WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------x In re : : Chapter 11 WESTINGHOUSE ELECTRIC : COMPANY LLC, et al., : Case No. 17-10751 (MEW) : Debtors. 1 : (Jointly Administered) --------------------------------------------------------x CERTIFICATE OF NO OBJECTION UNDER 28 U.S.C. 1746 REGARDING INTERIM AND FINAL FEE APPLICATIONS TO THE HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE: Pursuant to 28 U.S.C. 1746, and in accordance with this Court s case management procedures set forth in the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P. 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures [ECF No. 101] (the Case Management Order ), the undersigned hereby certifies as follows: 1. On October 23, 2018, W Wind Down Co, LLC ( Wind Down Co ), filed a Notice of Hearing on Applications for Allowance of Compensation and Reimbursement of 1 Pursuant to the Order (I) Consolidating the Administration of Certain Remaining Matters at the Lead Case; (II) Entering a Final Decree Closing Certain Affiliate Cases; (III) and Granting Related Relief [ECF No. 3956], entered on September 25, 2018, many of the Debtors Chapter 11 Cases were closed. The Debtors in the remaining chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Westinghouse Electric Company LLC (0933), Stone & Webster Services LLC (5448), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), and WECTEC Staffing Services LLC (4135). The Reorganized Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066.
Expenses on November 13, 2018 at 11:00 a.m. [ECF No. 4055] with the Court for the following applications (collectively, the Applications ): a. Fourth and Final Application of Togut, Segal & Segal as Counsel to Debtor Toshiba Nuclear Energy Holdings (UK) Limited for (I) Interim Allowance of Compensation for Professional Services Rendered and for Reimbursement of Actual and Necessary Expenses Incurred From April 1, 2018 Through August 1, 2018 (the Effective Date); and (II) Final Allowance of All Pre-Effective Date Compensation and Expenses [ECF No. 3915]; b. Fourth Interim and Final Application of Weil, Gotshal & Manges LLP, as Attorneys for the Debtors, for Allowance of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred During (I) the Fourth Interim Compensation Period of April 1, 2018 Through and Including August 1, 2018 and (II) the Final Compensation Period of March 29, 2017 Through and Including August 1, 2018 [ECF No. 3917]; c. Fourth Interim and Final Application of PJT Partners LP as Investment Banker to the Debtors and Debtors-In-Possession for Allowance (and Final Approval) of Compensation for Services Rendered and for the Reimbursement of All Actual and Necessary Expenses Incurred for the Period of March 29, 2017 Through August 1, 2018 [ECF No. 3918]; d. Fourth Interim Fee Application of Proskauer Rose, LLP as Counsel to Statutory Unsecured Claimholders Committee of Westinghouse Electric Company LLC, et al., for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from April 1, 2018 Through July 31, 2018 [ECF No. 3919]; e. Fourth Application of Alvarez & Marsal North America, LLC as Financial Advisor for the Statutory Committee of Unsecured Claimholders for Allowance of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from April 1, 2018 Through and Including July 31, 2018 [ECF No. 3920]; 2 f. Third Interim and Final Fee Application of Houlihan Lokey Capital, Inc., Investment Banker to the Statutory Committee of Unsecured Claimholders, for Allowance of Compensation for Professional Services Rendered and 2 Alvarez & Marsal North America, LLC seeks approval of a completion fee by separate application [ECF No. 3975], such completion fee is not included in this interim application. 2
Reimbursement of Actual and Necessary Expenses Incurred from June 20, 2017 Through July 31, 2018 [ECF No. 3922]; g. Third Interim Fee Application of National Environmental Strategies, LLC as Governmental Consultant to Statutory Unsecured Claimholders Committee of Westinghouse Electric Company, LLC, et al., for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from April 1, 2018 Through July 31, 2018 [ECF No. 3925]; h. Second Interim and Final Fee Application of Hayashi & Partners, as Special Counsel to Statutory Unsecured Claimholders Committee of Westinghouse Electric Company LLC, et al., for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from September 5, 2017 Through January 31, 2018 [ECF No. 3926]; i. Fourth Interim and Final Fee Application of K&L Gates LLP, as Special Counsel to the Debtors, for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred, for (I) the Fourth Interim Period from April 1, 2018 through July 31, 2018 and (II) the Final Compensation Period from March 29, 2017 through July 31, 2018 [ECF No. 3955]; j. Second Interim and Final Fee Application of Ankura Consulting Group, LLC for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Consultant and Accounting Advisor to the Debtors [ECF No. 3969]; k. Final Application of Alvarez & Marsal North America, LLC as Financial Advisor for the Statutory Committee of Unsecured Claimholders for Allowance of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from April 18, 2017 through and Including August 1, 2018 [ECF No. 3974]; 3 l. Final Fee Application of Proskauer Rose, LLP as Counsel to Statutory Unsecured Claimholders Committee of Westinghouse Electric Company LLC, et al., for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from April 7, 2017 through August 1, 2018 [ECF No. 3977]; m. Final Fee Application of National Environmental Strategies, LLC as Governmental Consultant to Statutory Unsecured Claimholders 3 Alvarez & Marsal North America, LLC seeks approval of a completion fee by separate application [ECF No. 3975], such completion fee is not included in this final application. 3
Committee of Westinghouse Electric Company LLC, et al., for Allowance and Payment of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from October 11, 2017 through July 31, 2018 [ECF No. 3979]; n. Final Application of the Members of the Statutory Unsecured Claimholders Committee of Westinghouse Electric Company LLC, et al., for Reimbursement of Actual and Necessary Expenses Incurred for the Period April 7, 2017 through August 1, 2018 [ECF No. 3980]; o. Third Interim and Final Application of Milbank, Tweed, Hadley & McCloy LLP for Approval and Allowance of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses [ECF No. 3987]; p. Final Fee Application by Deloitte & Touche LLP for Compensation for Services Rendered as Accounting Advisory Services Provider to the Debtors for the Period from July 17, 2017 through October 31, 2017 [ECF No. 3989]; q. Final Fee Application by Deloitte Consulting LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Consulting Services Provider to the Debtors for the Period from November 28, 2017 through March 31, 2018 [ECF No. 3990]; r. Final Fee Application by Deloitte Transactions and Business Analytics LLP for Compensation for Services Rendered as Valuation and Discovery Services Provider to the Debtors for the Period from March 29, 2017 through June 30, 2018 [ECF No. 3991]; and s. Final Fee Application of Deloitte Financial Advisory Services LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Financial Advisory Services Provider to the Debtors for the Period from March 29, 2017 through March 31, 2018 [ECF No. 3992]. 2. In accordance with the Case Management Order, a deadline was established for parties to object or file responses to the Applications (the Objection Deadline ). The Objection Deadline was set for November 6, 2018 at 4:00 p.m. (Eastern Time). 3. The Objection Deadline has now passed and, to the best of my knowledge, no objection has been filed with the Court on the docket of the above-referenced cases in 4
accordance with the procedures set forth in the Case Management Order with respect to any of the Applications. 4. On November 6, 2018, Wind Down Co filed Wind Down Co s Limited Objection and Reservation of Rights with Respect to the Final Approval of All Professional Fee Applications [ECF No. 4082] (the Limited Objection ). As requested in the Limited Objection, the proposed order, annexed hereto as Exhibit A (the Proposed Order ), includes a reservation of rights of Wind Down Co against Brookfield WEC Holdings LLC or the Reorganized Debtors. Counsel for Wind Down Co has confirmed that the Proposed Order resolves the Limited Objection as to the Applications. 5. Accordingly, the Debtors respectfully request that the proposed order granting the Applications, annexed hereto as Exhibit A, be entered in accordance with the procedures described in the Case Management Order. I declare that the foregoing is true and correct. Dated: November 13, 2018 New York, New York /s/ Garrett A. Fail Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 5
Exhibit A Proposed Order
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------x In re : : Chapter 11 WESTINGHOUSE ELECTRIC : COMPANY LLC, et al., : Case No. 17-10751 (MEW) : Debtors. 1 : (Jointly Administered) --------------------------------------------------------x ORDER GRANTING INTERIM AND FINAL APPLICATIONS FOR ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED Upon consideration of each of the fee applications (each, an Application and collectively, the Applications ) filed by those professionals identified on Schedule A and Schedule B hereto (each, an Applicant and collectively, the Applicants ) for interim and final allowance of compensation for professional services rendered and expenses incurred during the periods identified on Schedule A and Schedule B; and the Court having jurisdiction to consider the Applications and the relief requested therein in accordance with 28 U.S.C. 157 and 1334(b) and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Applications and the relief requested being a core proceeding pursuant to 28 U.S.C. 157(b)(2); and venue being proper before the Court pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Applications having been provided; and such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further 1 Pursuant to the Order (I) Consolidating the Administration of Certain Remaining Matters at the Lead Case; (II) Entering a Final Decree Closing Certain Affiliate Cases; (III) and Granting Related Relief [ECF No. 3956], entered on September 25, 2018, many of the Debtors Chapter 11 Cases were closed. The Debtors in the remaining chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Westinghouse Electric Company LLC (0933), Stone & Webster Services LLC (5448), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), and WECTEC Staffing Services LLC (4135). The Reorganized Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066.
notice need be provided; and the Court having reviewed the Applications; and the Court having found and determined that all of the applicable requirements of sections 327, 328, 330, and 331 of title 11 of the United States Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure, Rule 2016-1 of the Local Bankruptcy Rules for the Southern District of New York, the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, effective February 5, 2013 (as adopted by General Order M-447), and the Order Pursuant to 11 U.S.C. 105(a), 330, 331, Fed. R. Bankr. P. 2016, and Local Rule 2016-1 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [ECF No. 544] have been satisfied with respect to each of the Applications; and it appearing that the services rendered and expenses incurred by each of the Applicants for which compensation and reimbursement are allowed hereby were actual, reasonable and necessary; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that the Applications are granted on an interim basis to the extent set forth on Schedule A hereto and on a final basis to the extent provided on Schedule B hereto; and it is further ORDERED that W Wind Down Co, LLC ( Wind Down Co ) is authorized and directed upon entry of this Order to remit or cause to be remitted payment to each of the Applicants of all fees and expenses allowed herein, less all amounts previously paid on account of such fees and expenses; and it is further ORDERED that notwithstanding any payments already made, or to be made, by Wind Down Co under this Order on account of the Applications, nothing in this Order shall in any way limit, prejudice, or affect Wind Down Co s rights under the Modified Second Amended Joint Chapter 11 Plan of Reorganization, filed by the Debtors on March 28, 2018 [ECF No. 2986] 2
(as amended, the Plan ) or that certain related Plan Funding Agreement, dated as of January 12, 2018 (as amended, the PFA ), including, without limitation, any right to seek a determination that any fees and expense allowed herein constitute an Assumed Liability under the Plan or PFA, or to seek payment or reimbursement of any fees and expense allowed herein from Brookfield WEC Holdings LLC or the Reorganized Debtors (as defined in the Plan) pursuant to the Plan or PFA; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to this Order. Dated:, 2018 New York, New York UNITED STATES BANKRUPTCY JUDGE 3
Schedule A Interim Compensation Period April 1, 2018 Through and Including August 1, 2018 (1) APPLICANT Togut, Segal & Segal LLP (Counsel to Debtor Toshiba Nuclear Energy Holdings (UK) Ltd.) Weil, Gotshal & Manges LLP (Counsel to the Debtors) PJT Partners LP (Investment Banker to the Debtors) Proskauer Rose LLP (Counsel to Statutory Unsecured Claimholders Committee) Alvarez & Marsal North America, LLC (Financial Advisor for the Statutory Committee of Unsecured Claimholders) Houlihan Lokey Capital, Inc. National Environmental Strategies (Governmental Consultant to the UCC) Hayashi & Partners (Special Counsel for the Statutory Unsecured Claimholders Committee) (2) DATE/DOCUMENT NUMBER OF APPLICATION ECF No. 3915 9/14/2018 ECF No. 3917 ECF No. 3918 ECF No. 3919 ECF No. 3920 ECF No. 3922 ECF No. 3925 ECF No. 3926 (3) INTERIM FEES REQUESTED ON APPLICATION (4) FEES ALLOWED (5) FEES TO BE PAID FOR CURRENT PAY PERIOD * (6) FEES TO BE PAID FOR PRIOR FEE PERIOD (7) TOTAL FEES TO BE PAID * (8) INTERIM EXPENSES REQUESTED (9) EXPENSES TO BE PAID FOR CURRENT FEE PERIOD * $437,106.50 $437,106.50 $437,106.50 $0.00 $437,106.50 $41,168.45 $41,168.45 $10,081,985.50 $10,081,985.50 $10,081,985.50 $0.00 $10,081,985.50 $261,080.58 $261,080.58 $18,108,870.97 $18,108,870.97 $18,108,870.97 $0.00 $18,108,870.97 $11,775.93 $11,775.93 $1,067,772.50 $1,067,772.50 $1,067,772.50 $0.00 $1,067,772.50 $72,418.31 $72,418.31 $54,712.50 $54,712.50 $54,712.50 $0.00 $54,712.50 $2,967.02 $2,967.02 $6,750,000.00 $6,750,000.00 $6,750,000.00 $0.00 $6,750,000.00 $215.23 $215.23 $57,096.77 $57,096.77 $57,096.77 $0.00 $57,096.77 $1,359.07 $1,359.07 9,629,200JPY (Approx. $86,792.00 USD) 9,629,200JPY (Approx. $86,792.00 USD) 9,629,200JPY (Approx. $86,792.00 USD) $0.00 9,629,200JPY (Approx. $86,792.00 USD) $0.00 $0.00
(1) APPLICANT K&L Gates LLP (Special Counsel to the Debtors) Ankura Consulting Group, LLC Milbank, Tweed, Hadley & McCloy LLP (Special Counsel to the Special Committee of the Board of Directors of Westinghouse) (2) DATE/DOCUMENT NUMBER OF APPLICATION 9/25/18 ECF No. 3955 9/27/18 ECF No. 3969 10/1/18 ECF No. 3987 (3) INTERIM FEES REQUESTED ON APPLICATION (4) FEES ALLOWED (5) FEES TO BE PAID FOR CURRENT PAY PERIOD * (6) FEES TO BE PAID FOR PRIOR FEE PERIOD (7) TOTAL FEES TO BE PAID * (8) INTERIM EXPENSES REQUESTED (9) EXPENSES TO BE PAID FOR CURRENT FEE PERIOD * $1,374,702.37 $1,374,702.37 $1,374,702.37 $0.00 $1,374,702.37 $61,180.74 $61,180.74 $5,365.00 $5,365.00 $5,365.00 $0.00 $5,365.00 $18,447.60 $18,447.60 $1,431,000.25 $1,431,000.25 $1,431,000.25 $0.00 $1,431,000.25 $8,870.66 $8,870.66 TOTAL $39,455,404.36 $39,455,404.36 $479,483.59 $479,483.59 * Subject to amounts previously paid. Order Date: November, 2018 Initials: USBJ 2
Schedule B Final Compensation Period March 29, 2017 Through and Including August 1, 2018 Applicant Total Fees Requested Total Fees Awarded Total Expenses Requested Total Expenses Awarded Alvarez & Marsal North America, LLC $3,235,852.50 $3,235,852.50 $25,961.73 $25,961.73 Ankura Consulting Group, LLC $448,860.00 $448,860.00 $40,136.91 $40,136.91 Deloitte & Touche LLP $23,552.50 $23,552.50 $0.00 $0.00 Deloitte Consulting LLP $1,993,700.00 $1,993,700.00 $318,811.86 $318,811.86 Deloitte Financial Advisory Services LLP $893,289.85 $893,289.85 $18,789.57 $18,789.57 Deloitte Transactions and Business Analytics LLP Hayashi & Partners 26,425,300 JPY (Approx. $236,100 USD) $228,786.30 $228,786.30 $0.00 $0.00 26,425,300 JPY (Approx. $236,100 USD) 162,648 JPY (Approx. $1,400 USD) 162,648 JPY (Approx. $1,400 USD) Houlihan Lokey Capital, Inc. $8,623,333.33 $8,623,333.33 $36,956.44 $36,956.44 K&L Gates LLP $9,326,962.35 $9,326,962.35 $329,603.52 $329,603.52 Members of the Statutory Unsecured Claimholders' Committee $0.00 $0.00 $9,663.28 $9,663.28 Milbank, Tweed, Hadley & McCloy LLP $6,988,972.00 $6,988,972.00 $102,293.44 $102,293.44 National Environmental Strategies, LLC $145,096.77 $145,096.77 $3,369.69 $3,369.69 PJT Partners LP $29,435,483.87 $29,435,483.87 $145,677.66 $145,677.66 Proskauer Rose LLP $16,113,158.50 $16,113,158.50 $905,467.21 $905,467.21 Togut, Segal & Segal LLP $2,411,847.50 $2,411,847.50 $101,601.07 $101,601.07 Weil, Gotshal & Manges LLP $57,035,837.75 $57,035,837.75 $1,165,393.19 $1,165,393.19 Total: $137,140,833.22 $137,140,833.22 $3,205,125.57 $3,205,125.57 Order Date: November, 2018 Initials: USBJ