HTML Document View

Full title: Final Application for Compensation Tenth Monthly and Final Fee Application of BDO Consulting Group LLC, a Division of BDO USA, LLP as Financial Advisor to the Official Committee of Unsecured Creditors, for Allowance of Compensation and Reimbursement of Expenses for (I) the Monthly Period from July 1, 2021 through July 7, 2021 and (ii) the Case Period for the period October 1, 2020 to July 7, 2021 Filed by Official Committee of Unsecured Creditors. Hearing scheduled for 10/27/2021 at 11:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #4, Wilmington, Delaware. Objections due by 9/23/2021. (Attachments: # (1) Notice # (2) Exhibit A # (3) Exhibit B) (Hurst, David)

Document posted on Sep 1, 2021 in the bankruptcy, 12 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Amount of monthly expense reimbursement sought as actual, reasonable and necessary: $0.00 1 The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: MEA RemainCo Holdings, LLC (f/k/a Energy Alloys Holdings, LLC) (4144); MEA RemainCo, L.L.C. (f/k/a Energy Alloys, L.L.C.) (0377); MEA RemainCo Louisiana, LLC (f/k/a Energy Alloys Louisiana, LLC) (0623); MEA RemainCo Canada Holding, L.L.C. (f/k/a Energy Alloys Canada Holding, L.L.C.) (0382); MEA RemainCo Services, L.L.C. (f/k/a Energy Alloys Services, L.L.C.) (4284); MEA RemainCo Cayman Holding, L.L.C. (f/k/a Energy Alloys Cayman Holding, L.L.C.) (3484); MEA RemainCo Mexico Holding Co. – Majority, LLC (f/k/a Energy Alloys Mexico Holding Co. - Majority, LLC) (9165); MEA RemainCo Mexico Holding Co. – Minority, LLC (f/k/a Energy Alloys Mexico Holding Co. - Minority, LLC)THE CASE PERIOD FROM OCTOBER 1, 2020 THROUGH JULY 7, 2021 BDO Consulting Group LLC, a Division of BDO USA, LLP (together with its wholly owned subsidiaries, agents, independent contractors and employees, the “Applicant” or “BDO”), former financial advisor to the Official Committee of Unsecured Creditors of Energy Alloys Holdings, LLC, et al.(the “Committee”), respectfully submits this tenth monthly and final fee application (the “Application”) pursuant to (i) sections 330 and 331 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended (the “Bankruptcy Code”), (ii) Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), (iii) Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of 1 The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: MEA RemainCo Holdings, LLC (f/k/a Energy Alloys Holdings, LLC) (4144); MEA RemainCo, L.L.C. (f/k/a Energy Alloys, L.L.C.) (0377); MEA RemainCo Louisiana, LLC (f/k/a Energy Alloys Louisiana, LLC) (0623); MEA RemainCo Canada Holding, L.L.C. (f/k/a Energy Alloys Canada Holding, L.L.C.) (0382); MEA RemainCo Services, L.L.C. (f/k/a Energy Alloys Services, L.L.C.) (4284); MEA RemainCo Cayman Holding, L.L.C. (f/k/a Energy Alloys Cayman Holding, L.L.C.) (3484);(the “Interim Compensation Order”),2 and (v) the Debtors’ Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation [Docket No. 508-1] (as amended, the “Plan”), for (a) allowance of monthly compensation for professional services and reimbursement of actual and necessary expenses incurred for the period from July 1, 2021 through July 7, 2021 (the “Monthly Period”) and (b) final allowance of compensation for professional services and reimbursement of actual and necessary expenses incurred for the period from October 1, 2020 through July 7, 2021 (the “Case Period”).On November 10, 2020, the Court entered the Order Authorizing the Employmentand Retention of BDO Consulting Group LLC, a Division of BDO USA, LLP, as Financial Advisor for t

List of Tables

Document Contents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE _________________________________________ ) In re: ) Chapter 11 ) MEA RemainCo Holdings, LLC, et al.,1 ) Case No. 20-12088 (MFW) ) Debtors. ) (Jointly Administered) ) _________________________________________ ) Obj. Deadline: 9/23/21 at 4:00 p.m. (ET) Hearing Date: 10/27/21 at 11:30 a.m. (ET) Related to Docket Nos. 266, 298, 319, 333, 357, 37 396, 409, 467, 490, 541 TENTH MONTHLY AND FINAL FEE APPLICATION OF BDO CONSULTING GROUP LLC, A DIVISION OF BDO USA, LLP, AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR (I) THE MONTHLY PERIOD FROM JULY 1, 2021 THROUGH JULY 7, 2021 AND (II) THE CASE PERIOD FROM OCTOBER 1, 2020 THROUGH JULY 7, 2021 Name of Applicant: BDO Consulting Group LLC, a Division of BDO USA, LLP Authorized to provide professional services to: Official Committee of Unsecured Creditors Date of retention: November 10, 2020, nunc pro tunc to October 1, 2020 Monthly period for which compensation and reimbursement is sought: July 1, 2021 through July 7, 2021 Amount of monthly compensation sought as actual, reasonable and necessary: $4,306.50 Amount of monthly expense reimbursement sought as actual, reasonable and necessary: $0.00 1 The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: MEA RemainCo Holdings, LLC (f/k/a Energy Alloys Holdings, LLC) (4144); MEA RemainCo, L.L.C. (f/k/a Energy Alloys, L.L.C.) (0377); MEA RemainCo Louisiana, LLC (f/k/a Energy Alloys Louisiana, LLC) (0623); MEA RemainCo Canada Holding, L.L.C. (f/k/a Energy Alloys Canada Holding, L.L.C.) (0382); MEA RemainCo Services, L.L.C. (f/k/a Energy Alloys Services, L.L.C.) (4284); MEA RemainCo Cayman Holding, L.L.C. (f/k/a Energy Alloys Cayman Holding, L.L.C.) (3484); MEA RemainCo Mexico Holding Co. – Majority, LLC (f/k/a Energy Alloys Mexico Holding Co. - Majority, LLC) (9165); MEA RemainCo Mexico Holding Co. – Minority, LLC (f/k/a Energy Alloys Mexico Holding Co. - Minority, LLC) (N/A). The mailing address for the Debtors is 9450 Pinecroft Drive, P.O. Box 8819, The Woodlands, TX 77380.

1

Case period for which final compensation and reimbursement is sought: October 1, 2020 through July 7, 2021 Amount of final compensation sought as actual, reasonable and necessary: $279,136.00 Amount of final expense reimbursement sought as actual, reasonable and necessary: $0.00 This is a: Monthly and Final Application

2

SUMMARY OF BILLING BY PROFESSIONAL FOR MONTHLY PERIOD FROM JULY 1, 2021 THROUGH JULY 7, 2021 Name of Position Hourly Billing Total Billed Total Professional Rate Hours Compensation Person Michele Michaelis Managing $685.00 2.2 $1,507.00 Director James Schwarz Managing $615.00 1.3 $799.50 Director Jared Schierbaum Staff $200.00 10.0 $2,000.00 TOTALS 13.5 $4,306.50 Blended Rate: $319.00 COMPENSATION BY PROJECT CATEGORY FOR MONTHLY PERIOD JULY 1, 2021 THROUGH JULY 7, 2021 Code Project Category Total Hours Total Fees 4 BDO Retention/BDO Fee Applications 11.0 $2,685.00 14 Plan & Disclosure Statement 2.5 $1,621.50 TOTAL 13.5 $4,306.50 EXPENSE SUMMARY FOR MONTHLY PERIOD JULY 1, 2021 THROUGH JULY 7, 2021 Expense Category Service Provider Total Expenses (if applicable) N/A

3

SUMMARY OF BILLING BY PROFESSIONAL FOR CASE PERIOD FROM OCTOBER 1, 2020 THROUGH JULY 7, 2021 Name of Position Hourly Billing Total Billed Total Professional Rate Hours Compensation Person Michele Michaelis Managing $685.00 159.9 $109,531.50 Director Alex Clinton Managing $655.00 3.2 $2,096.00 Director James Schwarz Managing $615.00 175.4 $107,871.00 Director Anthony Del Piano Staff $225.00 223.1 $50,197.50 Jared Schierbaum Staff $200.00 47.2 $9,440.00 TOTALS 608.8 $279,136.00 Blended Rate: $458.50

4

COMPENSATION BY PROJECT CATEGORY FOR CASE PERIOD OCTOBER 1, 2020 THROUGH JULY 7, 2021 Code Project Category Total Hours Total Fees 1 General (Case Administration) 13.6 $5,228.00 2 Creditors Committee (Communications 24.3 $12,742.50 with Creditors) 3 Communications with Creditors 26.3 $16,037.50 Committee Counsel 4 BDO Retention/BDO Fee Applications 77.0 $29,853.00 6 Financings and Cash Collateral 38.3 $18,307.50 7 Communications with Debtors or Debtors’ 44.5 $25,196.50 Professionals 9 Asset Sale and Related 42.3 $22,131.50 10 Business Analysis: Historic and Current 84.9 $40,836.50 11 Motions and Objections 19.1 $10,178.50 12 Avoidance Actions Analysis 5.9 $3,754.50 14 Plan & Disclosure Statement 9.9 $5,677.50 15 Employee Related Issues 2.0 $1,048.00 16 Claims Administration and Objections 56.8 $20,160.00 17 Investigation of Company (Asset Analysis 79.8 $34,121.00 and Recovery) 18 Tax Matters 1.1 $431.50 19 Preparation of Reports to Creditors 83.0 $33,432.00 Committee TOTAL 608.8 $279,136.00 EXPENSE SUMMARY FOR CASE PERIOD OCTOBER 1, 2020 THROUGH JULY 7, 2021 Expense Category Service Provider Total Expenses (if applicable) N/A

5

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE _________________________________________ ) In re: ) Chapter 11 ) MEA RemainCo Holdings, LLC, et al.,1 ) Case No. 20-12088 (MFW) ) Debtors. ) (Jointly Administered) ) _________________________________________ ) Obj. Deadline: 9/23/21 at 4:00 p.m. (ET) Hearing Date: 10/27/21 at 11:30 a.m. (ET) Related to Docket Nos. 266, 298, 319, 333, 357, 37 396, 409, 467, 490, 541 TENTH MONTHLY AND FINAL FEE APPLICATION OF BDO CONSULTING GROUP LLC, A DIVISION OF BDO USA, LLP, AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR (I) THE MONTHLY PERIOD FROM JULY 1, 2021 THROUGH JULY 7, 2021 AND (II) THE CASE PERIOD FROM OCTOBER 1, 2020 THROUGH JULY 7, 2021 BDO Consulting Group LLC, a Division of BDO USA, LLP (together with its wholly owned subsidiaries, agents, independent contractors and employees, the “Applicant” or “BDO”), former financial advisor to the Official Committee of Unsecured Creditors of Energy Alloys Holdings, LLC, et al. (the “Committee”), respectfully submits this tenth monthly and final fee application (the “Application”) pursuant to (i) sections 330 and 331 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended (the “Bankruptcy Code”), (ii) Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), (iii) Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of 1 The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: MEA RemainCo Holdings, LLC (f/k/a Energy Alloys Holdings, LLC) (4144); MEA RemainCo, L.L.C. (f/k/a Energy Alloys, L.L.C.) (0377); MEA RemainCo Louisiana, LLC (f/k/a Energy Alloys Louisiana, LLC) (0623); MEA RemainCo Canada Holding, L.L.C. (f/k/a Energy Alloys Canada Holding, L.L.C.) (0382); MEA RemainCo Services, L.L.C. (f/k/a Energy Alloys Services, L.L.C.) (4284); MEA RemainCo Cayman Holding, L.L.C. (f/k/a Energy Alloys Cayman Holding, L.L.C.) (3484); MEA RemainCo Mexico Holding Co. – Majority, LLC (f/k/a Energy Alloys Mexico Holding Co. - Majority, LLC) (9165); MEA RemainCo Mexico Holding Co. – Minority, LLC (f/k/a Energy Alloys Mexico Holding Co. - Minority, LLC) (N/A). The mailing address for the Debtors is 9450 Pinecroft Drive, P.O. Box 8819, The Woodlands, TX 77380.

6

Delaware (the “Local Rules”), and (iv) the Order Establishing Procedures for Interim Compensation and Reimbursement of Professionals [Docket No. 109] (the “Interim Compensation Order”),2 and (v) the Debtors’ Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation [Docket No. 508-1] (as amended, the “Plan”), for (a) allowance of monthly compensation for professional services and reimbursement of actual and necessary expenses incurred for the period from July 1, 2021 through July 7, 2021 (the “Monthly Period”) and (b) final allowance of compensation for professional services and reimbursement of actual and necessary expenses incurred for the period from October 1, 2020 through July 7, 2021 (the “Case Period”). In support of this Application, BDO submits the Certification of Michele Michaelis, attached hereto as Exhibit A. In further support of the Application, BDO respectfully represents as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction to consider this Application pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States DistrictCourt for the District of Delaware, dated February 29, 2012. This is a core proceeding under 28 U.S.C. § 157(b)(2). Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409. 2. The statutory and legal predicates for the relief sought herein are sections 330 and331 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 2016-2. BACKGROUND A. The Chapter 11 Cases 3. On September 9, 2020, the above-captioned debtors (collectively, the “Debtors”)commenced these cases by filing voluntary petitions for relief under chapter 11 of the 2 Capitalized terms not defined herein shall have the meanings ascribed to them in the Interim Compensation Order.

7

Bankruptcy Code (collectively, the “Chapter 11 Cases”). The Chapter 11 Cases are being jointly administered. The Debtors’ business operations, corporate and capital structures, and the circumstances leading to the Chapter 11 Cases are described in greater detail in the Declaration of Bryan Gaston in Support of Debtors’ Chapter 11 Petitions and First Day Motions [Docket No. 11]. 4. On September 23, 2020, the Office of the United States Trustee for the District ofDelaware (the “U.S. Trustee”) appointed the Committee in the Chapter 11 Cases. See Docket No. 58. 5. On June 28, 2021, the Court entered the Order (I) Approving the Debtors’Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation on a Final Basis and (II)Confirming the Debtors’ Combined Disclosure Statement and Joint Chapter 11 Plan ofLiquidation [Docket No. 508] (the “Confirmation Order”), thereby confirming the Plan. On July 8, 2021, the Plan became effective (the “Effective Date”). See Docket No. 519. 6. Article VI.B of the Plan provides that all chapter 11 case professionals must filefinal requests for payment of compensation and reimbursement of expenses not later than sixty (60)days after the Effective Date (i.e., September 6, 2021). This Application represents BDO’sfinal request for payment of compensation and reimbursement of expenses in the Chapter 11 Cases. B. The Retention of BDO 7. On November 10, 2020, the Court entered the Order Authorizing the Employmentand Retention of BDO Consulting Group LLC, a Division of BDO USA, LLP, as Financial Advisor for the Official Committee of Unsecured Creditors Nunc Pro Tunc to October 1, 2020 [Docket No. 162] (the “Retention Order”). The Retention Order authorizes the Debtors to

8

compensate BDO at BDO’s hourly rates charged for services of this type and to reimburse BDO for BDO’s reasonable and necessary out-of-pocket expenses incurred, subject to the limitations set forth in the Application and approval of such amounts by this Court. C. The Interim Compensation Order 8. On October 13, 2020, the Court entered the Interim Compensation Order, whichsets forth the procedures for interim compensation and reimbursement of expenses in these Chapter 11 Cases. RELIEF REQUESTED 9. By this Application, BDO seeks approval and allowance of compensation in theamount of $4,306.50 for professional services rendered during the Monthly Period. BDO also seeks final approval and allowance of compensation in the amount of $279,136.00 for professional services rendered during the Case Period, including any and all holdbacks. Pursuant to the Interim Compensation Order, and as detailed in the chart below, BDO filed nine monthly applications during the Case Period. See Docket Nos. 266, 298, 333, 357, 376, 409, 467, 490, and 541 (collectively, the “Monthly Applications”). Each of the Monthly Applications contains a detailed narrative describing the services provided to the Committee by BDO during the applicable period. In addition, BDO filed two interim fee applications during the Case Period. See Docket Nos. 319 (first interim fee application for the period October 1, 2020 through November 30, 2020) and 396 (second interim fee application for the period December 1, 2020 through February 28, 2021) (together the “Interim Applications”).

9

Table 1 on page 10. Back to List of Tables
MONTHLY FEE
APPLICATION
None None REQUESTED FEES
AND EXPENSES
None APPROVED FEES
AND EXPENSES
None HOLDBACK
Application
Docket No.
Date Filed
CNO
Date
Filed
Docket
No.
Period
Covered
Requested
Fees
Requested
Expenses
Approved
Fees
Approved
Expenses
Fee
Holdback
First
Monthly
DI 266
12/15/20
1/5/21
DI 290
10/1/20-
10/31/20
$96,497.50 $0.00 $96,497.50 $0.00 $0.00
Second
Monthly
DI 298
1/8/21
1/29/21
DI 336
11/1/20-
11/30/20
$49,933.50 $0.00 $49,933.50 $0.00 $0.00
First
Interim
DI 319
1/19/21
1/19/21
DI 319
10/1/20-
11/30/20
$146,431.00 $0.00 $146,431.00 $0.00 $0.00
Third
Monthly
DI 333
1/28/21
2/18/21
DI 355
12/1/20-
12/31/20
$35,369.00 $0.00 $35,369.00 $0.00 $0.00
Fourth
Monthly
DI 357
2/22/21
3/29/21
DI 381
1/1/21-
1/31/21
$25,715.50 $0.00 $25,715.50 $0.00 $0.00
Fifth
Monthly
DI 376
3/24/21
4/14/21
DI 393
2/1/21-
2/28/21
$21,905.50 $0.00 $21,905.50 $0.00 $0.00
Second
Interim
DI 396
4/14/21
4/14/21
DI 396
12/1/20-
2/28/21
$82,990.00 $0.00 $82,990.00 $0.00 $0.00
Sixth
Monthly
DI 409
4/22/21
5/14/21
DI 444
3/1/21-
3/31/21
$19,470.50 $0.00 $15,576.40
(80%)
$0.00 $3,894.10
(20%)
Seventh
Monthly
DI 467
5/21/21
6/14/21
DI 488
4/1/21-
4/30/21
$6,125.00 $0.00 $4,900.00
(80%)
$0.00 $1,225.00
(20%)
Eighth
Monthly
DI 490
6/16/21
7/15/21
DI 523
5/1/21-
5/31/21
$5,595.50 $0.00 $4,476.40
(80%)
$0.00 $1,119.10
(20%)
Ninth
Monthly
DI 541
8/3/21
8/27/21
DI 557
6/1/21-
6/30/21
$14,217.50 $0.00 $11,374.00
(80%)
$0.00 $2,843.50
(20%)
Total $274,829.50 $0.00 $265,747.80 $0.00 $9,081.70

10

10. In support of this request for the final allowance of all fees and expenses incurredby BDO during the Case Period, BDO incorporates herein by reference each of its Monthly Applications and Interim Applications, together with the certificates of no objection with respect to the same. DESCRIPTION OF SERVICES RENDERED 11. The Retention Order authorized BDO to render financial advisory services to theCommittee. Since being retained by the Committee, BDO has rendered professional services to the Committee as requested and as necessary and appropriate in furtherance of the interests of the unsecured creditors of the Debtors’ estates. BDO respectfully submits that the professional services that it rendered on behalf of the Committee were necessary and have directly benefited the creditor constituents represented by the Committee and have contributed to the effective administration of these cases. 12. All services rendered by BDO for the Committee were described in the time detail(i)included in the Monthly Applications and (ii) attached hereto as Exhibit B for the MonthlyPeriod. These records include daily time logs describing the time spent by each BDO professional and administrative-level person in these Chapter 11 Cases. NOTICE 13. As required under the Plan, the Application will be served on counsel to theDebtors’, counsel to the Wingfoot/Second Lien Required Lenders, the U.S. Trustee, and all parties that have requested notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002. NO PRIOR REQUEST 14. No prior request for the relief sought in the Application has been made to this orany other court.

11

CONCLUSION WHEREFORE, BDO respectfully requests that the Court enter an Order: (i) granting the Application and authorizing final allowance of compensation in the amount of $279,136.00 for professional services rendered during the Case Period; and (ii) granting such other and further relief as the Court deems just and proper. Dated: New York, New York BDO CONSULTING GROUP LLC September 2, 2021 /s/ Michele Michaelis Michele Michaelis Managing Director 100 Park Avenue New York, New York 10017 Telephone: (212) 885-8000 Facsimile: (212) 697-1299 Former Financial Advisor to the Official Committee of Unsecured Creditors

12