UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION. In Re: Chapter 11

Transcription

1 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In Re: Chapter 11 ENERGY CONVERSION DEVICES, INC., et al. 1, Case No (Jointly Administered) Debtors. / Hon. Thomas J. Tucker NOTICE OF PLANTE & MORAN, PLLC S APRIL 2012 MONTHLY FEE STATEMENT In accordance with the Bankruptcy Court s Order Under Bankruptcy Code Sections 105(a) and 331 and Local Rule Establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals entered on May 4, 2012 (Docket No. 477) (the Fee Procedure Order ), attached as Exhibit A is a copy of the Monthly Fee Statement for April 2012 ( April 2012 Fee Statement ) of Plante & Moran, PLLC ( P&M ), Accountants to Energy Conversion Devices, Inc., et al. (the Debtors ). The fees and costs requested in the April 2012 Fee Statement shall be authorized to be paid to P&M by the Debtors without further notice and without a hearing unless, within fourteen days after service of this April 2012 Fee Statement, a written Notice of Objection to the April 2012 Fee Statement setting forth in detail the nature of the objection, and the amount of fees and/or expenses subject to the objection, and the amount of fees and/or expenses not subject to the objection and is served upon the following parties (collectively, the Notice Parties ): (i) counsel to the Debtors, Honigman Miller Schwartz and Cohn LLP, 660 Woodward Avenue, Suite 2290, Detroit, MI 48226, Attn: Aaron M. Silver and Robert B. Weiss; (ii) the Office of the 1 The Debtors in these jointly-administered cases are Energy Conversion Devices (Case No ) and United Solar Ovonic LLC (Case No ) tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 1 of 15

2 United States Trustee, 211 W. Fort Street, Suite 700, Detroit, MI 48226, Attn: Leslie Berg and David K. Foust ( (iii) counsel to the Committee, Foley & Lardner LLP, 500 Woodward Avenue, Suite 2700, Detroit, MI 48226, Attn: Judy O Neill and John A. Simon ( jsimon@foley.com); (iv) counsel to the Ad Hoc Consortium, Brown Rudnick LLP, Seven Times Square, New York, NY 10036, Attn: Robert Stark; and Pepper Hamilton LLP, 4000 Town Center, Suite 1800, Southfield, MI 48075, Attn: Robert S. Hertzberg ( hertzbergr@pepperlaw.com); and (v) Plante & Moran, PLLC, Northwestern Highway, Southfield, MI 48034, Attn: Timothy Weed ( tim.weed@plantemoran.com). Pursuant to the April 2012 Fee Statement, in the month of April 2012 P&M incurred fees in the amount of $33, and expenses in the amount of $0.00, for a total amount of $33, Pursuant to the Fee Procedure Order, P&M seeks interim compensation of 80% of its April 2012 fees, in the amount of $26,664.40, and reimbursement of 100% of its April 2012 costs, in the amount of $0.00, for a total interim payment amount of $26, Respectfully submitted, HONIGMAN MILLER SCHWARTZ AND COHN LLP Counsel for the Debtors Dated: June 6, 2012 By: /s/ Aaron M. Silver Aaron M. Silver, Esq. (P65481) 2290 First National Building 660 Woodward Avenue Detroit, MI Telephone: (313) Facsimile: (313) asilver@hongiman.com and tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 2 of 15

3 Dated: June 6, 2012 By: /s/ Timothy Weed Timothy Weed Northwestern Highway Southfield, MI Telephone: (248) Facsimile: (248) tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 3 of 15

4 EXHIBIT A tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 4 of 15

5 EXHIBIT A ` Plante & Moran, PLLC Re: ECD, Inc. et al., Case No April 1-30, 2012 Staff Member Project Time Hourly Rate Total Fees Priestley, Dave , Zeleney, Andrew , Total Hours and Fees: $ 33, Service Code Project Time Total Fees Bankruptcy Administration () $ 13, Due Diligence () , Employment Application (EM) Liquidation Analysis () , Time Summary by Service: $ 33, Disbursements Total Disbursed None - Total Disbursments: $ - Total Fees & Disbursements: $ 33, tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 5 of 15

6 TOTAL HOURS BY SERVICE CODE Hours Fee Bankruptcy Administration () Priestley, Dave , Zeleney, Andrew , Subtotal $ 13, Due Diligence () Priestley, Dave , Zeleney, Andrew , Subtotal $ 4, Employment Application (EM) Priestley, Dave Subtotal 0.30 $ Liquidation Analysis () Priestley, Dave , Subtotal $ 15, Grand Total $ 33, tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 6 of 15

7 BANKRUPTCY ADMINISTRATION () HOURS Staff Member Date Project Time Priestley, Dave 4/2/ Priestley, Dave 4/2/ Zeleney, Andrew 4/2/ Zeleney, Andrew 4/2/ Zeleney, Andrew 4/2/ Priestley, Dave 4/3/ Zeleney, Andrew 4/3/ Zeleney, Andrew 4/3/ Description Meeting with Kriss Andrews, Greg Coppola, Fred Fisher and Nate Bacon of ECD/USO and Andrew Zeleney of Plante Moran - review open items needed to submit amended schedules. Review open follow-up items from 341 meeting with Andrew Zeleney of Plante Moran, and plan remaining tasks. Prep for meeting with ECD regarding schedule amendment issues. Review open 341 meeting items with D.Priestley. Plan and delegate tasks. Prepare for meeting with ECD on same issue. Meet with Andrews, N. Bacon, G. Copolla, F. Fisher and D.Priestley to review status of SOFA and Schedule amendments process. Gather information and data necessary to complete outstanding items for revised SOFA and Schedules. Reconcile 12 month wire activity with AP historic payments. Review intercompany transfers and accounting data with Andrew Zeleney Review intercompany transfers and accounting data with D.Priestley. Gather information and data necessary to complete outstanding items for revised SOFA and Schedules. Reconcile 12 month wire activity with AP historic payments. Code Priestley, Dave 4/4/ Review status of executory contracts Priestley, Dave 4/4/ Respond to inquiry re: liens on leased equipment Priestley, Dave 4/4/ Review revisions to schedules, comparing to companies intercompany accounts and wire transfer records. Identify items for follow-up clarification. Zeleney, Andrew 4/4/ Priestley, Dave 4/5/ Priestley, Dave 4/5/ Gather information and data necessary to complete outstanding items for revised SOFA and Schedules. Reconcile 12 month wire activity with AP historic payments. Follow-up on 341 meeting requests for information regarding Sunway, Beachside, intercompany payments Meeting with Kriss Andrews, Greg Copolla of ECD, Andrew Zeleney of P&M - to discuss follow-up to 341 meetings tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 7 of 15

8 Priestley, Dave 4/5/ Meeting with Andrew Zeleney - regarding additional data received from ECD accounting team and analyzing it for intercompany and other insider transactions Priestley, Dave 4/5/ Meeting with Kriss Andrews, Greg Copolla of ECD to plan next set of tasks - modifications to LA, support for plan development, inventory analysis for prospective buyer Priestley, Dave 4/5/ Meeting with Greg Coppola, Andrew Zeleney of P&M - review all intercompany transfers for revised schedules. Review selected bank statements to check transfer records in intercompany accounting Zeleney, Andrew 4/5/ Meeting with K. Andrews, G. Coppola and D.Priestley relative to status of amended SOFA and Schedules. Zeleney, Andrew 4/5/ Meet with G. Copolla and D.Priestley to review intercompany transfers and bank statements for inclusion in revised schedules. Zeleney, Andrew 4/5/ Meet with D.Priestley re: additional accounting data received from staff. Analyze data for intercompany and insider data gathering. Zeleney, Andrew 4/5/ Gather information and data necessary to complete outstanding items for revised SOFA and Schedules. Follow up with N. Bacon on outstanding reconciliation items. Research specific fed wire transactions. Complete amended file and submit to Honigman. Priestley, Dave 4/6/ Search for documents related to China JV Priestley, Dave 4/9/ Prepare for inventory meeting by reviewing inventory valuation, meeting with Len Kumm to go over inventory data and calculations, scrap values obtained to date, value in Mexico Zeleney, Andrew 4/9/ Respond to K. Andrews relative to Trustee related questions. Initiate data gathering for due diligence checklist from Trony Solar Holdings. Update D.Priestley on outstanding items and follow up relative to amended SOFA and Schedules. Priestley, Dave 4/10/ Lookup potential issue with USO filing and resolve that no amended filing was required Priestley, Dave 4/11/ Executory contract meeting with Kriss Andrews, Jay Knoll of ECD Priestley, Dave 4/17/ Look for and send vendor contracts for UCC request Priestley, Dave 4/17/ Meeting and conference call with Mark Clary of Diversified re: property taxes Priestley, Dave 4/17/ Meeting with Andrew Zeleney to discuss 2012 property taxes Zeleney, Andrew 4/17/ Discuss 2012 property tax liability with D.Priestley tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 8 of 15

9 Zeleney, Andrew 4/18/ Gather information re: Warranty claim activity. Follow up on drawback claim paperwork with S. Britt of ECD. Request file of receiving data from N. Bacon. Format data and review receipts processed 20 days pre-filing. Zeleney, Andrew 4/20/ Follow up on status of Honigman information requests via . Priestley, Dave 4/23/ Planning re: 503(b)(9) analysis Priestley, Dave 4/23/ Cross check various warranty lists, customer lists against claims list Priestley, Dave 4/23/ Meeting with Andrew Zeleney - discuss findings of comparison of warranty reserve lists against customer, creditor list; direction for further investigation Zeleney, Andrew 4/23/ Meet with D.Priestley to discuss warranty reserves list and data compared to creditor list filed with the court. Priestley, Dave 4/24/ Investigate and obtain data for potential 503(b)(9) claims; start analysis Priestley, Dave 4/24/ Research question regarding Plex executory question, review new past warranty claim information; review initial 503(b)(9) analysis Priestley, Dave 4/24/ Investigate specific balance sheet liabilities for validity as possible claims - for liquidation analysis and also future claims processing Priestley, Dave 4/25/ Meeting with Kriss Andrews, Greg Coppola, Jay Knoll, Frank Homan, Nick Seeterlin of ECD/USO, Kurt Beckeman of Alix regarding criteria for accepting/rejecting supplier contracts under assumption of sale of ongoing business; need to have contract list for potential buyer. Zeleney, Andrew 4/26/ Format information re: Warranty claims. Answer requests from Honigman re: status of various open items. Priestley, Dave 4/27/ Investigate and report on historic warranty claimants Priestley, Dave 4/27/ Investigate cure amounts for real estate leases and send. Priestley, Dave 4/27/ Obtain and send creditor list to Grant Thornton for conflict check Priestley, Dave 4/27/ Meeting with Andrew Zeleney of P&M to go over various company requests Priestley, Dave 4/27/ Executory contract meeting with Kriss Andrews, Nick Seeterlin, Frank Homan, Jay Knoll of ECD Zeleney, Andrew 4/27/ Meet with D.Priestley to review various requests from the company. Zeleney, Andrew 4/27/ Meet with J. Knoll, D. Priestley, F. Homan, N. Seeterlin, J. Hollabaugh and K. Beckeman relative to contracts the Company assumes to keep tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 9 of 15

10 Priestley, Dave 4/30/ Priestley, Dave 4/30/ Zeleney, Andrew 4/30/ Total Hours: Set up 503(b)(9) analysis with USO purchasing dept. Cross check 3/15 warranty claims list with Creditor matrix. Investigate MAGCO which is on warranty list but not on notice list; confirm that all warranty claimants were on the creditor matrix Gather information and status updates per Honigman requests. Send summary of receipted goods and services file to N. Seeterlin for review and input tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 10 of 15

11 DUE DILIGENCE () HOURS Staff Member Date Project Time Priestley, Dave 4/9/ Priestley, Dave 4/9/ Priestley, Dave 4/10/ Priestley, Dave 4/10/ Zeleney, Andrew 4/10/ Zeleney, Andrew 4/10/ Zeleney, Andrew 4/10/ Priestley, Dave 4/11/ Zeleney, Andrew 4/11/ Zeleney, Andrew 4/12/ Priestley, Dave 4/17/ Priestley, Dave 4/17/ Description Task planning and organizing file tracking for providing Due diligence items to Trony Obtain initial due diligence list from Trony, direction from Kriss Andrews regarding due diligence assistance, planning tasks to assemble items Call to Andre Aujier of Quarton Partners re: coordinating Trony due diligence requirements Discussion with Andrew Zeleney - summary of due diligence conference call, adjustments to due diligence request and PM to do list Meet with D.Priestley to discuss due diligence request items. Conference call with K. Andrews, Wilson Sousini, Miller Canfield and Honigman to discuss pending due diligence data and assigning of responsible contacts to gather data. Data collection and communication with client staff on relevant due diligence requests. Communication with Honigman paralegal staff re: SOFA and Schedule entries. Communicate with K. Beckeman of Alix Partners re: Secured Claim entry in court filing. Due diligence request for employee claims and litigation Gather information relative to due diligence request. Meet with onsite staff to obtain files and policies. Communicate information with requesting parties. Update parties accordingly. Analyze company data re: supply base and supplier payments made within past year. Follow up with HR staff and continue to gather information relative to due diligence requests. Meet with J. Yaker of ECD to discuss status of requests. Communicate via with parties involved in request. Meeting with Kriss Andrews of ECD to get general offer parameters - best estimate of Trony offer to set up offer analysis model Meeting with Bob Weiss and Aaron Silver of Honigman, Andre Augier of Quarton Partners, Kriss Andrews and Jay Knoll of ECD, Ted Stenger and Kurt Beckeman of Alix Partners to review and analyze Trony and Sumar bids Priestley, Dave 4/18/ Follow-up from Honigman meeting re: offers Code tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 11 of 15

12 Priestley, Dave 4/18/ Total Hours: Review offer assessment analysis with Josh Yaker of ECD tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 12 of 15

13 EMPLOYMENT APPLICATION (EM) HOURS Staff Member Date Project Time Priestley, Dave 4/23/ Total EM Hours: 0.30 Description Answer company inquiry regarding fees to date and pre-petition retainer for accounting Code EM UIDATION ANALYSIS () HOURS Staff Member Date Project Time Priestley, Dave 4/2/ Priestley, Dave 4/3/ Priestley, Dave 4/3/ Priestley, Dave 4/4/ Priestley, Dave 4/5/ Priestley, Dave 4/5/ Priestley, Dave 4/9/ Priestley, Dave 4/11/ Priestley, Dave 4/11/ Priestley, Dave 4/12/ Description Meeting with Kriss Andrews, Kurt Beckeman of Alix - Discussion of enhancing liquidation analysis in order to compare offers for subsets of assets with liquidation proceeds, also to provide supporting details and schedules to creditor committee. Meeting with Kriss Andrews regarding next update of wind down and liquidating budget/analysis. Clean up liquidation analysis file - prepare for distribution to creditors committee advisors Work on liquidation analysis model; eliminate obsolete analyses, clarify relationship between supporting tabs and main tabs; format for creditor committee financial advisor review PP&E liquidation assumption schedule to Ted Stenger with explanation Reformat liquidation analysis schedules for creditor committee and send Meeting with Kriss Andrews, Jay Knoll, Len Kumm of USO regarding Inventory values, possible strategies for optimizing inventory value, and additional analysis in order to compare possible going concern offer with inventory liquidation value Review of sale related motions as background for preparing analysis comparing asset sale proceeds with liquidation proceeds Work on setting up comparison of 100% liquidation proceeds with proceeds from combination of going concern asset sale and liquidation of remaining assets Develop template for analyzing 363 offers vs. liquidation proceeds Code tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 13 of 15

14 Priestley, Dave 4/13/ Update liquidation analysis - create and integrate purchase offer comparison into liquidation analysis; meetings with Kriss Andrews and Kurt Beckeman to go over analysis structure in preparation for receiving offer(s) from bidders and being ready to analyze them quickly. Priestley, Dave 4/16/ Provide liquidation and offer analysis model to Kurt Beckeman of Alix for their use Priestley, Dave 4/17/ Meeting with Kurt Beckeman of Alix Partners, Greg Coppola of ECD to obtain cash, A/R, and weekly cash flow parameters for offer analysis model Priestley, Dave 4/17/ Update Liquidation Analysis/offer assessment model for new A/R and cash balance and cash budget; enter theoretical offer information for test run of offer analysis model Priestley, Dave 4/18/ Analyze new wind down budget Priestley, Dave 4/18/ Analyze latest inventory valuation file and send high level comments to Kriss Andrews. Priestley, Dave 4/18/ Meeting with Kriss Andrews to follow-up on liquidation vs. offer analysis. Lay out summary of difference between the two scenarios for simple high level presentation purpose. Priestley, Dave 4/24/ Prep for liquidation analysis revision meeting Priestley, Dave 4/24/ Update liquidation analysis and offer comparison model for changes discussed in meeting Priestley, Dave 4/24/ Meeting with Kriss Andrews and Jay Knoll of ECD, Kurt Beckeman of Alix Partners regarding next update to liquidation analysis and offer comparison model. Discuss new information and assumptions for proceeds and claims, as well as output format for easier comparison of offers with remaining assets liquidated vs. full liquidation scenario. Priestley, Dave 4/25/ Updates for new information to liquidation analysis and offer comparison model; integration of new weekly cash budget and wind down estimates as well as revised/updated asset recovery estimates and claims estimates Priestley, Dave 4/26/ Complete revisions to liquidation analysis and offer assessment model Priestley, Dave 4/26/ Kriss Andrews and Kurt Beckeman of Alix Partners; potential offer status meeting and repercussions for comparison of offers and liquidation scenario; outline adjustments to model for likely offer scenarios Priestley, Dave 4/27/ Additional revisions to Liquidation Analysis and offer assessment model for changes in updated assumptions tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 14 of 15

15 Priestley, Dave 4/30/ Priestley, Dave 4/30/ Total Hours: Obtain updated accrued PTO data for liquidation & claims analysis Updates to Liquidation Analysis for recent new claims info (minor changes) tjt Doc 668 Filed 06/06/12 Entered 06/06/12 10:10:14 Page 15 of 15