Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 1 of 87

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1 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 1 of 87 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION x : In re: : Chapter 11 : CHC GROUP LTD. et al., : Case No (BJH) : : Debtors. : (Jointly Administered) : x COVER SHEET OF SEVENTH MONTHLY FEE APPLICATION OF PRICEWATERHOUSECOOPERS LLP FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS ACCOUNTING AND TAX ADVISOR FOR THE DEBTORS FOR THE PERIOD DECEMBER 1, 2016 THROUGH DECEMBER 31, 2016 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought: Approved by Interim Order to Date: Expenses Allowed by Interim Order to Date: Amount of Fees sought as actual, reasonable and necessary: Amount of Fees sought less 20% holdback: Amount of Expense Reimbursement sought as actual, reasonable and necessary: PricewaterhouseCoopers LLP ("PwC") CHC Group Ltd, and its above-captioned debtor affiliates, as debtors and debtors in possession Effective nunc pro tunc to May 5, 2016 (order entered July 26, 2016, Docket No. 680) December 1, 2016 through December 31, 2016 (the "Fee Period") 1 $887, $ 19, $589, $471, $ 7, The applicant reserves the right to include any time expended in the period indicated above in future application(s) if it is not included herein. 1

2 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 2 of 87 SUMMARY OF FEE SUMMARY This is the Seventh Monthly Fee Application filed by PwC. App No Filing Period 05/05/ /30/ /01/ /31/ /01/ /31/ /01/ /30/ /01/ /31/ /01/ /31/2016 Fees Requested Expenses Requested Fees Previously Allowed Expenses Previously Allowed Fees Pending (20%) $266, $11, $265, $11, $0.00 $91, $3, $91, $3, $0.00 $529, $4, $529, $4, $0.00 $390, $4, $312, $4, $78, $336, $ $268, $ $67, $589, $80.38 $471, $80.38 $117, s $2,203, $23, $1,674, $23, $263, SUMMARY BY PROJECT AND PROFESSIONAL Project Category and Professional Position Hourly Services Restructuring Services Rajeeb Das Senior Managing Director $ $1, Aaron T Pocklington Director $ $13, John Page Luster Associate $ $2, Subtotal - Restructuring Services $17, Tax Consulting Services Jeremy Rayner Partner $ $3, Chris Jackson Partner $ $2, David Earl Partner $ $7, James J Mastroianni Partner $ $2, Martina Maria Walt Partner $ $ William Renehan Partner $ $12, Timothy R Fox Partner $ $19, Costa Koutsis Partner $ $1, Fees were voluntarily reduced by $ after discussions with the United States Trustee. 3 Expenses were voluntarily reduced by $65.65 after discussions with the United States Trustee. 2

3 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 3 of 87 Project Category and Professional Position Tax Consulting Services - continued Matthew Strauch Partner $ $ Fabien Hautier Partner $ $3, Brian Leonard Partner $ $3, Auke Lamers Partner $ $ Peter Dale Partner $ $3, Thorstad Hilde Partner $ $6, Gloria Eduardo Partner $ $1, Nadine Tinen Partner $ $ Serge Mezhburd Senior Managing Director $ $28, Jessica Wai-Ying Wong Director $ $15, Denis Brian Murphy Director $ $8, Arjan Xander Fundter Director $ $1, Cherie Ratna Natalia Mulyono Director $ $11, Sarah Drago Director $ $71, Chantal Braquet Director $ $2, Stefan Alexandru Cernat Director $ $13, Michael Barnett Director $ $3, Daniel Lutz Director $ $7, Kobus Nieuwoudt Senior Manager $ $7, Sebastian Knoll Senior Manager $ $1, Andrew Richardson Senior Manager $ $18, Sophia Weekes Senior Manager $ $ Bernard Noutsawa Senior Manager $ $1, Jan Lednik Manager $ $1, Damien Brunet Manager $ $ Sven Kuipers Manager $ $3, Yvo Oudman Manager $ $ Kliukaite Lina Manager $ $11, Laura Meade Manager $ $1, Laurel Odle Manager $ $2, Sara Knowles Senior Associate $ $117, Matthew T Conway Senior Associate $ $49, Brice Roussel Senior Associate $ $2, Hugues Didelot Senior Associate $ $6, Leendert Kloot Senior Associate $ $2, Nguy Blaise Feindjom Senior Associate $ $2,

4 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 4 of 87 Project Category and Professional Position Tax Consulting Services - continued Kristin N Torres Associate $ $16, Michael A Recchia Associate $ $14, Yuting Hsiao Associate $ $57, Chris Skipsey Associate $ $4, Bas Bogaarts Associate $ $2, Alejandro Redondo Rivera Associate $ $2, Claire Doyle Associate $ $ Subtotal - Tax Consulting Services $564, Subtotal - and - Hourly Services $581, Case Administration Bankruptcy Requirements and Other Court Obligations Andrea Clark Smith Director (Bankruptcy) $ $3, Chad William Brown Associate (Bankruptcy) $ $3, Subtotal - Bankruptcy Requirements and Other Court Obligations $7, Subtotal - and - Case Administration $7, and Sought for Reimbursement $589, SUMMARY BY PROJECT Project Category and Billing Category Hourly Services Restructuring Services Bankruptcy Accounting Advisory $17, Subtotal - Restructuring Services $17, Tax Consulting Services International Tax Services $564, Subtotal - Tax Consulting Services $564, Subtotal - and - Hourly Services $581, Case Administration Bankruptcy Requirements and Other Court Obligations Monthly, Interim and Final Fee Applications $7, Subtotal - Bankruptcy Requirements and Other Court Obligations $7, Subtotal - and - Case Administration $7, and Sought for Reimbursement $589,

5 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 5 of 87 Transaction Type by Project Hourly Services Restructuring Services SUMMARY OF EXPENSE BY TYPE Expenditures Airfare $2, Lodging $1, Meals $ Mileage Allowance $18.90 Parking $ Public/Ground Transportation $ Rental Car $47.05 Subtotal - Restructuring Services $4, Tax Consulting Services Airfare $ Lodging $ Meals $1, Public/Ground Transportation $1, Subtotal - Tax Consulting Services $3, Subtotal - Expenditures Sought for Hourly Services $7, Expenditures Sought for Reimbursement $7,

6 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 6 of 87 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION x : In re: : Chapter 11 : CHC GROUP LTD. et al., : Case No (BJH) : : Debtors. : (Jointly Administered) : x SEVENTH MONTHLY FEE APPLICATION OF PRICEWATERHOUSECOOPERS LLP FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS ACCOUNTING AND TAX ADVISOR FOR THE DEBTORS FOR THE PERIOD DECEMBER 1, 2016 THROUGH DECEMBER 31, 2016 Pursuant to sections 105(a), 330, and 331 of title 11 of the United States Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Rule of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Northern District of Texas, Appendix F to the Local Bankruptcy Rules of the United States Bankruptcy Court for the Northern District of Texas (the Local Rules ), and the Court s Order Establishing Procedures for Interim and Reimbursement of Expenses of Professionals Pursuant to Sections 105(a), 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016 and Local Rule [Docket No. 291] (the Interim Procedures Order ), PricewaterhouseCoopers LLP ( PwC ), accounting and tax advisor for CHC Group Ltd. and its above-captioned debtor affiliates, as debtors and debtors in possession (collectively, the Debtors ), hereby files this seventh monthly fee application (the Monthly Fee Application ) for payment of compensation for professional services rendered to the Debtors and for reimbursement of actual and necessary expenses incurred in connection 6

7 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 7 of 87 therewith for the period commencing December 1, 2016 through and including December 31, 2016 (the Fee Period ). In support of the Monthly Fee Application, PwC respectfully represents as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and 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 and BACKGROUND 2. On May 5, 2016 (the Petition Date ), each of the Debtors commenced a voluntary case under chapter 11 of the Bankruptcy Code in this Court. The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 3. The Debtors chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b) and Local Rule On June 8, 2016, the Debtors filed the Application of Debtors for entry of an order authorizing employment and retention of PricewaterhouseCoopers LLP as Accounting and Tax Advisor to the Debtors Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, Local Rules and , and for a Waiver of Certain Information Requirements Pursuant to the Local Rules, nunc pro tunc to the Petition Date (the Retention Application ) [Docket No. 277]. 5. On July 26, 2016, the Court entered Order Authorizing Debtors Employment and Retention of PricewaterhouseCoopers LLP as Accounting and Tax Advisor to the Debtors Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy 7

8 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 8 of 87 Rules 2014(a) and 2016, Local Rules and , and for a Waiver of Certain Information Requirements Pursuant to the Local Rules, nunc pro tunc to the Petition Date (the Retention Order ) [Docket No. 680]. 6. On August 17, 2016, PwC filed a Supplemental Declaration of James J. Mastroianni in Support of Debtors Application of Debtors for Entry of an Order Authorizing Employment and Retention of PricewaterhouseCoopers LLP as Accounting and Tax Advisor to the Debtors Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, Local Rules and , and for a Waiver of Certain Information Requirements Pursuant to the Local Rules, Nunc Pro Tunc to the Petition Date (the Supplemental Declaration ) [Docket No. 750]. Interim Fee Application Procedures Order 7. The Court entered the Order Establishing Procedures for Interim and Reimbursement of Expenses of Professionals Pursuant to Sections 105(A), 330, and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule , dated June 9, 2016 [Docket No. 291] (the Interim Procedures Order ). The Interim Procedures Order sets forth the procedures for interim compensation and reimbursement of expenses for all professionals in these cases. 8. In particular, the Interim Procedures Order provides that a professional may file and serve a monthly fee application with the Court on or after the twentieth (20th) day of each month following the month for which compensation is sought. Provided that there are no objections to such monthly fee application filed within twenty (20) days after the service of the monthly fee application, or the next business if such day is not a business day, the Debtors are authorized to pay such professional 80 percent (80%) of the fees and 100 percent (100%) of the expenses requested in such monthly fee application. If a partial objection to the 8

9 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 9 of 87 monthly fee application is filed, then the Debtors are authorized to pay 80 percent (80%) of the fees and 100 percent (100%) of the expenses not subject to an objection. Summary of Professional and Reimbursement of Expenses Requested 9. By this Monthly Fee Application, PwC requests interim allowance of $478, and payment of $471, (80% of $589,329.60) as compensation for professional services rendered during the Fee Period, as well as allowance and payment of $7, as reimbursement for actual and necessary expenses incurred by PwC during the Fee Period. PwC s professionals expended a total of hours during the Fee Period for which compensation is requested. All services for which compensation is requested by PwC were performed for or on behalf of the Debtors. 10. During the Fee Period, PwC has received no payment and no promises of payment from any source for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Monthly Fee Application. There is no agreement or understanding between PwC and any other person, other than members of the firm, for the sharing of compensation to be received for services rendered in these cases. 11. PwC is filing the attached Monthly Fee Application for compensation for professional services rendered and reimbursement of expenses made in these chapter 11 cases during the Fee Period. The Monthly Fee Application contains detailed time logs describing the actual and necessary services provided by PwC during the Fee Period, as well as other detailed information required to be included in fee applications. The Monthly Fee Application is comprised of several exhibits which are attached hereto as follows: - Exhibit A, provides a summary of the hours and compensation by project; - Exhibit B, provides the summary of the hourly fees, including the name and position of each professional, cumulative hours worked by project, hourly billing rates for the hourly compensation, and the corresponding compensation requested; 9

10 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 10 of 87 -, provides the daily activity descriptions for the hourly compensation, including the activity description, time and billing rates associated with each activity; - Exhibit D, provides the expenditures incurred by project by type; and - Exhibit E, provides the details of the expenditures incurred by project and by date, including the vendor and description. SUMMARY OF PROFESSIONAL SERVICES RENDERED 12. As described within the Retention Application, PwC continues to provide accounting and tax advisory services pursuant to the Engagement Letter. A summary of the hours and compensation sought by type of service is shown below: Type of Services Hourly Fee Services $581, Case Administration Services $7, and Sought for Reimbursement $589, Hourly Services 13. During the Fee Period, PwC professionals provided bankruptcy and emergence advisory services to the Debtor in connection with the Debtor s voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The hourly time records of PwC, annexed hereto as Exhibit B and, provide a summary and daily breakdown of the time spent by each PwC timekeeper for these accounting and tax advisory services and case administration activities. 14. Bankruptcy Accounting Advisory This category includes, but is not limited to: (a) assisting the Debtors with establishing processes and procedures with respect to general technical accounting advice relating to the bankruptcy process, and (b) advising and assisting the Debtors regarding liabilities and proper accounting treatment. 15. International Tax Services This category includes time spent by PwC providing guidance regarding international tax issues related to the bankruptcy filing and 10

11 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 11 of 87 responding to various restructuring technical inquiries from the Debtors in connection with the bankruptcy. Specifically, during the Fee Period, PwC analyzed the international tax consequences of the proposed plan of restructuring in the material Debtors jurisdictions. In order to efficiently evaluate the tax consequences of the proposed plan of restructuring in these tax jurisdictions, PwC prepared restructuring step plans, met and conducted various calls with, the Debtors Management as well as representatives from Weil throughout the month. Specialists in tax, transfer pricing, and accounting from the material tax jurisdictions also attended discussions via conference call, to discuss the potential local taxes exposures and impact on local tax attributes. PwC also consulted with Debtors Management and legal counsel on the tax structuring steps of the bankruptcy term sheet, advised the client on planning and expansion alternatives related to their leasing strategies, and provided guidance and commentary on various leasing structure alternatives and the PFIC calculations for the third quarter and post emergence quarters. Case Administration 16. Below are descriptions of each of these case administration requirements performed during the Fee Period: 17. Monthly, Interim and Final Fee Applications - These hours and corresponding fees represents the additional time incurred by PwC s bankruptcy retention and billing advisor to prepare the Monthly Fee Statement in accordance with the Guidelines. All of these services are incremental to the normal billing procedures performed by PwC for its non-bankruptcy audit clients. During the Fee Period, PwC bankruptcy retention and billing advisor worked with the various management professionals on the financial advisory services team to provide guidance and technical expertise associated with the compliance with 11

12 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 12 of 87 the Guidelines as well as the review and preparation of the fifth and sixth Monthly Fee Statements. Actual and Necessary Disbursements 18. Based upon a review of PwC s internal billing records, PwC professionals incurred the following out-of-pocket expenditure during the Fee Period. The expense records of PwC, annexed hereto as Exhibit D and Exhibit E, provide a summary and daily breakdown of the time spent by each PwC timekeeper. 4 Reasonable and Necessary Services by PwC 19. This Monthly Fee Application includes details of the services provided by PwC to the Debtors, including, in each instance, the identity of the professionals involved in the provision of such services, the dates of service, the time expended, and a brief description of the services sought. PwC charged and now requests those fees that are reasonable and necessary in order for PwC to perform its duties and obligations to the Debtors and customary in this marketplace for similar chapter 11 cases. The billing rates 5 set forth in the various summaries of professionals and paraprofessionals rendering services during the Fee Period represent customary rates that are routinely billed to PwC's many clients for similar services. The compensation requested in this Monthly Fee Application does not exceed the reasonable value of the services rendered. 20. This Monthly Fee Application covers the period from December 1, 2016 through and including December 31, Although every effort was made to include all fees and expenses from the Fee Period in this Monthly Fee Application, some fees and/or expenses 4 PwC s standard practice is to treat certain expenses as having been incurred when such obligations are recorded and reflected as payable in PwC s accounting system. Accordingly, reimbursement for certain disbursements incurred during the Fee Period may still be pending submission and will be requested in future statement periods. 5 Billing rates are subject to change and are reviewed and adjusted periodically. 12

13 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 13 of 87 from the Fee Period might not be included in this Monthly Fee Application due to delays in processing time and receipt of invoices for expenses and/or for preparation for the instant application subsequent to the covered period. Accordingly, PwC reserves the right to make further applications for allowance of fees and expenses not included herein. This Monthly Fee Application is also made without prejudice to PwC's right to seek further interim allowances and/or a final allowance of compensation in the future in accordance with the Retention Order and the Interim Procedures Order. Requested Should be Allowed 21. Section 331 of the Bankruptcy Code provides for interim compensation of professionals and incorporates the substantive standards of Section 330 of the Bankruptcy Code to govern the Court's award of such compensation. 11 U.S.C Section 330 provides that a Court may award a professional employed under Section 327 of the 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, the court should consider the nature, extent, and the value of such services, taking into account all relevant factors, including -- (a) the time spent on such services; (b) (c) (d) (e) 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, 13

14 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 14 of 87 and; (f) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C In accordance with the factors enumerated in section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by PwC is fair and reasonable given (a) the complexity of the case, (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 the Bankruptcy Code. 23. In rendering these services, PwC made every effort to maximize the benefit to the Debtors and to work with other professionals employed in the case to avoid duplication of effort. PwC believes that the level of services rendered to achieve the results obtained for the benefit of the Debtors estates was reasonable in light of the number and complexity of the issues involved in this case at the time the services were rendered. PwC judiciously allocated responsibilities to minimize possible duplication of effort. Certification of Compliance and Waiver 24. To the best of its knowledge, PwC believes that this Monthly Fee Application and the description of services set forth herein of work performed are in compliance with the Local Rules attached hereto, and incorporated herein by reference, is the Declaration of James J. Mastroianni, certifying that this Monthly Fee Application complies with the Local Rules, as well as its Retention Order which granted a waiver of the information requirements relating to compensation requests set forth in Local Bankruptcy Rule (d). To the extent that this Monthly Fee Application does not comply in all respects with the requirements of the 14

15 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 15 of 87 Guidelines, PwC believes that such deviations are not material and respectfully requests that such requirements be waived. PwC is a Disinterested Person and Holds No Adverse Interest 25. All professional services for which allowance of compensation is requested were performed by PwC on behalf of the Debtors and not on behalf of any other entity or person. PwC owns neither a claim against, nor an interest in any of the Debtors, and no beneficial interest in the Debtors, directly or indirectly, has been acquired or transferred by PwC or for PwC s benefit since the commencement of these cases. PwC represents no interest adverse to any of the Debtors with respect to matters upon which it is engaged and PwC is a disinterested person under section 101(14) of the Bankruptcy Code. Notice 26. No trustee, examiner has been appointed in these chapter 11 cases. Notice of this Monthly Fee Application shall be given to: (i) the Debtors, 600 East Las Colinas Blvd., 10th Floor, Irving, Texas 75039, (Attn: Hooman Yazhari); (ii) counsel to the debtors, PwC, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, (Attn: Gary Holtzer, Esq. and Kelly DiBlasi, Esq.) and PwC, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, Texas 75201, (Attn: Steve Youngman, Esq.); (iii) the United States Trustee, 1100 Commerce St., Room 976, Dallas, Texas 75242, (Attn: Meredyth Kippes, Esq. and Lisa Lambert, Esq.); and (iv) counsel to the Official Committee of Unsecured Creditors, Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York (Attn: Douglas Mannal, Esq., Kenneth H. Eckstein, Esq., and Anupama Yerramalli, Esq.) and Gardere Sewell Wynne LLP, 3000 Thanksgiving Tower, 1601 Elm Street, Dallas, Texas, (Attn: Marcus Helt, Esq.) The Debtors respectfully submit that no further notice of this Monthly Fee Application is required. 15

16 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 16 of 87 WHERFORE PwC respectfully requests (i) interim allowance of compensation for professional services rendered to the Debtors during the Fee Period in the amount of $589,329.60, and for expenses incurred by PwC during the Fee Period in the amount of $7,333.32, (ii) that, in accordance with the Interim Order, the Court direct the Debtors to pay PwC a total of $478,797.00, representing 80% of the total amount of fees allowed and 100% of the expenses allowed, (iii) that the interim allowance of such compensation for professional services rendered and reimbursement of actual and necessary expenses incurred be without prejudice to PwC s right to seek such further compensation for the full value of services performed and expenses incurred, and (iv) that the Court grant PwC such other and further relief as is just. Dated: January 27, 2017 PricewaterhouseCoopers LLP 300 Madison Avenue New York, NY Telephone: (646) james.j.mastroianni@pwc.com 16

17 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 17 of 87 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION x : In re: : Chapter 11 : CHC GROUP LTD. et al., : Case No (BJH) : : Debtors. : (Jointly Administered) : x CERTIFICATION OF JAMES J. MASTROIANNI James J. Mastroianni, hereby respectfully certifies and verifies as follows: 1. I am a Principal in the applicant firm, PricewaterhouseCoopers LLP ( PwC ), an accounting and financial services firm that maintains offices at 300 Madison Avenue, New York, New York I make this certification in accordance with Rule of the Local Rules of the United States Bankruptcy Court for the Northern District of Texas (the Local Rules ) regarding the contents of applications for compensation and expenses. 2. I have read PwC s monthly fee application for allowance of compensation for services rendered and reimbursement of out-of-pocket expenses incurred as accounting and tax advisor to the above-captioned debtors and debtors-in-possession (collectively, the Debtors ) for the period of December 1, 2016 through December 31, 2016 (the Monthly Fee Application ). The above-captioned Debtors will be provided with a copy of the Monthly Fee Application. As of the date hereof, the Debtors have not reviewed or approved the Monthly Fee Application. 1

18 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 18 of I have reviewed the requirements of the Guidelines for and Reimbursement of Professionals in Chapter 11 Cases (the Guidelines ) and the Local Rules, and I believe that the Monthly Fee Application complies with the Guidelines and the Local Rules. 4. I certify that the compensation and expense reimbursement sought in the Monthly Fee Application and PwC s billing practices are consistent with market practices in a bankruptcy context and no less favorable than those customarily employed by PwC and generally accepted by CHC Group Ltd. and its above-captioned debtor affiliates, as debtors and debtors in possession. Dated: January 27, 2017 PricewaterhouseCoopers LLP 300 Madison Avenue New York, NY Telephone: (646) james.j.mastroianni@pwc.com 2

19 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 19 of 87 CHC GROUP LTD. et al, Case No (BJH) PricewaterhouseCoopers LLP Accounting and Tax Advisor to the Debtors and Submission Enclosure: PricewaterhouseCoopers invoice for professional fees rendered and expenses incurred Fees, $589, Expenses, $ 7, and : Hourly and Case Administration Services Summary by Project Category Summary of and Fees by Project and Professional Professional Services by Project, Professional and Date Exhibits: A B C Expenditures Incurred and Reimbursement Sought Summary of Expenditures Project and Type Detail of Expenditures by Project, Professional and Date D E

20 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 20 of 87 Summary by Project Category and Billing Category Project Category and Billing Category Hourly Services Restructuring Services Exhibit A Bankruptcy Accounting Advisory $17, Subtotal - Restructuring Services $17, Tax Consulting Services International Tax Services $564, Subtotal - Tax Consulting Services $564, Subtotal - and - Hourly Services $581, Case Administration Bankruptcy Requirements and Other Court Obligations Monthly, Interim and Final Fee Applications $7, Subtotal - Bankruptcy Requirements and Other Court Obligations $7, Subtotal - and - Case Administration $7, and Sought for Reimbursement $589, Page 1 of 1

21 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 21 of 87 Exhibit B Hourly Services and Case Administration - Summary of / Fees by Project and Professional Project Category and Professional Position Hourly Services Restructuring Services Rajeeb Das Senior Managing Director $ $1, Aaron T Pocklington Director $ $13, John Page Luster Associate $ $2, Subtotal - Restructuring Services $17, Tax Consulting Services Jeremy Rayner Partner $ $3, Chris Jackson Partner $ $2, David Earl Partner $ $7, James J Mastroianni Partner $ $2, Martina Maria Walt Partner $ $ William Renehan Partner $ $12, Timothy R Fox Partner $ $19, Costa Koutsis Partner $ $1, Matthew Strauch Partner $ $ Fabien Hautier Partner $ $3, Brian Leonard Partner $ $3, Auke Lamers Partner $ $ Peter Dale Partner $ $3, Thorstad Hilde Partner $ $6, Gloria Eduardo Partner $ $1, Nadine Tinen Partner $ $ Serge Mezhburd Senior Managing Director $ $28, Jessica Wai-Ying Wong Director $ $15, Denis Brian Murphy Director $ $8, Arjan Xander Fundter Director $ $1, Cherie Ratna Natalia Mulyono Director $ $11, Sarah Drago Director $ $71, Page 1 of 3

22 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 22 of 87 Exhibit B Hourly Services and Case Administration - Summary of / Fees by Project and Professional Project Category and Professional Position Chantal Braquet Director $ $2, Stefan Alexandru Cernat Director $ $13, Michael Barnett Director $ $3, Daniel Lutz Director $ $7, Kobus Nieuwoudt Senior Manager $ $7, Sebastian Knoll Senior Manager $ $1, Andrew Richardson Senior Manager $ $18, Sophia Weekes Senior Manager $ $ Bernard Noutsawa Senior Manager $ $1, Jan Lednik Manager $ $1, Damien Brunet Manager $ $ Sven Kuipers Manager $ $3, Yvo Oudman Manager $ $ Kliukaite Lina Manager $ $11, Laura Meade Manager $ $1, Laurel Odle Manager $ $2, Sara Knowles Senior Associate $ $117, Matthew T Conway Senior Associate $ $49, Brice Roussel Senior Associate $ $2, Hugues Didelot Senior Associate $ $6, Leendert Kloot Senior Associate $ $2, Nguy Blaise Feindjom Senior Associate $ $2, Kristin N Torres Associate $ $16, Michael A Recchia Associate $ $14, Yuting Hsiao Associate $ $57, Chris Skipsey Associate $ $4, Bas Bogaarts Associate $ $2, Alejandro Redondo Rivera Associate $ $2, Claire Doyle Associate $ $ Page 2 of 3

23 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 23 of 87 Exhibit B Hourly Services and Case Administration - Summary of / Fees by Project and Professional Project Category and Professional Position Subtotal - Tax Consulting Services $564, Subtotal - and - Hourly Services $581, Case Administration Bankruptcy Requirements and Other Court Obligations Andrea Clark Smith Director (Bankruptcy) $ $3, Chad William Brown Associate (Bankruptcy) $ $3, Subtotal - Bankruptcy Requirements and Other Court Obligations $7, Subtotal - and - Case Administration $7, and Sought for Reimbursement $589, Page 3 of 3

24 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 24 of 87 Hourly Services Restructuring Services Bankruptcy Accounting Advisory 12/1/2016 John Page Luster Associate 1216H001: Perform changes in debt valuations. $ $ /1/2016 John Page Luster Associate 1216H002: Update of the debt valuation and research $413 memorandums. 12/1/2016 Aaron T Director 1216H003: Preparation of fresh start materials requested Pocklington by CHC. 12/1/2016 John Page Luster Associate 1216H004: Discussion with A. Pocklington (PwC) and D. $413 Brown (CHC) regarding requests for fresh start accounting research and planning materials. 12/1/2016 Aaron T Director 1216H005: Discussion with J. Luster (PwC) and D. Brown Pocklington (CHC) regarding requests for fresh start accounting research and planning materials. 12/2/2016 Aaron T Director 1216H006: Preparation of materials for CHC accounting Pocklington relating to deriving fair value adjustments. 12/2/2016 Aaron T Director 1216H007: Call with D. Brown (CHC) regarding Pocklington identification exercises for accounting matters. $740 $740 $740 $ $ $1, $ $ $4, $1, /6/2016 Rajeeb Das Senior Managing 1216H008: Review of Plan of Reorganization ("POR"). $ $1, Director 12/8/2016 Aaron T Director 1216H009: Call with D. Brown (CHC) regarding valuation Pocklington matters on the balance sheet. 12/9/2016 Aaron T Director 1216H010: correspondence with D. Brown (CHC) Pocklington regarding accounting matters. $740 $ $ $ Page 1 of 52

25 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 25 of 87 12/9/2016 Aaron T Director 1216H011: Update and refine assessment regarding trial Pocklington balance accounts related to emergence accounting. 12/12/2016 Aaron T Director 1216H012: Update assessment of trail balance accounts for Pocklington CHC in preparation of fresh start accounting application. 12/16/2016 Aaron T Director 1216H013: correspondence with M. Kerr and D. Pocklington Brown (both CHC) related to accounting matters. 12/20/2016 John Page Luster Associate 1216H014: Perform examination of the approved POR and $413 disclosure statement. $740 $740 $ $1, $1, $ $ Subtotal - and - Bankruptcy Accounting Advisory $17, Subtotal - Restructuring Services $17, Tax Consulting Services International Tax Services 11/7/2016 Nguy Blaise Senior Associate 1216H015: Analysis of the accounting documents provided Feindjom by CHC for background purpose. 11/7/2016 Nguy Blaise Senior Associate 1216H016: Research of the arguments to be used in the Feindjom accounting report. 11/8/2016 Nguy Blaise Feindjom Senior Associate 1216H017: Draft opinion regarding the taxation regime of services provided in Cameroon to COTCO by CHC Helicopters (Africa) Pty. Ltd through its Cameroon s branch. 11/8/2016 Nguy Blaise Feindjom Senior Associate 1216H018: Draft opinion regarding the taxation regime of services provided in Cameroon to COTCO by CHC Helicopters (Africa) Pty. Ltd through its Cameroon s branch. $105 $105 $105 $ $ $ $ $ Page 2 of 52

26 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 26 of 87 11/9/2016 Nguy Blaise Senior Associate 1216H019: Research of the arguments to be used in the Feindjom accounting report. 11/10/2016 Bernard Senior Manager 1216H020: Perform quality review of Cameroon tax Noutsawa opinion. $105 $ $ $ /10/2016 Nguy Blaise Senior Associate 1216H021: Update of Cameroon tax report. $ $ Feindjom 11/11/2016 Bernard Senior Manager 1216H022: Perform quality review of Cameroon tax Noutsawa opinion. 11/11/2016 Nadine Tinen Partner 1216H023: Perform the final review of Cameroon tax $444 advice for approval. $ $ $ /14/2016 James J Partner 1216H024: Review of PFIC issues. $ $ Mastroianni 11/22/2016 Timothy R Fox Partner 1216H025: Perform CHC Luxembourg debt follow-up. $ $ /30/2016 Timothy R Fox Partner 1216H026: Review of Luxembourg leasing structure plan. $ $1, /1/2016 Serge Mezhburd Senior Managing 1216H027: Review of PFIC calculation. $ $ Director 12/1/2016 Sarah Drago Director 1216H028: Review of Luxembourg leasing model. $ $ /1/2016 Sarah Drago Director 1216H029: Review of EHOBV profit certificates and $943 impact on PFIC calculation. 12/1/2016 Sarah Drago Director 1216H030: Review of Australian proposed DPT rules and $943 potential impact on CHC. 12/1/2016 Cherie Ratna Director 1216H031: Update and amend ppt Australian stamp Natalia Mulyono comments based on partner sign off and send to S. Knowles (PwC) regarding Australian tax and stamps. $ $1, $ $ Page 3 of 52

27 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 27 of 87 12/1/2016 Denis Brian Director 1216H032: Update of Irish team scope and next steps. $ $ Murphy 12/1/2016 Jessica Wai- Director 1216H033: Review of Australian DPT developments and Ying Wong draft tax consideration applicable to CHC. 12/1/2016 Jessica Wai- Director 1216H034: Follow-up to G. Kellogg (CHC) Ying Wong regarding Australian tax developments. 12/1/2016 Yuting Hsiao Associate 1216H035: Update of restructuring step plan according to $452 prior discussion. $995 $ $1, $1, $1, /1/2016 Yuting Hsiao Associate 1216H036: Update of work plan. $ $1, /1/2016 Sara Knowles Senior Associate 1216H037: Update of EHOBV ownership analysis. $ $1, /1/2016 Sara Knowles Senior Associate 1216H038: Review of updates to the restructuring step plan. $ $2, /1/2016 Sara Knowles Senior Associate 1216H039: Prepare responses to various $640 jurisdictions $1, /1/2016 Michael A Associate 1216H040: Perform project scoping and document review. $ $1, Recchia 12/1/2016 Michael A Associate 1216H041: Update of lease model. $ $1, Recchia 12/1/2016 James J Partner 1216H042: Review of debt and equity treatment. $ $1, Mastroianni 12/1/2016 Jan Lednik Manager 1216H043: Prepare UK accounting analysis relating to the $680 restructuring of the termination costs liability. 12/1/2016 Kobus Senior Manager 1216H044: Update the accounting analysis prepared based Nieuwoudt on tax team comments. $ $1, $2, Page 4 of 52

28 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 28 of 87 12/1/2016 William Renehan Partner 1216H045: Review of accounting analysis prepared, $995 update and send to PwC US. 12/1/2016 Sarah Drago Director 1216H046: Discussion with S. Knowles and Y. Hsiao (both $943 PwC) regarding restructuring step plan. 12/1/2016 Yuting Hsiao Associate 1216H047: Discussion with S. Drago and S. Knowles (both $452 PwC) regarding restructuring step plan. 12/1/2016 Sara Knowles Senior Associate 1216H048: Discussion with S. Drago and Y. Hsiao (both $640 PwC) regarding restructuring step plan. 12/1/2016 Chris Jackson Partner 1216H049: Call with J. Lednik, K. Nieuwoudt, and W. $995 Renehan (all PwC UK) regarding updates to the memorandum. 12/1/2016 Jan Lednik Manager 1216H050: Call with C. Jackson, K. Nieuwoudt, and W. $680 Renehan (all PwC UK) regarding updates to the memorandum. 12/1/2016 Kobus Senior Manager 1216H051: Call with J. Lednik, C. Jackson, and W. Nieuwoudt Renehan (all PwC UK) regarding updates to the memorandum. 12/1/2016 William Renehan Partner 1216H052: Call with J. Lednik, K. Nieuwoudt, and C. $995 Jackson (all PwC UK) regarding updates to the memorandum. 12/1/2016 Sarah Drago Director 1216H053: Discussion with G. Kellogg (CHC) regarding $943 PFIC and general update. 12/2/2016 Serge Mezhburd Senior Managing 1216H054: Correspondence with Weil and local teams $995 Director regarding restructuring plan. 12/2/2016 Serge Mezhburd Senior Managing 1216H055: Review of overall CHC organizational $995 Director structure and the leasing modeling. $ $ $1, $ $1, $ $ $ $ $ $1, $2, Page 5 of 52

29 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 29 of 87 12/2/2016 Sarah Drago Director 1216H056: Review of updated restructuring step plan. $ $2, /2/2016 Yuting Hsiao Associate 1216H057: Update of restructuring slide deck. $ $ /2/2016 Jessica Wai- Director 1216H058: Further follow-up regarding Australian tax Ying Wong issues. 12/2/2016 Sara Knowles Senior Associate 1216H059: Update of workplan based on legal document $640 requirements. 12/2/2016 Sara Knowles Senior Associate 1216H060: Incorporating foreign team's response $640 regarding tax issues related to updated leasing structure plan. $ $ $2, $2, /2/2016 Michael A Associate 1216H061: Update of leasing structure slides. $ $ Recchia 12/2/2016 David Earl Partner 1216H062: Consideration of potential Australian diverted $995 profits tax implications in light of new draft rules. 12/2/2016 Alejandro Associate 1216H063: Prepare initial comments regarding Redondo Rivera restructuring steps. 12/2/2016 Brice Roussel Senior Associate 1216H064: Correspondence regarding VAT considerations $469 of the proposed restructuring steps. 12/2/2016 Sarah Drago Director 1216H065: Discussion with M. Recchia (PwC) regarding $943 leasing model. 12/2/2016 Michael A Associate 1216H066: Discussion with S. Drago (PwC) regarding Recchia leasing model. 12/2/2016 Yuting Hsiao Associate 1216H067: Discussion with S. Knowles (PwC) regarding $452 restructuring step plan. 12/2/2016 Sara Knowles Senior Associate 1216H068: Discussion with Y. Hsiao (PwC) regarding $640 restructuring step plan. $216 $ $ $ $ $2, $1, $1, $1, Page 6 of 52

30 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 30 of 87 12/2/2016 Sarah Drago Director 1216H069: Walkthrough of restructuring step plan with Y. $943 Hsiao (PwC). 12/2/2016 Yuting Hsiao Associate 1216H070: Walkthrough of restructuring step plan with S. $452 Drago (PwC). 12/2/2016 Hugues Didelot Senior Associate 1216H071: Prepare for discussion with C. Braquet, S. Cernat, A. Rivera, and B. Roussel (all PwC Luxembourg) regarding VAT implications of the proposed restructuring steps and required documentation. $469 12/2/2016 Stefan Alexandru Cernat Director 1216H072: Prepare for discussion with C. Braquet, A. Rivera, H. Didelot, and B. Roussel (all PwC Luxembourg) regarding VAT implications of the proposed restructuring steps and required documentation. 12/2/2016 Alejandro Redondo Rivera Associate 1216H073: Discussion with C. Braquet, S. Cernat, H. Didelot, and B. Roussel (all PwC Luxembourg) regarding VAT implications of the proposed restructuring steps and required documentation. 12/2/2016 Brice Roussel Senior Associate 1216H074: Discussion with C. Braquet, S. Cernat, H. Didelot, and A. Rivera (all PwC Luxembourg) regarding VAT implications of the proposed restructuring steps and required documentation. $469 12/2/2016 Chantal Braquet Director 1216H075: Discussion with A. Rivera, S. Cernat, H. Didelot, and B. Roussel (all PwC Luxembourg) regarding VAT implications of the proposed restructuring steps and required documentation. $936 $936 $ $1, $ $ $ $ $ $ Page 7 of 52

31 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 31 of 87 12/2/2016 Hugues Didelot Senior Associate 1216H076: Discussion with C. Braquet, S. Cernat, A. Rivera, and B. Roussel (all PwC Luxembourg) regarding VAT implications of the proposed restructuring steps and required documentation. $469 12/2/2016 Stefan Alexandru Cernat Director 1216H077: Discussion with C. Braquet, A. Rivera, H. Didelot, and B. Roussel (all PwC Luxembourg) regarding VAT implications of the proposed restructuring steps and required documentation. $ $ $ /3/2016 Yuting Hsiao Associate 1216H078: Update of restructuring step plan. $ $1, /5/2016 Sarah Drago Director 1216H079: Review of CHC step plan. $ $1, /5/2016 Sarah Drago Director 1216H080: Follow-up with PwC Luxembourg regarding $943 accounting treatment of leases $ /5/2016 Sarah Drago Director 1216H081: Follow-up with other foreign teams and CHC. $ $ /5/2016 Yuting Hsiao Associate 1216H082: Review of project scoping regarding outgoing $452 deliverables $ /5/2016 Yuting Hsiao Associate 1216H083: Update of ABL leasing step plan slide deck. $ $ /5/2016 Jessica Wai- Director 1216H084: Correspondence and research with respect to Ying Wong Australian tax issues. $ $ /5/2016 Sara Knowles Senior Associate 1216H085: Update of leasing structure calculation. $ $1, /5/2016 Sara Knowles Senior Associate 1216H086: Review model of the Luxembourg tax $640 considerations of the new ABL financing structure and leasing activities. 12/5/2016 Michael A Associate 1216H087: Prepare current fleet and proposed fleet Recchia structure plan. $ $2, $1, Page 8 of 52

32 Case bjh11 Doc 1569 Filed 01/27/17 Entered 01/27/17 15:37:43 Page 32 of 87 12/5/2016 Michael A Associate 1216H088: Correspondence and research with respect to Recchia the lease restructuring deck. 12/5/2016 David Earl Partner 1216H089: Consideration of potential issues on the $995 assumption of the Australian aircraft leases. 12/5/2016 Alejandro Associate 1216H090: Prepare comments from a Luxembourg direct Redondo Rivera tax perspective of the proposed steps and preparation of the information request in relation to it. 12/5/2016 Chantal Braquet Director 1216H091: Review and provide comments from a Luxembourg VAT perspective regarding the proposed steps and preparation of the information request in relation to it. $936 12/5/2016 Stefan Alexandru Cernat Director 1216H092: Review and prepare comments from a Luxembourg direct tax perspective regarding the proposed steps and preparation of the information request in relation to it. 12/5/2016 Timothy R Fox Partner 1216H093: Review of updating restructuring transactions $995 exhibit. 12/5/2016 Yuting Hsiao Associate 1216H094: Discussion with S. Knowles (PwC) regarding $452 restructuring step plan. 12/5/2016 Sara Knowles Senior Associate 1216H095: Discussion with Y. Hsiao (PwC) regarding $640 restructuring step plan. 12/5/2016 Sara Knowles Senior Associate 1216H096: Discussion with M. Recchia (PwC) regarding $640 leasing model. 12/5/2016 Michael A Associate 1216H097: Discussion with S. Knowles (PwC) regarding Recchia leasing model. $452 $216 $936 $ $ $1, $ $ $1, $ $1, $1, $1, $1, Page 9 of 52