final application of alixpartners, llp, financial …€¦ · final application of alixpartners,...

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

HEXION TOPCO LLC, et al.,1

Reorganized Debtors.

Chapter 11

Case No. 19-10684 (KG)

(Jointly Administered)

Hearing Date: September 23, 2019 at 11:00 a.m. (ET) Objections Due: September 5, 2019 at 4:00 p.m. (ET)

FINAL APPLICATION OF ALIXPARTNERS, LLP, FINANCIAL ADVISOR TO THE REORGANIZED DEBTORS FOR ALLOWANCE OF COMPENSATION FOR SERVICES

RENDERED AND FOR REIMBURSEMENT OF EXPENSES FOR THE PERIOD APRIL 1, 2019 THROUGH JULY 1, 2019

Name of Applicant: AlixPartners, LLP

Applicant’s Role in Case: Financial Advisor to the above-captioned Debtors

Date Order of Employment Signed: May 1, 2019, Nunc Pro Tunc to April 1, 2019, [Docket No. 283]

Summary of Total Fees and Expenses Requested During the Final Period:

Time period covered by this Final Fee Application:

Beginning of Period End of Period

April 1, 2019 July 1, 2019

Total fees requested in this Final Application:

$4,474,202.50

Total expenses requested in this Final Application:

$268,619.33

Total Amount of Final Compensation of Fees and Expenses:

$4,742,821.83

1 The Reorganized Debtors in these cases, along with the last four digits of each Reorganized Debtors’ federal tax identification number, are Hexion TopCo, LLC (f/k/a Hexion Holdings LLC) (6842) and Hexion Inc. (1250). The address of the Reorganized Debtors’ corporate headquarters is 180 East Broad Street, Columbus, Ohio 43215.

Case 19-10684-KG Doc 1113 Filed 08/15/19 of 17

2

Blended hourly rate for fees incurred during the Final Period:

$657.56

Summary of Prior Payments & Outstanding Amount Due AlixPartners’ During the Final Period:

Total allowed compensation paid to date: $2,776,684.80

Total allowed expenses paid to date: $204,694.18

Total Amount of Final Compensation of Fees and Expenses Due & Owing to AlixPartners:

$1,761,442.85

This is a(n): Monthly Application Interim Application X Final Application


3

ALIXPARTNERS, LLP

SUMMARY OF FEE APPLICATIONS

Date Filed; Period Certificate of Amount

Docket No Covered Fees Expenses Fees Expenses No Objection Outstanding

5/22/2019 4/1/2019 - 6/13/2019

Docket #442 4/30/2019 Docket #717

6/27/2019 5/1/2019 - 7/19/2019

Docket #950 5/31/2019 Docket #1077

7/25/2019 6/1/2019 -

Docket #1092 7/1/2019

$4,474,202.50 $268,619.33 ($2,776,684.80) ($204,694.18) $1,761,442.85Total

$386,283.30

$1,539,439.50 $101,007.92 ($1,231,551.60) ($101,007.92) $307,887.90

$1,003,346.50 $63,925.15 $0.00 $0.00 $1,067,271.65

Requested Paid

$1,931,416.50 $103,686.26 ($1,545,133.20) ($103,686.26)


4

ALIXPARTNERS, LLP

SUMMARY OF HOURS AND FEES BY PROFESSIONAL DURING THE FINAL PERIOD

APRIL 1, 2019 THROUGH JULY 1, 2019

Professional Title RateTotal Hours

During PeriodTotal Fees

During PeriodRandall S Eisenberg Managing Director $1,140 388.2 $442,548.00Barry Folse Managing Director $1,080 145.0 $156,600.00Stephen Spitzer Managing Director $1,015 458.7 $465,580.50Raymond J Adams Director $775 405.0 $313,875.00Josiah P Brand Director $830 536.3 $445,129.00Gabriel J Koch Director $830 86.3 $71,629.00John Creighton Director $775 502.7 $389,592.50James G McGlynn Director $775 499.1 $386,802.50Mark Sinjakli Director $775 68.8 $53,320.00Morris Alhale Senior Vice President $725 720.3 $522,217.50Clint T Neider Senior Vice President $615 551.4 $339,111.00Kaitlyn A Sundt Senior Vice President $490 5.1 $2,499.00Hsiang-Yun Chen Vice President $565 585.3 $330,694.50Wilmer Cerda Vice President $480 219.8 $105,504.00Julie A Doherty Vice President $480 535.1 $256,848.00Patrick H Fan Vice President $480 511.4 $245,472.00Daniel J Law Vice President $440 555.1 $244,244.00Tammy Brewer Vice President $430 11.2 $4,816.00Lisa Marie Bonito Associate $430 10.0 $4,300.00Marianne M London Associate $360 9.5 $3,420.00Total Professional Fees & Hours 6,804.3 $4,784,202.50Less Fee Accomodation (inclusive of 50% Travel Fees) ($310,000.00)Net Amount $4,474,202.50

Average Billing Rate $657.56


5

ALIXPARTNERS, LLP

SUMMARY OF HOURS AND FEES BY MATTER CATEGORY DURING THE FINAL PERIOD


Code Matter Category

Total Hours During Period

Total Fees During Period

101 Case Management 58.2 $45,618.00102 Business Operations & Analysis 293.8 $260,619.00103 Court/UST Reporting & Tracking of First Day Motions 1213.1 $837,964.00104 Claims Administration 171.6 $113,955.00105 Plan and Disclosure Statement 810.3 $615,817.50106 Cash Management / Cash Collateral 863.1 $550,429.00107 Vendor Management 1647.6 $1,073,481.50108 Fee Application / Retention & Disclosure Reports 155.7 $106,455.50109 Vendor Call Center 181.8 $117,212.50110 Creditor Constituency Diligence & Meetings 143.3 $124,721.00111 Emergence Activity & Exit Financing 521.2 $412,624.00150 Travel 744.6 $525,305.50

Total Professional Fees & Hours 6,804.3 $4,784,202.50Less Fee Accomodation (inclusive of 50% Travel Fees) ($310,000.00)Total Fees $4,474,202.50

Average Billing Rate 657.56$


6

ALIXPARTNERS, LLP

SUMMARY OF EXPENSES DURING THE FINAL PERIOD


Expense Category

Total Expenses During Period

Airfare 111,366.95$

Ground Transportation 30,046.02$

Phone/Internet 1,389.78$

Lodging 103,187.77$

Meals 22,628.81$

Total 268,619.33$


1


In re: HEXION TOPCO LLC, et al.,1 Reorganized Debtors.

Chapter 11 Case No. 19-10684 (KG) (Jointly Administered) Hearing Date: September 23, 2019 at 11:00 a.m. (ET) Objections Due: September 5, 2019 at 4:00 p.m. (ET)

FINAL APPLICATION OF ALIXPARTNERS, LLP, FINANCIAL ADVISOR TO THE REORGANIZED DEBTORS FOR ALLOWANCE OF COMPENSATION FOR SERVICES

RENDERED AND FOR REIMBURSEMENT OF EXPENSES FOR THE PERIOD APRIL 1, 2019 THROUGH JULY 1, 2019

AlixPartners, LLP (“AlixPartners”), as financial advisor to Hexion Topco LLC (fka Hexion

Holdings LLC) and its affiliates (the “Reorganized Debtors”), submits its final application (the

“Application”) for allowance of compensation for services rendered and for reimbursement of

expenses incurred for the period of April 1, 2019 through July 1, 2019 (the “Final Period”). In

support of this Application, AlixPartners respectfully states as follows:

Jurisdiction and Venue

1. The United States Bankruptcy Court for Delaware (the “Court”) has jurisdiction over

this matter pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. §

157(b)(2).



2

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

3. The basis for relief requested herein are sections 330 and 331 of title 11 of the United

States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), Rule 2016-2 of the Local Bankruptcy Rules for the District of Delaware (the

“Local Bankruptcy Rules”), and the Order Establishing Procedures for Interim Compensation and

Reimbursement of Professionals dated May 1, 2019 [Docket No. 292] (the “Interim Compensation

Order”).

Background

4. On April 1, 2019, (the “Petition Date”), each of the Reorganized Debtors filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code, thereby commencing the above-

captioned Chapter 11 Cases (the "Chapter 11 Cases").

5. On April 10, 2019, the Office of the United States Trustee for the District of Delaware

(the “U.S. Trustee”) appointed the Official Committee of Unsecured Creditors (the “Committee”)

[Docket No. 148]

6. On June 20, 2019, the Reorganized Debtors’ filed their Second Amended Joint Chapter

11 Plan of Reorganization of Hexion Holdings LLC and Its Debtor Affiliates Under Chapter 11 of the

Bankruptcy Code (as may be modified, amended, or supplemented in accordance with its terms)

[Docket No. 833].

7. On June 24, 2019, the Plan of Reorganization was confirmed and on June 25, 2019, the

Court entered the Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint

Chapter 11 Plan of Reorganization of Hexion Holdings LLC and Its Debtor Affiliates Under Chapter

11 of the Bankruptcy Code (the “Confirmation Order”) [Docket No. 920].


3

8. On July 1, 2019, the Reorganized Debtors filed the Notice of Entry of Order Confirming

And Effective Date Under Second Amended Joint Chapter 11 Plan of Reorganization of Hexion

Holdings LLC And Its Debtor Affiliates Under Chapter 11 The Bankruptcy Code (“Effective Date

Notice”) [Docket No. 987]. The Plan of Reorganization went effective on July 1, 2019 (the “Effective

Date”).

9. Pursuant to the Plan of Reorganization, Confirmation Order, and Effective Date Notice,

all professionals requesting compensation for services rendered in connection with the Chapter 11

Cases prior to the Effective Date must file with the Bankruptcy Court, and serve on the Reorganized

Debtors, an application for the allowance of final compensation and reimbursement of expenses in the

Chapter 11 Cases on or before August 15, 2019.

AlixPartners’ Retention

10. On January 11, 2019, the Reorganized Debtors executed an engagement letter (the

“Engagement Letter”) setting forth the terms, conditions, compensation and scope of services to be

provided by AlixPartners.

11. On April 10, 2019, the Reorganized Debtors filed the Application for Entry of an Order

Authorizing the Employment and Retention of AlixPartners, LLP as Financial Advisor for the Debtors

Nunc Pro Tunc to the Petition Date [Docket No. 151] (the “Retention Application”).

12. On May 1, 2019, the Bankruptcy Court entered the Order Authorizing the Employment

and Retention of AlixPartners, LLP as Financial Advisor for the Debtors, Nunc Pro Tunc to the

Petition Date [Docket No. 283] (the “Retention Order”).

13. The Retention Order authorized AlixPartners to be compensated pursuant to the

procedures set forth in the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Interim

Compensation Order and any other applicable orders of this Court.


4

AlixPartners’ Final Application for Compensation and for Reimbursement of Expenses

Monthly Fee Applications Covered During the Final Period

14. AlixPartners’ is seeking final allowance of compensation in the amount of

$4,474,202.50, reimbursement of actual and necessary out-of-pocket expenses in the amount of

$268,619.33, for a total allowance of $4,742,821.83 for the Final Period.

15. AlixPartners’ filed three monthly fee applications (the “Monthly Fee Applications”),

as noted below:

16. AlixPartners’ Monthly Fee Applications covering the Final Period have been filed and

served pursuant to the Interim Compensation Order.

17. The Monthly Fee Applications covered during the Final Period contain detailed daily

time logs describing the actual and necessary services provided by AlixPartners and a detailed analysis

of the out-of-pocket expenses incurred which are filed on the court docket.

18. During the Final Period, AlixPartners received the sum of $2,776,684.80 for

professional services rendered, and the amount of $204,694.18 for necessary out-of-pocket expenses

pursuant to the Monthly Fee Applications.

Date Filed; Period Amount

Docket No Covered Fees Expenses Fees Expenses Outstanding

5/22/2019 4/1/2019 -

Docket #442 4/30/2019

6/27/2019 5/1/2019 -

Docket #950 5/31/2019

7/25/2019 6/1/2019 -

Docket #1092 7/1/2019

$4,474,202.50 $268,619.33 ($2,776,684.80) ($204,694.18) $1,761,442.85

Requested Paid

$1,931,416.50 $103,686.26 ($1,545,133.20) ($103,686.26)

Total

$386,283.30

$1,539,439.50 $101,007.92 ($1,231,551.60) ($101,007.92) $307,887.90

$1,003,346.50 $63,925.15 $0.00 $0.00 $1,067,271.65


5

19. AlixPartners maintains a retainer in the amount of $350,000.00 to be applied to the

allowed professional fees and out-of-pocket expenses.

Summary of Services Provided

20. Summarized below is a description of the services provided by AlixPartners on behalf

of the Reorganized Debtors during the Final Period in each service area. Each of these efforts directly

contributed to the success of the Reorganized Debtors’ reorganization in a tangible, measurable

manner and allowed the Reorganized Debtors’ to confirm the Plan of Reorganization on June 24, 2019

and emerge from Chapter 11 on July 1, 2019.

Matter Code 101: Case Management

AlixPartners incurred 58.2 hours and fees of $45,618.00 on matters related to case

management. This involved resource planning and engagement execution; resulting in

efficient management of workstreams during the pendency of the Chapter 11 proceeding.

Matter Code 102: Business Operations & Analysis

AlixPartners incurred 293.8 hours and fees of $260,619.00 on matters related to guiding the

Reorganized Debtors’ management through the restructuring process and addressing the

impact of the bankruptcy and the restructuring on the Reorganized Debtors’ business

operations. AlixPartners assisted management with analyzing various projects; such as

alternative tax structures and post-emergence legal entity structures. In addition, services

included preparing for and participating in working sessions with the Reorganized Debtors’

operations and finance teams to focus on the business operations over the pendency of the

case. These services were essential for ensuring the Reorganized Debtors and its advisors

were aware of and addressing the various issues and risks impacting the business operations.


6

Matter Code 103: Court/UST Reporting & Tracking of First Day Motions

AlixPartners incurred 1,213.1 hours and fees of $837,964.00 on matters related to bankruptcy

reporting. Services involved assisting with the preparation of various motions, including first

and second day motions, assisting management in preparing for court hearings, including the

341 meeting, tracking payments under the various “first day” and “second day” orders, assist

in preparing the monthly operating reports and other required court reports, and coordinating

with the U.S. Trustee. In addition, services included developing and maintaining a database

of financial information required for preparing the Statements of Financial Affairs and

Schedules of Assets and Liabilities for each of the Reorganized Debtors’ legal entities and

managing the preparation of those reports. These services were essential for being to compile

the voluminous financial and other information required to be filed with the Court. Services

were also provided to manage and review executory contracts, a contract database, and

prepare contract cure amounts. All of these services were necessary for the Reorganized

Debtors to meet the various reporting requirements under Chapter 11 as well as complete the

extensive reporting required under the accelerated confirmation and emergence deadlines.

Matter Code 104: Claims Administration

AlixPartners incurred 171.6 hours and fees of $113,955.00 on matters related to claims

administration. These services involved reviewing and reconciling contract cure objections

with the Reorganized Debtors’ management and counsel, preparing materials to respond to

claimants, tracking transferred claims, and reviewing lease rejections and their potential

impact on the business operations. These services were important for the Reorganized

Debtors to properly assess and pay these claims. The services assisted the Reorganized

Debtors with efficiently reviewing and reconciling contract cure objections as well as


7

analyzing lease rejection claims; all of which was necessary to emerge in an accelerated

timeframe and fulfill the obligations of the Reorganized Debtors to these claimants.

Matter Code 105: Plan and Disclosure Statement

AlixPartners incurred 810.3 hours and fees of $615,817.50 on matters related to the Plan of

Reorganization and Disclosure Statement. These services involved committing on the Plan

of Reorganization, Disclosure Statement, and Supplemental filings as well as assisting with

preparing both the Financial Projections and Liquidation Analysis Exhibits incorporated into

the Disclosure Statement. AlixPartners worked closely with the Reorganized Debtors’

management team and its advisors in preparing the Financial Projections and Liquidation

Analysis Exhibits for the Disclosure Statement for purposes of demonstrating that the Plan

of Reorganization met the feasibility and best-interest test requirements. In addition, services

were rendered to assist with preparing various presentations and reports for management and

other advisors to support restructuring discussions with various stakeholders. These services

were essential to achieving a confirmed Plan of Reorganization and on an accelerated

timeline.

Matter Code 106: Cash Management and Cash Collateral

AlixPartners incurred 863.1 hours and fees of $550,429.00 on matters related to cash

management and forecasting. These services involved developing and maintaining a

weekly cash forecast model, preparing cash flow reports required under the debtor-in-

possession (“DIP”) credit agreement, providing support for the interim and final DIP

hearings, and assisting management with information requests from the DIP lenders. These

services enabled the Reorganized Debtors to effectively understand and manage their daily


8

cash flow needs, secure and remain compliant with their post-petition financing, and

continue operating their business in the normal course without disruption.

Matter Code 107: Vendor Management

AlixPartners incurred 1,647.6 hours and fees of $1,073,481.50 on matters related to vendor

management. This involved coordinating vendor communications, advising management

regarding the negotiation of vendor trade agreements, developing periodic reports tracking

vendor payment approvals and vendor payments, and managing communications with the

vendor constituents. In addition, services were provided to assist with the accounting cut-off

and processing of post-petition payments, including implementation of manual work arounds

due to a system outage. The implementation of the manual work around for tracking and

approving vendor payments required regular meetings with management to ensure vendor

payments were processed correctly and efficiently. These services allowed the Reorganized

Debtors to maintain a continuous supply of products and services to its customers; essential

for operating the Reorganized Debtors business during the Chapter 11 case.

Matter Code 108: Fee Applications / Retention & Disclosure Reports

AlixPartners incurred 155.7 hours and fees of $106,455.50 on matters related to preparing

AlixPartners’ Retention Application and supporting affidavit as well as preparing and

reviewing monthly fee applications.

Matter Code 109: Vendor Call Center

AlixPartners incurred 181.8 hours and fees of $117,212.50 on matters related to managing

the vendor call center. The vendor call center was an essential tool for maintaining vendor

support at the commencement of and during the Chapter 11 proceedings. This involved

setting up a call center and training the Reorganized Debtors’ personnel, responding to


9

vendor inquiries regarding the bankruptcy proceedings, and tracking inquiries and daily

activity for management. These services were essential for the Reorganized Debtors’ to

effectively address vendor questions, mitigate potential supplier issues, and maintain

continuity of supply to customers throughout the Chapter 11 proceeding.

Matter Code 110: Creditor Constituency Diligence & Meetings

AlixPartners incurred 143.3 hours and fees of $124,721.00 on matters related to satisfying

creditor constituents’ diligence requests through calls and meetings and supplying

information to the Unsecured Creditors Committee (“UCC”), First Lien, 1.5 Lien, and Cross-

Over lenders’ ad-hoc committees. Services included responding to information requests and

coordinating communication between the Reorganized Debtors and the various creditor

constituencies. These services ensured sufficient information was being provided to the

various creditor constituents enabling them to perform necessary analysis, make decisions

on various topics that arose, and monitor the performance of the Reorganized Debtors during

the case.

Matter Code 111: Emergence Activities & Exit Financing

AlixPartners incurred 521.2 hours and fees of $412,624.00 on matters related to emergence

activities and obtaining exit financing. These services included assisting management in

preparing materials for raising the necessary exit financing, establishing procedures for

distributions under the Plan, and managing the funds flow database for emergence activities.

These services allowed the Reorganized Debtors’ to obtain the necessary financing needed

to effectuate the Plan of Rorganization and make the necessary distributions, in a timely

manner, upon emergence.


10

Matter Code 150: Travel Time

AlixPartners incurred 744.6 hours and fees of $525,305.50 on matters related to travel to and

from the Reorganized Debtors’ offices as well as time related to travel to and from various

meetings or court hearings in Wilmington, Delaware. Time incurred under this code has been

reduced by 50% which is included in the fee accommodation.

Request for Final Approval of Fees and Expenses

21. The services provided by AlixPartners were essential to the effective administration

and progress of the Reorganized Debtors’ restructuring. AlixPartners’ services allowed the

Reorganized Debtors’ management team to focus on managing the day-to-day operations of the

business. AlixPartners performed its work efficiently and transitioned certain tasks to the

Reorganized Debtors’ management, as appropriate, to minimize costs of the bankruptcy estate.

Activities such as cash forecasting, financial modeling, negotiations with the lenders,

communications and due diligence, acting as the primary liaison between the Reorganized Debtors

and counsel in the preparation of information required for the first day motions and required Chapter

11 reporting, to name a few, were essential to an efficient administration of the estate, and in

achieving confirmation of the Plan of Reorganization in an accelerated timeframe.

22. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, the

amounts requested in this Application are fair and reasonable given (a) the complexity of these Chapter

11 cases, (b) the time expended, (c) the nature and extent of the services rendered, and (d) the value

of such services. Moreover, AlixPartners has reviewed the requirements of Delaware Local Rule 2016

and believes that this Application substantially complies with such Rule.


11

Certification

23. A Certification of Randall S. Eisenberg is attached hereto as Exhibit A.

No Prior Request

24. No prior request for the relief sought in this Application has been made to this or any

other court.

WHEREFORE, AlixPartners respectfully requests that the Court enter an order providing

that: (i) final allowance be awarded to AlixPartners for the Final Period in the amount of $4,474,202.50

as compensation for necessary professional services rendered, and reimbursement for actual and

necessary expenses incurred in the amount of $268,619.33, for a total amount of fees and expenses of

$4,742,821.83; (ii) the Reorganized Debtors be authorized and directed to pay AlixPartners the

outstanding amount of $1,761,442.85; and (iii) this Court grant AlixPartners such other and further

relief as is just and proper.

Dated: August 15, 2019 ALIXPARTNERS, LLP

909 Third Avenue, 30th Floor New York, New York 10022 /s/ Randall S. Eisenberg By: Randall S. Eisenberg Managing Director


RLF1 21884688v.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re HEXION TOPCO, LLC,1 Reorganized Debtors.

x : : : : : : : x

Chapter 11 Case No. 19-10684 (KG) (Jointly Administered) Objection Deadline: September 5, 2019 at 5:00 p.m. (ET) Hearing Date: September 23, 2019 at 11:00 a.m. (ET)

NOTICE OF FEE APPLICATION

PLEASE TAKE NOTICE that AlixPartners, LLP (the “Applicant”) has today

filed the attached Final Application of AlixPartners, LLP, Financial Advisor to the Reorganized

Debtors for Allowance of Compensation for Services Rendered and for Reimbursement of

Expenses for the Period April 1, 2019 through July 1, 2019 (the “Application”) with the United

States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application

must be made in accordance with the Order Establishing Procedures for Interim Compensation

and Reimbursement of Professionals, dated May 1, 2019 [D.I. 292], must be filed with the Clerk

of the Bankruptcy Court, 824 North Market Street, Wilmington, Delaware 19801, no later than

5:00 p.m. (Eastern Time) on September 5, 2019, and be served upon: (i) Hexion TopCo LLC,

180 East Broad Street, Columbus, Ohio 43215 (Attn: Peter Rosato ([email protected])

and Douglas Johns ([email protected])); (ii) the Office of the United States Trustee for

the District of Delaware (Attn: Linda J. Casey, Esq. ([email protected])); (iii) Latham &

Watkins LLP, 885 Third Avenue, New York, New York 10022 (Attn: George Davis


Case 19-10684-KG Doc 1113-1 Filed 08/15/19 Page 1 of 4

2 RLF1 21884688v.1

([email protected]), Andrew Parlen ([email protected]), and Hugh Murtagh

([email protected])); (iv) Latham & Watkins LLP, 330 North Wabash Avenue, Suite 2800,

Chicago, Illinois 60611 (Attn: Caroline Reckler ([email protected]), and Jason Gott

([email protected])); (v) Richards, Layton & Finger, P.A., One Rodney Square, 920 North

King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins ([email protected]), Michael J.

Merchant ([email protected]), Amanda R. Steele ([email protected]), and Brendan J. Schlauch

([email protected])); (vi) Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas,

New York, New York 10036 (Attn: Kenneth H. Eckstein ([email protected]),

Douglas H. Mannal ([email protected]), and Rachael L. Ringer

([email protected])); (vii) Bayard, P.A., 600 North King Street, Suite 400, Wilmington,

Delaware 19801 (Attn: Justin R. Alberto ([email protected]) and Erin R. Fay

([email protected])); (viii) Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, Bank

of America Tower, New York, New York 10036 (Attn: Philip C. Dublin

([email protected]) and Naomi Moss ([email protected])), counsel to the ad hoc

group of first lien noteholders; (ix) Milbank LLP, 55 Hudson Yards, New York, New York

10001 (Attn: Matthew L. Brod ([email protected]) and Brian Kinney

([email protected])), counsel to the ad hoc group of crossover noteholders; and (x) Jones

Day, 250 Vesey Street, New York, New York 10281 (Attn: Benjamin Rosenblum

([email protected]) and Jeremy D. Evans ([email protected])), counsel to the ad

hoc group of 1.5 lien Noteholders.

PLEASE TAKE FURTHER NOTICE that the Application shall be considered at

a hearing before The Honorable Kevin Gross at the Bankruptcy Court, 824 North Market Street,


3 RLF1 21884688v.1

6th Floor, Courtroom No. 3, Wilmington, Delaware 19801 on September 23, 2019 at 11:00

a.m. (prevailing Eastern Time).

Dated: August 15, 2019 Wilmington, Delaware /s/ Brendan J. Schlauch

Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Amanda R. Steele (No. 5530) Brendan J. Schlauch (No. 6115) Sarah E. Silveira (No. 6580) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Fax: (302) 651-7701 Email: [email protected] [email protected] [email protected] [email protected] [email protected] - and - George A. Davis (admitted pro hac vice) Andrew M. Parlen (admitted pro hac vice) Hugh Murtagh (admitted pro hac vice) LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 Email: [email protected] [email protected] [email protected] - and -


4 RLF1 21884688v.1

Caroline A. Reckler (admitted pro hac vice) Jason B. Gott (admitted pro hac vice) LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 Email: [email protected] [email protected]

Attorneys for the Reorganized Debtors


ALIXPARTNERS, LLP

Exhibit A

Certification of Randall S. Eisenberg


of 2


In re:

HEXION TOPCO, LLC, et al.,1

Reorganized Debtors.

Chapter 11

Case No. 19-10684 (KG)

(Jointly Administered)

CERTIFICATION OF RANDALL S. EISENBERG

I, RANDALL S. EISENBERG, declare under the penalty of perjury as follows:

1. I am a Managing Director at AlixPartners, LLP (“AlixPartners”), Financial Advisor

to Hexion TopCo, LLC (fka Hexion Holdings LLC) and its affiliates (the “Reorganized Debtors”)

in the above-captioned Chapter 11 Cases.

2. I have reviewed the Final Application of Alixpartners, LLP, Financial Advisor to the

Reorganized Debtors for Allowance of Expenses for the Period April 1, 2019 through July 1, 2019

(the “Final Application”).

3. I have reviewed Delaware Bankruptcy Local Rule 2016-2 and submit that the Final

Application substantially complies with such Rule.

4. To the best of my knowledge, information and belief formed after reasonable inquiry,

the Final Application complies with the United States Trustee Guidelines for Reviewing Applications

for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330, adopted June 17,



of 2

2013 (the “UST Guidelines”).

5. The fees and out-of-pocket expenses are billed in accordance with the billing

practices described below, and except as otherwise indicated therein fall within the UST Guidelines.

Except to the extent prohibited by the UST Guidelines, the fees and out-of-pocket expenses sought

herein have been billed in accordance with practices customarily employed by AlixPartners and

accepted by the AlixPartners’ clients.

6. With respect to expenses and reimbursable services incurred for which

reimbursement is sought, AlixPartners:

1. Does not make a profit;

2. Does not include in the amount for which reimbursement is sought theamortization of the cost of any investment, equipment or capital outlay; and

3. Seeks reimbursement of services purchased from or contracted for with a third-party vendor only in the amount billed to AlixPartners by and paid or to be paidby the Applicant to the vendor.

I certify, under penalty of perjury, that the foregoing statements made by me are true to the

best of my knowledge, information and belief.

Dated: August 15, 2019

/s/ Randall S. Eisenberg By: Randall S. Eisenberg Managing Director


final application of alixpartners, llp, financial …€¦ · final application of alixpartners,...

Documents