Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 1 of 71

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1 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 1 of 71 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 SIXTH MONTHLY FEE APPLICATION OF PRICEWATERHOUSECOOPERS LLP FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS ACCOUNTING AND TAX ADVISOR FOR THE DEBTORS FOR THE PERIOD NOVEMBER 1, 2016 THROUGH NOVEMBER 30, 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) November 1, 2016 through November 30, 2016 (the "Fee Period") 1 $887, $ 19, $589, $471, $ 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 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 2 of 71 SUMMARY OF FEE SUMMARY This is the Sixth Monthly Fee Application filed by PwC. App No Filing Period 05/05/ /30/ /01/ /31/ /01/ /31/ /01/ /30/ /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, s $1,614, $23, $1,468, $23, $322, SUMMARY BY PROJECT AND PROFESSIONAL Project Category and Professional Position Hourly Services Restructuring Services Pedro C Santos Partner $ $2, Dimitri B Drone Partner $ $ Rajeeb Das Senior Managing Director $ $8, Joe Jennings Director $ $3, Marina Kagan Director $ $14, Aaron T Pocklington Director $ $35, Reuven Pinsky Director $ $ Katherine A Driessen Manager $ $7, Megan Eileen Nixon Senior Associate $ $3, Saeed Hadian Senior Associate $ $17, Sarai C Glass Senior Associate $ $2, John Page Luster Associate $ $20, 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 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 3 of 71 Project Category and Professional Position Restructuring Services Margaret Jane Mathews Associate $ $1, Stephanie Pastena Associate $ $4, Subtotal - Restructuring Services $124, William Renehan Partner $ $17, James J Mastroianni Partner $ $7, Chris Jackson Partner $ $3, Charles S Markham Partner $ $1, Mitchel Aeder Partner $ $ Jeremy Rayner Partner $ $2, David Earl Partner $ $1, Timothy R Fox Partner $ $19, Martina Maria Walt Partner $ $1, Costa Koutsis Partner $ $ Fabien Hautier Partner $ $8, Brian Leonard Partner $ $2, Peter Dale Partner $ $1, Thorstad Hilde Partner $ $2, Gloria Eduardo Partner $ $ Allyson West Partner $ $ Kevin Curran Senior Managing Director $ $ Serge Mezhburd Senior Managing Director $ $46, Arjan Xander Fundter Director $ $ Cherie Ratna Natalia Mulyono Director $ $7, Denis Brian Murphy Director $ $5, Jessica Wai-Ying Wong Director $ $10, Sarah Drago Director $ $72, Stefan Alexandru Cernat Director $ $10, Chantal Braquet Director $ $1, Kobus Nieuwoudt Senior Manager $ $19, Andrew Richardson Senior Manager $ $12, Sophia Weekes Senior Manager $ $ John Christopher Webb Manager $ $2, Celine Christine Jundt Manager $ $

4 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 4 of 71 Project Category and Professional Position Tax Consulting Services - continued Estevan Leonardo Paredes Leal Manager $ $2, Jan Lednik Manager $ $6, Sven Kuipers Manager $ $2, Kliukaite Lina Manager $ $1, Laura Meade Manager $ $1, Laurel Odle Manager $ $1, Sara Knowles Senior Associate $ $116, Hugues Didelot Senior Associate $ $7, Brice Roussel Senior Associate $ $3, Leendert Kloot Senior Associate $ $1, Annisa Lara Senior Associate $ $40.20 Michael A Recchia Associate $ $26, Yuting Hsiao Associate $ $8, Rebecca Weighman Associate $ $7, Bas Bogaarts Associate $ $1, Alejandro Redondo Rivera Associate $ $2, Subtotal - Tax Consulting Services $456, Subtotal - and - Hourly Services $581, Case Administration Bankruptcy Requirements and Other Court Obligations Andrea Clark Smith Director (Bankruptcy) $ $4, Chad William Brown Associate (Bankruptcy) $ $3, Subtotal - Bankruptcy Requirements and Other Court Obligations $7, Subtotal - and - Case Administration $7, and Sought for Reimbursement $589,

5 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 5 of 71 SUMMARY BY PROJECT Project Category and Billing Category Hourly Services Restructuring Services Bankruptcy Accounting Advisory $124, Subtotal - Restructuring Services $124, Tax Consulting Services International Tax Services $456, Subtotal - Tax Consulting Services $456, 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, SUMMARY OF EXPENSE BY TYPE Transaction Type by Project Expenditures Hourly Services Tax Consulting Services Meals $80.38 Subtotal - Tax Consulting Services $80.38 Subtotal - Expenditures Sought for Hourly Services $ Expenditures Sought for Reimbursement $

6 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 6 of 71 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 SIXTH MONTHLY FEE APPLICATION OF PRICEWATERHOUSECOOPERS LLP FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS ACCOUNTING AND TAX ADVISOR FOR THE DEBTORS FOR THE PERIOD NOVEMBER 1, 2016 THROUGH NOVEMBER 30, 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 sixth 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 therewith for the 1

7 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 7 of 71 period commencing November 1, 2016 through and including November 30, 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 Rules 2014(a) and 2016, Local Rules and , and for a Waiver of Certain 2

8 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 8 of 71 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 3

9 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 9 of 71 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 $471, and payment of $471, (80% of $589,105.30) as compensation for professional services rendered during the Fee Period, as well as allowance and payment of $80.38 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; 4

10 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 10 of 71 -, 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 5

11 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 11 of 71 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. In addition, PwC met with the Debtors Management for a two day meeting on November 14 th and 15 th of the Fee Period. Australia, Brazil, Canada, Ireland, Luxembourg, the Netherlands, Switzerland, the United Kingdom, and Transfer Pricing tax specialists also attended the meeting, either in person or via conference call, to discuss the terms of the reorganization plans and leasing structure as well as the potential local tax exposures and impact on local tax attributes. PwC also consulted with Debtor s 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 6

12 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 12 of 71 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 the Guidelines as well as the review and preparation of the fourth and fifth 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. 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. 7

13 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 13 of This Monthly Fee Application covers the period from November 1, 2016 through and including November 30, 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 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) 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; 8

14 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 14 of 71 (d) (e) (f) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and expertise in the bankruptcy field, and; whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 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 9

15 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 15 of 71 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 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: 10

16 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 16 of 71 Marcus Helt, Esq.) The Debtors respectfully submit that no further notice of this Monthly Fee Application is required. WHERFORE PwC respectfully requests (i) interim allowance of compensation for professional services rendered to the Debtors during the Fee Period in the amount of $589,105.30, and for expenses incurred by PwC during the Fee Period in the amount of $80.38, (ii) that, in accordance with the Interim Order, the Court direct the Debtors to pay PwC a total of $471,364.62, 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 4, 2017 PricewaterhouseCoopers LLP 300 Madison Avenue New York, NY Telephone: (646) james.j.mastroianni@pwc.com 11

17 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 17 of 71 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 November 1, 2016 through November 30, 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 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 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 4, 2017 PricewaterhouseCoopers LLP 300 Madison Avenue New York, NY Telephone: (646) james.j.mastroianni@pwc.com 2

19 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 19 of 71 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, $ 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 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 20 of 71 Summary by Project Category and Billing Category Project Category and Billing Category Hourly Services Restructuring Services Exhibit A Bankruptcy Accounting Advisory $124, Subtotal - Restructuring Services $124, Tax Consulting Services International Tax Services $456, Subtotal - Tax Consulting Services $456, 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 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 21 of 71 Exhibit B Hourly Services and Case Administration - Summary of / Fees by Project and Professional Project Category and Professional Position Hourly Services Restructuring Services Pedro C Santos Partner $ $2, Dimitri B Drone Partner $ $ Rajeeb Das Senior Managing Director $ $8, Joe Jennings Director $ $3, Marina Kagan Director $ $14, Aaron T Pocklington Director $ $35, Reuven Pinsky Director $ $ Katherine A Driessen Manager $ $7, Megan Eileen Nixon Senior Associate $ $3, Saeed Hadian Senior Associate $ $17, Sarai C Glass Senior Associate $ $2, John Page Luster Associate $ $20, Margaret Jane Mathews Associate $ $1, Stephanie Pastena Associate $ $4, Subtotal - Restructuring Services $124, Tax Consulting Services William Renehan Partner $ $17, James J Mastroianni Partner $ $7, Chris Jackson Partner $ $3, Charles S Markham Partner $ $1, Mitchel Aeder Partner $ $ Jeremy Rayner Partner $ $2, David Earl Partner $ $1, Timothy R Fox Partner $ $19, Martina Maria Walt Partner $ $1, Costa Koutsis Partner $ $ Fabien Hautier Partner $ $8, Page 1 of 3

22 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 22 of 71 Exhibit B Hourly Services and Case Administration - Summary of / Fees by Project and Professional Project Category and Professional Position Brian Leonard Partner $ $2, Peter Dale Partner $ $1, Thorstad Hilde Partner $ $2, Gloria Eduardo Partner $ $ Allyson West Partner $ $ Kevin Curran Senior Managing Director $ $ Serge Mezhburd Senior Managing Director $ $46, Arjan Xander Fundter Director $ $ Cherie Ratna Natalia Mulyono Director $ $7, Denis Brian Murphy Director $ $5, Jessica Wai-Ying Wong Director $ $10, Sarah Drago Director $ $72, Stefan Alexandru Cernat Director $ $10, Chantal Braquet Director $ $1, Kobus Nieuwoudt Senior Manager $ $19, Andrew Richardson Senior Manager $ $12, Sophia Weekes Senior Manager $ $ John Christopher Webb Manager $ $2, Celine Christine Jundt Manager $ $ Estevan Leonardo Paredes Leal Manager $ $2, Jan Lednik Manager $ $6, Sven Kuipers Manager $ $2, Kliukaite Lina Manager $ $1, Laura Meade Manager $ $1, Laurel Odle Manager $ $1, Sara Knowles Senior Associate $ $116, Hugues Didelot Senior Associate $ $7, Brice Roussel Senior Associate $ $3, Leendert Kloot Senior Associate $ $1, Page 2 of 3

23 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 23 of 71 Exhibit B Hourly Services and Case Administration - Summary of / Fees by Project and Professional Project Category and Professional Position Annisa Lara Senior Associate $ $40.20 Michael A Recchia Associate $ $26, Yuting Hsiao Associate $ $8, Rebecca Weighman Associate $ $7, Bas Bogaarts Associate $ $1, Alejandro Redondo Rivera Associate $ $2, Subtotal - Tax Consulting Services $456, Subtotal - and - Hourly Services $581, Case Administration Bankruptcy Requirements and Other Court Obligations Andrea Clark Smith Director (Bankruptcy) $ $4, 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 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 24 of 71 Hourly Services Restructuring Services Bankruptcy Accounting Advisory 10/21/2016 Joe Jennings Director 1116H001: Perform review of the embedded FX derivative $740 document $ /24/2016 Joe Jennings Director 1116H002: Research on embedded FX derivative issue. $ $ /25/2016 Joe Jennings Director 1116H003: Perform review of the embedded FX derivative $740 document $ /1/2016 Sarai C Glass Senior Associate 1116H004: Prepare PSA overview and summary. $ $2, /1/2016 John Page Luster Associate 1116H005: Update of accounting implications $413 memorandum $ /1/2016 Joe Jennings Director 1116H006: Research of embedded FX derivative issue. $ $ /2/2016 John Page Luster Associate 1116H007: Update and format memorandum for PSA and $413 motion changes. 11/2/2016 Aaron T Director 1116H008: Preparation of agenda and materials for CHC Pocklington accounting discussions. 11/3/2016 Rajeeb Das Senior Managing 1116H009: Prepare for discussion with J. Luster, A. $822 Director Pocklington (both PwC), M. Kerr and D. Brown (both CHC) regarding fresh start accounting matters. 11/3/2016 Aaron T Director 1116H010: Prepare for discussion with J. Luster, R. Das Pocklington (both PwC), M. Kerr and D. Brown (both CHC) regarding fresh start accounting matters. 11/3/2016 Rajeeb Das Senior Managing 1116H011: Discussion with J. Luster, A. Pocklington (both $822 Director PwC), M. Kerr and D. Brown (both CHC) regarding fresh start accounting matters. $740 $ $1, $1, $1, $1, $ Page 1 of 46

25 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 25 of 71 11/3/2016 John Page Luster Associate 1116H012: Discussion with R. Das, A. Pocklington (both $413 PwC), M. Kerr and D. Brown (both CHC) regarding fresh start accounting matters. 11/3/2016 Aaron T Director 1116H013: Discussion with J. Luster, R. Das (both PwC), Pocklington M. Kerr and D. Brown (both CHC) regarding fresh start accounting matters. 11/3/2016 Aaron T Director 1116H014: Follow-up analysis for M. Kerr (CHC) Pocklington regarding accounting matters. 11/3/2016 Aaron T Director 1116H015: Continue: Follow-up analysis for M. Kerr Pocklington (CHC) regarding accounting matters. 11/3/2016 Stephanie Associate 1116H016: Perform calculations of the embedded FX Pastena derivative issue. 11/3/2016 Stephanie Associate 1116H017: Continue: Perform calculations of the Pastena embedded FX derivative issue. 11/4/2016 Aaron T Director 1116H018: Prepare correspondence for M. Kerr Pocklington (CHC) regarding accounting matters. 11/4/2016 Joe Jennings Director 1116H019: Prepare correspondence for D. Brown $740 (CHC) regarding embedded FX derivatives. 11/4/2016 Megan Eileen Senior Associate 1116H020: Draft accounting memorandum related to Nixon convertible notes. 11/7/2016 Aaron T Director 1116H021: Call with M. Kerr (CHC) regarding debt Pocklington accounting. 11/8/2016 Megan Eileen Senior Associate 1116H022: Draft accounting memorandum related to Nixon convertible notes. $740 $740 $740 $413 $413 $740 $473 $740 $ $ $ $3, $ $2, $2, $ $ $ $ $ Page 2 of 46

26 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 26 of 71 11/8/2016 Joe Jennings Director 1116H023: Discussion with D. Brown (CHC) regarding $740 FX embedded derivatives in customer contracts. 11/9/2016 Marina Kagan Director 1116H024: Review documents regarding valuation of debt $740 instruments $ $ /9/2016 Margaret Jane Associate 1116H025: Research of embedded FX derivative issue. $ $1, Mathews 11/10/2016 Aaron T Director 1116H026: Follow-up of accounting matters requested by Pocklington M. Kerr and D. Brown (both CHC). 11/10/2016 Megan Eileen Senior Associate 1116H027: Draft accounting memorandum related to Nixon convertible notes. 11/10/2016 Aaron T Director 1116H028: Discussion with D. Brown (CHC) and J. Pocklington Jennings (PwC) regarding FX embedded derivatives in customer contracts. 11/10/2016 Joe Jennings Director 1116H029: Discussion with D. Brown (CHC) and A. $740 Pocklington (PwC) regarding FX embedded derivatives in customer contracts. 11/10/2016 Marina Kagan Director 1116H030: Call with S. Hadian (PwC) regarding follow-up $740 of summary of terms. 11/10/2016 Saeed Hadian Senior Associate 1116H031: Call with M. Kagan (PwC) regarding follow-up $473 of summary of terms. 11/10/2016 Aaron T Director 1116H032: Call with D. Brown (CHC) regarding Pocklington accounting and reporting questions. $740 $473 $740 $ $1, $1, $ $ $ $ $ /10/2016 Marina Kagan Director 1116H033: Review summary of terms. $ $ /10/2016 Saeed Hadian Senior Associate 1116H034: Prepare summary of terms. $ $ Page 3 of 46

27 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 27 of 71 11/11/2016 Saeed Hadian Senior Associate 1116H035: Prepare model for valuation of debt $473 instruments. 11/11/2016 Marina Kagan Director 1116H036: Discussion with S. Hadian (PwC) regarding the $740 modeling approach. 11/11/2016 Saeed Hadian Senior Associate 1116H037: Discussion with M. Kagan (PwC) regarding the $473 modeling approach. 11/14/2016 Aaron T Director 1116H038: Review of filed POR and DS and update Pocklington accounting implications. 11/14/2016 Katherine A Manager 1116H039: Draft accounting memorandum related to Driessen convertible notes. 11/14/2016 Aaron T Director 1116H040: Discussion with M. Kagan (PwC) regarding Pocklington debt instruments. 11/14/2016 Marina Kagan Director 1116H041: Discussion with A. Pocklington (PwC) $740 regarding debt instruments. 11/14/2016 Reuven Pinsky Director 1116H042: Call with M. Kerr (CHC) regarding valuations $740 for fresh start accounting. 11/15/2016 Aaron T Director 1116H043: Review of initial results of valuations and Pocklington accounting conclusions. $740 $600 $740 $ $1, $1, $ $2, $3, $ $ $ $ /15/2016 Marina Kagan Director 1116H044: Review of the preliminary valuation model. $ $ /15/2016 Katherine A Manager 1116H045: Draft accounting memorandum related to Driessen convertible notes related to call with M. Kerr (CHC). 11/15/2016 Megan Eileen Senior Associate 1116H046: Draft accounting memorandum related to Nixon convertible notes. 11/15/2016 Aaron T Director 1116H047: Call with R. Pinsky (PwC) and M. Kerr (CHC) Pocklington regarding fresh start accounting matters. $600 $473 $ $1, $ $ Page 4 of 46

28 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 28 of 71 11/15/2016 Reuven Pinsky Director 1116H048: Call with A. Pocklington (PwC) and M. Kerr $740 (CHC) regarding fresh start accounting matters $ /16/2016 Aaron T Director 1116H049: Review of accounting matters. $ $ Pocklington 11/16/2016 Aaron T Director 1116H050: Follow-up review of accounting issues. $ $ Pocklington 11/16/2016 John Page Luster Associate 1116H051: Review of new filed POR and DS to update the $413 memorandum and bankruptcy timeline for CHC. 11/16/2016 Aaron T Director 1116H052: Discussion with M. Kagan and S. Hadian (both Pocklington PwC) regarding the valuation of debt instruments. 11/16/2016 Marina Kagan Director 1116H053: Discussion with A. Pocklington and S. Hadian $740 (both PwC) regarding the valuation of debt instruments. 11/16/2016 Saeed Hadian Senior Associate 1116H054: Discussion with A. Pocklington and M. Kagan $473 (both PwC) regarding the valuation of debt instruments. 11/16/2016 Saeed Hadian Senior Associate 1116H055: Prepare model for valuation of debt $473 instruments. 11/16/2016 Saeed Hadian Senior Associate 1116H056: Continue: Prepare model for valuation of debt $473 instruments. 11/17/2016 Rajeeb Das Senior Managing 1116H057: Review of accounting documents for M. Kerr $822 Director (CHC) drafted by A. Pocklington (PwC). 11/17/2016 Aaron T Director 1116H058: Draft illustrative accounting documents for M. Pocklington Kerr (CHC). 11/17/2016 John Page Luster Associate 1116H059: Review of the filed bankruptcy documents $413 regarding POR and DS and update memorandum as needed. $740 $ $2, $1, $1, $ $2, $ $ $2, $2, /17/2016 Marina Kagan Director 1116H060: Review of preliminary results. $ $ Page 5 of 46

29 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 29 of 71 11/17/2016 Saeed Hadian Senior Associate 1116H061: Prepare model for valuation of debt $473 instruments. 11/17/2016 John Page Luster Associate 1116H062: Conference call with M. Kerr (CHC) regarding $413 valuations. 11/18/2016 John Page Luster Associate 1116H063: Update of accounting implications $413 memorandum sections for POR and DS. 11/18/2016 Aaron T Director 1116H064: Discussion with M. Kagan and S. Hadian (both Pocklington PwC) regarding cap structure. 11/18/2016 Marina Kagan Director 1116H065: Discussion with A. Pocklington and S. Hadian $740 (both PwC) regarding cap structure. 11/18/2016 Saeed Hadian Senior Associate 1116H066: Discussion with A. Pocklington and M. Kagan $473 (both PwC) regarding cap structure. $ $1, $ $2, $1, $1, $ /18/2016 Saeed Hadian Senior Associate 1116H067: Preparation of the valuation model. $ $1, /18/2016 Saeed Hadian Senior Associate 1116H068: Continue: Preparation of the valuation model. $ $1, /21/2016 Aaron T Director 1116H069: Prepare correspondence and planning Pocklington for M. Kerr (CHC) related to accounting matters. 11/21/2016 John Page Luster Associate 1116H070: Finalize draft 1 submission of the accounting $413 implications memorandum for CHC and send to S. Glass (PwC). 11/21/2016 John Page Luster Associate 1116H071: Perform the CHC tax receivable research and $413 analysis. 11/21/2016 Dimitri B Drone Partner 1116H072: Review of valuation needs for fresh start $839 accounting. $ $ $1, $1, $ /21/2016 Saeed Hadian Senior Associate 1116H073: Preparation of the valuation model. $ $ Page 6 of 46

30 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 30 of 71 11/21/2016 Katherine A Driessen Manager 1116H074: Research of embedded FX derivative issue and prepare draft of accounting memorandum. $600 11/21/2016 Marina Kagan Director 1116H075: Discussion with S. Hadian (PwC) regarding the $740 valuation model. 11/21/2016 Saeed Hadian Senior Associate 1116H076: Discussion with M. Kagan (PwC) regarding the $473 valuation model. 11/22/2016 Aaron T Director 1116H077: Review of valuation model and accounting $740 Pocklington matters. 11/22/2016 John Page Luster Associate 1116H078: Perform CHC redeemable NCI memorandum $413 research. 11/22/2016 John Page Luster Associate 1116H079: Perform CHC tax receivable memorandum $413 research and analysis. 11/22/2016 Marina Kagan Director 1116H080: Meeting with S. Hadian (PwC) to walk through $740 the valuation model and preliminary results. 11/22/2016 Saeed Hadian Senior Associate 1116H081: Meeting with M. Kagan (PwC) to walk through $473 the valuation model and preliminary results. 11/23/2016 John Page Luster Associate 1116H082: Provide update of S. Glass (PwC) comments regarding accounting implications memorandum. $413 11/23/2016 Marina Kagan Director 1116H083: Review the results regarding valuation of debt $740 instruments. 11/23/2016 Saeed Hadian Senior Associate 1116H084: Finalize the valuation model and prepare $473 exhibits. 11/28/2016 John Page Luster Associate 1116H085: Update of accounting implications $413 memorandum $3, $1, $ $2, $ $ $1, $ $1, $ $1, $1, Page 7 of 46

31 Case bjh11 Doc 1441 Filed 01/04/17 Entered 01/04/17 15:16:44 Page 31 of 71 11/28/2016 John Page Luster Associate 1116H086: Research of the tax receivable nature for the $413 memorandum. 11/28/2016 Marina Kagan Director 1116H087: Review the exhibits for the valuation of debt $740 instruments and verify the results. 11/28/2016 Saeed Hadian Senior Associate 1116H088: Finalize the valuation model and prepare $473 exhibits. 11/29/2016 Aaron T Director 1116H089: Prepare and draft accounting materials for M. Pocklington Kerr (CHC). 11/29/2016 John Page Luster Associate 1116H090: Review of the tax receivable and NCI and $413 research topics regarding 10-Ks. $ $ $1, $ $3, $ /29/2016 Pedro C Santos Partner 1116H091: Review of valuation exhibits. $ $ /29/2016 Pedro C Santos Partner 1116H092: Discussion with M. Kagan and S. Hadian (both $839 PwC) regarding the valuation exhibits. 11/29/2016 Marina Kagan Director 1116H093: Discussion with P. Santos and S. Hadian (both $740 PwC) regarding the valuation exhibits. 11/29/2016 Saeed Hadian Senior Associate 1116H094: Discussion with M. Kagan and P. Santos (both $473 PwC) regarding the valuation exhibits. 11/30/2016 Rajeeb Das Senior Managing 1116H095: Prepare materials for discussions regarding $822 Director accounting matters $1, $1, $ $2, /30/2016 John Page Luster Associate 1116H096: Update of bankruptcy timeline for CHC. $ $1, /30/2016 Aaron T Director 1116H097: Research and prepare accounting materials. $ $3, Pocklington 11/30/2016 Rajeeb Das Senior Managing 1116H098: Call with J. Luster, A. Pocklington (both PwC) $822 Director and M. Kerr (CHC) regarding evaluation of debt valuations $1, Page 8 of 46