Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 1 of 13
`
`
`
`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE DISTRICT OF DELAWARE
`
`-----------------------------------------------------
`In re:
`
`
`
`PHOENIX SERVICES TOPCO, LLC, et al.,
`
`
`
` Debtors.1
`
`
`
`------------------------------------------------------
`
`x
`:
`:
`:
`:
`:
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`x
`
`
` Chapter 11
`
` Case No. 22-10906 (MFW)
`
`
`
`
`(Jointly Administered)
`
`Objection Deadline: August 28, 2023 at 4:00 p.m.
`
`
`
`EIGHTH MONTHLY FEE APPLICATION OF PJT PARTNERS LP AS
`INVESTMENT BANKER TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR
`ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR THE
`REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED
`FOR THE PERIOD OF JUNE 1, 2023 THROUGH JUNE 30, 2023
`
`SUMMARY SHEET
`
`
`
`Name of Applicant:
`
`Authorized to Provide
`Professional Services to:
`
`
`
`
`
`
`
`
`
`Date of Retention:
`
`PJT Partners LP
`
`
`
`Debtors
`
`Order entered on October 25, 2022 approving the
`retention of PJT Partners LP effective as of
`September 27, 2022 [Docket No. 199]
`
`Period for which Compensation
`And Reimbursement is Sought:
`
`June 1, 2023 through June 30, 2023
`
`Amount of Compensation sought
`As Actual, Reasonable, and Necessary:
`
`$175,000.00
`
`Amount of Expense Reimbursement Sought
`As Actual, Reasonable, and Necessary:
`
`$79.72
`
`Amount of Cash Payment Sought:
`
`$140,079.72
`
` final application
`
`This is a x monthly interim
`
`1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
`number, are: Phoenix Services Topco, LLC (4517); Phoenix Services Parent, LLC (8023); Phoenix Services Holdings
`Corp. (1330); Phoenix Services International LLC (4693); Metal Services LLC (8793); Terracentric Materials LLC
`(0673); Cool Springs LLC (8687); Metal Services Investment LLC (2924); and Phoenix Receivables, LLC (not
`applicable). The Debtors’ mailing address is 4 Radnor Corporate Center, Suite 520, 100 Matsonford Road, Radnor,
`Pennsylvania 19087.
`
`
`

`

`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 2 of 13
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`
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`Prior (Monthly) Fee Applications Filed:
`
`
`Date Filed [Docket Number
`11/09/22 [Docket No. 248]1
`12/20/22 [Docket No. 354]2
`02/16/23 [Docket No. 540]3
`03/29/23 [Docket No. 654]4
`04/04/23 [Docket No. 675]5
`05/17/23 [Docket No. 793]6
`06/06/23 [Docket No. 861]7
`06/20/23 [Docket No. 914]8
`07/10/23 [Docket No. 949]9
`
`
`Period Covered
`-
`09/27/22 – 11/30/22
`12/01/22 – 12/31/22
`01/01/23 – 01/31/23
`02/01/23 – 02/28/23
`03/01/23 – 03/31/23
`04/01/23 – 04/30/23
`05/01/23 – 05/31/23
`
`
`
`
`
`Requested
`
`Fees
`$375,000.00
`$373,333.33
`$175,000.00
`$175,000.00
`$175,000.00
`$175,000.00
`$175,000.00
`$175,000.00
`$5,062,000.00
`
`Expenses
`$0.00
`$0.00
`$88.85
`$0.00
`$235.90
`$35.00
`$0.00
`$0.00
`$0.00
`
`Fees
`$375,000.00
`$373,333.33
`$175,000.00
`$140,000.00
`$140,000.00
`$140,000.00
`$140,000.00
`$140,000.00
`$4,050,000.00
`
`Approved
`Expenses
`$0.00
`$0.00
`$88.85
`$0.00
`$235.90
`$35.00
`$0.00
`$0.00
`$0.00
`
`
`Amount Paid
`$375,000.00
`$373,333.33
`$175,088.85
`$140,000.00
`$140,235.90
`$140,035.00
`$140,000.00
`$140,000.00
`$4,050,000.00
`
`
`1 Certificate of No Objection filed on 12/01/22. [Docket No. 313].
`2 Certificate of No Objection filed on 01/11/23. [Docket No. 393].
`3 Certificate of No Objection filed on 03/10/23. [Docket No. 625].
`4 Certificate of No Objection filed on 04/19/23. [Docket No. 711].
`5 Certificate of No Objection filed on 04/27/23. [Docket No. 732].
`6 Certificate of No Objection filed on 06/08/23. [Docket No. 866].
`7 Certificate of No Objection filed on 06/29/23. [Docket No. 936].
`8 Certificate of No Objection filed on 07/12/23. [Docket No. 966].
`9 Certificate of No Objection filed on 08/01/23. [Docket No. 989].
`
`
`

`

`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 3 of 13
`
`Professional
`
`John Singh
`Vinit Kothary
`Luke Brizzolara
`
`Position of the
`Applicant,
`Number of
`Years in that
`Position,
`Prior
`Relevant
`Experience,
`Year of
`Obtaining
`License to
`Practice, Area
`of Expertise
`Partner
`Vice President
`Analyst
`
`
`
`Initials of
`Professional
`Person or
`Other
`Reference
`ID Used in
`the
`Application
`for the
`Professional
`Person
`
`
`
`N/A
`N/A
`N/A
`
`
`
`Hourly
`Billing
`Rate
`(including
`changes)
`
`
`
`Total
`Hours
`
`
`
`
`Total
`Compensation
`
`
`
`N/A
`N/A
`N/A
`
`8.5
`22.0
`69.5
`
`N/A
`N/A
`N/A
`
`2
`
`
`
`
`
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`

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`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 4 of 13
`
`
`
`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE DISTRICT OF DELAWARE
`
`-----------------------------------------------------
`In re:
`
`
`
`PHOENIX SERVICES TOPCO, LLC, et al.,
`
`
`
` Debtors.1
`
`
`
`------------------------------------------------------
`
`x
`:
`:
`:
`:
`:
`:
`:
`x
`
`
` Chapter 11
`
` Case No. 22-10906 (MFW)
`
`
`
`
`(Jointly Administered)
`
`Objection Deadline: August 28, 2023 at 4:00 p.m.
`
`
`
`EIGHTH MONTHLY FEE APPLICATION OF PJT PARTNERS LP AS
`INVESTMENT BANKER TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR
`ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR THE
`REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED
`FOR THE PERIOD OF JUNE 1, 2023 THROUGH JUNE 30, 2023
`
`PJT Partners LP (“PJT”) respectfully represents as follows:
`
`Background
`
`1. On September 27, 2022 (the “Petition Date”), the Debtors filed a voluntary petition
`
`for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as
`
`amended (the “Bankruptcy Code”). The Debtors are operating their businesses and managing
`
`their properties as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy
`
`Code.
`
`2. On October 6, 2022, the Debtors’ filed the Application of Debtors for Entry of An
`
`Order (I) Authorizing the Retention and Employment of PJT Partners LP as Investment Banker to
`
`the Debtors and Debtors In Possession Effective as of the Petition Date, (II) Waiving Certain
`
`Information Requirements Pursuant to Local Rule 2016-2, and (II) Granting Related Relief
`
`
`1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
`number, are: Phoenix Services Topco, LLC (4517); Phoenix Services Parent, LLC (8023); Phoenix Services Holdings
`Corp. (1330); Phoenix Services International LLC (4693); Metal Services LLC (8793); Terracentric Materials LLC
`(0673); Cool Springs LLC (8687); Metal Services Investment LLC (2924); and Phoenix Receivables, LLC (not
`applicable). The Debtors’ mailing address is 4 Radnor Corporate Center, Suite 520, 100 Matsonford Road, Radnor,
`Pennsylvania 19087.
`
`
`

`

`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 5 of 13
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`[Docket No. 117] (the “Retention Application”), pursuant to which the Debtors sought authority
`
`to employ and retain PJT as their investment banker pursuant to the terms of an engagement letter
`
`(the “Engagement Letter”) dated August 12, 2022. A copy of the Engagement Letter was attached
`
`to the Retention Application.
`
`3. On October 25, 2022, this Court entered the Order (I) Establishing Procedures for
`
`Interim Compensation and Reimbursement of Expenses of Professionals and (II) Granting Related
`
`Relief [Docket No. 192] (the “Procedures Order”) establishing procedures for interim
`
`compensation and reimbursement of expenses for professionals.
`
`4. On October 25, 2022, this Court entered the Order (I) Authorizing the Retention
`
`and Employment of PJT Partners LP as Investment Banker to the Debtors and Debtors In
`
`Possession Effective as of the Petition Date, (II) Waiving Certain Information Requirements
`
`Pursuant to Local Rule 2016-2, and (II) Granting Related Relief [Docket No. 199] (the “Retention
`
`Order”) approving the Retention Application and authorizing the employment and retention of
`
`PJT effective as of September 27, 2022, pursuant to the terms of the Engagement Agreement.
`
`5. PJT submits this eighth monthly fee application (the “Eighth Monthly Fee
`
`Application”) requesting the allowance of Monthly Fees (as defined below) earned for investment
`
`banking services rendered to the Debtors, and the reimbursement of out-of-pocket expenses
`
`incurred during the period of June 1, 2023 through June 30, 2023 (the “Eighth Compensation
`
`Period”).
`
`6. On June 21, 2023, the Court entered the Order Confirming Second Amended Joint
`
`Plan Chapter 11 Plan of Reorganization of Phoenix Services TopCo and Its Debtor Affiliated
`
`[Docket No. 923], approving the Debtors’ chapter 11 plan of reorganization (the “Plan”). The
`
`Debtors’ Plan became effective on June 30, 2023.
`
`
`
`2
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`

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`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 6 of 13
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`7. Investment banking services for which compensation for fees and reimbursement
`
`of out-of-pocket expenses are sought were rendered or incurred on behalf of the Debtors pursuant
`
`to chapter 11 of the Bankruptcy Code.
`
`The PJT Engagement
`
`8. Pursuant to the Engagement Letter, PJT was retained to provide the following
`
`services to the Debtors:2
`
`(a) assist in the evaluation of the Debtors’ businesses and prospects;
`
`(b) assist in the development of the Debtors’ long-term business plan and related
`financial projections;
`
`(c) assist in the development of financial data and presentations to the Debtors’ Board
`of Directors, various creditors and other third parties;
`
`(d) analyze the Debtors’ financial liquidity and evaluate alternatives to improve such
`liquidity;
`
`(e) analyze various restructuring scenarios and the potential impact of these scenarios
`on the recoveries of those stakeholders impacted by the Restructuring;
`
`(f) provide strategic advice with regard to restructuring or refinancing the Debtors’
`Obligations;
`
`(g) evaluate the Debtors’ debt capacity and alternative capital structures;
`
`(h) participate in negotiations among the Debtors and their creditors, suppliers, lessors
`and other interested parties;
`
`(i) value securities offered by the Debtors in connection with a Restructuring;
`
`(j) advise the Debtors and negotiate with lenders with respect to potential
`Amendments;
`
`(k) assist in arranging financing for the Debtors, as requested;
`
`(l) provide expert witness testimony concerning any of the subjects encompassed by
`the other investment banking services; and
`
`(m) provide such other advisory services as are customarily provided in connection with
`the analysis and negotiation of a transaction similar to a potential Restructuring,
`Amendment and/or Capital Raise, as requested and mutually agreed.
`
`2 Capitalized terms used but not defined herein shall have the meanings provided thereto in the Engagement Letter.
`
`3
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`

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`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 7 of 13
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`
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`9. Pursuant to the Engagement Letter, as modified and approved by the Retention
`
`Order, the Debtors agreed to pay PJT as follows in consideration for the services rendered:3
`
`(a) Monthly Fee: The Debtors shall pay a monthly advisory fee of $175,000 per month
`(the “Monthly Fee”). Fifty percent (50%) of all Monthly Fees paid to PJT after the
`sixth full Monthly Fee has been paid (i.e., after $1,050,000 has been paid) shall be
`credited against any Restructuring Fee payable pursuant to the Engagement Letter,
`up to a maximum total credit against the Restructuring Fee of 25% of the gross
`amount of the Restructuring Fee (i.e., maximum crediting of $1,375,000); provided
`that, the credit of Monthly Fees contemplated by the foregoing sentence shall apply
`only in the event that all fees earned by PJT Partners pursuant to the Engagement
`Letter are approved in their entirety by the Court pursuant to a final order not
`subject to appeal and which order is acceptable in all respects to PJT Partners.
`
`(b) Capital Raising Fee: The Debtors shall pay a capital raising fee (the “Capital
`Raising Fee”) for any Capital Raise earned and payable upon the earlier of the
`receipt of a binding commitment letter and the closing of such Capital Raise. The
`Capital Raising Fee will be calculated as:
`
` Senior Debt: 1.5% of the total issuance and/or committed amount of senior
`debt financing,
`
` Junior Debt: 3.0% of the total issuance and/or committed amount of junior
`debt financing (including, without limitation, financing that is junior in right of
`payment, second lien, subordinated (structurally or otherwise) and unsecured
`debt and preferred equity), and
`
` Equity Financing: 5.0% of the issuance and/or committed amount of common
`and other non-preferred equity financing,
`
`in each case, including by means of a back-stop commitment; provided that (x) to
`the extent that any Capital Raise is raised from existing debt or equity holders (other
`than Apollo Global Management or its affiliates (collectively “Apollo”)) of the
`Company as of July 1, 2022 (collectively, “Existing Holders”), the Capital Raising
`Fee in respect of the portion of the Capital Raise raised from any Existing Holders
`shall be calculated as 0.75% of the total issuance and/or committed amount of
`senior debt financing, 1.5% of the total issuance and/or committed amount of junior
`debt financing (including, without limitation, financing that is junior in right of
`payment, second lien, subordinated (structurally or otherwise) and unsecured debt
`and preferred equity), and 2.5% of the issuance and/or committed amount of
`common and other non-preferred equity financing, in each case, including by means
`of a back-stop commitment; (y) if financing arranged by PJT (and use of proceeds
`generated from such financing) is the only Restructuring undertaken, PJT, in its
`
`
`3 This description of PJT’s compensation structure is for summary and illustrative purposes only. The terms of the
`Engagement Letter, as modified and approved by the Retention Order, shall apply to any such compensation awarded
`to PJT.
`
`
`4
`
`

`

`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 8 of 13
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`sole discretion, may choose to be paid either the Capital Raising Fee or the
`Restructuring Fee, but not both, and (z) if any portion of the debt or equity financing
`is provided by apollo, then no Capital Raising Fee shall be payable in 5espectt of
`such portion of the financing or capital raised from Apollo, unless the Company
`requests that PJT commence a financing solicitation process on behalf of the
`Company, and following such request, PJT commences a financing solicitation
`process on behalf of the Company and the Company receives a bona fide good faith
`financing proposal from a party other than Apollo, in which case PJT shall be
`entitled to receive 100% of the Capital Raising Fee to which it otherwise would
`have been entitled in respect of any debt or equity financing thereafter raised from
`Apollo.
`
`(c) Amendment Fee: The Debtors shall pay an amendment fee (the “Amendment
`Fee”) in the event of any Amendment equal to 0.3% of the aggregate amount of
`any Obligations subject to such Amendment, earned and payable upon the
`execution of any amendment, waiver, forbearance, or other agreement effecting the
`Amendment.
`
`(d) Restructuring Fee: The Debtors shall pay a restructuring fee (the “Restructuring
`Fee”) equal to $5,250,000, earned and payable upon consummation of a
`Restructuring.
`
`(e) Expense Reimbursements: In addition to the fees described above, the Debtors
`agreed to reimburse PJT for all reasonable and documented out-of-pocket expenses
`incurred during the engagement, including, but not limited to, travel and lodging,
`direct identifiable data processing, document production, publishing services and
`communication charges, courier services, working meals, reasonable and
`documented fees and expenses of PJT’s counsel (without the requirement that the
`retention of such counsel be approved by the court in any bankruptcy case), and
`other reasonably necessary expenditures, payable upon rendition of invoices setting
`forth in reasonable detail the nature and amount of such expenses. Further, in
`connection with the reimbursement, contribution and indemnification provisions
`set forth in the Engagement Letter and Attachment A to the Engagement Letter (the
`“Indemnification Agreement”), the Debtors agreed to reimburse each PJT Party
`(as defined in the Indemnification Agreement), for its legal and other expenses
`(including the cost of any investigation and preparation) as they are incurred in
`connection with any matter in any way relating to or referred to in the Engagement
`Letter or arising out of the matters contemplated by the Engagement Letter
`(including, without limitation, in enforcing the Engagement Letter), subject to
`certain exceptions, limitations, and requirements set forth in the Indemnification
`Agreement and/or the Retention Order.
`
`(f) Fee Cap: The maximum aggregate amount payable under the Engagement Letter
`in respect of all fees shall be $8,000,000 (the “Fee Cap”). For the avoidance of
`doubt, the Fee Cap shall not include or affect the Debtors’ obligations to pay PJT
`Partners’ out-of-pocket expenses pursuant to the Engagement Letter or the Debtors’
`obligations under and in respect of the Indemnification Agreement.
`
`5
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`

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`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 9 of 13
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`
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`Services Provided by PJT during the Eighth Compensation Period
`
`10. PJT has rendered professional services to the Debtors as requested and in
`
`furtherance of the interests of the Debtors and the Debtors’ estate. The variety and complexity of
`
`the issues in these chapter 11 cases and the need to act or respond to such issues on an expedited
`
`basis have required the expenditure of substantial time by PJT personnel. PJT respectfully submits
`
`that the professional services that it rendered on behalf of the Debtors were necessary and
`
`appropriate, and have directly contributed to the effective administration of these chapter 11 cases.
`
`The following summary of services rendered during the Eighth Compensation Period is not
`
`intended to be an exhaustive description of the work performed but, rather, it is merely an attempt
`
`to highlight certain of those areas in which PJT rendered services to the Debtors:
`
`(a) evaluated the Debtors’ businesses and prospects, including ongoing customer and
`competitor performance;
`
`(b) assisted in the development of an asset and capital lease plan that reflects the pro
`forma operational footprint of the Debtors;
`
`(c) assisted in the development of financial data and making of presentations to the
`Debtors’ Board of Directors, various creditors and other third parties;
`
`(d) participated in discussion among the Debtors and their various creditors; and
`
`(e) supported the Debtors’ counsel, as requested, with respect to preparation and
`review of financial analyses, court filings and related exhibits.
`
`The PJT Team
`
`11. The investment banking services set forth above were performed primarily by: John
`
`Singh, Partner; Vinit Kothary, Vice President; Luke Brizzolara, Analyst; and other PJT
`
`professionals as needed. Details of the background and experience of the professionals currently
`
`employed at PJT are provided in Appendix A.
`
`
`
`
`
`
`
`6
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`

`

`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 10 of 13
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`
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`PJT’s Request for Allowance of Compensation
`
`12. For the Eighth Compensation Period, PJT (a) earned Monthly Fees in the amount
`
`of $175,000.00, and incurred out-of-pocket expenses in the amount of $79.72, and (b) in
`
`accordance with the Procedures Order, seeks allowance and payment of Monthly Fees in the
`
`aggregate amount of $140,079.72 (representing 80% of the total amount of PJT’s Monthly Fees
`
`earned and 100% of the total amount of out-of-pocket expenses incurred by PJT during the Eighth
`
`Compensation Period). Out-of-pocket expenses incurred by PJT during the Eighth Compensation
`
`Period but not yet processed due to timing, will be submitted at a later date. Although every effort
`
`has been made to include all expenses incurred during the Eighth Compensation Period, some
`
`expenses might not be included in this Eighth Monthly Fee Application due to delays caused in
`
`connection with the accounting and processing of such expenses. Accordingly, PJT reserves the
`
`right to make further application to this Court for allowance of such expenses incurred during the
`
`Eighth Compensation Period but not included herein.
`
`13. An invoice detailing the Monthly Fees earned during the Eighth Compensation
`
`Period is attached hereto as Appendix B. A summary of the Monthly Fees earned during the Eighth
`
`Compensation Period is below:
`
`Eighth Compensation Period
`June 1 - 30, 2023
`
`Monthly
`Fees
`$175,000.00
`
`Holdback @
`20%
`($35,000.00)
`
`Out-of-Pocket
`Expenses
`$79.72
`
`Amount(s)
`Due
`$140,079.72
`
`14. PJT respectfully submits that the compensation requested for the services rendered
`
`by PJT to the Debtors during the Eighth Compensation Period is fully justified and reasonable
`
`based upon (a) the complexity of the issues presented, (b) the skill necessary to perform the
`
`financial advisory services properly, (c) the preclusion of other employment, (d) the customary
`
`fees charged to clients in non-bankruptcy situations for similar services rendered, I time constraints
`
`
`
`7
`
`

`

`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 11 of 13
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`
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`required by the exigencies of the case, and (f) the experience, reputation and ability of the
`
`professionals rendering services.
`
`15. PJT respectfully submits that the services it has rendered to the Debtors have been
`
`necessary and in the best interests of the Debtors and the Debtors’ estate. PJT respectfully submits
`
`that under the criteria normally examined in chapter 11 reorganization cases, the compensation
`
`requested by PJT is reasonable in light of the work performed by PJT during these chapter 11
`
`cases.
`
`16. The amount of the compensation sought in this Eighth Monthly Fee Application
`
`and PJT’s billing practices are consistent with market practices in a bankruptcy context. PJT has
`
`never billed its clients based on the number of hours expended by its professionals. Accordingly,
`
`PJT does not have hourly rates for its professionals, and PJT’s professionals generally do not
`
`maintain detailed time records of the work performed for its clients. However, PJT has maintained
`
`contemporaneous time records in this case in one-half hour increments. Time records of the 100.0
`
`hours expended by PJT professionals in providing investment banking services to the Debtors
`
`during the Eighth Compensation Period are provided in Appendix C.
`
`17. A summary of hours expended by PJT professionals during the Eighth
`
`Compensation Period is provided below:
`
`Professional
`John Singh
`Vinit Kothary
`Luke Brizzolara
`Total
`
`June 2023
`8.5
`22.0
`69.5
`100.00
`
`18. Out-of-pocket expenses incurred by PJT are charged to a client if out-of-pocket
`
`expenses are incurred for the client or are otherwise necessary in connection with services rendered
`
`for such particular client. PJT does not factor general overhead expenses into any disbursements
`
`charged to its clients in connection with chapter 11 cases. PJT has followed its general internal
`
`
`
`8
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`

`

`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 12 of 13
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`
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`policies with respect to out-of-pocket expenses billed as set forth below, with any exceptions
`
`specifically explained.
`
`(a) All cross-country airfare charges are based upon coach class rates.
`
`(b) With respect to local travel, JT's general policy enables employees to travel by taxi
`or, in certain circumstances private car service, to and from meetings while
`rendering services to a client on a client related matter, for which the client is
`charged. Further, and primarily for safety reasons, employees are permitted to
`charge to a client the cost of transportation home if an employee is required to work
`past 9:00 p.m. on weekdays on client specific matters.
`
`(c) ’JT's general policy permits its professionals to charge in-office dinner meals to a
`client after working 3 hours beyond their regularly scheduled workday if an
`employee is required to provide services to the client during such dinnertime, and
`to charge in-office meals on the weekend if an employee is required to provide
`services to a client on the weekend and spends at least 4 hours in the office.
`
`(d) The External Research category of expenses includes charges from outside
`computer/electronic service companies that supply, for a fee, research and/or
`financial documents to PJT. The services provided by these companies primarily
`consist of the retrieval of financial documents from regulatory agencies and/or the
`retrieval of research that would not otherwise be available to PJT. The Internal
`Research category of expenses are the charges for time spent by PJT research staff
`in operating the computer/electronic terminals related to these computer/electronic
`service companies.
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`(e) The Publishing Services category of expenses includes charges for the production
`of text-based publications such as research reports and presentations, and printing
`and binding services.
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`19. All services for which PJT requests compensation were performed for and on behalf
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`of the Debtors and not on behalf of any other person or stakeholder.
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`20. No agreement or understanding exists between PJT and any other entity for the
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`sharing of compensation received or to be received for services rendered in or in connection with
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`this proceeding.
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`Certificate of Compliance and Waiver
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`21. Finally, the undersigned representative of PJT certifies that PJT has reviewed the
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`requirements of Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the
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`9
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`

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`Case 22-10906-MFW Doc 997 Filed 08/07/23 Page 13 of 13
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`United States Bankruptcy Court for the District of Delaware (the “Local Rules”) and that this
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`Eighth Monthly Fee Application substantially complies with that Local Rule. To the extent that
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`this Eighth Monthly Fee Application does not comply in all respects with the requirements of
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`Local Rule 2016-2, PJT believes that such deviations are not material and respectfully requests
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`that any such requirement be waived.
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`WHEREFORE, PJT requests that the Court:
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`Requested Relief
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`(a) grant interim allowance of (i) PJT’s Monthly Fees in the amount of $175,000.00,
`and (ii) the reimbursement of PJT’s out-of-pocket expenses incurred in the amount
`of $79.72 during the Eighth Compensation Period;
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`(b) authorize and direct the Debtors to pay PJT’s allowed and unpaid Monthly Fees
`earned and out-of-pocket expenses during the Eighth Compensation Period as
`follows:
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`Monthly Fees
`Less: Holdback @ 20%
`Subtotal
`Out-of-Pocket Expenses
`Amount Due PJT
`
`and
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`$175,000.00
`(35,000.00)
`140,000.00
`79.72
`$140,079.72
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`(c) grant such other and further relief as the Court deems just and proper.
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`Dated: August 7, 2023
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`PJT Partners LP
`Investment Banker to the Debtors
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`By: /s/ John Singh
`John Singh
`Partner
`280 Park Avenue
`New York, NY 10017
`(212) 364-7800
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`10
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