Pg 1 of 17 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------- x In re: : : WESTINGHOUSE ELECTRIC COMPANY : LLC, et al., : : Debtors. 1 : : ---------------------------------------------------------- x Chapter 11 Case No. 17-10751 (MEW) (Jointly Administered) STATEMENT OF FEES AND OUT-OF-POCKET EXPENSES OF FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018 PJT Partners LP ( PJT ), investment banker to the above-captioned debtors and debtorsin-possession (collectively, the Debtors ), submits for review its statement of fees and out-ofpocket expenses (the Monthly Fee Statement ) for the period of February 1, 2018 through February 28, 2018 (the Tenth Compensation Period ), in accordance with the Procedures Order (as hereinafter defined). In support of this Monthly Fee Statement, PJT states as follows: I. Background 1. On March 29, 2017 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq., as amended (the Bankruptcy Code ). The Debtors continue to operate their businesses and 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster, Inc. d/b/a WECTEC Global Project Services Inc. (8572), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066.
Pg 2 of 17 manage their properties as debtors-in-possession pursuant to 1107(a) and 1108 of the Bankruptcy Code. 2. On April 4, 2017, the Debtors filed the Application of Debtors Pursuant to 11 U.S.C. 327(a) and 328(a), Fed. R. Bankr. P. 2014(a) and 2016, and Local Rules 2014-1 and 2016-1 for Authority to Employ and Retain PJT Partners LP as Investment Banker for the Debtors Nunc Pro Tunc to the Petition Date [Docket No. 109] (the Retention Application ), pursuant to which the Debtors sought authority to retain and employ PJT as its investment banker pursuant to the terms of an engagement agreement (the Engagement Letter ) dated March 8, 2017. A copy of the Engagement Letter was attached to the Retention Application. 2 3. On May 24, 2017, this Court entered the Order Pursuant to 11 U.S.C. 105(a), 330, 331, Fed. R. Bankr. P. 2016, and Local Rule 2016-1 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 544] (the Procedures Order ) establishing procedures for interim compensation and reimbursement of expenses for professionals. 4. On June 1, 2017, this Court entered the Order Pursuant to 11 U.S.C. 327(a) and 328(a), Fed. R. Banr. P. 2014, and Local Rule 2014-1 (I) Authorizing the Employment and Retention of PJT Partners LP as Investment Banker, Nunc Pro Tunc to the Petition Date, and (II) Waiving Information Requirements of Local Rule 2016-2(D) [Docket No. 639] (the Retention Order ) approving the Retention Application and authorizing the retention and employment of PJT nunc pro tunc to March 29, 2017, pursuant to the terms of the Engagement Letter. 2 Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Engagement Letter. 2
Pg 3 of 17 II. PJT s Request for Compensation and Reimbursement of Out-of-Pocket Expenses 5. For the Tenth Compensation Period, PJT (a) (i) earned a monthly fee in the amount of $275,000.00, and (ii) is entitled to the reimbursement of out-of-pocket expenses incurred in the amount of $4,137.84, and (b) in accordance with the Procedures Order, seeks payment in the amount of $224,137.84 (representing 80% of the total amount of PJT s earned monthly fee, and 100% of the total amount of out-of-pocket expenses incurred by PJT during the Tenth Compensation Period). 6. An invoice detailing the monthly fee earned and out-of-pocket expenses incurred by PJT during the Tenth Compensation Period is attached hereto as Appendix A. A summary of all compensation earned and out-of-pocket expenses incurred during the Tenth Compensation Period is outlined below: Holdbacks @ Monthly Fee, Out-Of-Pocket Tenth Compensation Period Monthly Fee 20% Less Holdbacks Expenses Amount(s) Due February 1 28, 2018 $275,000.00 ($55,000.00) $220,000.00 $4,137.84 $224,137.84 7. The amount of compensation and out-of-pocket expenses sought in this Monthly Fee Statement and PJT s compensation practices are consistent with market practices both in and out of a bankruptcy context. PJT has never billed its clients based on the number of hours expended by its professionals. Accordingly, PJT does not have hourly rates for its professionals and PJT s professionals generally do not maintain detailed time records of the work performed for its clients. PJT has, however, maintained contemporaneous time in one-half hour increments. Time records of the 179.0 hours expended by PJT professionals in providing investment banking services to the Debtors during the Tenth Compensation Period are provided in Appendix B. 8. A summary of the total amount of hours expended by PJT professionals during the Tenth Compensation Period is provided below: 3
Pg 4 of 17 Hours Expended By Professional Professional Title Total Hours Timothy R. Coleman Partner 12.0 Mark Buschmann Partner 25.5 John Singh Managing Director 16.0 Harold Kim Vice President 60.5 Jon Walters Vice President 28.5 Kevin Li Analyst 36.5 Total Hours 179.0 III. Payments Requested 9. Pursuant to the Retention Order and the Procedures Order, with respect to: (a) PJT s monthly fee in the amount of $275,000.00, and (b) the reimbursement of PJT s out-ofpocket expenses in the amount of $4,137.84, in each case earned or incurred during the Tenth Compensation Period, PJT hereby requests that the Debtors make the following payments to PJT: Monthly Fee $275,000.00 Less: 20% Holdback (55,000.00) Out-Of-Pocket Expenses 4,137.84 Total Amount Due $224,137.84 Dated: March 29, 2018 By: /s/ Mark Buschmann Mark Buschmann Partner 4
Pg 5 of 17 APPENDIX A
Pg 6 of 17 Daniel Sumner Vice President, Finance Westinghouse Electric Company LLC 1000 Westinghouse Drive Cranberry Township, PA 16066 March 29, 2018 Monthly Fee for the period of February 1, 2018 through February 28, 2018: $ 275,000.00 Less: Holdback @ 20% (55,000.00) Out-of-pocket expenses processed through February 28, 2018: (1) Ground Transportation $ 3,653.16 Meals 424.68 Lodging 60.00 4,137.84 Total Amount Due $ 224,137.84 Invoice No. 10005848 (1) Expenses incurred, but not yet processed due to timing differences will be billed at a later date. PJT Partners LP 280 Park Avenue New York, NY 10017 212 364-78000
Pg 7 of 17 Westinghouse Summary of Expenses GL Detail Total Feb-18 Expenses Ground Transportation $ 3,653.16 $ 3,653.16 Employee Meals 424.68 424.68 Lodging 60.00 60.00 Total $ 4,137.84 $ 4,137.84 Ground Transportation $ 3,653.16 Meals 424.68 Lodging 60.00 Total Expenses $ 4,137.84
Pg 8 of 17 Westinghouse Details of Expenses Processed Through February 28, 2018 Invoice No. 10005848 Ground Transportation Buschmann (taxi to client meeting in New York, NY from office) 01/03/18 7.88 Buschmann (taxi to office from client meeting in New York, NY) 01/04/18 10.35 Buschmann (early morning car service to office from home for client meeting) 01/09/18 154.78 Buschmann (taxi to office from client meeting in New York, NY) 01/18/18 8.15 Buschmann (taxi to office from Court hearing in New York, NY) 01/19/18 24.10 Coleman (round trip car service to/from client meeting in New York, NY from/to home) 11/22/17 296.74 Coleman (car service to LaGuardia Airport in Queens, NY from client meeting in New York, NY) 10/24/17 90.77 Coleman (car service home from client meeting in New York, NY) 02/06/18 142.73 Coleman (car service to client meeting in New York, NY from home) 02/06/18 168.36 Singh (weeknight taxi home from office after working late) 11/01/17 9.75 Walters (weeknight car service home from office after working late) 08/23/17 131.71 Walters (weeknight car service home from office after working late) 08/24/17 157.34 Walters (weeknight car service home from office after working late) 10/30/17 133.51 Walters (car service to LaGuardia Airport in Queens, NY from office for M. Sweeney & S. Sumner) 11/02/17 70.58 Walters (weeknight car service home from office after working late) 11/10/17 220.46 Walters (weeknight car service home from office after working late) 11/13/17 159.13 Walters (weeknight car service home from office after working late) 11/14/17 148.63 Walters (early morning car service to office from home from client meeting) 11/17/17 157.34 Walters (weekend car service home from office) 11/19/17 157.34 Walters (car service to LaGuardia Airport in Queens, NY from office for M. Sweeney) 11/21/17 84.62 Walters (weeknight car service home from office after working late) 11/27/17 133.51 Walters (weeknight car service home from office after working late) 11/28/17 212.43 Walters (weeknight car service home from office after working late) 11/30/17 157.34 Walters (weeknight car service home from office after working late) 12/01/17 157.34 Walters (taxi to client meeting in New York, NY from office) 12/03/17 13.10 Walters (taxi to office from client meeting in New York, NY) 12/03/17 15.81 Walters (weekend car service home from office) 12/03/17 157.34 Walters (weeknight car service home from office after working late) 12/06/17 157.34 Walters (weeknight car service home from office after working late) 12/11/17 157.34 Walters (weeknight car service home from office after working late) 12/13/17 157.34 Subtotal - Ground Transportation 3,653.16 Employee Meals Buschmann (weeknight working dinner meal @ office while working late) 10/23/17 11.90 Buschmann (weeknight working dinner meal for M. Buschmann, M. Singh, H. Kim & K. Li in New York, NY) 01/08/18 80.00 Li (weeknight working dinner meal @ office while working late) 01/23/18 20.00 Li (weeknight working dinner meal @ office while working late) 02/06/18 20.00 Walters (weeknight working dinner meal @ office while working late) 08/01/17 18.78 Walters (weeknight working dinner meal @ office while working late) 08/03/17 11.98 Walters (weeknight working dinner meal @ office while working late) 08/16/17 20.00 Walters (weeknight working dinner meal @ office while working late) 08/23/17 19.76 Walters (weeknight working dinner meal @ office while working late) 11/02/17 31.92 Walters (weekend working dinner meal @ office while working late) 11/19/17 20.00 Walters (weeknight working dinner meal @ office while working late) 11/21/17 20.00 Walters (weeknight working dinner meal @ office while working late) 11/27/17 14.43 Walters (weeknight working dinner meal @ office while working late) 12/04/17 20.00 Walters (weeknight working dinner meal @ office while working late) 12/05/17 20.00 Walters (weeknight working dinner meal @ office while working late) 12/06/17 20.00 Walters (weeknight working dinner meal @ office while working late) 12/12/17 20.00 Walters (weeknight working dinner meal @ office while working late) 12/18/17 18.78 Walters (weeknight working dinner meal @ office while working late) 12/19/17 17.13 Walters (weeknight working dinner meal @ office while working late) 12/26/17 20.00 Subtotal - Employee Meals 424.68 Lodging Buschmann (travel agency fee for hotel change during stay in London, UK on 11/26-11/27/17) 11/26/17 60.00 Subtotal - Lodging 60.00 Total Expenses $ 4,137.84 Page 3 of 3
Pg 9 of 17 APPENDIX B
Pg 10 of 17 SUMMARY OF HOURS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018 Professional Title Hours Timothy Coleman Partner 12.0 Mark Buschmann Partner 25.5 John Singh Managing Director 16.0 Harold Kim Vice President 60.5 Jon Walters Vice President 28.5 Kevin Li Analyst 36.5 Total 179.0
Pg 11 of 17 HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation Tim Coleman 02/06/18 1.0 Call with Special Committee Tim Coleman 02/07/18 0.5 Call with DIP Lender Tim Coleman 02/07/18 0.5 Discussion with Weil Tim Coleman 02/08/18 1.0 Call with Special Committee Tim Coleman 02/12/18 0.5 Call with Special Committee Tim Coleman 02/13/18 0.5 Call with Special Committee Tim Coleman 02/13/18 0.5 Call with Interested Party Tim Coleman 02/14/18 0.5 Refinancing discussion Tim Coleman 02/16/18 1.0 Refinancing due diligence call Tim Coleman 02/17/18 1.0 Refinancing due diligence call Tim Coleman 02/27/18 3.0 Calls with advisors Tim Coleman 02/28/18 2.0 Board call; calls with advisors 12.0 Page 2 of 8
Pg 12 of 17 HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation Mark Buschmann 02/05/18 0.5 Internal meeting Mark Buschmann 02/05/18 1.0 Review of financing materials Mark Buschmann 02/06/18 0.5 Internal meeting Mark Buschmann 02/06/18 1.0 Call with Special Committee Mark Buschmann 02/07/18 0.5 Call with DIP Lender Mark Buschmann 02/07/18 0.5 Discussion with Weil Mark Buschmann 02/07/18 0.5 Review of Alix materials Mark Buschmann 02/08/18 1.0 Call with Special Committee Mark Buschmann 02/11/18 0.5 Internal team call Mark Buschmann 02/12/18 0.5 Call with Special Committee Mark Buschmann 02/12/18 0.5 Internal meeting Mark Buschmann 02/13/18 0.5 Call with Special Committee Mark Buschmann 02/13/18 0.5 Call with Interested Party Mark Buschmann 02/13/18 0.5 Review of financing materials Mark Buschmann 02/14/18 0.5 Refinancing discussion Mark Buschmann 02/16/18 1.0 Refinancing due diligence call Mark Buschmann 02/17/18 1.0 Refinancing due diligence call Mark Buschmann 02/20/18 0.5 Internal meeting Mark Buschmann 02/21/18 0.5 Advisor call Mark Buschmann 02/21/18 0.5 Internal meeting Mark Buschmann 02/21/18 0.5 Review of counsel communication Mark Buschmann 02/22/18 3.0 Review of financing proposals Mark Buschmann 02/23/18 0.5 Call re financing Mark Buschmann 02/24/18 0.5 Call with Special Committee member and Milbank Mark Buschmann 02/25/18 1.0 Call with Special Committee Mark Buschmann 02/25/18 0.5 Call with Special Committee member Mark Buschmann 02/25/18 0.5 Call with financing party Mark Buschmann 02/26/18 0.5 Call with Weil Mark Buschmann 02/26/18 1.0 Review of financing proposals Mark Buschmann 02/27/18 0.5 Call with Weil Mark Buschmann 02/27/18 0.5 Internal PJT mtg Mark Buschmann 02/27/18 0.5 Call with Citibank Mark Buschmann 02/27/18 1.0 Call with Advisors re claims Mark Buschmann 02/27/18 1.0 Preparation of BOD materials Mark Buschmann 02/28/18 1.0 Call with Board of Directors Page 3 of 8
Pg 13 of 17 HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation Mark Buschmann 02/28/18 0.5 Internal meeting 25.5 Page 4 of 8
Pg 14 of 17 HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation John Singh 02/05/18 0.5 Internal meeting John Singh 02/05/18 1.0 Review of financing materials John Singh 02/06/18 0.5 Internal meeting John Singh 02/06/18 1.0 Call with Special Committee John Singh 02/07/18 0.5 Call with DIP Lender John Singh 02/07/18 0.5 Discussion with Weil John Singh 02/07/18 0.5 Review of Alix materials John Singh 02/08/18 1.0 Call with Special Committee John Singh 02/11/18 0.5 Internal team call John Singh 02/12/18 0.5 Call with Special Committee John Singh 02/12/18 0.5 Internal meeting John Singh 02/13/18 0.5 Call with Special Committee John Singh 02/13/18 0.5 Call with Interested Party John Singh 02/13/18 0.5 Review of financing materials John Singh 02/14/18 0.5 Refinancing discussion John Singh 02/16/18 1.0 Refinancing due diligence call John Singh 02/17/18 1.0 Refinancing due diligence call John Singh 02/19/18 1.5 Review of internal materials John Singh 02/20/18 0.5 Internal meeting John Singh 02/27/18 3.0 Calls with advisors 16.0 Page 5 of 8
Pg 15 of 17 HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation Harold Kim 02/02/18 0.5 Call with advisors Harold Kim 02/02/18 1.5 Review process materials Harold Kim 02/03/18 1.0 Review process materials Harold Kim 02/04/18 1.0 Calls with company, advisors Harold Kim 02/06/18 2.0 Meetings, calls with advisors Harold Kim 02/07/18 1.5 Call with advisors Harold Kim 02/07/18 2.0 Claims meeting Harold Kim 02/07/18 1.0 Call with advisors Harold Kim 02/07/18 1.5 Review materials Harold Kim 02/08/18 1.0 Special Committee call Harold Kim 02/09/18 1.0 Call with advisors Harold Kim 02/12/18 1.0 Special Committee call Harold Kim 02/12/18 3.0 Review materials Harold Kim 02/13/18 1.0 Call with advisors Harold Kim 02/13/18 1.0 Special Committee call Harold Kim 02/16/18 2.0 DIP diligence calls Harold Kim 02/17/18 2.0 DIP diligence calls Harold Kim 02/18/18 1.5 DIP diligence calls Harold Kim 02/19/18 2.5 Calls with advisors, external parties Harold Kim 02/19/18 1.0 Review documents Harold Kim 02/20/18 2.0 Calls with advisors, external parties Harold Kim 02/20/18 2.5 Review documents Harold Kim 02/21/18 1.5 Calls with advisors Harold Kim 02/22/18 5.0 Review documents and analysis Harold Kim 02/23/18 3.0 Calls with advisors, external parties Harold Kim 02/23/18 1.5 Review analysis Harold Kim 02/24/18 1.0 Review analysis Harold Kim 02/24/18 0.5 Call with advisors Harold Kim 02/25/18 2.0 Calls with advisors Harold Kim 02/26/18 4.0 Review documents, analysis and materials Harold Kim 02/27/18 2.0 Review and prepare materials Harold Kim 02/27/18 3.0 Calls with advisors Harold Kim 02/28/18 2.0 Board call; calls with advisors Harold Kim 02/28/18 1.5 Review documents 60.5 Page 6 of 8
Pg 16 of 17 HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation Jon Walters 02/02/18 0.5 Call with advisors Jon Walters 02/04/18 1.0 Advisor DIP call Jon Walters 02/06/18 1.0 Advisor DIP call Jon Walters 02/07/18 1.5 Call with advisors Jon Walters 02/07/18 1.0 Call with advisors Jon Walters 02/07/18 0.5 Review materials Jon Walters 02/08/18 1.0 Special Committee call Jon Walters 02/09/18 1.0 Call with advisors Jon Walters 02/12/18 1.0 Special Committee call Jon Walters 02/13/18 1.0 Call with advisors Jon Walters 02/13/18 1.0 Special Committee call Jon Walters 02/16/18 1.0 DIP diligence call Jon Walters 02/17/18 2.0 DIP diligence calls Jon Walters 02/18/18 1.0 DIP diligence call Jon Walters 02/19/18 0.5 Call with external parties Jon Walters 02/20/18 1.0 Review documents Jon Walters 02/21/18 1.5 Calls with advisors Jon Walters 02/22/18 5.0 Review documents and analysis Jon Walters 02/23/18 0.5 Call with advisors Jon Walters 02/24/18 0.5 Call with advisors Jon Walters 02/25/18 2.0 Calls with advisors Jon Walters 02/26/18 0.5 Review materials Jon Walters 02/27/18 0.5 Review materials Jon Walters 02/28/18 2.0 Board call; calls with advisors 28.5 Page 7 of 8
Pg 17 of 17 HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation Kevin Li 02/04/18 1.0 Advisor DIP call Kevin Li 02/06/18 1.0 Internal meeting Kevin Li 02/06/18 1.0 Advisor DIP call Kevin Li 02/06/18 2.5 DIP materials preparation Kevin Li 02/07/18 1.5 Advisor DIP call Kevin Li 02/07/18 2.0 Claims meeting Kevin Li 02/07/18 1.0 Advisor DIP call Kevin Li 02/07/18 1.5 DIP materials preparation Kevin Li 02/08/18 1.0 Special Committee DIP call Kevin Li 02/09/18 1.0 Advisor DIP call Kevin Li 02/12/18 1.0 Special Committee DIP call Kevin Li 02/12/18 3.0 DIP materials preparation Kevin Li 02/13/18 1.0 Advisor DIP call Kevin Li 02/13/18 1.0 Special Committee DIP call Kevin Li 02/17/18 1.0 DIP diligence call Kevin Li 02/17/18 1.5 DIP materials preparation Kevin Li 02/18/18 1.0 DIP diligence call Kevin Li 02/18/18 2.0 DIP diligence material review Kevin Li 02/19/18 1.0 DIP diligence call re: EMEA Kevin Li 02/19/18 1.0 DIP diligence call re: cash flow Kevin Li 02/20/18 3.0 Claims meeting Kevin Li 02/20/18 3.5 DIP materials preparation Kevin Li 02/23/18 3.0 Advisor DIP calls 36.5 Page 8 of 8