17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 1 of 20 ALVAREZ & MARSAL NORTH AMERICA, LLC 1001 G Street NW, Suite 1100 West Washington, DC 20001 Telephone (202) 729-2100 Facsimile: (202) 729-2101 Financial Advisor for the Statutory Committee of Unsecured Claimholders of Westinghouse Electric Company LLC, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x : In re: : Chapter 11 : WESTINGHOUSE ELECTRIC COMPANY LLC, et al., : Case No. 17-10751 (MEW) : Debtors. 1 : (Jointly Administered) : ------------------------------------------------------------ x SECOND APPLICATION OF ALVAREZ & MARSAL NORTH AMERICA, LLC AS FINANCIAL ADVISOR FOR THE STATUTORY COMMITTEE OF UNSECURED CLAIMHOLDERS FOR ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED FROM AUGUST 1, 2017 THROUGH AND INCLUDING NOVEMBER 30, 2017 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (2348), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066..
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 2 of 20 Total compensation sought this period $1,142,500.00 Total expenses sought this period $9,598.28 Petition date March 29, 2017 Retention date April 18, 2017 Date of order approving employment July 20, 2017 Total compensation approved by interim order to date $1,262,615.00 Total expenses approved by interim order to date $11,205.16 Total allowed compensation paid to date $1,687,705.00 Total allowed expenses paid to date $13,948.48 Blended rate in this application for all timekeepers $589.07 Compensation sought and already paid pursuant to a monthly compensation order but not yet allowed Expenses sought and already paid pursuant to a monthly compensation order but not yet allowed $425,090.00 $2,743.32 Number of professionals included in this application 22 Number of professionals billing fewer than 15 hours to this case during this period 5 Are any rates higher than those approved or disclosed at retention? No
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 3 of 20 SUMMARY OF PRIOR MONTHLY FEE STATEMENTS Date Filed (Docket No.) Sept. 22, 2017 (Docket No.#1390) Oct. 5, 2017 (Docket No.#1476) Nov. 20, 2017 (Docket No.#1777) Dec. 15, 2017 (Docket No.#1948) Period Covered Total Compensation & Expenses Incurred For Period Covered Fees Expenses Total Amount Previously Requested with Monthly Fee Statements Fees (@80%) Total Amount Paid to Date Holdback Fees Requested Expenses (@100%) Fees Expenses Fees Aug. 1-31, 2017 $304,100.00 $356.74 $243,280.00 $356.74 $243,280.00 $356.74 $60,820.00 Sept. 1-30, 2017 $227,262.50 $2,386.58 $181,810.00 $2,386.58 $181,810.00 $2,386.58 $45,452.50 Oct. 1-31, 2017 $265,725.00 $5,484.46 $212,580.00 $5,484.46 $0.00 $0.00 $53,145.00 Nov. 1-30, 2017 $345,412.50 $1,370.50 $276,330.00 $1,370.50 $0.00 $0.00 $69,082.50 Total $1,142,500.00 $9,598.28 $914,000.00 $9,598.28 $425,090.00 $2,743.32 $228,500.00
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 4 of 20 SUMMARY OF TOTAL FEES BY PROFESSIONAL FOR ALVAREZ & MARSAL NORTH AMERICA, LLC PROFESSIONAL POSITION BILLING RATE TOTAL HOURS TOTAL FEES Ray Dombrowski Managing Director $950 73.0 $69,350.00 JD Ivy Managing Director $950 33.0 $31,350.00 Joseph Gardemal Managing Director $950 19.5 $18,525.00 William Abington Managing Director $950 28.0 $26,600.00 Mark Roberts Managing Director $925 130.5 $120,712.50 Gary Frantzen Managing Director $650 4.0 $2,600.00 John Paul Anderson Senior Director $700 258.0 $180,600.00 Rich Newman Senior Director $700 2.0 $1,400.00 Steven Fischoff Senior Director $550 1.5 $825.00 Gary Gooch Director $650 75.5 $49,075.00 Almir Smajlovic Director $625 55.0 $34,375.00 Hamish Allanson Director $625 248.0 $155,000.00 Kim Smajlovic Director $625 198.0 $123,750.00 Bryon Sergeant Manager $425 5.0 $2,125.00 James Kwon Senior Associate $500 23.0 $11,500.00 Ryan Wells Senior Associate $500 119.0 $59,500.00 Nathan Aguiar Senior Associate $375 61.5 $23,062.50 Eleanor Gravenhorst Senior Associate $350 5.0 $1,750.00 James Silverwood Associate $475 252.0 $119,700.00 William Wood Associate $300 217.0 $65,100.00 Rachel Ryu Analyst $375 84.0 $31,500.00 Mary Napoliello Paraprofessional $300 47.0 $14,100.00 Total 1,939.5 $1,142,500.00 Blended Rate: $589.07
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 5 of 20 Task Code Analysis of Claims/Liabilities Subject to Compromise Asset/IP Sales Business Plan Case Admin Cash (DIP) Budget Claims Contract Analysis Employee Compensation Analysis Fee Application Financial & Operational Analysis Financing Matters (DIP, Exit, Other) General Meetings with Debtors & Debtors' Professionals General Meetings with UCC & UCC Counsel Intercompany Claims Analysis SUMMARY OF TOTAL FEES BY TASK CATEGORY FOR ALVAREZ & MARSAL NORTH AMERICA, LLC Description Claims reconciliation, damage claims calculations, critical vendor review and recovery model preparation. Analysis and due diligence of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought. Review of ongoing business/financial plans and restructuring negotiations involving various constituencies with respect to overall exit strategy of these Chapter 11 cases. Internal case management, such as work plan development and internal team meetings. Identification and review of short-term cash management; Preparation and review of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis. Review of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation of rejection of each; analysis of creditor claims by type, entity, and individual claim. Customer and vendor contracts, leases and charter agreements. Excludes employee contract review. Perform employee compensation analysis including employee contracts, severance, reductions in force, and KEIPs/KERPs. Preparation of monthly and interim fee statements in compliance with court guidelines. Includes review of Debtors' flash reports, key performance indicators, monthly operating reports and periodic reports. Excludes business plan analysis (included in BP). Financial analysis regarding various matters including DIP, exit and other ad-hoc review requested by the committee, other than DIP budget. Calls/meetings to discuss various matters (calls/meetings pertaining to a single issue are included in the sub-codes pertaining to that issue). Calls/meetings to discuss various matters (calls/meetings pertaining to a single issue are included in the sub-codes pertaining to that issue). Intercompany claims analysis including pre- and post-petition. Total Total Fees Hours Requested 93.5 $55,300.00 5.5 $3,212.50 94.0 $66,362.50 60.0 $39,025.00 104.0 $54,237.50 3.0 $2,850.00 5.5 $3,587.50 282.0 $172,512.50 66.5 $26,175.00 83.5 $43,725.00 34.0 $25,225.00 14.5 $7,387.50 148.0 $96,100.00 113.5 $71,100.00
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 6 of 20 Plan of Reorg / Disclosure Statement Review, Negotiation and Formulation Potential Avoidance Actions / Litigation Matters Review of Miscellaneous Motions SOFA's & SOAL's Analysis Travel Valuation Review and preparation of information and analysis necessary for the confirmation of a plan of reorganization in these Chapter 11 Cases, including information contained in the disclosure statement. Investigation and pursuit of avoidance actions, corresponding testimony and other litigation matters. Including, but not limited to, wages, equity trading procedures, cash management, lien claimants, critical vendors and retention of professionals. Perform SOFA and SOAL review and prepare financial analysis thereof. Non-working billable travel time (reflects 50% of time incurred). Analysis of enterprise value, asset value, value allocation, and corresponding testimony. 4.0 $3,700.00 737.5 $417,637.50 40.0 $25,300.00 1.0 $550.00 33.0 $20,587.50 16.5 $7,925.00 Total 1,939.5 $1,142,500.00 Blended Rate: $589.07
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 7 of 20 SUMMARY OF EXPENSES BY CATEGORY FOR ALVAREZ & MARSAL NORTH AMERICA, LLC Expense Category Amount Airfare $6,449.35 Lodging $1,288.92 Meals $228.65 Miscellaneous $29.90 Transportation $1,601.46 Total $9,598.28 Annexed hereto are the following Exhibits in support A&M s Second Interim Fee Statement: - Exhibit A Certification of Mark A. Roberts - Exhibit B Summary of Time Detail by Task - Exhibit C Summary of Time Detail by Professional - Exhibit D Summary of Time Detail by Task by Professional - - Exhibit F Summary of Expense Detail by Category - Exhibit G Expense Detail by Category
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 8 of 20 ALVAREZ & MARSAL NORTH AMERICA, LLC 1001 G Street NW, Suite 1100 West Washington, DC 20001 Telephone (202) 729-2100 Facsimile: (202) 729-2101 Financial Advisor for the Statutory Committee of Unsecured Claimholders of Westinghouse Electric Company LLC, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x : In re: : Chapter 11 : WESTINGHOUSE ELECTRIC COMPANY LLC, et al., : Case No. 17-10751 (MEW) : Debtors. 2 : (Jointly Administered) : ------------------------------------------------------------ x SECOND APPLICATION OF ALVAREZ & MARSAL NORTH AMERICA, LLC AS FINANCIAL ADVISOR FOR THE STATUTORY COMMITTEE OF UNSECURED CLAIMHOLDERS FOR INTERIM ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED FROM AUGUST 1, 2017 THROUGH AND INCLUDING NOVEMBER 30, 2017 2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (2348), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066.
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 9 of 20 TO THE HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE: Alvarez & Marsal North America, LLC ( A&M ), for its second application, pursuant to section 330(a) and 331 of title 11, United States Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedures (the Bankruptcy Rules ), and Rule 2016-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules ), for interim allowance of compensation for professional services performed by A&M as financial advisor for the Statutory Committee of Unsecured Claimholders (the Committee ), for the period commencing August 1, 2017 through and including November 30, 2017 (the Compensation Period ), and for reimbursement of its actual and necessary expenses incurred during the Compensation Period, respectfully represents: Preliminary Statement 1. A&M is proud to serve as financial advisor to the Committee in these chapter 11 cases before the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ). During the Compensation Period, A&M provided advisory services and assisted the Committee with assessing and analyzing their position in the bankruptcy process. 2. A&M s efforts to advise and assist the Committee in all facets of these cases during the Compensation Period were necessary and of substantial benefit. The professional services performed and expenses incurred were actual and necessary to preserve and protect the value of the Committees assets for the benefit of all parties in interest. In conjunction with the nature of these cases, A&M s charges for professional services performed and expenses incurred are reasonable under the applicable standards. A&M respectfully requests that the Bankruptcy
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 10 of 20 Court grant the Application and allow interim compensation for professional services performed and reimbursement for expenses as requested. 3. This Application has been prepared in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Order Pursuant to 11 U.S.C. 105(a), 330, 331, Fed. R. Bankr. P. 2016, and Local Rules 2016-1 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (ECF No.544) (the Interim Compensation Order ), the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases pursuant to Local Rules 2016-1(a) (as updated June 17, 2013) (the Local Guidelines ), and the U.S. 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, Effective November 1, 2013 (the UST Guidelines, and, together with the Local Guidelines, the Fee Guidelines ). Jurisdiction 4. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. Background 5. On March 29, 2017 (the Petition Date ), the Debtors each commenced with this Court a voluntary case under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ). The Debtors are authorized to continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. These chapter 11 cases are being jointly administered for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure ( Bankruptcy Rules ).
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 11 of 20 6. On April 7, 2017, the United States Trustee for Region 2 appointed the Official Committee of Unsecured Creditors pursuant to section 1102 of the Bankruptcy Code. 7. Information regarding the Debtors business, capital structure, and the circumstances leading to the commencement of these chapter 11 cases is set forth in the Declaration of Lisa J. Donohue Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern District of New York (ECF No. 43). The Retention of A&M 8. By order, dated July 20, 2017 (ECF No. 952) (the Retention Order ), the Court approved the Debtors application to employ A&M as financial advisor (ECF No. 794) (the Retention Application ). The Retention Order authorizes the Debtors to compensate and reimburse A&M in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the Fee Guidelines. The Retention Order also authorizes the Committee to compensate A&M at its customary hourly rates for services rendered and to reimburse A&M for its actual and necessary expenses incurred, subjection to application to this Court. Summary of Professional Compensation and Reimbursement of Expenses Requested 9. A&M seeks allowance of interim compensation for professional services performed during the Compensation Period in the amount of $1,142,500.00 and for reimbursement of expenses incurred in conjunction with the rendition of such services in the amount of $9,598.28. During the Compensation Period, A&M professionals expended a total of 1,939.5 hours in conjunction with the necessary services performed. 10. There is no agreement or understanding between A&M and any other person, other than members of the firm, for the sharing of compensation to be received for services rendered in these cases. During the Compensation Period, A&M received no payment or
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 12 of 20 promises of payment from any source for services rendered or to be rendered in any capacity whatsoever in conjunction with the matters covered by this Application (other than the Committee in accordance with the Interim Compensation Order). Since the Commencement Date, A&M has received $1,687,705.00 in fees and $13,948.48 for expenses pursuant to the Interim Compensation Order. 11. The fees charged by A&M in this case are billed in accordance with A&M s existing billing rates and procedures in effect during the Compensation Period. The rates A&M charges for the services rendered by its professionals in these chapter 11 cases generally are the same rates A&M charges for professional services rendered in comparable bankruptcy and nonbankruptcy related matters. Such fees are reasonable based on the customary compensation charged by comparably skilled practitioners in comparable bankruptcy and non-bankruptcy cases in a competitive national restructuring market. 12. A&M regularly reviews its invoices to ensure that the Debtors are only billed for actual and necessary services. 13. Annexed hereto as Exhibit A is a certification regarding compliance with the Fee Guidelines. 14. Attached hereto as Exhibit B is a summary of services performed by A&M during the Compensation Period broken down by task category, the aggregate number of hours for each category and the compensation incurred for each category. 15. Attached hereto as Exhibit C is a summary schedule of A&M professionals who have performed services for the Debtors during the Compensation Period, the capacities in which each professional is employed by A&M, the hourly rate charged by A&M for services performed by such individuals, and the aggregate number of hours expended in this matter and
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 13 of 20 fees billed thereof. Also, attached as Exhibit D is a summary schedule of time incurred by staff by task during the Compensation Period. 16. Attached hereto as Exhibit E is A&M s detailed daily time records itemized by task category for the Compensation Period using project categories hereinafter described. A&M maintains computerized records of the time spent by A&M professionals in conjunction with prosecution of these chapter 11 cases. Copies of these computerized records (subject to redaction) have been filed on the docket with A&M s monthly fee statements, furnished to the Debtors, the Bankruptcy Court, counsel for the Creditors Committee and the U.S. Trustee in the format specified by the Fee Guidelines. 17. Attached hereto as Exhibit F is a summary schedule of expenses incurred by A&M for the Compensation Period by expense category. Also, attached hereto as Exhibit G is the itemized expense items which A&M is seeking reimbursement and the total amount for each such expense category. Itemized schedules of all such expenses have been filed on the docket with A&M s monthly fee statements, provided to the Debtors, the Bankruptcy Court, counsel for the Creditors Committee, and the U.S. Trustee. 18. A&M reserves the right to request additional compensation for the Compensation Period to the extent that time or disbursement charges for services rendered or disbursements incurred related to the Compensation Period. Summary of Services by A&M During the Compensation Period 19. As described above, during the Compensation Period, A&M rendered a substantial amount of professional services to the Committee in such a way as to effectively and economically assist the Committee.
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 14 of 20 20. The following is a summary of the significant professional services rendered by A&M during the Compensation Period, organized in accordance with A&M s internal system of project or task codes. a. Analysis of Claims/Liabilities Subject to Compromise Fees: $55,300.00; Total Hours: 93.5 This category includes time assisting the Committee with claims reconciliation, damage claim calculations, critical vendor review and recovery model preparation. b. Asset/IP Sales Fees: $3,212.50; Total Hours: 5.5 This category includes time performing analysis and due diligence of various asset and liability accounts and analysis of proposed transactions for which court approval is sought. c. Business Plan Fees: $66,362.50; Total Hours: 94.0 This category includes time reviewing the ongoing business/financial plans and restructuring negotiations involving various constituencies with respect to the overall exit strategy of these chapter 11 cases. d. Case Admin Fees: $39,025.00; Total Hours: 60.0 This category includes time addressing internal case management, such as work plan development and internal team meetings. e. Cash (DIP) Budget Fees: $54,237.50; Hours: 104.0 This category includes time related to identification and review of short-term cash management; preparation and review of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis. f. Claims Fees: $2,850.00; Hours: 3.0 This category includes time related to reviewing executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation of rejection of each; analysis of creditor claims by type, entity, and individual claim.
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 15 of 20 g. Contract Analysis Fees: $3,587.50; Hours: 5.5 This category includes time preparing contract analysis for customer and vendor contracts, leases and charter agreements. h. Employee Compensation Analysis Fees: $172,512.50; Hours: 282.0 This category includes time performing employee compensation analysis including employee contracts, severance, reductions in force and KEIPs/KERP s. i. Fee Application Fees: $26,175.00; Hours: 66.5 This category includes time preparing monthly fee statements in accordance with court guidelines. j. Financial & Operational Analysis Fees: $43,725.00; Hours: 83.5 This category includes time reviewing Debtors flash reports, key performance indicators, monthly operating reports and periodic reports. k. Financing Matters (DIP, Exit, Other) Fees: $25,225.00; Hours: 34.0 This category includes time preparing financial analysis regarding various matters including DIP, exit and other ad-hoc review as requested by the committee. l. General Meetings with Debtors & Debtors Professionals Fees: $7,387.50; Hours: 14.5 This category includes time preparing for and participating in meetings and discussions concerning various matters. m. General Meetings with UCC & UCC Counsel Fees: $96,100.00; Hours: 148.0 This category includes time preparing for and participating in meetings and discussions on various matters. n. Intercompany Claims Analysis Fees: $71,100.00; Hours: 113.5 analysis. This category includes time performing intercompany pre- and post- claim
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 16 of 20 o. Plan of Reorg/Disclosure Statement Review, Negotiation & Litigation Matters Fees: $3,700.00; Hours: 4.0 This category includes time reviewing and preparing information and analysis necessary for confirmation of a plan of reorganization including information contained in the disclosure statement. p. Potential Avoidance Actions / Litigation Matters Fees: $417,637.50; Hours: 737.5 This category includes time investigating and pursuing avoidance actions, corresponding testimony and other litigation matters. q. Review of Miscellaneous Motions Fees: $25,300.00; Hours: 40 hours This category includes time reviewing miscellaneous motions including, but not limited to, wages, equity trading procedures, cash management, lien claimants, critical vendors and retention of professionals. r. SOFA & SOAL s Analysis Fees: $550.00; Hours: 1.0 SOAL s. This category includes time preparing review and analysis of the filed SOFAs and s. Travel Fees: $20,587.50; Hours: 33.0 This category includes non-working travel time billed at one-half time incurred. t. Valuation Fees: $7,925.00; Hours: 16.5 This category includes time performing analysis related to enterprise value, asset value, value allocation and corresponding testimony. 21. The foregoing professional services performed by A&M were necessary and appropriate to assist the Committee with these chapter 11 cases. The professional services performed by A&M were in the best interests of the Committee and other parties in interest. Compensation for such services as requested is commensurate with the complexity, importance, and nature of the issues and tasks involved. The professional services were performed expeditiously and efficiently.
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 17 of 20 22. The professional services performed by managing directors, senior directors, directors, managers, consultants, analyst and paraprofessional of A&M were rendered by the Restructuring, Valuation, Disputes & Investigative and Insurance Departments. 23. The professional services performed by A&M on behalf of the Committee during the Compensation Period required an aggregate expenditure of more than 1,939.5 hours by A&M professionals. Of the aggregate hours expended, 288.0 hours were expended by managing directors, 261.5 hours were expended by senior directors, 576.5 hours were expended by directors, 5.0 hours were expended by managers, 208.5 hours were expended by senior associates, 469.0 hours were expended by associates, 84.0 hours were expensed by analysts and 47.0 hours were expended by paraprofessionals. 24. During the Compensation Period, A&M billed the Committee for time expended by professionals based on hourly rates ranging from $950.00 to $300.00 per hour. Allowance for compensation in the amount requested would result in a blended hourly rate of $589.07 (based on 1,939.5 recorded hours for professionals at A&M s agreed billing rates in effect at the time of the performance of services). Actual and Necessary Disbursement by A&M 25. A&M disbursed $9,598.28 as expenses incurred in providing professional services during the Compensation Period. These expenses are reasonable and necessary and were essential to, among other things, travel to and from Committee meetings in New York City, New York and were necessary to provide the Committee assistance with the overall ongoing matters of the business in the bankruptcy process. The Requested Compensation Should be Allowed 26. Section 331 of the Bankruptcy Code provides for interim compensation of professionals and incorporates the substantive standards of section 330 to govern the Court s
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 18 of 20 award of such compensation. 11 U.S.C. 331. Section 330 provides that a Court may award a professional employed under section 327 of 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: In determining the amount of reasonable compensation to be awarded to [a] professional person, the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including (A) (B) (C) (D) (E) (F) the time spent on such services; the rates charged for such services; whether the services were necessary to the administration of, or beneficial at the time which the service was rendered toward the completion of, a case under this title; 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; with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and expertise in the bankruptcy field; and whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. Id 330(a)(3). 27. In the instant case, A&M submits that the services for which it seeks compensation and the expenditures for which it seeks reimbursement in this Application were necessary for and beneficial to the preservation and maximization of value of all stakeholders. Such services and expenditures were necessary to and in the best interests of the creditors. The compensation requested herein is reasonable in conjunction with the nature, extent, and value of such services to the Committee and all parties in interest.
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 19 of 20 28. Compensation for the foregoing services as requested is commensurate with the complexity, importance, and nature of the problems, issues, and tasks involved. The professional services were performed expediently and efficiently. 29. In sum, the services rendered by A&M were necessary and beneficial to the Committee and were consistently performed in a timely manner commensurate with the complexity, importance, and nature of the issues involved. Accordingly, approval of the compensation for professional services and reimbursement of expenses sought herein is warranted. Notice 30. Notice of this Motion has been provided to parties in interest in accordance with Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr P.1015(c), 2002(m,) and 9007 Implementing Certain Notice and Case Management Procedures (ECF No. 146) and the Interim Compensation Order. The Applicant submit that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be provided. 31. No previous request for the relief sought herein has been made by A&M to this or any other Court. Conclusion 32. A&M respectfully requests that the Court (i) award interim allowance of A&M s compensation for professional services rendered during the Compensation Period in the amount of $1,152,098.28, consisting of $1,142,500.00 in fees incurred and $9,598.28 in actual and necessary expenses incurred during the Compensation Period,
17-10751-mew Doc 2153 Filed 01/16/18 Entered 01/16/18 21:09:41 Main Document Pg 20 of 20 and that such allowance be without prejudice to A&M s right to seek additional compensation for services performed and expenses incurred during the Compensation Period, which were not processed at the time of this Application, (ii) direct payment by the Committee of the difference between the amounts allowed and any amounts previously paid Committee pursuant to the Interim Compensation Order, and (iii) grant such other and further relief as is just. Dated: December 29, 2017 ALVAREZ & MARSAL NORTH AMERICA, LLC By: /s/ Mark A. Roberts. Mark A. Roberts ALVAREZ & MARSAL NORTH AMERICA, LLC 1001 G Street NW, Suite 1100 West Washington, DC 20001 Telephone: (202) 729-2100 Facsimile: (202) 729-2101 Financial Advisor for Statutory Committee of Unsecured Claimholders of Westinghouse Electric Company LLC, et al.
17-10751-mew Doc 2153-1 Filed 01/16/18 Entered 01/16/18 21:09:41 Exhibit A- Certification Pg 1 of 5 Exhibit A Certification 1
17-10751-mew Doc 2153-1 Filed 01/16/18 Entered 01/16/18 21:09:41 Exhibit A- Certification Pg 2 of 5 ALVAREZ & MARSAL NORTH AMERICA, LLC 1001 G Street NW, Suite 1100 West Washington, DC 20001 Telephone (202) 729-2100 Facsimile: (202) 729-2101 Financial Advisor for the Statutory Committee of Unsecured Claimholders of Westinghouse Electric Company LLC, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x : In re: : Chapter 11 : WESTINGHOUSE ELECTRIC COMPANY LLC, et al., : Case No. 17-10751 (MEW) : Debtors. 3 : (Jointly Administered) : ------------------------------------------------------------ x CERTIFICATION OF MARK A. ROBERTS IN SUPPORT OF SECOND APPLICATION OF ALVAREZ & MARSAL NORTH AMERICA, LLC AS FINANCIAL ADVISOR FOR THE STATUTORY COMMITTEE OF UNSECURED CLAIMHOLDERS, FOR INTERIM ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED FROM AUGUST 1, 2017 THROUGH AND INCLUDING NOVEMBER 30, 2017 3 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (2348), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066. 2
17-10751-mew Doc 2153-1 Filed 01/16/18 Entered 01/16/18 21:09:41 Exhibit A- Certification Pg 3 of 5 I, Mark A. Roberts, hereby certify that: 1. I am a Managing Director with the applicant firm, Alvarez & Marsal North America, ( A&M ), with responsibility for assisting and advising the Statutory Committee of Unsecured Claimholders of Westinghouse Electric Company LLC, Inc. (the Committee ), and compliance with the Order Pursuant to 11 U.S.C. 105(a), 330, 33, Fed. R. Bankr. P. 2016, and Local Rule 2016-1 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (ECF No.544) (the Interim Compensation Order ), the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy cases pursuant to Local Rule 2016-1(a) (as updated June 17, 2013) (the Local Guidelines ), and the U.S. 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, effective November 1, 2013 (the UST Guidelines and, together with the Local Guidelines, the Fee Guidelines ). 2. This certification is made in conjunction with A&M s Application, dated December 29, 2017, for interim compensation and reimbursement of expenses for the period commencing August 1, 2017 through and including November 30, 2017 in accordance with the Fee Guidelines (the Application ). 3. Pursuant to section B(1) of the Local Guidelines, I certify that: a. I have read the Application; b. To the best of my knowledge, information, and belief formed after reasonable inquiry, the fee and disbursements sought fall within the Local Guidelines. 3
17-10751-mew Doc 2153-1 Filed 01/16/18 Entered 01/16/18 21:09:41 Exhibit A- Certification Pg 4 of 5 c. The fee and disbursements sought are billed at rates in accordance with those customarily charged by A&M and generally accepted by A&M clients; and d. In providing a reimbursable service, A&M does not make a profit on that service, whether the service is performed by A&M in-house or through a third party. 4. Pursuant to section B(2) of the Local Guidelines, I certify that A&M has previously provided monthly statements of A&M s fees and disbursements by filing and serving monthly statements in accordance with the Interim Compensation Order (as defined in the Application). 5. Pursuant to section B(3) of the Local Guidelines, I certify that: (a) the Debtors; (b) the chair of the Committee; and (c) the Office of the United States Trustee for the Southern District of New York will be provided with a copy of the Application concurrently with the filing thereof and will have at least 14 days to review such Application prior to any objection deadline with respect thereto. Dated: December 29, 2017 New York, New York By: /s/mark A. Roberts. Mark A. Roberts ALVAREZ & MARSAL NORTH AMERICA, LLC 1001 G Street NW, Suite 1100 West Washington, DC 20001 Telephone: (202) 729-2100 Facsimile: (202) 729-2101 Financial Advisor for Statutory Committee of Unsecured Claimholders of Westinghouse Electric Company LLC, et al. 4
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