NOTICE OF AGENDA OF MATTERS SCHEDULED FOR THE HEARING ON NOVEMBER 16, 2018 AT 11:00 A.M.

Transcription

1 PAUL, WEISS, RIFKIND WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York Telephone: +1 (212) Facsimile +1 (212) Alan W. Kornberg Kyle J. Kimpler Lauren Shumejda Counsel to Wind Down Co UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : Chapter 11 : WESTINGHOUSE ELECTRIC COMPANY : Case No (MEW) LLC, et al., : : Debtors. 1 : (Jointly Administered) : x NOTICE OF AGENDA OF MATTERS SCHEDULED FOR THE HEARING ON NOVEMBER 16, 2018 AT 11:00 A.M. Location of Hearing: United States Bankruptcy Court for the Southern District of New York, Alexander Hamilton U.S. Custom House, before the Honorable Michael E. Wiles, United States Bankruptcy Judge, Room 617, One Bowling Green, New York, NY On September 25, 2018, many of the Debtors Chapter 11 Cases were closed pursuant to the Court s Order (I) Consolidating the Administration of Certain Remaining Matters at the Lead Case; (II) Entering a Final Decree Closing Certain Affiliate Cases; and (III) Granting Related Relief [ECF No. 3956]. The Debtors in the remaining 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), Stone & Webster Services LLC (5448), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), and WECTEC Staffing Services LLC (4135). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania

2 I. UNCONTESTED MATTERS 1. Fee Applications i. Application of Alvarez & Marsal North America, LLC for Approval of Completion Fee [ECF No. 3975] A. Response Deadline: October 19, 2018 at 4:00 p.m. (Eastern Time) B. Responses Received: None. C. Related Documents: None. D. This matter is going forward on an uncontested basis. ii. Application of BDO USA, LLP, Ordinary Course Professional to the Debtors, for Entry of an Order Directing Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from April 30, 2018 through July 31, 2018 [ECF No. 3981] A. Response Deadline: October 19, 2018 at 4:00 p.m. (Eastern Time) B. Responses Received: None. C. Related Documents: a. Certificate of No Objection [ECF No. 4101] D. This matter is going forward on an uncontested basis. iii. Professional Fee Applications A. Interim and Final Applications: a. Fourth and Final Application of Togut, Segal & Segal LLP as Counsel to Debtor Toshiba Nuclear Energy Holdings (UK) Limited for (I) Interim Allowance of Compensation for Professional Services Rendered and for Reimbursement of Actual and Necessary Expenses Incurred from April 1, 2018 Through August 1, 2018; and (II) Final Allowance of All Pre-effective Date Compensation and Expenses [ECF No. 3915] b. Fourth Interim and Final Application of Weil, Gotshal & Manges LLP, as Attorneys for the Debtors, for Allowance of 2

3 Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred During (I) the Fourth Interim Compensation Period of April 1, 2018 Through and Including August 1, 2018 and (II) the Final Compensation Period of March 29, 2017 Through and Including August 1, 2018 [ECF No. 3917] c. Fourth Interim and Final Fee Application of PJT Partners LP as Investment Banker to the Debtors and Debtors-In- Possession for Allowance (and Final Approval) of Compensation for Services Rendered and for the Reimbursement of All Actual and Necessary Expenses Incurred for the Period of March 29, 2017 Through August 1, 2018 [ECF No. 3918] d. Fourth Interim Fee Application of Proskauer Rose, LLP as Counsel to Statutory Unsecured Claimholders' Committee of Westinghouse Electric Company LLC, et al., for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from April 1, 2018 Through July 31, 2018 [ECF No. 3919] e. Fourth 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 April 1, 2018 Through and Including July 31, 2018 [ECF No. 3920] f. Third Interim and Final Fee Application of Houlihan Lokey Capital, Inc., Investment Banker to the Statutory Committee of Unsecured Claimholders, for Allowance of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from June 20, 2017 Through July 31, 2018 [ECF No. 3922] g. Third Interim Fee Application of National Environmental Strategies, LLC as Governmental Consultant to Statutory Unsecured Claimholders' Committee of Westinghouse Electric Company, LLC, et al., for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from April 1, 2018 Through July 31, 2018 [ECF No. 3925] 3

4 h. Second Interim and Final Fee Application of Hayashi & Partners, as Special Counsel to Statutory Unsecured Claimholders' Committee of Westinghouse Electric Company LLC, et al., for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from September 5, 2017 Through January 31, 2018 [ECF No. 3926] i. Fourth Interim and Final Fee Application of K&L Gates LLP, as Special Counsel to the Debtors, for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred, for (I) the Fourth Interim Period from April 1, 2018 through July 31, 2018 and (II) the Final Compensation Period from March 29, 2017 through July 31, 2018 [ECF No. 3955] j. Second Interim and Final Fee Application of Ankura Consulting Group, LLC for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Consultant and Accounting Advisor to the Debtors (Filed by Ankura Consulting Group, LLC) [ECF No. 3969] k. Final 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 April 18, 2017 through and Including August 1, 2018 [ECF No. 3974] l. Final Fee Application of Proskauer Rose, LLP as Counsel to Statutory Unsecured Claimholders' Committee of Westinghouse Electric Company LLC, et al., for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from April 7, 2017 through August 1, 2018 [ECF No. 3977] m. Final Fee Application of National Environmental Strategies, LLC as Governmental Consultant to Statutory Unsecured Claimholders' Committee of Westinghouse Electric Company LLC, et al., for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred 4

5 from October 11, 2017 through July 31, 2018 [ECF No. 3979] n. Final Application of the Members of the Statutory Unsecured Claimholders' Committee of Westinghouse Electric Company LLC, et al., for Reimbursement of Actual and Necessary Expenses Incurred for the Period April 7, 2017 through August 1, 2018 [ECF No. 3980] o. Third Interim and Final Application of Milbank, Tweed, Hadley & McCloy LLP for Approval and Allowance of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses [ECF No. 3987] p. Final Fee Application by Deloitte & Touche LLP for Compensation for Services Rendered as Accounting Advisory Services Provider to the Debtors for the Period from July 17, 2017 through October 31, 2017 [ECF No. 3989] q. Final Fee Application by Deloitte Consulting LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Consulting Services Provider to the Debtors for the Period from November 28, 2017 through March 31, 2018 [ECF No. 3990] r. Final Fee Application by Deloitte Transactions and Business Analytics LLP for Compensation for Services Rendered as Valuation and Discovery Services Provider to the Debtors for the Period from March 29, 2017 through June 30, 2018 [ECF No. 3991] s. Final Fee Application of Deloitte Financial Advisory Services LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Financial Advisory Services Provider to the Debtors for the Period from March 29, 2017 through March 31, 2018 [ECF No. 3992] B. Responses Received: a. Wind Down Co's Limited Objection and Reservation of Rights with Respect to the Final Approval of all Professional Fee Applications [ECF No. 4082] 5

6 C. Related Documents: D. a. Notice of Hearing on Applications for Allowance of Compensation and Reimbursement of Expenses [ECF No. 4055] b. Certificate of No Objection Regarding Interim and Final Fee Applications [ECF No. 4094] a. The Professionals Interim and Final Fee Applications are going forward on an uncontested basis. 2. First Motion of Wind Down Co and Statutory Unsecured Claimholders Committee (I) Objecting to and (II) Seeking Estimation of Unliquidated Claims for All Purposes Under Chapter 11 Plan [ECF No. 4049] i. Response Deadline: November 9, 2018 at 4:00 p.m. (Eastern Time) ii. Responses Received: A. Declaration of Elayne Liu Regarding Response of Department of Taxation, State of Hawaii [ECF No. 4065] iii. Related Documents: A. Notice of Revised Order and Revised Schedules [ECF No. 4096] iv. This matter is going forward on an uncontested basis with respect to all affected parties with the exception of the Department of Taxation, State of Hawaii. A revised proposed form of order has been filed, and Hawaii has been removed from the proposed form of order while the parties continue to discuss an appropriate estimation of Hawaii s claims. Movants are prepared to move forward with the estimation at the hearing; however, the objection filed by Hawaii may be adjourned to another date or resolved by separate order. 3. Second Motion of Wind Down Co and Statutory Unsecured Claimholders Committee (I) Objecting to and (II) Seeking Estimation of Unliquidated Claims for All Purposes Under Chapter 11 Plan [ECF No. 4050] i. Response Deadline: November 9, 2018 at 4:00 p.m. (Eastern Time) 6

7 ii. Responses Received: A. Response, Opposition, and Request for Different Maximum Limitations by Pac-Van, Inc. [ECF No. 4070] B. Response of KEPCO Engineering & Construction Company, Inc. f/k/a Korea Power Engineering Company, Inc. [ECF No. 4078] iii. Related Documents: II. CONTESTED MATTERS A. Notice of Revised Order and Revised Schedules [ECF No. 4097] iv. This matter is going forward on an uncontested basis. 1. Wind Down Co's Motion to Enforce Order Pursuant to 11 U.S.C. 105(a) Approving Interim Assessment Agreements [ECF No. 4067] i. Response Deadline: November 9, 2018 at 4:00 p.m. (Eastern Time) ii. Responses Received: III. ADJOURNED MATTERS A. Response of Georgia Power Company [ECF No. 4089] B. Response of Brookfield WEC Holdings, Inc. [ECF No. 4090] C. Reply of Wind Down Co [ECF No. 4103] iii. Related Documents: None. iv. This matter is going forward on a contested basis. 1. Omnibus Motion of Debtors Pursuant to 11 U.S.C. 365(a) and 105(a) for Authority to Reject Certain Executory Contracts Related to the VC Summer and Vogtle Projects [ECF No. 1664], only with respect to the contracts subject to the Limited Objection of Newport News Industrial Corporation to the Omnibus Motion of Debtors Pursuant to 11 U.S.C. 365(a) and 105(a) for Authority to Reject Certain Executory Contracts Related to the VC Summer and Vogtle Projects [ECF No. 1725] 7

8 2. Motion of Southworth-Milton, Inc. for Relief from the Automatic Stay Pursuant to 11 U.S.C. 362 [ECF No. 2534] and the Motion of Southworth-Milton, Inc. for Abandonment of Debtors Interest in Property Pursuant to 11 U.S.C. 554 [ECF No. 2578] 3. Motion of Pike Engineering, LLC s for Immediate Payment of Administrative Expense Claim [ECF No. 3806] This matter has been adjourned to a date to be determined. 4. Motion of IHI Corporation for Allowance and Immediate Payment of Administrative Expense and/or Cure of Default [ECF No. 3868] 5. Wind Down Co s Thirteenth Omnibus Objection to Claims (Redundant Claims) [ECF No. 3782], regarding which a response was filed by Plumbers and Pipefitters Nation Pension Fund [ECF No. 3954], International Painters and Allied Trades Industry Pension Fund [ECF No. 3972], and United Association Union No. 322 Pension Plan [ECF No. 3971] 6. Wind Down Co s Fourteenth Omnibus Objection to Claims (Redundant Claims) [ECF No. 3783], only with respect to proofs of claim 3003 and 3040, regarding which a response was filed by American Equipment Co. [ECF No. 3959], and proofs of claim 1705 and 1734, regarding which a response was filed by Lucy Industrial [ECF No. 3957] 7. Wind Down Co s Sixteenth Omnibus Objection to Claims (No Liability Claims) [ECF No. 3794], only with respect to proof of claim 2805, regarding which a response was filed by United Association Union [ECF No. 3984], proof of claim 2773, regarding which a claim was filed by IUPAT Industry Pension Fund [ECF No. 3983], and to the response filed by Plumbers and Pipefitters Nation Pension Fund [ECF No. 3953] 8. Wind Down Co s Twenty-First Omnibus Objection to Claims (Satisfied Claims Assumed Contracts) [ECF No. 3809], only with respect to the informal responses filed by BBC Chartering GmbH & Co. KG 8

9 9. Wind Down Co s Twenty-Second Omnibus Objection to Claims (Satisfied Claims Assumed Contracts) [ECF No. 3810], only with respect to the response filed by Mizuho American Leasing LLC and MHBK (USA) Leasing & Finance LLC [ECF No. 3958] 10. Wind Down Co s Twenty-Third Omnibus Objection to Claims (No Liability Claims) [ECF No. 3811], only with respect to the response filed by Arizona Public Services Co. [ECF No. 3960] 11. KPMG LLP s Fourth Interim Application as Accounting and Financial Reporting Advisors, Tax Consultants, and Forensic Consultants for the Debtors for Allowance of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from April 1, 2018 Through August 1, 2018 [ECF No. 3931] 12. KPMG LLP s Final Fee Application as Accounting and Financial Reporting Advisors, Tax Consultants, and Forensic Consultants for the Debtors for Allowance of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from March 29, 2017 through August 1, 2018 [ECF No. 3967] 9

10 Dated: November 14, 2018 New York, New York /s/ Kyle J. Kimpler Alan W. Kornberg Kyle J. Kimpler Lauren Shumejda PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York Telephone: +1 (212) Facsimile +1 (212) Counsel to Wind Down Co 10