Case 16-11144-LSS Doc 485 Filed 09/14/16 Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - In re CHAPARRAL ENERGY, INC., et al., Debtors. 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x x Chapter 11 Case No. 16-11144 (LSS) Jointly Administered Objection Deadline October 6, 2016 at 400 p.m. EST Hearing Date October 13, 2016 at 1100 a.m. EST SUMMARY OF FIRST INTERIM APPLICATION OF ERNST & YOUNG LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS TAX AND VALUATION SERVICES PROVIDER FOR THE DEBTORS AND DEBTORS-IN- POSSESSION FOR THE PERIOD FROM MAY 9, 2016 THROUGH JULY 30, 2016 Name of Applicant Authorized to Provide Professional Services to Ernst & Young LLP Debtors and Debtors-In-Possession Date of Retention July 12, 2016 (nunc pro tunc to May 9, 2016) Period for which Compensation and Reimbursement is sought Amount of Compensation sought as actual, reasonable, and necessary Amount of Expense Reimbursement sought as actual, reasonable, and necessary May 9, 2016 through July 30, 2016 $57,843.89 $575.74 Blended Hourly Rate $587.84 This is a(n) monthly X interim final application 1 The Debtors in these cases, along with the last four (or five digits, in cases in which multiple Debtors have the same last four digits) digits of each Debtor s federal tax identification number, are CEI Acquisition, L.L.C. (1817); CEI Pipeline, L.L.C. (6877); Chaparral Biofuels, L.L.C. (1066); Chaparral CO2, L.L.C. (1656); Chaparral Energy, Inc. (90941); Chaparral Energy, L.L.C. (20941); Chaparral Exploration, L.L.C. (1968); Chaparral Real Estate, L.L.C. (1655); Chaparral Resources, L.L.C. (1710); Green County Supply, Inc. (2723); and Roadrunner Drilling, L.L.C. (2399). The Debtors; address is 701 Cedar Lake Blvd., Oklahoma City, OK 73114. LEGAL02/36649684v2
Case 16-11144-LSS Doc 485 Filed 09/14/16 Page 2 of 11 Prior Applications Filed None. COMPENSATION BY PROFESSIONAL Name of Professional Person Project Category Position of Applicant Hourly Rate Total Billed Hours Total Compensation Allen, Sean M. Transaction Tax Manager $588.38 1.00 $588.38 Bankruptcy Restructuring Bennett, Debra J. Transaction Tax Partner $899.71 3.50 $3,148.99 Bankruptcy Restructuring Flagg, NancyA. Transaction Tax Executive $833.94 11.80 $9,840.49 Bankruptcy Restructuring Siegrist, Molly A. Transaction Tax Staff $181.02 2.50 $452.55 Bankruptcy Restructuring Sills, Garrett M. Transaction Tax Manager $532.23 3.80 $2,022.47 Bankruptcy Restructuring Whitman, Mark Transaction Tax Partner $689.52 15.90 $10,963.37 Leslie Bankruptcy Restructuring Wood, Mark A. Transaction Tax Partner $654.48 1.50 $981.72 Bankruptcy Restructuring Wootton, Andrew Transaction Tax Manager $636.64 9.50 $6,048.08 David Bankruptcy Restructuring Yousefy, Peyman Transaction Tax Senior $468.50 45.90 $21,504.15 Bankruptcy Restructuring Bennett, Debra J. Transaction Tax Partner $878.02 1.50 $1,317.03 Bankruptcy Restructuring Wood, Mark A FAAS/CE Fresh Start Partner $606.00 0.50 $303.00 Accounting Whitman, Mark Retention/Fee Application Partner $689.52 0.70 $482.66 Leslie Wootoon, Andrew Retention/Fee Application Manager $636.64 0.30 $190.99 David TOTAL 98.40 $57,843.88 LEGAL02/36649684v2 2
Case 16-11144-LSS Doc 485 Filed 09/14/16 Page 3 of 11 COMPENSATION BY PROJECT CATEGORY Project Category Total Hours Total Fees Transaction Tax Bankruptcy Restructuring 96.90 $56,867.23 FAAS/CE Fresh Start Accounting 0.50 $303.00 Retention and Fee Application 1.00 $673.66 Total 98.40 $57,843.89 EXPENSE SUMMARY Expense Category Total Expenses Airfare $339.95 Ground Transportation $92.75 Lodging $101.39 Meals $41.65 Total $ 575.74 LEGAL02/36649684v2 3
Case 16-11144-LSS Doc 485 Filed 09/14/16 Page 4 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - In re CHAPARRAL ENERGY, INC., et al., Debtors. 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x x Chapter 11 Case No. 16-11144 (LSS) Jointly Administered Objection Deadline October 6, 2016 at 400 p.m. EST Hearing Date October 13, 2016 at 1100 a.m. EST FIRST INTERIM APPLICATION OF ERNST & YOUNG LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS TAX AND VALUATION SERVICES PROVIDER FOR THE DEBTORS AND DEBTORS-IN- POSSESSION FOR THE PERIOD FROM MAY 9, 2016 THROUGH JULY 30, 2016 Ernst & Young LLP ( EY LLP ), as tax and valuation services provider to the abovecaptioned debtors and debtors-in-possession (collectively, the Debtors ), hereby submits this First Interim Application of Ernst & Young LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Tax and Valuation Services Provider for the Debtors and Debtors-in-Possession for the Period from May 9, 2016 through July 30, 2016 (the Application ), and in support thereof respectfully represents as follows Introduction 1. EY LLP makes this Application for payment on account of professional services rendered and expenses incurred as tax and valuation services provider to the Debtors as provided under sections 330 and 331 of title 11 of the United States Code (the Bankruptcy Code ), and 1 The Debtors in these cases, along with the last four (or five digits, in cases in which multiple Debtors have the same last four digits) digits of each Debtor s federal tax identification number, are CEI Acquisition, L.L.C. (1817); CEI Pipeline, L.L.C. (6877); Chaparral Biofuels, L.L.C. (1066); Chaparral CO2, L.L.C. (1656); Chaparral Energy, Inc. (90941); Chaparral Energy, L.L.C. (20941); Chaparral Exploration, L.L.C. (1968); Chaparral Real Estate, LEGAL02/36649684v2
Case 16-11144-LSS Doc 485 Filed 09/14/16 Page 5 of 11 Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and the Administrative Order Under 11 U.S.C. 105(a) and 331, Fed. R. Bankr. P. 2016(a) and Del. Bnkr. L.R. 2016-2 Establishing Procedures for Interim Compensation and Reimbursement of Professionals (the Administrative Order; Docket No. 164). 2. By this Application, EY LLP seeks interim approval and allowance with respect to the sum of $57,843.89 in compensation and $575.74 for reimbursement of actual and necessary expenses, for a total of $58,419.63 for the period from May 9, 2106 through July 30, 2016 (the Compensation Period ). Background 3. On May 9, 2016 (the Petition Date ), the Debtors filed voluntary petitions in the Court commencing their case for relief under Chapter 11 of the Bankruptcy Code. The factual background regarding the Debtors, including their business operations, their capital and debt structure, and the events leading to the filing of the Chapter 11 cases, is set forth in the Declaration of Mark A. Fischer, Chief Executive Officer of Chaparral Energy, Inc., in Support of the Chapter 11 Petitions and First Day Pleadings filed with the Court on May 10, 2016. 4. The Debtors continue to manage and operate their business as debtors-inpossession pursuant to Bankruptcy Code Sections 1107 and 1108. No trustee or examiner has been requested in these chapter 11 cases. 5. On June 22, 2016, the Debtors filed the Application of Debtors for Order Under 11 U.S.C. 327 and Fed. R. Bankr. P. 2014(a) and Del. Bankr. L.R. 2014-1 Authorizing Employment and Retention of Ernst & Young LLP as Tax and Valuation Services Provider Nunc Pro Tunc to the Petition Date (the Retention Application; Docket No. 228). The Retention L.L.C. (1655); Chaparral Resources, L.L.C. (1710); Green County Supply, Inc. (2723); and Roadrunner Drilling, LEGAL02/36649684v2 2
Case 16-11144-LSS Doc 485 Filed 09/14/16 Page 6 of 11 Application was approved effective as of May 9, 2016 pursuant to this Court s related Order dated July 12, 2016 (the Retention Order; Docket No. 301). The Retention Order authorized EY LLP to be compensated for services rendered and to be reimbursed for actual and necessary out-of pocket expenses. 6. As noted in EY LLP s affidavit annexed to the Retention Application (the Wood Affidavit ), as of the Petition Date, EY LLP was a holding a retainer totaling $15,429 (the Retainer ). EY LLP requests, as part of this Application, the Court s approval to apply the Retainer to the fees and expenses requested in this Application. Compensation Paid and its Source 7. All services for which compensation is requested by EY LLP were performed for or on behalf of the Debtors. 8. During the Compensation Period, EY LLP has received no payment and no promises for payment from any source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with matters covered by this Application. There is no agreement or understanding for the sharing of compensation to be received for services rendered in these cases. Summary of Services Rendered 9. During the Compensation Period, EY LLP provided significant professional services to the Debtors in connection with these Chapter 11 cases. Such services included, among other things (as set forth in further detail in the billing information annexed hereto as Exhibit A) L.L.C. (2399). The Debtors; address is 701 Cedar Lake Blvd., Oklahoma City, OK 73114. LEGAL02/36649684v2 3
Case 16-11144-LSS Doc 485 Filed 09/14/16 Page 7 of 11 A. Transaction Tax Bankruptcy Fees $56,867.23 Hours 96.90 This category includes consultation, discussion, and assistance to the Debtors related to tax issues associated with bankruptcy filing and related restructuring. B. FAAS/CE Fresh Start Accounting Fees $303.00 Hours 0.50 This category includes consultation, discussion and assistance to the Debtors with financial accounting issues associated with bankruptcy and fresh start accounting. C. Retention and Fee Application Fees $673.66 Hours 1.00 This category includes all matters related to the procedures necessary for EY LLP to be retained by the Debtors and the required fee application process in these cases. 10. To the best of EY LLP s knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable guidelines adopted by the Office of the United States Trustee, and Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware. 11. The fees charged in this matter are comparable to those rates that EY LLP generally charges similar clients for similar services to those rendered to the Debtors during the Compensation Period. In addition, EY LLP believes that such charges are comparable to amounts which EY LLP and other public accounting firms would normally invoice similar clients for similar services both in and outside of bankruptcy. LEGAL02/36649684v2 4
Case 16-11144-LSS Doc 485 Filed 09/14/16 Page 8 of 11 Actual and Necessary Expenses 12. As reflected in the attached Summary of First Interim Application of Ernst & Young LP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Tax and Valuation Services Provider for the Debtors and Debtors-In-Possession for the Period from May 9, 2016 through July 30, 2016 (the Cover Sheet ), EY LLP expended a total of $575.74 for reasonable and necessary expenses in connection with the services performed on behalf of the Debtors during the Compensation Period. Attached hereto as Exhibit B, is a detailed list of expenses for which EY LLP hereby seeks reimbursement, broken out by category and arranged chronologically. The Cover Sheet attached hereto also contains a summary of expenses by category. Valuation of Services 13. EY LLP professionals have expended a total of 98.40 hours in connection with the work performed during the Compensation Period. EY LLP believes that the reasonable value of services rendered buy EY LLP to the Debtors during the Compensation Period is not less than $57,843.49. 14. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by EY LLP is fair and reasonable given (a) the complexity of these Debtors businesses and the matters being addressed by EY LLP, (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 this title. Moreover, EY LLP reviewed the requirements of Local Rule 2016-2 and believes that this Application complies with that Local Rule. LEGAL02/36649684v2 5
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Case 16-11144-LSS Doc 485-1 Filed 09/14/16 Page 1 of 6 EXHIBIT A
Case 16-11144-LSS Doc 485-1 Filed 09/14/16 Page 2 of 6 Exhibit A - May 9, 2016 - July 30, 2016 Hours by Project by Professional Professional Title Hours Rate Total Fees Transaction Tax Bankruptcy Restructuring Allen,Sean M. Manager 1.0 $ 588.38 $ 588.38 Transaction Tax Bankruptcy Restructuring Bennett,Debra J. Partner 3.5 $ 899.71 $ 3,148.99 Transaction Tax Bankruptcy Restructuring Flagg,Nancy A. Executive 11.8 $ 833.94 $ 9,840.49 Transaction Tax Bankruptcy Restructuring Siegrist,Molly A Staff 2.5 $ 181.02 $ 452.55 Transaction Tax Bankruptcy Restructuring Sills,Garrett M. Manager 3.8 $ 532.23 $ 2,022.47 Transaction Tax Bankruptcy Restructuring Whitman,Mark Leslie Partner 15.9 $ 689.52 $ 10,963.37 Transaction Tax Bankruptcy Restructuring Wood,Mark A Partner 1.5 $ 654.48 $ 981.72 Transaction Tax Bankruptcy Restructuring Wootton,Andrew David Manager 9.5 $ 636.64 $ 6,048.08 Transaction Tax Bankruptcy Restructuring Yousefy,Peyman Senior 45.9 $ 468.50 $ 21,504.15 Transaction Tax Bankruptcy Restructuring Bennett,Debra J. Partner 1.5 $ 878.02 $ 1,317.03 Transaction Tax Bankruptcy Restructuring Services SOW Total 96.9 $ 56,867.23 FAAS/CE Fresh Start Accounting Wood,Mark A Partner 0.5 $ 606.00 $ 303.00 FAAS/CE Fresh Start Accounting Total 0.5 $ 303.00 Retention / Fee Application Whitman,Mark Leslie Partner 0.7 $ 689.52 $ 482.66 Wootton,Andrew David Manager 0.3 $ 636.64 $ 190.99 Retention / Fee Application 1.0 $ 673.66 Grand Total 98.4 $ 57,843.89
Case 16-11144-LSS Doc 485-1 Filed 09/14/16 Page 3 of 6 Exhibit A-1 - May 9, 2016 - July 30, 2016 Summary of Project Categories for Professional Services and Expenses Project Category Project Category Description Hours Fees Transaction Tax Bankruptcy Restructuring FAAS/CE Fresh Start Accounting Retention / Fee Application Consultation, discussion, and assistance related to tax issues assocated with bankruptcy filing and related restructuring. Consultation, discussion and assistance with financial accounting issues associated with bankruptcy and fresh start accounting. Matters related to the procedures necessary for EY LLP to be retained by the Debtors and the required fee application process in these cases. 96.9 $ 56,867.23 0.5 $ 303.00 1.0 $ 673.66 Grand Total All Services 98.4 $ 57,843.89
Case 16-11144-LSS Doc 485-1 Filed 09/14/16 Page 4 of 6 Exhibit A2 -May 9, 2016 - July 30, 2016 Non-Fixed Fees Time Detail by Professional Arranged Chronologically by Project Category Project Category Professional Title Date of Service Description of Services Hours Rate Total Fees Transaction Tax Bankruptcy Restructuring Allen,Sean M. Manager 10 Jun 2016 Research ASC 852 concerns from debtors related to reporting liabilities subject to compromise 1 $ 588.38 $ 588.38 Bennett,Debra J. Partner 13 Jun 2016.2 - discuss capitalized G&A book tax difference with Damon Yousefy..3 -review capitalized 0.5 $ 899.71 $ 449.86 G&A and int. spreadsheet. Bennett,Debra J. Partner 14 Jun 2016.5 - call with EY Leadership about G&A model. 1- call with Darren and EY tax team to 1.5 $ 899.71 $ 1,349.57 discuss G&A and Int allocation revisions to model. Bennett,Debra J. Partner 15 Jun 2016 1 - review revised models to include capitalized G&A and interest, including discussion with 1 $ 899.71 $ 899.71 Damon Yousefy Bennett,Debra J. Partner 16 Jun 2016.5 - call with Chapparal management about G&A allocations model. 0.5 $ 899.71 $ 449.86 Flagg,Nancy A. Executive 16 May 2016 call with clients Stephanie and Darren to discuss to indirect tax bankruptcy issues and initiate TOP50 discussion 1.4; email reply to Stephanie re property tax accrual for prepetition financial presentation and recommend a call with counsel to confirm counsel position.4; 1.8 $ 833.94 $ 1,501.09 Flagg,Nancy A. Executive 17 May 2016 reply to Stephanie re incur as property tax prepetion dfiniton and recommend call with counsel to discuss.4; TOP50 tax issues in bankruptcy call continuation with Stephanie and Darren 1.4; pull sample schedule B and send to Stephanie and Darren.6; update bankruptcy tax sow to include the service areas Stephanie requested on today's call.9 3.3 $ 833.94 $ 2,752.00 Flagg,Nancy A. Executive 18 May 2016 call with client - Stephanie - and their debtor counsel to discuss prepetition property tax 0.7 $ 833.94 $ 583.76 definition and stub period financial presentation Flagg,Nancy A. Executive 21 May 2016 Provided bankruptcy code reference material to Stephanie and Darrell at company 0.4 $ 833.94 $ 333.58 Flagg,Nancy A. Executive 10 Jun 2016 call with Briana (EY) re schedule B updates for NOLs question from Stephanie and send 0.6 $ 833.94 $ 500.36 confirmation email to Stephanie Flagg,Nancy A. Executive 13 Jun 2016 bankruptcy schedules call with Stephanie and Darren @ CHAP 0.6 $ 833.94 $ 500.36 Flagg,Nancy A. Executive 19 Jun 2016 Pull updates from court docket to determine claims filed by state and local tax jurisdictions to 0.6 $ 833.94 $ 500.36 discuss in client meeting scheduled for following day --.6 hours Flagg,Nancy A. Executive 20 Jun 2016 indirect bankruptcy meeting with client to review Top 50 issues to consider in bankruptcy -- 1.7 $ 833.94 $ 1,417.70 1.7 hours Flagg,Nancy A. Executive 21 Jun 2016 Follow up on Chaparral sales and use tax matters related to bankruptcy 0.4 $ 833.94 $ 333.58 Flagg,Nancy A. Executive 26 Jul 2016 review Schedules per Darren Mints request.8; complete Schedules review and send 1.7 $ 833.94 $ 1,417.70 comments to Darren.9 Siegrist,Molly A Staff 19 Jul 2016 Client requested a breakdown of taxable income for each subsidiary for decision making 1.4 $ 181.02 $ 253.43 purposes. I recreated 1120s in excel for decision-making purposes of Chaparral management. Siegrist,Molly A Staff 20 Jul 2016 Met with Garrett Sills, EY Manager to review taxable income breakdown spreadsheet and ensured that all numbers could be consolidated to tie to the returns filed with the IRS. 1.1 $ 181.02 $ 199.12 Sills,Garrett M. Manager 19 Jul 2016 Preparing and Reviewing taxable income calculation by entity. 2.2 $ 532.23 $ 1,170.91 Sills,Garrett M. Manager 20 Jul 2016 Preparing and Reviewing taxable income calculation by entity. 1.6 $ 532.23 $ 851.57 Whitman,Mark Leslie Partner 16 May 2016.7 -Call with Stephanie Carnes and Darren Mints of Chaparral, along with Nancy Flagg and 1.6 $ 689.52 $ 1,103.23 Traci Mitchel of EY to discuss Top 50 Bankruptcy Tax List..6 -Detailed discussion of issues to consider and conversation regarding current state of audits, exposures, etc..3 -Prep for call, follow ups on same issues on Tuesday. Whitman,Mark Leslie Partner 17 May 2016 Follow ups on Top 50 Bankruptcy Tax list call --.6 hours. 0.6 $ 689.52 $ 413.71 Whitman,Mark Leslie Partner 18 May 2016 Emails from Stephanie with instruction on updated business plan from Evercore --.2 hours. 0.4 $ 689.52 $ 275.81 Review email and coordinate with Damon Yousefy on how to incorporate into existing modeling --.2 hours Whitman,Mark Leslie Partner 18 May 2016 Stub period close call with Nancy Flag of EY and Company team and Lathem to discuss 0.8 $ 689.52 $ 551.62 property tax accrual issue -.7 hours. Prep for call.1 hours. Whitman,Mark Leslie Partner 19 May 2016 Coordinate with Stephanie Carnes on accounting matters in bankruptcy and best approach to consultation. 0.3 $ 689.52 $ 206.86 Whitman,Mark Leslie Partner 19 May 2016 Coordinate with Stephanie Carnes on appropriate resources to utilize for various bankruptcy 0.4 $ 689.52 $ 275.81 issues. Whitman,Mark Leslie Partner 10 Jun 2016 Assistance with state and local tax matters in bankruptcy. 0.4 $ 689.52 $ 275.81 Whitman,Mark Leslie Partner 11 Jun 2016 Internal emails with EY transaction tax team regarding approach to new Project Coyote tax model using revised financial inputs from Evercore --.4 hours 0.4 $ 689.52 $ 275.81
Case 16-11144-LSS Doc 485-1 Filed 09/14/16 Page 5 of 6 Whitman,Mark Leslie Partner 12 Jun 2016 Review new Project Coyote tax model prior in advance of call with Evercore team --.9 hours. Review iterations of schedules prepared by Damon in preparation for call --.3 hours. 1.2 $ 689.52 $ 827.42 Whitman,Mark Leslie Partner 13 Jun 2016 Conference call with Chaparral and Evercore teams to discuss tax model updated for latest financial data provided by evercore. EY participants included Damon Yousefy and Debra Bennett. Whitman,Mark Leslie Partner 13 Jun 2016 Review and discuss tax model refinements --.7 hours. Discussions with Damon Yousefy and work with Damon to resolve open items from call --.5 hours. Whitman,Mark Leslie Partner 13 Jun 2016 Internal emails with EY transaction tax team regarding approach to new Project Coyote tax model using revised financial inputs from Evercore --.8 hours. Review new Project Coyote tax model in advance of call with Evercore team --.6 hours. Whitman,Mark Leslie Partner 14 Jun 2016 Review tax model refinements -.8. Discussions with Damon Yousefy and work with Damon to resolve open items from call -.3. Coordiante with Chaparral team --.3 0.5 $ 689.52 $ 344.76 1.2 $ 689.52 $ 827.42 1.4 $ 689.52 $ 965.33 1.4 $ 689.52 $ 965.33 Whitman,Mark Leslie Partner 15 Jun 2016 Review revisions to tax model --.7. Coordinate with Darren Mints on SG&A and Interest reflected in model --.4. Calls with Darren and Damon -.3. Follow ups with Damon on required chagnes -.2. Whitman,Mark Leslie Partner 20 Jun 2016.4 -Research and.2 -emails with Debra Bennett regarding implications of warrants issued to employees as part of plan of reorganization. Whitman,Mark Leslie Partner 20 Jun 2016 Meeting with Nancy Flagg of EY, and Stephanie Carnes, Darren Mints and Joe Evans of Chaparral to discuss various indirect tax considerations in bankruptcy. Whitman,Mark Leslie Partner 23 Jun 2016 Call with Debra Bennett (EY TT), Joe Evans (CFO), and Mark Fischer (CEO). Call to discuss impacts of various scenarios to current shareholders that receive warrants in the bankruptcy vs. shares and warrants, etc. Whitman,Mark Leslie Partner 23 Jun 2016 Prep for Call with Debra Bennett (EY TT), Joe Evans (CFO), and Mark Fischer (CEO). Call to discuss impacts of various scenarios to current shareholders that receive warrants in the bankruptcy vs. shares and warrants, etc. Whitman,Mark Leslie Partner 19 Jul 2016 Request from Chaparral to pull revenue and expense data by company from 2014 consolidated return and workpapers. Coordinate with team. 1.6 $ 689.52 $ 1,103.23 0.6 $ 689.52 $ 413.71 1.5 $ 689.52 $ 1,034.28 0.4 $ 689.52 $ 275.81 0.5 $ 689.52 $ 344.76 0.3 $ 689.52 $ 206.86 Whitman,Mark Leslie Partner 25 Jul 2016 Bankruptcy reorganization costs question from Darren Mints. 0.4 $ 689.52 $ 275.81 Wood,Mark A Partner 29 Jul 2016 Chaparral - Restructuring Review of creditor matrix to determine post emergence ownership 1.5 $ 654.48 $ 981.72 structure. Chaparrel - Restructuring Consultation regarding impact of issuance of warrants upon emergence to current shareholders. Wootton,Andrew David Manager 12 Jun 2016 Prepare comments to attribute reduction model applicable to bankruptcy debt restructuring 0.9 $ 636.64 $ 572.98 transactions Wootton,Andrew David Manager 14 Jun 2016 Phone call with D. Bennett, D. Yousefy, M. Whitman and Chaparral and Evercore team 0.7 $ 636.64 $ 445.65 members regarding attribute reduction model and related issues Wootton,Andrew David Manager 23 May 2016 Review and analyze to draft restructuring agreement and related term sheet 0.6 $ 636.64 $ 381.98 Wootton,Andrew David Manager 24 May 2016 Review and prepare comments to draft restructuring agreement, related term sheet and 1.2 $ 636.64 $ 763.97 commentary related to same Wootton,Andrew David Manager 10 Jun 2016 2.1 -Review and prepare comments to updated attribute reduction model,.2 -prepare email 2.3 $ 636.64 $ 1,464.27 to D. Yousefy regarding the updatd attribute reduction model. Wootton,Andrew David Manager 13 Jun 2016 Phone call with D. Bennett, D. Yousefy, M. Whitman client regarding issues applicable to 1 $ 636.64 $ 636.64 attribute reduction model [.6]; internal phone call with D. Bennett, D. Yousefy and M. Whitman regarding same [.4] Wootton,Andrew David Manager 15 Jun 2016 Review attribute reduction model for bankruptcy debt restructuring transactions based on 1.6 $ 636.64 $ 1,018.62 updated data provided by Chaparral Wootton,Andrew David Manager 16 Jun 2016 Review and prepare comments to attribute reduction model for bankruptcy debt 1.2 $ 636.64 $ 763.97 restructuring transactions Yousefy,Peyman Senior 16 May 2016 Chaparral Energy bankruptcy filing Top 50 tax procedure list preparation. 2.3 $ 468.50 $ 1,077.55 Yousefy,Peyman Senior 17 May 2016 Review of client's new business plan model. 1.8 $ 468.50 $ 843.30 Yousefy,Peyman Senior 18 May 2016 Revising the tax attribute reduction model to reflect new information. 3.9 $ 468.50 $ 1,827.15 Yousefy,Peyman Senior 19 May 2016 Creation of a summary creditor matrix based on Chapter 11 court filings. 3.3 $ 468.50 $ 1,546.05 Yousefy,Peyman Senior 20 May 2016 Review of client's Chapter 11 court filings for relevant tax information. 1.2 $ 468.50 $ 562.20 Yousefy,Peyman Senior 09 Jun 2016 Updating the Chaparral tax attribute reduction model based on new information provided by 4.6 $ 468.50 $ 2,155.10 the client and Evercore. Yousefy,Peyman Senior 10 Jun 2016 Updating the Chaparral tax attribute reduction model based on new information provided by 2.7 $ 468.50 $ 1,264.95 the client and Evercore. Yousefy,Peyman Senior 12 Jun 2016 Additional changes to the tax attribute reduction model for new capital expenditure and 2.2 $ 468.50 $ 1,030.70 depreciation schedules. Yousefy,Peyman Senior 13 Jun 2016 Call with Evercore and Chaparral to discuss the tax attribute reduction model. 0.4 $ 468.50 $ 187.40 Yousefy,Peyman Senior 13 Jun 2016 Further updates to the tax attribute reduction model for new tax basis figures provided by 6.3 $ 468.50 $ 2,951.55 the client. Yousefy,Peyman Senior 14 Jun 2016 Update to the tax attribute reduction model for the new Evercore business plan. 0.6 $ 468.50 $ 281.10
Case 16-11144-LSS Doc 485-1 Filed 09/14/16 Page 6 of 6 Yousefy,Peyman Senior 14 Jun 2016 Chaparral Energy tax attribute reduction model revisions, including new numbers from the Evercore business plan and new figures provided by the Company for tax basis, CAPEX, and DD&A schedules. Yousefy,Peyman Senior 15 Jun 2016 Update to the tax attribute reduction model for additional considerations discussed with Evercore and client. 6.8 $ 468.50 $ 3,185.80 6.2 $ 468.50 $ 2,904.70 Yousefy,Peyman Senior 16 Jun 2016 Completion of the latest round of tax attribute modeling. 2.4 $ 468.50 $ 1,124.40 Yousefy,Peyman Senior 05 Jul 2016 Reviewing new Chaparral bankruptcy disclosure statements and the plan of reorganization. 1.2 $ 468.50 $ 562.20 Bennett,Debra J. Partner 20 Jun 2016 1 - research on issuance of warrants to management along with cancellation of stock 1 $ 878.02 $ 878.02 Transaction Tax Bankruptcy Restructuring Total Bennett,Debra J. Partner 23 Jun 2016.5 - Discussion on issuance of warrants to Chapparal management. 0.5 $ 878.02 $ 439.01 96.9 $ 56,867.23 FAAS/CE Fresh Start Accounting Wood,Mark A Partner 19 Jul 2016 Chaparral - Restructuring Discussions with Company personnel regarding approach to fresh start accounting project. 0.5 $ 606.00 $ 303.00 FAAS/CE Fresh Start Accounting Total 0.5 $ 303.00 Retention / Fee Application Whitman,Mark Leslie Partner 19 May 2016 Review information for affidavit to file with court. 0.7 $ 689.52 $ 482.66 Wootton,Andrew David Manager 10 Jun 2016 Participate in internal call regarding billing procedures with D. Yousefy, D. Bennett, M. Whitman and others, along with Alston & Bird team 0.3 $ 636.64 $ 190.99 Retention / Fee Application 1.0 $ 673.66 Grand Total 98.4 $ 57,843.89
Case 16-11144-LSS Doc 485-2 Filed 09/14/16 Page 1 of 3 EXHIBIT B
Case 16-11144-LSS Doc 485-2 Filed 09/14/16 Page 2 of 3 Exhibit B Chaparral Energy Summary of Out-of-Pocket Expenses by Category For May 9 through July 30, 2016 Expense Category Expense Amount Airfare $ 339.95 Ground Transportation $ 92.75 Lodging $ 101.39 Meals $ 41.65 Total $ 575.74
Case 16-11144-LSS Doc 485-2 Filed 09/14/16 Page 3 of 3 Exhibit B - May 9, 2016 - July 30, 2016 Expense Detail by Professional Project Category Name Title Date of Expense Description of Expense Transaction Tax Bankruptcy Restructuring Flagg,Nancy A. Executive 21 Jun 2016 Rental car expense for travel to Oklahoma City for business purpose of meeting with clients we are engaged with for indirect bankruptcy tax services Transaction Tax Bankruptcy Restructuring Flagg,Nancy A. Executive 21 Jun 2016 1 day rental car expense for travel to Oklahoma City for business purpose of meeting with clients we are engaged with for indirect bankruptcy tax services\\chbruv GROUND - Transaction Tax Bankruptcy Restructuring Transaction Tax Bankruptcy Restructuring Flagg,Nancy A. Executive 10 Jun 2016 Coach fare from Milwaukee, WI to Oklahoma City Oklahoma Transaction Tax Bankruptcy Restructuring Flagg,Nancy A. Executive 21 Jun 2016 Booking fee for air travel from Milwaukee, WI to Oklahoma City Oklahoma AIRFARE - Transaction Tax Bankruptcy Restructuring Category of Expense Expense Amount Ground $ 5.60 Ground $ 87.15 $ 92.75 Airfare $ 330.00 Airfare $ 9.95 $ 339.95 Transaction Tax Bankruptcy Restructuring Flagg,Nancy A. Executive 22 Jun 2016 Lodging for 1 night Lodging $ 89.39 Transaction Tax Bankruptcy Restructuring Flagg,Nancy A. Executive 21 Jun 2016 Lodging tips for 1 night Lodging $ 12.00 LODGING - Transaction Tax Bankruptcy Restructuring Transaction Tax Bankruptcy Restructuring Yousefy,Peyman Senior 13 Jun 2016 Overtime meal while working on the client's attribute reduction model for bankruptcy. Transaction Tax Bankruptcy Restructuring Yousefy,Peyman Senior 14 Jun 2016 Overtime meal while working on the client's attribute reduction model for bankruptcy. MEALS - Transaction Tax Bankruptcy Restructuring $ 101.39 Meals $ 20.00 Meals $ 21.65 $ 41.65 Grand Total $ 575.74