mew Doc 3394 Filed 05/31/18 Entered 05/31/18 20:56:15 Main Document Pg 1 of 17. Chapter 11 : : : :

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1 Pg 1 of 17 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: : : WESTINGHOUSE ELECTRIC COMPANY : LLC, et al., : : Debtors. 1 : : x Chapter 11 Case No (MEW) (Jointly Administered) STATEMENT OF FEES AND OUT-OF-POCKET EXPENSES OF PJT PARTNERS LP FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 30, 2018 PJT Partners LP ( PJT ), investment banker to the above-captioned debtors and debtorsin-possession (collectively, the Debtors ), submits for review its statement of fees and out-ofpocket expenses (the Monthly Fee Statement ) for the period of April 1, 2018 through April 30, 2018 (the Twelfth Compensation Period ), in accordance with the Procedures Order (as hereinafter defined). In support of this Monthly Fee Statement, PJT states as follows: I. Background 1. On March 29, 2017 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq., as amended (the Bankruptcy Code ). The Debtors continue to operate their businesses and 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster Inc. d/b/a WECTEC Global Project Services Inc. (8572), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania

2 Pg 2 of 17 manage their properties as debtors-in-possession pursuant to 1107(a) and 1108 of the Bankruptcy Code. 2. On April 4, 2017, the Debtors filed the Application of Debtors Pursuant to 11 U.S.C. 327(a) and 328(a), Fed. R. Bankr. P. 2014(a) and 2016, and Local Rules and for Authority to Employ and Retain PJT Partners LP as Investment Banker for the Debtors Nunc Pro Tunc to the Petition Date [Docket No. 109] (the Retention Application ), pursuant to which the Debtors sought authority to retain and employ PJT as its investment banker pursuant to the terms of an engagement agreement (the Engagement Letter ) dated March 8, A copy of the Engagement Letter was attached to the Retention Application On May 24, 2017, this Court entered the Order Pursuant to 11 U.S.C. 105(a), 330, 331, Fed. R. Bankr. P. 2016, and Local Rule Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 544] (the Procedures Order ) establishing procedures for interim compensation and reimbursement of expenses for professionals. 4. On June 1, 2017, this Court entered the Order Pursuant to 11 U.S.C. 327(a) and 328(a), Fed. R. Banr. P. 2014, and Local Rule (I) Authorizing the Employment and Retention of PJT Partners LP as Investment Banker, Nunc Pro Tunc to the Petition Date, and (II) Waiving Information Requirements of Local Rule (D) [Docket No. 639] (the Retention Order ) approving the Retention Application and authorizing the retention and employment of PJT nunc pro tunc to March 29, 2017, pursuant to the terms of the Engagement Letter. 2 Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Engagement Letter. 2

3 Pg 3 of 17 II. PJT s Request for Compensation and Reimbursement of Out-of-Pocket Expenses 5. For the Twelfth Compensation Period, PJT (a) (i) earned a monthly fee in the amount of $275,000.00, and (ii) is entitled to the reimbursement of out-of-pocket expenses incurred in the amount of $5,886.84, and (b) in accordance with the Procedures Order, seeks payment in the amount of $225, (representing 80% of the total amount of PJT s earned monthly fee, and 100% of the total amount of out-of-pocket expenses incurred by PJT during the Twelfth Compensation Period). 6. An invoice detailing the monthly fee earned and out-of-pocket expenses incurred by PJT during the Twelfth Compensation Period is attached hereto as Appendix A. A summary of all compensation earned and out-of-pocket expenses incurred during the Twelfth Compensation Period is outlined below: Monthly Fee, Out-Of-Pocket Twelfth Compensation Period Monthly Fee 20% Less Holdbacks Expenses Amount(s) Due April 1 30, 2018 $275, ($55,000.00) $220, $5, $225, The amount of compensation and out-of-pocket expenses sought in this Monthly Fee Statement and PJT s compensation practices are consistent with market practices both in and out of a bankruptcy context. PJT has never billed its clients based on the number of hours expended by its professionals. Accordingly, PJT does not have hourly rates for its professionals and PJT s professionals generally do not maintain detailed time records of the work performed for its clients. PJT has, however, maintained contemporaneous time in one-half hour increments. Time records of the 78.0 hours expended by PJT professionals in providing investment banking services to the Debtors during the Twelfth Compensation Period are provided in Appendix B. 8. A summary of the total amount of hours expended by PJT professionals during the Twelfth Compensation Period is provided below: 3

4 Pg 4 of 17 Hours Expended By Professional Professional Title Total Hours Timothy R. Coleman Partner 2.5 Mark Buschmann Partner 12.5 John Singh Managing Director 16.5 Harold Kim Vice President 21.5 Jon Walters Vice President 12.5 Kevin Li Analyst 12.5 Total Hours 78.0 III. Payments Requested 9. Pursuant to the Retention Order and the Procedures Order, with respect to: (a) PJT s monthly fee in the amount of $275,000.00, and (b) the reimbursement of PJT s out-ofpocket expenses in the amount of $5,886.84, in each case earned or incurred during the Twelfth Compensation Period, PJT hereby requests that the Debtors make the following payments to PJT: Monthly Fee $275, Less: 20% Holdback (55,000.00) Out-Of-Pocket Expenses 5, Total Amount Due $225,

5 Pg 5 of 17 Dated: May 31, 2018 PJT PARTNERS LP By: /s/ Mark Buschmann Mark Buschmann Partner 5

6 Pg 6 of 17 APPENDIX A

7 Pg 7 of 17 Daniel Sumner Vice President, Finance Westinghouse Electric Company LLC 1000 Westinghouse Drive Cranberry Township, PA May 30, 2018 Monthly Fee for the period of April 1, 2018 through April 30, 2018: $ 275, Less: 20% (55,000.00) Out-of-pocket expenses processed through April 30, 2018: (1) Airfare $ 4, Ground Transportation Meals Document Production 1, , Total Amount Due $ 225, Invoice No (1) Expenses incurred, but not yet processed due to timing differences will be billed at a later date. PJT Partners LP 280 Park Avenue New York, NY

8 Pg 8 of 17 Westinghouse Summary of Expenses GL Detail Total Apr-18 Expenses Airfare $ 4, $ 4, Ground Transportation Employee Meals Document Production 1, , Total $ 5, $ 5, Airfare $ 4, Ground Transportation Meals Document Production 1, Total Expenses $ 5,886.84

9 Pg 9 of 17 Westinghouse Details of Expenses Processed Through April 30, 2018 Invoice No Airfare Buschmann (travel agency booking fee for flight to/from Pittsburgh, PA from/to Queens, NY on 03/05-03/06/18) 02/28/ Buschmann (round trip flight to/from Pittsburgh, PA from/to Queens, NY) 03/05/18-03/06/ Singh (travel agency booking fee for flight to/from London, UK from/to Queens, NY) 03/29/ Singh (round trip coach class flight to/from London, UK from/to Queens, NY) 03/29/18 2, Subtotal - Airfare $ 4, Ground Transportation Buschmann (taxi to client meeting in New York, NY) 12/21/ Kim (car service to client dinner meeting in New York, NY from office) 03/27/ Kim (car service home from client dinner meeting in New York, NY) 03/27/ Li (weeknight car service home from office after working late) 12/18/ Li (weeknight car service home from office after working late) 12/19/ Li (weeknight car service home from office after working late) 12/20/ Walters (weeknight car service home from office after working late) 01/02/ Walters (weeknight car service home from office after working late) 01/03/ Subtotal - Ground Transportation Employee Meals Buschmann (weeknight working dinner office while working late) 01/18/ Coleman (weeknight working dinner office while working late) 11/02/ Kim (weeknight working dinner office while working late) 11/02/ Kim (weeknight working dinner office while working late) 02/02/ Kim (weeknight working dinner office while working late) 02/07/ Kim (weeknight working dinner office while working late) 02/08/ Li (weekend working dinner office) 05/07/ Li (weeknight working dinner office while working late) 12/20/ Li (weeknight working dinner office while working late) 12/21/ Li (weeknight working dinner office while working late) 12/22/ Li (weeknight working dinner office while working late) 01/18/ Li (weeknight working dinner office while working late) 02/20/ Li (weeknight working dinner office while working late) 02/22/ Li (weeknight working dinner office while working late) 02/23/ Li (weeknight working dinner office while working late) 03/13/ Subtotal - Employee Meals Document Production Greenwell (2 black & white photocopies a rate of $0.10 per page) 03/01/ Greenwell (122 color photocopies a rate of $0.10 per page) 03/01/ Li (1,104 black & white photocopies a rate of $0.10 per page) 01/16/ Li (58 color photocopies a rate of $0.10 per page) 01/16/ Li (76 black & white photocopies a rate of $0.10 per page) 01/23/ Li (3 color photocopies a rate of $0.10 per page) 01/23/ Li (9,086 color photocopies a rate of $0.10 per page) 01/30/ Subtotal - Document Production 1, Total Expenses $ 5, Page 3 of 3

10 Pg 10 of 17 APPENDIX B

11 Pg 11 of 17 PJT PARTNERS LP SUMMARY OF HOURS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 30, 2018 Professional Title Hours Timothy Coleman Partner 2.5 Mark Buschmann Partner 12.5 John Singh Managing Director 16.5 Harold Kim Vice President 21.5 Jon Walters Vice President 12.5 Kevin Li Analyst 12.5 Total 78.0

12 Pg 12 of 17 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 30, 2018 Professional Date Hours Explanation Tim Coleman 04/04/ Advisor update call re: Sale Process Tim Coleman 04/09/ Company and advisor update call re: Sale Process Tim Coleman 04/11/ Advisor update call re: Sale Process Tim Coleman 04/18/ Advisor update call re: Sale Process Tim Coleman 04/25/ Advisor update call re: Sale Process 2.5 Page 2 of 7

13 Pg 13 of 17 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 30, 2018 Professional Date Hours Explanation Mark Buschmann 04/04/ Advisor update call re: Sale Process Mark Buschmann 04/06/ Internal meeting re: Sale Process Mark Buschmann 04/09/ Company and advisor update call re: Sale Process Mark Buschmann 04/10/ Internal meeting re: Sale Process Mark Buschmann 04/11/ Call with Alix and Weil to discuss sale process and closing Mark Buschmann 04/11/ Advisor update call re: Sale Process Mark Buschmann 04/12/ Call with Alix, Weil, and the Debtors to discuss sale process and closing Mark Buschmann 04/13/ Internal meeting re: Sale Process Mark Buschmann 04/17/ Internal meeting re: Sale Process Mark Buschmann 04/18/ Advisor update call re: Sale Process Mark Buschmann 04/19/ Internal meeting re: Sale Process Mark Buschmann 04/20/ Advisor call to discuss taxes Mark Buschmann 04/23/ Internal meeting re: Sale Process Mark Buschmann 04/25/ Advisor update call re: Sale Process Mark Buschmann 04/27/ Internal meeting re: Sale Process Mark Buschmann 04/30/ Internal meeting re: Sale Process 12.5 Page 3 of 7

14 Pg 14 of 17 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 30, 2018 Professional Date Hours Explanation John Singh 04/04/ Advisor update call re: Sale Process John Singh 04/06/ Internal meeting re: Sale Process John Singh 04/09/ Company and advisor update call re: Sale Process John Singh 04/10/ Internal meeting re: Sale Process John Singh 04/11/ Call with Alix and Weil to discuss sale process and closing John Singh 04/11/ Advisor update call re: Sale Process John Singh 04/12/ Call with Alix, Weil, and the Debtors to discuss sale process and closing John Singh 04/13/ Internal meeting re: Sale Process John Singh 04/17/ Internal meeting re: Sale Process John Singh 04/18/ Advisor update call re: Sale Process John Singh 04/19/ Internal meeting re: Sale Process John Singh 04/20/ Advisor call to discuss taxes John Singh 04/23/ Internal meeting re: Sale Process John Singh 04/24/ Board meeting John Singh 04/25/ Advisor update call re: Sale Process John Singh 04/27/ Internal meeting re: Sale Process John Singh 04/30/ Internal meeting re: Sale Process 16.5 Page 4 of 7

15 Pg 15 of 17 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 30, 2018 Professional Date Hours Explanation Harold Kim 04/04/ Advisor update call re: Sale Process Harold Kim 04/06/ Internal meeting re: Sale Process Harold Kim 04/09/ Company and advisor update call re: Sale Process Harold Kim 04/10/ Management meeting re: leadership development workshop Harold Kim 04/10/ Internal meeting re: Sale Process Harold Kim 04/11/ Call with Alix and Weil to discuss sale process and closing Harold Kim 04/11/ Advisor update call re: Sale Process Harold Kim 04/12/ Call with Alix, Weil, and the Debtors to discuss sale process and closing Harold Kim 04/13/ Internal meeting re: Sale Process Harold Kim 04/17/ Internal meeting re: Sale Process Harold Kim 04/18/ Advisor update call re: Sale Process Harold Kim 04/18/ Tax update call Harold Kim 04/19/ Internal meeting re: Sale Process Harold Kim 04/20/ Advisor call to discuss taxes Harold Kim 04/23/ Meeting with Brookfield Harold Kim 04/23/ Internal meeting re: Sale Process Harold Kim 04/25/ Advisor update call re: Sale Process Harold Kim 04/27/ Internal meeting re: Sale Process Harold Kim 04/30/ Internal meeting re: Sale Process Harold Kim 04/30/ Calls with Brookfield, advisors re: process items 21.5 Page 5 of 7

16 Pg 16 of 17 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 30, 2018 Professional Date Hours Explanation Jon Walters 04/04/ Advisor update call re: Sale Process Jon Walters 04/06/ Internal meeting re: Sale Process Jon Walters 04/09/ Company and advisor update call re: Sale Process Jon Walters 04/10/ Internal meeting re: Sale Process Jon Walters 04/11/ Call with Alix and Weil to discuss sale process and closing Jon Walters 04/11/ Advisor update call re: Sale Process Jon Walters 04/12/ Call with Alix, Weil, and the Debtors to discuss sale process and closing Jon Walters 04/13/ Internal meeting re: Sale Process Jon Walters 04/17/ Internal meeting re: Sale Process Jon Walters 04/18/ Advisor update call re: Sale Process Jon Walters 04/19/ Internal meeting re: Sale Process Jon Walters 04/20/ Advisor call to discuss taxes Jon Walters 04/23/ Internal meeting re: Sale Process Jon Walters 04/25/ Advisor update call re: Sale Process Jon Walters 04/27/ Internal meeting re: Sale Process Jon Walters 04/30/ Internal meeting re: Sale Process 12.5 Page 6 of 7

17 Pg 17 of 17 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 30, 2018 Professional Date Hours Explanation Kevin Li 04/04/ Advisor update call re: Sale Process Kevin Li 04/06/ Internal meeting re: Sale Process Kevin Li 04/09/ Company and advisor update call re: Sale Process Kevin Li 04/10/ Internal meeting re: Sale Process Kevin Li 04/11/ Call with Alix and Weil to discuss sale process and closing Kevin Li 04/11/ Advisor update call re: Sale Process Kevin Li 04/12/ Call with Alix, Weil, and the Debtors to discuss sale process and closing Kevin Li 04/13/ Internal meeting re: Sale Process Kevin Li 04/17/ Internal meeting re: Sale Process Kevin Li 04/18/ Advisor update call re: Sale Process Kevin Li 04/19/ Internal meeting re: Sale Process Kevin Li 04/20/ Advisor call to discuss taxes Kevin Li 04/23/ Internal meeting re: Sale Process Kevin Li 04/25/ Advisor update call re: Sale Process Kevin Li 04/27/ Internal meeting re: Sale Process Kevin Li 04/30/ Internal meeting re: Sale Process 12.5 Page 7 of 7