices for BK and Proskauer retention apps [ALL] BK Retention and Fee Applications Klauder, David 0.8 $ $ /2/2018 Review notice of confirmation hearing in BK case B110 - Case Administration Klauder, David 0.2 $ $ /2/2018 Review from Proskauer to client re: retention apps [ALL] BK Retention and Fee Applications Klauder, David 0.1 $ $ /2/2018 Review final package of BK retention app [ALL] BK Retention and Fee Applications Klauder, David 0.2 $ $ /2/2018 Review final package of Proskauer retention app [ALL] Non-BK Retention and Fee Applications Klauder, David 0.2 $ $ /2/2018 Review various s with Kirkland client re: filing of retention apps [ALL] BK Retention and Fee Applications Klauder, David 0.2 $ $ /2/2018 Coordinate filing of retention apps and s with Proskauer to confirm same [ALL] BK Retention and Fee Applications Klauder, David 0.5 $ $ /2/2018 s with P. Young re: potentially shortening notice on retention apps B110 - Case Administration Klauder, David 0.2 $ $ /5/2018 s with Proskauer re: prep of pro hac applications and coordinate prep of same [ALL] Non-BK Retention and Fee Applications Klauder, David 0.2 $ $ /6/2018 Review and edit pro hac applications for Thomas and Young [ALL] Non-BK Retention and Fee Applications Klauder, David 0.2 $ $ /6/2018 Various s with Proskauer re: pro hac vice applications [ALL] Non-BK Retention and Fee Applications Klauder, David 0.2 $ $ /7/2018 Review pro hac vice orders [ALL] Non-BK Retention and Fee Applications Klauder, David 0.1 $ $ /9/2018 Review from UST re: comments to retention apps and s with P. Young re: same [ALL] BK Retention and Fee Applications Klauder, David 0.4 $ $ /12/2018 Coordinate with A. Carrillo on prep of revised retention order [ALL] BK Retention and Fee Applications Klauder, David 0.1 $ $ /12/2018 Review notice of reschedule hearing and various s with P. Young re: same B110 - Case Administration Klauder, David 0.3 $ $ /12/2018 Review from Proskauer to UST re: revised order [ALL] Non-BK Retention and Fee Applications Klauder, David 0.1 $ $ /12/2018 s with UST re: revised BK order [ALL] BK Retention and Fee Applications Klauder, David 0.1 $ $ /13/2018 Review and edit retention app and discussions with A. Carrillo re: same [ALL] BK Retention and Fee Applications Klauder, David 0.5 $ $ /14/2018 Review from UST re: assurance agreement B110 - Case Administration Klauder, David 0.1 $ $ /15/2018 Coordinate prep of COCs for retention apps [ALL] BK Retention and Fee Applications Klauder, David 0.1 $ $ /21/2018 s with P. Young re: COCs for retention apps [ALL] Case Administration Klauder, David 0.2 $ $ /21/2018 Review and edit COC for BK retention app and coordinate filing [ALL] BK Retention and Fee Applications Klauder, David 0.3 $ $ /21/2018 Review and edit COC for Prsokauer retention app and coordinate filing [ALL] Non-BK Retention and Fee Applications Klauder, David 0.3 $ $ /22/2018 Coordinate delivery of retention apps to chambers and various s re: same B110 - Case Administration Klauder, David 0.3 $ $ /22/2018 Review signed retention orders and s with P. Young re: 3/2 hearing B110 - Case Administration Klauder, David 0.2 $ $ /8/2018 Review letter B110 - Case Administration Klauder, David 0.1 $ $ /12/2018 Review notice of confirmation hearing [ALL] Plan and Disclosure Statements Klauder, David 0.1 $ $ /12/2018 Review notice of settlement with EPA B110 - Case Administration Klauder, David 0.1 $ $ /16/2018 Review Commonwealth of PA objection to plan [ALL] Plan and Disclosure Statements Klauder, David 0.2 $ $ /19/2018 Review UST objection to plan [ALL] Plan and Disclosure Statements Klauder, David 0.2 $ $ /19/2018 Review plan confirmation objections [ALL] Plan and Disclosure Statements Klauder, David 0.1 $ $ /20/2018 Review COC and scheduling order re: objection to govt settlement B110 - Case Administration Klauder, David 0.2 $ $ /20/2018 Review gov't objection to plan [ALL] Plan and Disclosure Statements Klauder, David 0.2 $ $ /22/2018 Spoke with DK re covering 3/26/18 hearing; correspondence with co-counsel; prepared documeb110 - Case Administration Stephenson, Cory 0.2 $ $41.00

32 Case KG Doc Filed 09/17/18 Page 3 of 4 TIME BY DATE 3/22/2018 Review agenda for 3/26 hearing B110 - Case Administration Klauder, David 0.1 $ $ /22/2018 s with P. Young re: 3/26 hearing B110 - Case Administration Klauder, David 0.2 $ $ /22/2018 Discuss confirmation hearing with C. Stephenson [ALL] Plan and Disclosure Statements Klauder, David 0.2 $ $ /22/2018 Review and edit Proskauer monthly fee apps and coordinate filing [ALL] Non-BK Retention and Fee Applications Klauder, David 0.5 $ $ /22/2018 Review and edit BK monthly fee app and coordinate filing and service [ALL] BK Retention and Fee Applications Klauder, David 0.9 $ $ /22/2018 Draft BK's 1st Monthly Fee Application [ALL] BK Retention and Fee Applications Carrillo, Alyssa 1.3 $ $ /22/2018 Prepare PR's 1st Monthly Fee Application for Filing [ALL] Non-BK Retention and Fee Applications Carrillo, Alyssa 0.4 $ $ /22/2018 Prep PR's 2nd Monthly Fee Application for Filing [ALL] Non-BK Retention and Fee Applications Carrillo, Alyssa 0.4 $ $ /22/2018 Correspondence with DK re Filing Fee Applications [ALL] Case Administration Carrillo, Alyssa 0.1 $ $ /22/2018 File PR's 1st Monthly Fee Application [ALL] Non-BK Retention and Fee Applications Carrillo, Alyssa 0.2 $ $ /22/2018 File PR's 2nd Fee Application [ALL] Non-BK Retention and Fee Applications Carrillo, Alyssa 0.2 $ $ /22/2018 File BK's 1st Monthly Fee Application [ALL] BK Retention and Fee Applications Carrillo, Alyssa 0.2 $ $ /22/2018 Omni Management Services re services of Fee Applications [ALL] Case Administration Carrillo, Alyssa 0.1 $ $ /23/2018 Updated file with respect to confirmation hearing B110 - Case Administration Stephenson, Cory 0.1 $ $ /23/2018 Review reply to UST plan objection B320 - Plan and Disclosure Statement (includin Klauder, David 0.1 $ $ /23/2018 Review debtor's brief in support of confirmation B320 - Plan and Disclosure Statement (includin Klauder, David 0.3 $ $ /26/2018 Attended confirmation hearing L450 - Trial and Hearing Attendance Stephenson, Cory 1.5 $ $ /26/2018 Review filing notices for various confirmation-related documents [ALL] Plan and Disclosure Statements Klauder, David 0.2 $ $ /27/2018 Review brief re: EPA settlement B110 - Case Administration Klauder, David 0.2 $ $ /27/2018 Review notice of adjourned hearing B110 - Case Administration Klauder, David 0.1 $ $ /28/2018 Phone call with P. Young re: case status B110 - Case Administration Klauder, David 0.1 $ $35.00 Total 21.7 $5,946.50

33 Case KG Doc Filed 09/17/18 Page 4 of 4 EXPENSES Date Expense Professional Description Qty Price Amount 2/27/2018 E107 - Delivery services / messengers Klauder, David E107 - Delivery services / messengers - Reliable /2/2018 E101 - Copying Klauder, David E101 - Copying Total 37.35

34 Case KG Doc Filed 09/17/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PES HOLDINGS, LLC, et al., 1 Debtors. Chapter 11 Case No (KG (Jointly Administered Objection Deadline: October 8, 2018 at 4:00 p.m. (EDT Hearing Date: October 23, 2018 at 2:00 p.m. (EDT NOTICE OF HEARING ON FINAL FEE APPLICATION PLEASE TAKE NOTICE THAT on September 14, 2018, Bielli & Klauder, LLC filed the First Interim and Final Application of Bielli & Klauder, LLC, Counsel for Debtor North Yard GP, LLC, for Compensation for Services Rendered and Reimbursement of Expenses Incurred for the Period February 2, 2018 Through and Including April 2, 2018 (the Application with the United States Bankruptcy Court for the District of Delaware (the Court. PLEASE TAKE FURTHER NOTICE THAT in connection with the chapter 11 cases, an Order (I Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II Granting Related Relief [ECF No. 216] (the Interim Compensation Order was entered by the Court on February 26, 2018, which, among other things, prescribes the manner in which objections must be filed and served and when hearings will be conducted, and, accordingly, you should consult the Interim Compensation Order before filing any written objection to the Application. 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: PES Holdings, LLC (8157; North Yard Financing, LLC (6284; North Yard GP, LLC (5458; North Yard Logistics, L.P. (5952; PES Administrative Services, LLC (3022; PES Logistics GP, LLC (9202; PES Logistics Partners, L.P. (1288; PESRM Holdings, LLC (2107; and Philadelphia Energy Solutions Refining and Marketing LLC (9574. The debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania

35 Case KG Doc Filed 09/17/18 Page 2 of 3 PLEASE TAKE FURTHER NOTICE THAT if you do not timely file and serve a written objection to the relief requested in the Application, the Court may deem any opposition waived and enter an order granting the relief requested in the Application without further notice or a hearing. PLEASE TAKE FURTHER NOTICE THAT in accordance with the Interim Compensation Order, if you wish to oppose the Application, you must file with the Court a written objection pursuant to Local Bankruptcy Rule and the Interim Compensation Order on or before 4:00 p.m. prevailing Eastern Time on October 8, 2018, or such shorter time as the Court may hereafter order, and of which you may receive subsequent notice (the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT in accordance with the Interim Compensation Order, you must also serve a copy of your written objection on the Core Group, the 2002 List, and all entities with a particularized interest in the subject matter of the Application, as such terms are defined in the Interim Compensation Order, on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT the Application will be heard before the Court on October 23, 2018 at 2:00 p.m. (prevailing Eastern Time, in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom 3 Wilmington, Delaware If you fail (a to file timely a written response or (b to attend the hearing even if a response is timely filed, the Court may consider any objection you may have waived and enter an order granting the relief requested. PLEASE TAKE FURTHER NOTICE THAT copies of the Application, the Interim Compensation Order and all other documents filed in these chapter 11 cases are available free of 2

36 Case KG Doc Filed 09/17/18 Page 3 of 3 charge by visiting the Debtors restructuring website at You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at in accordance with the procedures and fees set forth therein. Dated: September 17, 2018 Wilmington, Delaware /s/ David M. Klauder David M. Klauder (No Cory P. Stephenson (No BIELLI & KLAUDER, LLC 1204 N. King Street Wilmington, DE Telephone: ( Facsimile: ( dklauder@bk-legal.com cstephenson@bk-legal.com - and - Peter J. Young (admitted pro hac vice PROSKAUER ROSE LLP 2049 Century Park East 32 nd Floor Los Angeles, CA Telephone: ( Facsimile: ( pyoung@proskauer.com - and - Mark K. Thomas (admitted pro hac vice PROSKAUER ROSE LLP Three First National Plaza 70 West Madison, Suite 3800 Chicago, IL Telephone: ( Facsimile: ( mthomas@proskauer.com Co-Counsel for Debtor and Debtor in Possession North Yard GP, LLC 3