UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION

Transcription

1 Main Document Page 1 of 30 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION In re: Chapter 11 WALTER ENERGY, INC., et al., Case No TOM11 Debtors. (Jointly Administered Objection Deadline: June 28, 4:00 p.m. (CT NOTICE OF TENTH MONTHLY FEE APPLICATION OF MORRISON & FOERSTER LLP AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM MAY 1, 2016 THROUGH MAY 31, 2016 TO: (I THE DEBTORS, (II COUNSEL TO THE DEBTORS, (III COUNSEL TO THE STEERING COMMITTEE, (IV THE OFFICE OF THE BANKRUPTCY ADMINISTRATOR, (V COUNSEL TO THE SECTION 1114 COMMITTEE AND (VI DIRECT FEE REVIEW, LLC, INDEPENDENT FEE EXAMINER The Tenth Monthly Fee Application of Morrison & Foerster LLP ( Morrison & Foerster as Counsel for the Official Committee of Unsecured Creditors for Allowance of Compensation and Reimbursement of Expenses Incurred for the Period from May 1, 2016 through and including May 31, 2016 (the Application has been served on the Notice Parties in accordance with the Order Pursuant to Sections 105(a and 331 of the Bankruptcy Code Establishing Procedures for Interim Compensation and Reimbursement of Expenses entered on October 3, 2015 [Docket No. 650] (the Interim Compensation Order. 1 The Application seeks interim allowance of monthly fees in the amount of $10, and monthly expenses in the amount of $ Pursuant to the Interim Compensation Order, written objections to the Application, if any, are required to be served on Morrison & Foerster and each of the Notice Parties so as to be received on or before June 28, 2016 at 4:00 p.m. (CT (the Objection Deadline. Morrison & Foerster and any objecting party will have ten (10 days from service of the objection to resolve the objection (the Resolution Deadline. If Morrison & Foerster and the objecting party do not resolve the objection by the Resolution Deadline, the objecting party shall file an objection (the 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Interim Compensation Order.

2 Main Document Page 2 of 30 Objection with the Court within three (3 business days of the Resolution Deadline and serve such Objection on Morrison & Foerster and each of the Notice Parties. PLEASE TAKE FURTHER NOTICE THAT PURSUANT TO THE INTERIM COMPENSATION ORDER, IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, THE DEBTORS WILL BE AUTHORIZED TO PAY 80% OF THE REQUESTED INTERIM FEES AND 100% OF THE REQUESTED INTERIM EXPENSES WITHOUT FURTHER ORDER OF THE COURT, SUBJECT TO THE TERMS OF THE AMENDED FINAL ORDER (A AUTHORIZING POSTPETITION USE OF CASH COLLATERAL, (B GRANTING ADEQUATE PROTECTION TO PREPETITION SECURED PARTIES AND (C GRANTING RELATED RELIEF [DOCKET NO. 797]. ONLY IF AN OBJECTION IS PROPERLY AND TIMELY FILED IN ACCORDANCE WITH THE ABOVE PROCEDURE WILL A HEARING BE HELD ON THE APPLICATION. Dated: New York, New York June 14, 2016 MORRISON & FOERSTER LLP Lorenzo Marinuzzi Jennifer L. Marines 250 West 55 th Street New York, New York Telephone: ( Facsimile: ( lmarinuzzi@mofo.com jmarines@mofo.com 2

3 Main Document Page 3 of 30 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION In re: Chapter 11 WALTER ENERGY, INC., et al., Case No TOM11 Debtors. (Jointly Administered Objection Deadline: June 28, 4:00 p.m. (CT SUMMARY OF TENTH MONTHLY FEE APPLICATION OF MORRISON & FOERSTER LLP AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM 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 Expense Reimbursement sought as actual, reasonable, and necessary: Morrison & Foerster LLP Official Committee of Unsecured Creditors October 21, 2015 nunc pro tunc to August 5, 2015 May 1, 2016 through May 31, 2016 $10, $ The amount of compensation requested reflects voluntary reductions totaling $ in fees as a client accommodation for time entry review.

4 Main Document Page 4 of 30 This is a(n: X Monthly Interim Final Fee Application. Prior Applications: Requested Approved Date Filed Period Covered Fees Expenses Fees Expenses 12/10/15 8/5/2015 8/31/ /10/15 9/1/2015 9/30/ /10/15 10/1/ /31/2015 3/4/16 11/1/ /30/2015 3/4/16 12/1/ /31/2015 3/4/16 1/1/2016 1/31/2016 $946, $15, $663, $37, $150, $5, $237, $2, $90, $3, $114, $ $1,760, $57, $442, $6, /23/2016 2/1/2016 2/29/2016 5/3/2016 3/1/2016 3/31/2016 6/14/2016 4/1/2016 4/30/2016 $45, $1, N/A N/A $352, $2, N/A N/A $20, $26, N/A N/A ii

5 Main Document Page 5 of 30 SCHEDULE 1 SUMMARY OF PROFESSIONAL SERVICES RENDERED BY PROJECT CATEGORY BY MORRISON & FOERSTER ON BEHALF OF THE COMMITTEE FOR THE TENTH APPLICATION PERIOD PROJECT CATEGORY DESCRIPTION HOURS AMOUNT 001 Asset Analysis and Recovery 0.80 $ Asset Disposition 3.70 $2, Case Administration 4.70 $1, Employment and Fee Applications 4.50 $3, Meetings and Communications with Creditors 0.70 $ Hearings Time Entry Review $1, $ Total Incurred: 17.4 $11, Less Client-Accommodation for Time Entry Review (100% of Fees $( Incurred: Total Requested: $10, iii

6 Main Document Page 6 of 30 SCHEDULE 2 SUMMARY OF PROFESSIONAL SERVICES RENDERED BY MORRISON & FOERSTER ON BEHALF OF THE COMMITTEE FOR THE TENTH APPLICATION PERIOD The Morrison & Foerster attorneys who rendered professional services in these cases during the Tenth Application Period are: Professional Person Martin, Samantha Newton, James A. Position with Applicant, Year of Admission and Area of Expertise Position: Associate Year of Admission: 2008 Area of Expertise: Business Restructuring & Insolvency Position: Associate Year of Admission: 2009 Area of Expertise: Business Restructuring & Insolvency Hourly Billing Rate Total Hours Billed Total Compensation $ $5, $ $3, The Morrison & Foerster paraprofessionals who rendered services in these cases during the Tenth Application Period are: Paraprofessional Person Guido, Laura Braun, Danielle Eileen Position with Applicant, Area of Expertise and Year of Admission (where applicable Position: Senior Paralegal Area of Expertise: Business Restructuring & Insolvency Position: Paralegal Area of Expertise: Business Restructuring & Insolvency Hourly Billing Rate Total Hours Billed Total Compensation $ $1, $ $93.00 iv

7 Main Document Page 7 of 30 PROFESSIONALS Total Partners, Of Counsel, Associates and Paraprofessionals BLENDED RATES TOTAL HOURS BILLED TOTAL COMPENSATION Attorneys (without Paraprofessionals $ $9, Attorneys and Paraprofessionals $ $11, Total Incurred: $11, Less Client-Accommodation for Time Entry Review (100% of Fees $( Incurred: Total Requested: $10, v

8 Main Document Page 8 of 30 SCHEDULE 3 SUMMARY OF ACTUAL AND NECESSARY EXPENSES INCURRED BY MORRISON & FOERSTER ON BEHALF OF THE COMMITTEE FOR THE TENTH APPLICATION PERIOD Expense Category Total Expenses e-discovery Iris-Managed Services $82.18 Court Call Fees $35.00 Total: $ vi

9 Main Document Page 9 of 30 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION In re: Chapter 11 WALTER ENERGY, INC., et al., Case No TOM11 Debtors. (Jointly Administered Objection Deadline: June 28, 4:00 p.m. (CT TENTH MONTHLY FEE APPLICATION OF MORRISON & FOERSTER LLP AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM MAY 1, 2016 THROUGH MAY 31, 2016 Pursuant to sections 105(a and 331 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code and the Order Pursuant to Sections 105(a and 331 of the Bankruptcy Code Establishing Procedures for Interim Compensation and Reimbursement of Expenses [Docket No. 650] (the Interim Compensation Order, 1 the law firm of Morrison & Foerster LLP ( Morrison & Foerster hereby seeks allowance of reasonable compensation for professional legal services rendered as counsel for the Official Committee of Unsecured Creditors (the Committee of Walter Energy, Inc., et al. (collectively, the Debtors in the amount of $10,598.50, together with reimbursement for actual and necessary expenses incurred in the amount of $ for the period commencing May 1, 2016 through and including May 31, 2016 (the Tenth Application Period. In support of its Application (the Application, Morrison & Foerster respectfully represents as follows: 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Interim Compensation Order.

10 Main Document Page 10 of 30 BACKGROUND 1. On July 15, 2015 (the Petition Date, each of the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors chapter 11 cases (the Chapter 11 Cases are being jointly administered pursuant to Bankruptcy Rule 1015 [Docket No. 54]. 2. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a and 1108 of the Bankruptcy Code. As of the date hereof, neither a trustee nor an examiner (other than a fee examiner has been appointed in the Chapter 11 Cases. 3. On July 30, 2015, the Bankruptcy Administrator for the Northern District of Alabama (the Bankruptcy Administrator appointed the following entities to the Committee in these cases pursuant to section 1102 of the Bankruptcy Code: (i Carroll Engineering Co.; (ii Consolidated Pipe & Supply Co., Inc.; (iii Cowin & Company, Inc.; (iv Delaware Trust Company, as Indenture Trustee; (v Hager Oil Company, Inc.; (vi Industrial Mining Supply Inc.; (vii Mayer Electric Supply Co., Inc.; (viii UMB Bank National Association, as Indenture Trustee; (ix United Mineworkers of America; (x United Mineworkers of America 1974 Pension Plan and Trust; and (xi United Steelworkers. See Docket No On August 4, 2015, the Pension Benefit Guaranty Corporation and Nelson Brothers, LLC were added to the Committee. See Docket Nos. 336, In addition, on July 30, 2015, the Court entered an order authorizing the formation of a committee of retired employees pursuant to Bankruptcy Code sections 1114(c(2 and 1114(d. See Docket No Subsequent to the formation of the Committee, Cowin & Company, Inc., Mayer Electric Supply Company, Inc. and Industrial Mining Supply Inc. resigned from the Committee. 2

11 Main Document Page 11 of The Committee held its organizational meeting on August 5, 2015, and selected Morrison & Foerster as its lead counsel, Christian & Small LLP as its local counsel, Houlihan Lokey Capital, Inc. ( Houlihan as its investment banker, and Berkeley Research Group, LLC ( BRG as its financial advisor. 6. On September 22, 2015, the Committee filed the Application of the Official Committee of Unsecured Creditors of Walter Energy, Inc., et al. for Entry of an Order Authorizing the Employment and Retention of Morrison & Foerster LLP, Nunc Pro Tunc to August 5, 2015 [Docket No. 763] (the Retention Application. On October 21, 2015, the Court entered the Order Authorizing the Official Committee of Unsecured Creditors of Walter Energy, Inc., et al., to Retain and Employ Morrison & Foerster LLP, Nunc Pro Tunc to August 5, 2015 [Docket No. 921] (the Retention Order. RELIEF REQUESTED 7. Pursuant to the Retention Order, and subject to the terms of the Amended Final Order (A Authorizing Postpetition Use of Cash Collateral, (B Granting Adequate Protection to Prepetition Secured Parties and (C Granting Related Relief (the Amended Cash Collateral Order [Docket No. 797], Morrison & Foerster is entitled to compensation for fees incurred and reimbursement of expenses. During the Tenth Application Period, Morrison & Foerster earned fees in the amount of $10, and incurred expenses in the amount of $ SUMMARY OF SERVICES RENDERED 8. Schedule 1 above is a summary of compensation earned during the Tenth Application Period, arranged by matter category. 9. Schedule 2 above is a summary of fees earned for services rendered by Morrison & Foerster s professionals and paraprofessionals during the Tenth Application Period. This schedule references the names of the professionals and paraprofessionals that performed work on 3

12 Main Document Page 12 of 30 behalf of the Committee during the Tenth Application Period and their corresponding hourly billing rates and number of hours worked. 10. Schedule 3 above is a summary of expenses incurred by Morrison & Foerster in connection with its role as counsel to the Committee in the Chapter 11 Cases during the Tenth Application Period. Such expenses include, without limitation, legal research expenses, 3 travel expenses, working meals, mailing and postage charges, and copy charges. The details of such expenses are included in Exhibit A attached hereto. 11. Also included in Exhibit A is the time detail for services rendered by Morrison & Foerster s professionals and paraprofessionals in the Chapter 11 Cases during the Tenth Application Period. VALUATION OF SERVICES 12. Professionals and paraprofessionals of Morrison & Foerster expended a total of 17.4 hours in connection with this matter during the Tenth Application Period. 13. The amount of time spent by each of the persons providing services to the Committee during the Tenth Application Period and each respective person s hourly billing rate are fully set forth in detail in Exhibit A attached hereto. The hourly billing rates set forth in Exhibit A are Morrison & Foerster s normal hourly rates of compensation for work of this character. The reasonable value of the services rendered by Morrison & Foerster for the Tenth Application Period as counsel for the Committee in the Chapter 11 Cases is $10, Morrison & Foerster believes that the time entries and expense breakdown included in Exhibit A are in compliance with the requirements of Local Rule Morrison & Foerster charges the standard usage rates charged by providers of online legal research (e.g., LEXIS, WESTLAW and PACER, which, due to contractual flat fees, may not always equal Morrison & Foerster s actual cost. Morrison & Foerster pays these providers a flat fee every month. Charging its clients the online providers standard usage rates allows Morrison & Foerster to cover adequately the monthly flat fees it must pay to these types of providers. 4

13 Main Document Page 13 of In accordance with the factors enumerated in 11 U.S.C. 330, the amount requested is fair and reasonable given (a the complexity of these Chapter 11 Cases, (b the time expended, (c the nature and extent of the services rendered, (d the value of such services, and (e the costs of comparable services other than in a case under this title. 16. This Application covers the period from May 1, 2016 through and including May 31, Morrison & Foerster has and will continue to perform additional necessary services subsequent to May 31, 2016, for which Morrison & Foerster will file subsequent fee Applications. DESCRIPTION OF SERVICES 17. The compensation Morrison & Foerster seeks is appropriate for the time spent in connection with the Chapter 11 Cases. Set forth below is a brief narrative description of the services rendered, for or on behalf of the Committee. A. Asset Analysis and Recovery Fees: $628.00; Total Hours: During the Tenth Application Period, this matter category reflected time spent by Morrison & Foerster corresponding with the Debtors noticing agent and BRG regarding finalizing the creation of the general unsecured claims trust and associated noticing to trust beneficiaries. B. Asset Disposition 002 Fees: $2,891.00; Total Hours: During the Tenth Application Period, this matter category reflected time spent by Morrison & Foerster finalizing the effectuation of the Committee s global settlement with the Debtors and their lenders (the Global Settlement, including by ensuring appropriate 5

14 Main Document Page 14 of 30 disbursements from funds placed in escrow at the time of the closing of the Debtors sale of their core Alabama assets. C. Case Administration 007 Fees: $1,545.00; Total Hours: During the Tenth Application Period, this matter category included time spent monitoring the case docket and tracking case deadlines. D. Employment and Fee Applications 011 Fees: $3,406.50; Total Hours: During the Tenth Application Period, this matter category included time spent by Morrison & Foerster assisting BRG with the preparation of its Second Interim Application of Berkeley Research Group, LLC for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Financial Advisor to the Official Committee of Unsecured Creditors During the Period from November 1, 2015 through March 31, 2016 [Docket No. 2365]. Additionally, during the Tenth Application Period Morrison & Foerster assisted Houlihan and BRG with the preparation and submission of proposed orders approving their respective recently filed interim fee applications. E. Meetings and Communications with Creditors 015 Fees: $531.50; Total Hours: During the Tenth Application Period, this matter category included time spent by Morrison & Foerster responding to inquiries from creditors regarding the status of the Chapter 11 Cases. 6

15 Main Document Page 15 of 30 F. Hearings 024 Fees: $1,596.50; Total Hours: During the Tenth Application Period, this matter category included time spent by Morrison & Foerster preparing for and participating in omnibus hearings on May 11, 2016 and May 25, CONCLUSION 24. The fee and expense structure set forth in the Retention Order was designed to compensate Morrison & Foerster for its services and to cover fixed and routine overhead expenses. Morrison & Foerster s rates are consistent with those of other comparable firms that render services under similar circumstances. The compensation requested in this Application is for actual and necessary services and expenses incurred in the Chapter 11 Cases. 25. Morrison & Foerster believes that the Application and the description of services set forth herein are in compliance with the Interim Compensation Order. A true and correct copy of the Verification of Lorenzo Marinuzzi is attached hereto as Exhibit B. NOTICE 26. Notice of this Application has been or will be provided to those parties entitled to receive notice in accordance with the Interim Compensation Order, as amended by the Order Authorizing Appointment of Independent Fee Examiner [Docket No. 818]. WHEREFORE, Morrison & Foerster respectfully requests the interim allowance of $10, as compensation for necessary professional services rendered to the Committee during the Tenth Application Period and $ for reimbursement of actual and necessary expenses incurred during the Tenth Application Period pursuant to the Interim Compensation Order. 7

16 Main Document Page 16 of 30 Dated: New York, New York June 14, 2016 MORRISON & FOERSTER LLP /s/ Lorenzo Marinuzzi Lorenzo Marinuzzi Jennifer L. Marines 250 West 55 th Street New York, New York Telephone: ( Facsimile: (

17 Main Document Page 17 of 30 Exhibit A Fee and Expense Detail

18 Main Document Page 18 of 30 P.O. BOX LOS ANGELES CALIFORNIA TELEPHONE: FACSIMILE: MORRISON & FOERSTER LLP NEW YORK, SAN FRANCISCO, LOS ANGELES, PALO ALTO, SAN DIEGO, WASHINGTON D. C., DENVER, NORTHERN VIRGINIA, SACRAMENTO TOKYO, BEIJING, SHANGHAI, HONG KONG, SINGAPORE LONDON, BRUSSELS, BERLIN Earl Doppelt, Esq. General Counsel Walter Energy, Inc Riverchase Galleria Ste Birmingham, AL Taxpayer ID # Invoice Number: Invoice Date: June 7, 2016 Client/Matter Number: Matter Name: BANKRUPTCY OF WALTER ENERGY RE: BANKRUPTCY OF WALTER ENERGY For Professional Services Rendered and Disbursements Incurred through May 31, 2016 U.S.Dollars Current Fees 11, Client Accommodation Time ( Entry Review Current Fees Value 10, Current Disbursements Total This Invoice 10, Payment may be made by Electronic Funds transfer to the firm s account

19 Main Document Page 19 of 30 Matter Number: Invoice Number: Matter Name: BANKRUPTCY OF WALTER ENERGY Invoice Date: June 7, 2016 Time Detail Date Services Timekeeper Hours Value Asset Analysis and Recovery 11-May-16 Discuss GUC trust with P. Chadwick (Capstone. Martin, Samantha May-16 Correspond with KCC regarding notices to trust Martin, Samantha beneficiaries. 26-May-16 Correspond with P. Chadwick (Capstone regarding Martin, Samantha GUC Trust. 27-May-16 Call with P. Chadwick (Capstone and KCC Martin, Samantha regarding GUC Trust. Total: 001 Asset Analysis and Recovery Asset Disposition 03-May-16 Call with J. Newton regarding fee spreadsheet (.1; review Committee invoices and update spreadsheet (1.4; correspond with internal working group regarding same ( May May May-16 Correspond with internal working group and Paul Weiss regarding settlement payments. Correspond with D. Meyers (Paul Weiss regarding settlement payments. Correspond with G. Scott (Walter, D. Meyers (Paul Weiss and J. Kimble (Rumberger regarding settlement payments. 16-May-16 Correspond with J. Kimble (Rumberger and G. Scott (Walter regarding settlement payments. 23-May-16 Discuss escrow account with J. Bell (.1; discuss settlement payments with J. Newton ( May-16 Speak with S. Martin regarding escrow account payments (.2; correspond with Houlihan team regarding same ( May-16 Call with C. Tobler (Paul Weiss regarding escrow account (.1; correspond with D. Meyers (Paul Weiss (.1 and L. Marinuzzi (.1 regarding same. Martin, Samantha , Martin, Samantha Martin, Samantha Martin, Samantha Martin, Samantha Martin, Samantha Newton, James A Martin, Samantha Total: 002 Asset Disposition , Case Administration 02-May-16 Review docket and circulate update to internal working group. Braun, Danielle Eileen

20 Main Document Page 20 of 30 Matter Number: Invoice Number: Matter Name: BANKRUPTCY OF WALTER ENERGY Invoice Date: June 7, 2016 Date Services Timekeeper Hours Value 02-May-16 group (.1; retrieve and distribute recently filed pleadings to internal working group (.1; update case calendar and provide updates to internal working group (.2. Guido, Laura May May May May May May May May May May May May May May May-16 group. Review docket and circulate update to internal working group. group. group (.1; update case calendar and provide updates to internal working group (.2. group (.1; retrieve and distribute recently filed pleadings to internal working group (.1. group (.1; retrieve and distribute recently filed pleadings to internal working group (.1. group (.1; retrieve and distribute recently filed pleadings to internal working group (.1. group. group (.1; retrieve and distribute recently filed pleadings to internal working group (.1; update case calendar and provide updates to internal working group (.2. group (.1; retrieve and distribute recently filed pleadings to internal working group (.1. group (.1; update case calendar and provide updates to internal working group (.1. group. group (.1; retrieve and distribute recently filed pleadings to internal working group (.1. group (.1; update case calendar and provide updates to internal working group (.2. Review docket and circulate same to internal working group. Guido, Laura Braun, Danielle Eileen Guido, Laura Guido, Laura Guido, Laura Guido, Laura Guido, Laura Guido, Laura Guido, Laura Guido, Laura Guido, Laura Guido, Laura Guido, Laura Guido, Laura Braun, Danielle Eileen

21 Main Document Page 21 of 30 Matter Number: Invoice Number: Matter Name: BANKRUPTCY OF WALTER ENERGY Invoice Date: June 7, 2016 Date Services Timekeeper Hours Value 20-May-16 Guido, Laura group. 23-May May May May May May-16 group (.1; update case calendar and provide updates to internal working group (.2. group. group (.1; retrieve and distribute recently filed pleadings to internal working group (.1. group (.1; update case calendar and provide updates to internal working group (.2. group. group (.1; update case calendar and provide updates to internal working group (.2. Guido, Laura Guido, Laura Guido, Laura Guido, Laura Guido, Laura Guido, Laura Total: 007 Case Administration , Employment and Fee Applications 02-May-16 Correspond with J. Vizzini (Capstone and M. Haverkamp (Capstone regarding Capstone's second interim fee application (.3; review and comment on same (1.4; review and revise task code summaries in MoFo March fee application ( May May May May-16 Revise MoFo March fee application in accordance with comments from L. Marinuzzi (.2; prepare same for filing (.1; call with S. Martin regarding fee spreadsheet (.1; correspond with J. Vizzini (Capstone and M. Haverkamp (Capstone regarding finalizing Capstone's second interim fee application for filing (.1; correspond with B. Bensinger (Christian & Small and D. Sparks (Christian & Small regarding filing of fee applications (.1; coordinate preparation of fileready versions and filing of same (.1. Draft order approving Houlihan's fee application (.5; correspond with B. Bensinger (Christian & Small and Houlihan team regarding same (.2; call with J. Popehn (Houlihan regarding same (.1. Correspond with Capstone regarding fee examiner notice. Correspond with internal working group and Paul Weiss regarding professionals' fees. Newton, James A , Newton, James A Martin, Samantha Martin, Samantha Martin, Samantha

22 Main Document Page 22 of 30 Matter Number: Invoice Number: Matter Name: BANKRUPTCY OF WALTER ENERGY Invoice Date: June 7, 2016 Date Services Timekeeper Hours Value 25-May-16 Correspond with J. Newton regarding hearing on Capstone's fee application (.1; review and comment on draft order approving Capstone's fee application (.1. Martin, Samantha Total: 011 Employment and Fee Applications , Meetings and Communications with Creditors 04-May-16 Call with C. Moore (BABC regarding creditor correspondence (.1; correspond with KCC regarding same (.1; call with D. Hartie (KCC regarding same (.1. Martin, Samantha May-16 Speak with shareholder regarding inquiry regarding Newton, James A settlement of class action against Walter directors. Total: 015 Meetings and Communications with Creditors Hearings 10-May-16 Coordinate CourtCall appearance for May 11 hearing. 10-May-16 Discuss May 11 hearing with L. Guido (.1; correspond with B. Bensinger (Christian & Small regarding same (.2; correspond with Houlihan team and Christian & Small regarding same ( May-16 Participate telephonically in hearing regarding Houlihan's fee application. 24-May-16 Coordinate May 25 telephonic appearance of S. Martin. 24-May-16 Correspond with Capstone and Christian & Small regarding hearing on May 25 (.4; correspond with L. Guido regarding same ( May-16 Participate in omnibus hearing on Capstone fee application and relief from stay motion (.1; prepare form of order approving Capstone fees (.2; correspond with S. Martin (.1, P. Chadwick (Capstone (.1 and B. Bensinger (Christian & Small (.1 regarding same. Guido, Laura Martin, Samantha Martin, Samantha Guido, Laura Martin, Samantha Newton, James A Total: 024 Hearings , Time Entry Review 23-May-16 Review April invoice for compliance with compensation procedures (.4; speak with J. Bregman regarding disbursements (.1; correspond with V. Bergelson regarding same (.2. Newton, James A Total: 032 Time Entry Review Client Accommodation (

23 Main Document Page 23 of 30 Matter Number: Invoice Number: Matter Name: BANKRUPTCY OF WALTER ENERGY Invoice Date: June 7, 2016 Date Services Timekeeper Hours Value Current Fees 10,

24 Main Document Page 24 of 30 Matter Number: Invoice Number: Matter Name: BANKRUPTCY OF WALTER ENERGY Invoice Date: June 7, 2016 Timekeeper Summary No. Timekeeper Rate Hours Value Martin, Samantha , Newton, James A , Guido, Laura , Braun, Danielle Eileen Client Accommodation Time Entry Review ( TOTAL ,

25 Main Document Page 25 of 30 Matter Number: Invoice Number: Matter Name: BANKRUPTCY OF WALTER ENERGY Invoice Date: June 7, 2016 Task Code Summary Task Code Description Hours Value 001 Asset Analysis and Recovery Asset Disposition , Case Administration , Employment and Fee Applications , Meetings and Communications with Creditors Hearings , Time Entry Review Client Accommodation Time Entry Review ( TOTAL ,

26 Main Document Page 26 of 30 Matter Number: Invoice Number: Matter Name: BANKRUPTCY OF WALTER ENERGY Invoice Date: June 7, 2016 Disbursement Detail Date Description Value 01-May-16 EDiscovery fees, Iris Data Services, support and hosting May-16 Court filing service, CourtCall, S. Martin, 5/11/2016, hearing Current Disbursements

27 Main Document Page 27 of 30 Matter Number: Invoice Number: Matter Name: BANKRUPTCY OF WALTER ENERGY Invoice Date: June 7, 2016 Invoice Summary U.S.Dollars Total Fees 10, Total Disbursements Total Amount Due 10,

28 Main Document Page 28 of 30 Matter Number: Invoice Number: Matter Name: BANKRUPTCY OF WALTER ENERGY Invoice Date: June 7, 2016 For your convenience, we have listed below previous invoices on this matter which our records show as outstanding and the total balance due on this account. If you have already submitted payment, we appreciate your promptness. If your records are not in agreement, or if we can provide additional assistance, please call our Billing Department at ( or ( Date Invoice Number Currency Original Invoice Amount Payments Applied Amount Outstanding 07-Mar USD 47, , , Apr USD 354, , , Jun USD 47, ,

29 Main Document Page 29 of 30 Exhibit B Verification of Lorenzo Marinuzzi

30 Main Document Page 30 of 30 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION In re: Chapter 11 WALTER ENERGY, INC., et al., Case No TOM11 Debtors. (Jointly Administered VERIFICATION I, Lorenzo Marinuzzi, declare the following: 1. I am a Partner in the applicant firm, Morrison & Foerster LLP, and have been admitted to the bar of the State of New York since I have personally performed many of the legal services rendered by Morrison & Foerster LLP, as counsel for the Official Committee of Unsecured Creditors appointed in the above-captioned chapter 11 cases (the Committee, and am thoroughly familiar with all other work performed on behalf of the Committee by the professionals and paraprofessionals in the firm. However, as an accommodation to the Debtors, I did not bill for my services. 3. The facts set forth in the foregoing Application are true and correct to the best of my knowledge, information and belief. Dated: June 14, 2016 /s/ Lorenzo Marinuzzi Lorenzo Marinuzzi Partner of Morrison & Foerster LLP