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Full title: Order Signed On 5/11/2021 Re: Authorizing The Employment And Retention Of Rothschild & Co Us Inc. And Asesorias Financieras Rp Spa As Investment Bankers To Debtors Effective Nunc Pro Tunc To The Petition Date (Related Doc # 72) .

Document posted on May 10, 2021 in the bankruptcy, 7 pages and 0 tables.

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Jointly Administered ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF ROTHSCHILD & CO US INC. AND ASESORIAS FINANCIERAS RP SPA AS INVESTMENT BANKERS TO DEBTORS EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE Upon the Application (the “Application”)2 of Automotores Gildemeister SpA, and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”), for entry of an order (this “Order”) authorizing Debtors’ retention and employment of Rothschild & Co US Inc. (“Rothschild & Co”) and Asesorias Financieras RP Spa (“RPA” and, together with Rothschild & Co, the “Investment Bankers”) as the Debtors’ investment bankers, effective nunc pro tunc to the Petition Date, in accordance with the terms and conditions set forth in the Engagement Letter, attached hereto as Exhibit 1, all as more fully set forth in the Application; and upon the Declaration of Eduardo Moyano in Support of First Day Motions and Applications in Compliance with Local Rule 1007-2 (the “First Day Declaration”), the Declaration of Marcelo Messer in Support of the Application for Debtors for Entry of an Order Authorizing Retention and Employment of Rothschild & Co US Inc. and Asesorias Financieras RP Spa as Investment Bankers Nunc Pro Tunc to the Petition Date attached to the Application as 1 The Debtors, together with each of the Debtor’s Chilean, Brazilian, and/or Uruguayan tax identification number, as applicable, are: Automotores Gildemeister SpA (79.649.140-K), AG Créditos SpA (76.547.689-5), Marc Leasing, S.A. (96.658.270-7),Date attached to the Application as Exhibit C (the “Paiva Declaration”), and the Declaration of Eduardo Moyano in Support of the Application of Debtors for Entry of an Order Authorizing Retention and Employment of Rothschild & Co US Inc. and Asesorias Financieras RP Spa as Investment Bankers Nunc Pro Tunc to the Petition Date attached to the Application as Exhibit D (the “Moyano Declaration”); and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York dated January 31, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that the relief requested in the Application is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having found that the Debtors’ notice of the Application and opportunity for a hearing on the Application was appropriate and no other notice need be provided; and the Court having reviewed the Application and having heard the

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 Automotores Gildemeister SpA, et al.,1 Case No. 21-10685 (LGB) Debtors. Jointly Administered ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF ROTHSCHILD & CO US INC. AND ASESORIAS FINANCIERAS RP SPA AS INVESTMENT BANKERS TO DEBTORS EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE Upon the Application (the “Application”)2 of Automotores Gildemeister SpA, and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”), for entry of an order (this “Order”) authorizing Debtors’ retention and employment of Rothschild & Co US Inc. (“Rothschild & Co”) and Asesorias Financieras RP Spa (“RPA” and, together with Rothschild & Co, the “Investment Bankers”) as the Debtors’ investment bankers, effective nunc pro tunc to the Petition Date, in accordance with the terms and conditions set forth in the Engagement Letter, attached hereto as Exhibit 1, all as more fully set forth in the Application; and upon the Declaration of Eduardo Moyano in Support of First Day Motions and Applications in Compliance with Local Rule 1007-2 (the “First Day Declaration”), the Declaration of Marcelo Messer in Support of the Application for Debtors for Entry of an Order Authorizing Retention and Employment of Rothschild & Co US Inc. and Asesorias Financieras RP Spa as Investment Bankers Nunc Pro Tunc to the Petition Date attached to the Application as 1 The Debtors, together with each of the Debtor’s Chilean, Brazilian, and/or Uruguayan tax identification number, as applicable, are: Automotores Gildemeister SpA (79.649.140-K), AG Créditos SpA (76.547.689-5), Marc Leasing, S.A. (96.658.270-7), Fonedar S.A. (216288040014), Camur S.A. (216589740015), Lodinem S.A. (217115010014), Carmeister S.A. (96.630.690-7), Maquinaria Nacional S.A. (Chile) (96.812.980-5), RTC S.A. (89.414.100-K), Fortaleza S.A. (76.856.380-2), Maquinarias Gildemeister S.A. (78.862.000-8), Comercial Gildemeister S.A. (76.856.310-1), and Bramont Montadora Industrial e Comercial de Vehiculos S.A. (04.926.142/0002-16). The location of the corporate headquarters and the service address for Automotores Gildemeister SpA is: 11000 Avenida Las Condes Vitacura, Santiago, Chile. 2 All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Application.

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Exhibit B (the “Messer Declaration”), the Declaration of Roberto Paiva in Support of the Application of Debtors for Entry of an Order Authorizing Retention and Employment of Rothschild & Co US Inc. and Asesorias Financieras RP Spa as Investment Bankers Nunc Pro Tunc to the Petition Date attached to the Application as Exhibit C (the “Paiva Declaration”), and the Declaration of Eduardo Moyano in Support of the Application of Debtors for Entry of an Order Authorizing Retention and Employment of Rothschild & Co US Inc. and Asesorias Financieras RP Spa as Investment Bankers Nunc Pro Tunc to the Petition Date attached to the Application as Exhibit D (the “Moyano Declaration”); and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York dated January 31, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that the relief requested in the Application is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having found that the Debtors’ notice of the Application and opportunity for a hearing on the Application was appropriate and no other notice need be provided; and the Court having reviewed the Application and having heard the statements in support of the relief requested therein at a hearing before the Court (the “Hearing”); and the Court having found that each Investment Banker is a “disinterested person” as that term is defined under section 101(14) of the Bankruptcy Code; and the Court having found that the terms and conditions of the Investment Bankers’ employment, including the Fee and Expense Structure, are reasonable as required by section 328(a) of the Bankruptcy Code; and the Court having determined that the legal

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and factual bases set forth in the Application and on the record of the Hearing establish just cause for the relief granted herein; and all objections to the Application (if any) having been withdrawn or overruled; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: The Application is GRANTED to the extent set forth herein. 1. The Debtors are authorized, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-1, to retain and employ Rothschild & Co and RPA as their investment bankers in accordance with the terms and conditions of the Engagement Letter, nunc pro tunc to the Petition Date, and to pay fees and reimburse expenses to Rothschild & Co on the terms set forth in the Engagement Letter, as modified by this Order. 2. Except as expressly set forth herein, the terms of the Engagement Letter, including without limitation the Fee and Expense Structure, are approved pursuant to Bankruptcy Code sections 327(a) and 328(a), and the Debtors are authorized and directed to perform their payment, reimbursement, contribution and indemnification obligations and their non-monetary obligations in accordance with the terms and conditions of, and at the times specified in, the Engagement Letter. 3. The Investment Bankers shall be compensated in accordance with and shall file joint interim and final fee applications for the allowance of compensation for services rendered and reimbursement of expenses incurred in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any other applicable procedures and orders of this Court; provided, however, that the fee applications filed by Rothschild & Co shall

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be subject to review only pursuant to the standard of review set forth in section 328 of the Bankruptcy Code and not subject to the standard of review set forth in section 330 of the Bankruptcy Code, except as expressly set forth herein. 4. The Investment Bankers are authorized to keep reasonably detailed time records in one-half (.5) hour increments and will submit, with any joint interim or final fee application, together with the time records, a narrative summary, by project category, of services rendered and will identify each professional rendering services, the category of services rendered and the amount of compensation requested. The Investment Bankers and their professionals shall be excused from keeping time in tenth-hour increments and shall not be required to provide or conform to any schedules of hourly rates. 5. Notwithstanding any provision to the contrary herein, the U.S. Trustee shall have the right to object to Rothschild & Co’s request(s) for interim and final compensation based on the reasonableness standard provided in section 330 of the Bankruptcy Code, not section 328(a) of the Bankruptcy Code, and in such circumstances, the Court retains the right to review the interim and final applications pursuant to section 330 of the Bankruptcy Code. 6. None of the fees payable to the Investment Bankers shall constitute a “bonus” or fee enhancement under applicable law. 7. Notwithstanding anything to the contrary in the Engagement Letter or the Application, to the extent that the Debtors request the Investment Bankers to perform any services other than those detailed in the Engagement Letter, the Debtors shall seek further approval by the Court by an application that shall set forth the additional services to be performed and the additional fees sought to be paid.

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8. The Debtors shall be bound by the Indemnification Provisions, subject, during the pendency of these Chapter 11 Cases, to the following: (a) All requests for payment of indemnity, contribution or reimbursement pursuant to the Engagement Letter shall be made by means of an application (interim or final, as the case may be) and shall be subject to review by the Court to ensure that payment of such indemnity, contribution or reimbursement conforms to the terms of the Engagement Letter and Indemnification Provisions (as modified and restated by this Order) and is reasonable based upon the circumstances of the litigation or settlement in respect of which indemnity, contribution or reimbursement is sought; provided, however, in no event shall the Investment Bankers be indemnified to the extent the Court determines by final order that any claim or expense has resulted from the bad-faith, self-dealing, breach of fiduciary duty (if any), gross negligence or willful misconduct; (b) In the event that the Investment Bankers seek reimbursement from the Debtors for attorneys’ fees in connection with a request for payment of indemnity, contribution or reimbursement pursuant to the Engagement Letter or the Indemnification Provisions (as modified and restated by this Order), the invoices and supporting time records from such attorneys (which may be redacted for privilege) shall be included in the Investment Bankers’ joint application (interim or final as the case may be) and such invoices and time records shall be subject to the Fee Guidelines and the approval of the Court under the standards of sections 330 and 331 of the Bankruptcy Code without regard to whether such attorney has been retained under section 327 of the Bankruptcy Code and without regard to whether such attorneys’ services satisfy section 330(a)(3)(C) of the Bankruptcy Code; (c) In no event shall the Investment Bankers be entitled to indemnification, contribution, exoneration, reimbursement of attorneys’ fees or expenses, limitation on liability or allocation or apportionment of damages, indemnified or exonerated if the Debtors or representatives of the estates assert a claim, to the extent the Court determines by final order that such claim for indemnity arose out of the Investment Bankers’ own bad-faith, self-dealing, breach of fiduciary duty (if any), gross negligence or willful misconduct; (d) There shall be no limitation of liability of Rothschild & Co, or allocation or apportionment of damages, with respect to a claim or expense to the extent the Court determines by final order that the indemnification, contribution or reimbursement on account of such claim or expense has resulted from the Investment Bankers’ bad-faith, self-dealing, breach of fiduciary duty (if any), gross negligence or willful misconduct.; and (e) Exhibit A of the Engagement Letter is modified by deleting the following clause from the fourth paragraph: “provided, that, in no event shall the aggregate contribution of all such Indemnified Parties exceed the amount of fees received by Rothschild & Co under this Agreement.”

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9. In the event that, during the pendency of these Chapter 11 Cases, the Investment Bankers seek reimbursement for any attorneys’ fees and/or expenses, the invoices and supporting time records from such attorneys, appropriately redacted to preserve applicable privileges, shall be included in the Investment Bankers’ joint fee applications, and such invoices and time records shall be in compliance with the Bankruptcy Local Rules, and shall be subject to the U.S. Trustee Guidelines and approval of the Court under the standards of sections 330 and 331 of the Bankruptcy Code, without regard to whether such attorney has been retained under section 327 of the Bankruptcy Code; provided, however, that neither Investment Banker shall be permitted to seek reimbursement from the Debtors’ estates for any attorney’s fees incurred in defending against any objections to any of the Investment Bankers’ joint fee applications filed in these Chapter 11 Cases. 10. The Investment Bankers shall use reasonable efforts to avoid any unnecessary duplication of services provided by any of the Debtors’ other retained professionals in these Chapter 11 Cases. 11. Notwithstanding any Bankruptcy Rule or Local Rule that might otherwise delay the effectiveness of this Order, the terms and conditions of this Order shall be effective and enforceable immediately upon its entry. 12. The relief granted herein shall be binding upon any chapter 11 trustee appointed in these Chapter 11 Cases or upon any chapter 7 trustee appointed in the event of a subsequent conversion of these Chapter 11 Cases to cases under chapter 7. 13. In the event of any inconsistency between the Engagement Letter, the Application, and this Order, this Order shall govern.

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14. The Debtors are authorized and empowered to take all actions necessary and to execute such documents as may be necessary to implement the relief granted in this Order. 15. This Court shall retain exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, or enforcement of this Order. /s/ Lisa G. Beckerman Dated: May 11, 2021 Honorable Lisa G. Beckerman United States Bankruptcy Judge New York, New York

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