Case 15-10585-LSS Doc 841 Filed 11/11/15 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) Chapter 11 In re: ) ) Case No. 15-10585 (LSS) Quicksilver Resources Inc., et al., 1 ) ) Jointly Administered ) Debtors. ) ) ) ) Objection Deadline: December 2, 2015, at 4:00 p.m. (prevailing Eastern time) Hearing: January 12, 2016 at 10:00 a.m. (prevailing Eastern time) COVER SHEETS FOR SECOND INTERIM APPLICATION OF MOELIS & COMPANY LLC FOR COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES AS INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FROM JULY 1, 2015 THROUGH SEPTEMBER 30, 2015 Name of applicant: Authorized to provide professional services to: Moelis & Company LLC Official Committee of Unsecured Creditors Date of retention order: May 8, 2015, nunc pro tunc to March 30, 2015 Period for which interim compensation and reimbursement are sought: Amount of compensation sought as actual, reasonable, and necessary: Amount of expense reimbursement sought as actual, reasonable and necessary: This is a(n): July 1, 2015 through September 30, 2015 $375,000.00 $13,711.38 2 Interim application 1 2 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC [1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline Company LLC [9384]. The Debtors address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102. Please note that certain vendor invoices may not come in until after the end of the month for which such service was provided. Accordingly, Moelis reserves the right to include such unbilled expenses in subsequent fee applications.
Case 15-10585-LSS Doc 841 Filed 11/11/15 Page 2 of 10 SUMMARY OF PRIOR FEE APPLICATIONS Prior Fee Application Date Filed Period Covered [D.I. 366] June 2, 2015 March 30, 2015 April 30, 2015 Fees Requested (Approved) $159,677.42 ($159,677.42) Expense Reimbursement Requested (Approved) $34,132.92 ($34,132.92) [D.I. 492] July 13, 2015 May 1, 2015 May 31, 2015 $150,000.00 ($150,000.00) $22,516.52 ($22,516.52) [D.I. 549] August 10, 2015 June 1, 2015 June 30, 2015 $150,000.00 ($150,000.00) $6,657.82 ($6,657.82) [D.I. 557] August 13, 2015 March 30, 2015 June 30, 2015 $459,677.42 ($459,677.42) $61,980.72 ($61,980.72) [D.I. 634] September 17, 2015 July 1, 2015 July 31, 2015 $125,000.00 ($100,000.00) $5,474.86 ($5,474.86) [D.I. 687] October 9, 2015 August 1, 2015 August 31, 2015 $125,000.00 ($100,000.00) $4,316.27 ($4,316.27) [D.I. 839] November 11, 2015 September 1, 2015 September 30, 2015 $125,000.00 (Pending) $3,920.25 (Pending)
Case 15-10585-LSS Doc 841 Filed 11/11/15 Page 3 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) Chapter 11 In re: ) ) Case No. 15-10585 (LSS) Quicksilver Resources Inc., et al., 1 ) ) Jointly Administered ) Debtors. ) ) ) ) Objection Deadline: December 2, 2015, at 4:00 p.m. (prevailing Eastern time) Hearing: January 12, 2016 at 10:00 a.m. (prevailing Eastern time) SECOND INTERIM APPLICATION OF MOELIS & COMPANY LLC FOR COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES AS INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FROM JULY 1, 2015 THROUGH SEPTEMBER 30, 2015 Pursuant to sections 328 and 331 of title 11 of the United States Code, 11 U.S.C. 101-1532, as amended (the Bankruptcy Code ) and Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Bankruptcy Rules ), this Court s Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [D.I. 195] (the Interim Compensation Order ) and Order Authorizing the Employment and Retention of Moelis & Company LLC as Investment Banker to the Committee, Effective Nunc Pro Tunc, to March 30, 2015, and Waiving Certain Information Requirements Imposed by Local Rule 2016-2 [D.I. 332] 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC [1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline Company LLC [9384]. The Debtors address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102.
Case 15-10585-LSS Doc 841 Filed 11/11/15 Page 4 of 10 (the Moelis Retention Order ), Moelis & Company LLC ( Moelis ), the retained investment banker to the official committee of unsecured creditors (the Committee ) in the chapter 11 cases of above-captioned debtors and debtors-in-possession (the Debtors ), hereby submits this second interim application (this Application ) for the interim allowance of compensation for professional services performed by Moelis for the period from July 1, 2015 through September 30, 2015 (the Compensation Period ), and reimbursement of its actual and necessary expenses incurred during the Compensation Period. By this Application, Moelis seeks allowance of compensation for services rendered in the amount of $375,000.00 and reimbursement of actual and necessary expenses in the amount of $13,711.38. In support of this Application, Moelis respectfully represents as follows: BACKGROUND 1. On March 17, 2015 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the Court ). The Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to section 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases. 2. On March 25, 2015 (the Formation Date ), the Office of the United States Trustee for the District of Delaware appointed five of the Debtors largest unsecured creditors to serve as members of the Committee pursuant to section 1102(a)(1) of the Bankruptcy Code. The Committee is presently comprised of the following five members: (i) Ares Special Situations Fund IV, L.P.; (ii) Trunkline Gas Company LLC; (iii) Wilmington Trust, National Association; (iv) Delaware Trust Company, as Indenture Trustee; and (v) U.S. Bank National Association, as Indenture Trustee. 2
Case 15-10585-LSS Doc 841 Filed 11/11/15 Page 5 of 10 3. Moelis was retained by the Committee under section 328 of the Bankruptcy Code, effective as of March 30, 2015, by the Moelis Retention Order. The Moelis Retention Order is annexed hereto as Exhibit D, and the engagement letter between Moelis and the Committee is annexed to the Moelis Retention Order as Exhibit 1 thereto (the Engagement Letter ). COMPENSATION REQUESTED FOR SERVICES RENDERED DURING THE COMPENSATION PERIOD 4. Moelis requested compensation for the Compensation Period includes Moelis Monthly Fee of $125,000.00 for each of July, August, and September 2015, in the aggregate amount of $375,000.00. 5. During the Compensation Period, Moelis financial advisor professionals rendered approximately 745.3 hours of services to the Debtors, based on the time records those professionals maintained pursuant to the Moelis Retention Order. As stated in the Moelis Retention Application, 2 (a) it is not the general practice of financial advisory firms such as Moelis to keep detailed time records similar to those customarily kept by attorneys; and (b) Moelis does not ordinarily keep time records on a project category basis. Additionally, pursuant to the Moelis Retention Order, Moelis non-restructuring professionals and personnel in administrative departments (including legal) are not required to maintain time records. 6. In connection with services rendered during the Compensation Period, Moelis submitted the Fourth Monthly Fee Application, the Fifth Monthly Fee Application, and the Sixth Monthly Fee Application (each as defined below) pursuant to the Interim Compensation Order. On September 17, 2015, Moelis submitted the Fourth Monthly Fee Application of Moelis & 2 Moelis Retention Application means the Official Committee of Unsecured Creditors Application for Entry of an Order Authorizing the Employment and Retention of Moelis & Company LLC as Investment Banker to the Committee, Effective Nunc Pro Tunc to March 30, 2015, and Waiving Certain Information Requirements Imposed by Local Rule 2016-2 [Docket No. 246]. 3
Case 15-10585-LSS Doc 841 Filed 11/11/15 Page 6 of 10 Company LLC for Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses as Investment Banker to the Official Committee of Unsecured Creditors from July 1, 2015 Through July 31, 2015 [D.I. 634] (the Fourth Monthly Fee Application ), requesting $125,000.00 in compensation and $5,474.86 in reimbursement of actual and necessary expenses. On July 3, 2015, the Certification of Counsel Regarding Fourth Monthly Fee Application of Moelis & Company LLC for Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses as Investment Banker to the Official Committee of Unsecured Creditors from July 1, 2015 Through July 31, 2015 [D.I. 691] was filed with the Court. A true and correct copy of the Fourth Monthly Fee Application is attached hereto as Exhibit A. 7. On October 9, 2015, Moelis submitted the Fifth Monthly Fee Application of Moelis & Company LLC for Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses as Investment Banker to the Official Committee of Unsecured Creditors from August 1, 2015 Through August 31, 2015 [D.I. 687] (the Fifth Monthly Fee Application ), requesting $125,000.00 in compensation and $4,316.27 in reimbursement of actual and necessary expenses. On November 3, 2015, the Certificate of No Objection regarding the Fifth Monthly Fee Application [D.I. 791] was filed with the Court. A true and correct copy of the Fifth Monthly Fee Application is attached hereto as Exhibit B. 8. On November 11, 2015, Moelis submitted the Sixth Monthly Fee Application of Moelis & Company LLC for Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses as Investment Banker to the Official Committee of Unsecured Creditors from September 1, 2015 Through September 30, 2015 [D.I. 839] (the Sixth Monthly Fee Application ), requesting $125,000.00 in compensation and 4
Case 15-10585-LSS Doc 841 Filed 11/11/15 Page 7 of 10 $3,920.25 in reimbursement of actual and necessary expenses. A true and correct copy of the Sixth Monthly Fee Application is attached hereto as Exhibit C. 9. Moelis work on behalf of the Committee involved tasks that are briefly summarized below. The summary is not intended to be a detailed description of the work Moelis has performed during the Compensation Period, but rather is a guideline offered to the Court and other interested parties with respect to the services performed by Moelis. (a) Due Diligence. Moelis has performed substantial due diligence on the Debtors business and materials disclosed by the debtors, including a lien review and business plan review. (b) Valuation Work. Moelis performed analysis around valuation including modeling and waterfall calculations. (c) (d) (e) Committee Communications. Moelis communicated with and presented to the Committee on material updates, business developments, diligence findings and analysis as well as business plan reviews. Third Party Communications. Moelis communicated with the Debtors, the Debtors advisors, and certain other parties. Business Review. Moelis performed analysis around Company s business projections, ongoing performance and other potential options available to the Company and Debtors. (f) Administrative Matters. Moelis conducted general administrative services, including, but not limited to, services related to these chapter 11 cases generally, retention matters, addressing questions of individual members of the Committee, chapter 11 procedures, and communications, administrative functions, and other matters not falling into any of the service categories listed above. 10. Annexed as Exhibit A to each of the Fourth Monthly Fee Application, the Fifth Monthly Fee Application, and the Sixth Monthly Fee Application are the summary time records of Moelis investment banking professionals during the Compensation Period, which have been maintained in accordance with the Moelis Retention Order. Pursuant to the Moelis Retention Order, the requirements of the Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines, and Local Rule 2016-2 have been modified such that Moelis restructuring 5
Case 15-10585-LSS Doc 841 Filed 11/11/15 Page 8 of 10 professionals are required only to keep summary time records in half-hour increments, Moelis non-restructuring professionals and personnel in administrative departments (including legal) are not required to maintain time records, Moelis restructuring professionals are not required to keep time records on a project category basis, and Moelis is not required to provide or conform to any schedules of hourly rates. 11. To the extent this Application does not comply in every applicable respect with the requirements of the Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines, and Local Rule 2016-2 (as modified by the Moelis Retention Order), Moelis respectfully requests a waiver for any such technical non-compliance. REQUEST FOR REIMBURSEMENT OF EXPENSES INCURRED DURING THE COMPENSATION PERIOD 12. Moelis requests reimbursement of actual and necessary expenses incurred during the Compensation Period in the amount of $13,711.38. A detailed description of the expenses Moelis incurred during the Compensation Period is annexed as Exhibit B to each of the Fourth Monthly Fee Application, the Fifth Monthly Fee Application, and the Sixth Monthly Fee Application. Such expenses incurred by Moelis include long distance telephone calls, overnight delivery, travel expenses, local messenger service, meals, facsimiles, postage, and duplicating and presentations charges, which are reimbursable pursuant to the Moelis Retention Order. In addition, the invoices and supporting time records for the attorneys fees and expenses for which Moelis seeks reimbursement were annexed as Exhibit C to each of the Fourth Monthly Fee Application, the Fifth Monthly Fee Application, and the Sixth Monthly Fee Application. Such attorneys fees and expenses are also reimbursable pursuant to the Moelis Retention Order. All of the fees and expenses for which allowance and payment is requested by Moelis in this 6
Case 15-10585-LSS Doc 841 Filed 11/11/15 Page 9 of 10 Application are reasonable and necessary. In seeking reimbursement of an expenditure, Moelis is requesting reimbursement at cost and does not make a profit on that expenditure. 13. Pursuant to the Interim Compensation Order and the Moelis Retention Order, Moelis has received a total of $105,474.86 for services provided and expenses incurred on behalf of the Committee during the Compensation Period. This amount represents approximately 80 percent of Moelis fees and 100 percent of Moelis out-of-pocket expenses incurred and submitted by Moelis in the Fourth Monthly Fee Application. CONCLUSION 14. As described above, Moelis has provided valuable services to the Committee, and Moelis respectfully submits that the professional services for which it requests compensation and the expenditures for which it seeks reimbursement in this Application were necessary and beneficial to the Committee, the Debtors estates, and their creditors. [Remainder of page intentionally left blank.] 7
Case 15-10585-LSS Doc 841 Filed 11/11/15 Page 10 of 10 WHEREFORE, Moelis respectfully requests that an allowance be made to Moelis for 100% of its fees of $375,000.00 and 100% of its expenses of $13,711.38 incurred during the Compensation Period. Moelis also respectfully requests payment by the Debtors of the outstanding amount of such fees and expenses in full, and such other and further relief as this Court deems proper. Dated: November 11, 2015 MOELIS & COMPANY LLC By: /s/ Robert Flachs Name: Robert Flachs Title: Managing Director
Case 15-10585-LSS Doc 841-1 Filed 11/11/15 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Quicksilver Resources Inc., et al., 1 Debtors. Chapter 11 Case No. 15-10585 (LSS) Jointly Administered Hearing Date: January 12, 2016 at 10:00 a.m. (ET) Objection Deadline: December 2, 2015 at 4:00 p.m. (ET) NOTICE OF APPLICATION TO: The above-captioned Debtors; Counsel to the Debtors; the Office of the United States Trustee for the District of Delaware; Counsel to the Global Administrative Agent for the First Lien Lenders; Counsel to the Second Lien Agent; Counsel to the Ad Hoc Group of Second Lienholders and all parties required to be given notice in the Interim Compensation Order. Moelis & Company LLC ( Moelis ), investment banker to Official Committee of Unsecured Creditors (the Committee ) of the above-captioned debtors and debtors-inpossession (the Debtors ), has filed the Second Interim Application of Moelis & Company LLC for Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses as Investment Banker to the Official Committee of Unsecured Creditors, from July 1, 2015 through September 30, 2015 (the Application ). The Application seeks approval of interim fees in the amount of $375,000.00 and interim expenses in the amount of $13,711.38 for the period July 1, 2015 through September 30, 2015. Objections, if any, to the relief requested in the Application must be filed with the United States Bankruptcy Court, 824 N. Market Street, 3 rd Floor, Wilmington, Delaware 19801, on or before December 2, 2015 at 4:00 p.m. (ET). At the same time, you must also serve a copy of the objection upon the following parties so as to be received no later than 4:00 p.m. (ET) on December 2, 2015: (i) counsel to the Committee, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 (Attn: Andrew N. Rosenberg, Esq. and Elizabeth McColm, Esq.); (ii) Delaware counsel to the Committee, Landis Rath & Cobb LLP, 919 Market Street, Suite 1800, Wilmington, DE (Attn: Richard S. Cobb, Esq. and Matthew B. McGuire, Esq.); (iii) 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC [1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline Company LLC [9384]. The Debtors address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102. {1053.001-W0039370.}
Case 15-10585-LSS Doc 841-1 Filed 11/11/15 Page 2 of 3 the Debtors, Quicksilver Resources, Inc., et al., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, TX 76102; (iv) counsel to the Debtors, Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, Suite 4100, Dallas, TX 75201 (Attn: Charles R. Gibbs, Esq. and Sarah Link Schultz, Esq.); (v) Delaware Counsel to the Debtors, Richards Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, DE 19801 (Attn: Paul N. Heath, Esq. and Amanda R. Steele, Esq.); (vi) Counsel to the Global Administrative Agent for the First Lien Lenders, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017 (Attn: Steven M. Fuhrman, Esq); (vii) Counsel to the Second Lien Agent, Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022 (Attn: Mitchell A. Seider, Esq. and David Hammerman, Esq.); (viii) Counsel to the Ad Hoc Group of Second Lienholders, Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, NY 10005 (Attn: Dennis F. Dunne, Esq. and Samuel A. Khalil, Esq.); (ix) the Office of the United States Trustee for the District of Delaware, 844 King Street, Room 2207, Wilmington, DE 19801 (Attn: Jane M. Leamy, Esq.) and (x) Kirkland & Ellis LLP, 300 North LaSalle Chicago, IL 60654 (Attn: Jason Gott, Esq.) A HEARING ON THE APPLICATION WILL BE HELD ON JANUARY 12, 2016 AT 10:00 A.M. (ET) BEFORE THE HONORABLE LAURIE SELBER SILVERSTEIN, UNITED STATES BANKRUPTCY COURT JUDGE, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 6 th FLOOR, COURTROOM NO. 2, WILMINGTON, DELAWARE 19801. PLEASE TAKE NOTICE THAT IF NO TIMELY OBJECTIONS TO THE APPLICATION ARE FILED, THE COURT MAY ENTER AN ORDER GRANTING THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: November 11, 2015 Wilmington, Delaware LANDIS RATH & COBB LLP /s/ Joseph D. Wright Richard S. Cobb (No. 3157) Matthew B. McGuire (No. 4366) Joseph D. Wright (No. 5669) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 Email: cobb@lrclaw.com mcguire@lrclaw.com wright@lrclaw.com -and- {1053.001-W0039370.} 2
Case 15-10585-LSS Doc 841-1 Filed 11/11/15 Page 3 of 3 PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Andrew N. Rosenberg Elizabeth McColm Adam M. Denhoff 1285 Avenue of the Americas New York, New York 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 E-mail: arosenberg@paulweiss.com emccolm@paulweiss.com adenhoff@paulweiss.com Counsel to the Official Committee of Unsecured Creditors {1053.001-W0039370.} 3
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Case 15-10585-LSS Doc 841-4 Filed 11/11/15 Page 1 of 85 EXHIBIT C SIXTH MONTHLY FEE APPLICATION
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Case 15-10585-LSS Doc 841-4 Filed 11/11/15 Page 65 of 85 EXHIBIT D MOELIS RETENTION ORDER
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Case 15-10585-LSS Doc 841-5 Filed 11/11/15 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) Chapter 11 In re: ) ) Case No. 15-10585 (LSS) Quicksilver Resources Inc., et al., 1 ) ) Jointly Administered ) Debtors. ) ) CERTIFICATION OF COMPLIANCE WITH GUIDELINES FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS IN DISTRICT OF DELAWARE BANKRUPTCY CASES I, Robert Flachs, certify that: 1. I am a managing director of Moelis & Company LLC ( Moelis ), the investment banker to the official committee of unsecured creditors in these chapter 11 cases. This certification is made pursuant to the United States Trustee s Guidelines for Reviewing applications for Compensation and Reimbursement of Expenses filed Under 11 U.S.C. 330 (the Guidelines ) in support of Moelis foregoing Application (the Application ). I am Moelis Certifying Professional as defined in the Guidelines. 2. I have read the Application and certify that, to the best of my knowledge, information, and belief formed after reasonable inquiry, except as specifically indicated to the contrary herein or in the Application: (a) the Application complies with the Guidelines; and (b) the fees and disbursements sought by Moelis fall within the Guidelines and are billed in 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC [1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline Company LLC [9384]. The Debtors address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102.
Case 15-10585-LSS Doc 841-5 Filed 11/11/15 Page 2 of 2 accordance with practices customarily employed by Moelis and generally accepted by Moelis s clients (though Moelis normally does not bill its clients by the hour). In seeking reimbursement of an expense, Moelis does not make a profit on that reimbursement. 3. Pursuant to this Court s May 8, 2015 order approving Moelis retention in these cases (the Moelis Retention Order ), the requirements of the Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines, and Local Rule 2016-2 have been modified such that Moelis investment banking professionals are required only to keep summary time records in half-hour increments, Moelis non-restructuring professionals and personnel in administrative departments (including legal) are not required to keep time records, Moelis non-restructuring professionals are not required to keep time records on a project category basis, and Moelis is not required to provide or conform to any schedules of hourly rates. As stated in the Moelis Retention Application, 2 (a) it is not the general practice of financial advisory firms such as Moelis to keep detailed time records similar to those customarily kept by attorneys; and (b) Moelis does not ordinarily keep time records on a project category basis. 4. I have reviewed the requirements of the Local Rules for the United States Bankruptcy Court for the District of Delaware. To the best of my knowledge, information and belief, the Application complies with the requirements of the Local Rules, except to the extent compliance has been modified or waived by the Moelis Retention Order. Dated: November 11, 2015 /s/ Robert Flachs Robert Flachs Managing Director Moelis & Company LLC 2 Moelis Retention Application means the Official Committee of Unsecured Creditors Application for Entry of an Order Authorizing the Employment and Retention of Moelis & Company LLC as Investment Banker to the Committee, Effective Nunc Pro Tunc to March 30, 2015, and Waiving Certain Information Requirements Imposed by Local Rule 2016-2 [Docket No. 246]. 2