Case KG Doc 695 Filed 05/01/19 Page 1 of 5 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Chapter 11

(1)

1 UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

WELDED CONSTRUCTION, L.P., et al.

1

_,

Debtors.

Chapter 11 Case No. 18-12378 (KG)

(Jointly Administered)

MONTHLY STAFFING AND COMPENSATION REPORT OF

ZOLFO COOPER MANAGEMENT, LLC

FOR THE PERIOD OF MARCH 1, 2019 THROUGH MARCH 31, 2019

This is Zolfo Cooper Management, LLC’s

2

_{(“Zolfo Cooper”) Monthly Staffing and}

Compensation Report (the “Staffing Report”) for the period March 1, 2019 through March 31, 2019

(the “Fee Period”).

This Staffing Report is filed pursuant to the Order Authorizing the Debtors to (A) Employ and

Retain Zolfo Cooper Management, LLC to Provide Interim Management Services and (B) Designate

Frank Pometti as Debtors’ Chief Restructuring Officer Nunc Pro Tunc to the Petition Date [Docket

No. 236 (the “Retention Order”).

COMPENSATION STAFFING

1

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

number, are: Welded Construction, L.P. (5008) and Welded Construction Michigan, LLC (9830). The mailing

address for each of the Debtors is 26933 Eckel Road, Perrysburg, OH 43551.

2

_{On November 1, 2018, AlixPartners, LLP (“AlixPartners”), a global consulting firm headquartered in New York,}

acquired all of the membership interests of ZC Holdings, LLC (“Zolfo Cooper”) and its subsidiaries, including Zolfo

Cooper Management, LLC (the “Transaction”). Zolfo Cooper will continue to provide services to the Debtors on this

matter as Zolfo Cooper, operating as a subsidiary of AlixPartners.

Case 18-12378-KG Doc 695 Filed 05/01/19 Page 1 of 5

¨1¤q7n3%! $4«

Docket #0695 Date Filed: 05/01/2019

(2)

2 The professionals who rendered services and their function are attached hereto in Exhibit A.

The professionals who rendered services, their title, hours of services performed and the compensation

earned during the Fee Period are set forth below.

Summary of Hours by Professional

A list of matter codes and detailed description of each category is attached hereto as

Exhibit B.

Professional Fees

$

708,737.50

Less 50% Discount Travel Fees

(56,730.00)

Total Current Fees

$

652,007.50

Expenses and Other Charges

47,773.03

Total Invoice

$

699,780.53

PROFESSIONAL

APS TITLE

(1)

RATE

HOURS

FEES

(2)

Frank Pometti

Managing Director

1,015.00

124.2 $ 126,063.00

Andrew Ralph

Senior Vice President

725.00

234.6 $ 170,085.00

Sujay Cherian

Vice President

480.00

245.2 $ 117,696.00

Robell G Wondwosen

Vice President

480.00

234.7 $ 112,656.00

Tyler Xu

Consultant

425.00

227.2 $ 96,560.00

Nishat Jabin

Consultant

425.00

176.3 $ 74,927.50

Lisa Marie Bonito

Analyst

430.00

25.0 $ 10,750.00

Total Hours and Fees

1,267.2

$ 708,737.50

Less 50% Welded Travel Time

(56,730.00)

Total Professional Fees

$ 652,007.50

(2)

Travel time rates are reduced by 50%

Average Billing Rate

$

514.53

(1)

Job titles for certain positions were changed at the time of the Transaction to be consistent with AlixPartners’ standard titling structure. The positions which prior to the Transaction were titled as Analyst, Jr. Associate, Associate, Manager, Director and Senior Director are now Consultant, Vice President, Senior Vice President and Director. These new titles became effective as of the Transaction closing date of November 1, 2018.

3/1/2019 - 3/31/2019

(3)

3 Detailed time descriptions of the services performed by each professional, paraprofessional

and support person, organized by discrete project by day and the aggregate hours is attached hereto as

Exhibit C. Also included in

Exhibit C is a list of professionals, paraprofessionals and support

personnel providing services; arranged by project category, the aggregate hours and professional fees

expended by each professional, paraprofessional and support person; summarized by matter code.

Zolfo Cooper classified all services performed for which compensation is sought into separate

categories. Summarized below is a list of the number of hours expended by professionals during the

Fee Period with respect to each of the matter categories that Zolfo Cooper established in connection

with these Chapter 11 Cases:

(4)

4 Summary of Hours and Fees by Matter Category

CODE

MATTER CATEGORY

HOURS

FEES

100 Planning and Coordination

204.6 $129,616.00

101 DIP Budget Process Management

23.3 $16,892.50

102 Cash Management

149.8 $74,781.00

103 Communication with Interested Parties

56.1 $31,903.00

104 U.S. Trustee / Court Reporting Requirements

9.9 $6,270.50

105 Business Operations and Analysis

266.3 $130,015.50

106 Asset Disposition

58.5 $44,024.00

107 Executory Contracts

-

$0.00

108 Claims Administration

258.8 $144,991.50

109 Fee Statements and Fee Applications

28.6 $13,476.00

110 Retention and Engagement Administration

-

$0.00

111 Litigation

4.5 $3,307.50

129 Non-Working Travel Time

206.8 $56,730.00

1,267.2

$652,007.50

Average Billing Rate

$

514.53 3/1/2019 - 3/31/2019

(5)

5 Expenses

The total actual and necessary costs and expenses incurred by Zolfo Cooper during the Fee

Period are set forth below. A detailed analysis of the out-of-pocket expenses incurred showing the

amount incurred by each professional in each expense category by day is attached hereto as Exhibit

D. Pursuant to the Zolfo Cooper’s Retention Order, Zolfo Cooper files the Staffing Report listing:

(a) the names and functions of professionals assigned to the Debtors; (b) the compensation earned by

Zolfo Cooper during the Fee Period in the amount of $652,007.50 and reimbursement of expenses in

the amount of $47,773.03, for a total amount of $699,780.53.

Dated: May 1, 2019

FRANK POMETTI, as an Authorized

Representative of Zolfo Cooper Management, LLC

909 Third Avenue, 30th Floor

New York, New York 10022

/s/ Frank Pometti

By: Frank Pometti

Managing Director

3/1/2019 - 3/31/2019

EXPENSE CATEGORY

EXPENSE

Airfare

28,681.11

Conference Calls

212.48 Ground Transportation

5,543.65

Lodging

9,019.32

Meals

3,938.52

Meeting Expenses

100.00 Other

277.95 Total

$ 47,773.03

(6)

01:24451013.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

)

In re:

)

Chapter 11 )

WELDED CONSTRUCTION, L.P.,

et al.

,

1

)

Case No. 18-12378 (KG)

Debtors.

)

(Jointly Administered)

Obj. Deadline: May 15, 2019 at 4:00 p.m. (ET)

)

Ref. Docket No. 236

NOTICE OF FILING OF STAFFING REPORT OF ZOLFO COOPER MANAGEMENT,

LLC FOR THE PERIOD OF MARCH 1, 2019 THROUGH MARCH 31, 2019

PLEASE TAKE NOTICE that Zolfo Cooper Management, LLC (“Zolfo Cooper”) has

filed the attached monthly staffing and compensation report for the period of March 1, 2019

through March 31, 2019 (the “Staffing Report”) with the United States Bankruptcy Court for

the District of Delaware, 824 Market Street, Wilmington, Delaware 19801, with a copy to the

United States Trustee appointed in this chapter 11 case, and counsel to the Official Committee of

Unsecured Creditors pursuant to the

Order Authorizing the Debtors to (A) Employ and Retain

Zolfo Cooper Management, LLC to Provide Interim Management Services and (B) Designate

Frank Pometti as Debtors’ Chief Restructuring Officer

Nunc Pro Tunc

to the Petition Date

[Docket No. 236] (the “Retention Order”), entered

on November 15, 2018, approving the

employment of Zolfo Cooper.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Retention Order, objections

to the Staffing Report are to be filed on or before fourteen (14) days after the filing of the

Staffing Report, which date is May 15, 2019 at 4:00 p.m. (ET).

1

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

number, are: Welded Construction, L.P. (5008) and Welded Construction Michigan, LLC (9830). The mailing

address for each of the Debtors is 26933 Eckel Road, Perrysburg, OH 43551.

(7)

2

01:24451013.1

Dated: May 1, 2019

Wilmington,

Delaware

YOUNG CONAWAY STARGATT & TAYLOR, LLP

/s/ Betsy L. Feldman

M. Blake Cleary (No. 3614)

Sean M. Beach (No. 4070)

Allison S. Mielke (No. 5934)

Betsy L. Feldman (No. 6410)

Rodney

Square

1000 North King Street

Wilmington, DE 19801

Telephone:

(302)

571-6600

Facsimile: (302) 571-1253

Counsel to the Debtors

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ZOLFO COOPER MANAGEMENT, LLC

Exhibit A

Description of Primary Current Responsibilities of Principal ZC Engagement Professionals

Case 18-12378-KG Doc 695-2 Filed 05/01/19 Page 1 of 2

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ZOLFO COOPER MANAGEMENT, LLC

DESCRIPTION OF PRIMARY CURRENT RESPONSIBILITIES OF PRINCIPAL ZC ENGAGEMENT PROFESSIONALS FOR THE PERIOD MARCH 1, 2019 THROUGH MARCH 31, 2019

NAME ALIX TITLE(1) _{COMPANY TITLE} HOURLY

RATE(2) PRIMARY CURRENT RESPONSIBILITIES Frank Pometti Managing Director Chief

Restructuring Officer

$1,015 Develop and implement restructuring strategy; serve as primary contact for parties of interest; interface with the bankruptcy court, advisors to creditors and official committee of unsecured creditors; oversee development of business plan and performance award plan; lead the overall engagement

Andrew Ralph Senior Vice President

Associate Director of Restructuring

$725 Provide internal operational direction regarding the debtor's Chapter 11 process; serve as contact for parties in interest; interface with advisors to creditors and official committee of unsecured creditors; develop and manage work plan; primary point of contact with management for development of budget and business plan

Sujay Cherian Vice President Associate Director of Restructuring

$480 Assist in the tracking and monitor of equipment and asset management; oversee heavy equipment sale process; interface with advisors to creditors and official committee of unsecured creditors; assist in the preparation of court filings including MORs, Statements and Schedules

Robell Wondowsen Vice President Associate Director of Restructuring

$480 Monitor and report on debtor's customer agreement specific check runs, cash balances and secured authorized of select customers for use of cash held in trust; deliver weekly budget to actual reporting requirements

Nishat Jabin Consultant Associate Director of Restructuring

$425 Monitor and report on debtor's check runs, cash balances and authorized interim amounts per first day motions; deliver weekly budget to actual reporting requirements; assist in the preparation of court filings including MORs, Statements and Schedules

Tyler Xu Consultant Associate Director of Restructuring

$425 Assist in claims reconciliation and resolution process; provide support to Welded accounting team

Lisa Marie Bonito Associate $430 Assist with the preparation of monthly staffing reports

(2)_{Travel time rates are reduced by 50%.}

Note: The primary responsibilities of the principal ZC engagement professionals are likely to change as the Chapter 11 case progresses.

(1)_{Job titles for certain positions were changed at the time of the Transaction to be consistent with AlixPartners’ standard titling} structure. The positions which prior to the Transaction were titled as Analyst, Jr. Associate, Associate, Manager, Director and Senior Director are now Consultant, Vice President, Senior Vice President and Director. These new titles became effective as of the Transaction closing date of November 1, 2018.

(10)

ZOLFO COOPER MANAGEMENT, LLC

Exhibit B

List of Matter Codes

(11)

ZOLFO COOPER MANAGEMENT, LLC WELDED CONTRUCTION L.P.

MATTER CATEGORIES

CODE MATTER CATEGORY DESCRIPTION

100 Planning and Coordination Engagement planning and coordination of efforts both _{internally and with other professionals}

101 DIP Budget Process Management Negotiate with lenders regarding DIP loan funding, reporting _{and compliance matters}

102 Cash Management

Forecasting, planning and controlling cash and cash position, and analyzing cash variance from forecast, including reconciliation of all cash receipts, disbursements, and transfers of cash with respect to the Debtors and their non-Debtor management companies

103 Communication with Interested

Parties

Meetings / discussions with constituent groups and their advisors regarding restructuring issues, review operating performance, debate reorganization proposals and alternatives, build awareness of impending issues, seek approval of various initiatives, and address questions and concerns.

104 U.S. Trustee / Court Reporting _Requirements Meeting with US Trustee regarding operating reports and _{other matters, including MORs, OCP caps}

105 Business Operations and Analysis

Issues related to debtor-in-possession operating in chapter 11 such as employee, vendor, tenant issues and other similar problems. Includes activities related to interim management

106 Asset Disposition Formulation of various strategies and work plan to dispose _{of assets}

107 Executory Contracts

Analyzing executory contracts in order to determine the appropriate course of action to protect the Estates' best interests. Preparing and reviewing related motions, applications, orders, stipulations and attending hearings related thereto.

108 Claims Administration Specific claim inquiries; bar date motions; analyses,

objections and allowances of claims.

109 Fee Statements and Fee Applications Preparation of monthly staffing reports for self or review of _{others; support motions to establish interim procedures.}

110 Retention and Engagement _{Administration}

Preparations of employment retention applications for self or review of others; support motions to establish interim procedures.

111 Litigation

Attention to adversarial matters being addressed by the bankruptcy court or some other venue where the company is either the plaintiff or defendant

129 Non-Working Travel Time Non-working travel time billed at 50% of Applicant’s regular _{hourly rates.}

(12)

ZOLFO COOPER MANAGEMENT, LLC

Exhibit C

Detailed Description of Fees, Hours and Descriptions by Matter Category

(13)

Welded Construction, L.P. 26933 Eckel Road Perrysburg, OH 43551 Invoice # 2112857-1

Re: Planning and Coordination

Client/Matter # 012255.00100

Date Consultant Description of Services Hours

03/01/19 RGW Call B.Feldman, R.Poppiti (YCST) and A. Ralph and

S.Cherian (APS) re equipment issues

1.20

03/01/19 AR Call B.Feldman, R.Poppiti (YCST) and R.Wondwosen and

1.20

03/01/19 AR Read and respond to email correspondence re case

updates and operations 1.10

03/01/19 AR Review ASR true up invoices and update for submission 0.80

03/01/19 SC Call B.Feldman, R.Poppiti (YCST) and R.Wondwosen and

A. Ralph (APS) re equipment issues 1.20

03/01/19 SC Updating equipment tracker based on updated tracker

from E. Richardsville (Welded) 1.90

03/01/19 SC Reconciling CFSC invoices.for MXP and G&A 2.90

03/01/19 FP Work planning and communications with team 1.20

03/03/19 AR Call with S.Beach, M.Lunn, R.Poppiti (YCST) and

F.Pometti (APS) and S.Hawkins (Welded) re board prep call

0.70

03/03/19 FP Prep for Board call and conduct planning call with YCST (S

Beach, M Lunn, R Poppiti) and Steve Hawkins

0.90

03/04/19 NJ Advisor call with S.Beach, B.Feldman, R.Poppiti, A.Mielke,

T.Parouk, M. Lunn (YCST), S.Hawkins, D.McDowell, A.Mack, J.Krzysztofik (Welded), F.Pometti, N.Jabin, R.Wondwosen, S.Cherian, T.Xu (APS)

0.60

03/04/19 AR Advisor call with S.Beach, B.Feldman, R.Poppiti, A.Mielke,

T.Parouk (YCST), S.Hawkins, D.McDowell, A.Mack,

J.Krzysztofik (Welded), F.Pometti, N.Jabin, R.Wondwosen, S.Cherian, T.Xu (APS)

0.60

S.Cherian (APS) re equipment issues 0.50

03/04/19 TX Advisor call with S.Beach, B.Feldman, R.Poppiti, A.Mielke,

0.60

03/04/19 FP Advisor call with S.Beach, B.Feldman, R.Poppiti, A.Mielke,

T.Parouk, M. Lunn (YCST), S.Hawkins, D.McDowell, A.Mack, J.Krzysztofik (Welded), F.Pometti, N.Jabin,

0.60

(14)

R.Wondwosen, S.Cherian, T.Xu (APS)

03/04/19 FP Follow-up call with Steve H and YCST (S Beach, M Lunn,

R Poppiti) regarding Board meeting

0.40

03/04/19 SC Advisor call with S.Beach, B.Feldman, R.Poppiti, A.Mielke,

0.60

03/04/19 SC Welded Equipment Call A. Ralph (APS), R. Wondwosen

(APS) and YCST 0.50

03/04/19 SC Reconciling post First 60 day CFSC invoices across

projects 2.70

03/04/19 RGW Advisor call with S.Beach, B.Feldman, R.Poppiti, A.Mielke,

0.60

03/04/19 RGW Equipment Issues Update with A. Ralph (APS), S. Cherian

(APS) and YCST

0.50

updates and operations

1.10

03/05/19 FP Prep call with S BEach (YCST) in advance of UCC Advisor

update call 0.60

03/06/19 NJ Discussed with Welded about submitting ASR invoices 0.60

03/06/19 AR Discussion with D.McDowell and K.Colburn (Welded) re

DIP financing and customer deposits 0.60

03/06/19 SC Meeting with A. Bryan (Welded) and M. Thorn (Welded)

on rejection objection

1.20

03/06/19 SC Consolidating M. Thorn (Welded) and A. Brian (Welded)

rejection objection work products and sent email summary to YCST

1.40

0.50

03/06/19 FP Board oreo call with Steve H and YCST (S Beach, M Lunn,

R Poppiti)

0.60

(15)

03/06/19 FP Follow-up call to discuss liquidator documentation process

with YCST (M Lunn, R Poppiti)

0.40

03/06/19 SC Call B.Feldman, R.Poppiti (YCST) and A. Ralph and R.

wondwosen (APS) re equipment issues 0.60

03/07/19 FP Weekly Advisor Call with S.Beach, B.Feldman, R.Poppiti,

A.Mielke, T.Parouk (YCST), S.Hawkins, D.McDowell, A.Mack, J.Krzysztofik (Welded), and APS (F. Pometti, A. Ralph, S. Cherian, R. Wondwosen, N. Jabin, T. Xu)

0.90

03/07/19 TX Weekly Advisor Call with S.Beach, B.Feldman, R.Poppiti,

0.90

03/07/19 RGW Weekly Advisor Call with S.Beach, B.Feldman, R.Poppiti,

0.90

03/07/19 SC Weekly Advisor Call with S.Beach, B.Feldman, R.Poppiti,

0.90

03/07/19 SC Communicating CFSC invoice adjustments and summary

with R. Fetchik (Welded) 1.10

03/07/19 AR Preparation and call with S.Beach, B.Feldman, R.Poppiti,

A.Mielke, T.Parouk (YCST), S.Hawkins, D.McDowell, A.Mack, J.Krzysztofik (Welded), F.Pometti, N.Jabin, R.Wondwosen, S.Cherian, T.Xu (APS)

1.00

03/07/19 NJ Discussed with KCC (L. Scott) re. claims consolidation 0.50

03/07/19 NJ Corresponded with YCST (A. Mielke) related to Express

4X4 admin claim 1.10

03/07/19 NJ Weekly Advisor Call with S.Beach, B.Feldman, R.Poppiti,

0.90

03/08/19 SC Call B.Feldman, R.Poppiti (YCST) and R.Wondwosen and

A. Ralph (APS) re equipment issues

0.50

03/08/19 SC Review CFSC Consumers invoices an updated CFSC

summary for CFSC and YCST 3.10

(16)

03/08/19 SC Prepare CFSC MXP invoice summary for CFSC 2.10

03/08/19 SC Call with D. Wott on returns and Enterprise lease status 0.50

03/08/19 RGW Equipment Issues Update with A. Ralph (APS), S. Cherian

(APS) and B.Feldman, R.Poppiti (YCST) 0.50

0.80

03/09/19 SC Working through Express 4x4 rejections for invoice

analysis 0.70

0.60

03/11/19 SC Call B.Feldman, R.Poppiti (YCST) and A. Ralph

R.Wondwosen (APS) re equipment issues 0.60

0.60

0.50

0.60

03/11/19 AR Call S.Beach and R.Poppiti (YCST) and F.Pometti (APS) re

KEIP/KERP

1.00

0.60

03/11/19 FP Advisor call with S.Beach, B.Feldman, R.Poppiti, A.Mielke, 0.60

(17)

03/11/19 FP Call to discuss Go Forward KEIP/KERP with YCST (S

Beach, R Poppiti) and A Ralph

0.40

0.60

03/12/19 TX Call with L. Scott and A. Henchen (KCC) and A. Ralph, N.

Jabin (APS) re: claims register 0.50

03/12/19 AR Call with L. Scott and A. Henchen (KCC) and N. Jabin, T.

Xu (APS) re: claims register 0.50

03/12/19 AR Call with B.Feldman (YCST) re consumer claims 0.50

03/12/19 AR Discuss with K.Colborn and R.Fetchik (Welded)

consumers claims 0.40

03/12/19 NJ Call with L. Scott and A. Henchen (KCC) and A. Ralph, T.

Xu (APS) re: claims register

0.50

03/12/19 NJ Discussed with J.Krzysztofik (Welded) and N.Jabin (APS)

re. ASR invoices and payroll support

0.50

03/12/19 NJ Corresponded with K. Colbourn (Welded) re: claims

register 0.50

03/12/19 NJ Reviewed Accounts payable aging for MOR reporting 0.80

03/13/19 NJ Advisor Call with B.Feldman, R.Poppiti (YCST) and APS (F.

Pometti, A. Ralph, S. Cherian, R. Wondwosen, N. Jabin) re: equipment claims

1.00

03/13/19 NJ Call with F. Pometti, A. Ralph, S. Cherian, R. Wondwosen,

N. Jabin, T. Xu (APS) re: critical vendors and general project progress

0.70

03/13/19 SC Advisor Call with B.Feldman, R.Poppiti (YCST) and APS (F.

Pometti, A. Ralph, S. Cherian, R. Wondwosen, N. Jabin) re: equipment claims

1.00

03/13/19 SC Meeting with A. Bryan (Welded) on Rejection Objection 1.20

03/13/19 RGW Advisor Call with B.Feldman, R.Poppiti (YCST) and APS (F.

Pometti, A. Ralph, S. Cherian, R. Wondwosen, N. Jabin)

1.00

(18)

re: equipment claims

03/13/19 RGW Call with F. Pometti, A. Ralph, S. Cherian, R. Wondwosen,

0.70

03/13/19 AR Review and discuss ETP claims with Welded AP team 0.70

03/13/19 AR Call with S.Beach and R.Poppiti (YCST) and F.Pometti

(APS) re KEIP/KERP 0.80

03/13/19 AR Call B.Feldman, R.Poppiti (YCST) and R.Wondwosen,

S.Cherian and N.Jabin (APS) re equipment issues

1.00

03/13/19 AR Call with F. Pometti, A. Ralph, S. Cherian, R. Wondwosen,

0.70

03/13/19 AR Advisor call with A.Mielke (YCST) F.Pometti and

R.Wondwosen (APS) re: vendor claims 0.60

1.00

03/13/19 TX Call with F. Pometti, A. Ralph, S. Cherian, R. Wondwosen,

0.70

03/13/19 FP Call with YCST ( S Beach, M Lunn, R Poppiti) and APS (A

Ralph) to discuss wind down KEIP/KERP 0.80

03/13/19 FP Draft outlines of KERP plan and call with Welded HR to

discuss

0.60

03/13/19 FP Call with F. Pometti, A. Ralph, S. Cherian, R. Wondwosen,

0.70

03/13/19 FP Follow-up with GB/RB regarding next steps and call to

discuss leased assets 0.50

0.60

03/14/19 FP Preparation for and attend call with S.Beach, B.Feldman,

R.Poppiti, A.Mielke, T.Parouk (YCST), and A Ralph (APS) regarding equipment vendor claims

1.00

03/14/19 FP Call with S.Beach and A Ralph to discuss equipment

vendor settlements 0.70

(19)

03/14/19 FP Review revised draft of go forward proposed KEIP/KERP

motion

0.50

0.60

03/14/19 AR Preparation for and call with S.Beach and B.Feldman

(YCST) and F.Pometti (APS) re: OH Cat claims 0.80

0.60

03/15/19 RGW Call B.Feldman, R.Poppiti (YCST) and R.Wondwosen and

1.00

03/15/19 RGW Performed review of of Gopher Mats leases and invoices

for MXP and LXP projects.

3.90

03/15/19 SC Equipment Update Call with A. Ralph (APS), R.

Wondwosen (APS) and B.Feldman, R.Poppiti (YCST) 1.00

03/15/19 FP Comment on draft KEIP/KERP motion and provide to

YCST (R Poppiti) 0.90

03/15/19 FP Coordinate with CFSC for a call to discuss leased asset

decision making process

0.20

03/15/19 FP Draft and send communication to board regarding 0.40

(20)

previous meetings minutes and agency agreement process

03/15/19 FP Work planning and communication with project team and

Welded management 1.20

03/18/19 SC Meeting with D. Wott (Welded) on second rejection

objections and Sabre lease equipment status

1.60

03/18/19 SC Procuring insurance data for Gordon Brother and Richie

data.

1.00

03/18/19 AR Call with S.Beach and B.Feldman (YCST) and F.Pometti

(APS) re prep call for OH CAT ETP claim 0.50

03/18/19 AR Preparation for and participation in call with S.Beach and

R.Poppiti (YCST) and F.Pometti (APS) re KERP 1.00

03/18/19 FP Prep for call with Ohio CAT with YCST (S Beach, R Poppiti)

and A Ralph

0.50

03/18/19 FP Call with YCST (R Poppiti, B Feldman) re equipment

vendors

0.80

03/18/19 FP Review revised draft of proposed wind down KEIP/KERP

motion and participate in call with YCST to discuss (S Beach, R Poppiti)

1.60

03/19/19 FP Call with YCST (M Lunn) and APS (A Ralph, S Cherian) to

discuss Agency Agreement

0.70

03/19/19 FP Debrief call with YCST following UCC Advisors call and

GB/RB call

0.30

03/19/19 FP Review draft KEIP/KERP motion and declaration in

support of motion 1.30

03/19/19 FP Review status of ETP vendor/subcontractor settlements in

accordance with settlement agreement 0.40

1.10

03/19/19 AR Coordinate ETP claims settlement process and expunging

claims

1.40

03/19/19 AR Review preliminary objection to Gopher Mats and review

mat counts 2.50

03/19/19 SC Welded Internal Agency Agreement Meeting with F. 0.60

(21)

Pometti (APS), A. Ralph (APS) and M. Lunn (YCST)

03/19/19 SC Welded Prep for sale meeting with F. Pometti (APS), A.

Ralph (APS), M. Lunn (YCST), D. McDowell (Welded) and M. VanSciver (Welded)

1.00

03/19/19 RGW Insurance deductible review with A. Bryan, M. Krzystofik,

J Requeiro, S. Bellner (Welded) and R. Wondwosen (APS)

0.80

03/20/19 SC Second Rejection Objection analysis/responses 4.80

03/20/19 SC CFSC invoice reconcilations 2.60

03/20/19 SC Updating eEterprise buyout analysis 1.10

03/20/19 AR Call R.Poppiti (YCST) re rejection objection 0.80

03/20/19 AR Call with B.Feldman, T.Parouk (YCST), S.Hawkins,

D.McDowell, J.Krzysztofik (Welded), F.Pometti, T.Xu (APS) re ETP claims settlement

0.30

03/20/19 AR Discussion with D.McDowell, K.Colborn, B.Patterson,

R.Fetchik (Welded), A.Ralph, T.Xu (APS) re: ETP settlement AP process

0.80

03/20/19 AR Discussion with K.Colborn (Welded), T.Xu (APS) re:

claims register 0.30

03/20/19 FP Working sessions and meetings with Steve Hawkins in NY

office

3.50

03/20/19 FP Meeting and discussion with Rich Wall in NY office 2.50

03/20/19 FP Call with B.Feldman, T.Pakrouh (YCST), S.Hawkins,

D.McDowell, J.Krzysztofik (Welded), F.Pometti, A.Ralph, T.Xu (APS) re: ETP claims settlement

0.30

03/20/19 TX Call with B.Feldman, T.Pakrouh (YCST), S.Hawkins,

D.McDowell, J.Krzysztofik (Welded), F.Pometti, A.Ralph, T.Xu (APS) re: ETP claims settlement

0.30

03/20/19 TX Discussion with D.McDowell, K.Colborn, B.Patterson,

R.Fetchik (Welded), A.Ralph, T.Xu (APS) re: ETP settlement AP process

0.80

03/20/19 TX Discussion with K.Colborn (Welded), A.Ralph (APS) re:

claims register

0.30

1.00

(22)

1.00

0.90

03/21/19 FP Review revised drafts of the KEIP/KERP motion and edits

received from UCC advisors 1.10

03/21/19 AR Preparation for and call with S.Beach, B.Feldman,

R.Poppiti, A.Mielke, T.Parouk (YCST), S.Hawkins, D.McDowell, A.Mack, J.Krzysztofik (Welded), F.Pometti, N.Jabin, R.Wondwosen, S.Cherian, T.Xu (APS)

1.00

03/22/19 FP Develop summary of wind down activities and division of

responsibilities

1.30

03/22/19 RGW Call B.Feldman, R.Poppiti (YCST) and R.Wondwosen and

03/22/19 SC Second rejection analysis/responses 5.10

03/22/19 SC Equipment meeting with R. Wondwosen (APS) and

B.Feldman, R.Poppiti (YCST) 1.00

03/23/19 FP Revise wind down activities and division of responsibilities 0.30

03/23/19 FP Follow-up with YCST regarding Earth Pipeline claim 0.20

03/24/19 FP Finalize and disseminate materials to Board and schedule

call to discuss KEIP/KERP 0.60

0.60

(23)

0.60

03/25/19 AR Call with D.McDowell (Welded), R.Poppiti (YCST) and

F.Pometti (APS) re workers comp insurance claims

0.50

T.Parouk (YCST), S.Hawkins, D.McDowell, A.Mack, J.Krzysztofik (Welded), A Ralph, F.Pometti, N.Jabin, R.Wondwosen, S.Cherian, T.Xu (APS)

0.60

03/25/19 FP Call to discuss workers comp claim with R.Poppiti (YCST),

D.McDowell (Welded), A Ralph (APS) 0.50

03/25/19 FP Call to discuss Gopher Mats discovery request with

R.Poppiti, M. Neiburg (YCST), A Ralph, R Wondwosen (APS)

0.70

03/25/19 FP Coordinate with CFSC regarding meeting to discuss leased

assets 0.30

03/25/19 SC Call with Enterprise on Auction process 0.80

03/25/19 SC Working on analysis responding to second rejection

objections 3.70

03/25/19 SC Reconciling CFSC First 60 invoices 3.60

0.60

03/25/19 RGW Call with M.Neiberg, R.Poppiti (YCST) and A. Ralph,

R.Wondwosen and F.Pometti (APS) re Gopher Mats 0.50

(24)

discovery.

03/26/19 SC Call with B. Rapp on CFSC payment application pertaining

to First 60 payments and lease buyouts

0.80

03/26/19 NJ Discussed with B. Patterson (Welded) related to Bechtel

invoices for the check run 1.50

03/26/19 NJ Discussed with B. Patterson (Welded) related to Michigan

Cat invoices for the check run

1.00

03/26/19 NJ Discussed with J. Moan (Welded) related to IT for

download invoices for various vendors

0.70

03/27/19 TX Call with B.Feldman, T.Pakrouh (YCST), S.Hawkins,

D.McDowell, J.Krzysztofik (Welded) re: ETP claims settlement

0.50

03/27/19 SC Call with B.Feldman, R.Poppiti (YCST) and A. Ralph,

R.Wondwosen (APS) re equipment issues (partial attendance)

0.50

03/27/19 AR Preparation for and call with B.Feldman, R.Poppiti (YCST)

and R.Wondwosen and S.Cherian (APS) re equipment issues

0.80

03/27/19 RGW Call with B.Feldman, R.Poppiti (YCST) and A. Ralph,

03/27/19 SC Reconciling CFSC First 60 Days invoices to ensure correct

application of payments 5.10

03/27/19 SC Reconciling MXP CFSC invoices payments and preparing

payment for fall-out amounts from the MXP payment process

3.30

03/28/19 SC Transport Kick-off Meeting with K. DeCartet (DeCartet

Transportation), T. Keane (Ritchie Bros.), R. Maroney (Gordon Brothers), D. Wott (Welded), M. Vanciver (Welded), M. Beckford (Welded), S. Hawkins (Welded) and M. Krzysztofik (Welded)

1.60

03/28/19 SC Yard walk-through with K. DeCartet (DeCartet

Transportation), T. Keane (Ritchie Bros.), R. Maroney (Gordon Brothers), D. Wott (Welded), M. Vanciver

2.40

(25)

(Welded), M. Beckford (Welded), S. Hawkins (Welded) and M. Krzysztofik (Welded)

03/28/19 SC Debrief meeting with K. DeCartet (DeCartet

2.10

03/28/19 SC Meeting with D. Wott (Welded) on Transport process and

tracker

1.10

0.60

03/28/19 RGW Call with J. Brannon, P. Sbrolla (C-W Law), B.Feldman,

R.Poppiti, A.Mielke (YCST), J. Requeiro, M.Krzysztofik, S.Bellner, D.McDowell (Welded) regarding insurance policy issues.

1.00

03/28/19 FP Discussions with CEO regarding wind down activities and

responsibilities 0.50

03/28/19 FP Transport Kick-off Meeting with K. DeCartet (DeCartet

1.60

03/28/19 FP Yard walk-through with K. DeCartet (DeCartet

2.40

03/28/19 FP Debrief meetings with K. DeCartet (DeCartet

2.10

0.60

(26)

0.60

T.Parouk (YCST), S.Hawkins, D.McDowell, A.Mack, J.Krzysztofik (Welded), N.Jabin, R.Wondwosen, S.Cherian, T.Xu (APS)

0.60

03/29/19 SC Advisor call with B.Feldman, R.Poppiti(YCST),A. Ralph,

N.Jabin, R.Wondwosen, S.Cherian, T.Xu (APS) re: equipment

0.70

03/29/19 NJ Advisor call with B.Feldman, R.Poppiti(YCST),A. Ralph,

0.70

S.Cherian and N.Jabin (APS) re equipment issues 1.00

03/29/19 AR Calls with A.Mielke (YCST) re equipment vendor

settlement

1.00

03/29/19 RGW Call with B.Feldman, R.Poppiti (YCST) and A. Ralph,

R.Wondwosen and S.Cherian (APS) re equipment issues

0.50

03/29/19 TX Advisor call with B.Feldman, R.Poppiti(YCST),A. Ralph,

0.70

03/29/19 SC Call with D. Wott (Welded) on equipment tracker 0.60

03/29/19 SC Call with M. Beckford (Welded) on test header issues 0.80

03/29/19 SC Call with B.Feldman, R.Poppiti (YCST) and R.Wondwosen

(APS) re equipment issues 0.50

03/29/19 RGW Advisor call with B.Feldman, R.Poppiti(YCST),A. Ralph,

0.70

Total Hours 204.60

(27)

(28)

Fee Recap:

Consultant Hours Rate Amount

Tyler Xu 8.70 425.00 3,697.50 Nishat Jabin 14.00 425.00 5,950.00 Robell G Wondwosen 20.10 480.00 9,648.00 Sujay Cherian 75.50 480.00 36,240.00 Andrew Ralph 46.60 725.00 33,785.00 Frank Pometti 39.70 1,015.00 40,295.50

Total Hours & Fees 204.60 129,616.00

(29)

Re: DIP Budget Process Management

03/01/19 AR Update professional fee forecast for DIP budget and

accrual schedule

2.00

03/01/19 AR Update DIP budget model 1.60

03/04/19 AR Update DIP budget presentation 1.10

03/08/19 AR Review equipment payment forecast in DIP budget 0.40

03/14/19 AR Update professional fee forecast for DIP budget 0.60

03/15/19 AR Update professional fee forecast for DIP budget and

submit requests for payment 1.80

03/27/19 AR Update professional fee forecast for DIP budget and draft

summary of payments for Welded

2.80

Total Hours 23.30

(30)

Re: DIP Budget Process Management

Fee Recap:

Andrew Ralph 23.30 725.00 16,892.50

Total Hours & Fees 23.30 16,892.50

(31)

Re: Cash Management

03/01/19 NJ Updated daily cash for DIP cash for prior to days 3.10

03/01/19 AR Review proposed misc invoices to be paid 0.60

03/04/19 AR Review cash activity and budget to actuals reporting 2.10

03/04/19 NJ Updated daily cash for DIP cash for weekly variance

reporting 3.60

03/04/19 NJ Reviewed DIP payments to allocation interest and

principal amounts for prior DIP payments 1.20

03/05/19 NJ Updated daily cash for DIP cash 1.20

03/05/19 AR Review OCP invoices 0.40

03/05/19 SC Reconciling pre petition invoices 1.90

03/06/19 SC Reconciling CFSC First 60 day invoices for MXP and

creating summary for Welded.

3.10

03/06/19 AR Review Bechtel invoices and discuss with K.Colborn 0.80

03/06/19 AR Review check run and proposed invoices to be paid and

respond to Welded for rejected invoices

1.40

03/07/19 AR Review check run and proposed invoices to be paid 1.00

03/08/19 AR Review cash activity and requested cash call submitted to

TransCanada 1.20

reporting

2.30

03/11/19 NJ Reviewed DIP payments to allocation interest and

principal amounts and reviewed asset sales proceeds for cash model

2.40

03/12/19 RGW Prepared MXP project post-petition check run for week

ending March-17-2019. 3.70

03/12/19 SC Updating prepetition MXP amounts in CFSC GPS summary

and creating pivot table summary for TransCanada 1.90

03/12/19 SC Reconciliation of MXP CFSC payments 1.90

(32)

Re: Cash Management

03/13/19 RGW Updated MXP project post-petition check run for week

ending March-17-2019.

3.20

03/14/19 RGW CFSC MXP invoice reconciliation with S. Cherian (APS) 2.60

03/14/19 NJ Consolidated and finalized check run and added more

invoices to GA check run

1.80

03/14/19 NJ Updated daily cash for DIP cash for 2 prior days 2.20

03/14/19 SC CFSC MXP invoice reconciliation with R. Wondwosen

(APS)

2.60

03/15/19 SC Reconciling CFSC invoices to send to CFSC counsel 3.40

03/15/19 RGW FInalized MXP project post-petition check run for week

03/18/19 SC Reconciling CFSC invoices for CFSC counsel checks

recieved 2.30

report 3.20

03/18/19 NJ Updated payroll data in cash model to incorporate project

KERP payments 1.20

03/18/19 FP Review draft 13-week CF reporting and variance analysis 0.70

03/18/19 RGW Updated TransCanada pre-petition critical vendor tracker

for latest vendor reconciliations and payments. 2.10

3.90

03/19/19 AR Review proposed invoices to be paid and discuss with

B.Patterson (Welded)

0.80

03/19/19 RGW Performed update to MXP and LXP project post-petition

expense forecast variance analysis. 2.10

03/22/19 NJ Updated daily cash for DIP cash for weekly variance 4.50

(33)

Re: Cash Management

03/25/19 NJ Updated daily cash for DIP cash for the weekly cash

variance report

3.20

03/25/19 NJ Reviewed check run and payment for cash file 2.20

03/25/19 NJ Updated Transcanada cash summary for providing to

client

1.40

03/25/19 RGW Prepared MXP project post-petition check run for

March-26-2019.

3.90

03/25/19 FP Review 13-week cash flow forecast and DIP reporting

package 0.60

03/26/19 RGW Finalized MXP project post-petition check run for

March-26-2019. 2.10

3.70

03/26/19 RGW Updated MXP and LXP project post-petition expense

forecast variance analysis.

2.70

03/26/19 RGW Prepared updated MXP and LXP cash activity summary

and forecast through week ending April-21-2019. 3.80

03/26/19 TX Reviewed and reconciled MXP equipment related invoices

to ensure approval for payment 3.40

03/26/19 NJ Collected and draft total cash balances each bank account 0.40

03/27/19 NJ Consolidated payment file to understand total payment

for Caterpillar 0.80

03/27/19 NJ Consolidated check run for review and payment 1.10

03/28/19 NJ Communicated with company to pay Caterpillar invoices 0.80

(34)

Re: Cash Management

to ensure approval for payment

2.20

03/29/19 NJ Reviewed monthly cash transaction for month end

purposes

2.40

03/29/19 AR Review check run and professional fees to be paid 1.20

Total Hours 149.80

(35)

Re: Cash Management

Fee Recap:

Tyler Xu 9.90 425.00 4,207.50 Nishat Jabin 47.10 425.00 20,017.50 Robell G Wondwosen 52.70 480.00 25,296.00 Sujay Cherian 17.10 480.00 8,208.00 Andrew Ralph 21.70 725.00 15,732.50 Frank Pometti 1.30 1,015.00 1,319.50

Total Hours & Fees 149.80 74,781.00

(36)

Re: Communication with Interested Parties

03/03/19 AR Board call with S.Beach, R.Poppiti, M.Lunn (YCST),

S.Hawkins, D.McDowell (Welded) and F.Pometti (APS)

0.60

03/03/19 FP Attend Board call with S.Beach, R.Poppiti, M.Lunn (YCST),

S.Hawkins, D.McDowell (Welded) and A. Ralph (APS)

1.10

03/05/19 FP Prepare for and conduct call with UCC Advisors, YCST (S

Beach, A Mielke, B Feldman, R Poppiti, M Lunn) and APS (A Ralph)

1.00

03/05/19 AR Advisor call with UCC advisors Blank Rome and Teneo,

S.Beach, R.Poppiti, M.Lunn A.Mielke (YCST) and F.Pometti (APS) re case update

1.00

03/05/19 AR Review estimated claims per project and provide to UCC

advisors 0.60

03/06/19 AR Call with R.Poppiti (YCST) a D.McDowell (Welded) and

insurance broker re policy renewals 0.60

03/06/19 AR Preparation for and call with board of directors, S.Beach,

R.Poppiti, M.Lunn, A.Mielke (YCST), S.Hawkins, D.McDowell, (Welded) and F.Pometti (APS)

0.80

03/06/19 FP Preparation for and call with board of directors, S.Beach,

R.Poppiti, M.Lunn, A.Mielke (YCST), S.Hawkins, D.McDowell, (Welded) and A. Ralph (APS) to select liquidator

1.00

03/06/19 FP Follow-up call with Gordon Brothers/Ritchie Brothers 0.30

03/07/19 RGW Weekly MXP/LXP Call with T.Galappaththi (TransCanada)

re project updates 0.60

03/11/19 RGW Prepared responses to TransCanada requests regarding

MXP and LXP post-petition invoices. 3.20

MXP and LXP cash forecast.

3.70

MXP and LXP critical vendors invoices.

3.90

03/12/19 FP Prep for and conduct call with UCC Advisors 0.50

03/12/19 AR Advisor call with UCC advisors Blank Rome and Teneo,

S.Beach, R.Poppiti, M.Lunn A.Mielke (YCST) re: case updates

0.60

03/13/19 RGW Call with TransCanada and R.Wondwosen (APS) re weekly

project update 0.90

(37)

MXP and LXP cash forecast.

3.80

MXP and LXP cash forecast. 3.80

03/20/19 AR Call R.Poppiti (YCST) and C.Kelly (Mayer Brown) and

R.Wondwosen (APS) re rejection objection 0.80

03/20/19 RGW Call with TransCanada and R.Wondwosen (APS) re weekly

project update 0.90

03/20/19 RGW Call R.Poppiti (YCST) and C.Kelly (Mayer Brown) and A.

Ralph (APS) re: rejection objection

0.80

MXP and LXP post-petition invoices.

3.90

03/21/19 AR Call with Chubb auditor and D.McDowell (Welded) re

equipment vendor claims 0.50

03/22/19 AR Advisor call with M.Lunn and B.Feldman (YCST), Gordon

Brothers, Choate and F.Pomett and S. Cherian (APS) re drafting APA

1.00

03/26/19 FP Participation in board call with YCST, Welded

management, board of directors and A. Ralph (APS) re KEIP/KERP

1.10

03/26/19 AR Preparation and call with UCC advisors, S.Beach, M.Lunn,

B.Feldman, R.Poppiti, A.Mielke, (YCST) re case updates

0.80

03/26/19 AR Preparation for and participation in board call with YCST,

Welded management, board of directors and F.Pometti (APS) re KEIP/KERP

1.20

03/27/19 RGW Call with TransCanada and A. Ralph (APS) re weekly

project update

0.50

03/27/19 RGW Performed data collection in preparation for Gopher Mats

discovery.

3.90

03/27/19 NJ Call with B.Feldman, R.Poppiti (YCST), Yak Mat, A. Ralph

(APS) 0.50

03/27/19 AR Call with TransCanada and R.Wondwosen (APS) re: 0.50

(38)

project expenses and cash

03/27/19 AR Call with Yak Mats and N.Jabin (APS) re outstanding

invoices

0.50

MXP and LXP pre-petition critical vendor invoices. 3.80

(39)

Fee Recap:

Nishat Jabin 0.50 425.00 212.50

Robell G Wondwosen 41.10 480.00 19,728.00

Andrew Ralph 9.50 725.00 6,887.50

Frank Pometti 5.00 1,015.00 5,075.00

Total Hours & Fees 56.10 31,903.00

(40)

Re: U.S. Trustee / Court Reporting Requirements

03/04/19 NJ Set up MOR for reporting for February 1.10

03/12/19 NJ Reviewed professional fees for MOR 1.10

03/14/19 AR Review draft of MOR cash schedule and provide

comments 1.30

03/28/19 AR Review draft of MOR cash schedule and provide

comments 1.80

03/28/19 AR Review draft of MOR financial statements and provide

comments

2.40

03/28/19 NJ Updated February MOR and sent to YC and Welded to

review

1.50

03/28/19 FP Review and comment on draft February 2019 MOR 0.70

(41)

Re: U.S. Trustee / Court Reporting Requirements

Fee Recap:

Nishat Jabin 3.70 425.00 1,572.50

Andrew Ralph 5.50 725.00 3,987.50

Frank Pometti 0.70 1,015.00 710.50

Total Hours & Fees 9.90 6,270.50

(42)

Re: Business Operations and Analysis

03/01/19 RGW Finalized MXP project post-petition check run for week

ending Mar-03-2019.

3.60

03/01/19 RGW Performed reconciliation of Cleveland Brothers equipment

rentals for MXP project.

3.40

03/01/19 SC Enterprise buy-out analysis and location update 2.30

03/01/19 FP Perrysburg yard walk through and look at equipment and

trailers stored onsite

2.10

03/04/19 RGW Performed review of MXP project payroll request for week

ending Mar-3-2019. 3.90

03/04/19 SC Conducting CFSC lease buy-out analysis based on CFSC

purchase quote provided 3.10

03/05/19 AR Review MXP forecast and supporting data for expenses 1.20

03/05/19 SC CFSC Lease purchase price analysis 2.00

03/05/19 RGW Updated MXP and LXP project post-petition expense

forecast variance analysis. 3.80

03/05/19 RGW Performed review of MXP payroll true-up reconciliation. 3.60

03/05/19 NJ Reviewed ASR invoices for weekly check run 1.30

03/05/19 NJ Reviewed GA invoices for weekly check run 2.30

03/05/19 NJ Reviewed Consumers and other Misc invoices for weekly

check run

1.00

03/05/19 NJ Reviewed, consolidated and analyzed the Express 4X4

rental agreement and admin claims 3.70

03/05/19 FP Review status of TransCanada vendor invoices and

discuss release of $7MM payment in connection with project completion.

0.70

03/06/19 NJ Consolidated check run to be paid 2.10

03/06/19 NJ Reviewed ASR Reconciliation for Sept invoice 3.40

03/06/19 NJ Reviewed ASR Reconciliation for Oct invoice 3.10

03/06/19 RGW Performed update to MXP and LXP project post-petition

expense forecast variance analysis.

3.90

03/06/19 RGW Prepared updated MXP and LXP cash activity summary 3.30