IN THE UNITED STATES BANKRUPTCY COURT FOR …...] (the “Retention Application”), 3 seeking to...

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) 1515-GEEnergy Holding Co. LLC, et al.,1 ) Case No. 19-10303 (KJC) ) Debtors. ) Jointly Administered ) )

SUMMARY COVER SHEET TO THE FIRST AND FINAL APPLICATION OF SSG

ADVISORS, LLC, INVESTMENT BANKER TO THE DEBTORS, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD

OF FEBRUARY 26, 2019 THROUGH MAY 9, 2019

Name of Applicant: SSG Advisors, LLC

Authorized to Provide Professional Services to: Debtors and Debtors-in-Possession

Date of Retention: Nunc Pro Tunc to February 26, 2019

Period for which compensation and reimbursement is sought:

February 26, 2019 through May 9, 2019

Amount of Compensation sought as actual, reasonable and necessary:

$510,000.00

Amount of Expense Reimbursement sought as actual, reasonable and necessary:

$2,014.87

TOTAL FEES AND EXPENSES $512,014.87

This is a(n): ____ monthly ___ interim X final application. This is SSG Advisors, LLC's first and final fee application in this case.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include 1515-GEEnergy Holding Co. LLC (0428) and BBPC, LLC d/b/a Great Eastern Energy (0428). The location of the Debtors’ service address is 1515 Sheepshead Bay Road, Brooklyn, NY 11235.

Case 19-10303-LSS Doc 428 Filed 08/22/19 of 40

Period Covered Fees Expenses Total 2/26/2019 – 2/28/2019 $40,000.00 $23.98 $40,023.98

3/1/2019 – 3/31/2019 $40,000.00 $1,030.92 $41,030.92

4/1/2019 – 4/30/2019 $40,000.00 $746.82 $40,746.82

5/1/2019 – 5/9/2019 $390,000.00 $213.15 $390,213.15

TOTAL: $510,000.00 $2,014.87 $512,014.87



) In re: ) Chapter 11 ) 1515-GEEnergy Holding Co. LLC, et al.,2 ) Case No. 19-10303 (KJC) ) Debtors. ) Jointly Administered ) )

FIRST AND FINAL APPLICATION OF SSG ADVISORS, LLC, INVESTMENT BANKER TO THE DEBTORS, FOR ALLOWANCE OF COMPENSATION AND

REIMBURSEMENT OF EXPENSES FOR THE PERIOD OF FEBRUARY 26, 2019 THROUGH MAY 9, 2019

Pursuant to §§ 105, 327(a), 328(a), 330, 331, and 1107 of Title 11 of the United States

Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) and Rule 2014 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), SSG Advisors, LLC (“SSG”

or “Applicant”), investment banker to the debtors and debtors-in-possession (the “Debtors”) in

the above-captioned chapter 11 cases (the “Chapter 11 Cases”), hereby applies (this

“Application”) to the Court for the allowance of compensation for services rendered and

reimbursement of expenses incurred in the amount of $512,014.87. The requested compensation

consists of a Transaction Fee of $390,000.00, an Initial Fee of $40,000.00, Monthly Fees of

$80,000.00 and expense reimbursement of $2,014.87 for the period commencing February 26,

2019 through and including May 9, 2019 (the “Application Period”), with respect to its services

as investment banker to the Debtors. In support of this Application, SSG represents as follows:

2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include 1515-GEEnergy Holding Co. LLC (0428) and BBPC, LLC d/b/a Great Eastern Energy (0428). The location of the Debtors’ service address is 1515 Sheepshead Bay Road, Brooklyn, NY 11235.


Jurisdiction

1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has

jurisdiction to consider the Application pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended

Standing Order of Reference from the United States District Court for the District of Delaware,

dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. § 157(b), and

SSG confirms its consent pursuant to Local Rule 9013-1(f) to the entry of a final order by the

Court in connection with this Application to the extent that it is later determined that the Court,

absent consent of the parties, cannot enter final orders or judgments in connection herewith

consistent with Article III of the United States Constitution.

2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory predicates for the relief requested herein are sections 105(a), 327(a),

328(a) and 1107 of title 11 of the United States Code (11 U.SC. §§ 101-1532 as amended, the

“Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), and Rules 2014-1 and 2016-2 of the Local Rules of Bankruptcy Practice

and Procedure for the United States Bankruptcy Court for the District of Delaware (the “Local

Rules”).

Background

4. On February 14, 2019 (the “Petition Date”), the Debtors each filed a voluntary petition

in this Court for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). The

Debtors continue to manage and operate their businesses as debtors in possession pursuant to

sections 1107 and 1108 of the Bankruptcy Code.

5. A detailed description of the Debtors’ businesses and operations, and the events

leading to the commencement of these Chapter 11 Cases, is provided in the Declaration of Allan


Brenner in Support of Debtors’ First Day Motions and Applications [D.I. 12] (the “Brenner

Declaration”).

6. On March 26, 2019, the Court entered the Order Establishing Procedures for Interim

Compensation and Reimbursement of Expenses for Retained Professionals [D.I. 128] (the

“Compensation Order”), which sets forth the procedures for final, interim, and monthly

compensation and reimbursement of expenses for professionals in these Chapter 11 Cases.

7. To aid in obtaining competitive offers from potential buyers of the Debtors’ assets, the

Debtors elected to retain SSG to provide investment banking services, based on SSG’s substantial

expertise in advising troubled companies including in connection with asset sales and related

issues.

8. Accordingly, on March 14, 2019, the Debtors filed the Debtor's Application to Retain

and Employ SSG Advisors, LLC as Investment Banker Pursuant to Sections 327(a) and 328(a) of

the Bankruptcy Code, Bankruptcy Rules 2014(a) And 2016 And Local Rule 2014-1, Nunc Pro

Tunc to February 26, 2019 [D.I. 92] (the “Retention Application”),3 seeking to retain SSG as

investment banker to the Debtors pursuant to the terms of an engagement letter dated February 26,

2019 (the “Engagement Agreement”), attached hereto and made a part hereof as Exhibit A. The

Court entered an order approving the Retention Application pursuant to the terms of the

Engagement Agreement on April 15, 2019 [D.I. 161], attached hereto and made a part hereof as

Exhibit B.

9. SSG commenced a marketing process for the Debtors immediately upon execution of

the Engagement Agreement, and on March 26, 2019, the Court entered the Bidding Procedures

3 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Retention Application.


Order [D.I. 130] which set April 22, 2019 as the Bid Deadline and April 23, 2019 as the Auction

Date.

10. On April 18, 2019, the Debtors filed a notice of continuation of auction date [D.I. 187]

that set the Bid Deadline for April 25, 2019 and the Auction Date for April 26, 2019.

11. The Debtors received several bids for the operating assets and only one bid for the

owned Renewable Energy Certificates and Renewable Energy Certificates Contracts (collectively,

the “RECS”). As a result, the Debtors determined that it would be beneficial to bifurcate the

auction and sale hearing process to a RECS only sale and an all other asset sale. Therefore, the

Debtors, after consultation with Macquarie, filed a notice of continuation of auction date [D.I.

235] that set the Auction Date with respect to the RECS for April 26, 2019 and extended the

Auction Date for all assets (other than RECS) to April 29, 2019.

12. Thereafter, the Debtors, after consultation with its advisors and Macquarie, and in the

exercise of their considered business judgment determined that the best option to obtain the

highest and best offer for their RECS, was to negotiate changes to and ultimately seek approval of

the asset purchase agreement (the “APA”) with Skyview Finance Company LLC (the “Buyer”)

for the RECS and continue to expose the remainder of the Debtors’ assets for sale.

13. On April 30, 2019, the Court entered an Order [D.I. 253] (the “Sale Order”) approving

the sale of substantially all of the RECS (the “Sale”) to the Buyer pursuant to the APA. The

consideration to the Debtors under the APA is $7,516,000.00 in cash, plus (b) the assumption of

the Assumed Liabilities (all obligations of the Debtors under the Assumed Contracts, the

Determined Cure Costs with respect to such Assumed Contracts and Transfer Taxes, if any) plus

(c) the execution, delivery and performance by Skyview of the GEE Side Letter (which


memorializes the right of Skyview to monetize the Specified Contracts purchases and a sharing

of any value derived from those contracts 50/50). The sale closed on May 6, 2019.

14. On April 28, 2019, the Debtors filed a notice of further continuation of auction date

[D.I. 243] that continued the Bid Deadline with respect to all other assets of the Debtors (other

than RECS) to May 2, 2019 and the Auction Date with respect to all other assets of the Debtors

(other than RECS) to May 3, 2019. While multiple bids were received by the Bid Deadline, the

Debtors, after consultation with Macquarie, determined that none of the bids were acceptable

and/or qualified and, consequently, the Auction was cancelled.

15. Specifically, the investment banking services rendered by SSG during the Application

Period included, but were not limited to, the following:

• Advise and assist on all aspects of a Transaction (as defined in the Engagement Agreement);

• Assist the Debtors in developing a list of suitable potential buyers;

• Assist the Debtors in compiling a data room in connection with a Transaction (as defined in the Engagement Agreement);

• Coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum;

• Solicit competitive offers from potential buyers;

• Assist the Debtors in coordinating site visits for interested buyers and work with

the management team to develop appropriate presentations for such visits;

• Advising and assisting Debtors and their advisors in structuring and negotiating the transaction; and

• Otherwise assisting the Debtors, their attorneys and financial advisors, as necessary, through closing.

16. In connection with the Sale, SSG contacted 51 different potential bidders, 31 of whom

executed non-disclosure agreements. SSG regularly updated the Debtors and their other advisors


as well as Macquarie and its advisors on the status of marketing efforts, discussion with bidders,

and other related items. Ultimately, SSG’s efforts resulted in the consummation of the Sale to

the Buyer, for the benefit of the Debtors and their estates.

17. SSG summarized the tasks that it performed during these Chapter 11 cases. The

summary is not intended to be a detailed description of the work performed but merely a

guideline offered to the Court and other interested parties with respect to the services performed

by SSG during this Chapter 11 case. Day-to-day services and the time expended in performing

such services during the Application Period are fully set forth in the timesheets, attached hereto

and made a part hereof as Exhibit C.

18. SSG's professionals working full time on this assignment were:

J. Scott Victor – Managing Director

Matthew P. Karlson – Managing Director

Neil Gupta – Director

Joel R. Julio – Analyst

Relief Requested

19. By this Application, SSG seeks final allowance for (a) compensation for services

rendered from February 26, 2019 through May 9, 2019 in the total amount of $510,000.00, and

(b) reimbursement for certain expenses incurred during the Application Period, in the amount of

$2,014.87, a summary of which is attached hereto and made a part hereof as Exhibit D.

20. Pursuant to the Court’s order granting the Retention Application, the Court approved

the following fee and expense structure set forth in the Engagement Agreement (the “Fee and

Expense Structure”):

a. Initial Fee. Initial fee equal to $40,000 due upon signing of the Engagement Agreement.


b. Monthly Fees. Monthly fees of $40,000 per month payable beginning March 15,

2019 and on the fifteenth (15th) of each month thereafter. c. Success Fee.

• Transaction Fee. Upon the consummation of a Transaction, SSG shall be entitled to a fee, payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Transaction, equal to the greater of (a) $450,000 or (b) two and one half percent (2.5%) of Total Consideration (as such term is defined in the Engagement Agreement). SSG shall credit fifty (50%) percent of its paid Initial Fee and Monthly Fees towards the Transaction Fee.

d. In addition to the fees described above, the Debtors agree to reimburse SSG for

all of SSG’s reasonable out-of-pocket expenses incurred in connection with the subject matter of the Engagement Agreement.

21. The Sale to the Buyer resulted in SSG being entitled to the Transaction Fee in the

amount of $390,000.00 ($450,000.00 minimum less 50% of the Initial and Monthly Fees).

22. During the Application Period, SSG was also entitled to an Initial Fee of $40,000 and

Monthly Fees totaling $80,000 for March 2019 and April 2019 and incurred reasonable out-of-

pocket expenses in the amount of $2,014.87. The Initial Fee and Monthly Fees were paid to SSG

post-petition in the ordinary course after approval of SSG’s retention and the Transaction Fee

and expenses are still owed to SSG, subject to approval of this Application.

23. Accordingly, SSG requests that the Court approve: (i) the Transaction Fee in the

amount of $390,000.00, (ii) the Initial Fee of $40,000.00, (iii) the Monthly Fees totaling

$80,000.00, (iv) reimbursement of SSG’s reasonable and necessary expenses in the amount of

$2,014.87 and (v) the Debtors payment of such amounts to SSG.

Compliance with Guidelines

24. The Applicant believes that this Application substantially complies with the Local

Rules and the U.S. Trustee guidelines for fee applications. To the extent there has not been


material compliance with any particular guidelines or rules, the Applicant respectfully requests a

waiver of such guidelines or rules.

25. This is the Applicant's First and Final Application pursuant to sections 330 and 331 of

the Bankruptcy Code for allowance of fees and reimbursement of expenses in this case. The

Applicant has made no prior or other application to this or any other Court for the relief

requested herein.

26. In accordance with Local Rule 2016-2(f), the undersigned has reviewed the

requirements of Local Rule 2016-2 and certifies to the best of his information, knowledge, and

belief that this Application complies with Local Rule 2016-2, except as otherwise waived in

connection with the Applicant's retention.

Conclusion

27. SSG submits that the services provided to the Debtors during the Application Period

were necessary and appropriate given the complexity of these Chapter 11 Cases, the issues

involved, the nature and extent of services provided, and the cost of comparable services outside

of bankruptcy. Accordingly, SSG submits that approval of the compensation sought for the

Application Period is appropriate and should be approved.

WHEREFORE, SSG respectfully requests that the Court enter an Order, substantially in

the form provided, (i) allowing and authorizing payment of final compensation in the amount of

$510,000.00 for services rendered as investment banker on behalf of the Debtors during the

Application Period, plus payment for reimbursement of expenses in the amount of $2,014.87 and

(ii) granting such other and further relief as the Court deems just and proper.


Dated: August 15, 2019 SSG Advisors, LLC

By: _______________________________ Name: J. Scott Victor Title: Managing Director


Exhibit A Engagement Agreement


Five Tower Bridge, Suite 420 • 300 Barr Harbor Drive • West Conshohocken, PA 19428

Phone: (610) 940-1094 • Fax: (610) 940-3875 www.ssgca.com

February 18, 2019 Mr. Matthew Lanfear Chief Executive Officer GEEnergy Holding Co. LLC d/b/a Great Eastern Energy 1515 Sheepshead Bay Road Brooklyn, NY 11235 Dear Mr. Lanfear: This agreement (“Engagement Agreement”) will serve as the contract between GEEnergy Holding Co. LLC d/b/a Great Eastern Energy (“GEEnergy” or the “Company”) as debtor and debtor-in-possession it its Chapter 11 proceeding, Case No. 19-10303 (KJC) pending in the U.S. Bankruptcy Court for the District of Delaware (“Bankruptcy Court”) and SSG Advisors, LLC ("SSG") regarding the retention of SSG as exclusive investment banker to GEEnergy for the purposes outlined in this Engagement Agreement. SSG’s responsibilities hereunder involve providing investment banking services to the Company, on an exclusive basis, focusing on: (i); the sale of all or part of the Company (the “Sale”) or (ii) the restructuring of the Company’s balance sheet with existing stakeholders (“Restructuring” and, together with a Sale, a “Transaction”).

A. SSG’s Role:

1. SSG’s role in connection with the Sale will include the following:

• Prepare an information memorandum describing the Company, its

historical performance and prospects, including existing contracts, marketing and sales, labor force, and management and anticipated financial results of the Company;

• Assist the Company in developing a list of suitable potential buyers

who will be contacted on a discreet and confidential basis after approval by the Company;

• Coordinate the execution of confidentiality agreements for potential

buyers wishing to review the information memorandum; • Assist the Company in coordinating site visits for interested buyers

and work with the management team to develop appropriate presentations for such visits;

• Solicit competitive offers from potential buyers;

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http://www.ssgca.com/

Mr. Matthew Lanfear February 18, 2019 Page 2

• Advise and assist the Company in structuring the Transaction, as the term is hereafter defined, and negotiating the Transaction agreements, including, without limitation, advising and negotiating with respect to Transaction structures;

• Assist the Company and its professionals with the structuring of sale

procedures, the conduct of any auction that may result therefrom and/or a plan of reorganization, should the Company determine to pursue the approval of a Transaction in the context of a proceeding pursuant to Chapter 11 of the United States Bankruptcy Code (a “Bankruptcy Case”)

• Be available for meetings and court appearances in a Bankruptcy Case, including, without limitation, providing testimony in or out of court in furtherance and support of the Transaction process and Transaction; and

• Otherwise assist the Company, its attorneys and accountants, as necessary, through closing on a best efforts basis.

2. SSG’s role in connection with a Restructuring will include the following:

• SSG, on a best effort basis, shall assist the Company in any negotiation with various stakeholders in the Company (the “Existing Stakeholders”), including, but not limited to any of the Company’s lenders, general unsecured creditors and shareholders in regard to a possible Restructuring Transaction of existing claims and equity.

In performing the services described above, the Company will furnish or cause to be furnished to SSG such information as SSG reasonably believes appropriate to the execution of its engagement hereunder (all such information so furnished being the "Information"). The Company represents to SSG that all Information furnished by it or its agents will be complete and correct in all material respects, to the best of its knowledge, and that until the expiration of SSG’s engagement hereunder, it will advise the Company and SSG immediately of the occurrence of any event or any other change known by it or its agents that results in the Information ceasing to be complete and correct in all material respects. The Company recognizes and confirms that SSG: (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated hereby without having independently verified any of the same; (b) does not assume responsibility for accurateness or completeness of the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company.

The Company agrees that SSG shall be its exclusive investment banker in connection with any Transaction undertaken with respect to the Company during the Engagement Term, as defined below, of this Engagement Agreement. The Company agrees that, during the Engagement Term, SSG shall have the exclusive authority to initiate and conduct discussions and assist and advise the Company in its negotiations with all prospective lenders, purchasers and investors. In that regard, the Company agrees to identify to SSG: (a) all prospective purchasers and



investors who have been in contact with the Company prior to the date hereof and (b) all prospective purchasers and investors who come in contact with the Company during the Engagement Term.

SSG will consult with and advise the Company with respect to the financial aspects of any proposed Transaction, including price, terms and conditions of a Transaction. SSG will not, however, have any authority to bind the Company with respect to any proposed Transaction. Likewise, nothing contained herein shall require the Company to accept the terms of any proposal and the Company shall at all times have the right in his sole and absolute discretion to reject any proposed Transaction regardless of the terms proposed.

B. SSG’s Compensation

As compensation for providing the foregoing services, SSG shall receive the following: 1. Initial Fee. An initial fee (the “Initial Fee”) equal to $40,000 due upon signing

this Engagement Agreement and subject to Bankruptcy Court approval of SSG’s Retention.

2. Monthly Fees. Monthly fees (the “Monthly Fees”) of $40,000 per month

payable beginning March 15, 2019 and on the fifteenth (15th) of each month thereafter throughout the Engagement Term (as such term is hereafter defined).

3. Transaction Fee. Upon the consummation of a Sale Transaction or

Restructuring Transaction, SSG shall be entitled to a fee (the “Transaction Fee”), payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Transaction, equal to the greater of (a) $450,000 or (b) two and one half percent (2.5%) of Total Consideration (as such term is hereafter defined). Notwithstanding the foregoing, SSG agrees to a Transaction Fee cap of $750,000.

In the event there is no Sale Transaction or Restructuring Transaction and the Company and/or its lender determines to liquidate the assets, then SSG’s Fee shall be $200,000 (“Liquidation Fee”). SSG shall credit fifty (50%) percent of its paid Initial Fee and Monthly Fees towards the Transaction Fee or Liquidation Fee.

4. In addition to the foregoing Initial Fee, Monthly Fee and Transaction Fee

noted above whether or not a Transaction is consummated, SSG will be entitled to reimbursement for all of SSG’s reasonable out-of-pocket expenses incurred in connection with the subject matter of this Engagement Agreement.


Mr. Matthew Lanfear February 18, 2019 Page 4 C. Definitions

For the purpose of this Engagement Agreement: Sale Transaction means and includes any transaction involving the sale or transfer, directly or indirectly, of all or a significant portion of the assets, secured debt or equity of Company.

Restructuring Transaction means, and includes any restructuring of existing and prospective Company stakeholder claims, including but not limited to the Company’s secured lenders, unsecured claims and shareholder interests. Total Consideration shall mean the purchase price paid at the time of the effective date of the Sale after giving effect to the Sale Transaction for the equity, assets or any portion of either, plus the assumption or payoff of indebtedness (secured, administrative and unsecured) and/or payables, equipment leases (operating and capitalized), and real estate leases (operating and capitalized). To the extent accounts receivable are not part of a Sale Transaction, then such accounts receivable shall not be part of Total Consideration. For purposes of computing any fees payable to SSG hereunder, non-cash consideration shall be valued as follows: (a) publicly traded securities shall be valued at the average of their closing prices (as reported in The Wall Street Journal) for the five (5) trading days prior to the closing of the Sale Transaction; and (b) any other non-cash consideration shall be valued at the fair market value thereof as determined in good faith by the Company and SSG. If such aggregate consideration may be increased by contingent payments such as an “earnout” or other monetary agreement in the transaction, the portion of SSG’s fee relating thereto shall be calculated and paid when and as such contingent payments or other monetary amounts are received. Transaction shall mean and include a Sale or Restructuring, as determined above. Transaction Fee shall mean and include a Sale Fee and Restructuring Fee.

D. Term of Engagement

This Engagement Agreement shall remain in force (the “Engagement Term”) for a period of four (4) months from the date of signing this Engagement Agreement and will continue thereafter unless terminated by either party upon thirty (30) days prior written notice to the other; provided, however, that either party may terminate this Engagement Agreement by written notice immediately upon the closing of a Transaction. Upon the termination of this Engagement Agreement, neither party shall have any further obligations to the other except that: (a) termination of the Engagement Agreement shall not affect SSG’s right to indemnification under the Indemnification paragraph below; (b) the Company shall remain obligated to pay SSG any unpaid Monthly Fees and to reimburse SSG for any expenses incurred through the date of the termination of the Engagement Agreement; and (c) if a Transaction is consummated within twelve (12) months (“Trailer Term”) of the termination of this Engagement Agreement, the Company shall remain obligated to pay a Restructuring Fee or Sale Fee, as calculated above. Sections B, D, E, F and



G (entitled Compensation, Term of Engagement, Indemnification, Miscellaneous, and Scope of SSG’s Duties, respectively) of this Engagement Agreement shall survive the expiration or termination of this Engagement Agreement indefinitely.

E. Indemnification

The Company hereby acknowledges and agrees to the indemnification arrangements between the parties hereto as described on Attachment A hereto, which Attachment is incorporated herein and forms an integral part hereof.

F. Miscellaneous

No fee payable to any other financial advisor or finder by the Company or the Company in connection with the subject matter of this Engagement Agreement shall reduce or otherwise affect any fee payable to SSG hereunder. This Engagement Agreement sets forth the entire understanding of the parties relating to the subject matter hereof and supersedes and cancels any prior communications, understandings and agreements between the parties hereto. This Engagement Agreement cannot be modified or changed, nor can any of its provisions be waived, except by written agreement signed by both parties. The benefits of this Engagement Agreement shall inure to the respective successors and assigns of the parties hereto and of the Indemnified Parties and their respective successors, assigns and representatives, and the obligations and liabilities assumed in this Engagement Agreement by the parties hereto shall be binding upon their respective successors and assigns. This Engagement Agreement may be executed in any number of counterparts, which counterparts, taken together, shall constitute one and the same Engagement Agreement.

G. Scope of Duties

The Company hereby acknowledges and agrees that: (a) it has retained SSG for the purposes set forth in the Engagement Agreement and that the rights and obligations of the parties hereto are contractual in nature, and (b) SSG has not made any warranties or guarantees of any nature with respect to the success or satisfactory conclusion of any Transaction or as to the economic, financial or other results which may be obtained or experienced by the Company as a result thereof.

H. Bankruptcy Court Proceedings

This Engagement Agreement shall be approved by the Bankruptcy Court in the Company’s Chapter 11 Bankruptcy proceeding as part of SSG’s Retention.

I. Other Matters

SSG has the right, following the Restructuring or Sale closing, to place advertisements in financial and other newspapers and journals and to send email blasts at its own expense describing its services to the Company hereunder.



In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001), SSG is required to obtain, verify and record information that identifies its clients, which information may include the name and address of the Company, the Company and its senior management team as well as other information that will allow SSG to properly identify its clients. Additionally, SSG maintains important disclosures on its web site www.ssgca.com. These disclosures may be updated periodically on an as-needed basis. The Company agrees to accept and receive all of these disclosures by electronically accessing the website referenced above and acknowledges that printed hard copies of these disclosures are available upon request by contacting SSG directly at (610) 940-1094.

J. Securities Platform

All transactions involving the sale or purchase of any security (as defined by the Securities Exchange Act of 1934 or the rules and regulations promulgated there under) are offered through SSG Capital Advisors, LLC. (“SCA”) which is an affiliated registered Broker-Dealer in good standing with the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). Principals of SSG are registered representatives of SCA. Therefore, SCA is included collectively as “SSG” with all the rights and obligations thereto under the terms of this Engagement Agreement. To the extent a Transaction Fee is payable to SSG in connection with Transaction constituting the purchase or sale of any security (as defined by the Securities Exchange Act of 1934 or the rules and regulations promulgated there under), such Transaction Fee (excluding the Initial Fee and Monthly Fees) shall be specifically paid to SCA.

Any amendment, modification or other changes to this Engagement Agreement must be in writing and signed by both parties to be enforceable.


http://www.ssgca.com/

Mr. Matthew Lanfear February 18, 2019 Page 7 Please indicate your acceptance of the foregoing by executing and returning the enclosed copy of this letter. SSG ADVISORS, LLC

By: /s/ J. Scott Victor /s/ Teresa C. Kohl

J. Scott Victor Teresa C. Kohl Managing Director Managing Director ACCEPTED: GEENERGY HOLDING CO. LLC d/b/a GREAT EASTERN ENERGY By: 2/26/2019 Matthew Lanfear Date Chief Executive Officer



ATTACHMENT A INDEMNIFICATION PROVISIONS

The Company agrees to indemnify, defend and hold harmless SSG or SCA, and their affiliates, the respective partners, members, directors, officers, agents and employees of SSG, SCA, and their affiliates and each other person, if any, controlling SSG, SCA, and their affiliates (the foregoing being referred to herein individually as an “Indemnified Party” and collectively as the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or costs, as and when incurred, to which such Indemnified Party may become subject to or which are asserted against any Indemnified Party, directly or indirectly, in any way related to SSG acting for the Company under the Engagement Agreement of which this Attachment A forms a part, including, without limitation, in connection with: (a) any act or omission by SSG related to its engagement as financial advisor under the Engagement Agreement; or (b) SSG’s acceptance, or its performance or non-performance, of its obligations under said Engagement Agreement. The Company will reimburse the Indemnified Parties for any legal or other expenses incurred by them, as and when incurred, in connection with investigating, preparing or defending any such losses, claims, damages or liabilities or any action in respect thereof, whether or not in connection with pending or threatened litigation, and whether or not any Indemnified Party is a party thereto; provided, however, that the Company shall not be liable under the foregoing indemnity agreement in respect of any liability to the extent that such liability is found in a final judgment by a court of competent jurisdiction, not subject to further appeal, to have resulted primarily from SSG’s gross negligence or willful misconduct in the performance of its duties under said Engagement Agreement. The Company agrees that reliance by SSG on any publicly-available information, the information supplied by the Company to SSG in connection with said Engagement Agreement or any directions furnished by the Company shall not constitute negligence, bad faith or willful misconduct by SSG.

In order to provide for just and equitable contribution, if a claim for indemnification is made pursuant to said Engagement Agreement but it is found in a final judgment by a court of competent jurisdiction, not subject to further appeal, that such indemnification may not be enforced in such case, the Indemnified Parties, on the one hand, and the Company, on the other hand, shall each contribute to the amount paid or payable as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties, on the one hand, and the Company, on the other hand, and the relative benefits to the Indemnified Parties, on the one hand, and the Company, on the other hand, arising out of the particular matter or transaction which gave rise to such loss, claim, damage, liability or costs, and all other relevant equitable considerations shall also be taken into account. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation.

The provisions of this Attachment A shall survive any termination of said Engagement Agreement.


Exhibit B Order Approving the Retention Application


Case 19-10303-KJC Doc 161 Filed 04/15/19 Page 1 of 4Case 19-10303-LSS Doc 428 Filed 08/22/19 of 40

Exhibit C Timesheets


Name Hours J. Scott Victor, Managing Director 211.2 Matthew P. Karlson, Managing Director 141.5 Neil Gupta, Director 355.0 Joel R. Julio, Analyst 72.5

Total 780.2

1515-GEEnergy Holding Co. LLCSummary of Services Rendered by Professionals

SSG Advisors, LLC


Date Task Hours 26-Feb-19 Engagement effective date; Call with counsel, FA and management; Internal meeting to kick off sale

assignment.1.5

27-Feb-19 Sent NDA form to Debtor's Team; Reviewed interested parties list from Tom Buck; Emails with counsel; Call with counsel; Review Motion for Sale and Bid Procedures; Prepared edits to Bid Procedures; Call with Tom Buck, FA; Call with Debtor's Team; Call with counsel for potential buyer.

4.0

28-Feb-19 Call with management; Emails with management; Emails with Tom Buck; Internal meeting - Sale Process; Emails with counsel; Review of Company presentation; Call with counsel, FA and management.

4.5

1-Mar-19 Emails with counsel; Review of Cash Collateral Order; Call with counsel - Cash Collateral Order; Call with counsel and FA - Cash Collateral Order; Review of cash flow budget; Call with FA - cash flow budget; Call with counsel, FA and management; Review investor presentation; Emails with buyers; NDA negotiations with buyers; Review form APA.

4.5

2-Mar-19 Call with counsel, FA and lender's counsel; Internal emails on sale process. 0.24-Mar-19 Call with counsel, FA and lender's counsel; Internal meeting - data room; Emails with buyers and NDA

negotiators.2.5

5-Mar-19 Travel to Brooklyn; Meeting with management and FA; Call with lender and lender's counsel - Sale Process Update; Review and revise SSG Retention Documents; Emails with buyers and NDA negotiations; Review of Cash Collateral Order; Travel to Philadelphia.

9.0

6-Mar-19 Travel to Wilmington; Meeting with counsel and FA; Attend Cash Collateral Hearing; Meeting with counsel, FA and lender's counsel; Travel to Philadelphia; Emails with buyers and NDA negotiations.

5.0

7-Mar-19 Call with counsel, FA and lender's counsel; Emails with buyers; NDA negotiations; Emails with company - buyers list; Review Sale Process Update for Company; Internal call - marketing process.

3.5

8-Mar-19 Call with counsel; Call with counsel and lender's counsel - Bid Procedures; Internal meeting - hedging strategy; Review of revised SSG Retention Documents; Call with management re: Hedging Strategy; Review of draft marketing materials; Emails with buyers.

4.5

9-Mar-19 Emails with buyers. 0.510-Mar-19 Emails with buyers; Email with management - draft marketing materials. 1.011-Mar-19 Emails with buyers; Call with Company and lender; Review Teaser; Emails with management -

marketing material, process update and diligence facilitation; Review of Bid Procedures; Email with counsel.

3.5

12-Mar-19 Emails with counsel - buyer info for noticing; Emails with buyers; Review management's comments to marketing materials; Internal call - Sale Process Update.

1.5

13-Mar-19 Travel to Connecticut for meeting with management and buyer; Meeting with management; Emails with buyers; NDA negotiations; Distribution of Bid Procedures to buyers; Emails with lender - additional buyers to lot; Emails with management - hedging; Travel to Philadelphia; Emails with FA.

9.0

14-Mar-19 Process Update to Company and lender; Internal call - Process Update. 1.015-Mar-19 Emails with counsel - Process Update; Call with counsel - Process Update; Call with counsel and FA;

Internal call.2.0

16-Mar-19 Emails with management - Process Summary; Emails with buyers - diligence; Review of form APA. 1.0

17-Mar-19 Emails with management - diligence status; Emails with buyers. 0.518-Mar-19 Travel to Wilmington; Meeting with counsel and FA; Attend 2nd Day Hearing; Call with lender and

counsel; Call with management and FA; Travel to Philadelphia; Process Summary; Emails with buyers.6.0

19-Mar-19 Call with counsel and FA; Call with counsel - UST comments on Bid Procedures; Call with buyer; Call with lender and counsel; Call with management; Internal meeting - buyer diligence.

4.5

20-Mar-19 Review comments to Sale/Bid Procedures; Call with management; Emails with buyers; Internal call. 2.0

1515-GEEnergy Holding Co. LLCJ. Scott Victor, Managing Director

SSG Advisors, LLC


Date Task Hours


SSG Advisors, LLC

21-Mar-19 Call with buyer; Emails with counsel - contracts; Emails with buyers; Call with management; Internal meeting - Process Update.

2.5

22-Mar-19 Call with management; Call with counsel; Call with lender and counsel; Process update; Internal meeting; Call with management.

3.0

23-Mar-19 Emails with buyers; Emails with management. 0.525-Mar-19 Call with lender and counsel; Call with management; Call with buyer; Internal call. 2.526-Mar-19 Call with management; Call with counsel; Internal discussion - financials. 2.527-Mar-19 Call with counsel and FA; Call with management; Buyer emails; Call with lender and counsel - licensing

issues; Internal call.2.5

28-Mar-19 Emails with management; Emails with lender; Emails with counsel; Process Update; Internal call. 1.529-Mar-19 Call with management; Emails with buyers; Emails with lender; Emails with counsel. 1.531-Mar-19 Internal discussions - Process Update. 0.5

1-Apr-19 Call with lender and counsel - update; Emails with buyers; Calls with management; Review Q&A list from buyer.

2.5

2-Apr-19 Emails with buyers - diligence; Internal meeting - Sale Process Update; Call with management. 1.53-Apr-19 Call with buyer and management; Call with management; Emails with buyers. 2.04-Apr-19 Emails with buyers; Call with buyer and management; Call with buyer; Call with management; Internal

meeting - sale process; Emails with counsel; Call with buyer and counsel - regulatory issues.2.0

5-Apr-19 Call with buyer; Call with management; Review buyer LOI; Emails with FA and counsel; Emails with lender and counsel - Process Summary; Emails with management.

2.5

6-Apr-19 Emails with buyers; Internal emails on buyer LOI. 1.07-Apr-19 Call with counsel and FA - buyer LOI; Call with management. 3.08-Apr-19 Call with FA; Call with counsel; Call with counsel and UST; Call with management; Call with counsel;

Review issues list on buyer LOI; Call with management - buyer LOI and Sale Process Update; Call with lender and counsel - buyer LOI and Sale Process Update; Internal meeting - buyer LOI and Sale Process Update.

5.5

9-Apr-19 Call with FA and management - buyer LOI; Emails with counsel; Emails with FA; Emails with management - buyer LOI; Call with buyer; Internal meeting.

3.5

10-Apr-19 Call with management; Call with buyer; Emails with counsel and FA - buyer; Call with counsel and FA - buyer LOI and sale process; Call with management - buyer LOI; Emails with Debtor Team; Emails with buyers; Emails with lender and counsel; Emails with Independent Director; Review revised buyer LOI; Emails with counsel and FA; Call with management - revised offer.

4.5

11-Apr-19 Call with Independent Director - case and sale update; Call with FA, counsel and management - buyer's revised LOI; Review LOI comparison chart; Emails with lender and counsel - revised LOI; Emails with buyers; Internal call.

4.0

12-Apr-19 Call with FA, counsel and management - sale of REC - Sale Motion; Call with buyer; Emails with buyers; Call with management; Internal call - REC Sale Motion.

3.0

13-Apr-19 Calls with management; Call with FA; Internal call; Emails with Debtor team. 2.014-Apr-19 Review buyer APA. Emails with Debtor Team; Call with management; Internal discussion. 2.015-Apr-19 Call with management; Call with counsel - buyer LOI; Call with counsel, management and buyer; Call

with counsel, FA and management - buyer APA - Call with buyer; Call with lender and counsel; Review Process Update; Emails with counsel, FA and management; Emails with lender and counsel; Internal meeting - buyer APA; Call with management.

5.5

16-Apr-19 Call with buyer - APA and TSA; Call with management; Calls with buyer; Calls with management; Emails with counsel; Emails with management; Emails with buyer; Call with counsel, FA and management; Internal meeting - buyer.

4.5

17-Apr-19 Call with management; Call with counsel and FA - buyer; Sale Process Update; Call with management; Call with buyer; Call with FA; Call with management; Call with buyer; Call with FA; Internal meeting; Call with lender and counsel.

5.5

18-Apr-19 Emails with RECs Buyers - extension of bid deadline; Call with FE; Review revised buyer APA; Call with counsel; Call with management; Emails with counsel; Call with management; Emails with Debtor Team; Internal meeting.

3.5


Date Task Hours


SSG Advisors, LLC

19-Apr-19 Call with buyer; Review buyer APA; Call with management; Call with buyer; Review buyer TSA and sale letter; Call with counsel; Emails with buyers; Emails with FA; Call with management; Internal discussions.

3.0

20-Apr-19 Call with FA, counsel and management; Call with buyer counsel, management, FA and lenders counsel - purchase agreement; Emails with buyers - diligence; Internal emails; Call with buyer; Call with buyer counsel; Internal call.

3.5

21-Apr-19 Call with management; Emails with FA and counsel; Emails with buyers - diligence. 1.022-Apr-19 Call with lender and counsel; Call with management; Emails with buyers; Call with counsel and FA;

Call with buyer; Emails with buyers - diligence; Emails with management; Review Process Update; Email Process Update to Debtor Team; Internal call.

3.5

23-Apr-19 Call with management; Emails with management; Call with buyer; Emails with buyers - diligence and bids; Call with Independent Director - Process Update; Call with FA and counsel - sale process and auction; Internal call; Review bids; Email update to Debtor Team and Lender Team.

3.0

24-Apr-19 Call with management; Call with management, FA and counsel; Call with buyer and management; Internal call; Review bid submissions.

3.0

25-Apr-19 Review bids from four buyers; Call with management; Calls with buyer; Internal call; Meeting with Debtor Team and Lender Team - prep for auction and review bids.

6.5

26-Apr-19 Calls with buyers that submitted bids; Call with management; Call with management; Call with buyer; Meetings with buyers and Lender Team and Debtor Team; Auction.

12.0

27-Apr-19 Call with buyer, lender, Debtor Team and Lender Team; Call with management; Internal call; Emails with buyers; Emails with management, FA and counsel; Review bid documents from buyers.

5.5

28-Apr-19 Emails with Debtor Team; Emails with Lender Team; Call with management; Review bid comparison. 2.0

29-Apr-19

Call with counsel and FA; Call with management; Emails with Lender Team; Emails with Debtor Team; Review bid comparison; Call with management; Call with buyer; Internal call; Review proffer for Sale Hearing on 4/30/19.

2.0

30-Apr-19Call with management; Emails with buyers; Emails with management; Internal call - results of Sale Hearing.

1.0

1-May-19 Call with management; Emails with buyers; Emails with management; Internal call. 1.5

2-May-19Internal calls - review of bids; Review bid from buyers; Call with counsel; Calls with management; Review bid summary; Emails with buyers;

3.0

3-May-19

Calls and emails with buyers; Calls and emails with management; Meetings with Debtor Team; Meetings with Lender Team; Meetings with buyers; Meetings with all parties to review all bids; Calls with management; Calls with advisors and buyers on alternative purchase options given Lender's rejection of bids; Meeting with Debtor Team.

5.5

4-May-19Call with buyers and advisors - alternative purchase option; Emails with Debtor Team; Emails with Lender Team; Call with management; Calls with advisors.

3.0

5-May-19Emails with buyer on alternative structure; Emails with Debtor Team; Emails with Lender Team; Internal call.

1.5

6-May-19Calls and emails with buyers; Calls and emails with management, FA and counsel; Emails with counsel and buyers - deposit.

1.5

7-May-19 Call with counsel; Emails with counsel and buyers - deposits. 1.08-May-19 Emails with counsel and buyers. 0.59-May-19 Emails with counsel and buyers. 0.5

10-May-19 Review and revise Fee Application. 0.5

Total 211.2


Date Task Hours

27-Feb-19 Call w/ financial advisor; daily update call w/ Debtor team; review of company information, BK documents and buyers list; NDA review; emails w/ buyers; emails w/ company regarding data room 4.0

28-Feb-19Kick-off call w/ company including data room discussion; daily update call; emails w/ company regarding data room; emails w/ buyers; review of company presentation and other company information; internal discussion regarding data room population

4.5

1-Mar-19Call w/ company to discuss investor presentation and other diligence; emails and calls w/ buyers; NDA negotiations; review of form APA; review of cash collateral order and cash forecast; review of other diligence information

3.0

2-Mar-19 Internal emails regarding sale process 1.04-Mar-19 Update call w/ Debtor and lender advisors; review of buyers list 2.0

5-Mar-19 Diligence meeting and travel to / from GEE; call w/ lender and advisors to discuss sale process; emails w/ buyers and NDA negotiations; review of cash collateral order and SSG retention application 8.0

7-Mar-19 review and discussion of comparable transaction APAs; sale process update document for company; discussions w/ company regarding marketing documents; other internal discussions 3.0

8-Mar-19 Call w/ company regarding sale process and hedging strategy; review of revised bid procedures; 3.011-Mar-19 Review bid procedures order; lender call; internal and professionals emails; buyer calls 2.512-Mar-19 buyer calls; emails and calls regarding bid process; diligence review; review updated CIM 2.513-Mar-19 buyer calls; emails and calls regarding bid process 2.014-Mar-19 Call w/company - open diligence items 2.0

15-Mar-19 update calls w/ company; emails w/ counsel regarding sale process; emails w/ company regarding buyers and process 2.5

18-Mar-19 Update call w/ company; update call w/ lenders; other calls w/ management; other buyer follow-ups 3.0

19-Mar-19 Update call w/ Debtor advisors; update call w/ management; discussion regarding diligence; update call w/ lenders; calls w/ buyers; 3.0

20-Mar-19 Management / buyer call; update call w/ management; other calls w/ management; calls w/ buyers;; data room management; review of comments to sale motion 3.0

21-Mar-19 Emails w/ counsel regarding contracts; calls and emails w/ buyers; calls w/ management 2.022-Mar-19 Update call w/ lenders; management / buyer call; other calls w/ management 3.025-Mar-19 Update call w/ lenders; calls w/ buyers; company document review 2.5

26-Mar-19 Diligence call w/ management; other calls w/ management and buyers; review of comparable transaction purchase agreement; call w/ counsel regarding buyer 2.0

27-Mar-19 Call w/ company advisors; other calls w/ management and buyers; buyer emails and calls; review of and emails regarding form APA and TSA 3.5

28-Mar-19 Calls and emails w/ buyers and management 2.0

29-Mar-19 Buyer / management call; calls w/ management; review of cash forecast and other company information 2.5

31-Mar-19 Emails w/ buyers; diligence coordination and Q&A list preparation; drafting process update; internal discussions 2.5

3-Apr-19 Buyer / management call; calls and emails w/ buyers; calls w/ management 2.5

4-Apr-19Call w/ management regarding proforma; calls and emails with buyers; buyer / management call; other calls w/ management; diligence facilitation; regulatory call w/ buyer and counsel; emails w/ counsel regarding servicing buyers w/ sale notice

2.5

5-Apr-19 Calls and emails w/ buyers; emails w/ management regarding diligence and process; diligence facilitation; emails w/ lenders regarding buyers and diligence 2.0

7-Apr-19 Call w/ Debtor team to discuss offer; other calls w/ management; emails regarding next steps; diligence coordination 3.5

8-Apr-19 Calls w/ management; update call w/ lender; calls and emails with buyers 2.59-Apr-19 Calls and emails w/ buyers; other discussions w/ management 2.0

1515-GEEnergy Holding Co. LLCMatthew P. Karlson, Managing Director

SSG Advisors, LLC


Date Task Hours

1515-GEEnergy Holding Co. LLCMatthew P. Karlson, Managing Director

SSG Advisors, LLC

10-Apr-19Call w/ buyer; discussions and emails w/ debtor team regarding offer and sale process; emails w/ lender; review of purchase structure document from lender; review of revised proposal from buyer and distribution;

2.5

11-Apr-19 Update call w/ independent director; call w/ debtor team regarding offer letter; operations / regulatory call; emails w/ lender regarding revised offer; emails and calls w/ buyers 3.0

12-Apr-19 Call w/ Debtor team and buyer regarding REC motion; diligence call w/ buyer; discussions regarding term sheet 2.5

15-Apr-19 Call w/ Debtor team regarding APA; call w/ professionals regarding sale process; other calls w/ management; calls w/ buyers; update call w/ lenders; emails w/ lenders regarding buyers 2.0

16-Apr-19 Call w/ buyer regarding TSA; call w/ Debtor team; emails and calls w/ buyers; other calls w/ management 2.5

17-Apr-19 Call w/ company and lender regarding sale process; call w/ Debtor team; other calls w/ management 3.0

18-Apr-19 Emails w/ debtor team regarding revised bid dates; data room management; other calls w/ management; review of revised buyer APA and related emails 1.5

19-Apr-19Review of buyer APA and call w/ buyer and management to discuss; diligence review and coordination; calls w/ management; review of ancillary purchase documents w/ company and buyer; other emails w/ debtor team regarding buyers and offers; review of cash forecast

6.5

20-Apr-19 prep call w/ counsel and management; all hands call (lender, buyer, company and advisors) to discuss buyer purchase agreement 2.5

22-Apr-19 Call w/ debtor professionals to discuss bids; calls w/ management; 2.5

23-Apr-19 Calls and emails w/ management; call w/ independent director to provide status update; call w/ debtor advisors to discuss sale process and auction; review of bids; 1.5

24-Apr-19 update call w/ debtor advisors; other calls and emails w/ management; 1.5

26-Apr-19 Calls and emails w/ buyers; calls and emails w/ management; emails to coordinate calls w/ bidders and discuss process w/ lenders 2.0

27-Apr-19 review buyer documents (transition documents); emails 1.528-Apr-19 review APA and other documents; emails 1.5

29-Apr-19Call w/ debtor professionals to discuss bids; call w/ management to discuss economic comparison; diligence coordination; calls w/ management; call w/ lender to discuss economic comparison; review of sale order

3.5

30-Apr-19Travel to and attendance at sale hearing; prep meeting w/ counsel; review of proffer and other sale documents; review of updated forms of APA; calls and emails w/ buyers; calls and emails w/ management; diligence call w/ buyer and management;

7.0

1-May-19 calls and emails w/ buyers; calls and emails w/ management; 2.5

2-May-19Calls and emails w/ buyers; calls and emails w/ management; diligence coordination; review of bids; meetings w/ all parties to review bids and discuss sale strategy; review of bid and economic comparison; update emails to all parties

2.0

3-May-19 Calls and emails w/ buyers; calls and emails w/ management; meetings w/ all parties to review bids and discuss sale strategy; calls w/ advisors and buyers regarding alternative purchase options 2.5

4-May-19 Call w/ buyer and advisors regarding alternative purchase option; emails w/ lenders and debtor team; other calls w/ advisors 2.0

5-May-19 emails w/ lenders and debtor team 1.5

Total 141.5


Date Task Hours

27-Feb-19 Call w/ financial advisor; daily update call w/ Debtor team; review of company information, BK documents and buyers list; NDA review; emails w/ buyers; emails w/ company regarding data room 4.0

28-Feb-19Kick-off call w/ company including data room discussion; daily update call; emails w/ company regarding data room; emails w/ buyers; review of company presentation and other company information; internal discussion regarding data room population

4.5

1-Mar-19Call w/ company to discuss investor presentation and other diligence; emails and calls w/ buyers; NDA negotiations; review of form APA; review of cash collateral order and cash forecast; review of other diligence information

4.0

2-Mar-19 Internal emails regarding sale process 0.5

4-Mar-19Update call w/ Debtor and lender advisors; internal discussion regarding data room population; conversation w/ company regarding data room set up; buyer emails and NDA negotiations; review of buyers list

3.5

5-Mar-19Diligence meeting and travel to / from GEE; call w/ lender and advisors to discuss sale process; emails w/ buyers and NDA negotiations; data room set up; review of cash collateral order and SSG retention application

9.0

6-Mar-19 Emails w/ company regarding marketing documents; emails and calls w/ buyers; NDA negotiations; adding parties to the data room 2.5

7-Mar-19

Emails and calls w/ buyers; adding parties to data room; diligence facilitation; review and discussion of comparable transaction APAs; emails w/ company regarding buyers list; NDA negotiations; sale process update document for company; discussions w/ company regarding marketing documents; other internal discussions

6.0

8-Mar-19Call w/ company regarding sale process and hedging strategy; review of revised bid procedures; emails w/ buyers and NDA negotiations; diligence facilitation; review of draft marketing materials; providing data room access

3.5

9-Mar-19 Emails w/ buyers 0.510-Mar-19 Emails w/ buyers; drafting of marketing materials and email to company 4.5

11-Mar-19Calls and emails w/ buyers; process summary and update call w/ company and lenders; emails w/ company regarding marketing materials and process update; diligence facilitation; bid procedures review

4.0

12-Mar-19Buyer information for BK noticing and related conversations; buyer calls and emails; diligence facilitation; review of agenda for buyer meeting; review of company comments to marketing documents and internal discussions

6.5

13-Mar-19Buyer meeting and travel to / from buyer headquarters; calls and emails with buyers; NDA negotiations; diligence coordination; distribution of bid procedures; emails w/ lenders and adding parties to data room; emails w/ company regarding hedging; review of company regulatory documents

9.5

14-Mar-19Call w/ company regarding outstanding diligence; calls and emails with buyers; NDA negotiations; diligence coordination; process update and discussion w/ company; emails to lender regarding marketing materials and process update

6.0

15-Mar-19 Calls and emails with buyers; NDA negotiations; diligence coordination; update calls w/ company; emails w/ counsel regarding sale process; emails w/ company regarding buyers and process 5.5

16-Mar-19 Emails w/ company and process summary document; emails w/ buyers and diligence coordination; review of form APA; uploading documents to data room 2.5

17-Mar-19 Emails w/ company regarding outstanding buyer diligence; emails w/ buyers 1.5

18-Mar-19

Update call w/ company; update call w/ lenders; other calls w/ management; process summary distribution; diligence facilitation; emails and call w/ buyers; buyer summary spreadsheet for management; data room management; NDA negotiation; emails w/ management regarding NDA execution; other buyer follow-ups

6.5

1515-GEEnergy Holding Co. LLCNeil Gupta, DirectorSSG Advisors, LLC


Date Task Hours


19-Mar-19

Update call w/ Debtor advisors; update call w/ management; discussion regarding diligence; update call w/ lenders; other calls w/ management; emails and calls w/ buyers; diligence facilitation; setting up and hosting management calls w/ buyers; NDA discussions; data room management; emails w/ counsel regarding process

7.5

20-Mar-19 Management / buyer call; update call w/ management; other calls w/ management; calls and emails w/ buyers; diligence coordination; data room management; review of comments to sale motion 5.0

21-Mar-19 Emails w/ counsel regarding contracts; calls and emails w/ buyers; calls w/ management 3.0

22-Mar-19 Update call w/ lenders; process update distribution; management / buyer call; other calls w/ management; calls and emails w/ buyers; diligence coordination 4.5

23-Mar-19 NDA negotiations w/ buyers; emails w/ management regarding diligence 1.524-Mar-19 Emails w/ buyers 0.5

25-Mar-19 Update call w/ lenders; calls and emails w/ buyers; diligence facilitation; buyer / management diligence call; NDA negotiations; company document review 2.5

26-Mar-19Diligence call w/ management; other calls w/ management and buyers; review of comparable transaction purchase agreement; call w/ counsel regarding buyer; diligence coordination and data room management; internal discussions regarding financials

4.5

27-Mar-19 Call w/ company advisors; other calls w/ management and buyers; diligence coordination and data room management; buyer emails and calls; review of and emails regarding form APA and TSA 4.0

28-Mar-19Calls and emails w/ buyers; diligence coordination; emails w/ management regarding financial information; emails w/ lender regarding process and data room; emails w/ counsel regarding buyer diligence; data room management; process update distribution to company and lenders

5.0

29-Mar-19Buyer / management call; calls and emails w/ buyers; calls w/ management; diligence facilitation; review of cash forecast and other company information; emails w/ counsel regarding form APA and TSA; emails w/ lender regarding diligence information and data room

6.0

30-Mar-19 Emails w/ buyer 0.5

31-Mar-19 Emails w/ buyers; diligence coordination and Q&A list preparation; drafting process update; internal discussions 2.5

1-Apr-19 Process update call w/ lenders; emails and calls with buyers; diligence coordination and data room management; other calls w/ management 4.5

2-Apr-19 Emails and calls w/ buyers; calls w/ management; diligence coordination and data room management 3.0

3-Apr-19 Buyer / management call; calls and emails w/ buyers; calls w/ management; diligence facilitation 2.5

4-Apr-19Call w/ management regarding proforma; calls and emails with buyers; buyer / management call; other calls w/ management; diligence facilitation; regulatory call w/ buyer and counsel; emails w/ counsel regarding servicing buyers w/ sale notice

5.5

5-Apr-19Calls and emails w/ buyers; emails w/ management regarding diligence and process; buyer summary for noticing; diligence facilitation; emails w/ lenders regarding buyers and diligence; other calls w/ management

5.0

6-Apr-19 Review of buyer offer letter and email discussions regarding consideration; emails w/ buyers and diligence coordination 3.0

7-Apr-19 Call w/ Debtor team to discuss offer; other calls w/ management; emails regarding next steps; diligence coordination 3.5

8-Apr-19 Calls w/ management; update call w/ lender; calls and emails with buyers; diligence coordination; drafting and distribution of process summary; drafting of issues list for offer letter 4.0

9-Apr-19 Review and discussions regarding issues list; calls and emails w/ buyers; other discussions w/ management; diligence coordination 3.5

10-Apr-19

Calls and emails w/ buyers; discussions and emails w/ debtor team regarding offer and sale process; diligence coordination w/ buyer and management team; information review; data room management; other discussions and emails w/ management; emails w/ lender; emails w/ independent director; review of purchase structure document from lender; review of revised proposal from buyer and distribution; emails w/ financial advisor and counsel regarding revised offer

8.5


Date Task Hours


11-Apr-19Update call w/ independent director; call w/ debtor team regarding offer letter; operations / regulatory call; drafting of term sheet comparison; emails w/ lender regarding revised offer; emails and calls w/ buyers; due diligence discussions and coordination

9.0

12-Apr-19 Call w/ Debtor team and buyer regarding REC motion; diligence call w/ buyer; other calls and emails w/ buyers; diligence coordination w/ buyers and management; discussions regarding term sheet 6.5

13-Apr-19 Emails w/ Debtor team regarding buyer offer 1.014-Apr-19 Emails w/ management and review of company information; review and distribution of buyer APA 2.0

15-Apr-19

Call w/ Debtor team regarding APA; call w/ professionals regarding sale process; other calls w/ management; emails w/ management; emails and calls w/ buyers; update call w/ lenders; process update drafting and distribution; data room management; diligence coordination; emails w/ lenders regarding buyers and diligence info; data review

7.0

16-Apr-19Call w/ buyer regarding TSA; call w/ Debtor team; emails and calls w/ buyers; data room management; diligence facilitation and emails w/ management; other calls w/ management; data review and distribution

4.5

17-Apr-19 Call w/ company and lender regarding sale process; emails and calls w/ buyers; call w/ Debtor team; other calls w/ management; diligence coordination and emails w/ management 6.5

18-Apr-19

Emails w/ debtor team regarding revised bid dates; data room management; notice to buyers of revised dates; other calls and emails w/ buyers; other calls w/ management; diligence coordination; emails w/ debtor team regarding schedules, APA and other sale documents; review of revised buyer APA and related emails

8.5

19-Apr-19Review of buyer APA and call w/ buyer and management to discuss; other calls and emails w/ buyers; diligence review and coordination; calls w/ management; review of ancillary purchase documents w/ company and buyer; other emails w/ debtor team regarding buyers and offers; review of cash forecast

6.5

20-Apr-19 Emails to coordinate call; prep call w/ counsel and management; all hands call (lender, buyer, company and advisors) to discuss buyer purchase agreement; other emails w/ buyers regarding diligence 3.5

21-Apr-19 Emails w/ management regarding bids 0.5

22-Apr-19 Call w/ debtor professionals to discuss bids; diligence coordination; emails and calls w/ buyers; emails and calls w/ management; email process update to debtor team 4.5

23-Apr-19Calls and emails w/ management; calls and emails w/ buyers; diligence coordination; data room management; discussions regarding bids; call w/ independent director to provide status update; call w/ debtor advisors to discuss sale process and auction; review of bids and email updates to all parties;

8.0

24-Apr-19Diligence calls w/ buyer and management; update call w/ debtor advisors; other calls and emails w/ buyers; other calls and emails w/ management; call w/ consultant regarding prospective buyers; review of bid documents and related emails

9.5

25-Apr-19Calls and emails w/ buyers; calls and emails w/ management; diligence coordination; review and distribution of bids; meetings w/ all parties to review bids and discuss sale strategy; drafting of bid comparison

14.0

26-Apr-19Calls and emails w/ buyers; calls and emails w/ management; diligence coordination; review and distribution of bids; meetings w/ all parties to review bids and discuss sale strategy; drafting of bid comparison; emails to coordinate calls w/ bidders and discuss process w/ lenders

13.0

27-Apr-19 Call w/ lenders, buyer and financing source; diligence coordination; emails w/ buyers; emails w/ management and debtor team regarding process; review of bid documents from buyers 6.5

28-Apr-19 Emails w/ lenders regarding bidders; emails w/ debtor team regarding process; coordinating bids w/ all parties; drafting bid comparison 5.5

29-Apr-19

Call w/ debtor professionals to discuss bids; call w/ management to discuss economic comparison; diligence coordination; emails and calls w/ buyers; emails and calls w/ management; email process update to debtor team; diligence call w/ buyer and management; call w/ lender to discuss economic comparison; data room management; review of sale order

9.5


Date Task Hours


30-Apr-19Travel to and attendance at sale hearing; prep meeting w/ counsel; review of proffer and other sale documents; review of updated forms of APA; diligence coordination; calls and emails w/ buyers; calls and emails w/ management; diligence call w/ buyer and management;

9.0

1-May-19Diligence coordination; calls and emails w/ buyers; calls and emails w/ management; diligence call w/ buyer and management; comparison update; process update drafting to all parties; data room management

8.5

2-May-19Calls and emails w/ buyers; calls and emails w/ management; diligence coordination; review and distribution of bids; meetings w/ all parties to review bids and discuss sale strategy; review of bid and economic comparison; update emails to all parties

15.0

3-May-19 Calls and emails w/ buyers; calls and emails w/ management; meetings w/ all parties to review bids and discuss sale strategy; calls w/ advisors and buyers regarding alternative purchase options 5.5

4-May-19 Call w/ buyer and advisors regarding alternative purchase option; emails w/ lenders and debtor team; other calls w/ advisors 3.5

5-May-19 Emails w/ buyer regarding purchase option; emails w/ lenders and debtor team 2.5

6-May-19 Calls and emails w/ buyers; calls and emails w/ management and advisors; emails w/ counsel and buyers regarding deposits 2.0

7-May-19 Emails w/ counsel and buyers regarding deposits 0.58-May-19 Emails w/ counsel and buyers regarding deposits 0.59-May-19 Emails w/ counsel and buyers regarding deposits; drafting fee application and timesheets 7.5

Total 355.0


Date Task Hours 27-Feb-19 Screen and refine potential Buyers List for GEE, discuss setting up virtual data room 3.028-Feb-19 Conference call to discuss data room management 0.528-Feb-19 Conference call to discuss the Investor deck (Teaser) 1.01-Mar-19 Discovery and analysis of GEE-related files to be added to the data room 4.54-Mar-19 Data room management/analysis 3.04-Mar-19 Call with lender to discuss the sale process 0.55-Mar-19 Meeting and discussion with Management at GEE HQ 7.06-Mar-19 Creation of Teaser (initial marketing material) and CIM 3.56-Mar-19 Further analysis of information to be added to the virtual data room 1.08-Mar-19 Further refine the Teaser 2.08-Mar-19 Furnish a draft version of the CIM 3.5

11-Mar-19 Call with lender to discuss the sale process 0.511-Mar-19 Further furnish a draft version of the CIM 2.012-Mar-19 Data room management/analysis 1.012-Mar-19 CIM revisions/updates 3.013-Mar-19 Data room management (parties) 0.514-Mar-19 Data room management/analysis 0.514-Mar-19 Conference call with GEE team to discuss other open items 0.515-Mar-19 Data room management/analysis 2.018-Mar-19 Data room management/analysis 0.518-Mar-19 Call with lender to discuss the sale process 0.519-Mar-19 Data room management/analysis 0.519-Mar-19 Conference call with GEE, counsel and other professionals 0.520-Mar-19 Data room management/analysis 0.522-Mar-19 Call with a prospective buyer 1.025-Mar-19 Call with lender to discuss the sale process 0.525-Mar-19 Call with GEE's financial advisor to update on pending items 0.525-Mar-19 Data room management 0.526-Mar-19 Data room management 1.026-Mar-19 Update call with GEE's professionals 0.527-Mar-19 Update call with GEE's professionals 0.527-Mar-19 Data room management 1.028-Mar-19 Data room management 0.529-Mar-19 Data room management 0.529-Mar-19 Call with a prospective buyer 1.01-Apr-19 Call with lender to discuss the sale process 0.51-Apr-19 Data room management 0.52-Apr-19 Data room management 0.53-Apr-19 Call with a prospective buyer 1.03-Apr-19 Data room management 0.54-Apr-19 Call with a prospective buyer to discuss the pro-forma financials 1.08-Apr-19 Call with a prospective buyer 0.58-Apr-19 Call with lender to discuss the sale process 0.58-Apr-19 Data room management 0.59-Apr-19 Call with a prospective buyer 0.59-Apr-19 Data room management 0.5

10-Apr-19 Data room management 0.511-Apr-19 Call with a prospective buyer to discuss the term sheet 0.515-Apr-19 Call with lender to discuss the sale process 0.515-Apr-19 Data room management 0.516-Apr-19 Data room management 0.517-Apr-19 Call with lender to discuss the sale process 0.517-Apr-19 Data room management 1.0

1515-GEEnergy Holding Co. LLCJoel R. Julio, AnalystSSG Advisors, LLC


Date Task Hours

1515-GEEnergy Holding Co. LLCJoel R. Julio, AnalystSSG Advisors, LLC

18-Apr-19 Data room management 0.524-Apr-19 Call with a prospective buyer regarding the RECs 1.024-Apr-19 Call with a prospective buyer 1.024-Apr-19 Data room management 0.525-Apr-19 Data room management 1.029-Apr-19 Call with a prospective buyer 1.029-Apr-19 Data room management 0.530-Apr-19 Data room management 0.530-Apr-19 Follow-up call with a prospective buyer 1.01-May-19 Data room management (Extensive redacting) 3.02-May-19 Data room management 1.08-May-19 Download and storage of data room files to send to select parties 1.5

Total 72.5


Exhibit D Expenses


Date Professional Expense Type Event Amount28-Feb-19 Multiple Conference Calls February Conference Calls $ 23.98 5-Mar-19 J. Scott Victor Parking Diligence Meeting 14.00

13-Mar-19 J. Scott Victor Train (PHL to CT) Buyer Meeting 244.00 13-Mar-19 J. Scott Victor Parking (Train Station) Buyer Meeting 14.00 13-Mar-19 J. Scott Victor Taxi Ride (To Meeting) Buyer Meeting 11.00 13-Mar-19 J. Scott Victor Meal (Lunch) Buyer Meeting 26.00 13-Mar-19 Neil Gupta Train (PHL to CT) Buyer Meeting 343.00 13-Mar-19 Neil Gupta Parking (Train Station) Buyer Meeting 11.00 31-Mar-19 Multiple Conference Calls March Conference Calls 367.92 25-Apr-19 J. Scott Victor Parking Meeting to Review Bids 34.00 25-Apr-19 Neil Gupta Parking Meeting to Review Bids 30.00 26-Apr-19 J. Scott Victor Parking Auction 34.00 26-Apr-19 Neil Gupta Parking Auction 22.00 30-Apr-19 Multiple Conference Calls April Conference Calls 626.82 2-May-19 Neil Gupta Parking Meeting to Review Bids 35.00 3-May-19 J. Scott Victor Parking Meeting w/ All Stakeholders 35.00 3-May-19 Neil Gupta Parking Meeting w/ All Stakeholders 35.00

17-May-19 Neil Gupta Postage Mailing Data Room Archives 108.15

Total $ 2,014.87

1515-GEEnergy Holding Co. LLCExpense Detail

SSG Advisors, LLC


PHIL1 8176823v.1


) In re: ) Chapter 11 ) 1515-GEEnergy Holding Co. LLC, et al.,1 ) Case No. 19-10303 (LSS) ) Debtors. ) (Jointly Administered) ) ) Obj. Deadline: September 12, 2019 at 4:00 p.m. ) Hearing Date: TBD

NOTICE OF APPLICATION

PLEASE TAKE NOTICE that SSG Advisors, LLC, investment banker to the above-captioned debtors and debtors in possession (the “Debtors”), filed the First and Final Application of SSG Advisors, LLC, Investment Banker to the Debtors for Allowance of Compensation and Reimbursement of Expenses for the Period of February 26, 2019 through May 9, 2019 (the “Application”) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that any objection or response to the

Application must be made in writing and be filed with the Bankruptcy Court, on or before September 12, 2019 at 4:00 p.m. prevailing Eastern Time.

PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon the following: (i) counsel to the Debtors, McLaughlin & Stern, PLLC, 535 Okeechobee Boulevard, City Place Office Tower, Suite 1700, West Palm Beach, FL 33401, Attn: Steven Newburgh; (ii) co-counsel to the Debtors, Klehr Harrison Harvey Branzburg LLP, 919 N. Market Street, Suite 1000, Wilmington, Delaware, 19801, Attn: Domenic E. Pacitti and Michael W. Yurkewicz; (iii) the Office of The United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Linda Casey, Esq.; (iv) counsel to Macquarie Investments US Inc. and Macquarie Energy LLC, Haynes and Boone LLP, 1221 McKinney Street, Suite 2100, Houston, TX 77010, Attn: Kelli Norfleet, Esq. and, Morris Nichols Arsht & Tunnell, LLP, 1201 N. Market St., 16th Floor, Wilmington, Delaware 19899-1347, Attn. Derek Abbott, Esq; and (v) SSG Advisors, LLC, Five Tower Bridge, Suite 420, 300 Barr Harbor Drive, West Conshohocken, PA 19428, Attn: J. Scott Victor (collectively, the “Notice Parties”).

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, include: 1515-GEEnergy Holding Co. LLC (0428) and BBPC, LLC d/b/a Great Eastern Energy (0428). The location of the Debtors’ service address is: 1515 Sheepshead Bay Road, Brooklyn, NY 11235.

Case 19-10303-LSS Doc 428-1 Filed 08/22/19 Page 1 of 2

PHIL1 8176823v.1

PLEASE TAKE FURTHER NOTICE THAT IF AN OBJECTION IS PROPERLY FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, A HEARING WILL BE HELD BEFORE THE HONORABLE LAURIE S. SILVERSTEIN, UNITED STATES BANKRUPTCY JUDGE FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, SIXTH FLOOR, COURTROOM #2, WILMINGTON, DELAWARE 19801 AT A TIME TO BE DETERMINED. ONLY OBECTIONS MADE IN WRITING AND TIMELY FILED WILL BE CONSIDERED BY THE BANKRUPTCY COURT AT SUCH HEARING.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF DEMANDED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

Dated: August 22, 2019 /s/ Domenic E. Pacitti Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989)

Michael W. Yurkewicz (DE Bar No. 4165) KLEHR HARRISON HARVEY BRANZBURG LLP 919 North Market Street, Suite 1000 Wilmington, Delaware 19801

Telephone: (302) 426-1189 Facsimile: (302) 426-9193 Email: [email protected] [email protected] Morton R. Branzburg (admitted pro hac vice)

KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, 14th Floor Philadelphia, PA 19103 Telephone: (215) 569-2700

Facsimile: (215) 568-6603 Email: [email protected] Steven S. Newburgh (admitted pro hac vice) MCLAUGHLIN & STERN, PLLC 535 Okeechobee Boulevard

CityPlace Office Tower, Suite 1700 West Palm Beach, FL 33401

Telephone: (561) 659-4020 Email: [email protected] Counsel to the Debtors

Case 19-10303-LSS Doc 428-1 Filed 08/22/19 Page 2 of 2

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