in the united states bankruptcy court for the …...api americas inc., et al.,1 ... sections 1107(a)...

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: API AMERICAS INC., et al.,1 Debtors.

§§§§§ § § § § §

Chapter 11 Case No. 20-10239 (CSS) Jointly Administered

Objection Deadline: August 20, 2020 at 4:00 p.m. (ET) Hearing Date: Only if an objection is filed

FIFTH MONTHLY APPLICATION OF EVERSHEDS SUTHERLAND (US) LLP FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND

REIMBURSEMENT OF EXPENSES INCURRED AS COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD

JUNE 1, 2020 THROUGH JUNE 30, 2020

Name of applicant Eversheds Sutherland (US) LLP Authorized to provide professional services to: The above-captioned debtors-in-possession Date of retention: March 12, 2020 nunc pro tunc to February 2, 2020 Period for which compensation and reimbursement are sought: June 1, 2020 through June 30, 2020 Amount of compensation sought as actual, reasonable, and necessary (exclusive of holdback amount): $28,947.60 ($36,184.50 x 80%)2 Amount of expense reimbursement sought as actual, reasonable, and necessary: $1,205.00 Aggregate Total of Fees and Expenses (exclusive of holdback amount): $30,152.60 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, are: API (USA) Holdings Limited (3934), and API Americas Inc. (9126). The location of the Debtors’ service address is: 3841 Greenway Circle, Lawrence, Kansas 66046.

2 This amount reflects one reduction in fees, in the amount of $6,385.50, or 15% of the Firm’s standard rates, in

accordance with the Debtors’ engagement letter with the Firm. Certain of the supporting schedules attached to this Cover Sheet reflect the amount of the invoice prior to application of the 15% discount. The Firm had no non-working travel in the period for which compensation and reimbursement is sought.

Case 20-10239-CSS Doc 425 Filed 07/30/20 Page 1 of 13

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Total Compensation Paid to Date: $695,480.54 Total Expenses Paid to Date: $14,121.17 Blended Rate in this Application for all attorneys: $785.42 Blended Rate in this Application for all timekeepers: $785.42 Number of professionals included in this application: 6 This is a(n): X monthly ___ interim ____ final application Prior Applications Filed: First Monthly Application, filed April 9, 2020. Second Monthly Application, filed May 1, 2020 Third Monthly Application, filed May 26, 2020 First Interim Application, filed June 15, 2020 Fourth Monthly Application, filed June 30, 2020


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COMPENSATION BY PROFESSIONAL JUNE 1, 2020 THROUGH JUNE 30, 2020

Name of Professional Individual

Position, Year Assumed Position, Prior Relevant Experience, Year of Obtaining Relevant License to Practice

Department

Hourly Billing Rate (including changes)

Total Hours Billed

Total Compensation

Partners Mark D. Sherrill

Partner, joined partnership in 2012; admitted Virginia 1999

Energy/ Bankruptcy

830 32.4 26,892.00

Partner Total: 32.4 26,892.00 Associates, Staff Attorneys and Paralegals Edward Christian

Senior Counsel, joined firm as Counsel in 2015; admitted California 1995

Finance/ Bankruptcy

875 11.1 9,712.50

Lee Peifer Counsel, joined firm in 2011 and promoted to Counsel in 2017; admitted Georgia 2009

Litigation 530 6.5 3,445.00

Michael Mannino

Associate, joined firm in 2013; admitted Georgia 2013

Corporate 545 2.3 1,253.50


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Daniel G. Morris

Associate; joined firm in 2020; admitted Missouri 20009

Litigation 630 0.9 567.00

Laura A. Taylor Associate; joined firm in 2017; admitted Virginia 2012

Employee Benefits 700 1.0 700.00

Counsel, Associate and Paralegal Total 21.8 15,678.00 TOTAL 54.2 42,570.00

Grand Total 42,570.00 Attorney Compensation 42,570.00 Total Attorney Hours 54.2 Blended Attorney Rate 785.42


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COMPENSATION BY PROJECT CATEGORY JUNE 1, 2020 THROUGH JUNE 30, 2020

Project Category

Total Hours

Total Fees

Asset Disposition (AP1003) 10.1 $ 6,797.84 Case Administration (AP1005) 2.1 1,481.55 Claims (AP1006) 4.1 2,892.55 Creditor/UCC Issues (AP1007) 0.4 282.20 Employee Benefits/Pensions (AP1009)

4.3 2,923.15

Contracts and Leases (AP1010) 0.4 282.20 Eversheds Sutherland Fee Applications (AP1011)

4.0 2,822.00

Fee Applications, Other Professionals (AP1012)

3.4 2,471.37

Litigation (AP1014) 13.1 7,431.60 Plan/Disclosure Statement (AP1016)

4.4 3,104.20

Hearing Attendance (AP1017) 0.9 669.37 Automatic Stay (AP1018) 6.8 4,885.37 UST Reports (AP1020) 0.2 141.10 TOTAL 54.2 36,184.50


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FIFTH MONTHLY APPLICATION OF EVERSHEDS SUTHERLAND (US) LLP FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND

REIMBURSEMENT OF EXPENSES INCURRED AS COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD

JUNE 1, 2020 THROUGH JUNE 30, 2020

Eversheds Sutherland (US) LLP (“Eversheds Sutherland”), co-counsel to the debtors and

debtors-in-possession (“Debtors”), hereby applies to the Court for interim allowance of

compensation for the period June 1, 2020 through June 30, 2020 (“Compensation Period”) with

respect to its retention as co-counsel to the Debtors. In support of this Application, Eversheds

Sutherland represents as follows:

Jurisdiction and Venue

1. The United States Bankruptcy Court for the District of Delaware has jurisdiction

over this Application pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of

Reference from the United States District Court for the District of Delaware, dated February 29,

2012.

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



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2. This matter is a core proceeding within the meaning of 28. U.S.C. § 157(b)(2) and,

pursuant to Local Rule 9103-1(f), the Debtors consent to the entry of a final order by the Court in

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

of the parties, cannot enter final orders or judgments consistent with Article III of the United States

Constitution.

3. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

Background

4. On February 2, 2020 (the “Petition Date”), the Debtors filed voluntary petitions for

relief under chapter 11 of the Bankruptcy Code, commencing the above-captioned bankruptcy

cases (the “Chapter 11 Cases”). The Debtors have continued in possession of their property and

have continued to operate and manage their businesses as debtors in possession pursuant to

sections 1107(a) and 1108 of the Bankruptcy Code.

5. No request has been made for the appointment of a trustee or examiner in the

Chapter 11 Cases.

6. On February 13, 2020, an official committee of unsecured creditors (the “Creditors’

Committee”) was appointed by the Office of the United States Trustee for the District of Delaware

(the “US Trustee”).

7. Additional information about the Debtors’ businesses and affairs, capital structure

and prepetition indebtedness can be found in the Declaration of Mitchell Gendel in Support of

Chapter 11 Filing and First Day Pleadings [D.I. 2], which is incorporated herein by reference.

8. The Chapter 11 Cases are being jointly administered pursuant to Bankruptcy Rule

1015(b) and the Order Directing Joint Administration of Cases [D.I. 24] entered by the Court on

February 4, 2020 in each of the Chapter 11 Cases.


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9. On February 24, 2020, the Debtors filed an application [D.I. 86] to employ and

retain Eversheds Sutherland as counsel nunc pro tunc to the Petition Date (the “Retention

Application”). On March 12, 2020, the Court entered an order [D.I. 140] approving the Retention

Application.

Compensation Paid and Its Source

10. All services for which compensation is requested by Eversheds Sutherland in the

Application were performed for or on behalf of the Debtors.

11. During the Compensation Period, Eversheds Sutherland has not received any

payment or promises of payment from any source for services rendered or to be rendered in any

capacity whatsoever in connection with the matters covered by this Application. There is no

agreement or understanding between Eversheds Sutherland and any other person, other than other

employees of Eversheds Sutherland, for the sharing of compensation to be received for services

rendered in the Chapter 11 Cases.

12. To the extent that billable time or disbursement charges for services rendered or

expenses incurred relate to the Compensation Period, but were not processed prior to the

preparation of the Application, Eversheds Sutherland reserves the right to request compensation

for such services or reimbursement for such expenses in future fee applications.

Summary of Services Rendered

13. Attached hereto as Exhibit A are the time records of Eversheds Sutherland for the

Compensation Period, organized by project category with a daily time log describing the time

spent by each attorney and other professional during this period. This detailed itemization

complies with Del. Bankr. L.R. 2016-2(d) in that (i) each time entry contains a separate time

allotment, a description of the type of activity and the subject matter of the activity, (ii) all time is


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billed in increments of one-tenth of an hour, and (iii) time entries are presented chronologically by

Eversheds Sutherland.

14. Throughout the Compensation Period, Eversheds Sutherland rendered substantial

professional services, in some cases under extraordinary time constraints, to assist the Debtors in

dealing with various issues typically faced by a debtor during a chapter 11 case. Recitation of each

and every item of the professional services performed by Eversheds Sutherland during the

Compensation Period would be extremely burdensome. The following summary, however,

highlights the major areas to which Eversheds Sutherland devoted time and attention during the

Compensation Period. This summary is organized in accordance with Eversheds Sutherland’s

internal system of project categories.

a. Asset Dispositions. The total number of hours billed for this project was 10.1. The

total fees related to this project were $6,797.84. This category includes all matters

relating to the disposition, and other post-petition uses of, property of the estate,

including issues arising from the sales of the Debtors’ assets. Time in this category

includes time spent communicating with Saul Ewing Arnstein & Lehr LLP (“Saul

Ewing”) and Ernst & Young LLP (“E&Y”) regarding the sale of assets, liquidator

and sale process issues; and analyzing issues related to installment payments on

prior asset sales.

b. Plan/Disclosure Statement. The total number of hours billed for this project was

6.8. The total fees related to this project were $4,885.37. Time in this category

includes analyzing the Plan of Liquidation and issues concerning implementation

of same; and communicating with Saul Ewing regarding such issues.


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c. Preparation of Applications and Budget (Eversheds Sutherland). The total number

of hours billed for this project was 4.0. The total fees related to this project were

$2,822.00. This category includes all matters related to the review and preparation

of a retention application and fee applications for Eversheds Sutherland. Time in

this category includes revising and filing Eversheds Sutherland’s retention

application; and drafting budget and staffing plans.

d. Litigation. The total number of hours billed for this project was 13.1. The total

fees related to this project category were $7,431.60. This category includes all

matters related to the review and preparation of documents related to certain claims

against Schlenk Metallic Pigments; efforts toward service of same; the

development of strategy related to the same; and communications with Saul Ewing

related to certain litigation issues.

15. The foregoing professional services were performed by Eversheds Sutherland in an

efficient manner, were necessary and appropriate to the administration of the Chapter 11 Case, and

were in the best interests of the Debtors, their estates, and other parties in interest. Compensation

for the foregoing services as requested is commensurate with the complexity, importance, and

nature of the issues and tasks involved.

Actual and Necessary Expenses

16. As set forth on Exhibit B hereto, Eversheds Sutherland has incurred or disbursed

$1,205.00 in expenses in connection with providing professional services to the Debtors during

the Compensation Period. These expenses are intended to cover Eversheds Sutherland’s direct

operating costs, which costs are not incorporated into the Eversheds Sutherland’s hourly billing

rates. Only the clients for whom the services are actually used are separately charged for such


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services. The effect of including such expenses as part of the hourly billing rates would unfairly

impose additional costs upon clients that do not require extensive photocopying, delivery, and

other services.

17. Regarding providers of online legal research (e.g., Westlaw), Eversheds Sutherland

charges all of its clients the standard usage rates these providers charge, which (due to contractual

flat fees) may not always equal Eversheds Sutherland’s actual cost. Eversheds Sutherland is

currently under contract to pay such providers a flat fee every month. Charging its clients the

online provider’s standard usage rate allows Eversheds Sutherland to cover adequately its monthly

flat fees from the providers.

18. Eversheds Sutherland has made every effort to minimize its expenses in the

Chapter 11 Cases. The actual expenses incurred in providing professional services to the Debtors

were necessary, reasonable, and justified under the circumstances to serve the needs of the Debtors,

their estates, and other parties in interest.

Valuation of Services

19. Attorneys and other professionals of Eversheds Sutherland have expended a total

of 54.2 hours in connection with this matter during the Compensation Period. The nature of the

work performed by these persons is fully set forth in Exhibit A. The fees charged by Eversheds

Sutherland in the Chapter 11 Cases during the Compensation Period are billed at negotiated rates,

as set forth in the Retention Application.

20. To the best of Eversheds Sutherland’s knowledge, this Application complies with

sections 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules and Local Rules,

the UST Guidelines, and the Interim Compensation Order. In accordance with the factors

enumerated in section 330 of the Bankruptcy Code, Eversheds Sutherland respectfully submits


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that the amount requested in this Application is fair and reasonable, give (a) the complexity of the

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

value of such services, and (e) the costs of comparable services other than in a case under the

Bankruptcy Code. Moreover, Eversheds Sutherland has reviewed the requirements of Local Rule

2016-2 and believes this Application complies with the Local Rule.

21. Attached hereto as Exhibit C is a Declaration of Applicant with respect to the

compensation requested.

Notice

22. Notice of this Application is being provided to the Notice Parties identified in the

Interim Compensation Order and to all other parties who have requested notice pursuant to

Bankruptcy Rule 2002.

No Prior Request

23. The Debtors have not previously sought the relief requested herein from the Court

or any other court.

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WHEREFORE, Eversheds Sutherland respectfully requests that the Court authorize (a)

interim allowance of $28,947.60 as compensation for necessary professional services rendered

(80% of $36,184.50) and the sum of $1,205.00 for 100% reimbursement of actual necessary costs

and expenses incurred during the Compensation Period, for a total of $30,152.60, (b) payment of

the foregoing sums, and (c) such further relief as the Court deems just.

Dated: July 30, 2020 Houston, Texas

Respectfully submitted, EVERSHEDS SUTHERLAND (US) LLP /s/ Mark D. Sherrill Mark D. Sherrill (pro hac vice) 1001 Fannin Street Suite 3700 Houston, Texas 77002 (713) 470-6100 [email protected] and Edward P. Christian (pro hac vice) 999 Peachtree Street Suite 2300 Atlanta, GA 30309 (404) 859-5000 [email protected] Counsel to the Debtors and Debtors in Possession


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NOTICE OF FIFTH MONTHLY APPLICATION OF EVERSHEDS SUTHERLAND (US) LLP

PLEASE TAKE NOTICE that on July 30, 2020, the Fifth Monthly Application of Eversheds Sutherland (US) LLP (“Eversheds Sutherland”) for Allowance of Compensation for Services Rendered and Reimbursement of Expenses Incurred as Co-Counsel for the Debtors and Debtors in Possession for the Period June 1, 2020 through June 30, 2020 (“Fee Application”) was filed with the Court. The Application seeks the approval of payment for professional services rendered as counsel to the Debtors in the amount of $28,947.60 together with reimbursement of disbursements in the amount of $1,205.00.

PLEASE TAKE FURTHER NOTICE that objections, if any, to the Fee Application must be made in accordance with the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [D.I. 73] (“Interim Compensation Order”) and must be filed with the Clerk of the Bankruptcy Court and be served upon (i) Debtors, 3841 Greenway Circle, Lawrence, KS 66046 (Attn: Mitchell Gendel, CRO); (ii) counsel to the Debtors, (a) Eversheds Sutherland (US) LLP, 1001 Fannin, Suite 3700, Houston, TX 77002 (Attn: Mark D. Sherrill, Esq. [[email protected]]), and Eversheds Sutherland (US) LLP, Grace Building, 1114 6th Avenue, 40th Floor, New York, NY 10036 (Attn: Edward P. Christian, Esq. [[email protected]]), (b) Saul Ewing Arnstein & Lehr LLP, 1201 N. Market Street, Suite 2300, P.O. Box 1266, Wilmington, DE 19899 (Attn: Monique B. DiSabatino, Esq. [[email protected]]); (iii) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 (Attn: Linda Richenderfer, Esq. [[email protected]]); (iv) counsel to PNC Bank, N.A., Blank Rome LLP, 1201 N. Market Street, Suite 800, Wilmington, DE 19801 (Regina Stango Kelbon, Esq. [[email protected]], and Stanley B. Tarr, Esq. [[email protected]]), and Blank Rome LLP, One Logan Square, 130 North 18th Street, Philadelphia, PA 19103 (Attn: Mark



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Rabinowitz, Esq. [[email protected]]); and (v) counsel to the Official Committee of Unsecured Creditors, Montgomery McCracken Walker & Rhoads LLP, 437 Madison Avenue, New York, NY 10022 (Attn: Edward Schnitzer, Esq. [[email protected]], and Gilbert R. Saydah, Jr., Esq. [[email protected]]), and Montgomery McCracken Walker & Rhoads LLP, 1105 N. Market Street, Suite 1500, Wilmington, DE 19801 (Attn: Marc J. Phillips, Esq. [[email protected]]), so as to be received by no later than August 20, 2020 at 4:00 p.m. (prevailing Eastern Time) (“Objection Deadline”).

If any objections to the Fee Application are filed, and the parties are unable to reach a resolution thereof, a hearing on the Fee Application will be held before the Honorable Christopher S. Sontchi at the Bankruptcy Court, 824 North Market Street, 5th Floor, Courtroom 6, Wilmington, Delaware 19801, at a date and time convenient to the Court.

PLEASE TAKE FURTHER NOTICE that pursuant to the Interim Compensation Order, if no objection to the Fee Application is timely filed and served by the Objection Deadline, Eversheds Sutherland may be paid 80% of the fees requested in the Fee Application and 100% of the expenses requested in the Fee Application without the need for further order of the Bankruptcy Court.

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

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Dated: July 30, 2020 SAUL EWING ARNSTEIN & LEHR LLP By: /s/ Monique B. DiSabatino

Mark Minuti (DE Bar No. 2659) Monique B. DiSabatino (DE Bar No. 6027) 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6800 Email: [email protected] Email: [email protected] -and- Mark D. Sherrill (admitted pro hac vice) EVERSHEDS SUTHERLAND (US) LLP 1001 Fannin Street, Suite 3700 Houston, TX 77002 Telephone: (713) 470-6100 Email: [email protected] -and- Edward P. Christian (admitted pro hac vice) EVERSHEDS SUTHERLAND (US) LLP Grace Building 1114 6th Avenue, 40th Floor New York, NY 10036 Telephone: (212) 389-5000 Email: [email protected] Counsel for Debtors and Debtors in Possession


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Exhibit “A”

(Time Records)


Eversheds Sutherland (US) LLP1001 Fannin StreetSuite 3700Houston, TX 77002-6760

T: +1 713 470 6100

eversheds-sutherland.com

IRS Employer ID No: 58-0619407

Check Remittance Instructions:Eversheds Sutherland LLPPO Box 931885Atlanta, GA 31193-1885Electronic Remittance Instructions:Bank Name: Wells FargoAccount Name: Eversheds SutherlandAccount No: 5233576718ABA No: 061000227Wire Routing No: 121000248SWIFT Code: WFBIUS6S

API Holdings Limited and API Americas Inc.c/o Mitch Gendel590 Madison Ave.32nd Floor Bill No. 1114482New York, NY 10022 Bill Date July 9, 2020

Matter No: 93726.0002RE: Bankruptcy Administration

FOR LEGAL SERVICES RENDERED THROUGH June 30, 2020

Fees $42,570.00

Less -15.0% Discount $-6,385.50

Total Current Fees $36,184.50

Total Current Disbursements $1,205.00

Total Current Bill $37,389.50


Matter No. 93726-0002 Bill No: 1114482 Page 2

FOR LEGAL SERVICES RENDERED THROUGH June 30, 2020

Date Timekeeper Hours Narrative

06/01/20 Michael Mannino 0.30 Follow-up emails with Bank's counsel regarding termination of mortgage (.3).

06/01/20 Edward Christian 1.90 Correspondence with debtors’ counsel, bank counsel, and debtors regarding mortgage release related to Laminates sale (.4 hours); research regarding compelling a mortgage release in respect of Laminates sale (1.1 hours); review payoff letter for release requirements (.4 hours).

06/01/20 Mark D. Sherrill 0.20 Communications with M. DiSabatino regarding publication notice.

06/01/20 Mark D. Sherrill 1.20 Communications with N. Bugden regarding claims analysis (0.3); review same (0.3); communications with M. DiSabatino regarding same (0.2); communications with M. Gendel regarding Teamsters claim (0.2); communications with M. Woods regarding same (0.2).

06/01/20 Mark D. Sherrill 0.20 Communications with M. DiSabatino and B. Richards regarding interim fee applications.

06/01/20 Mark D. Sherrill 0.40 Communications with M. DiSabatino and M. Gendel regarding Case payment (0.2); confer with M. Mannino regarding same (0.2).

06/01/20 Mark D. Sherrill 0.20 Analyze monthly operating report.

06/01/20 Mark D. Sherrill 0.20 Communications with M. DiSabatino and L. Peifer regarding service of process issues.

06/01/20 Mark D. Sherrill 0.20 Communications with J. Tarburton regarding Nissan motion.

06/02/20 Edward Christian 1.00 Correspondence with debtors and debtors’ counsel regarding mortgage release for Laminates (.3 hours); review mortgage for release provisions (.3 hours); research regarding mortgage release obligations for Laminates (.4 hours).

06/02/20 Mark D. Sherrill 0.20 Communications with J. Tarburton regarding stay relief motion.

06/02/20 Mark D. Sherrill 1.90 Analyze Plan and related strategy.

06/03/20 Michael Mannino 0.40 Correspondence with HSBC regarding mortgage termination.

06/03/20 Edward Christian 0.70 Correspondence with debtors, debtors’ counsel, and bank counsel regarding mortgage release for Laminates and status of bank’s efforts (.5 hours); telephone conferences with debtors’ counsel regarding




HSBC’s mortgage release (.2 hours).

06/03/20 Mark D. Sherrill 0.40 Analyze docket with regard to exclusivity motion (0.2); analyze publication notice (0.2).

06/04/20 Lee A. Peifer 0.80 Call with Schlenk’s counsel (0.2); correspond with chief restructuring officer about the same and adversary proceeding (0.6).

06/04/20 Mark D. Sherrill 0.40 Analyze exclusivity order (0.2); analyze Plan-related deadlines (0.2).

06/04/20 Mark D. Sherrill 0.30 Communications with N. Bugden and M. DiSabatino regarding budget issues.

06/04/20 Mark D. Sherrill 0.30 Communications with M. Gendel and M. Woods regarding Teamsters Local 11 claim.

06/04/20 Mark D. Sherrill 0.30 Communications with M. Gendel and L. Peifer regarding status and service issues.

06/05/20 Michael Mannino 0.30 Follow-up email with title company re: termination of mortgage.

06/05/20 Lee A. Peifer 0.50 Analyze issues related to jurisdiction and service of process in adversary proceeding.

06/05/20 Edward Christian 0.20 Correspondence with debtors, bank counsel, and title company regarding mortgage release status for Laminates sale.

06/05/20 Mark D. Sherrill 0.60 Communications with J. Lawrence regarding administrative expenses (0.2); communications with B. Richards and N. Bugden regarding same (0.2); follow-up communications with N. Bugden regarding related preposition amounts (0.2).

06/05/20 Mark D. Sherrill 0.20 Analyze docket with regard to Moore 9019 motion.

06/05/20 Mark D. Sherrill 0.40 Communications with L. Peifer regarding Schlenk response on acceptance of service (0.2); communications with L. Peifer and W. O'Brien regarding service under Hague Convention (0.2).

06/06/20 Mark D. Sherrill 0.80 Communications with W. O'Brien and others regarding service under Hague Convention (0.3); analysis of same (0.5).

06/08/20 Michael Mannino 0.40 Correspondence regarding mortgage termination (.1); call with title company related to release of mortgage (.3).

06/08/20 Lee A. Peifer 1.90 Analyze issues related to jurisdiction and service of adversary complaint (1.7); correspond with chief restructuring officer about the same (0.2).




06/08/20 Edward Christian 0.80 Correspondence with title company regarding mortgage release for Laminates sale (.3 hours); telephone conferences with debtors’ counsel and title company regarding recording of mortgage release (.4) hours; review executed HSBC mortgage release for Laminates sale (.1 hours).

06/08/20 Mark D. Sherrill 1.20 Analyze order regarding Moore claims (0.2); analyze Teamsters claim (0.3); communications with M. Gendel regarding same (0.1); prepare for and participate in call with opposing counsel regarding same (0.2); confer with M. Gendel regarding same (0.2); communications with M. DiSabatino regarding status (0.2).

06/08/20 Mark D. Sherrill 0.70 communications with M. Gendel regarding revised assumption agreement (0.2); analyze same (0.3); communications with M. Woods regarding same (0.2).

06/08/20 Mark D. Sherrill 0.40 Communications with N. Bugden regarding administrative expenses (0.2); communications with K. Kleppinger regarding same (0.2).

06/08/20 Mark D. Sherrill 0.30 Communications with M. DiSabatino regarding interim fee application (0.2); analyze E&Y application (0.1).

06/08/20 Mark D. Sherrill 0.40 Communications with L. Peifer regarding settlement proposal and service issues (0.2); communications with D. Morris regarding service issues (0.2).

06/09/20 Lee A. Peifer 0.30 Review correspondence from Schlenk’s counsel (0.1); correspond with chief restructuring officer about the same (0.2).

06/09/20 Mark D. Sherrill 0.20 Communications with L. Peifer regarding settlement proposal.

06/09/20 Mark D. Sherrill 0.40 Communications with J. Lawrence regarding Amex claims (0.2); communications with N. Bugden regarding same (0.2).

06/09/20 Mark D. Sherrill 0.20 Communications with M. Woods regarding assumption agreement.

06/10/20 Lee A. Peifer 0.80 Analyze issues related to service of process in Germany.

06/10/20 Mark D. Sherrill 0.30 Communications with K. Kleppinger and N. Bugden regarding Amex claim.

06/10/20 Mark D. Sherrill 0.40 Communications with M. DiSabatino regarding confirmation order (0.2); communications with S. Tarr regarding same and related time frames (0.2).

06/10/20 Mark D. Sherrill 0.50 Communications with L. Peifer and D. Morris regarding




service issues (0.2); communications with M. DiSabatino and others regarding update to PNC (0.3).

06/10/20 Mark D. Sherrill 1.30 Draft and edit interim fee application (0.9); communications with M. DiSabatino regarding same (0.2); communications with M. DiSabatino regarding budget and staffing plans (0.2).

06/10/20 Mark D. Sherrill 0.40 Communications with M. Woods regarding assumption agreement (0.2); communications with M. Gendel regarding same (0.2).

06/10/20 Mark D. Sherrill 0.20 Communications with M. DiSabatino regarding auction reports.

06/11/20 Michael Mannino 0.50 Review of Purchase Agreement to determine deadlines for payment of purchase price, working capital adjustment (.3); correspondence, call with title company regarding evidence of mortgage termination (.2).

06/11/20 Edward Christian 0.40 Correspondence with debtors’ counsel and title company regarding Laminates mortgage release and status of filing (.3 hours); review mortgage release (.1).

06/11/20 Mark D. Sherrill 0.20 Communications with M. Gendel and others regarding trade credit insurer.

06/11/20 Mark D. Sherrill 0.20 Communications with M. DiSabatino and S. Tarr regarding confirmation order.

06/12/20 Daniel G. Morris 0.20 Evaluate potential Hague Convention Service and translation vendor for Service of Process to Germany.

06/12/20 Edward Christian 0.50 Correspondence with debtors and debtors’ counsel about release of Laminates mortgage (.3 hours); review sale agreement for Laminates regarding payment timing provisions (.2).

06/12/20 Mark D. Sherrill 0.20 Communications with M. Gendel regarding assumption agreement.

06/12/20 Mark D. Sherrill 0.20 Communications with M. DiSabatino regarding draft confirmation order.

06/12/20 Mark D. Sherrill 0.30 Communications with M. Gendel and M. DiSabatino regarding Case payment.

06/12/20 Mark D. Sherrill 0.30 Communications with L. Peifer and D. Morris regarding German service issues.

06/12/20 Mark D. Sherrill 0.20 Analyze MMWR and Emerald fee applications.

06/15/20 Mark D. Sherrill 0.20 Communications with M. Gendel regarding Case payment.




06/15/20 Mark D. Sherrill 0.30 Analyze fee applications.

06/15/20 Mark D. Sherrill 0.20 Analyze Peaslee rejection motion and related CNO.

06/16/20 Edward Christian 0.50 Correspondence with debtors’ counsel regarding Laminates sale payments (.3 hours); telephone conferences with debtors’ counsel regarding Laminates sale payments (.2 hours).

06/16/20 Laura A. Taylor 1.00 Review of email from M. Sherrill; review of assignment of pension liability; review of ERISA requirements; draft and send email to M. Sherrill regarding language in agreement.

06/16/20 Daniel G. Morris 0.30 Analyze and confirm steps in coordination with vendor to effect Hague Convention service.

06/16/20 Mark D. Sherrill 0.40 Communications with D. Menon and L. Taylor regarding assumption agreement (0.2); communications with M. Gendel regarding same (0.2).

06/16/20 Mark D. Sherrill 0.20 Analyze rejection order.

06/16/20 Mark D. Sherrill 0.30 Communications with L. Peifer and D. Morris regarding vendor quote on translation and service under Hague Convention.

06/16/20 Mark D. Sherrill 0.40 Communications with opposing counsel regarding motion for relief from stay (0.2); communications with M. DiSabatino regarding same (0.2).

06/16/20 Lee A. Peifer 0.50 Analyze issues related to translation of adversary complaint against Schlenk .

06/17/20 Mark D. Sherrill 0.60 Communications with M. Gendel and L. Peifer regarding status of service (0.2); communications with M. DiSabatino and L. Peifer regarding language in summons (0.4).

06/17/20 Mark D. Sherrill 0.30 Communications with M. DiSabatino and others regarding receipt of payment from Case.

06/17/20 Lee A. Peifer 0.90 Analyze issues related to Schlenk summons for foreign service of process.

06/18/20 Mark D. Sherrill 0.80 Communications with U. O'Boyle and M. DiSabatino regarding summons form (0.2); communications with M. DiSabatino and L. Peifer regarding same (0.2); communications with L. Peifer regarding address (0.2); communications with M. Gendel and M. DiSabatino regarding same (0.2).

06/18/20 Mark D. Sherrill 0.50 Communications with M. DiSabatino and N. Bugden regarding claims reconciliation (0.3); communications




with K. Kleppinger regarding Amex claim (0.2).

06/18/20 Mark D. Sherrill 0.30 Communications with M. Gendel regarding assumption agreement (0.1); communications with M. Woods regarding same (0.2).

06/18/20 Mark D. Sherrill 0.20 Communications with J. Tarburton regarding withdrawal.

06/18/20 Lee A. Peifer 0.70 Continue analyzing issues related to foreign service of process.

06/19/20 Mark D. Sherrill 0.70 Communications with M. DiSabatino regarding Nissan motion (0.2); communications with opposing counsel regarding same (0.2); communications with N. Bugden regarding supporting information for objection (0.3).

06/22/20 Mark D. Sherrill 1.70 Communications with M. Gendel regarding objection (0.1); communications with N. Bugden regarding payment history (0.2); communications with opposing counsel regarding potential withdrawal (0.2); draft and edit objection and declaration (0.8); communications with M. Gendel and M. DiSabatino regarding same (0.4).

06/22/20 Mark D. Sherrill 0.40 Communications with M. Gendel regarding Emerald payment information (0.2); communications with Committee counsel regarding same (0.2).

06/23/20 Mark D. Sherrill 0.20 Communications with E. Christian regarding hearing on motion for relief from stay.

06/23/20 Mark D. Sherrill 0.30 Communications with L. Peifer and D. Morris regarding service issues.

06/23/20 Mark D. Sherrill 0.20 Confer with S. Lesser regarding wire information for Emerald payment.

06/23/20 Mark D. Sherrill 0.20 Communications with M. Woods regarding assumption agreement.

06/23/20 Daniel G. Morris 0.40 Analyze potential issue with form of summons.

06/23/20 Edward Christian 0.20 Correspondence with debtors’ counsel regarding Nissan relief from stay motion.

06/23/20 Lee A. Peifer 0.10 Follow up on translation and service of process for adversary complaint.

06/24/20 Michael Mannino 0.40 Review of APA to determine working capital adjustment statement (.2); correspondence with CRO related thereto (.2).

06/24/20 Mark D. Sherrill 0.20 Communications with M. DiSabatino regarding status of Nissan motion.




06/24/20 Mark D. Sherrill 0.20 Communications with M. DiSabatino regarding caption.

06/24/20 Edward Christian 0.80 Correspondence with debtors’ counsel regarding Nissan relief from stay motion (.2 hours); telephone conference with debtors’ counsel regarding Nissan relief from stay motion and objection (.3 hours); review and analysis of relief from stay pleading in respect of Nissan (.3 hours).

06/25/20 Mark D. Sherrill 0.40 Communications with M. Woods regarding assumption agreement (0.2); edit and revise same (0.2).

06/25/20 Mark D. Sherrill 0.40 Communications with M. Gendel regarding Case payment and working capital adjustment (0.2); communications with E. Christian regarding same (0.2).

06/25/20 Mark D. Sherrill 0.40 Communications with R. Warren regarding status of motion (0.2); communications with M. Minuti regarding same (0.2).

06/25/20 Mark D. Sherrill 0.20 Communications with N. Bugden regarding cash reporting.

06/26/20 Mark D. Sherrill 0.40 Communications with E. Schniter regarding status on various matters (0.2); follow-up communications regarding Teamsters assumption agreement (0.2).

06/26/20 Edward Christian 0.30 Review and analysis of Nisson relief from stay pleadings.

06/29/20 Mark D. Sherrill 1.80 Draft and edit monthly fee application (1.6); communications with M. DiSabatino regarding same (0.2).

06/29/20 Mark D. Sherrill 0.70 Communications with M. DiSabatino regarding tabulation report (0.2); analyze same (0.2); communications with S. Tarr regarding PNC ballots (0.2); communications with L. Richenderfer regarding confirmation order (0.1).

06/29/20 Mark D. Sherrill 0.50 Communications with M. Gendel regarding assumption agreement (0.2); edit and revise same (0.1); communications with M. Woods regarding same (0.2).

06/29/20 Mark D. Sherrill 0.30 Analyze order on stay relief (0.1); communications with E. Christian regarding same (0.2).

06/29/20 Mark D. Sherrill 0.20 Communications with M. DiSabatino regarding open items.

06/29/20 Mark D. Sherrill 0.40 Communications with M. DiSabatino regarding litigation status (0.2); communications with L. Peifer and D. Morris regarding German service (0.2).




06/29/20 Edward Christian 1.00 Telephone conference with debtors’ counsel regarding relief from stay facts related to contacting and discussions with court and Nissan (.4 hours); correspondence with debtors’ counsel regarding relief from stay hearing for Nissan (.1 hours); research regarding sanctions in respect of relief from stay in light of mootness facts (.5 hours).

06/29/20 Edward Christian 0.90 Prepare for relief from stay hearing for Nissan (.5 hours); attendance at relief from stay hearing for Nissan (.4 hours).

06/30/20 Mark D. Sherrill 0.50 Communications with M. DiSabatino regarding monthly fee application (0.2); communications with L. Richenderfer and E. Christian regarding interim application and UST questions concerning same (0.3).

06/30/20 Mark D. Sherrill 0.30 Communications with L. Richenderfer regarding E&Y application (0.1); communications with M. Phillips regarding MM application (0.2).

06/30/20 Mark D. Sherrill 0.20 Communications with L. Peier regarding status.

06/30/20 Edward Christian 1.90 Correspondence with debtors’ counsel and US Trustee regarding Eversheds Sutherland fee application in respect of bankruptcy experience and time related to various attorneys and DIP related tasks (1.3 hours); research factual background regarding DIP facility related to fee application (.6 hours).

Fees $42,570.00

Less 15.0% Discount $-6,385.50

Total Current Fees $36,184.50



SUMMARY OF LEGAL SERVICES

TIMEKEEPER HOURS RATE AMOUNTMark D. Sherrill 32.40 830.00 26,892.00Edward Christian 11.10 875.00 9,712.50Lee A. Peifer 6.50 530.00 3,445.00Michael Mannino 2.30 545.00 1,253.50Daniel G. Morris 0.90 630.00 567.00Laura A. Taylor 1.00 700.00 700.00

54.20 42,570.00

Less 15.0% Discount -6,385.50

Total Current Fees 36,184.50

DISBURSEMENTS

Legal Language Services Invoice - Document Translation/University Language Services dba Legal L; Daniel Morris – Outside Legal Services

1,205.00

Total Current Disbursements $1,205.00

TOTAL CURRENT BILLING $37,389.50


1 37264269.2

Exhibit “B”

(Expenses)


1 37264269.2

Expenses

Expense Category

Service Provider (if applicable) Total Expenses

Outside Legal Services Legal Language Services 1,205.00 Total 1,205.00


1 37264269.2

Exhibit “C”

(Sherrill Certification)


1 37264269.2


In re: API AMERICAS INC., et al., Debtors.1 ____________________________________

§ § § § § § § §


CERTIFICATION REGARDING FIFTH MONTHLY APPLICATION OF EVERSHEDS SUTHERLAND (US) LLP FOR ALLOWANCE OF

COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS COUNSEL FOR THE DEBTORS AND

DEBTORS IN POSSESSION FOR THE PERIOD JUNE 1, 2020 THROUGH JUNE 30, 2020

1. I am an attorney admitted to practice law in the States of Ohio, Texas, and Virginia,

and the District of Columbia. I am a partner at the law firm of Eversheds Sutherland (US) LLP

(“Eversheds Sutherland”), located at 1001 Fannin Street, Suite 3700, Houston, Texas 77002. I

am familiar with the work performed on behalf of the Debtors by Eversheds Sutherland.

2. I have reviewed the Fifth Monthly Application of Eversheds Sutherland (US) LLP

for Allowance of Compensation for Services Rendered and Reimbursement of Expenses Incurred

as Counsel for the Debtors and Debtors in Possession for the Period June 1, 2020 through June

30, 2020 (the “Application”). To the best of my knowledge, information, and belief, the statements

contained in the Application are true and correct. In addition, I believe that the Application

complies in all material respects with Rule 2016-2 of the Local Rules of Bankruptcy Practice and

Procedure for the United States Bankruptcy Court for the District of Delaware.


number, include: API (USA) Holdings Limited (3934) and API Americas Inc. (9126). The location of the Debtors’ service address is: 3841 Greenway Circle, Lawrence, Kansas 66046.


2 37264269.2

3. There is no agreement or understanding between Eversheds Sutherland and any other

person for a division of compensation as Debtors’ counsel.

4. No division prohibited by the Bankruptcy Code will be made by Eversheds

Sutherland.

5. No agreement prohibited by Title 18, Section 155 has been made.

Dated: July 30, 2020 Houston, Texas

Respectfully submitted, EVERSHEDS SUTHERLAND (US) LLP /s/ Mark D. Sherrill Mark D. Sherrill (pro hac vice) 1001 Fannin Street Suite 3700 Houston, Texas 77002 (713) 470-6100 [email protected] Counsel to the Debtors and Debtors in Possession


in the united states bankruptcy court for the …...api americas inc., et al.,1 ... sections 1107(a)...

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