mew Doc 1390 Filed 09/22/17 Entered 09/22/17 14:27:53 Main Document Pg 1 of 8

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1 Pg 1 of 8 Objection Deadline: October 4, 2017 at 4:00 p.m. (Prevailing Eastern Time) UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re: : Chapter 11 : WESTINGHOUSE ELECTRIC COMPANY LLC, et al., : Case No (SMB : Debtors. 1 : (Jointly Administered) : x THIRD MONTHLY FEE STATEMENT OF ALVAREZ & MARSAL NORTH AMERICA, LLC FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS FINANCIAL ADVISOR TO THE STATUTORY COMMITTEE OF UNSECURED CLAIMHOLDERS FOR THE PERIOD FROM AUGUST 1, 2017 THROUGH AUGUST 31, 2017 Name of applicant: Authorized to provide professional services to: Alvarez & Marsal North America, LLC Statutory Committee of Unsecured Claimholders Date of retention: Nunc p ro tunc to April 18, 2017 Period for which compensation and reimbursement is sought: August 1,2017 August 3 1, 2017 Amount of compensation requested: $ 3 0 4, Amount of expense reimbursement requested: $ This is a monthly fee application 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

2 Pg 2 of 8 Alvarez & Marsal North America, LLC ( A&M ), financial advisor to the Statutory Committee of Unsecured Claimholders (the Claimholders Committee ) of Westinghouse Electric Company LLC and certain of its affiliated debtors and debtors in possession in these chapter 11 cases (collectively, the Debtors ), hereby submits this monthly fee statement (the Fee Statement ), pursuant to this Court s Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated May 24, 2017 (the Interim Compensation Order ) and this Court s Order Under Sections 328(A) and 1103(a) of the Bankruptcy Code, Rule of the Bankruptcy Rules and Local Rule Nunc Pro Tunc, Authorizing Retention and Employment of Alvarez & Marsal North America, LLC as Financial Advisor to the Statutory Committee of Unsecured Claimholders of Westinghouse Electric Company LLC, et al., effective as of April 18, 2017, dated July 20, 2017, seeking compensation and reimbursement of expenses for the period of August 1, 2017 through August 31, 2017 (the Third Monthly Period ). By this Fee Statement, A&M seeks (i) payment of $243, which is equal to eighty percent (80%) of the total amount of compensation sought for actual and necessary professional services rendered during the Third Monthly Period (i.e., $304,100.00), and (ii) reimbursement of $ which is equal to one hundred percent (100%) of its actual and necessary expenses incurred in association with such services. Attached hereto as Exhibits A-C are summary reports outlining the hours and fees worked by task, hours and fees worked by professional and hours and fees work by task by professional for the Third Monthly Period. Also, attached as Exhibit D, are time entry records for the Third Monthly Period that were recorded in half hour increments by project task, maintained in the ordinary course of A&M s practice, and that set forth a detailed 2

3 Pg 3 of 8 description of services performed by each professional on behalf of the Committee. A summary of compensation sought by project category is provided below. Attached hereto as Exhibit E-F are summary reports of expenses incurred by category and itemized expense records of all expenses for the Third Monthly Period incurred in association with the performance of professional services. A summary of reimbursement sought by expense type is provided below. This Fee Statement also includes a billing summary by individual, setting forth the (i) name and title of each professional for whose work on these cases compensation is sought, (ii) aggregate time expended by each such individual and (iii) hourly billing rate for each such individual at A&M s current billing rates. 3

4 Pg 4 of 8 SUMMARY OF RATE AND FEES BY PROFESSIONAL DURING PERIOD FROM AUGUST 1, 2017 THROUGH AUGUST 31, 2017 Name of Professional Position Rate Total Hours Total Fees (Prior to Holdback) Ray Dombrowski Managing Director $ $32, JD Ivy Managing Director $ $21, William Abington Managing Director $ $14, John Paul Anderson Senior Director $ $35, Rich Newman Senior Director $ $1, Gary Gooch Director $ $36, Hamish Allanson Director $ $36, Kim Smajilovic Director $ $35, James Kwon Senior Associate $ $9, Ryan Wells Senior Associate $ $17, Nathan Aguiar Senior Associate $ $18, James Silverwood Associate $ $28, Rachel Ryu Analyst $ $10, Mary Napoliello Paraprofessional $ $3, Total $304, Blended Rate $

5 Pg 5 of 8 TASK BY CATEGORY PERIOD FROM AUGUST 1, 2017 THROUGH AUGUST 31, 2017 Total Task Code Analysis of Claims/Liabilities Subject to Compromise Asset/IP Sale Business Plan Case Admin Cash (DIP) Budget Employee Compensation Analysis Fee Application Financial & Operational Analysis Financing Matters (DIP, Exit, Other) General Meetings with Debtor & Debtors' Professionals General Meetings with UCC & UCC Counsel 5 Description Claims reconciliation, damage claims calculations, critical vendor review and recovery model preparation. Asset 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. 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). Address financing issues including DIP financing review 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). Hours Total Fees Requested 7.5 5, $14, $16, $103, $6, $10, $ $1, $32, Intercompany Claims Analysis Includes pre- and post-petition analysis $64, Potential Avoidance Actions/Litigation Matters Review of Miscellaneous Motions 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 $40, $8, SOFAs & SOALs Analysis Perform SOFA and SOAL review and prepare financial 1.0 $ analysis thereof. Travel Non-working travel time to be billed at one-half total 5.5 $2, travel time. Total $304, Blended Rate $603.97

6 Pg 6 of 8 SUMMARY OF EXPENSES PERIOD FROM AUGUST 1, 2017 THROUGH AUGUST 31, 2017 Expense Category Service Provider (if applicable) Amount Airfare Various $ Transportation Various $ Total $

7 Pg 7 of 8 Notice No trustee or examiner has been appointed in these chapter 11 cases. Pursuant to the Interim Compensation Order, notice of this Fee Statement has been served upon: (1) the Chambers of the Honorable Michael E. Wiles, United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004; (2) the Debtors c/o Westinghouse Electric Company LLC, 1000 Westinghouse Drive, Cranberry Township, Pennsylvania (Attn: Michael Sweeney, Esq.); (3) the attorneys for the Debtors, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY (Attn: Gary T. Holtzer, Esq., Robert J. Lemons, Esq., and Garrett A. Fail, Esq.); (4) the attorneys to Debtor Toshiba Nuclear Energy Holdings (UK) Limited, Togut, Segal & Segal LLP, One Penn Plaza, Suite 3335, New York, NY (Attn: Albert Togut, Esq.); (5) the U.S. Trustee, 201 Varick Street, Suite 1006, New York, NY (Attn: Paul Schwartzberg, Esq.); (6) the attorneys for the DIP Lenders, (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY (Attn: Jeffrey D. Saferstein, Esq.) and (ii) Paul, Weiss, Rifkind, Wharton & Garrison LLP, 2001 K Street, NW, Washington, DC (Attn: Claudia R. Tobler, Esq.); A&M submits that, in light of the relief requested, no other or further notice need be provided. 7

8 Pg 8 of 8 WHEREFORE, A&M respectfully requests payment and reimbursement in accordance with the procedures set forth in the Interim Compensation Order, i.e., payment of $243, which represents eighty percent (80%) of the compensation sought, and reimbursement of one hundred percent (100%) of expenses incurred, in the amount of $356.74, in the total amount of $243, Dated: August 19, 2017 ALVAREZ & MARSAL NORTH AMERICA, LLC By: /s/ Ray Dombrowski Ray Dombrowski ALVAREZ & MARSAL NORTH AMERICA, LLC 600 Madison Avenue, 8th Floor New York, New York Telephone: (609) Facsimile: (212) Financial Advisor for Statutory Committee of Unsecured Claimholders of Westinghouse Electric Company LLC, et al. 8