rdd Doc 496 Filed 12/17/13 Entered 12/17/13 14:43:56 Main Document Pg 1 of 22

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1 1 of 22 December 17, 2013 of Westchester 16 Guion Place New Rochelle, New York Attn: John Spicer Deloitte Financial Advisory Services LLP Dan Polsky 1633 Broadway 35 th Floor New York, NY USA Tel: Fax: Copy to: See Distribution List Attached Re: of Westchester, et al. (Case No ) Deloitte Financial Advisory Services LLP: October 1, 2013 October 31, 2013 Invoice Dear Mr. Spicer: Enclosed please find our invoice for services rendered from October 1, 2013 through October 31, 2013 pursuant to the Interim Order Pursuant to 11 U.S.C. 105 and 331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Dkt. No. 148]. The total invoice amount is $51, (net of $12, [20%] holdback) and includes $14.81 of expenses. Please remit check payment to the following address: OR P. O. Box Philadelphia, PA The following electronic payment submission information: Bank Name: CITIBANK ABA#: Account Name: Deloitte & Touche LLP Account #: If you have any questions regarding this invoice, please call me at (212) Deloitte FAS LLP reserves the right to amend the information included in this invoice within Deloitte FAS submission(s) of Interim and/or final Fee Applications filed with the Southern District of New York Bankruptcy Court. Very truly yours, Dan Polsky DP/ca: Enclosure 1

2 2 of 22 DISTRIBUTION LIST: of Westchester 16 Guion Place New Rochelle, New York Attn: John Spicer Alston & Bird, LLP 90 Park Avenue New York, New York Attn: Marty G. Bunin, Esq. and Craig E. Freeman, Esq. Togut, Segal & Segal One Penn Plaza New York, New York Attn: Frank Oswald, Esq. and Scott Griffin, Esq. Garfunkel Wild, P.C. 111 Great Neck Road Great Neck, New York Attn: Burton S. Weston, Esq. and Afsheen A. Shah, Esq. Lisa J. Lenderman, Esq., Deputy General Counsel, MidCap Financial, LLC 7255 Woodmont Ave., Suite 200 Bethesda, MD Office of the United States Trustee 33 Whitehall Street, 21st Floor New York, New York, Attn: Susan D. Golden, Esq. and William E. Curtin, Esq. 2

3 3 of 22 of Westchester, et al. Fees Sorted by Professional for the Fee Period October 1, October 31, 2013 Professional Level Rate Hours Fees Director $ $ 22,050.0 Manager/Vice President ,270.0 Professional Subtotal: $ 64,320.0 Total Amount of Fees Requested: $ 64, % of Fees Requested: $ 51, Total Amount of Expenses Requested: $ Total Invoiced Amount: $ 51,

4 4 of 22 of Westchester, et al. Schedule of Time Descriptions October 1, October 31, 2013 Code Category Catergory Description 1 Financial Analysis and Case Workstreams Analysis of cash flows; forecasts and variance analysis; review of financial and accounting issues/information; analysis of SOFA s and SOAL s; preparation of Committee reports, updates and work product. 2 Case Litigation and Claims Analysis and/or assistance in connection with avoidance actions, insiders/related party transactions; case pleadings; claims analysis and objection process; claims estimation and rejection damages for leases/contracts; prepare for/attend hearings, depositions 3 Plan and Disclosure Statements Assistance in connection with Plan analysis, development and/or implementation; liquidation analysis; wind down analysis and bestinterests test 4 Third Party Communications Preparation and participation in calls and/or meetings with external parties including Debtor s representatives, secured lender s professionals, purchaser professionals, the Committee and counsel, and other case participants 5 General Diligence Prepare correspondence; information requests/follow-up; other general diligence and other case-related matters 6 Project Review and Planning Work product review; project planning; review/assignment of tasks 7 Firm Retention and Internal Case Administration 8 Project Billing Preparation of Fee Applications, Monthly Fee Statements 4

5 5 of 22 of Westchester, et al. October 1, October 31, 2013 Code Category Professional Rate Hours Fees 1 Financial Analysis and Case Workstreams Berbit, A. $ $ 15, Polsky, D , Total 69.5 $ 24, Case Litigation and Claims Berbit, A. $ $ 16, Polsky, D , Total 69.3 $ 23, Third Party Communications Berbit, A. $ $ 2, Polsky, D , Total 10.2 $ 3, General Diligence Berbit, A. $ $ 4, Polsky, D Total 14.9 $ 4, Project Review and Planning Berbit, A. $ $ 1, Polsky, D , Total 10.2 $ 4, Project Billing Berbit, A. $ $ 2, Polsky, D Total 10.9 $ 3, Total Hours Total Cumulative $ 64,

6 6 of 22 EXHIBIT A DELOITTE FINANCIAL ADVISORY SERVICES FEES SUMMARY FROM OCTOBER 1, 2013 OCTOBER 31, 2013

7 7 of 22 Case Litigation and Claims 10/01/2013 Call with D. Polsky regarding potential insolvency of HANH in 2009 Call with A. Berbit regarding analysis around potential insolvency of HANH in $ /02/2013 Met with D. Polsky to review potential insolvency of HANH and MVH, accrued employee liabilities, retention of pension auditors, and more in advance of call with counsel 1.6 $ Met with A. Berbit to review potential insolvency of HANH and MVH, accrued employee liabilities, retention of pension auditors, and more in advance of call with counsel 1.6 $ /03/2013 Review of GCG claims review file 1.3 $ Analysis and edit of claims register to include in format for Committee update 2.2 $ /07/2013 Review of correspondence from C. Freeman regarding DASNY negotiations 10/10/2013 Evaluation of the employee accrual file, to analyze information related to employee assumptions based on discussion with A. Hammad 10/11/2013 Review of updated claims register provided by D. Becker of Alvarez and Marsal Correspondence with M. Bunin, C. Freeman and D. Polsky regarding Medicare appeals values Review of updated Medicare appeals file provided by M. Terrano on 10/11 Research based on Allinia Medicare appeals along with DSH appeals, to understand value allocation Call with D. Polsky to update progress on Medicare appeals valuation and other claims workstreams 1.2 $ $ Conversation with A. Berbit regarding Medicare appeals valuation and other claims-related workstreams 0.7 $ Review Medicare appeals file from counsel in connection with understanding claims valuation 0.3 $150.00

8 8 of 22 Case Litigation and Claims 10/14/2013 Call with D. Polsky regarding nursing home valuation 0.6 $ Call with H. Calzada and D. Polsky regarding nursing home valuation issues 0.6 $ Review of updated claims file sent by D. Becker of Alvarez 1.4 $ Review of updated Medicare appeals file provided by M. Terrano 0.9 $ Conversation with A. Berbit regarding nursing home valuation 0.6 Call with H. Calzada and D. Polsky regarding nursing home valuation issues in connection with secured lender negotiations /15/2013 Call with D. Polsky and S. Gottlieb (Deloitte Valuation) regarding values of Debtors' properties in $ Correspondence with D. Becker of Alvarez regarding claims Correspondence with H. Calzada, S. Gottlieb and D. Polsky regarding nursing home valuation 0.1 $30.00 Discussion with D. Polsky on valuation of nursing home, approach and use of audited financial statements 1.2 $ Call with A. Berbit and S. Gottlieb (Deloitte Valuation) regarding value of Debtors' properties in Discussion with A. Berbit regarding valuation of nursing home, approach and use of audited financial statements 1.2 $ /16/2013 Call with H. Calzada, S. Gottlieb and D. Polsky regarding nursing home valuation Call with D. Polsky regarding nursing home valuation analysis and issues Review of appraisal reports provided to support insolvency analysis 1.3 $ Review of Metropolitan appraisal report of Sound Shore Hospital Correspondence with S. Gottlieb, H. Calzada and D. Polsky regarding insolvency analysis and status 0.6 $180.00

9 9 of 22 Case Litigation and Claims 10/16/2013 Discussion with D. Polsky on insolvency approach, appraisals and additional related workstreams Conversation with A. Berbit regarding insolvency analysis, appraisals and additional related workstreams 1.1 $ Call with H. Calzada, S. Gottlieb and A. Berbit regarding nursing home valuation 0.7 $ Call with A. Berbit regarding nursing home valuation analysis and issues 0.8 $ /17/2013 Review of employee accruals file in preparation for discussion with Debtor 10/18/2013 Call with D. Becker regarding PBGC's based claim Prepared analysis related to Allscripts claims 1.7 $ /21/2013 Call with C. Freeman regarding Allscripts claims and employee liabilities Call with C. Freeman regarding follow-up to Allscripts discussion 0.2 $60.00 Prepare analyses of potential insolvency in connection with DASNY loans to entities 2.7 $ /23/2013 Call with C. Freeman and M. Bunin regarding Allscripts payments 0.1 $30.00 Review of file sent by M. Terrano with Allscripts payment details Compilate excel report from hard copy data provided by M. Terrano regarding Allscripts 0.9 $ /24/2013 Review Stipulation and Complaint in connection with Committee Standing to bring actions against secured creditors 0.8 $ /25/2013 Call with C. Freeman regarding PBGC and DASNY loan reviews Review of previously created PBGC interest calculation, including verification with review of contract 1.3 $390.00

10 10 of 22 Case Litigation and Claims 10/25/2013 Review preliminary analyses in connection with PBGC claim/ interest calculations 0.3 $ Review correspondence from Committee counsel in connection with ongoing discussions with DASNY and PBGC regarding lien review and related claims 0.2 $ Review draft Committee Complaint in connection with PBGC's secured claims 0.2 $ /28/2013 Call with C. Freeman regarding PBGC and Allscripts claims 0.9 $ Correspondence with D. Polsky on PBGC claim analysis and discussions with counsel and PBGC representatives Prepare analysis of PBGC claims in preparation for call with PBGC on their claim value 2.7 $ Correspondence with W. Owen from PBGC regarding claims Correspondence with C. Freeman regarding Sound Shore Claim Call with PBGC's W. Owen and group regarding Claim Follow-up call with C. Freeman regarding PBGC call 0.2 $60.00 Prepare iterations of PBGC claim analysis based on discussions with PBGC and distribute to PBGC for further discussion Correspondence with C. Freeman regarding SSMC claim amount Correspondence with A. Berbit regarding PBGC claims analysis and note schedules 0.4 $ Review PBGC claims analysis and various revised note schedules 0.7 $ /29/2013 Analysis of updated employee accrual file provided by Debtor professionals 2.2 $ Correspondence related to employee accrual file with Debtor professionals 0.5 $ Correspondence related to employee accrual file with UCC and Committee counsel

11 11 of 22 Case Litigation and Claims 10/29/2013 Correspondence with C. Freeman regarding DASNY claim balance Review of PBGC Stipulation provided by UCC Counsel Review of DASNY Stipulation provided by UCC Counsel Provided comments to C. Freeman regarding DASNY and PBGC Stipulations Call with C. Freeman and D. Polsky regarding employee accruals 0.5 $ Conversation with C. Freeman and A. Berbit regarding employee claims accruals 0.5 $ /30/2013 Call with A. Hammad and D. Polsky regarding employee accruals Call with D. Polsky regarding employee accrual workstreams Call with N. Perilstein (internal Deloitte specialist) and D. Polsky regarding Medicare appeals Correspondence including Medicare appeal information sent to N. Perilstein Correspondence with M. Terrano regarding employee accruals 0.2 $60.00 Correspondence with C. Freeman regarding employee accrual processes Call with N. Perilstein (Medicare specialist) and A. Berbit regarding Medicare appeals 0.4 $ Call with A. Hammad and A. Berbit regarding employee accruals 0.3 $ Call with A. Berbit regarding employee accrual workstreams 0.4 $ /31/2013 Call with D. Polsky and M. Terrano regarding employee accruals and Medicare issues for closing and post-closing calculations Call with D. Polsky following-up the call with M. Terrano with a plan how to approach employee liabilities and Medicare 0.6 $ Review of sick time policy documents provided by A. Hammad

12 12 of 22 Case Litigation and Claims 10/31/2013 Correspondence with C. Freeman regarding Medicare appeals 0.5 $ Detailed review of updated Medicare file provided by C. Freeman 1.4 $ Correspondence sent to M. Spehar, internal Deloitte specialist, regarding DSH-based Medicare appeals 0.6 $ Correspondence with A. Hammad regarding employee accruals Review of CBAs and Handbook to compare summary sick time analyses with contracts Call with A. Berbit to follow-up call with M. Terrano for approach to employee liabilities and Medicare appeals 0.8 $ Review employee sick time and PTO files provided by the debtor 0.2 $ Conversation with A. Berbit and M. Terrano regarding employee accrual calculations and Medicare/CMS closing issues 0.6 Subtotal for Case Litigation and Claims: 69.3 $23, Financial Analysis and Case Workstreams 10/01/2013 Review of updated Medicare appeals file provided by M. Terrano 0.9 $ Initial review of updated employee accruals file provided by M. Terrano Update to waterfall analysis based on information received during the prior two weeks Update to budget to actual variance analysis model with week ending September 27, 2013 cash flow detail 1.4 $ Edit of budget to actual analysis file for input into Committee financial update First draft of Committee report for distribution during the week ending October 4, $ Review weekly cash flow and variance analysis for the week ended 9/27/ $ Review files for employee accruals and Medicare appeals provided by the debtor 0.2 $100.00

13 13 of 22 Financial Analysis and Case Workstreams 10/02/2013 Review of Cushman appraisals of MVH and HANH and property condition reports for the facilities 1.4 $ Met with D. Polsky regarding updates and analyses in connection with draft Committee update report 2.2 $ Met with D. Polsky regarding waterfall update Review appraisals (Cushman & Wakefield) and property condition reports (IVI) for the debtors' facilities. 1.2 $ Met with A. Berbit regarding updates and analyses in connection with draft Committee update report 2.2 $1, Met with A. Berbit regarding preliminary waterfall update 1.1 $ /03/2013 Met with D. Polsky to review pension audit process Met with D. Polsky to discuss updates to next Committee report 1.7 $ Creation of financial statement worksheet with data for inclusion in Committee update 2.3 $ Met with A. Berbit to review pension audit process 0.8 $ Met with A. Berbit to discuss revisions to next Committee draft update report 1.7 $ /04/2013 Prepared Balance Sheet analysis for for SSMC 2.1 $ Prepared Balance Sheet analysis for for MVH 1.9 $ Update of draft Committee report to include summary financial statement analysis for SSMC 1.3 $ Update of draft Committee report to include summary financial statements analysis for MVH 1.4 $ Review and revise Committee presentation in advance of distribution to Committee members 1.3 $ Review revised draft report to the Committee 0.7 $350.00

14 14 of 22 Financial Analysis and Case Workstreams 10/07/2013 Review weekly cash flow and variance analysis for the week ended 10/4/ $ /08/2013 Review weekly cash flow and variance report and integrate into model for Committee update 0.9 $ /09/2013 Analysis of budget to actual cash flow information for week ended 10/4/ $ Update to draft Committee presentation for current budget to actual information 1.9 $ Review revised draft report to the Committee 0.3 $ /14/2013 Detailed review of Montefiore SSHS appraisal 1.3 $ Finalized 10/14/13 Committee update report through various editing and working sessions 1.9 $ Call with D. Polsky regarding Committee report of 10/14/13 Call with A. Berbit regarding completion and issuance of Committee report of 10/14/ $ /15/2013 Review cash flow and variance analysis for the week ended 10/11/ $ /18/2013 Discussion with D. Polsky regarding UCC update planned for 10/23 Discussion with A. Berbit regarding outline of Committee update report for the 10/23/13 UCC meeting 1.1 $ /21/2013 Met with D. Polsky regarding UCC report, professional fee accruals and general update regarding conversations with Alston & Bird Update budget analysis based on the week ending 10/11/13 and prepare additional analysis for week ending 10/18/13 for draft report 1.9 $ Met with D. Polsky to discuss upcoming 10/23/13 UCC meeting and outline of financial presentation 1.6 $480.00

15 15 of 22 Financial Analysis and Case Workstreams 10/21/2013 Met with A. Berbit regarding 10/23/13 UCC meeting and outline of financial presentation 1.6 $ Met with A. Berbit regarding draft report and general case update 1.1 $ Review cash flow and variance analysis for the week ended 10/18/ $ /22/2013 Update draft Committee report in preparation for D. Polsky review 2.8 $ Prepare commentary in draft UCC deck with updated budget data 1.2 $ Edits to draft UCC deck with updates after review from D. Polsky 1.6 $ Update budget analysis based on the week ending 10/18/13 cash flow and variance data Review revised draft report to the Committee and provide final edits for distribution to counsel 1.2 $ Review draft report to the Committee and prepare edits and comments for additional information 1.8 $ /23/2013 Finalize draft UCC report with feedback from counsel, and circulate to Committee Preparation for UCC call with review of Deloitte 10/15/13 presentation, and follow-up on additional items on proposed agenda 1.2 $ Prepare for Committee conference call presentation including primary speaking points 0.6 Participate on conference call with the Committee and counsel regarding case update, financial issues, sale process and other matters 1.4 $ /29/2013 Review of file related to cash collateral budget extension to accommodate sale timing 1.3 $ Review weekly cash flow and variance analysis for the week ended 10/25/ $ /30/2013 Detailed review of proposed cash collateral budget and extension; provided comments to C. Freeman and D. Polsky 2.1 $ Update to cash flow and variance analysis model with actual information for the week ending 10/18/13 and updated projections 1.6 $ Subtotal for Financial Analysis and Case Workstreams: 69.5 $24,610.00

16 16 of 22 General Diligence 10/02/2013 Correspondence with internal Deloitte relationships to determine the appropriate contact for pension audit expertise 10/09/2013 Conversation with D. Polsky regarding Committee update and outstanding diligence items Prepare comprehensive due diligence list for Alvarez & Marsal 1.2 $ Draft correspondence to A. Hammad regarding diligence needed and rationale/order of priorities 0.6 $ Review diligence request list for debtors and discuss with A. Berbit 0.7 $ /10/2013 Follow-up correspondence with A. Hammad based on call on 10/10/13 with additional requests 0.6 $ Review of the docket to determine the impact of latest filings 0.9 $ /14/2013 Correspondence draft to Steve Gottlieb of Deloitte with information necessary for nursing home solvency review Correspondence draft to Hector Calzada of Deloitte with information necessary for nursing home solvency review 10/15/2013 Prepare correspondence to the UCC in connection with 10/15/13 Committee update report 0.6 $ Correspondence with M. Terrano regarding Deloitte FAS invoices for fee statements Multiple correspondence with M. Terrano regarding pension audit concerns 10/18/2013 Correspondence with C. Freeman regarding UCC call scheduled for 10/23/13 10/21/2013 Review Patient Care Ombudsman's second report 0.2 $ /22/2013 Correspondence with C. Freeman and M. Bunin regarding 10/23 UCC Call 0.6 $180.00

17 17 of 22 General Diligence 10/22/2013 Correspondence with M. Terrano regarding Pension Audits Correspondence with D. Becker of Alvarez regarding employee accruals 10/24/2013 Correspondence with M. Terrano regarding updates on due diligence request items 10/25/2013 Correspondence with D. Becker and M. Terrano regarding employee accruals 10/29/2013 Correspondence with C. Freeman regarding discussions with F. Oswald and B. Weston 10/30/2013 Review of NYSNA collective bargaining agreement for MVH 1.2 $ Review of 1199 collective bargaining agreement for SSMC 1.3 $ /31/2013 Review of docket to evaluate any final sale closing items Review of correspondence from C. Freeman regarding Sale Closing timeframe Subtotal for General Diligence: 14.9 $4, Project Review and Planning 10/10/2013 Call with D. Polsky with update from calls with A. Hammad and C. Freeman, and general update on multiple workstreams included employee accruals and secured claim analyses and next steps 1.9 $ Conversation with A. Berbit regarding update from calls with A. Hammad and C. Freeman, and general update on multiple workstreams included employee accruals and secured claim analyses and next steps 1.9 $ /17/2013 Met with D. Polsky to review workstreams, fees/invoices, status of secured debt analyses and other analyses 1.6 $ Met with A. Berbit to review workstreams, fee invoices and status, secured debt analyses and other ongoing efforts 1.6 $800.00

18 18 of 22 Project Review and Planning 10/29/2013 Met with D. Polsky regarding sale closing, case worksteams and related analyses 1.6 $ Met with A. Berbit regarding sale closing, case worksteams and related analyses 1.6 $ Subtotal for Project Review and Planning: 10.2 $4, Third Party Communications 10/01/2013 Call with M. Bunin and C. Freeman regarding DASNY claims, employee accruals and Medicare status 0.5 $ /02/2013 Call with C. Freeman, M. Bunin and D. Polsky regarding accrued employee liabilities, Medicare appeals and DASNY negotiations Call with C. Freeman, M. Bunin and A. Berbit regarding accrued employee liabilities, Medicare appeals and DASNY claim 1.1 $ /07/2013 Call with C. Freeman, M. Bunin and D. Polsky regarding solvency analysis of HANH in 2009 Call with C. Freeman, M. Bunin and A. Berbit regarding solvency analysis of HANH in $ /10/2013 Call with A. Hammad and D. Becker regarding outstanding diligence items list Call from C. Freeman regarding secured claims, employee accruals and outstanding diligence items 10/15/2013 Phone call with C. Freeman to discuss DASNY, Medicare Appeals and Committee report 10/16/2013 Call with C. Freeman to discuss status of valuation and insolvency analyses 0.2 $60.00 Call with C. Freeman, M. Bunin and D. Polsky regarding nursing home solvency Conference call with C. Freeman, M. Bunin and A. Berbit regarding nursing home solvency analyses and issues 1.1 $ /17/2013 Call with C. Freeman regarding pension audits 0.1 $30.00

19 19 of 22 Third Party Communications 10/23/2013 Call with C. Freeman regarding pension audit professional retention 0.1 $30.00 Participate on Committee call to discuss multiple open issues in advance of sale 1.4 $ Subtotal for Third Party Communications: 10.2 $3, Project Billing 10/01/2013 Finalize fee statement for D. Polsky to provide to working group Finalize and distribute fee statement to notice list 0.4 $ /07/2013 Begin preparation of September 2013 monthly fee statement 1.2 $ /08/2013 Update draft fee statement for September $ /10/2013 Review and update to draft September 2013 fee statement 1.2 $ /18/2013 Review and revise draft September monthly fee statement 10/21/2013 Prepared invoice in connection with June-September 2013 Fee Statement 0.2 $ /22/2013 Review and revise September 2013 draft monthly fee statement 10/23/2013 Finalize September monthly fee statement and circulate to D. Polsky for final sign off Circulation of Deloitte FAS September 2013 Monthly Fee Statement to L. Salcedo (Alston & Bird) for filing 0.2 $60.00 Review and update to draft September 2013 fee statement 1.6 $ Review and finalize September 2013 monthly fee statement for filing /24/2013 Processing of invoice associated with First Interim fee application; correspondence with D. Polsky and internal administrative team

20 20 of 22 Project Billing 10/24/2013 Finalize invoice and internal billing administration 0.2 $ Subtotal for Project Billing: 10.9 $3, Total $64, Recapitulation Name Rate Hours Fees 44.1 $22, $42,270.00

21 21 of 22 EXHIBIT B DELOITTE FINANCIAL ADVISORY SERVICES EXPENSES SUMMARY FROM OCTOBER 1, 2013 OCTOBER 31, 2013

22 22 of 22 Category Date Description Amount Telephone, Conference Expenses Sorted by Category for the Fee Period 10/02/2013 Conference call with C. Freeman, M. Bunin and D. Polsky regarding nursing home 10/03/2013 Conference call with M. Terrano and D. Polsky regarding Pension Audits 10/07/2013 Conference call with C. Freeman and D. Polsky regarding Secured Debt analysis 10/14/2013 Conference call with H. Calzado and D. Polsky regarding Nursing Home Valuation 10/15/2013 Conference call with S. Gotlieb and D. Polsky regarding Nursing Home Valuation 10/16/2013 Conference call regarding nursing home valuation with H. Calzado, S. Gottlieb, and D. Polsky 10/28/2013 Conference call with D. Polsky regarding PBGC calculation of secured claims 10/28/2013 Conference call with D. Polsky and M. Terrano regarding employee accruals 10/30/2013 Conference call with D. Polsky and N. Perilstein regarding CMS appeals Subtotal for Telephone, Conference: $14.81 Total $14.81 $2.19 $0.13 $2.33 $2.16 $1.48 $4.23 $0.03 $1.46 $0.80 Recapitulation Category Amount Telephone, Conference $14.81