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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
HEXION TOPCO LLC, et al.,1
Reorganized Debtors.
Chapter 11
Case No. 19-10684 (KG)
(Jointly Administered)
Hearing Date: September 23, 2019 at 11:00 a.m. (ET) Objections Due: September 5, 2019 at 4:00 p.m. (ET)
FINAL APPLICATION OF ALIXPARTNERS, LLP, FINANCIAL ADVISOR TO THE REORGANIZED DEBTORS FOR ALLOWANCE OF COMPENSATION FOR SERVICES
RENDERED AND FOR REIMBURSEMENT OF EXPENSES FOR THE PERIOD APRIL 1, 2019 THROUGH JULY 1, 2019
Name of Applicant: AlixPartners, LLP
Applicant’s Role in Case: Financial Advisor to the above-captioned Debtors
Date Order of Employment Signed: May 1, 2019, Nunc Pro Tunc to April 1, 2019, [Docket No. 283]
Summary of Total Fees and Expenses Requested During the Final Period:
Time period covered by this Final Fee Application:
Beginning of Period End of Period
April 1, 2019 July 1, 2019
Total fees requested in this Final Application:
$4,474,202.50
Total expenses requested in this Final Application:
$268,619.33
Total Amount of Final Compensation of Fees and Expenses:
$4,742,821.83
1 The Reorganized Debtors in these cases, along with the last four digits of each Reorganized Debtors’ federal tax identification number, are Hexion TopCo, LLC (f/k/a Hexion Holdings LLC) (6842) and Hexion Inc. (1250). The address of the Reorganized Debtors’ corporate headquarters is 180 East Broad Street, Columbus, Ohio 43215.
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Blended hourly rate for fees incurred during the Final Period:
$657.56
Summary of Prior Payments & Outstanding Amount Due AlixPartners’ During the Final Period:
Total allowed compensation paid to date: $2,776,684.80
Total allowed expenses paid to date: $204,694.18
Total Amount of Final Compensation of Fees and Expenses Due & Owing to AlixPartners:
$1,761,442.85
This is a(n): Monthly Application Interim Application X Final Application
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ALIXPARTNERS, LLP
SUMMARY OF FEE APPLICATIONS
Date Filed; Period Certificate of Amount
Docket No Covered Fees Expenses Fees Expenses No Objection Outstanding
5/22/2019 4/1/2019 - 6/13/2019
Docket #442 4/30/2019 Docket #717
6/27/2019 5/1/2019 - 7/19/2019
Docket #950 5/31/2019 Docket #1077
7/25/2019 6/1/2019 -
Docket #1092 7/1/2019
$4,474,202.50 $268,619.33 ($2,776,684.80) ($204,694.18) $1,761,442.85Total
$386,283.30
$1,539,439.50 $101,007.92 ($1,231,551.60) ($101,007.92) $307,887.90
$1,003,346.50 $63,925.15 $0.00 $0.00 $1,067,271.65
Requested Paid
$1,931,416.50 $103,686.26 ($1,545,133.20) ($103,686.26)
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ALIXPARTNERS, LLP
SUMMARY OF HOURS AND FEES BY PROFESSIONAL DURING THE FINAL PERIOD
APRIL 1, 2019 THROUGH JULY 1, 2019
Professional Title RateTotal Hours
During PeriodTotal Fees
During PeriodRandall S Eisenberg Managing Director $1,140 388.2 $442,548.00Barry Folse Managing Director $1,080 145.0 $156,600.00Stephen Spitzer Managing Director $1,015 458.7 $465,580.50Raymond J Adams Director $775 405.0 $313,875.00Josiah P Brand Director $830 536.3 $445,129.00Gabriel J Koch Director $830 86.3 $71,629.00John Creighton Director $775 502.7 $389,592.50James G McGlynn Director $775 499.1 $386,802.50Mark Sinjakli Director $775 68.8 $53,320.00Morris Alhale Senior Vice President $725 720.3 $522,217.50Clint T Neider Senior Vice President $615 551.4 $339,111.00Kaitlyn A Sundt Senior Vice President $490 5.1 $2,499.00Hsiang-Yun Chen Vice President $565 585.3 $330,694.50Wilmer Cerda Vice President $480 219.8 $105,504.00Julie A Doherty Vice President $480 535.1 $256,848.00Patrick H Fan Vice President $480 511.4 $245,472.00Daniel J Law Vice President $440 555.1 $244,244.00Tammy Brewer Vice President $430 11.2 $4,816.00Lisa Marie Bonito Associate $430 10.0 $4,300.00Marianne M London Associate $360 9.5 $3,420.00Total Professional Fees & Hours 6,804.3 $4,784,202.50Less Fee Accomodation (inclusive of 50% Travel Fees) ($310,000.00)Net Amount $4,474,202.50
Average Billing Rate $657.56
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ALIXPARTNERS, LLP
SUMMARY OF HOURS AND FEES BY MATTER CATEGORY DURING THE FINAL PERIOD
APRIL 1, 2019 THROUGH JULY 1, 2019
Code Matter Category
Total Hours During Period
Total Fees During Period
101 Case Management 58.2 $45,618.00102 Business Operations & Analysis 293.8 $260,619.00103 Court/UST Reporting & Tracking of First Day Motions 1213.1 $837,964.00104 Claims Administration 171.6 $113,955.00105 Plan and Disclosure Statement 810.3 $615,817.50106 Cash Management / Cash Collateral 863.1 $550,429.00107 Vendor Management 1647.6 $1,073,481.50108 Fee Application / Retention & Disclosure Reports 155.7 $106,455.50109 Vendor Call Center 181.8 $117,212.50110 Creditor Constituency Diligence & Meetings 143.3 $124,721.00111 Emergence Activity & Exit Financing 521.2 $412,624.00150 Travel 744.6 $525,305.50
Total Professional Fees & Hours 6,804.3 $4,784,202.50Less Fee Accomodation (inclusive of 50% Travel Fees) ($310,000.00)Total Fees $4,474,202.50
Average Billing Rate 657.56$
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ALIXPARTNERS, LLP
SUMMARY OF EXPENSES DURING THE FINAL PERIOD
APRIL 1, 2019 THROUGH JULY 1, 2019
Expense Category
Total Expenses During Period
Airfare 111,366.95$
Ground Transportation 30,046.02$
Phone/Internet 1,389.78$
Lodging 103,187.77$
Meals 22,628.81$
Total 268,619.33$
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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: HEXION TOPCO LLC, et al.,1 Reorganized Debtors.
Chapter 11 Case No. 19-10684 (KG) (Jointly Administered) Hearing Date: September 23, 2019 at 11:00 a.m. (ET) Objections Due: September 5, 2019 at 4:00 p.m. (ET)
FINAL APPLICATION OF ALIXPARTNERS, LLP, FINANCIAL ADVISOR TO THE REORGANIZED DEBTORS FOR ALLOWANCE OF COMPENSATION FOR SERVICES
RENDERED AND FOR REIMBURSEMENT OF EXPENSES FOR THE PERIOD APRIL 1, 2019 THROUGH JULY 1, 2019
AlixPartners, LLP (“AlixPartners”), as financial advisor to Hexion Topco LLC (fka Hexion
Holdings LLC) and its affiliates (the “Reorganized Debtors”), submits its final application (the
“Application”) for allowance of compensation for services rendered and for reimbursement of
expenses incurred for the period of April 1, 2019 through July 1, 2019 (the “Final Period”). In
support of this Application, AlixPartners respectfully states as follows:
Jurisdiction and Venue
1. The United States Bankruptcy Court for Delaware (the “Court”) has jurisdiction over
this matter pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. §
157(b)(2).
1 The Reorganized Debtors in these cases, along with the last four digits of each Reorganized Debtors’ federal tax identification number, are Hexion TopCo, LLC (f/k/a Hexion Holdings LLC) (6842) and Hexion Inc. (1250). The address of the Reorganized Debtors’ corporate headquarters is 180 East Broad Street, Columbus, Ohio 43215.
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2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3. The basis for relief requested herein are sections 330 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”), Rule 2016-2 of the Local Bankruptcy Rules for the District of Delaware (the
“Local Bankruptcy Rules”), and the Order Establishing Procedures for Interim Compensation and
Reimbursement of Professionals dated May 1, 2019 [Docket No. 292] (the “Interim Compensation
Order”).
Background
4. On April 1, 2019, (the “Petition Date”), each of the Reorganized Debtors filed a
voluntary petition for relief under chapter 11 of the Bankruptcy Code, thereby commencing the above-
captioned Chapter 11 Cases (the "Chapter 11 Cases").
5. On April 10, 2019, the Office of the United States Trustee for the District of Delaware
(the “U.S. Trustee”) appointed the Official Committee of Unsecured Creditors (the “Committee”)
[Docket No. 148]
6. On June 20, 2019, the Reorganized Debtors’ filed their Second Amended Joint Chapter
11 Plan of Reorganization of Hexion Holdings LLC and Its Debtor Affiliates Under Chapter 11 of the
Bankruptcy Code (as may be modified, amended, or supplemented in accordance with its terms)
[Docket No. 833].
7. On June 24, 2019, the Plan of Reorganization was confirmed and on June 25, 2019, the
Court entered the Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint
Chapter 11 Plan of Reorganization of Hexion Holdings LLC and Its Debtor Affiliates Under Chapter
11 of the Bankruptcy Code (the “Confirmation Order”) [Docket No. 920].
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8. On July 1, 2019, the Reorganized Debtors filed the Notice of Entry of Order Confirming
And Effective Date Under Second Amended Joint Chapter 11 Plan of Reorganization of Hexion
Holdings LLC And Its Debtor Affiliates Under Chapter 11 The Bankruptcy Code (“Effective Date
Notice”) [Docket No. 987]. The Plan of Reorganization went effective on July 1, 2019 (the “Effective
Date”).
9. Pursuant to the Plan of Reorganization, Confirmation Order, and Effective Date Notice,
all professionals requesting compensation for services rendered in connection with the Chapter 11
Cases prior to the Effective Date must file with the Bankruptcy Court, and serve on the Reorganized
Debtors, an application for the allowance of final compensation and reimbursement of expenses in the
Chapter 11 Cases on or before August 15, 2019.
AlixPartners’ Retention
10. On January 11, 2019, the Reorganized Debtors executed an engagement letter (the
“Engagement Letter”) setting forth the terms, conditions, compensation and scope of services to be
provided by AlixPartners.
11. On April 10, 2019, the Reorganized Debtors filed the Application for Entry of an Order
Authorizing the Employment and Retention of AlixPartners, LLP as Financial Advisor for the Debtors
Nunc Pro Tunc to the Petition Date [Docket No. 151] (the “Retention Application”).
12. On May 1, 2019, the Bankruptcy Court entered the Order Authorizing the Employment
and Retention of AlixPartners, LLP as Financial Advisor for the Debtors, Nunc Pro Tunc to the
Petition Date [Docket No. 283] (the “Retention Order”).
13. The Retention Order authorized AlixPartners to be compensated pursuant to the
procedures set forth in the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Interim
Compensation Order and any other applicable orders of this Court.
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AlixPartners’ Final Application for Compensation and for Reimbursement of Expenses
Monthly Fee Applications Covered During the Final Period
14. AlixPartners’ is seeking final allowance of compensation in the amount of
$4,474,202.50, reimbursement of actual and necessary out-of-pocket expenses in the amount of
$268,619.33, for a total allowance of $4,742,821.83 for the Final Period.
15. AlixPartners’ filed three monthly fee applications (the “Monthly Fee Applications”),
as noted below:
16. AlixPartners’ Monthly Fee Applications covering the Final Period have been filed and
served pursuant to the Interim Compensation Order.
17. The Monthly Fee Applications covered during the Final Period contain detailed daily
time logs describing the actual and necessary services provided by AlixPartners and a detailed analysis
of the out-of-pocket expenses incurred which are filed on the court docket.
18. During the Final Period, AlixPartners received the sum of $2,776,684.80 for
professional services rendered, and the amount of $204,694.18 for necessary out-of-pocket expenses
pursuant to the Monthly Fee Applications.
Date Filed; Period Amount
Docket No Covered Fees Expenses Fees Expenses Outstanding
5/22/2019 4/1/2019 -
Docket #442 4/30/2019
6/27/2019 5/1/2019 -
Docket #950 5/31/2019
7/25/2019 6/1/2019 -
Docket #1092 7/1/2019
$4,474,202.50 $268,619.33 ($2,776,684.80) ($204,694.18) $1,761,442.85
Requested Paid
$1,931,416.50 $103,686.26 ($1,545,133.20) ($103,686.26)
Total
$386,283.30
$1,539,439.50 $101,007.92 ($1,231,551.60) ($101,007.92) $307,887.90
$1,003,346.50 $63,925.15 $0.00 $0.00 $1,067,271.65
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19. AlixPartners maintains a retainer in the amount of $350,000.00 to be applied to the
allowed professional fees and out-of-pocket expenses.
Summary of Services Provided
20. Summarized below is a description of the services provided by AlixPartners on behalf
of the Reorganized Debtors during the Final Period in each service area. Each of these efforts directly
contributed to the success of the Reorganized Debtors’ reorganization in a tangible, measurable
manner and allowed the Reorganized Debtors’ to confirm the Plan of Reorganization on June 24, 2019
and emerge from Chapter 11 on July 1, 2019.
Matter Code 101: Case Management
AlixPartners incurred 58.2 hours and fees of $45,618.00 on matters related to case
management. This involved resource planning and engagement execution; resulting in
efficient management of workstreams during the pendency of the Chapter 11 proceeding.
Matter Code 102: Business Operations & Analysis
AlixPartners incurred 293.8 hours and fees of $260,619.00 on matters related to guiding the
Reorganized Debtors’ management through the restructuring process and addressing the
impact of the bankruptcy and the restructuring on the Reorganized Debtors’ business
operations. AlixPartners assisted management with analyzing various projects; such as
alternative tax structures and post-emergence legal entity structures. In addition, services
included preparing for and participating in working sessions with the Reorganized Debtors’
operations and finance teams to focus on the business operations over the pendency of the
case. These services were essential for ensuring the Reorganized Debtors and its advisors
were aware of and addressing the various issues and risks impacting the business operations.
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Matter Code 103: Court/UST Reporting & Tracking of First Day Motions
AlixPartners incurred 1,213.1 hours and fees of $837,964.00 on matters related to bankruptcy
reporting. Services involved assisting with the preparation of various motions, including first
and second day motions, assisting management in preparing for court hearings, including the
341 meeting, tracking payments under the various “first day” and “second day” orders, assist
in preparing the monthly operating reports and other required court reports, and coordinating
with the U.S. Trustee. In addition, services included developing and maintaining a database
of financial information required for preparing the Statements of Financial Affairs and
Schedules of Assets and Liabilities for each of the Reorganized Debtors’ legal entities and
managing the preparation of those reports. These services were essential for being to compile
the voluminous financial and other information required to be filed with the Court. Services
were also provided to manage and review executory contracts, a contract database, and
prepare contract cure amounts. All of these services were necessary for the Reorganized
Debtors to meet the various reporting requirements under Chapter 11 as well as complete the
extensive reporting required under the accelerated confirmation and emergence deadlines.
Matter Code 104: Claims Administration
AlixPartners incurred 171.6 hours and fees of $113,955.00 on matters related to claims
administration. These services involved reviewing and reconciling contract cure objections
with the Reorganized Debtors’ management and counsel, preparing materials to respond to
claimants, tracking transferred claims, and reviewing lease rejections and their potential
impact on the business operations. These services were important for the Reorganized
Debtors to properly assess and pay these claims. The services assisted the Reorganized
Debtors with efficiently reviewing and reconciling contract cure objections as well as
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analyzing lease rejection claims; all of which was necessary to emerge in an accelerated
timeframe and fulfill the obligations of the Reorganized Debtors to these claimants.
Matter Code 105: Plan and Disclosure Statement
AlixPartners incurred 810.3 hours and fees of $615,817.50 on matters related to the Plan of
Reorganization and Disclosure Statement. These services involved committing on the Plan
of Reorganization, Disclosure Statement, and Supplemental filings as well as assisting with
preparing both the Financial Projections and Liquidation Analysis Exhibits incorporated into
the Disclosure Statement. AlixPartners worked closely with the Reorganized Debtors’
management team and its advisors in preparing the Financial Projections and Liquidation
Analysis Exhibits for the Disclosure Statement for purposes of demonstrating that the Plan
of Reorganization met the feasibility and best-interest test requirements. In addition, services
were rendered to assist with preparing various presentations and reports for management and
other advisors to support restructuring discussions with various stakeholders. These services
were essential to achieving a confirmed Plan of Reorganization and on an accelerated
timeline.
Matter Code 106: Cash Management and Cash Collateral
AlixPartners incurred 863.1 hours and fees of $550,429.00 on matters related to cash
management and forecasting. These services involved developing and maintaining a
weekly cash forecast model, preparing cash flow reports required under the debtor-in-
possession (“DIP”) credit agreement, providing support for the interim and final DIP
hearings, and assisting management with information requests from the DIP lenders. These
services enabled the Reorganized Debtors to effectively understand and manage their daily
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cash flow needs, secure and remain compliant with their post-petition financing, and
continue operating their business in the normal course without disruption.
Matter Code 107: Vendor Management
AlixPartners incurred 1,647.6 hours and fees of $1,073,481.50 on matters related to vendor
management. This involved coordinating vendor communications, advising management
regarding the negotiation of vendor trade agreements, developing periodic reports tracking
vendor payment approvals and vendor payments, and managing communications with the
vendor constituents. In addition, services were provided to assist with the accounting cut-off
and processing of post-petition payments, including implementation of manual work arounds
due to a system outage. The implementation of the manual work around for tracking and
approving vendor payments required regular meetings with management to ensure vendor
payments were processed correctly and efficiently. These services allowed the Reorganized
Debtors to maintain a continuous supply of products and services to its customers; essential
for operating the Reorganized Debtors business during the Chapter 11 case.
Matter Code 108: Fee Applications / Retention & Disclosure Reports
AlixPartners incurred 155.7 hours and fees of $106,455.50 on matters related to preparing
AlixPartners’ Retention Application and supporting affidavit as well as preparing and
reviewing monthly fee applications.
Matter Code 109: Vendor Call Center
AlixPartners incurred 181.8 hours and fees of $117,212.50 on matters related to managing
the vendor call center. The vendor call center was an essential tool for maintaining vendor
support at the commencement of and during the Chapter 11 proceedings. This involved
setting up a call center and training the Reorganized Debtors’ personnel, responding to
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vendor inquiries regarding the bankruptcy proceedings, and tracking inquiries and daily
activity for management. These services were essential for the Reorganized Debtors’ to
effectively address vendor questions, mitigate potential supplier issues, and maintain
continuity of supply to customers throughout the Chapter 11 proceeding.
Matter Code 110: Creditor Constituency Diligence & Meetings
AlixPartners incurred 143.3 hours and fees of $124,721.00 on matters related to satisfying
creditor constituents’ diligence requests through calls and meetings and supplying
information to the Unsecured Creditors Committee (“UCC”), First Lien, 1.5 Lien, and Cross-
Over lenders’ ad-hoc committees. Services included responding to information requests and
coordinating communication between the Reorganized Debtors and the various creditor
constituencies. These services ensured sufficient information was being provided to the
various creditor constituents enabling them to perform necessary analysis, make decisions
on various topics that arose, and monitor the performance of the Reorganized Debtors during
the case.
Matter Code 111: Emergence Activities & Exit Financing
AlixPartners incurred 521.2 hours and fees of $412,624.00 on matters related to emergence
activities and obtaining exit financing. These services included assisting management in
preparing materials for raising the necessary exit financing, establishing procedures for
distributions under the Plan, and managing the funds flow database for emergence activities.
These services allowed the Reorganized Debtors’ to obtain the necessary financing needed
to effectuate the Plan of Rorganization and make the necessary distributions, in a timely
manner, upon emergence.
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Matter Code 150: Travel Time
AlixPartners incurred 744.6 hours and fees of $525,305.50 on matters related to travel to and
from the Reorganized Debtors’ offices as well as time related to travel to and from various
meetings or court hearings in Wilmington, Delaware. Time incurred under this code has been
reduced by 50% which is included in the fee accommodation.
Request for Final Approval of Fees and Expenses
21. The services provided by AlixPartners were essential to the effective administration
and progress of the Reorganized Debtors’ restructuring. AlixPartners’ services allowed the
Reorganized Debtors’ management team to focus on managing the day-to-day operations of the
business. AlixPartners performed its work efficiently and transitioned certain tasks to the
Reorganized Debtors’ management, as appropriate, to minimize costs of the bankruptcy estate.
Activities such as cash forecasting, financial modeling, negotiations with the lenders,
communications and due diligence, acting as the primary liaison between the Reorganized Debtors
and counsel in the preparation of information required for the first day motions and required Chapter
11 reporting, to name a few, were essential to an efficient administration of the estate, and in
achieving confirmation of the Plan of Reorganization in an accelerated timeframe.
22. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, the
amounts requested in this Application are fair and reasonable given (a) the complexity of these Chapter
11 cases, (b) the time expended, (c) the nature and extent of the services rendered, and (d) the value
of such services. Moreover, AlixPartners has reviewed the requirements of Delaware Local Rule 2016
and believes that this Application substantially complies with such Rule.
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Certification
23. A Certification of Randall S. Eisenberg is attached hereto as Exhibit A.
No Prior Request
24. No prior request for the relief sought in this Application has been made to this or any
other court.
WHEREFORE, AlixPartners respectfully requests that the Court enter an order providing
that: (i) final allowance be awarded to AlixPartners for the Final Period in the amount of $4,474,202.50
as compensation for necessary professional services rendered, and reimbursement for actual and
necessary expenses incurred in the amount of $268,619.33, for a total amount of fees and expenses of
$4,742,821.83; (ii) the Reorganized Debtors be authorized and directed to pay AlixPartners the
outstanding amount of $1,761,442.85; and (iii) this Court grant AlixPartners such other and further
relief as is just and proper.
Dated: August 15, 2019 ALIXPARTNERS, LLP
909 Third Avenue, 30th Floor New York, New York 10022 /s/ Randall S. Eisenberg By: Randall S. Eisenberg Managing Director
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RLF1 21884688v.1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re HEXION TOPCO, LLC,1 Reorganized Debtors.
x : : : : : : : x
Chapter 11 Case No. 19-10684 (KG) (Jointly Administered) Objection Deadline: September 5, 2019 at 5:00 p.m. (ET) Hearing Date: September 23, 2019 at 11:00 a.m. (ET)
NOTICE OF FEE APPLICATION
PLEASE TAKE NOTICE that AlixPartners, LLP (the “Applicant”) has today
filed the attached Final Application of AlixPartners, LLP, Financial Advisor to the Reorganized
Debtors for Allowance of Compensation for Services Rendered and for Reimbursement of
Expenses for the Period April 1, 2019 through July 1, 2019 (the “Application”) with the United
States Bankruptcy Court for the District of Delaware (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 Professionals, dated May 1, 2019 [D.I. 292], must be filed with the Clerk
of the Bankruptcy Court, 824 North Market Street, Wilmington, Delaware 19801, no later than
5:00 p.m. (Eastern Time) on September 5, 2019, and be served upon: (i) Hexion TopCo LLC,
180 East Broad Street, Columbus, Ohio 43215 (Attn: Peter Rosato ([email protected])
and Douglas Johns ([email protected])); (ii) the Office of the United States Trustee for
the District of Delaware (Attn: Linda J. Casey, Esq. ([email protected])); (iii) Latham &
Watkins LLP, 885 Third Avenue, New York, New York 10022 (Attn: George Davis
1 The Reorganized Debtors in these cases, along with the last four digits of each Reorganized Debtors’ federal tax identification number, are Hexion TopCo, LLC (f/k/a Hexion Holdings LLC) (6842) and Hexion Inc. (1250). The address of the Reorganized Debtors’ corporate headquarters is 180 East Broad Street, Columbus, Ohio 43215.
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2 RLF1 21884688v.1
([email protected]), Andrew Parlen ([email protected]), and Hugh Murtagh
([email protected])); (iv) Latham & Watkins LLP, 330 North Wabash Avenue, Suite 2800,
Chicago, Illinois 60611 (Attn: Caroline Reckler ([email protected]), and Jason Gott
([email protected])); (v) Richards, Layton & Finger, P.A., One Rodney Square, 920 North
King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins ([email protected]), Michael J.
Merchant ([email protected]), Amanda R. Steele ([email protected]), and Brendan J. Schlauch
([email protected])); (vi) Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas,
New York, New York 10036 (Attn: Kenneth H. Eckstein ([email protected]),
Douglas H. Mannal ([email protected]), and Rachael L. Ringer
([email protected])); (vii) Bayard, P.A., 600 North King Street, Suite 400, Wilmington,
Delaware 19801 (Attn: Justin R. Alberto ([email protected]) and Erin R. Fay
([email protected])); (viii) Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, Bank
of America Tower, New York, New York 10036 (Attn: Philip C. Dublin
([email protected]) and Naomi Moss ([email protected])), counsel to the ad hoc
group of first lien noteholders; (ix) Milbank LLP, 55 Hudson Yards, New York, New York
10001 (Attn: Matthew L. Brod ([email protected]) and Brian Kinney
([email protected])), counsel to the ad hoc group of crossover noteholders; and (x) Jones
Day, 250 Vesey Street, New York, New York 10281 (Attn: Benjamin Rosenblum
([email protected]) and Jeremy D. Evans ([email protected])), counsel to the ad
hoc group of 1.5 lien Noteholders.
PLEASE TAKE FURTHER NOTICE that the Application shall be considered at
a hearing before The Honorable Kevin Gross at the Bankruptcy Court, 824 North Market Street,
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6th Floor, Courtroom No. 3, Wilmington, Delaware 19801 on September 23, 2019 at 11:00
a.m. (prevailing Eastern Time).
Dated: August 15, 2019 Wilmington, Delaware /s/ Brendan J. Schlauch
Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Amanda R. Steele (No. 5530) Brendan J. Schlauch (No. 6115) Sarah E. Silveira (No. 6580) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Fax: (302) 651-7701 Email: [email protected] [email protected] [email protected] [email protected] [email protected] - and - George A. Davis (admitted pro hac vice) Andrew M. Parlen (admitted pro hac vice) Hugh Murtagh (admitted pro hac vice) LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 Email: [email protected] [email protected] [email protected] - and -
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4 RLF1 21884688v.1
Caroline A. Reckler (admitted pro hac vice) Jason B. Gott (admitted pro hac vice) LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 Email: [email protected] [email protected]
Attorneys for the Reorganized Debtors
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ALIXPARTNERS, LLP
Exhibit A
Certification of Randall S. Eisenberg
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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
HEXION TOPCO, LLC, et al.,1
Reorganized Debtors.
Chapter 11
Case No. 19-10684 (KG)
(Jointly Administered)
CERTIFICATION OF RANDALL S. EISENBERG
I, RANDALL S. EISENBERG, declare under the penalty of perjury as follows:
1. I am a Managing Director at AlixPartners, LLP (“AlixPartners”), Financial Advisor
to Hexion TopCo, LLC (fka Hexion Holdings LLC) and its affiliates (the “Reorganized Debtors”)
in the above-captioned Chapter 11 Cases.
2. I have reviewed the Final Application of Alixpartners, LLP, Financial Advisor to the
Reorganized Debtors for Allowance of Expenses for the Period April 1, 2019 through July 1, 2019
(the “Final Application”).
3. I have reviewed Delaware Bankruptcy Local Rule 2016-2 and submit that the Final
Application substantially complies with such Rule.
4. To the best of my knowledge, information and belief formed after reasonable inquiry,
the Final Application complies with the United States Trustee Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330, adopted June 17,
1 The Reorganized Debtors in these cases, along with the last four digits of each Reorganized Debtors’ federal tax identification number, are Hexion TopCo, LLC (f/k/a Hexion Holdings LLC) (6842) and Hexion Inc. (1250). The address of the Reorganized Debtors’ corporate headquarters is 180 East Broad Street, Columbus, Ohio 43215.
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2013 (the “UST Guidelines”).
5. The fees and out-of-pocket expenses are billed in accordance with the billing
practices described below, and except as otherwise indicated therein fall within the UST Guidelines.
Except to the extent prohibited by the UST Guidelines, the fees and out-of-pocket expenses sought
herein have been billed in accordance with practices customarily employed by AlixPartners and
accepted by the AlixPartners’ clients.
6. With respect to expenses and reimbursable services incurred for which
reimbursement is sought, AlixPartners:
1. Does not make a profit;
2. Does not include in the amount for which reimbursement is sought theamortization of the cost of any investment, equipment or capital outlay; and
3. Seeks reimbursement of services purchased from or contracted for with a third-party vendor only in the amount billed to AlixPartners by and paid or to be paidby the Applicant to the vendor.
I certify, under penalty of perjury, that the foregoing statements made by me are true to the
best of my knowledge, information and belief.
Dated: August 15, 2019
/s/ Randall S. Eisenberg By: Randall S. Eisenberg Managing Director
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