Case 16-10386-CSS Doc 1867 Filed 08/24/17 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PARAGON OFFSHORE PLC, et al., Debtors. 1 Chapter 11 Case No. 16-10386 (CSS) Jointly Administered Obj. Deadline: Sept. 13, 2017, at 4:00 p.m. (ET) FIFTEENTH MONTHLY FEE APPLICATION OF LAZARD FRÈRES AND CO. LLC, AS INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD MAY 1, 2017 TO AND INCLUDING MAY 31, 2017 Name of applicant: Authorized to provide professional services to: Lazard Frères & Co. LLC Debtors and Debtors in Possession Date of retention: April 5, 2016, nunc pro tunc February 14, 2016 Period for which compensation and/or reimbursement is sought: May 1, 2017 to and including May 31, 2017 Total compensation requested as actual, reasonable, and necessary: $175,000.00 2 Compensation requested immediately: Compensation held back: $140,000.00 (80% of $175,000.00) $35,000.00 (20% of $175,000.00) Amount of expenses requested as 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification numbers, as applicable, are: Paragon Offshore plc (6017); Paragon Offshore Finance Company (6632); Paragon International Finance Company (8126); Paragon Offshore Holdings US Inc. (1960); Paragon Offshore Drilling LLC (4541); Paragon FDR Holdings Ltd. (4731); Paragon Duchess Ltd.; Paragon Offshore (Luxembourg) S.a r.l. (5897); PGN Offshore Drilling (Malaysia) Sdn. Bhd. (9238); Paragon Offshore (Labuan) Pte. Ltd. (3505); Paragon Holding SCS 2 Ltd. (4108); Paragon Asset Company Ltd. (2832); Paragon Holding SCS 1 Ltd. (4004); Paragon Offshore Leasing (Luxembourg) S.a r.l.(5936); Paragon Drilling Services 7 LLC (7882); Paragon Offshore Leasing (Switzerland) GmbH(0669); Paragon Offshore do Brasil Ltda.; Paragon Asset (ME) Ltd. (8362); Paragon Asset (UK) Ltd.; Paragon Offshore International Ltd. (6103);Paragon Offshore (North Sea) Ltd.; Paragon (middle East) Limited (0667); Paragon Holding NCS 2 S.a r.l. (5447); Paragon Leonard Jones LLC (8826); Paragon Offshore (Nederland) B.V.; and Paragon Offshore Contracting GmbH (2832). The Debtors mailing address is 3151 Briarpark Drive, Suite 700 Houston, Texas 77042. 2 See Exhibit B for a detailed fee calculation. RLF1 18034224v.1
Case 16-10386-CSS Doc 1867 Filed 08/24/17 Page 2 of 7 actual, reasonable, and necessary: $1,152.93 Amounts paid to date: $0.00 Net amount requested immediately: $141,152.93 (80% of compensation and 100% of expenses) This is a(n): _X monthly interim final application [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] RLF1 18034224v.1 2
Case 16-10386-CSS Doc 1867 Filed 08/24/17 Page 3 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PARAGON OFFSHORE PLC, et al., Debtors. 1 Chapter 11 Case No. 16-10386 (CSS) Jointly Administered Obj. Deadline: Sept. 13, 2017, at 4:00 p.m. (ET) FIFTEENTH MONTHLY FEE APPLICATION OF LAZARD FRÈRES AND CO. LLC, AS INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD MAY 1, 2017 TO AND INCLUDING MAY 31, 2017 Lazard Frères and Co. LLC ( Lazard ), investment banker and financial advisor to Paragon Offshore plc and its affiliated debtors, as debtors and debtors in possession (collectively, the Debtors ), hereby submits its fifteenth monthly fee application (this Application ) pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the Bankruptcy Code ), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ) for allowance of compensation for professional services rendered and for reimbursement of actual and necessary expenses incurred in connection with such services from May 1, 2017 to and including May 31, 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification numbers, as applicable, are: Paragon Offshore plc (6017); Paragon Offshore Finance Company (6632); Paragon International Finance Company (8126); Paragon Offshore Holdings US Inc. (1960); Paragon Offshore Drilling LLC (4541); Paragon FDR Holdings Ltd. (4731); Paragon Duchess Ltd.; Paragon Offshore (Luxembourg) S.a r.l. (5897); PGN Offshore Drilling (Malaysia) Sdn. Bhd. (9238); Paragon Offshore (Labuan) Pte. Ltd. (3505); Paragon Holding SCS 2 Ltd. (4108); Paragon Asset Company Ltd. (2832); Paragon Holding SCS 1 Ltd. (4004); Paragon Offshore Leasing (Luxembourg) S.a r.l.(5936); Paragon Drilling Services 7 LLC (7882); Paragon Offshore Leasing (Switzerland) GmbH(0669); Paragon Offshore do Brasil Ltda.; Paragon Asset (ME) Ltd. (8362); Paragon Asset (UK) Ltd.; Paragon Offshore International Ltd. (6103);Paragon Offshore (North Sea) Ltd.; Paragon (middle East) Limited (0667); Paragon Holding NCS 2 S.a r.l. (5447); Paragon Leonard Jones LLC (8826); Paragon Offshore (Nederland) B.V.; and Paragon Offshore Contracting GmbH (2832). The Debtors mailing address is 3151 Briarpark Drive, Suite 700 Houston, Texas 77042. RLF1 18034224v.1 3
Case 16-10386-CSS Doc 1867 Filed 08/24/17 Page 4 of 7 2017 (the Compensation Period ), in accordance with the terms of that certain engagement letter between the Debtors and Lazard, dated as September 8, 2015 (the Engagement Letter ), as approved by the Court s order approving Lazard s retention [Docket No. 225] (the Retention Order ). Pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 230] (the Interim Compensation Order ), Lazard seeks interim allowance of compensation in the aggregate amount of $175,000.00 for financial advisory services provided to the Debtors together with reimbursement of actual and necessary expenses incurred in the amount of $1,152.93 during the Compensation Period. In support of this Application, Lazard respectfully states as follows: BACKGROUND 1. On February 14, 2016, the Debtors commenced a voluntary case under chapter 11 of the Bankruptcy Code (the Petition Date ). The Debtors are authorized to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 2. On April 5, 2016, the Court entered the Retention Order. 3. On the same date, the Court entered the Interim Compensation Order. The Interim Compensation Order provides, in pertinent part, that each retained professional may file a monthly application for interim allowance of its fees and expenses. If no objection is filed within 20 days of the filing of a monthly fee application, the Debtors are authorized and directed to pay the retained professional 80% of the fees requested in the applicable monthly fee application. RLF1 18034224v.1 4
Case 16-10386-CSS Doc 1867 Filed 08/24/17 Page 5 of 7 RELIEF REQUESTED 4. By this application, Lazard requests entry of an order allowing (i) compensation for professional services rendered on behalf of the Debtors during the Compensation Period in the amount of $140,000.00, representing 80% of Lazard s total unpaid monthly fees for the Compensation Period ($175,000.00) and (ii) reimbursement of expenses incurred in connection with the rendition of such services in the aggregate amount of $1,152.93, representing 100% of Lazard s total expenses incurred during the Compensation Period, for a total award $141,152.93. SUMMARY OF SERVICES 5. The Managing Director, Associate and Analyst of Lazard who rendered professional services during the Compensation Period in these cases are as follows: Ari Lefkovits (Managing Director); Levi Quaintance (Associate) and Sergio Ruffolo (Analyst). 6. Although Lazard, in line with market convention, does not bill by the hour, Lazard kept track of its post-petition time in one-half hour increments in accordance with the Retention Order. Such time records are attached hereto as Exhibit A. 7. During the Compensation Period, the Debtors relied heavily on the experience and expertise of the above-named persons in dealing with matters described below. Lazard s highly skilled restructuring and industry professionals devoted significant time and effort to perform properly and expeditiously the required professional services. 8. During the Compensation Period, Lazard performed various services on behalf of the Debtors, including, but not limited to, the following: a) Assistance with General Bankruptcy Lazard has participated in weekly, if not daily, planning sessions and other periodic meetings with the Paragon Debtors and their legal counsel concerning process and strategy issues related to the Paragon Debtors chapter 11 cases. Lazard participated in meetings with the Paragon Debtors management, the board RLF1 18034224v.1 5
Case 16-10386-CSS Doc 1867 Filed 08/24/17 Page 6 of 7 of directors and other advisors and presented materials regarding bankruptcy processes and strategic issues. b) Meetings and Oversight of Diligence with Creditors Lazard prepared, reviewed, advised and assisted in the preparation of presentation materials for the Paragon Debtors creditors and their advisors and maintained a comprehensive electronic dataroom. Lazard engaged in regular conversations with multiple creditors including the revolving lenders, term loan lenders, unsecured creditors' committee and each groups advisors. c) Financial Planning & Analysis Lazard professionals assisted the Paragon Debtors management in analysis of business plan, financial projections and cash flow forecasts, as well as potential alternative scenarios and prepared various presentations and analyses related to the Debtors financial projections and cash flow forecasts. d) Support for Court Filings Lazard professionals assisted the Paragon Debtors counsel in developing and reviewing a disclosure statement for the Company s plan of reorganization, including the development of financial projections and valuation exhibits, and provided updates to these exhibits to reflect the consensual agreement between the Debtors and their key creditor constituencies. In addition, Lazard professionals developed analyses in support of the UK administration of Paragon Plc. e) Valuation Analysis During this period, Lazard reviewed its valuation of Reorganized Paragon in light of a potentially delayed emergence to ensure. 9. There is no agreement or understanding between Lazard and any other person, other than members of the firm, for the sharing of compensation to be received for services rendered in these chapter 11 cases. CERTIFICATION OF COMPLIANCE 10. The undersigned has reviewed the requirements of Local Rule 2016-2 and certifies that, to the best of his knowledge, information and belief, this Application complies with that rule. RLF1 18034224v.1 6
Case 16-10386-CSS Doc 1867 Filed 08/24/17 Page 7 of 7 WHEREFORE Lazard requests entry of an order allowing (i) compensation for professional services rendered on behalf of the Debtors during the Compensation Period in the amount of $140,000.00, representing 80% of Lazard s total unpaid monthly fees for the Compensation Period ($175,000.00) and (ii) reimbursement of expenses incurred in connection with the rendition of such services in the aggregate amount of $1,152.93, representing 100% of Lazard s total expenses incurred during the Compensation Period, for a total award of $141,152.93. Dated: August 24, 2017 New York, New York LAZARD FRÈRES & CO. LLC, /s/ Ari Lefkovits Ari Lefkovits Managing Director Lazard Frères & Co. LLC 30 Rockefeller Plaza, 61st Floor New York, NY 10020 (212/632-6000) RLF1 18034224v.1 7
Case 16-10386-CSS Doc 1867-1 Filed 08/24/17 Page 1 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ----------------------------------------------------------------x In re : Chapter 11 : PARAGON OFFSHORE PLC, et al., : Case No. 16-10386 (CSS) : : Jointly Administered Debtors. 1 : : Obj. Deadline: Sept. 13, 2017 at 4:00 p.m. (EDT) ----------------------------------------------------------------x NOTICE OF FEE APPLICATION PLEASE TAKE NOTICE that Lazard Frères & Co. LLC (the Applicant ) has today filed the attached Fifteenth Monthly Fee Application of Lazard Frères and Co. LLC, as Investment Banker and Financial Advisor to the Debtors for Allowance of Compensation and Reimbursement of Expenses for the Period May 1, 2017 to and including May 31, 2017 (the Application ) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801 (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [D.I. 230] (the Interim Compensation 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, as applicable, are: Paragon Offshore plc (in administration) (6017); Paragon Offshore Finance Company (6632); Paragon International Finance Company (8126); Paragon Offshore Holdings US Inc. (1960); Paragon Offshore Drilling LLC (4541); Paragon FDR Holdings Ltd. (4731); Paragon Duchess Ltd.; Paragon Offshore (Luxembourg) S.à r.l. (5897); PGN Offshore Drilling (Malaysia) Sdn. Bhd. (9238); Paragon Offshore (Labuan) Pte. Ltd. (3505); Paragon Holding SCS 2 Ltd. (4108); Paragon Asset Company Ltd. (2832); Paragon Holding SCS 1 Ltd. (4004); Paragon Offshore Leasing (Luxembourg) S.à r.l. (5936); Paragon Drilling Services 7 LLC (7882); Paragon Offshore Leasing (Switzerland) GmbH (0669); Paragon Offshore do Brasil Ltda.; Paragon Asset (ME) Ltd. (8362); Paragon Asset (UK) Ltd.; Paragon Offshore International Ltd. (6103); Paragon Offshore (North Sea) Ltd.; Paragon (Middle East) Limited (0667); Paragon Holding NCS 2 S.à r.l. (5447); Paragon Leonard Jones LLC (8826); Paragon Offshore (Nederland) B.V.; and Paragon Offshore Contracting GmbH (2832). The Debtors mailing address is 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. Neville Barry Kahn and David Philip Soden, each of Deloitte LLP, are the joint administrators of Paragon Offshore plc (in administration) (the U.K. Administrators ). The affairs, business and property of Paragon Offshore plc (in administration) are managed by the U.K. Administrators. RLF1 18037599v.1
Case 16-10386-CSS Doc 1867-1 Filed 08/24/17 Page 2 of 4 Order ) and must be filed with the Clerk of the Bankruptcy Court and be served upon (i) the above-captioned debtors (the Debtors ), Paragon Offshore plc (in administration), 3151 Briarpark Drive, Houston, Texas 77042, (Attn: Todd R. Strickler, Vice President, General Counsel and Corporate Secretary); (ii) counsel to the Debtors, Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New York, New York 10153, (Attn: Gary T. Holtzer, Esq. and Stephen A. Youngman, Esq.); (iii) Delaware co-counsel to the Debtors, Richards, Layton & Finger, P.A., 920 North King Street, One Rodney Square, Wilmington, DE 19801, (Attn: Mark D. Collins, Esq. and Amanda R. Steele, Esq.); (iv) the Office of The United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 (Attn: Benjamin Hackman, Esq.); (v) counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 (Attn: Sandeep Qusba, Esq. and Katherine McClendon, Esq.); (vi) counsel to Cortland Capital Market Services LLC, as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, Freshfields Bruckhaus Deringer, 601 Lexington Avenue, 31st Floor, New York, New York 10022 (Attn: Mark F. Liscio, Esq. and Scott D. Talmadge, Esq.); (vii) counsel to the trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 (Attn: James O. Moore, Esq., Glenn E. Siegel, Esq. and Joshua Dorchak, Esq.); (viii) counsel to the Official Committee of Unsecured Creditors, Paul, Weis, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019, (Attn: Andrew Rosenberg, Esq.); and (ix) Delaware co-counsel to the Official Committee of RLF1 18037599v.1 2
Case 16-10386-CSS Doc 1867-1 Filed 08/24/17 Page 3 of 4 Unsecured Creditors, Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, (Attn: Pauline K. Morgan, Esq.) so as to be received by no later than September 13, 2017 at 4:00 p.m. (Eastern Daylight Time) (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that if no objections to the Application are filed, served and received prior to the Objection Deadline, the Applicant may file a certification of no objection with the Bankruptcy Court, after which the Debtors shall be authorized by the Interim Compensation Order to pay the Applicant an amount equal to 80% of the fees and 100% of the expenses requested in its Application without the need for further order of the Bankruptcy Court. RLF1 18037599v.1 3
Case 16-10386-CSS Doc 1867-1 Filed 08/24/17 Page 4 of 4 PLEASE TAKE FURTHER NOTICE that if an objection to the Application is filed, served and received prior to the Objection Deadline, the Debtors shall be authorized by the Interim Compensation Order to pay the Applicant 80% of the fees and 100% of the expenses requested in the Application not subject to such objection without the need for further order of the Bankruptcy Court. Dated: August 24, 2017 Wilmington, Delaware /s/ Joseph C. Barsalona II RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Paul N. Heath (No. 3704) Amanda R. Steele (No. 5530) Joseph C. Barsalona II (No. 6102) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 -and- WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer (admitted pro hac vice) Stephen A. Youngman (admitted pro hac vice) 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Attorneys for the Debtors and Debtors in Possession RLF1 18037599v.1 4
Case 16-10386-CSS Doc 1867-2 Filed 08/24/17 Page 1 of 5 EXHIBIT A Details of Hours Expended RLF1 18034224v.1
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Case 16-10386-CSS Doc 1867-3 Filed 08/24/17 Page 1 of 4 EXHIBIT B Fee Calculation & Details of Expenses RLF1 18034224v.1
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