Transcript of MCKINSEY RECOVERY& TRANSFORMATION SERVICES US, LLC 55 East 52nd Street New York
MCKINSEY RECOVERY& TRANSFORMATION SERVICES U.S., LLC 55 East
52nd Street New York, NY 10055
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------------- In
re: SUNEDISON, INC., et al. 1
Debtors.
SUMMARY SHEET PURSUANT TO UNITED STATES TRUSTEE GUIDELINES FOR
REVIEWING
APPLICATIONS FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FILED
UNDER SECTION 330 OF THE BANKRUPTCY CODE
Name of Applicant: McKinsey Recovery & Transformation Services
U.S., LLC
1 The Debtors in these chapter 11 cases, along with the last four
digits of each Debtor’s tax identification
number are as follows: SunEdison, Inc. (5767); SunEdison DG, LLC
(N/A); SUNE Wind Holdings, Inc. (2144); SUNE Hawaii Solar Holdings,
LLC (0994); First Wind Solar Portfolio, LLC (5014); First Wind
California Holdings, LLC (7697); SunEdison Holdings Corporation
(8669); SunEdison Utility Holdings, Inc. (6443); SunEdison
International, Inc. (4551); SUNE ML 1, LLC (3132); MEMC Pasadena,
Inc. (5238); Solaicx (1969); SunEdison Contracting, LLC (3819);
NVT, LLC (5370); NVT Licenses, LLC (5445); Team-Solar, Inc. (7782);
SunEdison Canada, LLC (6287); Enflex Corporation (5515); Fotowatio
Renewable Ventures, Inc. (1788); Silver Ridge Power Holdings, LLC
(5886); SunEdison International, LLC (1567); Sun Edison LLC (1450);
SunEdison Products Singapore Pte. Ltd. (7373); SunEdison
Residential Services, LLC (5787); PVT Solar, Inc. (3308); SEV
Merger Sub Inc. (N/A); Sunflower Renewable Holdings 1, LLC (6273);
Blue Sky West Capital, LLC (7962); First Wind Oakfield Portfolio,
LLC (3711); First Wind Panhandle Holdings III, LLC (4238); DSP
Renewables, LLC (5513); Hancock Renewables Holdings, LLC (N/A);
EverStream HoldCo Fund I, LLC (9564); Buckthorn Renewables
Holdings, LLC (7616); Greenmountain Wind Holdings, LLC (N/A);
Rattlesnake Flat Holdings, LLC (N/A); Somerset Wind Holdings, LLC
(N/A); SunE Waiawa Holdings, LLC (9757); SunE MN Development, LLC
(8669); SunE MN Development Holdings, LLC (5388); and SunE
Minnesota Holdings, LLC (8926). The address of the Debtors’
corporate headquarters is 13736 Riverport Dr., Maryland Heights,
Missouri 63043.
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2
The Debtors
Nunc pro tunc to April 21, 2016
Interim Compensation Period: April 21, 2016 through August 31, 2016
(“First Interim Compensation Period”)
Total Fees Incurred: $ 8,601,789.50
Total Amount of Fees and Expenses Requested:
$ 9,339,466.07
Total Outstanding Amount to be Paid: $ 2,614,285.17
2 This amount reflects an Expense Adjustment ($8,711.90) and
Expense Credit ($8,804.14), each as described more fully in the
Application.
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Prior Fee Submissions:
First Monthly
Pending
Pending
Pending
3 As set forth in the Application, this amount reflects the Expense
Adjustment of $8,711.90. 4 As set forth in the Application, this
amount reflects the Expense Credit of $8,804.14.
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4
First Interim
Pending
This is an __Monthly X Interim __Final Fee Application
5 This amount reflects the Expense Adjustment and Expense Credit,
each as described in the Application.
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5
SUMMARY OF HOURS BILLED BY PROFESSIONALS DURING THE FIRST INTERIM
COMPENSATION PERIOD Client: SunEdison, Inc.
Court: United States Bankruptcy Court / Southern Dis trict of New
York
Description: Summary of Time Entries by Person
Period: Apri l 21, 2016 through August 31, 2016
Case No: 16-10992
Name Description Hours Billed Hourly Rate (USD) Total Billed (USD)
Aaron Perrine Senior Vice Pres ident 532.4 $795 $423,258.00 Alex
Pustov Senior Associate 124.0 $500 $62,000.00 Al l i son Wisniewski
Analyst 585.5 $350 $204,925.00 Alvina Jiao Analyst 87.7 $295
$25,871.50 Andrea Hsu Associate 126.1 $475 $59,897.50 Andreas
Schlosser Senior Vice Pres ident 44.6 $795 $35,457.00 Ben Sumers
Associate 727.0 $475 $345,301.25 Bradley Sostack Associate 314.3
$475 $149,292.50 Brent Packer Analyst 58.3 $350 $20,405.00 Bruno Si
lva Associate 44.0 $475 $20,900.00 Carter Powis Associate 369.8
$350 $129,430.00 Cl i fford Chen Senior Vice Pres ident 1,076.4
$795 $855,738.00 Dickon Pinner Practice Leader 111.1 $1,075
$119,432.50 Dylan Rebois Vice Pres ident 869.0 $655 $569,195.00
Eelco de Jong Senior Vice Pres ident 38.3 $795 $30,448.50 El i
Giovanetti Associate 716.7 $400 $286,680.00 Ian Schi l l inger
Senior Vice Pres ident 176.2 $795 $140,079.00 Jason Finkels tein
Associate 606.0 $475 $287,826.25 Jason Wright Vice Pres ident 35.9
$655 $23,514.50 Jess Jones Associate 218.0 $475 $103,550.00 João
Lopes Sousa Vice Pres ident 92.0 $655 $60,260.00 Jordan Flowers
Senior Associate 287.3 $565 $162,324.50 Kevin Ca ldwel l Senior
Associate 639.5 $565 $361,317.50 Kevin Carmody Practice Leader 61.1
$995 $60,794.50 Layth Ashoo Vice Pres ident 5.8 $655 $3,799.00 Mark
Hojnacki Practice Leader 736.1 $995 $732,419.50 Matt Parsons
Practice Leader 25.5 $995 $25,372.50 Max Jacob Analyst 78.6 $350
$27,510.00 Naeem Husain Associate 411.0 $400 $164,400.00 Nicholas
Wel lkamp Associate 164.2 $475 $77,995.00 Owen W Gal logly
Associate 296.1 $475 $140,647.50 Paavan Gami Analyst 379.7 $295
$112,011.50 Patrick Madden Associate 57.6 $400 $23,040.00 Pinja
Puustjarvi Associate 119.1 $475 $56,572.50 Ra jiv Gihwala Senior
Associate 179.1 $500 $89,550.00 Rob Montgomery Senior Vice Pres
ident 253.7 $795 $201,691.50 Robert Sternfels Practice Leader 19.8
$1,075 $21,285.00 Roland Yang Analyst 116.3 $350 $40,705.00 Samuel
C Gibbs IV Vice Pres ident 729.7 $655 $477,953.50 Sarah Brody
Associate 712.2 $400 $284,880.00 Scott Mel l Senior Vice Pres ident
538.8 $795 $428,346.00 Stephanie Liu Analyst 128.8 $295 $37,996.00
Steve Grossman Senior Associate 628.0 $565 $354,820.00 Tom Spahn
Senior Associate 578.3 $565 $326,739.50 Travis Dziubla Associate
82.1 $400 $32,840.00 Wi l l iam B. Jones Jr Senior Vice Pres ident
62.0 $795 $49,290.00 Zachary Si lverman Vice Pres ident 540.5 $655
$354,027.50 Grand Total 14,784.1 $581.83 $8,601,789.50
Compensation by Professional Person (April 21, 2016 through August
31, 2016)
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SUMMARY OF EXPENSES INCURRED DURING THE FIRST INTERIM COMPENSATION
PERIOD
Client: SunEdison, Inc. Court: Description: Period: Case No:
16-10992
Total Expenses (USD) Air Travel 279,855.63$ Case Administrator
67,650.00$ Hotel 259,602.74$ Meals 40,053.63$ Parking / Toll /
Other Travel 6,543.47$ Rail / Subway 2,239.09$ Rental Car 8,721.36$
Taxi / Car Services 73,010.64$ Telecom -$ Grand Total 737,676.57$
*
* This amount reflects the Expense Adjustment ($8,711.90) and
Expense Credit ($8,804.14), each as described in the
Application.
United States Bankruptcy Court / Southern District of New York
Summary of Expense Entries by Category April 21, 2016 through
August 31, 2016
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SUMMARY OF FEES INCURRED BY TASK CODE DURING THE FIRST INTERIM
COMPENSATION PERIO
Client: SunEdison, Inc. Court: Description: Period: Case No:
16-10992
Time Category Hours Billed Total Billed (USD) 001 - Bil lable
Travel 1,314.3 797,342.50 002 - Non Bil lable Travel - - 003 -
Business Plan 3,880.3 2,190,414.75 004 - Cash Flow Forecast 1,483.6
737,619.00 005 - Stakeholder Management 401.5 287,759.00 006 - Due
Dil igence Support 2,104.5 1,195,410.50 007 - Market Outlook 104.6
41,042.00 008 - Planning & Operations 1,576.2 807,775.50 009 -
Supplier Management 819.4 415,705.25 010 - Treasury 1,068.1
758,662.00 011 - Value Creation Plan 128.0 83,565.00 012 - Case
Strategy 1,901.2 1,284,506.50 013 - Plan of Reorganization 2.5
1,987.50 Total 14,784.1 8,601,789.50
Notes: 1 Total bil led amount and hourly rate in "001-Bil lable
(non-working) Travel" category reflect 50% discount.
Total Time Summary by Project Category (April 21, 2016 through
August 31, 2016)
United States Bankruptcy Court / Southern District of New York
Summary of Time Entries by Category April 21, 2016 through August
31, 2016
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MCKINSEY RECOVERY& TRANSFORMATION SERVICES U.S., LLC 55 East
52nd Street New York, NY 10055 UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------------- In
re: SUNEDISON, INC., et al.,
Debtors. 1
FIRST INTERIM APPLICATION OF MCKINSEY RECOVERY & TRANSFORMATION
SERVICES U.S., LLC AS RESTRUCTURING ADVISOR FOR
THE DEBTORS FOR COMPENSATION FOR SERVICES RENDERED AND
REIMBURSEMENT OF EXPENSES INCURRED FOR THE FIRST INTERIM
COMPENSATION PERIOD FROM APRIL 21, 2016 THROUGH AUGUST 31,
2016
TO THE HONORABLE STUART M. BERNSTEIN UNITED STATES BANKRUPTCY
JUDGE:
1 The Debtors in these chapter 11 cases, along with the last four
digits of each Debtor’s tax identification number are as follows:
SunEdison, Inc. (5767); SunEdison DG, LLC (N/A); SUNE Wind
Holdings, Inc. (2144); SUNE Hawaii Solar Holdings, LLC (0994);
First Wind Solar Portfolio, LLC (5014); First Wind California
Holdings, LLC (7697); SunEdison Holdings Corporation (8669);
SunEdison Utility Holdings, Inc. (6443); SunEdison International,
Inc. (4551); SUNE ML 1, LLC (3132); MEMC Pasadena, Inc. (5238);
Solaicx (1969); SunEdison Contracting, LLC (3819); NVT, LLC (5370);
NVT Licenses, LLC (5445); Team-Solar, Inc. (7782); SunEdison
Canada, LLC (6287); Enflex Corporation (5515); Fotowatio Renewable
Ventures, Inc. (1788); Silver Ridge Power Holdings, LLC (5886);
SunEdison International, LLC (1567); Sun Edison LLC (1450);
SunEdison Products Singapore Pte. Ltd. (7373); SunEdison
Residential Services, LLC (5787); PVT Solar, Inc. (3308); SEV
Merger Sub Inc. (N/A); Sunflower Renewable Holdings 1, LLC (6273);
Blue Sky West Capital, LLC (7962); First Wind Oakfield Portfolio,
LLC (3711); First Wind Panhandle Holdings III, LLC (4238); DSP
Renewables, LLC (5513); Hancock Renewables Holdings, LLC (N/A);
EverStream HoldCo Fund I, LLC (9564); Buckthorn Renewables
Holdings, LLC (7616); Greenmountain Wind Holdings, LLC (N/A);
Rattlesnake Flat Holdings, LLC (N/A); Somerset Wind Holdings, LLC
(N/A); SunE Waiawa Holdings, LLC (9757); SunE MN Development, LLC
(8669); SunE MN Development Holdings, LLC (5388); and SunE
Minnesota Holdings, LLC (8926). The address of the Debtors’
corporate headquarters is 13736 Riverport Dr., Maryland Heights,
Missouri 63043.
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McKinsey Recovery & Transformation Services U.S., LLC
(“McKinsey RTS”),
Restructuring Advisor for SunEdison, Inc. and certain of its
affiliates, the debtors and debtors in
possession in the above-captioned cases (collectively, the
“Debtors” and together with their non-
Debtor affiliates, “SunEdison” or the “Company”), submits its first
interim fee application (the
“Application”) pursuant to sections 327, 330(a) and 331 of title 11
of the United States Code (the
“Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy
Procedure (the “Bankruptcy
Rules”), the United States Trustee Guidelines for Reviewing
Applications for Compensation and
Reimbursement of Expenses Filed Under 11 U.S.C. §330 issued by the
Executive Office for
United States Trustees (the “UST Guidelines”), the United States
Bankruptcy Court of the
Southern District of New York’s General Order M-447 dated January
29, 2013 by Chief Judge
Cecelia G. Morris setting forth Amended Guidelines for Fees and
Disbursements for
Professionals in Southern District of New York Bankruptcy Cases,
effective February 5, 2013
(the “Local Guidelines” and together with the UST Guidelines, the
“Fee Guidelines”) and this
Court’s Order Granting Debtors’ Motion for Order Pursuant to
Bankruptcy Code Sections 105(a)
and 331, Bankruptcy Rule 2016, and Local Bankruptcy Rule 2016-1
Establishing Procedures for
Interim Compensation and Reimbursement of Expenses of
Professionals, dated May 12, 2016
(the “Interim Compensation Order”) [Docket No. 258], seeking: (i)
the interim allowance of
compensation for professional services rendered from April 21, 2016
through August 31, 2016
(the “First Interim Compensation Period”) in the aggregate amount
of $9,339,466.07
representing 100% of professional fees incurred in the amount of
$8,601,789.50 and 100% of
actual and necessary expenses2 incurred in the amount of
$737,676.573; and (ii) directing
2 McKinsey RTS’s Application may not include certain airfare
expenses incurred on behalf of the Debtors
during the First Interim Compensation Period, because McKinsey
RTS’s expense billing system generally requires a three-month
period to reconcile all applicable airfare credits. McKinsey RTS
therefore reserves
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payment by the Debtors of any and all outstanding amounts allowed,
including the Interim
Holdback (as defined herein) in the aggregate amount of
$1,720,357.90 and the August Fee
Statement (as defined herein) in the amount of $893,927.27 not yet
paid pursuant to the Interim
Compensation Order.
Jurisdiction and Venue
1. This court (the “Court”) has jurisdiction to consider and
determine this matter
pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding
pursuant to 28 U.S.C. §
157(b). Venue is proper before this Court pursuant to 28 U.S.C. §§
1408 and 1409.
2. The bases for the relief requested herein are sections 330 and
331 of the
Bankruptcy Code, Bankruptcy Rule 2016 and Local Bankruptcy Rule
2016-1. Pursuant to the
Local Guidelines, a certification of compliance is annexed hereto
as Exhibit A.
Background
3. On April 21, 2016 (the “Petition Date”), the Debtors each
commenced a case by
filing voluntary petitions for relief under chapter 11 of the
Bankruptcy Code (collectively, the
“Chapter 11 Cases”). The Chapter 11 Cases have been consolidated
for procedural purposes
only and are being administered jointly.
the right to request, in a subsequent application for allowance,
reimbursement of any unreimbursed airfare or other expenses
incurred on behalf of the Debtors during the First Interim
Compensation Period not previously invoiced herein.
3 This amount reflects (i) an agreed-upon expense reduction of
$8,711.90 (the “Expense Adjustment”) following discussions with the
United States Trustee (as defined herein) in connection with
McKinsey RTS’s Fee Statement (as defined herein) for the months of
April and May 2016; and (ii) a credit of $8,804.14 (the “Expense
Credit”) in connection with disbursements billed erroneously by
McKinsey RTS during the First Interim Compensation Period. McKinsey
RTS has applied the Expense Credit to the expenses requested
pursuant to its August Fee Statement (which remains unpaid),
reducing its expense reimbursement request for August 2016 from
$84,979.01 to $76,174.87.
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4. The Debtors are authorized to continue to operate their business
and manage their
properties as debtors in possession pursuant to sections 1107(a)
and 1108 of the Bankruptcy
Code.
5. On April 29, 2016, an official committee of unsecured creditors
(the “Creditors’
Committee”) was appointed for these Chapter 11 Cases by the Office
of the United States
Trustee for the Southern District of New York (the “United States
Trustee”).
6. Additional information regarding the Debtors, including their
business operations,
their corporate and capital structure, and the events leading to
these Chapter 11 Cases, is set forth
in detail in the Declaration of Patrick M. Cook Pursuant to Local
Bankruptcy Rule 1007-2 in
Support of Chapter 11 Petitions and First Day Pleadings [Docket No.
4].
Retention and Disinterestedness of McKinsey RTS
7. Pursuant to a final order dated June 23, 2016 (the “Retention
Order”) [Docket No.
639], the Debtors were authorized to retain and employ McKinsey RTS
as Restructuring Advisor
nunc pro tunc to April 21, 2016. The Retention Order authorized the
Debtors to compensate
McKinsey RTS in accordance with the procedures set forth in
sections 330 and 331 of the
Bankruptcy Code, the Bankruptcy Rules, the Local Guidelines, and
such other procedures as
were established by the Interim Compensation Order. A copy of the
Retention Order is annexed
hereto as Exhibit B.
8. As set forth in the Declaration of Mark W. Hojnacki in Support
of Debtors’
Application for Order Pursuant to Sections 327(a), 328, 330, 331,
and 1107(b) of the Bankruptcy
Code, Bankruptcy Rules 2014(a) and 2016(b) and Local Bankruptcy
Rules 2014-1 and 2016-1
Authorizing the Employment of McKinsey Recovery &
Transformation Services U.S., LLC as
Restructuring Advisor for the Debtors, Nunc Pro Tunc to the
Petition Date, dated May 5, 2014
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[Docket No. 202]; and the Amended Declaration of Mark W. Hojnacki
in Support of Debtors’
Application for Order Pursuant to Sections 327(a), 328, 330, 331,
and 1107(b) of the Bankruptcy
Code, Bankruptcy Rules 2014(a) and 2016(b) and Local Bankruptcy
Rules 2014-1 and 2016-1
Authorizing the Employment of McKinsey Recovery &
Transformation Services U.S., LLC as
Restructuring Advisor for the Debtors, Nunc Pro Tunc to the
Petition Date, dated June 6, 2016
[Docket No. 484], McKinsey RTS does not hold or represent any
interest adverse to the Debtors’
estates and is a disinterested person as that term is defined in
Bankruptcy Code section 101(14),
as modified by Bankruptcy Code section 1107(b).
9. McKinsey RTS performed, on behalf of the Debtors and their
estates, the services
for which it seeks compensation, and not on behalf of any
committee, creditor or other entity.
10. For services rendered in connection with these Chapter 11
Cases, McKinsey RTS
did not receive any payments or promises of payment from any source
other than the Debtors.
11. McKinsey RTS has not shared or agreed to share any of its
compensation from
the Debtors with any other person, other than as permitted by
section 504 of the Bankruptcy
Code.
Summary of Professional Compensation and Reimbursement of Expenses
Requested
12. McKinsey RTS seeks an interim allowance of compensation for
professional
services rendered during the First Interim Compensation Period in
the amount of $8,601,789.50.
Additionally, McKinsey RTS seeks reimbursement of actual and
necessary expenses incurred in
connection with such services during the First Interim Compensation
Period in the amount of
$737,676.57.
13. During the First Interim Compensation Period, McKinsey RTS
professionals
expended a total of 14,784.1 hours rendering necessary and
beneficial services to the Debtors at
a blended hourly rate of $581.83.
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14. Pursuant to the UST Guidelines, the Debtors have been provided
with a copy of
the Application for their review and will have completed their
review of the same prior to the
hearing to consider the Application.
15. Pursuant to the Interim Compensation Order, McKinsey RTS
previously filed and
served four monthly fee statements (the “Fee Statements”)
requesting the payment of fees and
reimbursement of expenses. The Debtors have been billed by McKinsey
RTS the following fees
and expenses:
(a) Pursuant to the Fee Statement for the period April 21, 2016
through May 31, 2016, McKinsey RTS requested payment of
$3,295,534.60 in fees for services rendered (representing 80% of
its total fees in the amount of $4,119,418.25 incurred for the
period) and $346,283.204 for expenses incurred (representing 100%
of requested expenses incurred for the period).
(b) Pursuant to the Fee Statement for the period June 1, 2016
through June 30, 2016, McKinsey RTS requested payment of
$1,788,822.80 in fees for services rendered (representing 80% of
its total fees in the amount of $2,236,028.50 incurred for the
period) and $157,279.14 for expenses incurred (representing 100% of
requested expenses incurred for the period).
(c) Pursuant to the Fee Statement for the period July 1, 2016
through July 31, 2016, McKinsey RTS requested payment of
$979,321.80 in fees for services rendered (representing 80% of its
total fees in the amount of $1,224,152.25 incurred for the period)
and $157,939.37 for expenses incurred (representing 100% of
requested expenses incurred for the period).
(d) Pursuant to the Fee Statement for the period August 1, 2016
through August 31, 2016, McKinsey RTS requested payment of
$817,752.40 in fees for services rendered (representing 80% of its
total fees in the amount of $1,022,190.50 incurred for the period)
and $76,174.875 for expenses incurred (representing 100% of
requested expenses incurred for the period).
4 This amount reflects the Expense Adjustment of $8,711.90. 5 This
amount reflects the Expense Credit of $8,804.14.
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16. As of the date of filing of this Application, no objections to
the Fee Statements
have been filed. By this Application, McKinsey RTS now seeks
payment by the Debtors of the
amounts that were held back for the months of April 2016 through
August 2016 (the “Interim
Holdback”), aggregating $1,720,357.90. Further, McKinsey RTS has
not yet received payment
for its fees and expenses invoiced pursuant to the August Fee
Statement aggregating $893,927.27
and seeks payment in full thereof pursuant to this
Application.
17. Pursuant to the UST Guidelines, annexed hereto as Exhibit C is
a schedule of
McKinsey RTS professionals and paraprofessionals who have performed
services for the
Debtors during the First Interim Compensation Period, the
capacities in which each such
individual is employed by McKinsey RTS, the hourly billing rate
charged by McKinsey RTS for
services performed by such individuals, and the aggregate number of
hours expended in this
matter and fees billed therefor.
18. Annexed hereto as Exhibit D is a schedule specifying the
categories of expenses
for which McKinsey RTS is seeking reimbursement and the total
amount for each such expense
category for the First Interim Compensation Period. An itemized
schedule of all such expenses
has been provided to the Debtors, the Court, the attorneys for the
Creditors’ Committee and the
U.S. Trustee.
19. In accordance with section (b)(4) of the UST Guidelines,
annexed hereto as
Exhibit E is a summary of McKinsey RTS’s time records for the First
Interim Compensation
Period, arranged by project categories or “task codes,” as
described herein.
20. Exhibit F contains copies of McKinsey RTS’s detailed fee and
expense
statements during the First Interim Compensation Period using
project categories hereinafter
described which have previously been distributed as part of the Fee
Statements in accordance
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with the Interim Compensation Order. McKinsey RTS maintains
computerized records of the
time spent by all McKinsey RTS professionals and paraprofessionals
in connection with the
Chapter 11 Cases. Copies of these computerized records have been
furnished to the Debtors and,
subject to redaction or modification for the attorney-client
privilege where necessary to protect
the Debtors’ estates, the Court, the attorneys for the Creditors’
Committee and the U.S. Trustee
in the format specified by the UST Guidelines.
21. During the First Interim Compensation Period, McKinsey RTS’s
fees were billed
in accordance with its standard fee amounts. Such fees are
reasonable and market-based and
consistent with McKinsey RTS’s normal and customary billing levels
for comparably sized and
complex cases, involving the services to be provided in these
Chapter 11 Cases. McKinsey RTS
believes the compensation arrangement between it and the Debtors is
comparable to those
charged by other professionals rendering similar services for
clients such as the Debtors.
22. McKinsey RTS’s rates are set at a level designed to compensate
McKinsey RTS
fairly for the work of its professionals and to cover fixed and
routine overhead expenses. Hourly
rates vary with the experience and seniority of the individuals
assigned.
23. McKinsey RTS regularly reviews its invoices to ensure that the
Debtors are only
billed for actual and necessary services.
24. As discussed below, in accordance with the factors enumerated
in Bankruptcy
Code section 330, the fees requested by McKinsey RTS are fair and
reasonable in light of: (a) the
complexity of these Chapter 11 Cases; (b) the nature and extent of
the services rendered; (c) the
amount of time expended by McKinsey RTS in providing such services
to the Debtors; (d) the
value of such services; and (e) the costs of comparable services in
cases under the Bankruptcy
Code.
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Summary of McKinsey RTS’s Services During the First Interim
Compensation Period
25. During the First Interim Compensation Period, McKinsey RTS
worked closely
with members of the Debtors’ senior management team to, among other
things, assist the
Debtors with the following:
• Develop a 13 week cash flow forecast and variance reporting
models.
• Develop the Debtors’ five-year comprehensive business plan,
including asset by asset treatment, proposed asset sales and the
plan for each business, platform and project of the Debtors and
their subsidiaries.
• Develop a strategic assessment of alternatives as required in the
debtor-in-possession financing agreement.
• Create near and long-term market outlooks, including a
perspective on asset sale options across a number of geographies
and business units.
• Provide operational support for financial planning, treasury,
procurement, and business unit management teams in relation to
restructuring activities and cost reductions.
• Assist in the development of supporting diligence materials and
presentations for use in various stakeholder meetings, attend
diligence sessions and working meetings with various stakeholders
and constituents, and respond to inquiries from various
constituents on business planning and operational questions.
• Provide ad hoc support to the management team, including the
development and preparation of analytics to be used in
restructuring discussions.
The following is a detailed summary, organized by task code, of the
services rendered by
McKinsey RTS during the First Interim Compensation Period.
Task Code – Business Plan Fees: $2,190,414.75; Hours: 3,880.3
26. During the First Interim Compensation Period, McKinsey RTS
assisted the
Debtors in the development of a five-year business plan. Work
performed under the Business
Plan task code includes, without limitation, the following:
• Assisted management in developing the Debtors’ five-year
comprehensive business plan and any alternative projections as
required under the debtor-in-possession loan
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agreement, including detailed asset development completion budgets
and various cost savings initiatives.
• Provided due diligence support with respect to the outlook and
assumptions included in the five-year strategic business plan and
alternate business plan.
• Conducted interviews with the Debtors’ management team and
business unit General Managers (“GMs”) to assess current
operations.
• Led workshops with the management team, GMs and functional
leaders to identify productivity and cost initiatives to improve
the Debtors’ current operations.
• Worked alongside investment banking partners to provide project
details necessary to create sale proceeds estimates.
• Prepared supporting materials and presentations for use in
meetings with potential investors and other stakeholders.
Task Code – Cash Flow Forecast Fees: $737,619.00; Hours:
1,483.6
27. During the First Interim Compensation Period, McKinsey RTS
assisted the
Debtors in preparing projections and related analyses for the
consolidated cash and liquidity
forecast. Work performed under the Cash Flow Forecast task code
includes, without limitation,
the following:
• Built and maintained a 13-week cash flow forecast model and ran a
regular update process with the Debtors’ management and Financial
Planning and Analysis (“FP&A”) team.
• Prepared weekly cash analysis to assess budget-to-actual
variances.
• Created detailed supporting schedules and documentation for
assumptions underlying regular budget submissions.
• Generated risk scenarios and other analyses related to the
Debtors’ short-term cash projections.
• Provided due diligence support related to cash management
activities and initiatives.
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Task Code – Stakeholder Management Fees: $287,759.00; Hours:
401.5
28. During the First Interim Compensation Period, McKinsey RTS
assisted the
Debtors in managing stakeholder relationships and communications.
Work performed under the
Stakeholder Management task code includes, without limitation, the
following:
• Managed communications and relationships with stakeholders as
directed by the Debtors’ management.
• Advocated for Debtors’ priorities with affiliated non-Debtor
entities as directed by the Debtors’ management.
• Supported the development of a detailed communications plan
utilized at the commencement of the Chapter 11 Cases.
Task Code – Due Diligence Support Fees: $1,195,410.50; Hours:
2,104.5
29. During the First Interim Compensation Period, McKinsey RTS
engaged in
aggregating and tracking diligence requests related to the Debtors’
operations and forecasts.
Work performed under the Due Diligence Support task code includes,
without limitation, the
following:
• Worked with management to prepare responses to appropriate due
diligence requests.
• Prepared supporting diligence materials and presentations for use
in various stakeholder meetings.
• Maintained diligence tracker to organize and prioritize
requests.
Task Code – Market Outlook Fees: $41,042.00; Hours: 104.6
30. During the First Interim Compensation Period, McKinsey RTS
assisted the
Debtors with issues associated with the general market outlook.
Work performed under the
Market Outlook task code includes, without limitation, the
following:
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12
• Analyzed market trends and drivers for the renewable energy
industry.
• Assessed options for the Debtors to reorganize based on market
trends and drivers.
• Assessed competitive landscape including competitive advantages
on a geographic basis.
• Evaluated overall market size potential on a geographic
basis.
• Reviewed the Debtors’ market positioning and overall economics on
a geographic basis.
Task Code – Planning & Operations Fees: $807,775.50; Hours:
1,576.2
31. During the First Interim Compensation Period, McKinsey RTS
assisted the
Debtors in matters related to financial planning and operations.
Work performed under the
Planning & Operations task code includes, without limitation,
the following:
• Provided general operational support for business unit management
related to restructuring activities.
• Performed operational due diligence activities for certain
geographic operations.
• Established and revised various processes and procedures at the
direction of the Debtors’ management.
• Supported the management and operational teams in identifying and
capturing fixed cost savings.
Task Code – Supplier Management Fees: $415,705.25; Hours:
819.4
32. During the First Interim Compensation Period, McKinsey RTS
assisted the
Debtors in vendor management programs and issues. Work performed
under the Supplier
Management task code includes, without limitation, the
following:
• Crafted and implemented a comprehensive vendor management plan to
manage key relationships prior to and during the Chapter 11
Cases.
• Assisted the Debtors’ management and procurement organization in
coordinating and prioritizing critical supplier issues.
• Coordinated with counsel and assisted Debtors’ management to
refine vendor negotiation strategies.
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Task Code – Treasury Fees: $758,662.00; Hours: 1,068.1
33. During the First Interim Compensation Period, McKinsey RTS
assisted the
Debtors in matters related to treasury activities and cash
management. Work performed
under the Treasury task code includes, without limitation, the
following:
• Assisted the Debtors’ treasury group to prepare a variety of
reporting as required by the Court, the debtor-in-possession credit
agreement, and other stakeholders.
• Provided support for the continual review of bank account status
and activity.
• Created geographic cash analysis to identify need for transfers
between regions and between Debtor and non-Debtor entities.
• Assisted the Debtors’ treasury group to validate intercompany
transfers between Debtors and non-Debtors.
• Prepared detailed analysis for certain payables due to affiliated
parties as directed by the Debtors’ management.
Task Code – Value Creation Plan Fees: $83,565.00; Hours:
128.0
34. The work performed by McKinsey RTS during the First Interim
Compensation
Period involving the Value Creation Plan task code is set forth and
summarized in the
Business Plan task code category above.6
Task Code – Case Strategy Fees: $1,284,506.50; Hours: 1,901.2
35. During the First Interim Compensation Period, McKinsey RTS
assisted the
Debtors in general case strategy, project management, and
administrative tasks directly
supporting the preparation of projections and stakeholder
negotiations. Work performed
under the Case Strategy task code includes, without limitation, the
following:
6 The Value Creation Plan task code category was subsequently
renamed “Business Plan” and accordingly,
work completed thereunder has been described in the Business Plan
task code summary herein.
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• Coordinated meetings with internal staff, the Debtors’ staff,
and/or other stakeholders.
• Created work plans and work papers to document data sources and
analyses.
• Performed other administrative duties directly supporting the
engagement and the Debtors’ restructuring activities.
• Advised Debtors’ management team and board of directors on
restructuring options and strategic considerations.
• Provided transition support for new executive management
personnel retained post- petition and their working teams.
Task Code – Plan of Reorganization Fees: $1,987.50; Hours:
2.5
36. During the First Interim Compensation Period, McKinsey RTS
assisted the
Debtors in the development of a plan of reorganization. Work
performed under the Plan of
Reorganization task code includes, without limitation, the
following:
• Conducted analysis and provided advice and assistance to the
Debtors and Debtors’ counsel in developing reorganization
strategies and scenarios.
• Assisted in researching, analyzing, and presenting information
requested by various stakeholders in connection with assumptions
that would underlie a potential plan of reorganization.
Task Code –Non-Working Travel (Billable Travel) Fees: $797,342.50;
Hours: 1,314.3
37. Non-working travel time reflects time spent by McKinsey RTS
professionals
traveling on behalf of the Debtors during which no billable work is
performed. Non-working
travel is billed at fifty percent (50%).
Reasonable and Necessary Services Provided by McKinsey RTS
38. The professional services performed by McKinsey RTS during the
First Interim
Compensation Period were necessary and appropriate to the
administration of the Chapter 11
Cases. Additionally, McKinsey RTS’s services were performed
expeditiously and efficiently,
and were in the best interests of the Debtors, their estates and
other parties in interest. The
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requested compensation is commensurate with the complexity,
importance and time-sensitive
nature of the problems, issues and tasks involved in these
cases.
39. In order to provide the Debtors with the level of service
required for a bankruptcy
case of this size and complexity, and to provide the level of skill
and expertise required for the
sophisticated issues presented in these cases, McKinsey RTS draws
on the experience of
consultants and experts with a wide degree of tenure and across
multiple geographic locations.
McKinsey RTS brings to these cases unparalleled industry experience
and deep restructuring
expertise that inures to the benefit of the Debtors and all parties
in interest.
40. The professional services performed by McKinsey RTS on behalf
of the Debtors
during the First Interim Compensation Period required an aggregate
expenditure of 14,784.1
recorded hours by McKinsey RTS’s Practice Leaders, Senior Vice
Presidents, Vice Presidents,
Senior Associates, Associates and Analysts. Of the aggregate time
expended, 5,948.9 recorded
hours were expended by Practice Leaders, Senior Vice Presidents and
Vice Presidents, and
8,835.2 recorded hours were expended by Senior Associates,
Associates and Analysts.
41. During the First Interim Compensation Period, McKinsey RTS
billed the Debtors
for time expended by professionals based (i) on hourly rates
ranging from $295.00 to $1,075.00
per hour; and (ii) a blended hourly billing rate of $581.83 (based
on 14,784.1 recorded hours).
As stated above, annexed hereto as Exhibit C is a list of each
McKinsey RTS professional who
performed services for the Debtors during the First Interim
Compensation Period, such
individual’s hourly billing rate and the aggregate number of hours
billed by such individual.
Actual and Necessary Expenses of McKinsey RTS
42. As detailed in Exhibit D attached hereto, McKinsey RTS seeks
reimbursement in
the amount of $737,676.57, representing actual and necessary
expenses incurred during the First
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Interim Compensation Period.7 This sum includes, among other
things, travel and team meeting
meals, discount-rate lodging, rental cars and ground
transportation. All expenses are charged at
the actual costs of these services without markup.
43. McKinsey RTS has made every effort to minimize its
disbursements in these
cases. The actual expenses incurred in providing professional
services were necessary,
reasonable and justified under the circumstances to serve the needs
of the Debtors, their estates
and all parties in interest.
The Requested Compensation Should Be Allowed
44. Bankruptcy Code section 331 provides for interim and final
compensation of
professionals and incorporates the substantive standards of
Bankruptcy Code section 330 to
govern this Court’s award of such compensation. 11 U.S.C. § 331.
Bankruptcy Code section
330 provides that a court may award a professional employed under
Bankruptcy Code section
327 “reasonable compensation for actual, necessary services
rendered . . . and reimbursement for
actual, necessary expenses.” 11 U.S.C. § 330(a)(l)(A)-(B).
Bankruptcy Code section 330 also
sets forth the criteria for awarding compensation and
reimbursement:
In determining the amount of reasonable compensation to be awarded
. . . the court shall consider the nature, the extent, and the
value of such services, taking into account all relevant factors,
including –
(A) the time spent on such services; (B) the rates charged for such
services; (C) whether the services were necessary to the
administration of, or beneficial at the time at which the service
was rendered toward the completion of, a case under this
title;
7 As noted herein, McKinsey RTS reserves its right to request in a
future application for allowance
reimbursement of any airfare or other expenses incurred on behalf
of the Debtors during the First Interim Compensation Period not
previously invoiced herein.
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reasonable amount of time commensurate with the complexity,
importance, and nature of the problem, issue, or task
addressed;
(E) with respect to a professional person, whether
the person is board certified or otherwise has demonstrated skill
and experience in the bankruptcy field; and
(F) whether the compensation is reasonable based
on the customary compensation charged by comparably skilled
practitioners in cases other than cases under this title.
45. McKinsey RTS respectfully submits that the professional
services rendered and
expenses incurred during the First Interim Compensation Period were
necessary for and
beneficial to the Debtors’ orderly administration of their estates
and restructuring efforts.
McKinsey RTS worked diligently to anticipate and respond to the
Debtors’ needs and assisted in
the Debtors’ navigation of the chapter 11 process. Such services
and expenditures were
necessary for and in the best interests of the Debtors’ estates and
all parties in interest.
McKinsey RTS further submits that allowance of the fees and
expenses requested herein is
reasonable in light of the nature, extent and value of its services
to the Debtors, their estates and
all parties in interest.
46. During the First Interim Compensation Period, the professional
services provided
by McKinsey RTS were performed with speed and efficiency. Whenever
possible, and
particularly for the more routine aspects of the cases, McKinsey
RTS minimized the costs of its
services to the Debtors by utilizing lower cost professionals.
Additionally, to avoid duplication
and minimize the costs of intra-McKinsey RTS communication and
education about the Debtors’
circumstances, a core group of the same McKinsey RTS professionals
was utilized, where
practicable, for a substantial amount of the work completed in
these cases.
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47. Consequently, the services rendered by McKinsey RTS were (i)
necessary and
beneficial to the Debtors’ estates and (ii) consistently performed
in a timely manner
commensurate with the complexity, importance and nature of the
issues involved. Therefore,
approval of the compensation for professional services and
reimbursement of expenses sought
herein is warranted.
Reservation
48. To the extent any services rendered or expenses incurred during
the First Interim
Compensation Period were not processed prior to the preparation of
this Application, or if for
any other reason McKinsey RTS failed herein to seek allowance of
compensation of such fees or
reimbursement of such expenses, McKinsey RTS reserves the right in
future applications to
request allowance of such fees and/or expenses.
Notice
49. In accordance with the Interim Compensation Order, notice of
the Application has
been served upon the following parties (collectively, as further
defined in the Interim
Compensation Order, the "Notice Parties"): (i) counsel to the
Debtors, Skadden, Arps, Slate,
Meagher & Flom LLP, Four Times Square, New York, NY 10026,
Attn: Jay M. Goffman and J.
Eric Ivester; (ii) counsel to the Tranche B Lenders (as defined in
the debtor-in-possession credit
agreement) and the steering committee of the second lien creditors,
Akin Gump Strauss Hauer &
Feld LLP, One Bryant Park, New York, NY 10026, Attn: Arik Preis and
Kristine Manoukian;
(iii) counsel to the DIP Agent and DIP Arrangers (each as defined
in the Interim DIP Order),
White & Case LLP, 1155 Avenue of the Americas, New York, NY
10026, Attn: Scott Greissman
and Elizabeth Feld; (iv) the office of the United States Trustee,
U.S. Federal Office Building,
201 Varick Street, Suite 1006, New York, New York 10014, Attn: Paul
Schwartzberg, Esq.
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(paul.schwartzberg@usdoj.gov); (v) counsel to the Creditors’
Committee, Weil, Gotshal &
Manges LLP, 767 Fifth Avenue, New York, NY 10153, Attn: Matthew S.
Barr and Ronit
Berkovich; and (vi) the Debtors, via electronic mail to their
counsel, at
james.mazza@skadden.com and Louis.chiappetta@skadden.com.
50. No previous request for the relief sought herein has been made
by the Debtors to
this or any other court.
Conclusion
WHEREFORE, McKinsey RTS respectfully requests that this Court enter
an order: (i)
allowing interim compensation for professional services rendered by
McKinsey RTS during the
First Interim Compensation Period in the amount of $8,601,789.50
and reimbursement of actual
and necessary expenses incurred by McKinsey RTS during the First
Interim Compensation
Period in the amount of $737,676.57, for a total of $9,339,466.07;
(ii) directing payment by the
Debtors of all outstanding amounts allowed but not yet paid by the
Debtors pursuant to the
Interim Compensation Order, including the Interim Holdback in the
aggregate amount of
$1,720,357.90 and the August Fee Statement in the amount of
$893,927.27 and (iii) granting
McKinsey RTS such other and further relief as is just and
proper.
Dated: October 17, 2016 Respectfully submitted, New York, New
York
/s/ Mark W. Hojnacki Mark W. Hojnacki, Practice Leader, on behalf
of MCKINSEY RECOVERY& TRANSFORMATION SERVICES U.S., LLC 55 EAST
52ND STREET NEW YORK, NY 10055
Restructuring Advisor for the Debtors and Debtors in
Possession
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16-10992-smb Doc 1421-1 Filed 10/17/16 Entered 10/17/16 22:13:50
Exhibit A: Certification Pg 1 of 5
MCKINSEY RECOVERY& TRANSFORMATION SERVICES U.S., LLC 55 East
52nd Street New York, NY 10055
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------------- In
re: SUNEDISON, INC., et al.,1
Debtors.
CERTIFICATION UNDER GUIDELINES FOR FEES AND DISBURSEMENTS FOR
PROFESSIONALS IN RESPECT OF APPLICATION OF MCKINSEY RECOVERY &
TRANSFORMATION SERVICES U.S., LLC FOR FIRST INTERIM
COMPENSATION
AND REIMBURSEMENT OF EXPENSES
I, Mark W. Hojnacki, hereby certify that:
1 The Debtors in these chapter 11 cases, along with the last four
digits of each Debtor’s tax identification number are as follows:
SunEdison, Inc. (5767); SunEdison DG, LLC (N/A); SUNE Wind
Holdings, Inc. (2144); SUNE Hawaii Solar Holdings, LLC (0994);
First Wind Solar Portfolio, LLC (5014); First Wind California
Holdings, LLC (7697); SunEdison Holdings Corporation (8669);
SunEdison Utility Holdings, Inc. (6443); SunEdison International,
Inc. (4551); SUNE ML 1, LLC (3132); MEMC Pasadena, Inc. (5238);
Solaicx (1969); SunEdison Contracting, LLC (3819); NVT, LLC (5370);
NVT Licenses, LLC (5445); Team-Solar, Inc. (7782); SunEdison
Canada, LLC (6287); Enflex Corporation (5515); Fotowatio Renewable
Ventures, Inc. (1788); Silver Ridge Power Holdings, LLC (5886);
SunEdison International, LLC (1567); Sun Edison LLC (1450);
SunEdison Products Singapore Pte. Ltd. (7373); SunEdison
Residential Services, LLC (5787); PVT Solar, Inc. (3308); SEV
Merger Sub Inc. (N/A); Sunflower Renewable Holdings 1, LLC (6273);
Blue Sky West Capital, LLC (7962); First Wind Oakfield Portfolio,
LLC (3711); First Wind Panhandle Holdings III, LLC (4238); DSP
Renewables, LLC (5513); Hancock Renewables Holdings, LLC (N/A);
EverStream HoldCo Fund I, LLC (9564); Buckthorn Renewables
Holdings, LLC (7616); Greenmountain Wind Holdings, LLC (N/A);
Rattlesnake Flat Holdings, LLC (N/A); Somerset Wind Holdings, LLC
(N/A); SunE Waiawa Holdings, LLC (9757); SunE MN Development, LLC
(8669); SunE MN Development Holdings, LLC (5388); and SunE
Minnesota Holdings, LLC (8926). The address of the Debtors’
corporate headquarters is 13736 Riverport Dr., Maryland Heights,
Missouri 63043.
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Exhibit A: Certification Pg 2 of 5
2
1. I am a Practice Leader with the applicant firm, McKinsey
Recovery &
Transformation Services U.S., LLC (“McKinsey RTS”). I am
responsible for McKinsey RTS’s
compliance with the United States Trustee Guidelines for Reviewing
Applications for
Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. §
330 issued by the
Executive Office for the United States Trustee (the “UST
Guidelines”), the United States
Bankruptcy Court of the Southern District of New York’s General
Order M-447 dated January
29, 2013 by Chief Judge Cecelia G. Morris setting forth Amended
Guidelines for Fees and
Disbursements for Professionals in Southern District of New York
Bankruptcy Cases, effective
February 5, 2013 (the “Local Guidelines” and together with the UST
Guidelines, the “Fee
Guidelines”) in connection with McKinsey RTS’s representation of
SunEdison, Inc. and certain
of its affiliates, the debtors and debtors in possession in the
above-captioned cases (collectively,
the “Debtors”).
2. I submit this certification with respect to the chapter 11 cases
in compliance with
the Fee Guidelines and this Court’s Order Granting Debtors’ Motion
for Order Pursuant to
Bankruptcy Code Sections 105(a) and 331, Bankruptcy Rule 2016, and
Local Bankruptcy Rule
2016-1 Establishing Procedures for Interim Compensation and
Reimbursement of Expenses of
Professionals, dated May 12, 2016 (the “Interim Compensation
Order”) [Docket No. 258].
3. This certification is made in respect of McKinsey RTS’s first
interim fee
application, dated October 17, 2016 (the “Application”),2 seeking
an order: (i) awarding an
interim payment of compensation for professional services rendered
by McKinsey RTS during
the First Interim Compensation Period in the aggregate amount of
$9,339,466.07, representing
100% of professional fees incurred in the amount of $8,601,789.50
and 100% of actual and
2 Capitalized terms used but not herein defined shall have the
meaning ascribed to such terms in the Application.
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Exhibit A: Certification Pg 3 of 5
3
necessary expenses incurred in the amount of $737,676.57; and (ii)
directing payment by the
Debtors of any and all outstanding amounts allowed, but not yet
paid by the Debtors pursuant to
the Interim Compensation Order, including the Interim Holdback in
the amount of $1,720,357.90
and August Fee Statement in the amount of $893,927.27; and (iii)
granting McKinsey RTS such
other and further relief as is just and proper.
4. In accordance with section B(1) of the Local Guidelines, I
certify that:
(a) I have read the Application;
(b) Upon information and belief formed after reasonable inquiry
(including consultation with counsel and professionals working
under my direction), the fees and disbursements sought in the
Application fall within the Local Guidelines and the UST
Guidelines;
(c) The fees and disbursements sought in the Application are
consistent with McKinsey RTS's customary billing levels for
comparably sized and complex cases and generally accepted by
McKinsey RTS’s clients; and
(d) In providing a reimbursable service, McKinsey RTS does not make
a profit on that service, whether the service is performed by
McKinsey RTS in-house or through a third party.
5. With respect to section B(2) of the Local Guidelines, as set
forth in the
Application, McKinsey RTS filed with this Court and served upon the
Debtors, the Creditors’
Committee and the U.S. Trustee McKinsey RTS’s Fee Statements, which
contain, in connection
with the Debtors’ chapter 11 cases: (i) a list of professionals and
paraprofessionals providing
services to the Debtors; (ii) their respective billing rates; (iii)
the aggregate hours spent by each
professional and paraprofessional; (iv) a general description of
services rendered; (v) a
reasonably detailed breakdown of the disbursements incurred; (vi)
an explanation of McKinsey
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4
RTS’s billing practices; and (vii) copies of McKinsey RTS’s
computerized time records detailing
the services rendered and expenses incurred.
6. With respect to paragraph (b)(1) of the UST Guidelines, the
Debtors have
reviewed and approved the Fee Statements filed with this Court,
which serve as the basis for this
Application. We can confirm that Philip Gund has reviewed, edited
and commented on the Fee
Statements for the various compensation periods and approved those
requested amounts. The
amounts approved by Mr. Gund in turn formed the basis for the
Application.
7. Pursuant to paragraph B(3) of this Court's General Order M-447,
I certify that the
Debtors, counsel for the Creditors’ Committee and the U.S. Trustee
are each being provided, at
least 14 days before the date set by the Court or any applicable
rules for filing fee applications, a
copy of the Application.
Dated: October 17, 2016 Respectfully submitted, New York, New
York
/s/ Mark W. Hojnacki Mark W Hojnacki, Practice Leader
16-10992-smb Doc 1421-1 Filed 10/17/16 Entered 10/17/16 22:13:50
Exhibit A: Certification Pg 5 of 5
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------------- In
re: SUNEDISON, INC., et al.,
Debtors.1
ORDER APPROVING THE DEBTORS’
APPLICATION FOR ORDER PURSUANT TO SECTIONS 327(a), 328, 330, 331
AND 1107(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014(a)
AND
2016(b) AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1 AUTHORIZING
EMPLOYMENT AND RETENTION OF MCKINSEY RECOVERY & TRANSFORMATION
SERVICES U.S., LLC AS RESTRUCTURING ADVISOR FOR
THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE
Upon the Application (the “Application”)2 of the Debtors for an
Order,
pursuant to sections 327(a), 328, 330, 331 and 1107(b) of the
Bankruptcy Code, Bankruptcy
Rules 2014(a) and 2016(b) and Local Bankruptcy Rules 2014-1 and
2016-1, authorizing the
retention and employment of McKinsey Recovery & Transformation
Services U.S., LLC
(“McKinsey RTS US”) as restructuring advisor for the Debtors nunc
pro tunc to the Petition
1 The Debtors in these chapter 11 cases, along with the last four
digits of each Debtor’s tax identification number
are as follows: SunEdison, Inc. (5767); SunEdison DG, LLC (N/A);
SUNE Wind Holdings, Inc. (2144); SUNE Hawaii Solar Holdings, LLC
(0994); First Wind Solar Portfolio, LLC (5014); First Wind
California Holdings, LLC (7697); SunEdison Holdings Corporation
(8669); SunEdison Utility Holdings, Inc. (6443); SunEdison
International, Inc. (4551); SUNE ML 1, LLC (3132); MEMC Pasadena,
Inc. (5238); Solaicx (1969); SunEdison Contracting, LLC (3819);
NVT, LLC (5370); NVT Licenses, LLC (5445); Team-Solar, Inc. (7782);
SunEdison Canada, LLC (6287); Enflex Corporation (5515); Fotowatio
Renewable Ventures, Inc. (1788); Silver Ridge Power Holdings, LLC
(5886); SunEdison International, LLC (1567); Sun Edison LLC (1450);
SunEdison Products Singapore Pte. Ltd. (7373); SunEdison
Residential Services, LLC (5787); PVT Solar, Inc. (3308); SEV
Merger Sub Inc. (N/A); Sunflower Renewable Holdings 1, LLC (6273);
Blue Sky West Capital, LLC (7962); First Wind Oakfield Portfolio,
LLC (3711); First Wind Panhandle Holdings III, LLC (4238); DSP
Renewables, LLC (5513); Hancock Renewables Holdings, LLC (N/A). The
address of the Debtors’ corporate headquarters is 13736 Riverport
Dr., Maryland Heights, Missouri 63043.
2 Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Application.
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Date; and upon the First Day Declaration and the Amended
Declaration of Mark W. Hojnacki in
Support of the Debtors’ Application for Order Authorizing the
Employment and Retention of
McKinsey RTS US as Restructuring Advisor Nunc Pro Tunc to the
Petition Date (the “Amended
Hojnacki Declaration”) [Docket No. 484] and the Supplement to the
Amended Hojnacki
Declaration (the “Supplement”) [Docket No. 586]; and the Court
having reviewed the
Application, the First Day Declaration, the Amended Hojnacki
Declaration, the Supplement, and
the terms set forth in the Engagement Letter attached to the
Application as Exhibit C; and the
Court being satisfied with the representations made in the
Application and the Amended
Hojnacki Declaration that (a) McKinsey RTS is a “disinterested
person” as such term is defined
under section 101(14) of the Bankruptcy Code and (b) the retention
of McKinsey RTS US by the
Debtors is in the best interests of the Debtors, their estates,
their creditors, and other parties in
interest; and it appearing that the Court has jurisdiction over
this matter pursuant to 28 U.S.C. §§
157 and 1334; and it further appearing that this matter is a core
proceeding pursuant to 28 U.S.C.
§ 157(b); and due and sufficient notice of the Application having
been given under the particular
circumstances; and it appearing that no other or further notice
need be provided; and upon the
record herein; and after due deliberation thereon, and sufficient
cause appearing therefor, it is
hereby
ORDERED, ADJUDGED, AND DECREED that:
1. The Application is GRANTED solely to the extent set forth
herein.
2. Pursuant to sections 327(a), 328, 330, 331 and 1107(b) of the
Bankruptcy
Code, Bankruptcy Rules 2014(a) and 2016(b) and Local Bankruptcy
Rules 2014-1 and 2016-1,
the Debtors are authorized to employ and retain McKinsey RTS US as
restructuring advisor to
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the Debtors, nunc pro tunc to the Petition Date on the terms set
forth in the Engagement Letter,
subject to the terms of this Order.
3. The Debtors believe that the services to be rendered by McKinsey
RTS
will not be duplicative of the services rendered by any other
professionals in these Chapter 11
Cases. The Debtors and McKinsey RTS will use reasonable efforts to
avoid the duplication of
services being rendered by McKinsey RTS and other professionals in
these Chapter 11 Cases;
specifically, the Debtors and McKinsey RTS will use reasonable
efforts to avoid unnecessary
overlap or duplication of services being rendered by McKinsey RTS
and
PricewaterhouseCoopers in these Chapter 11 Cases.
4. The Engagement Letter is approved nunc pro tunc to the Petition
Date.
5. The terms of the Engagement Letter, including, without
limitation, the
compensation provisions and the indemnification provisions, are
reasonable terms and conditions
of employment, as required under Bankruptcy Code Section 328(a),
and are hereby approved.
6. McKinsey RTS shall be compensated in accordance with, and will
file,
interim and final fee applications for the allowance of
compensation for services rendered and
reimbursement of expenses incurred in accordance with sections 330
and 331 of the Bankruptcy
Code, the Bankruptcy Rules, the Local Bankruptcy Rules, any orders
of this Court, and any
procedures as may be fixed by order of this Court.
7. The United States Trustee retains all rights to object to
McKinsey RTS’s
interim and final fee applications on all grounds including, but
not limited to, the reasonableness
standard provided for in section 330 of the Bankruptcy Code.
8. All of McKinsey RTS’s personnel who provide services to or on
behalf of
the Debtors, with the exception of clerical staff, shall keep
reasonably detailed time records of
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the services they have performed in one-tenth hour increments and
will submit, with any interim
or final fee application, together with the time records, a
narrative summary, by project category,
of services rendered and will identify each professional rendering
services, the category of
services rendered, and the amount of compensation requested.
9. McKinsey RTS shall be reimbursed only for reasonable and
necessary
expenses, including, but not limited to travel, consultants, case
administrators, lodging, postage,
and communications charges in accordance with the terms of the
Engagement Letter. McKinsey
RTS shall maintain detailed documentation of its professionals’
actual and necessary costs and
expenses in accordance with the RTS Reimbursement Policy as
described in the Application.
10. Prior to applying any increases in its hourly rates beyond the
rates set forth
in the Application and the Amended Hojnacki Declaration, McKinsey
RTS shall provide ten
days’ notice of any such increases to the Debtors, the United
States Trustee, any official
committee appointed in these Chapter 11 Cases, counsel to the
Tranche B Lenders (as defined in
the debtor-in-possession credit agreement) and the steering
committee of the second lien
creditors, and counsel to the administrative agent under the
debtor-in-possession financing
facility. The United States Trustee retains all rights to object to
any such rate increase, and the
Court retains the right to review any rate increase.
11. McKinsey RTS is authorized to apply the Retainer to the payment
of the
Prepetition Balance. McKinsey RTS shall apply any remaining amounts
of its prepetition
Retainer as a credit toward postpetition fees and expenses, after
such postpetition fees and
expenses are approved in accordance with any other applicable
procedures and orders of the
Court awarding fees and expenses to McKinsey RTS.
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12. The indemnification, contribution and reimbursement provisions
in the
Engagement Letter are approved in their entirety; provided
however:
All requests by Indemnified Parties for the payment of
indemnification as set forth in the Engagement Letter shall be made
by means of an application to the Court and shall be subject to
review by the Court to ensure that payment of such indemnity
conforms to the terms of the Engagement Letter and is reasonable
under the circumstances of the litigation or settlement in respect
of which indemnity is sought; provided, however, that in no event
shall any Indemnified Party be indemnified in the case of its own
bad faith, self-dealing, breach of fiduciary duty (if any), gross
negligence or willful misconduct.
In no event shall Indemnified Parties be indemnified if the Debtors
or a
representative of the estate, assert a claim for, and a court
determines by final order that such claim arose out of, McKinsey
RTS’s own bad faith, self-dealing, breach of fiduciary duty (if
any) as a result of gross negligence or willful misconduct.
In the event an Indemnified Party seeks reimbursement from the
Debtors
for attorneys’ fees and expenses in connection with the payment of
an indemnity claim pursuant to the Engagement Letter, the invoices
and supporting time records from such attorneys shall be included
in McKinsey RTS’s own applications, both interim and final, and
such invoices and time records shall be subject to the Local
Bankruptcy Rules, any fee and expense guidelines of this Court, and
such other procedures as may be fixed by order of the Court, and
the approval of the Bankruptcy Court pursuant to sections 330 and
331 of the Bankruptcy Code without regard to whether such attorneys
have been retained under section 327 of the Bankruptcy Code and
without regard to whether such attorneys’ services satisfy section
330(a)(3)(C) of the Bankruptcy Code.
13. Notwithstanding anything to the contrary in the Engagement
Letter or the
Indemnification Provisions, (i) in the event that McKinsey RTS is
not entitled to indemnification
pursuant to the Indemnification Provisions on account of its gross
negligence, willful misconduct
or fraud (whether under the Indemnification Provisions or this
Order), it shall also not be entitled
to any claim or right of contribution, limitation of liability or
exoneration from the Debtors, and
(ii) the Court will have jurisdiction over fee applications and
matters relating to the Engagement
Letter. Nothing herein shall be deemed to resolve or otherwise
affect the payment allocation
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issues, as described in the Supplement, involving McKinsey U.S. and
the Non-Debtor Project
Affiliates (both as defined in the Supplement).
14. The relief granted herein shall be binding upon any chapter 11
trustee
appointed in the Chapter 11 Cases, or upon any chapter 7 trustee
appointed in the event of a
subsequent conversion of the Chapter 11 Cases to cases under
chapter 7.
15. To the extent there is inconsistency between the terms of the
Engagement
Letter, the Application, and this Order, the terms of this Order
shall govern.
16. Notwithstanding any stay that might be imposed by Bankruptcy
Rule
6004(h) or otherwise, this Order shall be effective and enforceable
immediately upon entry
hereof.
17. The requirements set forth in Local Bankruptcy Rule 9013-1(b)
are
satisfied by the contents of the Application.
18. The Debtors are authorized and empowered to take all actions
necessary to
implement the relief granted in this Order.
19. This Court shall retain jurisdiction to hear and determine all
matters
arising from or related to this Order.
Dated: June 23rd, 2016 New York, New York
/s/ STUART M. BERNSTEIN____ HONORABLE STUART M. BERNSTEIN
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Confidential
Client: SunEdison, Inc. Court: United States Bankruptcy Court /
SDNY Description: Compensation by Professional Person Period: April
21, 2016 to August 31, 2016 Case No: 16-10992
Name Description Hours Billed Hourly Rate (USD) Total Billed (USD)
Aaron Perrine Senior Vice President 532.4 $795 $423,258.00 Alex
Pustov Senior Associate 124.0 $500 $62,000.00 Allison Wisniewski
Analyst 585.5 $350 $204,925.00 Alvina Jiao Analyst 87.7 $295
$25,871.50 Andrea Hsu Associate 126.1 $475 $59,897.50 Andreas
Schlosser Senior Vice President 44.6 $795 $35,457.00 Ben Sumers
Associate 727.0 $475 $345,301.25 Bradley Sostack Associate 314.3
$475 $149,292.50 Brent Packer Analyst 58.3 $350 $20,405.00 Bruno
Silva Associate 44.0 $475 $20,900.00 Carter Powis Associate 369.8
$350 $129,430.00 Clifford Chen Senior Vice President 1,076.4 $795
$855,738.00 Dickon Pinner Practice Leader 111.1 $1,075 $119,432.50
Dylan Rebois Vice President 869.0 $655 $569,195.00 Eelco de Jong
Senior Vice President 38.3 $795 $30,448.50 Eli Giovanetti Associate
716.7 $400 $286,680.00 Ian Schillinger Senior Vice President 176.2
$795 $140,079.00 Jason Finkelstein Associate 606.0 $475 $287,826.25
Jason Wright Vice President 35.9 $655 $23,514.50 Jess Jones
Associate 218.0 $475 $103,550.00 João Lopes Sousa Vice President
92.0 $655 $60,260.00 Jordan Flowers Senior Associate 287.3 $565
$162,324.50 Kevin Caldwell Senior Associate 639.5 $565 $361,317.50
Kevin Carmody Practice Leader 61.1 $995 $60,794.50 Layth Ashoo Vice
President 5.8 $655 $3,799.00 Mark Hojnacki Practice Leader 736.1
$995 $732,419.50 Matt Parsons Practice Leader 25.5 $995 $25,372.50
Max Jacob Analyst 78.6 $350 $27,510.00 Naeem Husain Associate 411.0
$400 $164,400.00 Nicholas Wellkamp Associate 164.2 $475 $77,995.00
Owen W Gallogly Associate 296.1 $475 $140,647.50 Paavan Gami
Analyst 379.7 $295 $112,011.50 Patrick Madden Associate 57.6 $400
$23,040.00 Pinja Puustjarvi Associate 119.1 $475 $56,572.50 Rajiv
Gihwala Senior Associate 179.1 $500 $89,550.00 Rob Montgomery
Senior Vice President 253.7 $795 $201,691.50 Robert Sternfels
Practice Leader 19.8 $1,075 $21,285.00 Roland Yang Analyst 116.3
$350 $40,705.00 Samuel C Gibbs IV Vice President 729.7 $655
$477,953.50 Sarah Brody Associate 712.2 $400 $284,880.00 Scott Mell
Senior Vice President 538.8 $795 $428,346.00 Stephanie Liu Analyst
128.8 $295 $37,996.00 Steve Grossman Senior Associate 628.0 $565
$354,820.00 Tom Spahn Senior Associate 578.3 $565 $326,739.50
Travis Dziubla Associate 82.1 $400 $32,840.00 William B. Jones Jr
Senior Vice President 62.0 $795 $49,290.00 Zachary Silverman Vice
President 540.5 $655 $354,027.50
Grand Total 14,784.1 $581.83 $8,601,789.50
Compensation by Professional Person (April 21, 2016 through August
31, 2016)
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Exhibit C: Time by Person Pg 1 of 1
Confidential
Client: SunEdison, Inc. Court: United States Bankruptcy Court /
SDNY Description: Expense Summary Period: April 21, 2016 to August
31, 2016 Case No: 16-10992
Total Expenses (USD) Air Travel 279,855.63$ Case Administrator
67,650.00$ Hotel 259,602.74$ Meals 40,053.63$ Parking / Toll /
Other Travel 6,543.47$ Rail / Subway 2,239.09$ Rental Car 8,721.36$
Taxi / Car Services 73,010.64$ Telecom -$ Grand Total 737,676.57$
*
* This amount reflects the Expense Adjustment ($8,711.90) and
Expense Credit ($8,804.14), each as described in the
Application.
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Exhibit D: Expense Summary Pg 1 of 1
Confidential
Client: SunEdison, Inc. Court: United States Bankruptcy Court /
SDNY Description: Compensation by Project Category Period: April
21, 2016 to August 31, 2016 Case No: 16-10992
Time Category Hours Billed Total Billed (USD) 001 - Billable Travel
1,314.3 797,342.50 002 - Non Billable Travel - - 003 - Business
Plan 3,880.3 2,190,414.75 004 - Cash Flow Forecast 1,483.6
737,619.00 005 - Stakeholder Management 401.5 287,759.00 006 - Due
Diligence Support 2,104.5 1,195,410.50 007 - Market Outlook 104.6
41,042.00 008 - Planning & Operations 1,576.2 807,775.50 009 -
Supplier Management 819.4 415,705.25 010 - Treasury 1,068.1
758,662.00 011 - Value Creation Plan 128.0 83,565.00 012 - Case
Strategy 1,901.2 1,284,506.50 013 - Plan of Reorganization 2.5
1,987.50 Total 14,784.1 8,601,789.50
Notes: 1 Total billed amount and hourly rate in "001-Billable
(non-working) Travel" category reflect 50% discount.
Total Time Summary by Project Category (April 21, 2016 through
August 31, 2016)
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Exhibit E: Time by Task Code Pg 1 of 1
Client: SunEdison, Inc.
Description: Summary of Time Entries by Person
Period: April 21, 2016 to August 31, 2016
Case No: 16-10992
Date Name Hours Time Entry Category Time Entry Description Billed
Amount
4/21/2016 Aaron Perrine 0.8 001 - Billable Travel Traveled from NYC
to PHL (50% of billable travel) $ 636.00
4/21/2016 Aaron Perrine 3.0 003 - Business Plan Discussion with
potential investor $ 2,385.00
4/21/2016 Aaron Perrine 1.0 006 - Due Diligence Support prepare
materials for potential investor $ 795.00
4/21/2016 Aaron Perrine 4.0 006 - Due Diligence Support Prepare
materials for creditor group $ 3,180.00
4/21/2016 Aaron Perrine 3.0 008 - Planning & Operations Attend
meeting with SunEdison FP&A team on DIP budget $ 2,385.00
4/21/2016 Aaron Perrine 1.0 008 - Planning & Operations Attend
team call regarding filing status $ 795.00
4/21/2016 Aaron Perrine 1.0 008 - Planning & Operations Call
with Dickon Pinner, Scott Mell, Imperium (Chad) on filing &
re-org status $ 795.00
4/21/2016 Aaron Perrine 0.3 008 - Planning & Operations Create
work plan for week of April 25 $ 238.50
4/21/2016 Aaron Perrine 1.5 008 - Planning & Operations prepare
for first day hearings $ 1,192.50
4/22/2016 Aaron Perrine 0.8 001 - Billable Travel Traveled from PHL
to NYC (50% of billable travel) $ 636.00
4/22/2016 Aaron Perrine 0.8 001 - Billable Travel Traveled from PHL
to NYC (50% of billable travel) $ 636.00
4/22/2016 Aaron Perrine 0.8 001 - Billable Travel Traveled from NYC
to PHL (50% of billable travel) $ 636.00
4/22/2016 Aaron Perrine 3.0 003 - Business Plan Begin business plan
analysis $ 2,385.00
4/22/2016 Aaron Perrine 0.5 008 - Planning & Operations
Check-in call with chad Gibbs, Dylan rebuys on business plan $
397.50
4/22/2016 Aaron Perrine 1.5 008 - Planning & Operations Work
planning for following week $ 1,192.50
4/22/2016 Aaron Perrine 2.5 012 - Case Strategy Attend first day
hearings $ 1,987.50
4/22/2016 Aaron Perrine 1.5 012 - Case Strategy Prepare for first
day testimony $ 1,192.50
4/23/2016 Aaron Perrine 3.0 003 - Business Plan Prepare business
plan presentation for lenders $ 2,385.00
4/23/2016 Aaron Perrine 1.5 003 - Business Plan Work on fixed cost
model and immediate reduction opportunities $ 1,192.50
4/23/2016 Aaron Perrine 0.5 008 - Planning & Operations Team
Check-in Call with Dickon Pinner, Mark Hijack $ 397.50
4/23/2016 Aaron Perrine 1.5 013 - Plan of Reorganization Prepare
wind down plan analyses for lenders $ 1,192.50
4/24/2016 Aaron Perrine 1.0 003 - Business Plan Discussion with Tim
Derrick (SunEdison) on US utility backlog and plan forward $
795.00
4/24/2016 Aaron Perrine 3.0 003 - Business Plan Prepare next
revision of business plan presentation $ 2,385.00
4/24/2016 Aaron Perrine 1.0 005 - Stakeholder Management Call with
leadership Team to Review presentation documents $ 795.00
4/24/2016 Aaron Perrine 0.5 006 - Due Diligence Support Discussion
with Brian Wuebbels on investor diligence process $ 397.50
4/24/2016 Aaron Perrine 0.5 006 - Due Diligence Support Discussion
with diligence Team on investor diligence process $ 397.50
4/24/2016 Aaron Perrine 0.5 008 - Planning & Operations
Discussion with Chad Gibbs on fixed cost reduction $ 397.50
4/24/2016 Aaron Perrine 0.5 008 - Planning & Operations talk
with matt Kearns on state of US Utility development group $
397.50
4/25/2016 Aaron Perrine 1.0 003 - Business Plan Discuss fixed cost
analysis plan with chad Gibbs & Steve Grossman $ 795.00
4/25/2016 Aaron Perrine 1.0 003 - Business Plan Participate in
Rothschild liquidation plan analysis Call $ 795.00
4/25/2016 Aaron Perrine 3.0 003 - Business Plan Prepare next
revision of business plan presentation $ 2,385.00
4/25/2016 Aaron Perrine 1.5 005 - Stakeholder Management Discussion
with advisor group on board meeting prep $ 1,192.50
4/25/2016 Aaron Perrine 0.5 006 - Due Diligence Support Call with
Mark Hojnacki, Scott Mell, Dickon Pinner on diligence Discussion $
397.50
4/25/2016 Aaron Perrine 1.0 006 - Due Diligence Support Participate
in daily diligence Discussion $ 795.00
4/25/2016 Aaron Perrine 1.0 008 - Planning & Operations
Check-in Call with chad Gibbs, Dylan rebuys on business plan $
795.00
4/25/2016 Aaron Perrine 1.0 008 - Planning & Operations
Participate in daily SunEdison war room Call $ 795.00
4/26/2016 Aaron Perrine 0.8 001 - Billable Travel Traveled from NYC
to PHL (50% of billable travel) $ 636.00
4/26/2016 Aaron Perrine 3.5 001 - Billable Travel Traveled from JFK
to SFO (50% of billable travel) $ 2,782.50
4/26/2016 Aaron Perrine 1.5 006 - Due Diligence Support Prepare
materials for 4/27 board meeting $ 1,192.50
4/26/2016 Aaron Perrine 3.0 006 - Due Diligence Support Prepare
materials for lender meeting $ 2,385.00
4/26/2016 Aaron Perrine 1.0 008 - Planning & Operations
Leadership Check-in Call with K Carmody, Mark Hojnacki, Scott Mell,
Dickon Pinner $ 795.00
4/26/2016 Aaron Perrine 2.5 012 - Case Strategy participate in
lender meeting $ 1,987.50
4/27/2016 Aaron Perrine 0.5 003 - Business Plan Review business
plan model $ 397.50
4/27/2016 Aaron Perrine 1.0 004 - Cash Flow Forecast Review cash
flow forecast model $ 795.00
4/27/2016 Aaron Perrine 8.0 005 - Stakeholder Management attend
SunEdison board meeting $ 6,360.00
4/27/2016 Aaron Perrine 1.0 008 - Planning & Operations
check-in with Chad Gibbs, Dylan Rebois, Steve Grossman on Work
streams $ 795.00
4/27/2016 Aaron Perrine 0.5 008 - Planning & Operations Team
check-out discussion $ 397.50
4/28/2016 Aaron Perrine 1.0 003 - Business Plan US Utility call --
Tim Derrick, Matt Kearns $ 795.00
4/28/2016 Aaron Perrine 1.0 006 - Due Diligence Support Call with J
Jones for potential investor diligence plan $ 795.00
4/28/2016 Aaron Perrine 1.0 006 - Due Diligence Support call with D
Pinner, M Hojnacki, K Carmody on diligence support $ 795.00
4/28/2016 Aaron Perrine 0.2 006 - Due Diligence Support Discuss
diligence plan with C Gibbs, D Rebois $ 159.00
4/28/2016 Aaron Perrine 1.0 006 - Due Diligence Support Review
diligence materials for potential investor $ 795.00
4/28/2016 Aaron Perrine 1.5 007 - Market Outlook Design global due
diligence plan $ 1,192.50
4/28/2016 Aaron Perrine 1.0 007 - Market Outlook Stand up EMEA
diligence Team -- organize team, conduct in-brief $ 795.00
4/28/2016 Aaron Perrine 1.0 007 - Market Outlook Stand up LatAm
diligence Team -- organize team, conduct in-brief $ 795.00
4/28/2016 Aaron Perrine 0.5 007 - Market Outlook Stand up South
Africa diligence Team -- organize team, conduct in-brief $
397.50
4/29/2016 Aaron Perrine 1.5 003 - Business Plan Business plan
materials Review and edit $ 1,192.50
4/29/2016 Aaron Perrine 0.5 003 - Business Plan Call with S
Grossman, C Gibbs, D Rebois on business plan timing and outputs $
397.50
4/29/2016 Aaron Perrine 1.0 005 - Stakeholder Management daily
company 'war room' call $ 795.00
4/29/2016 Aaron Perrine 0.5 006 - Due Diligence Support Call with
Capstone / R Zaidman on diligence support $ 397.50
4/29/2016 Aaron Perrine 0.5 006 - Due Diligence Support Internal
diligence support daily check-in call $ 397.50
4/29/2016 Aaron Perrine 0.5