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ny-1201469
UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION In re Chapter 11 WALTER ENERGY, INC., et al.,1 Case No. 15-02741-TOM11 Debtors. Jointly Administered
APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
WALTER ENERGY, INC., ET AL. FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERKELEY RESEARCH
GROUP, LLC AS FINANCIAL ADVISOR, NUNC
PRO TUNC TO AUGUST 5, 2015
The Official Committee of Unsecured Creditors (the “Committee”) of Walter Energy,
Inc., et al. (the “Debtors”), hereby makes this application (the “Application”) for entry of an
order, substantially in the form attached hereto as Exhibit A (the “Order”), pursuant to sections
328, 330 and 1103 of title 11 of the United States Code (the “Bankruptcy Code”), rules 2014(a)
and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and rule 2016-
1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the Northern District of Alabama (the “Local Rules”), authorizing the employment and
retention of Berkeley Research Group, LLC (d/b/a BRG/Capstone) (“BRG”), as financial advisor
to the Committee pursuant to that certain engagement letter attached hereto as Exhibit B
1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Walter Energy, Inc. (9953); Atlantic Development and Capital, LLC (8121); Atlantic Leaseco, LLC (5308); Blue Creek Coal Sales, Inc. (6986); Blue Creek Energy, Inc. (0986); J.W. Walter, Inc. (0648); Jefferson Warrior Railroad Company, Inc. (3200); Jim Walter Homes, LLC (4589); Jim Walter Resources, Inc. (1186); Maple Coal Co., LLC (6791); Sloss-Sheffield Steel & Iron Company (4884); SP Machine, Inc. (9945); Taft Coal Sales & Associates, Inc. (8731); Tuscaloosa Resources, Inc. (4869); V Manufacturing Company (9790); Walter Black Warrior Basin LLC (5973); Walter Coke, Inc. (9791); Walter Energy Holdings, LLC (1596); Walter Exploration & Production LLC (5786); Walter Home Improvement, Inc. (1633); Walter Land Company (7709); Walter Minerals, Inc. (9714); and Walter Natural Gas, LLC (1198). The location of the Debtors’ corporate headquarters is 3000 Riverchase Galleria, Suite 1700, Birmingham, Alabama 35244-2359.
(the
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“Engagement Letter”), in connection with the above-captioned chapter 11 cases (the “Chapter 11
Cases”) nunc pro tunc to August 5, 2015. In support of this Application, the Committee submits
the Declaration of Edwin N. Ordway, Jr. (the “Ordway Declaration”), attached hereto as
Exhibit C, and incorporated herein by reference. In further support of the Application, the
Committee respectfully represents as follows:
1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and
1334. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding
pursuant to 28 U.S.C. § 157(b)(2).
JURISDICTION, VENUE, AND STATUTORY PREDICATE
2. The statutory predicates for the relief sought herein are sections 328, 330 and
1103(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rule 2016-1.
3. On July 15, 2015 (the “
BACKGROUND
Petition Date
4. The Debtors continue to operate their businesses and manage their properties as
debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. As of the
date hereof, neither a trustee nor an examiner has been appointed in these Chapter 11 Cases.
”), each of the Debtors filed voluntary
petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors’ Chapter 11 Cases are
being jointly administered pursuant to Bankruptcy Rule 1015. See Docket No. 54.
5. On July 30, 2015, the Bankruptcy Administrator for the Northern District of
Alabama (the “Bankruptcy Administrator”) appointed the following entities to the Committee in
these cases pursuant to Bankruptcy Code section 1102: (i) Carroll Engineering Co.;
(ii) Consolidated Pipe & Supply Co., Inc.; (iii) Cowin & Company, Inc.; (iv) Delaware Trust
Company, as Indenture Trustee; (v) Hager Oil Company, Inc.; (vi) Industrial Mining Supply
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Inc.; (vii) Mayer Electric Supply Co., Inc.; (viii) UMB Bank National Association, as Indenture
Trustee; (ix) United Mineworkers of America; (x) United Mineworkers of America 1974 Pension
Plan and Trust; and (xi) United Steelworkers. See Docket No. 268. On August 4, 2015, the
Pension Benefit Guaranty Corporation and Nelson Brothers, LLC were added to the Committee.
See Docket Nos. 336, 342. On August 26, 2015 and August 28, 2015, Cowin & Company, Inc.
and Mayer Electric Supply Company, Inc. resigned from the Committee, respectively.
6. In addition, on July 30, 2015, the Court entered an order authorizing the
formation of a committee of retired employees pursuant to Bankruptcy Code sections 1114(c)(2)
and 1114(d). See Docket No. 264.
7. At a meeting of the Committee held on August 5, 2015, the Committee
interviewed several potential advisors and, after due deliberation and a vote, decided to retain,
among other professionals, (i) BRG as its financial advisor and (ii) Houlihan Lokey Capital, Inc.
(“Houlihan Lokey”) as its investment banker. Prior to filing this Application, substantial efforts
were undertaken by BRG, Houlihan Lokey and the Committee to carefully delineate and allocate
(the “Allocation”) the respective services to be provided by each of BRG and Houlihan Lokey to
avoid overlap and duplication of services and, most importantly, to ensure that advice and
guidance deemed necessary and appropriate by the Committee in furtherance of its duties is
provided in a timely and cost-effective manner.
8. By this Application, the Committee seeks to employ and retain BRG pursuant to
sections 328, 330 and 1103(a) of the Bankruptcy Code to perform financial advisory services for
the Committee in these Chapter 11 Cases, nunc pro tunc to August 5, 2015 (the “
RELIEF REQUESTED
Effective
Date”). Subject to the Court’s approval, the Engagement Letter sets forth the terms and
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conditions that will govern the Committee’s retention of BRG, except as explicitly set forth
herein or in any order granting this Application.
9. The Committee submits this Application to ensure that it has a qualified
professional to provide financial advisory services that are critical to the success of these Chapter
11 Cases. Upon formation, the Committee selected BRG as its financial advisor and Houlihan
Lokey as its investment banker, with each firm to perform specific tasks within their respective
expertise while minimizing overlap or duplication. The Committee believes that BRG is well-
suited to act as financial advisor to the Committee in these Chapter 11 Cases in light of the
significant experience BRG’s professionals have providing advice in the areas of forensic
analysis, claims management, contract assumption and rejection and avoidance actions.
Moreover, BRG’s professionals have acted as financial advisor, crisis manager, and corporate
officer in middle market to large multinational restructurings across a wide array of industries,
and have experience providing restructuring, transaction advisory and litigation support services,
among others.
BRG’S QUALIFICATIONS AND THE NEED FOR BRG’S SERVICES
10. The Committee is familiar with BRG’s professional standing and excellent
reputation, and recognizes that the professionals employed by BRG have a wealth of experience
in providing financial advisory and related services in restructurings and reorganizations
throughout the United States on behalf of various case constituencies. Specifically, BRG’s
professionals have assisted and advised debtors and official committees in numerous bankruptcy
cases, including among others: In re Quicksilver Resources Inc., et al., Case No. 15-10585
(LSS) (Bankr. D. Del. May 8, 2015) [ECF No. 331]; In re Reichhold Holdings US, Inc., Case
No. 14-12237 (MFW) (Bankr. D. Del. Nov. 21, 2014) [ECF No. 261]; In re Brookstone Holdings
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Corp., Case No. 14-10752 (BLS) (Bankr. D. Del. May 19, 2014) [ECF No. 369]; In re MF
Global Holdings, Ltd., Case No. 11-15059 (MG) (Bankr. S.D.N.Y. Feb. 9, 2012) [ECF No. 435];
In re Refco Inc., Case No. 05-60006 (RDD) (Bankr. S.D.N.Y. July 17, 2006) [ECF No. 2408]; In
re Old Carco LLC, (f/k/a Chrysler LLC), Case No. 09-50002 (SMB) (Bankr. S.D.N.Y. May 20,
2009) [ECF No. 1301]; In re Tropicana Entertainment, LLC, Case No. 08-10856 (KJC) (Bankr.
D. Del. Aug. 8, 2008) [ECF No. 742]; In re Spiegel Inc., Case No. 03-11540 (BRL) (Bankr.
S.D.N.Y. Mar. 18, 2004) [ECF No. 1437]; In re W.R. Grace & Co., Case No. 01-01139 (KJC)
(Bankr. D. Del. June 8, 2004) [ECF No. 5758]; In re Penson Worldwide Inc., Case No. 13-10061
(LSS) (Bankr. D. Del. Mar. 14, 2013) [ECF No. 310]; and In re Nortel Networks Inc., Case No.
09-10138 (KJG) (Bankr. D. Del. Mar. 4, 2009) [ECF No. 431]. BRG’s professionals have
likewise advised creditors, bondholders, investors, and others in numerous additional bankruptcy
cases, including: In re Kmart Corp., Case No. 02-02474 (SPS) (Bankr. N.D. Ill.); In re Adelphia
Commc’ns Corp., Case No. 02-41729 (REG) (Bankr. S.D.N.Y.); In re Owens-Corning Corp.,
Case No. 00-03837 (KG) (Bankr. D. Del.); In re PBE Corporation (f/k/a Polaroid Corporation),
Case No. 08-46617 (GK) (Bankr. D. Minn.); In re AI Realty Marketing of N.Y., Inc. and
Sunbeam Corp., Case No. 01-40252 (AJG) (Bankr. S.D.N.Y.); In re U.S. Office Products
Company, Case No. 01-00646 (KF) (Bankr. D. Del.); In re Collins & Aikman Corporation, Case
No. 05-55927 (SWR) (Bankr. E.D. Mich.); In re Federal-Mogul Global, Inc., Case No. 01-
10578 (CSS) (Bankr. D. Del.); In re SemCrude, L.P., Case No. 08-11525 (BLS) (Bankr. D.
Del.); and In re Calpine Corporation, Case No. 05-60200 (CGM) (Bankr. S.D.N.Y.).2
11. The Committee chose BRG to act as its financial advisor in these Chapter 11
Cases based in large part on the experience outlined above. The Committee believes that BRG’s
2 The professionals provided services in some of these cases prior to joining BRG.
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services are necessary to enable the Committee to assess and monitor the Debtors’ restructuring
efforts in furtherance of the Committee’s obligations to protect the interests of and maximize
value for all unsecured creditors. Moreover, based on the experience of BRG’s professionals in
large, complex chapter 11 cases, the Committee believes that BRG is well-qualified to provide
such services in a cost-effective, efficient and timely manner. The Committee understands that
BRG will make every effort to ensure that its efforts will not be duplicative or overlap with the
efforts of Houlihan Lokey or any other professional retained by the Committee.
12. The Debtors are a large and complex enterprise, and the Committee requires an
experienced financial advisor to navigate the Debtors’ restructuring process. Subject to the
Court’s approval, and in accordance with the Engagement Letter and the Allocation, the
Committee anticipates that BRG will provide financial advisory services with respect to the
following areas:
SERVICES TO BE RENDERED
3
a) Historical and current financial performance;
b) The underlying operational assumptions of the Debtors’ business plan(s) and financial forecasts to ensure credibility;
c) Cash collateral, including payment of pre-petition obligations and on-going performance against budget;
d) SEC filings, MORs, other financial reports, SOFAs and schedules;
e) Claims management process;
f) Intercompany and/or related party transactions;
g) Contract assumption and rejection issues, as well as surety bonding issues;
h) Preference payments, fraudulent conveyances, and other potential causes of action;
3 This Application summarizes the terms of the Engagement Letter. To the extent there is a conflict between the Application and the Engagement Letter, the Engagement Letter will govern.
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i) Employee needs and related costs;
j) Tax structure and claims; and
k) Expert testimony and or litigation/forensic work.
13. The Committee believes that the financial advisory services to be rendered by
BRG, which services may be subject to modification at the Committee’s request and subject to
further order of the Court, are necessary to enable the Committee to faithfully execute its
statutory duties to unsecured creditors. In light of BRG’s substantial experience and expertise, as
well as the complex nature of the Debtors’ business and financial affairs, the Committee believes
that BRG is well qualified to provide the Committee with professional advice in these areas.
14. Contemporaneously with the filing of this Application, the Committee also filed
an application for authority to retain Houlihan Lokey to provide investment banking services to
the Committee. The services that BRG will provide to the Committee are separate and distinct
from, and complementary to, the services that Houlihan Lokey will provide to the Committee.
To achieve case efficiencies and ensure that there is no unnecessary duplication of services by
either firm during the pendency of these Chapter 11 Cases, the Committee requested that
Houlihan Lokey and BRG confer regarding an appropriate division of projects and
responsibilities. Thereafter, the Committee reviewed the proposed Allocation and, after further
refinements, has approved the Allocation attached hereto as
NO DUPLICATION OF SERVICES
Exhibit D
15. The Committee believes that the Allocation will ensure that it receives all of the
financial assistance and advice that it requires in a cost-effective, efficient and timely manner, by
allocating among BRG and Houlihan Lokey those tasks and professional service responsibilities
and incorporated into the
terms of the Engagement Letter and this Application.
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most suited to each firm’s expertise and experience. For example, BRG will provide discrete
analyses regarding, among other things, historical and current financial performance, and
budgeting and cash management activities, whereas Houlihan Lokey will provide broader
strategic investment banking advice. BRG’s professionals have regularly worked in a co-
advisory role with other professionals, including investment bankers, and therefore, have
significant experience working cooperatively while minimizing duplication of efforts.
16. The Committee’s intention in hiring both an investment banker and financial
advisor is to efficiently and cost-effectively meet its obligations to protect the interests of and
maximize value for all unsecured creditors. For the reasons described above, the Committee
believes that the Allocation represents an efficient division of labor and use of resources, and
will facilitate the Committee’s performance of its statutory and fiduciary obligations.
17. The Committee proposes to retain BRG on an hourly fee basis. The hourly rates
charged by BRG for the services provided by its personnel differ based upon, among other
things, each professional’s level of experience, geographic differentials, and the types of services
being provided. The current standard hourly rates for BRG personnel who will work on this
engagement are as follows:
PROFESSIONAL COMPENSATION
Title 2015
Managing Directors $625 - $895
Staff $200 - $640 Support staff $120 - $200
These hourly rates are subject to periodic adjustment in the ordinary course of business to reflect,
among other things, personnel promotions, other changes in responsibilities, and increases in the
cost of doing business. Any such adjustments will be noted on the invoices for the first time
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period in which the revised rates become effective.4
18. In addition to compensation for professional services rendered, BRG will seek
reimbursement for reasonable and necessary expenses incurred, including but not limited to
travel and lodging expenses, business meals, costs of reproduction, research, overnight delivery
charges, any applicable sales or excise taxes and other direct expenses. BRG will not charge the
Committee for internal or overhead costs or document production services (including regular
secretarial and word processing time). If necessary, BRG will request compensation for any time
and expenses (including, without limitation, reasonable legal fees and expenses) that may be
incurred in connection with considering or responding to discovery requests or other requests for
documents or information, or in participating as a witness or otherwise in any legal, regulatory,
or other proceedings.
The rates for the BRG professionals
anticipated to be assigned to this engagement are as follows: Edwin N. Ordway, Jr. ($895), Peter
Chadwick ($825), Joseph Vizzini ($595), Adam Chonich ($475) and Alex Roque ($440). BRG
has advised the Committee that these hourly rates are commensurate with the fees charged to its
other clients and in other cases comparable in size and complexity to these Chapter 11 Cases
(provided such clients are billed hourly).
19. BRG acknowledges that the Committee, its constituents, and its advisors and
professionals (including, but not limited to counsel), shall not be liable for the fees, expenses or
other amounts payable to BRG under the Engagement Letter, and that the Debtors shall bear sole
responsibility for such fees, expenses and other amounts due.
20. BRG intends to apply to the Court for compensation for professional services
rendered and reimbursement of expenses in accordance with the applicable provisions of the
4 Under normal circumstances, BRG adjusts its hourly rates annually on January 1.
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Bankruptcy Code (including section 330), the Bankruptcy Rules, the Local Rules (including
Local Rule 2016-1), the Order, and the terms of the Court’s order establishing procedures for
interim compensation in these Chapter 11 Cases. BRG understands that, subject to this Court’s
orders, BRG will be required to apply for final allowance of fees at the end of the bankruptcy
cases.
21. BRG has agreed to maintain records of its time in support of any fees in one-tenth
of an hour increments, and will include reasonably detailed descriptions of the services provided
on behalf of the Committee. BRG also will maintain records of all costs and expenses incurred
in connection with the services rendered.
22. No promises have been received by BRG nor any member or employee thereof,
regarding payment or compensation in connection with these cases other than in accordance with
the provisions of the Bankruptcy Code. Except for internal agreements among the members,
employees and independent contractors of BRG regarding the sharing of revenue or
compensation, neither BRG nor any of its members, employees, or independent contractors has
entered into an agreement or understanding to share compensation with any other entity as
described in Bankruptcy Rule 2016.
23. The terms and conditions of the Engagement Letter were negotiated between the
Committee and BRG and reflect the parties’ mutual agreement as to the substantial efforts that
will be required in this engagement. The Committee believes that it has obtained a favorable fee
structure under the circumstances. The Committee further believes that the retention of BRG on
an hourly fee basis and Houlihan Lokey on a fixed monthly fee basis will ensure that the
Committee will be provided with all of the professional financial services and advice that it
needs in a cost-effective, efficient and timely manner. Consequently, the Committee believes
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that the fee and expense structure set forth herein is reasonable and appropriate.
24. The Committee requests that the Debtors provide BRG with certain rights of
indemnification (the “
INDEMNIFICATION
Indemnity
25. The Committee submits that the indemnification, contribution, and reimbursement
provisions reflected in the Engagement Letter are customary and reasonable terms of
engagement for financial advisors in cases in this and other districts. See, e.g., In re Bill Heard
Enters., Inc., Case No. 08-83029 (JAC) (Bankr. N.D. Ala. Sept. 30, 2008) [ECF No. 34]
(approving retention of financial advisor with indemnification terms similar to those contained in
the Engagement Letter); In re TOUSA, Inc., Case No. 08-10928 (JKO) (Bankr. S.D. Fla. Aug.
27, 2008) [ECF No. 1701] (authorizing indemnification of investment banking on terms similar
to those contained in the Engagement Letter).
”) pursuant to the Engagement Letter. The Indemnity contained
in the Engagement Letter provides, without limitation, that the Debtors agree to indemnify and
hold harmless BRG and any of its members, employees, representatives, agents, independent
contractors, counsel and affiliates against any and all losses, claims, damages, liabilities,
penalties, judgments, awards, costs, fees, expenses and disbursements, including, without
limitation, defending any action, suit, proceedings or investigation (whether or not in connection
with a proceeding or litigation in which BRG is a party), directly or indirectly related to the
engagement of BRG or any services rendered pursuant to this engagement, unless there is a final
non-appealable order of a court of competent jurisdiction finding BRG directly liable for gross
negligence or willful misconduct. BRG acknowledges that neither the Committee nor any of its
individual members shall have any liability for the Indemnity.
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26. BRG has reviewed its internal client databases and has informed the Committee
that, except to the extent disclosed herein and in the Ordway Declaration, (a) BRG has no
connection with the Debtors, their creditors, equity security holders or other parties in interest in
these Chapter 11 Cases; (b) BRG does not have or represent any entity having an interest adverse
to the interests of the Debtors’ estates or of any class of creditors or equity security holders; and
(c) neither BRG nor any of its professionals and employees who will work on this engagement
(i) is a creditor, equity security holder or an insider of the Debtors or (ii) is or was, within two
years before the Petition Date, a director, officer, or employee of any of the Debtors.
Additionally, BRG does not have any connection with the Bankruptcy Judge to which the
Chapter 11 Cases are assigned, the Bankruptcy Administrator or any of the attorneys employed
in the office of the Bankruptcy Administrator.
BRG’S DISINTERESTEDNESS
27. From time to time, BRG may be asked to value and manage the liquidation of
assets of investment funds. Such investment funds could, from time to time, take positions in
debt or equity of the Debtors without BRG’s knowledge or consent. BRG has no pecuniary
interest in such investment funds, nor will BRG profit from the value realized from the sale of
their assets. To the extent any member or employee of BRG is utilized for valuation expertise on
behalf of the Committee (and, accordingly, given access to confidential information), that
member or employee will not perform any valuation work on any debt or equity securities of the
Debtors for any investment fund for the duration of this engagement. Similarly, if BRG is
providing valuation work on any debt or equity securities of the Debtors for any investment fund
for the duration of its engagement with the Committee, then the BRG member or employee
undertaking such work will be restricted from, and have no access to, any confidential
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information of the Debtors.
28. BRG has not provided, and will not provide, any professional services to the
Debtors, any other creditors, other parties in interest, or their respective attorneys and
accountants with regard to any matter related to these chapter 11 cases.
29. The Committee seeks entry of the Order authorizing it to retain and employ BRG
pursuant to Bankruptcy Code section 1103(a). Section 1103(a) of the Bankruptcy Code
provides, in relevant part, that the Committee, with the Court’s approval, “may select and
authorize the employment . . . of one or more attorneys, accountants, or other agents, to represent
or perform services…” for the Committee. 11 U.S.C. § 1103(a). Pursuant to Bankruptcy Rule
2014, an application to retain a professional under Bankruptcy Code section 1103
BASIS FOR RELIEF REQUESTED
shall state the specific facts showing the necessity for the employment, the name of the person to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the person’s connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.
Fed. R. Bank. P. 2014(a).
30. The Committee submits that the requirements set forth in Bankruptcy Rule 2014
are met with this Application. As described above, the Committee needs to retain a qualified
financial advisor to properly fulfill its statutory and fiduciary duties to creditors in these complex
Chapter 11 Cases. In conjunction with the investment banking services to be provided by
Houlihan Lokey, the Committee’s retention of BRG as its financial advisor will facilitate the
Committee’s ability to monitor the Debtors’ financial operations, budgeting and performance,
and assess the strategic alternatives in these Chapter 11 Cases in an effort to maximize value for
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the benefit of the Debtors’ creditors and other stakeholders. BRG and Houlihan Lokey have
carefully delineated the services that each professional will provide based on the Committee’s
needs and the professionals’ respective areas of expertise, and their cohesive and cooperative
advice will permit the Committee to best serve its constituents and fulfill its obligations, as is
done in numerous complex chapter 11 cases in which financial advisors and investment bankers
work hand-in-hand. See, e.g., In re MPM Silicones, LLC, Case No. 14-22503 (RDD) (Bankr.
S.D.N.Y. June 10, 2014) [ECF Nos. 355 & 360] (creditors’ committee retained Jefferies LLC as
its investment banker and FTI Consulting, Inc. as its financial advisor); In re GT Advanced
Technologies Inc., Case No. 14-11916 (HJB) (Bankr. D.N.H. Dec. 12, 2014) [ECF Nos. 785 &
786] (creditors’ committee retained Houlihan as its investment banker and EisnerAmper LLP as
its financial advisor); In re Nortel Networks Inc., Case No. 09-10138 (KG) (Bankr. D. Del. Mar.
5, 2009 and July 9, 2015) [ECF Nos. 425 & 15843] (creditors’ committee retained Jefferies &
Company, Inc. as its investment banker and BRG, as successor to Capstone Advisory Group,
LLC, as its financial advisor).
31. The Committee believes that the hourly fee and expense structure proposed herein
appropriately reflects (a) the nature and scope of BRG’s services, (b) the substantial experience
of BRG’s professionals in providing financial advisory services in complex chapter 11 cases and
(c) the fee structures typically utilized by BRG and other financial advisory firms performing
services similar to those that BRG will provide in these Chapter 11 Cases. As set forth above
and in the Ordway Declaration, BRG will apply to the Court for compensation and
reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code
(including section 330), the Bankruptcy Rules, the Local Rules (including Local Rule 2016-1),
and the terms of any order establishing procedures for interim compensation that may be entered
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in these Chapter 11 Cases.
32. In light of the foregoing, the Committee respectfully submits that the retention of
BRG is reasonable and appropriate in these Chapter 11 Cases and in the best interests of the
Debtors, their creditors and their estates.
33. Notice of this Application will be provided to: (a) counsel for the Debtors, (b) the
Bankruptcy Administrator; (c) counsel for the agent for the Debtors’ prepetition secured credit
facility; (d) counsel for the indenture trustee for each of the Debtors’ outstanding bond issuances;
(e) counsel for the Steering Committee of First Lien Creditors; and (f) all persons and entities
that have filed a request for service of filings in these Chapter 11 Cases pursuant to Bankruptcy
Rule 2002. In light of the nature of the relief requested herein, the Committee submits that no
other or further notice is necessary.
NOTICE
34. No prior application for the relief requested herein has been made to this or any
other court.
NO PRIOR REQUEST
[Remainder of Page Intentionally Left Blank]
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WHEREFORE, the Committee respectfully requests entry of the Order granting
the relief requested herein and such other relief as the Court deems appropriate under the
circumstances.
Dated: Wilmington, Delaware September 21, 2015
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF WALTER ENERGY, INC., et al.
By:
Sandra E. Horwitz, on behalf of Delaware Trust Company, as indenture trustee for the benefit of holders of the 9.875% Senior Notes due 2020, issued by Walter Energy, Inc., Co-Chair of the Official Committee of Unsecured Creditors of Walter Energy, Inc., et al.
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Filed by:
CHRISTIAN & SMALL LLP
Bill D. Bensinger /s/ Bill D. Bensinger
Daniel D. Sparks 1800 Financial Center 505 North 20th
Birmingham, Alabama 35203 Street
Telephone: (205) 250-6626 Facsimile: (205) 328-7234 E-mail: [email protected] [email protected] -and- MORRISON & FOERSTER LLP Brett H. Miller Lorenzo Marinuzzi Jennifer Marines Samantha Martin 250 West 55th
New York, New York 10019-9601 Street
Telephone: (212) 468-8000 Facsimile: (212) 468-7900 E-mail: [email protected] [email protected] [email protected] [email protected] Proposed Counsel for the Official Committee of Unsecured Creditors
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Exhibit A
Proposed Order
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UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION In re Chapter 11 WALTER ENERGY, INC., et al.,1 Case No. 15-02741-TOM11 Debtors. Jointly Administered
ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR FOR THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS, NUNC PRO TUNC TO AUGUST 5, 2015
Upon the application (the “Application”)2 of the Official Committee of Unsecured
Creditors (the “Committee”) of Walter Energy, Inc., et al., (the “Debtors”) for entry of an order,
pursuant to sections 330 and 1103 of title 11 of the United States Code (the “Bankruptcy Code”),
Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”)
and Rule 2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the Northern District of Alabama (the “Local Rules”), authorizing the
Committee’s retention and employment of Berkeley Research Group, LLC (d/b/a
BRG/Capstone) (“BRG”), as its financial advisor, nunc pro tunc to August 5, 2015 pursuant to
the terms of the engagement letter between the Committee and BRG, dated as of August 5, 2015
1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Walter Energy, Inc. (9953); Atlantic Development and Capital, LLC (8121); Atlantic Leaseco, LLC (5308); Blue Creek Coal Sales, Inc. (6986); Blue Creek Energy, Inc. (0986); J.W. Walter, Inc. (0648); Jefferson Warrior Railroad Company, Inc. (3200); Jim Walter Homes, LLC (4589); Jim Walter Resources, Inc. (1186); Maple Coal Co., LLC (6791); Sloss-Sheffield Steel & Iron Company (4884); SP Machine, Inc. (9945); Taft Coal Sales & Associates, Inc. (8731); Tuscaloosa Resources, Inc. (4869); V Manufacturing Company (9790); Walter Black Warrior Basin LLC (5973); Walter Coke, Inc. (9791); Walter Energy Holdings, LLC (1596); Walter Exploration & Production LLC (5786); Walter Home Improvement, Inc. (1633); Walter Land Company (7709); Walter Minerals, Inc. (9714); and Walter Natural Gas, LLC (1198). The location of the Debtors’ corporate headquarters is 3000 Riverchase Galleria, Suite 1700, Birmingham, Alabama 35244-2359. 2 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Application.
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(the “Engagement Letter”); and the Court having jurisdiction to consider the Application and the
relief requested therein pursuant to 28 U.S.C. § 1334; and consideration of the Application and
the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue
being proper before this Court pursuant to 28 U.S.C. § 1408; and due and proper notice of the
Application having been provided, and it appearing that no other or further notice need be
provided; and the Court having reviewed the Application and determined that the employment of
BRG by the Committee is necessary and is in the best interest of the Debtors’ estates, creditors,
and other parties in interest, and that the terms of compensation being sought by the Application
are reasonable; and the Court having determined that the legal and factual bases set forth in the
Application and the Ordway Declaration establish just cause for the relief granted herein; and
upon all of the proceedings had before the Court, and after due deliberation and sufficient cause
appearing therefore, it is hereby ORDERED that:
1. The Application is approved, as set forth herein.
2. Pursuant to sections 330 and 1103(a) of the Bankruptcy Code, Bankruptcy Rules
2014 and 2016, and Local Rule 2016-1, the Committee is authorized to employ and retain BRG,
nunc pro tunc to August 5, 2015 as the Committee’s financial advisor in accordance with the
terms and conditions set forth in the Application and Engagement Letter, a copy of which is
annexed to the Application as Exhibit B.
3. BRG is authorized to provide the services set forth in the Coordination of
Responsibilities for Houlihan Lokey and Berkeley Research Group, LLC (d/b/a BRG-Capstone),
which is annexed to the Application as Exhibit D.
4. BRG shall file interim and final fee applications for the allowance of
compensation for services rendered and reimbursement of expenses in accordance with sections
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330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules, and such other
procedures as may be fixed by order of this Court. The Debtors are authorized to pay, reimburse,
and indemnify BRG in accordance with the terms and conditions of, and at the times specified in,
the Engagement Letter.
5. For the avoidance of doubt, the terms of the Engagement Letter are approved in
all respects, including the Indemnity, except as explicitly limited or modified herein.
6. All requests of BRG for payment of indemnity, reimbursement, or contribution
pursuant to the Engagement Letter shall be made by application and shall be subject to review by
the Court to ensure that payment of such indemnity conforms to the terms of the Engagement
Letter and is reasonable based upon the circumstances of the litigation or settlement in respect of
which indemnity, reimbursement, or contribution is sought.
7. 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 of the Bankruptcy Code.
8. The Committee and BRG are authorized and empowered to take all actions
necessary to implement the relief granted in and pursuant to this Order in accordance with the
Application and the Ordway Declaration.
9. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry, notwithstanding the possible applicability of Bankruptcy Rule
6004(h) or other Bankruptcy Rules.
10. To the extent there is an inconsistency between the terms and conditions set forth
in the Application or the Engagement Letter and this Order, the provisions of this Order shall
govern.
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11. The Court shall retain jurisdiction to hear and determine all matters arising from
the implementation of this Order.
Dated: October ___, 2015 Birmingham, Alabama
HONORABLE TAMARA O. MITCHELL, UNITED STATES BANKRUPTCY JUDGE
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Exhibit B
Engagement Letter
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Berkeley Research Group LLC
181 W. Madison Street, Suite 2950 • Chicago, Illinois 60602 USA • P: 312-429-7900 ny‐1203331
Effective as of August 5, 2015
Co-Chair of Official Creditors’ Committee of Walter Energy, Inc, et al. Delaware Trust Company, as indenture trustee for the benefit of holders of the 9.875% Senior Notes due 2020, issued by Walter Energy, Inc. 2711 Centerville Road Wilmington, DE 19808 Attn: Ms. Sandra E. Horwitz
Re: Engagement Letter Regarding In re Walter Energy, Inc, et al., Case No. 15-02741-TOM11
Dear Ms. Horwitz, This letter agreement (the “Agreement”) confirms the terms under which the Official Committee of Unsecured Creditors of Walter Energy, Inc., et al. (the “Committee”) has engaged Berkeley Research Group, LLC (d/b/a BRG/Capstone) (“BRG”), effective as of August 5, 2015 (the “Effective Date”), to provide financial advisory services to the Committee in connection with the Chapter 11 cases (the “Case”) of Walter Energy, Inc. and its affiliated debtors and debtors-in-possession (the “Debtors”), pending in the United States Bankruptcy Court for the Northern District of Alabama (the “Bankruptcy Court”). 1. Services. All of the services that BRG will provide to the Committee will be: (i) appropriately directed by the Committee so as to avoid duplicative efforts among the professionals retained in the Case, and (ii) performed in accordance with applicable standards of the profession. BRG will provide such financial advisory services to the Committee and its legal advisors as they deem appropriate and feasible in order to advise the Committee in the course of the Case. Contemporaneously with the retention of BRG, the Committee also has retained Houlihan Lokey Capital, Inc. (“Houlihan”) to provide investment banking services to the Committee. The investment banking services that Houlihan is to provide to the Committee are separate and distinct from the restructuring and financial advisory services that BRG will be providing to the Committee. In order to ensure that there is no unnecessary duplication of services by either firm during the pendency of the Case, BRG and Houlihan will coordinate the services they are providing to the Committee. BRG intends to regularly communicate with the Committee and its legal advisors to insure that the actual financial advisory services performed are appropriate based on the status of the Case and needs of the Committee. BRG will provide the following services to the Committee as appropriate and as requested by the Committee, although the Committee may modify these directives during the course of the Case as appropriate:
1. Historical and current financial performance;
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2. The underlying operational assumptions of the Company’s business plan(s) and financial forecasts to ensure credibility;
3. Cash collateral, including payment of pre-petition obligations and on-going performance against budget;
4. SEC filings, MORs, other financial reports, SOFAs and schedules 5. Claims management process; 6. Intercompany and/or related party transactions; 7. Contract assumption / rejection and surety bonding; 8. Preference payments, fraudulent conveyances, and other potential causes of action; 9. Employee needs and related costs; 10. Tax structure and claims; and 11. Expert testimony and or litigation/forensic work.
In addition to services related to these areas, we understand that we may be requested to participate, at the Committee’s request and to the extent appropriate, in meetings and discussions with the Committee, the Debtors, and the other parties-in-interest and with their respective professionals. 2. Work Product. We will submit our evaluations and analyses conducted pursuant to this Agreement in periodic oral or written reports. Before submitting our reports to the Committee, it may be necessary and appropriate for us to review certain information with management or the advisors of the Debtors for accuracy and validity. Written reports will not be given to the Debtors without the Committee’s prior approval. 3. Debtors’ Cooperation. In order for us to perform our services, it will be necessary for our personnel to have access to certain books, records and reports of the Debtors and certain non-Debtor subsidiaries, and to have discussions with their personnel and advisors. Accordingly, we assume that the Debtors have agreed to cooperate with our personnel, and to make available their personnel and any books, records and other sources from which data can be obtained. 4. Effect on Operations. We will perform our services in a manner which, we believe, will permit the business operations of the Debtors to proceed in an orderly manner, subject to the requirements of this engagement; our personnel may need to be on site to review data located at the offices of the Debtors and to discuss matters with their personnel.
5. Disclaimers Regarding Verification, Audit, Reliance, Scope and Update. Our reports will encompass only matters that come to our attention in the course of our work that we perceive to be significant in relation to the objectives of our engagement. Because of the time and scope limitations implicit in our engagement and the related limitations on the depth of our analyses and the extent of our verification of information, we may not discover all such matters or perceive their significance. Accordingly, we will be unable to and will not provide assurances in our reports concerning the integrity of the information used in our analyses and on which our findings and advice to the Committee may be based. We understand, and the Committee acknowledges, that we are not being requested to perform an audit nor apply generally accepted auditing standards or procedures. We understand, and the Committee acknowledges, that we are entitled, in general, to
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rely on the accuracy and validity of the data disclosed to us or supplied to us by employees and representatives of the Debtors. We will not, nor are we under any obligation to, update data submitted to us or review any other areas unless the Committee specifically requests us to do so. 6. Level-of-Effort. Our work will be performed on a “level-of-effort” basis; that is, the circumstances of our engagement may cause our advice to be limited in certain respects based upon, among other matters, the extent of sufficient and available data and the opportunity for supporting investigations in the time period. 7. Committee Engagement. BRG is providing its services as the financial advisor to the Committee, and is not providing any services on behalf of the individual members of the Committee. To the extent any issue arises as to the scope, nature or substance of BRG’s analysis, BRG and the Committee, with the advice of Committee counsel, shall in good faith work to mutually resolve such issue. 8. Client Confidentiality. We understand that the Committee has agreed to treat any information received from BRG, whether orally or in writing, with the utmost confidentiality and, except as provided in this letter, will not publish, distribute or disclose in any matter any information developed by or received from us without our prior or written approval. Such approval shall not be unreasonably withheld. Our approval is not needed if (a) the information sought is required to be disclosed by an order binding on the Committee, Committee counsel, or BRG, issued by a court having competent jurisdiction over BRG (unless such order specifies that the information to be disclosed is to be placed under seal), (b) such information is otherwise publicly available, or (c) such information is shared with the Committee by the Debtors. If access to any of the materials in our possession relating to this engagement is sought by a third party, we will promptly notify the Committee of such action, tender to the Committee our defense in responding to such request, cooperate with the Committee concerning our response thereto and not tender such materials unless and to the extent counsel advises us is legally required. In the event that we are subpoenaed as the result of any work performed for the Committee in connection with this engagement, the Debtors’ estates will compensate us for our time involved, plus our reasonable attorneys’ fees and expenses, in responding to such subpoena(s). 9. BRG Confidentiality. We agree that all information, not publicly available, which is received by us from the Committee or the Debtors in connection with this engagement, will be treated confidentially by BRG, except as required by process of law or as authorized by the Committee. 10. Fees and Expenses. Our fees are typically based on the actual hours charged at our standard hourly rates which are in effect when the services are rendered; our rates are revised annually on January 1st. The rates charged by BRG professionals anticipated to be assigned to the Debtors’ cases are currently as follows:
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Managing Directors $625 - $895 Staff $200 - $640
Support Staff $120 - $200 The rates for the BRG professionals anticipated to be assigned to this engagement are as follows: Edwin N. Ordway, Jr. ($895), Peter Chadwick ($825), Joseph Vizzini ($595), Adam Chonich ($475) and Alex Roque ($440). In addition, we will be reimbursed for our reasonable out-of-pocket expenses including, but not limited to, travel and lodging expenses, costs of reproduction, research, communications, our legal counsel, any applicable sales or excise taxes and other direct expenses. We will submit to the Bankruptcy Court monthly fee applications for all services rendered and expenses incurred during the prior month, as well as interim and final fee applications. It is our understanding that all invoices will be paid by the Debtors, subject to the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the local rules of the Bankruptcy Court with jurisdiction, and pursuant to any additional procedures that may be established by the Bankruptcy Court specific for this matter. We acknowledge that none of the Committee, its constituents, nor any of its advisors or professionals (including, but not limited to Committee counsel), shall be liable for the fees, expenses or other amounts payable to BRG hereunder. It is understood that if BRG is requested to support Committee counsel in connection with any causes of action, including the preparation of expert reports and providing expert testimony, BRG will be compensated at our regular hourly rates, in effect at the time, and reimbursed for reasonable out-of-pocket expenses (including counsel fees). 11. Indemnification. In connection with our engagement to provide consulting services to the Committee, the Debtors agree to indemnify and hold harmless BRG against any and all losses, claims, damages, liabilities, penalties, judgments, awards, costs, fees, expenses and disbursements including, without limitation, defending any action, suit, proceedings or investigation (whether or not in connection with a proceeding or litigation in which BRG is a party), directly or indirectly, caused by, related to, based upon, arising out of or in connection with the engagement of BRG under this Agreement or any services rendered pursuant to such engagement, unless there is a final non-appealable order of a court of competent jurisdiction finding BRG directly liable for gross negligence or willful misconduct. The foregoing indemnification obligations of the Debtors shall survive any termination of this Agreement. These indemnification provisions extend to the members, employees, representatives, agents, independent contractors, counsel and affiliates of BRG. All requests for payment of indemnity provided herein shall be made by means of an application and review of the Bankruptcy Court in accordance with an order of the Bankruptcy Court approving the Committee’s engagement of BRG. We acknowledge that neither the Committee nor any of its individual members shall have any liability hereunder for the indemnification in favor of BRG by the Debtors.
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12. Advertising. Notwithstanding anything to the contrary contained herein, BRG shall have the right to disclose this engagement and/or the successful completion of its services hereunder in advertisements describing its services placed, at its own expense, in financial and other newspapers or otherwise.
13. Conflicts. We confirm that no member of BRG has any financial interest or business connection with the Debtors and, as more fully described in the affidavit of Edwin N. Ordway, Jr. in support of BRG’s retention by the Committee, we are aware of no matter that would constitute a conflict in connection with this engagement. BRG has been engaged by, currently is engaged by and in the future will likely be engaged by certain entities that are involved in the Case, including members of the Committee, claimants or interest holders of the Debtors, their subsidiaries and affiliates, in each case in matters wholly unrelated to the Debtors, their bankruptcy cases or such parties’ claims against or interest in the Debtors. In addition, BRG sometimes is engaged by formal and ad hoc committees of creditors and interest holders in bankruptcy and other financial restructuring matters. We believe that such engagements have no bearing on the services for which BRG is being engaged in this Case. BRG will not advise any of these entities with respect to the Debtors’ bankruptcy cases or have any relationships with any such entities that would be adverse to the interests of the Committee. 14. Document Policy. Pursuant to BRG’s document retention policy, in general, short-term documents will be destroyed when no longer relevant to the related matter (such as when a draft report has been superseded or if the information is available publicly or from the Debtors). Ongoing client files will be retained, in either hard copy or electronic format, for six (6) months following the conclusion of our engagement, after which time the Committee will be provided written notice that the file will be scheduled for destruction. The Committee may obtain copies of all or any portion of its file at any time prior to the file’s destruction. 15. Termination. We understand that the Committee may terminate this agreement on thirty days prior written notice. If the Committee terminates this engagement, the Debtors will not be held responsible for fees that accrued after the date of termination, other than those fees and expenses related to any requirement to testify at any administrative or judicial proceeding related to this matter or to perform any related investigation as specified above. 16. Modification. This Agreement (a) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any other communications, understandings or agreements (both written and oral) among the parties with respect to the subject matter hereof, and (b) may be modified, amended or supplemented only by written agreement among all the parties hereto. It is our intention to work closely with the Committee and to discuss our engagement regularly. This should facilitate our progress and serve to confirm or modify the scope of our engagement on an ongoing basis.
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All of us at Berkeley Research Group, LLC thank the Committee for choosing us to advise the Committee, and look forward to working with you on this engagement. Please sign and return a copy of this engagement letter signifying the Committee’s agreement with the terms and provisions herein. If the Committee has any questions, please call Edwin N. Ordway, Jr. at (212) 782-1432. Very truly yours, Berkeley Research Group, LLC Accepted and agreed to as of the Effective Date: BERKELEY RESEARCH GROUP, LLC By: _/s/ Marvin A. Tenenbaum _______
Marvin A. Tenenbaum Senior Vice President and General Counsel, Berkeley Research Group, LLC
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THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF Walter Energy, Inc., ET AL. By: Delaware Trust Company, Co-Chair of the Committee
______________________________ Sandra E. Horwitz Managing Director
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Exhibit C
Ordway Declaration
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UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION In re Chapter 11 WALTER ENERGY, INC., et al.,1 Case No. 15-02741-TOM11 Debtors. Jointly Administered
DECLARATION OF EDWIN N. ORDWAY, JR. IN SUPPORT OF APPLICATION OF
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF
BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR, NUNC PRO TUNC TO AUGUST 5, 2015
I, Edwin N. Ordway, Jr., make this declaration pursuant to 28 U.S.C. § 1746, and state:
1. I am a Managing Director and a member2 of Berkeley Research Group, LLC
(d/b/a BRG/Capstone) (“BRG”), a professional services firm with offices located at 104 West
40th Street, 16th Floor, New York, NY 10018, among other locations. I am duly authorized to
make this declaration (the “Declaration”) on behalf of BRG in support of the application
(“Application”)3 of the Committee to employ BRG as its financial advisor in these Chapter 11
Cases nunc pro tunc to August 5, 2015. Unless otherwise stated in this Declaration, I have
1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Walter Energy, Inc. (9953); Atlantic Development and Capital, LLC (8121); Atlantic Leaseco, LLC (5308); Blue Creek Coal Sales, Inc. (6986); Blue Creek Energy, Inc. (0986); J.W. Walter, Inc. (0648); Jefferson Warrior Railroad Company, Inc. (3200); Jim Walter Homes, LLC (4589); Jim Walter Resources, Inc. (1186); Maple Coal Co., LLC (6791); Sloss-Sheffield Steel & Iron Company (4884); SP Machine, Inc. (9945); Taft Coal Sales & Associates, Inc. (8731); Tuscaloosa Resources, Inc. (4869); V Manufacturing Company (9790); Walter Black Warrior Basin LLC (5973); Walter Coke, Inc. (9791); Walter Energy Holdings, LLC (1596); Walter Exploration & Production LLC (5786); Walter Home Improvement, Inc. (1633); Walter Land Company (7709); Walter Minerals, Inc. (9714); and Walter Natural Gas, LLC (1198). The location of the Debtors’ corporate headquarters is 3000 Riverchase Galleria, Suite 1700, Birmingham, Alabama 35244-2359. 2 Equity owners of limited liability companies are referred to as “members” and such term is used herein. 3 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Application.
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personal knowledge of the facts set forth herein and, if called as a witness, I could and would
testify thereto.4
BRG’S QUALIFICATIONS
2. BRG is well-suited to act as financial advisor to the Committee in these Chapter
11 Cases in light of the significant experience BRG’s professionals have providing advice in the
areas of forensic analysis, claims management, contract assumption and rejection and avoidance
actions. BRG professionals have acted as financial advisor, crisis manager, and corporate officer
in middle market to large multinational restructurings across a wide array of industries, and have
experience in restructuring, transaction advisory, litigation support, solvency and valuation
matters.
3. Professionals employed by BRG have provided financial advisory and related
services in restructurings and reorganizations throughout the United States on behalf of various
case constituencies. For example, BRG professionals have assisted and advised debtors and
official committees in numerous bankruptcy cases, including among others: In re Quicksilver
Resources Inc., et al., Case No. 15-10585 (LSS) (Bankr. D. Del. May 8, 2015) [ECF No. 331]; In
re Reichhold Holdings US, Inc., Case No. 14-12237 (MFW) (Bankr. D. Del. Nov. 21, 2014)
[ECF No. 261]; In re Brookstone Holdings Corp., Case No. 14-10752 (BLS) (Bankr. D. Del.
May 19, 2014) [ECF No. 369]; In re MF Global Holdings, Ltd., Case No. 11-15059 (MG)
(Bankr. S.D.N.Y. Feb. 9, 2012) [ECF No. 435]; In re Refco Inc., Case No. 05-60006 (RDD)
(Bankr. S.D.N.Y. July 17, 2006) [ECF No. 2408]; In re Old Carco LLC, (f/k/a Chrysler LLC),
Case No. 09-50002 (SMB) (Bankr. S.D.N.Y. May 20, 2009) [ECF No. 1301]; In re Tropicana
Entertainment, LLC, Case No. 08-10856 (KJC) (Bankr. D. Del. Aug. 8, 2008) [ECF No. 742]; In
4 Certain of the disclosures set forth herein relate to matters within the knowledge of other professionals at BRG and are based on information provided by them.
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re Spiegel Inc., Case No. 03-11540 (BRL) (Bankr. S.D.N.Y. Mar. 18, 2004) [ECF No. 1437]; In
re W.R. Grace & Co., Case No. 01-01139 (KJC) (Bankr. D. Del. June 8, 2004) [ECF No. 5758];
In re Penson Worldwide Inc., Case No. 13-10061 (LSS) (Bankr. D. Del. Mar. 14, 2013) [ECF
No. 310]; and In re Nortel Networks Inc., Case No. 09-10138 (KJG) (Bankr. D. Del. Mar. 4,
2009) [ECF No. 431]. BRG’s professionals have likewise advised creditors, bondholders,
investors, and others in numerous additional bankruptcy cases, including: In re Kmart Corp.,
Case No. 02-02474 (SPS) (Bankr. N.D. Ill.); In re Adelphia Comm’ns Corp., Case No. 02-41729
(REG) (Bankr. S.D.N.Y.); In re Owens-Corning Corp., Case No. 00-03837 (KG) (Bankr. D.
Del.); In re PBE Corporation (f/k/a Polaroid Corporation), Case No. 08-46617 (GK) (Bankr. D.
Minn.); In re AI Realty Marketing of N.Y., Inc. and Sunbeam Corp., Case No. 01-40252 (AJG)
(Bankr. S.D.N.Y. ); In re U.S. Office Products Company, Case No. 01-00646 (KF) (Bankr. D.
Del.); In re Collins & Aikman Corporation, Case No. 05-55927 (SWR) (Bankr. E.D. Mich.); In
re Federal-Mogul Global, Inc., Case No. 01-10578 (CSS) (Bankr. D. Del.); In re SemCrude,
L.P., Case No. 08-11525 (BLS) (Bankr. D. Del.); and In re Calpine Corporation, Case No. 05-
60200 (CGM) (Bankr. S.D.N.Y.).5
4. Based on the experience that BRG’s professional employees have in the large,
complex chapter 11 cases listed above, among others, I believe that BRG is well-qualified to
provide financial advisory services to the Committee in a cost-effective, efficient and timely
manner.
SERVICES TO BE RENDERED
35. Subject to the Court’s approval, and in accordance with the Engagement Letter
and the Allocation, BRG anticipates providing financial advisory services with respect to the
5 The professionals provided services in some of these cases prior to joining BRG.
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following areas:6
a) Historical and current financial performance;
b) The underlying operational assumptions of the Debtors’ business plan(s) and financial forecasts to ensure credibility;
c) Cash collateral, including payment of pre-petition obligations and on-going performance against budget;
d) SEC filings, MORs, other financial reports, SOFAs and schedules;
e) Claims management process;
f) Intercompany and/or related party transactions;
g) Contract assumption and rejection issues, as well as surety bonding issues;
h) Preference payments, fraudulent conveyances, and other potential causes of action;
i) Employee needs and related costs;
j) Tax structure and claims; and
k) Expert testimony and or litigation/forensic work.
NO DUPLICATION OF SERVICES
36. The services that BRG will provide to the Committee are separate and distinct
from, and complementary to, the services that Houlihan Lokey will provide to the Committee.
To achieve case efficiencies and ensure that there is no unnecessary duplication of services by
either firm during the pendency of these Chapter 11 Cases, the Committee requested that
Houlihan Lokey and BRG confer regarding an appropriate division of projects and
responsibilities. Thereafter, the Committee reviewed the proposed Allocation and, after further
refinements, has approved the Allocation attached to the Application as Exhibit D and
incorporated into the terms of the Engagement Letter and the Application.
6 This Application summarizes the terms of the Engagement Letter. To the extent there is a conflict between the Application and the Engagement Letter, the Engagement Letter will govern.
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37. Under the Allocation, BRG will provide discrete analyses regarding, among other
things, historical and current financial performance, and budgeting and cash management
activities, whereas Houlihan Lokey will provide broader strategic investment banking advice.
BRG’s professionals have regularly worked in a co-advisory role with other professionals,
including investment bankers, and therefore, have significant experience working cooperatively
while minimizing duplication of efforts.
PROFESSIONAL COMPENSATION
5. BRG’s hourly rates for the services provided by its personnel differ based upon,
among other things, each professional’s level of experience, geographic differentials, and the
types of services being provided. The current standard hourly rates for BRG personnel who will
work on this engagement are as follows:
Title 2015
Managing Directors $625 - $895
Staff $200 - $640 Support staff $120 - $200
These hourly rates are subject to periodic adjustment, in the ordinary course of business to
reflect, among other things, personnel promotions, other changes in responsibilities, and
increases in the cost of doing business. Any such adjustments will be noted on the invoices for
the first time period in which the revised rates become effective.7 The rates for the BRG
professionals anticipated to be assigned to this engagement are as follows: Edwin N. Ordway, Jr.
($895), Peter Chadwick ($825), Joseph Vizzini ($595), Adam Chonich ($475) and Alex Roque
($440). These hourly rates are commensurate with the fees charged to BRG’s other clients and
in other cases comparable in size and complexity to these Chapter 11 cases (provided such
7 Under normal circumstances, BRG adjusts its hourly rates annually on January 1.
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6 ny-1201469
clients are billed hourly).
6. In addition to compensation for professional services rendered, BRG will seek
reimbursement for reasonable and necessary expenses incurred, including but not limited to
travel and lodging expenses, business meals, costs of reproduction, research, overnight delivery
charges, legal counsel, any applicable sales or excise taxes and other direct expenses. BRG will
not charge the Committee for internal or overhead costs or document production services
(including regular secretarial and word processing time). If necessary, BRG will request
compensation for any time and expenses (including, without limitation, reasonable legal fees and
expenses) that may be incurred in considering or responding to discovery requests or other
requests for documents or information, or in participating as a witness or otherwise in any legal,
regulatory, or other proceedings.
7. BRG acknowledges that the Committee, its constituents, and its advisors and
professionals (including, but not limited to counsel), shall not be liable for the fees, expenses or
other amounts payable to BRG under the Engagement Letter, and that the Debtors shall bear sole
responsibility for such fees, expenses and other amounts due.
8. BRG intends to apply to the Court for compensation for professional services
rendered and reimbursement of expenses in accordance with the applicable provisions of the
Bankruptcy Code (including section 330), the Bankruptcy Rules, the Local Rules (including
Local Rule 2016-1), the Order, and the terms of the Court’s order establishing procedures for
interim compensation entered in these Chapter 11 Cases. Regardless of the timing and manner
of interim compensation procedures established in these Chapter 11 Cases, BRG understands
that, subject to this Court’s orders, BRG will be required to apply for final allowance of fees at
the end of the bankruptcy cases.
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9. BRG will maintain records of its time in support of any fees in one-tenth of an
hour increments, and will include reasonably detailed descriptions of the services provided on
behalf of the Committee. BRG also will maintain records of all costs and expenses incurred in
connection with the services rendered.
10. No promises have been received by BRG nor any member, or employee thereof,
regarding payment or compensation in connection with these cases other than in accordance with
the provisions of the Bankruptcy Code. Except for internal agreements among the members,
employees and independent contractors of BRG regarding the sharing of revenue or
compensation, neither BRG nor any of its members, employees, or independent contractors has
entered into an agreement or understanding to share compensation with any other entity as
described in Bankruptcy Rule 2016.
INDEMNIFICATION
11. Pursuant to section 11 of the Engagement Letter, the Debtors will provide BRG
with certain rights of indemnification (the “Indemnity”), as more thoroughly described in the
Engagement Letter. BRG acknowledges that neither the Committee nor any of its individual
members shall have any liability for the Indemnity.
12. BRG believes that the indemnification, contribution, and reimbursement
provisions reflected in the Engagement Letter are customary and reasonable terms of
engagement for financial advisors such as BRG in cases in this and other districts. Further, the
Indemnity includes customary qualifications and limits on the indemnification and liability
provisions.
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BRG’S DISINTERESTEDNESS
13. To the best of my knowledge, information and belief formed after reasonable
inquiry, BRG is a “disinterested person” as that term is defined in section 101(14) of the
Bankruptcy Code because (a) BRG has no connection with the Debtors, their creditors, equity
security holders or other parties in interest in these Chapter 11 Cases; (b) BRG does not have or
represent any entity having an interest adverse to the interests of the Debtors’ estates or of any
class of creditors or equity security holders; and (c) neither BRG nor any of its professionals and
employees who will work on this engagement (i) is a creditor, equity security holder or an
insider of the Debtors or (ii) is or was, within two years before the Petition Date, a director,
officer, or employee of any of the Debtors. Moreover, to the best of my knowledge, information
and belief formed after reasonable inquiry, BRG and its members have no interests that are
materially adverse to the Debtors’ estates or the creditors in these chapter 11 cases.
14. To determine BRG’s relationship with parties in interest in these Chapter 11
Cases, in preparing this Declaration, I caused the names identified by the Debtors to BRG and
included on the list annexed here to as Exhibit C-1, to be researched in BRG’s internal client
database. As set forth in Exhibit C-2, attached hereto, BRG has certain relationships with certain
parties-in-interest in these cases, but such relationships are unrelated to the Debtors and these
cases.
15. From time to time, BRG may be asked to value and manage the liquidation of
assets of investment funds. Such investment funds could, from time to time, take positions in
debt or equity of the Debtors, without BRG’s knowledge or consent. BRG has no pecuniary
interest in such investment funds, nor will BRG profit from the value realized from the sale of
their assets. To the extent any member or employee of BRG is utilized for valuation expertise on
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9 ny-1201469
behalf of the Committee (and, accordingly, given access to confidential information), that
member or employee will not perform any valuation work on any debt or equity securities of the
Debtors for any investment fund for the duration of this engagement. Similarly, if BRG is
providing valuation work on any debt or equity securities of the Debtors for any investment fund
for the duration of this engagement then the BRG member or employee undertaking such work
will be restricted from, and have no access to, any confidential information of the Debtors.
16. To the extent I, or any member of BRG, discover any additional facts bearing on
the matters described herein, which are required to be disclosed during the period of the
Committee’s retention of BRG, I will supplement the information contained in this Declaration.
17. To the best of my knowledge, BRG has not been engaged to assist any entity or
person other than the Committee on matters relating to, or in connection with, these Chapter 11
Cases. If this Court approves the proposed employment of BRG by the Committee, then BRG
will not accept any engagement or perform any services in these cases for any entity or person
other than the Committee. BRG may, however, continue to provide professional services to, and
engage in commercial or professional relationships with, entities or persons that may be creditors
of the Debtors in these Chapter 11 Cases; provided, however, that such services do not and will
not relate to, or have any direct connection with, these Chapter 11 Cases.
18. BRG has not provided, and will not provide, any professional services to the
Debtors, any other creditors, other parties in interest, or their respective attorneys and
accountants with regard to any matter related to these chapter 11 cases.
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Exhibit C-1
LIST OF POTENTIAL PARTIES IN INTEREST
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ny-1201469
(A) DEBTORS, NON-DEBTOR AFFILIATES, AND SUBSIDIARIES
0541237 B.C. LTD.
ATLANTIC DEVELOPMENT & CAPITAL, LLC
ATLANTIC LEASECO, LLC
BELCOURT SAXON
BELCOURT SAXON COAL, LTD.
BLACK WARRIOR METHANE CORP.
BLACK WARRIOR TRANSMISSION CORP.
BLUE CREEK COAL SALES, INC.
BLUE CREEK ENERGY, INC.
BRULE COAL PARTNERSHIP
BRULE COAL ULC
CAMBRIAN ENERGYBUILD HOLDINGS ULC
CARDEM INSURANCE CO., LTD.
ENERGYBUILD GROUP, LTD.
ENERGYBUILD HOLDINGS, LTD.
ENERGYBUILD MINING, LTD.
ENERGYBUILD OPENCAST, LTD.
ENERGYBUILD, LTD
HAMER PROPERTIES, INC.
J.W. WALTER, INC.
J.W.I. HOLDINGS CORPORATION
JEFFERSON WARRIOR RAILROAD COMPANY, INC.
JIM WALTER HOMES, LLC
JIM WALTER RESOURCES, INC.
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LAND HOLDINGS CORPORATION
MAPLE COAL CO., LLC
MINERAL EXTRACTION AND HANDLING, LTD.
PINE VALLEY COAL, LTD.
SLOSS-SHEFFIELD STEEL & IRON CO.
SP MACHINE, INC.
TAFT COAL SALES & ASSOCIATES, INC.
TUSCALOOSA RESOURCES, INC.
V MANUFACTURING CO.
WALTER BLACK WARRIOR BASIN, LLC
WALTER CANADIAN COAL PARTNERSHIP
WALTER CANADIAN COAL ULC
WALTER COKE, INC.
WALTER ENERGY CANADA HOLDINGS, INC.
WALTER ENERGY HOLDINGS, LLC
WALTER ENERGY, INC.
WALTER EXPLORATION & PRODUCTION, LLC
WALTER HOME IMPROVEMENT, INC.
WALTER LAND COMPANY
WALTER MINERALS, INC.
WALTER NATURAL GAS, LLC
WILLOW CREEK COAL PARTNERSHIP
WILLOW CREEK COAL ULC
WOLVERINE COAL PARTNERSHIP
WOLVERINE COAL ULC
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(B) SIGNIFICANT SHAREHOLDERS
ALDEN GLOBAL CAPITAL LTD.
BANK OF AMERICA MERRILL LYNCH (US)
BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.
CREDIT SUISSE SECURITIES (USA) LLC
DEUTSCHE ASSET MANAGEMENT AMERICAS
GOLDMAN SACHS & COMPANY, INC.
THE VANGUARD GROUP, INC.
(C) ADMINISTRATIVE AGENT
MORGAN STANLEY SENIOR FUNDING, INC.
(D) INDENTURE TRUSTEE
WILMINGTON TRUST, N.A.
(E) OPERATIONAL COUNTERPARTIES
ARP PRODUCTION COMPANY LLC
ATLAS RESOURCE PARTNERS, LP
BELCOURT SAXON COAL LIMITED PARTNERSHIP
BLACK WARRIOR METHANE CORP
BLACK WARRIOR TRANSMISSION CORP
CONOCOPHILLIPS
PEACE RIVER COAL INC.
(F) CURRENT AND FORMER (PAST 3 YEARS) DIRECTORS, OFFICERS, AND BOARD MEMBERS
WALTER J. SCHELLER, III
WILLIAM G. HARVEY
EARL H. DOPPELT
KEVIN M. HARRIGAN
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MICHAEL D GRIFFIN
A.J. WAGNER
AL KANGAS
BERNARD G. RETHORE
BILL STANHOUSE (CORPORATE COMMUNICATIONS)
BRIAN CHOPIN
CALVEN SWINEA
CAROL W. FARRELL
CHARLES C STEWART
CHARLES P. WILLIS
CHRISTOPHER JOHN DANIELS
DANIEL P CARTWRIGHT
DAN GRUCZA
DANNY L STICKEL
DARREN MAWHINNEY
DAVID LORTIE
GRAHAM MASCALL
GUY HENSLEY
JAMEY RAMSEY
JEANNE BARLOW
JERRY W. KOLB
JOHN MCMILLAN
JOSEPH B. LEONARD
KATHY LOVE
KELLI GANT
LIBRARY REQUEST PENDING
MARY R. "NINA" HENDERSON
MICHAEL R. HURLEY
MICHAEL T. MADDEN
MICHAEL T. TOKARZ
MITCHELL MATAYA
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PATRICK A. KRIEGSHAUSER
RICHARD A. DONNELLY
ROBERT P. KERLEY
ROBERT SCHNEID
STEPHANIE T. KEY
THOMAS J. LYNCH
DAVID R. BEATTY
HOWARD L. CLARK, JR.
KEITH CALDER
GEORGE R. RICHMOND
VICTOR P. PATRICK
MARK J. O'BRIEN
GREGORY E. HYLAND
DONALD N. BOYCE
DON DEFOSSET
(G) BANKS AT WHICH DEBTORS MAINTAIN DEPOSITORY, CONCENTRATION, DISBURSEMENT, OPERATING, OR RELATED ACCOUNTS
BANK OF AMERICA
JP MORGAN
REGIONS BANK
BB&T
SCOTIA BANK
COMERICA
LLOYDS
BANK OF BUTTERFIELD
(H) SECURED PARTIES
ATCO STRUCTURES & LOGISTICS LTD
BANK OF AMERICA N A AS ADMINISTRATIVE AGENT
BRANDT TRACTOR LTD.
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CATERPILLAR FINANCIAL SERVICES CORPORATION
CATERPILLAR FINANCIAL SERVICES LIMITED
COMERICA LEASING CORPORATION
DELL FINANCIAL SERVICES L.L.C.
GATX CORPORATION
GE CAPITAL CANADA EQUIPMENT FINANCING & LEASING COMPANY
GENERAL ELECTRIC CAPITAL CORPORATION
HORIZON NORTH CAMP & CATERING INC.
IKON FINANCIAL SVCS
INARI INC.
JOY TECHNOLOGIES INC.
KEY EQUIPMENT FINANCE CANADA LTD
KKR CREDIT ADVISORS
KKR DEBT INVESTORS II (2006)
MARYLAND STATE RETIREMENT AND PENSION SYSTEM
MORGAN STANLEY SENIOR FUNDING, INC. , AS COLLATERAL AGENT
NATIONAL LEASING GROUP INC.
NEATHERLIN NINA
OREGON PUBLIC EMPLOYEES RETIREMENT FUND
PHILLIPS MACHINE SERVICE, INC.
PRESIDIO INVESTORS LIMITED
SERVISFIRST BANK
SPRUCE INVESTORS LIMITED
SPRUCE INVESTORS II LIMITED PARTNERSHIP
THE CIT GROUP/EQUIPMENT FINANCING INC
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THE FIFTH THIRD LEASING COMPANY
THE HUNTINGTON NATIONAL BANK
THE MCPHERSON COMPANIES, INC.
THOMPSON TRACTOR CO., INC.
TRANSPORTACTION LEASE SYSTEMS INC.
WILMINGTON TRUST, NATIONAL ASSOCIATION, AS COLLATERAL AGENT
XEROX CANADA LTD
(I) SIGNIFICANT CUSTOMERS
A NEILSEN
ABC COKE
ACOMINAS
AK STEEL
ALABAMA POWER
AMALGMATED SUGAR
AMS BRAZIL
AMS BSM
AMS MEXICO
ANGLO (PEACE RIVER)
APC BTU ADJ
APCO
APPALACHIAN POWER COMPANY
ARCELOR
ARCELORMITTAL SOURCING
AVANI RESOURCES
BAOSTEEL
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BAYER CORP
BENERGY
BLUE CREEK COAL SALES
BREMEN CASTINGS
CALGON CARBON CORPORATION
CAPITAL STEEL
CARMEUSE
CASH SALES
CEDAR SPRING GA
CEMEX DEMOPOLIS
CEMEX GA
CHINA RAILWAY MATERIALS
CHINA STEEL
CHOCTAW LOADINGN FEE
CITGO PETROLEUM
CORUS
COSIPA
CPL
CRM
CSN
DALTON CORPORATION
DBK
DEETER FOUNDRY
DILLIGEN HUETTE
DRUMMOND
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ECI
EGL
EMERALD INTERNATIONAL CORPORATION
ERDEMIR
ERI
FREIGHT REVENUE DILLIGEN HUETTE
GA PACIFIC
GLEN ALLEN RAIL
GREAT LAKES CASTING
GREDE BROWNTON
GREDE IRON MOUNT
GREDE REEDSBURG
GRIFFIN PIPE
GUNITE CORPORATION
HARGREAVES
HICKMAN WILLIAMS
HUETTEN WERKE KRUPP
HYUNDAI
ILVA
INDIA
INDIA (JSW)
IP GA PACIFIC
ISDEMIR
ITOUCHI
JSW
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KAUTEX TEXTRON
KENTUCKY NATURAL RESOURCES
KOBE
KOPPERS INC.
LUCCHINI
M RESOURCES
MID-CONTINENT
MIT CHEM
MITSUBISHI CHEMICAL
MITSUI
NATIONAL CEMENT
NEENAH ENTERPRISE
NEVILLE COKE, LLC
NISSHIN
NOREC/SSI
NSSMC
OSCO INDUSTRIES
POSCO
PRITCHARD MINING C. INC.
ROCK TENN
ROCK WOOL MANUFACTURING
RURHKOHLE
RUUKKI
SALZGITTER
SIDERAR
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SOUTHERN COAL - GA PACIFIC
SSAB
SUNCOKE ENERGY
TAFT
THERMAFIBER
THYSSEN KRUPP
TKS CSA
TRINITY COAL CORPORATION
U.S. PIPE
US STEEL
USIMINAS
VOESTALPINE
WALTER COKE, INC.
WATCO
WILSON INDUSTRIES
(J) SURETY BOND HOLDERS
ARCH INSURANCE
ASPEN INSURANCE
(K) UNIONS
CONSTRUCTION AND ALLIED WORKERS' UNION, LOCAL 68 AFFILIATED WITH THE CHRISTIAN LABOUR ASSOCIATION OF CANADA
NATIONAL UNION OF MINEWORKERS, SOUTH WALES AREA
UNITED MINE WORKERS OF AMERICA
UNITED STEEL WORKERS LOCAL 1-424
UNITED STEELWORKERS (USW), A.F.L. - C.I.O. - C.L.C., LOCAL UNION NO. 12014
(L) PERMIT ISSUERS AND REGULATORS RELEVANT TO THE DEBTORS
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ALABAMA DEPARTMENT OF ENVIRONMENTAL MANAGEMENT (ADEM )
ALABAMA SURFACE MINING COMMISSION (ASMC)
CITY OF BIRMINGHAM
JEFFERSON COUNTY DEPARTMENT OF HEALTH (JCDOH)
PUBLIC SERVICE COMMISSION (PSC)
U.S. DEPARTMENT OF TRANSPORTATION
US NUCLEAR REGULATORY COMMISSION (NRC)
WV DEPARTMENT OF ENVIRONMENTAL PROTECTION (DEP)
WV DEPARTMENT OF NATURAL RESOURCES (DNR)
WV OSMHT
(M) RELEVANT TAXING AUTHORITIES
ALABAMA DEPARTMENT OF REVENUE
BRITISH COLUMBIA MINISTRY OF FINANCE
CANADA REVENUE AGENCY
DELAWARE SECRETARY OF STATE
DEPARTMENT OF THE TREASURY (IRS)
SECRETARY OF THE INTERIOR
WEST VIRGINIA DEPARTMENT OF REVENUE
(N) ATTORNEYS, FINANCIAL ADVISORS, ACCOUNTANTS AND OTHER PROFESSIONALS
AKIN GUMP
ALIXPARTNERS, LLP
BLACKSTONE ADVISORY PARTNERS L.P.
BRADLEY ARANT BOULT CUMMINGS LLP
ERNST & YOUNG LLP
KEKST AND COMPANY
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KPMG
LAZARD
MAYNARD, COOPER & GALE, P.C.
OGLETREE, DEAKINS, NASH, SMOAK & STEWART, P.C.
OSLER, HOSKIN & HARCOURT LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
(O) INSURERS
ACE (STARR TECH)
ACE AMERICAN
ACE AMERICAN INSURANCE COMPANY
ACE BERMUDA
ACE INA INSURANCE
ADMIRAL INSURANCE COMPANY
AES 1225
AFB 2623
AIG EUROPE LIMITED
ALLIANZ INSURANCE PLC
ALLIED WORLD ASSURANCE CO.
ALLIED WORLD NATIONAL ASSURANCE COMPANY
ALTERRA
ALTERRA EXCESS AND SURPLUS INSURANCE COMPANY
ALTERRA US
AMA 1200
AMERICAN GUARANTEE & LIABILITY
AMERICAN INTERNATIONAL GROUP, INC. (AIG)
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ANV
APL/FSR 1969/1861
ARGO RE
ASPEN SPECIALTY INSURANCE COMPANY
AUW
AWAC
AXIS SURPLUSE INSURANCE COMPANY
BERKLEYPRO
BRIT 2987
CARDEM INSURANCE COMPANY LTD.
CATLIN CANADA INC.
CATLIN CANADA INC. (LLOYD'S SYNDICATE 2003)
CHUBB INSURANCE COMPANY OF CANADA
CHUBB SPECIALTY INSURANCE
EXECUTIVE RISK INDEMNITY (CHUBB)
FIRST MERCURY INS. CO
FREEDOM SPECIALTY
FREEDOM SPECIALTY INSURANCE COMPANY
GREAT LAKES
GREAT LAKES REINSURANCE (UK) LTD.
HARDY
HCC SPECIALTY
HIS 33
HOUSTON CASUALTY
HOUSTON SPECIALTY
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ICBC AUTOPLAN INSURANCE
INSURANCE CORPORATION OF BRITISH COLUMBIA
INTACT INSURANCE CO.
IRONSHORE
IRONSHORE EUROPE LTD
IRONSHORE INDEMNITY
IRONSHORE INDEMNITY INC.
LANDMARK (RSUI)
LANDMARK AMERICAN INSURANCE COMPANY
LIBERTY INTERNATIONAL UNDERWRITER
LIBERTY MUTUAL INSURANCE COMPANY
LLOYD'S OF LONDON
LLOYD'S UNDERWRITERS
MARSH CANADA LIMITED
MAXUM INDEMNITY COMPANY
MMX 2010
MONTPELIER
MSP 318
NATIONAL FIRE & MARINE BERKSHIRE
NATIONAL UNION FIRE INS CO. (AIG)
NATIONAL UNION FIRE INS CO. OF PITTSBURGH PA (AIG)
NOA
NORTHBRIDGE INSURANCE
OCIL
OLD REPUBLIC INS. CO. (CUG)
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OLD REPUBLIC INSURANCE COMPANY
PARTNER RE
QBE INSURANCE EUROPE LIMITED
ROCKWOOD CASUALTY
SELF-INSURED (NA)
SENECA
SENECA INSURANCE COMPANY, INC.
SJC (CATLIN)
STARR SURPLUS
STARR TECH/ACE
THE HARTFORD AND STEAM BOILER INSPECTION AND INSURANCE COMPANY
WESTCHESTER
WESTCHESTER SURPLUS LINES INSURANCE COMPANY
WILLIS G360
WORLDSOURCE
WRB 1967
XL INS CO PLC
XL INSURANCE CO. LIMITED
XL INSURANCE COMPANY LTD
XL SPECIALTY
XL SPECIALTY INS. CO.
XL SPECIALTY INSURANCE COMPANY
ZURICH AMERICAN
(P) KEY VENDORS
A & A RESOURCES
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AL POWER COMPANY
ALABAMA POWER COMPANY
ALABAMA SLING CENTER
ALABAMA STATE PORT AUTHORITY
ALABAMA WARRIOR RAILWAY, LLC
ALPHA COAL SALES CO INC (W)
AWS INCORPORATED
BAMA MINE & MILL, INC.
BC HYDRO
BIRMINGHAM RAIL & LOCOMOTIVE CO.
BLACK WARRIOR METHANE CORP.
BLUE CROSS BLUE SHIELD
BRAKE SUPPLY CO INC
BROCKHOUSE GROUP LIMITED
CANADIAN NATIONAL RAILWAY CO.
CAPSTONE DRILLING, INC.
CAREMARK
CARROLL ENGINEERING COMPANY
CATERPILLAR FINANCIAL AND GLOBAL MINING
CAVCO, INC.
CEDAR TRUCKING, INC
CENTENNIAL NATURAL RESOURCES, LLC
CINTAS CORPORATION
COAL FREIGHT FORWARDING, INC.
COALFIELD SERVICES, INC.
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CONSOLIDATED PIPE & SUPPLY CO.
COWIN & COMPANY
CSX TRAN N/A 079413 (IB)
CSX TRANSPORTATION
DUZ CHO CONSTRUCTION L.P.
DYNO NOBEL
EICKHOFF CORPORATION
EXTERRAN ENERGY SOLUTIONS LP
FINNING CANADA (CATERPILLAR)
FLSMIDTH (KREBS), INC.
FLSMIDTH SALT LAKE CITY, INC.
FLSMIDTH USA INC - DECANTER MACHINE INC.
FOUNTAIN TIRE-MINE SERVICE
HAGER EQUIPMENT CO. OF AL, INC.
HAGER OIL COMPANY INC.
HANNER MACHINE COMPANY, INC.
HEINTZMANN CORPORATION
HELIX SYSTEMS, INC.
HIBBS ELECTRIC, INC.
HORTON CONSTRUCTION & FABRICATION
HOWDEN NORTH AMERICA INC.
HUESKER, INC.
HYDRA SERVICE
IMERYS MARBLE INC.
IMPERIAL OIL
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INDUSTRIAL MINING SUPPLY, INC.
INTERNAL REVENUE SERVICE
IT CONVERGENCE
JENNMAR CORPORATION
JESSE CREEK MINING, LLC
JIM HOUSE & ASSOCIATES, INC.
JIM WALTER RESOURCES INC (W)
JONES HEATING, A/C AND PLUMBING INC
JOY GLOBAL UNDERGROUND MINING LLC
KAMAN INDUSTRIAL TECHNOLOGIES
KEKST AND COMPANY INC
KRONOS INCORPORATED
KYKENKEE, INC.
LAYNE CHRISTENSEN COMPANY
LEE HECHT HARRISON LLC
LOGAN & KANANWHA, LLC (W)
MAPLE LEAF LOADING LTD
MATO CORPORATION
MAYER ELECTRIC SUPPLY
MIKE DOVER CORP.
MOODY'S INVESTORS SERVICE
MORROW RAILROAD BUILDERS, INC.
NALCO CHEMICAL COMPANY
NATIONAL BELT SERVICE INC.
NELSON BROTHERS LLC
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NORFOLK SOUTHERN (IB)
NORTHERN STRANDS COMPANY LTD.
ORICA CANADA INC.
PARDEE MINERALS, LLC
PARKER TOWING COMPANY, INC.
PENSION BENEFIT GUARANTY CORPORATION
PETITTO MINE EQUIPMENT INC.
PETROLEUM PRODUCTS, INC.
PIONEER CONVEYOR, LLC
QUAKER CHEMICAL CORPORATION
R. M. WILSON COMPANY
R3 STEEL
RECO EDISON
REGIONS BANK AS TRUSTEE
RGGS LAND & MINERALS, LTD, L.P.
RIDLEY TERMINALS INC.
RIVERCHASE OFFICE LLC
ROCKWOOD CASUALTY INSURANCE COMPANY
SAFETY SOLUTIONS INC.
SANDVIK MINING & CONSTRUCTION, LLC
SCHLUMBERGER TECHNOLOGY CORP.
SIEMENS INDUSTRY, INC.
SMS EQUIPMENT INC.
SOUTHEAST FABRICATORS INC.
SPOKANE INDUSTRIES
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STRATA MINE SERVICES, LLC
SUMITON MACHINE & WELDING
THE DON-DELL CORP
THE MCPHERSON COMPANIES INC.
THOMPSON TRACTOR CO INC
THORNTON WELDING & MACHINE, INC.
TIMBERLAND AND MINERALS, LLC
TRACTOR & EQUIPMENT CO INC
TRI-TECH ENGINEERING, INC.
TRUSTEES OF U M W A
UMWA HEALTH AND RETIREMENT FUNDS (“MEPP”)
UMWA INTERNATIONAL UNION
UNITED CENTRAL INDUSTRIAL
UNITED COAL COMPANY, LLC (W)
VALLEY CONCEPTS LTD.
VANOCUR REFRACTORIES LLC
VEYANCE TECHNOLOGIES, INC.
VIDEO INDUSTRIAL SERVICES INC
W. W. GRAINGER INC. FKA SAFETY SOLUTIONS INC.
WAJAX INDUSTRIES
WALKER MACHINERY
WARRIOR & ASSOCIATES, INC.
WELLS FARGO
WESLEY WEST MINERALS, LTD.
WILLIS INS SRVS OF GEORGIA, INC
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WILMINGTON TRUST, N.A. - 8.50% SENIOR NOTES
WILMINGTON TRUST, N.A. - 9.875% SENIOR NOTES
(Q) LITIGATION
INTERNAL REVENUE SERVICE
ISRANI V. CLARK ET AL., HIMMEL V. SCHELLER ET AL., WALTERS V. SCHELLER ET AL. (THREE CASES CONSOLIDATED IN 10TH JUDICIAL CIRCUIT OF ALABAMA), AND MAKOHIN V. CLARK, ET AL. (N.D. ALA.)
LOUISE MOORE (N.D. ALA.)
MISCELLANEOUS LITIGATION
RUSH V. WALTER ENERGY INC. (N.D. ALA.) (PLAINTIFFS ARE PETER RUSH AND MICHAEL CARNEY, PURPORTED SHAREHOLDERS OF WALTER ENERGY)
UNITED STATES ENVIRONMENTAL PROTECTION AGENCY REGION 4
(R) DEBTHOLDERS
1776 CLO I, LTD.
ABERDEEN LOAN FUNDING LTD.
ADVANCED SERIES TRUST
ADVANCED SERIES TRUST-AST FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION PORTFOLIO
AGF FLOATING RATE INCOME FUND
AIRLIE CLO 2006-II LTD.
ALLIANZ SE
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST-AZL FRANKLIN TEMPLETON FOUNDING STRATEGY PLUS FUND
AMERICAN BANKERS INS CO OF FL
AMERICAN MEMORIAL LIFE INS CO
AMERICAN RELIABLE INSURANCE CO
AMERICAN SECURITY INSURANCE CO
APOLLO CENTRE STREET PARTNERSHIP, L.P.
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APOLLO CREDIT FUNDING I LTD.
APOLLO CREDIT STRATEGIES MASTER FUND LTD.
APOLLO FRANKLIN PARTNERSHIP, L.P.
APOLLO INVESTMENT CORPORATION
APOLLO INVESTMENT MANAGEMENT
APOLLO SK STRATEGIC INVESTMENTS LP
APOLLO VALUE INVESTMENT MASTER FUND LP
ARES CAPITAL MANAGEMENT II LLC
ARES MANAGEMENT
ARES MULTI-STRATEGY CREDIT FUND V (H), L.P.
ARES SENIOR LOAN TRUST
ARES SPECIAL SITUATIONS FUND III LP
ARES SPECIAL SITUATIONS FUND IV, L.P.
ARES STRATEGIC INVESTMENT PARTNERS LTD.
ASIP (HOLDCO) IV S.A R.L.
ASSOCIATED BRITISH FOODS PENSION TRUSTEES LIMITED AS THE TRUSTEE OF ASSOCIATED BRITISH FOODS PENSION SCHEME
ATRIUM V
AUTO CLUB INSURANCE ASSOCIATION
AVERY STREET CLO, LTD.
BABSON CAPITAL
BAML
BANC OF AMERICA CREDIT PRODUCTS, INC.
BANK OF AMERICA NA
BANK OF NOVA SCOTIA
BARCLAYS
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BARCLAYS BANK PLC
BBT CAPITAL
BBT FUND LP
BBT MASTER FUND, L.P.
BCBS OF MI MUT INS CO [MULTI-MANAGED]
BCBS OF TN INC [MULTI-MANAGED]
BEACH POINT CAPITAL MANAGEMENT
BEACH POINT MULTI-ASSET CREDIT FUND LTD.
BEACH POINT SCF I LP
BEACH POINT SCF IV LLC
BEACH POINT SCF MULTI-PORT LP
BEACH POINT STRATEGIC MASTER FUND LP
BEACH POINT TOTAL RETURN MASTER FUND LP
BLACKROCK
BLACKSTONE DEBT ADVISORS
BLT 22 LLC
BLUE MOUNTAIN
BLUEMOUNTAIN CLO II LTD.
BRENTWOOD CLO, LTD.
BTG PACTUAL GLOBAL ASSET MANAGEMENT
CALIFORNIA PHYSICIANS' SERVICE INC
CANDLEWOOD FINANCIAL OPPORTUNITIES FUND LLC
CANDLEWOOD FINANCIAL OPPORTUNITIES MASTER FUND LP
CANDLEWOOD INVESTMENT GROUP
CAPITAL GROUP
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CAPITAL GROUP COMPANIES INC
CAPITAL WORLD INVESTORS
CASPIAN CAPITAL
CASPIAN FOCUSED CREDIT FUND, L.P.
CASPIAN FOCUSED OPPORTUNITIES FUND, L.P.
CASPIAN HLSC1, LLC
CASPIAN SC HOLDINGS, L.P.
CASPIAN SELECT CREDIT MASTER FUND LTD.
CASPIAN SOLITUDE MASTER FUND LP
CHASE
CITI LOAN FUNDING
CITI LOAN FUNDING ADGM FUNDING LLC
CITIBANK
CITIBANK NA
CLAYMORE INVESTMENTS INC
CLINTON GROUP
COLUMBIA FUNDS VARIABLE SERIES TRUST II-VARIABLE PORTFOLIO-EATON VANCE FLOATING-RATE INCOME FUND
COMMONWEALTH BANK OF AUSTRALIA
COMPASS BANK
COVALENT CAPITAL PARTNERS MASTER FUND, LP
CREDIT AGRICOLE CORPORATE
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
CREDIT SUISSE
CREDIT SUISSE LOAN FUNDING LLC
CRESCENT 1, L.P.
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CRS MASTER FUND, L.P.
CSAM
CYRUS CAPITAL
CYRUS HEARTLAND, L.P
CYRUS OPPORTUNITIES MASTER FUND II, LTD.
CYRUS SELECT OPPORTUNITIES MASTER FUND LTD.
CYRUS SPECIAL STRATEGIES MASTER FUND LP
DAUPHIN FUNDING LLC
DB COMMODITY SERVICES LLC
DEUTSCHE BANK AG
DEUTSCHE INVESTMENT MGMT AMERICA
DRYDEN 33 SENIOR LOAN FUND
DRYDEN XI - LEVERAGED LOAN CDO 2006
DRYDEN XVI - LEVERAGED LOAN CDO 2006
DRYDEN XVIII LEVERAGED LOAN 2007 LIMITED
DRYDEN XXI LEVERAGED LOAN
DRYDEN XXIV SENIOR LOAN FUND
DUANE STREET CLO II, LTD.
DUANE STREET CLO IV LTD.
EASTLAND CLO, LTD.
EATON VANCE CDO IX LTD
EATON VANCE CDO VII PLC
EATON VANCE CDO VIII, LTD.
EATON VANCE CDO X PLC
EATON VANCE CLO 2013-1 LTD.
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EATON VANCE FLOATING RATE INCOME TRUST
EATON VANCE FLOATING RATE PORTFOLIO
EATON VANCE FLOATING-RATE INCOME PLUS FUND
EATON VANCE INSTITUTIONAL FUNDS
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
EATON VANCE INTERNATIONAL (CAYMAN ISLANDS) FLOATING-RATE INCOME PORTFOLIO
EATON VANCE LIMITED DURATION INCOME FUND
EATON VANCE SENIOR FLOATING RATE TRUST
EATON VANCE SENIOR INCOME TRUST
EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND
EATON VANCE VARIABLE TRUST-EATON VANCE VT FLOATING-RATE INCOME FUND
ENHANCED LOAN INVESTMENT STRATEGY
EQ ADVISORS TRUST-AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY PORTFOLIO
ERIE INSURANCE EXCHANGE [MULTI-MANAGED]
FEINGOLD O'KEEFFE
FIDELITY ADVISOR SERIES I-FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND
FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC-FIDELITY FLOATING RATE CENTRAL FUND
FIDELITY FLOATING RATE HIGH INCOME FUND
FIDELITY FLOATING RATE HIGH INCOME INVESTMENT TRUST
FIDELITY INCOME FUND-FIDELITY TOTAL BOND FUND
FIDELITY INTERNATIONAL
FIDELITY INVESTMENTS
FIDELITY MANAGEMENT & RESEARCH
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FIDELITY QUALIFYING INVESTOR FUNDS PLC
FIDELITY SUMMER STREET TRUST-FIDELITY SERIES FLOATING RATE HIGH INCOME FUND
FIFTH THIRD BANK
FIGUEROA CLO 2013-1, LTD
FLATIRON CLO 2007-1 LTD.
FLATIRON CLO 2011-1 LTD.
FLATIRON CLO 2012-1 LTD.
FLATIRON CLO 2013-1 LTD
FMR LLC
FORUM INVESTMENT ADVISORS
FRANK RUSSELL INVESTMENT MGMT
FRANKLIN ADVISERS INC
FRANKLIN CLO V, LTD.
FRANKLIN CLO VI, LIMITED
FRANKLIN CUSTODIAN FUNDS-FRANKLIN INCOME FUND
FRANKLIN FLOATING RATE MASTER TRUST-FRANKLIN FLOATING RATE MASTER SERIES
FRANKLIN INVESTORS SECURITIES TRUST-FRANKLIN FLOATING RATE DAILY ACCESS FUND
FRANKLIN MUTUAL ADVISERS INC
FRANKLIN MUTUAL GLOBAL DISCOVERY FUND
FRANKLIN MUTUAL RECOVERY FUND
FRANKLIN MUTUAL SERIES FUNDS-MUTUAL BEACON FUND
FRANKLIN MUTUAL SERIES FUNDS-MUTUAL GLOBAL DISCOVERY FUND
FRANKLIN MUTUAL SERIES FUNDS-MUTUAL QUEST FUND
FRANKLIN MUTUAL SERIES FUNDS-MUTUAL SHARES FUND
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FRANKLIN MUTUAL U.S. SHARES FUND
FRANKLIN RESOURCES
FRANKLIN STRATEGIC SERIES-FRANKLIN STRATEGIC INCOME FUND
FRANKLIN TEMPLETON INVESTMENTS FUNDS-FRANKLIN STRATEGIC INCOME FUND
FRANKLIN TEMPLETON SERIES II FUNDS-FRANKLIN FLOATING RATE II FUND
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST-FRANKLIN MUTUAL GLOBAL DISCOVERY VIP FUND
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST-FRANKLIN MUTUAL SHARES VIP FUND
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST-FRANKLIN STRATEGIC INCOME SECURITIES FUND
FRANKLIN US FLOATING RATE MASTER FUND
FRINGE BENEFIT LIFE INSURANCE CO
FS GLOBAL CREDIT OPPORTUNITIES FUND
FT OPPORTUNISTIC DISTRESSED FUND LTD.
FUTURE FUND BOARD OF GUARDIANS
GATEWAY CLO LIMITED
GLOBAL LEVERAGED CAPITAL
GLOBAL LEVERAGED CAPITAL CREDIT OPPORTUNITY FUND I
GOLDMAN SACHS
GOLDMAN SACHS ASSET MANAGEMENT
GOLDMAN SACHS ASSET MANAGEMENT CLO, PUBLIC LIMITED COMPANY
GOLDMAN SACHS BANK USA
GOLDMAN SACHS LENDING PARTNERS LLC
GRANT GROVE CLO, LTD.
GRAYSON & CO
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GRAYSON CLO, LTD.
GSO AIGUILLE DES GRANDS MONTETS FUND I LP
GSO AIGUILLE DES GRANDS MONTETS FUND II LP
GSO AIGUILLE DES GRANDS MONTETS FUND III LP
GSO CACTUS CREDIT OPPORTUNITIES FUND LP
GSO CHURCHILL PARTNERS LP
GSO COASTLINE CREDIT PARTNERS LP
GSO JUPITER LOAN TRUST
GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP
GSO SPECIAL SITUATIONS MASTER FUND LP
GUIDESTONE CAPITAL MANAGEMENT
HALCYON STRUCTURED ASSET MANAGEMENT LONG SECURED/SHORT UNSECURED 2007-1 LTD.
HALLMARK SPECIALTY INSURANCE COMPANY
HARRIS ASSOCIATES LP
HARTFORD FINANCIAL SERVICES GROUP
HARTFORD FIRE INSURANCE CO
HARTFORD INSURANCE CO OF IL
HARTFORD INTL LIFE REASSUR CORP
HEWETT'S ISLAND CLO I-R LTD.
HIGHLAND CAPITAL
HIGHLAND CAPITAL MANAGEMENT LP
HIGHLAND FUNDS I-HIGHLAND FLOATING RATE OPPORTUNITIES FUND
HIGHLAND FUNDS I-HIGHLAND/IBOXX SENIOR LOAN ETF
HIGHMARK GROUP
HUFF COMPANIES
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ING CAPITAL, LLC
INVESCO ASSET MANAGEMENT LTD ID
INVESCO LTD
JERSEY STREET CLO, LTD
JFIN CLO 2007 LTD.
JFIN CLO 2012 LTD
JFIN CLO 2013 LTD.
JFIN CLO 2014-II LTD.
JMP CREDIT
JNL SERIES TRUST- JNL/PPM AMERICA FLOATING RATE INCOME FUND
JNL SERIES TRUST-JNL/FRANKLIN TEMPLETON INCOME FUND
JNL SERIES TRUST-JNL/FRANKLIN TEMPLETON MUTUAL SHARES FUND
JOHN HANCOCK VARIABLE INSURANCE TRUST-MUTUAL SHARES TRUST
JONES HEWARD INVESTMENT COUNSEL
JP MORGAN CHASE & CO
JP MORGAN INVESTMENT MGMT
JPMORGAN CHASE BANK, N.A.
KANSAS PUBLIC EMPLOYEES RETIREMENT SYSTEM
KING STREET ACQUISITION COMPANY
KING STREET ACQUISITION COMPANY, L.L.C.
KKR CREDIT ADVISORS
KKR DEBT INVESTORS II (2006)
LEGG MASON INC
LEMANIK ASSET MANAGEMENT
LLOYDS BANK PENSION TRUST (NO.1) LIMITED AS TRUSTEE OF LLOYDS BANK PENSION SCHEME (NO. 1)
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LLOYDS BANK PENSION TRUST (NO.2) LIMITED AS TRUSTEE OF LLOYDS BANK PENSION SCHEME (NO. 2)
LORD ABBETT & CO LLC
LORD ABBETT PASSPORT PORTFOLIOS PLC-LORD ABBETT HIGH YIELD FUND
MACKAY SHIELDS
MADISON PARK FUNDING II, LTD.
MANULIFE ASSET MANAGEMENT (US) L
MARINER LDC
MARLBOROUGH STREET CLO LTD
MARYLAND STATE RETIREMENT AND PENSION SYSTEM
MASSACHUSETTS FINANCIAL
MASSACHUSETTS FINANCIAL SERVICES
MERCER QIF FUND PLC-MERCER MULTI-ASSET GROWTH FUND
MET INVESTORS SERIES TRUST-MET/EATON VANCE FLOATING RATE PORTFOLIO
METROPOLITAN WEST
METROPOLITAN WEST ASSET MGMT
MJX ASSET MANAGEMENT
MORGAN STANLEY BANK, N.A.
MORGAN STANLEY SENIOR FUNDING, INC.
MOUNTAIN VIEW CLO 2013-1 LTD.
MOUNTAIN VIEW CLO II LTD.
MOUNTAIN VIEW CLO III LTD.
MUIR GROVE CLO, LTD.
MUIR WOODS CLO, LTD
NEBRASKA INVESTMENT COUNCIL
NEW CASTLE CAPITAL
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33 ny-1201469
NEW YORK LIFE INSURANCE & ANNUITY CORP.
NEW YORK LIFE INSURANCE COMPANY
NOMURA CORPORATE FUNDING AMERICAS LLC
NORTHERN TRUST COMPANY
NORTHWESTERN LONG TERM CARE INS
NORTHWESTERN MUTUAL LIFE INSUR
NYLIM FLATIRON CLO 2006-1 LTD.
OAK HILL CREDIT PARTNERS V, LIMITED
OHA PARK AVENUE CLO I, LTD.
ONTARIO PUBLIC SERVICE EMPLOYEES UNION PENSION PLAN TRUST FUND
OREGON PUBLIC EMPLOYEES RETIREMENT FUND
PACIFIC COAST INVESTMENT FUND LLC
PACIFIC FUNDS-PF FLOATING RATE LOAN FUND
PACIFIC SELECT FUND - FLOATING RATE LOAN PORTFOLIO
PICTET & CIE
PIMCO ADVISORS LP
PPF NOMINEE 1 B.V.
PPM AMERICA
PPM GRAYHAWK CLO, LTD.
PRESIDIO INVESTORS LIMITED
PRUDENTIAL FINANCIAL INC
PRUDENTIAL RETIREMENT INS & ANNU
PYRAMIS FLOATING RATE HIGH INCOME COMMINGLED POOL
PYRAMIS GLOBAL ADVISORS LLC
PYRAMIS LEVERAGED LOAN LP
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QUALCOMM GLOBAL TRADING PTE. LTD.
RBC
RED RIVER CLO LTD.
RENAISSANCE FLOATING RATE INCOME FUND
ROCKWALL CDO II LTD.
ROSEDALE CLO, LTD.
ROYAL BANK OF CANADA
ROYAL MAIL PENSIONS TRUSTEES LIMITED AS TRUSTEE OF THE ROYAL MAIL PENSION PLAN
RSUI IND CO [MULTI-MANAGED]
RSUI INDEMNITY CO.
SAFETY NATIONAL CASUALTY CORP
SEI INVESTMENTS CO
SEIX ADVISORS
SENIOR DEBT PORTFOLIO
SHINNECOCK CLO 2006-1 LTD.
SILVER POINT
SMITH BARNEY CONSULTING GROUP
SPCP GROUP, LLC
SPRUCE INVESTORS II LIMITED PARTNERSHIP
SPRUCE INVESTORS LIMITED
STANDARD LIFE INV MUTUAL FUND LT
STANDARD LIFE INVESTMENTS
STATE STREET CORP
STEAMBOAT CREDIT OPPORTUNITIES MASTER FUND LP
STRATFORD CLO LTD.
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SUPER CASPIAN CAYMAN FUND LIMITED
T ROWE PRICE ASSOCIATES
TALL TREE INVESTMENT MANAGEMENT
TCW ASSET MANAGEMENT
TCW INVESTMENT MANAGEMENT CO
TD BANK
TD BANK, NATIONAL ASSOCIATION
TEACHERS' RETIREMENT SYSTEM OF OKLAHOMA
THE BANK OF NOVA SCOTIA
THIRD AVENUE CAPITAL
THIRD AVENUE CAPITAL PLC
THIRD AVENUE MANAGEMENT LLC
TIME INS CO [MULTI-MANAGED]
TRANSAMERICA FINANCIAL LIFE INS
TRANSAMERICA LIFE INSURANCE CO
TRANSAMERICA PREMIER LIFE INS CO
TRANSATLANTIC REINSURANCE CO
TUOLUMNE GROVE CLO, LTD.
UBS AG
UNIVERSITY HEALTH CARE INC
VARIABLE INSURANCE PRODUCTS FUND-FLOATING RATE HIGH INCOME PORTFOLIO
VENTURE IX CDO LIMITED
VENTURE VI CDO LIMITED
VENTURE VII CDO LIMITED
VENTURE VIII CDO, LIMITED
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VIRTUS INVESTMENT ADVISERS INC
VOYA INVESTMENT MANAGEMENT LLC
VOYA INVESTORS TRUST-VY FRANKLIN MUTUAL SHARES PORTFOLIO
WELLPOINT INC GROUP
WESTCHESTER CLO LTD
WESTERN ASSET MANAGEMENT CO
WHITEHORSE VI, LTD.
YORKTOWN MANAGEMENT & RESEARCH C
(S) UTILITIES
ADVANCE DISPOSAL
AIM TRUCKING
ALABAMA POWER COMPANY
ALABAMA GAS CORPORATION
ALABAMA POWER
ALABAMA POWER COMPANY
ALABAMA POWER COMPANY
APPALACHIAN POWER
ARMSTRONG PSD
ARMSTRONG PUBLIC SERVICE DISTRICT
AT&T
AT&T COMMUNICATION SYSTEMS SOUTHEAST
BC HYDRO
BELL MOBILITY
BERRY WATER WORKS
BIRMINGHAM WATER WORKS
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BIRMINGHAM WATER WORKS
BLUEWAVE ENERGY
CAPSTONE UTILITIES
CAPSTONE UTILITIES LLC-4019
CARDINAL TELECOM
CARROLL'S CREEK WATER AUTHORITY
CARROLS CREEK WATER AUTHORITY
CENTURYLINK
CHARTER COMMUNICATIONS
CHETWYND CHOICE
CHETWYND FRESH WATER
CHETWYND SEPTIC SERVICE
CITIZENS WATER
CITIZENS WATER SERVICE
CITIZEN'S WATER SERVICE INC
CITY OF BERRY
CITY OF TUSCALOOSA
CITY OF TUSCALOOSA WATER & SEWER DEPT
CONSOLIDATED WATERWORKS DISTRICT NO 1
CROSIER'S INC.
CROSIER'S SANITARY SERVICE
DISTRICT OF CHETWYND
DISTRICT OF TUMBLER RIDGE
FAYETTE GAS BOARD
FORTIS NATURAL GAS
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FRONTIER
GMPCS
HUGHES NET
HUGHES NETWORK SYSTEMS, LLC
JASPER WATERWORKS & SEWER BOARD
LUMOS NETWORKS
LUSK DISPOSAL SERVICES
LUSK DISPOSAL SERVICES, INC.
MONPOWER
MOORE COAL COMPANY INC
MOUNTAINEER GAS
MOUNTAINEER GAS COMPANY
NAVAGAT
NAVAGATA
OAKMAN WATER WORKS
OSWALT SEWAGE
OSWALT SEWAGE CO INC
PACIFIC NORTHERN GAS
PARRISH WATER WORKS
PEA RIVER ELECTRIC COOPERATIV
PEA RIVER ELECTRIC
REPUBLIC SERVICES, INC. DBA AWS BIRMINGHAM
RUMSEY ENVIRONMENTAL
RUMSEY ENVIRONMENTAL, L.L.C.
RUMSEY SANITATION, LLC
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SHAW
SOUTH LOUISIANA ELECTRIC COOPERATIVE ASSOCIATION
SOUTHERN LINC
SOUTHERNLINC
SUBURBAN PROPANE
SUBURBAN PROPANE, LP
SUDDENLINK
SUMMERSVILLE WATER WORKS
SUPERIOR PROPANE
TDS TELECOM
TELUS
THE WATER WORKS BOARD
TOWN OF ARITON
TOWN OF BERRY
TW TELECOM
TW TELECOM HOLDINGS, INC.
USA MOBILE
USA MOBILITY WIRELESS, INC.
VERIZON
VERIZON BUSINESS
VERIZON CONFERENCING
WALKER CO SOLID WASTE DEPT
WARRIOR RIVER WATER
WASTE MANAGEMENT
WASTE MANAGEMENT OF WEST VIRGINIA
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WINDSTREAM
WINDSTREAM CORPORATION
(T) CREDITORS HOLDING 50 LARGEST UNSECURED CLAIMS
WILMINGTON TRUST, N.A.
WILMINGTON TRUST, N.A.
JOY GLOBAL UNDERGROUND MINING LLC
ALABAMA STATE PORT AUTHORITY
MAYER ELECTRIC SUPPLY
COWIN & COMPANY
CONSOLIDATED PIPE & SUPPLY CO.
BROCKHOUSE GROUP LIMITED
PIONEER CONVEYOR, LLC
PARKER TOWING COMPANY, INC.
HAGER OIL COMPANY INC
KAMAN INDUSTRIAL TECHNOLOGIES
THOMPSON TRACTOR CO INC
INDUSTRIAL MINING SUPPLY, INC.
KRONOS INCORPORATED
JIM HOUSE & ASSOCIATES, INC.
EICKHOFF CORPORATION
SAFETY SOLUTIONS INC.
SANDVIK MINING & CONSTRUCTION, LLC
PARDEE MINERALS, LLC
HEINTZMANN CORPORATION
CARROLL ENGINEERING COMPANY
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LAYNE CHRISTENSEN COMPANY
JONES HEATING, A/C AND PLUMBING INC
UNITED CENTRAL INDUSTRIAL
NATIONAL BELT SERVICE INC.
SOUTHEAST FABRICATORS INC.
PETROLEUM PRODUCTS, INC.
HAGER EQUIPMENT CO. OF AL, INC.
SIEMENS INDUSTRY, INC.
BIRMINGHAM RAIL & LOCOMOTIVE CO.
ROCKWOOD CASUALTY INSURANCE COMPANY
NELSON BROTHERS LLC
HIBBS ELECTRIC, INC.
ALABAMA SLING CENTER
MATO CORPORATION
KYKENKEE, INC.
AL POWER COMPANY
IT CONVERGENCE
LEE HECHT HARRISON LLC
JENNMAR CORPORATION
R3 STEEL
HORTON CONSTRUCTION & FABRICATION
QUAKER CHEMICAL CORPORATION
BAMA MINE & MILL, INC.
INTERNAL REVENUE SERVICE
PENSION BENEFIT GUARANTY CORPORATION
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UMWA HEALTH AND RETIREMENT FUNDS (“MEPP”)
UNITED MINE WORKERS OF AMERICA
UNITED STEEL WORKERS
(U) BANKRUPTCY JUDGE AND ATTORNEYS IN BANKRUPTCY ADMINISTRATORS OFFICE
TAMARA O. MITCHELL
JAMES THOMAS CORBETT
JON ALLYN DUDECK
JOSEPH E. BULGARELLA
ROBERT J. LANDRY, III
RICHARD M. BLYTHE
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Exhibit C-2
LIST OF PARTIES IN INTEREST, OR AFFILIATES THEREOF THAT HAVE ENGAGED, CURRENTLY ENGAGE, OR HAVE SERVED IN
MATTERS WITH BRG, SORTED BY THEIR RELATIONSHIP TO THE DEBTORS
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(A) SIGNIFICANT SHAREHOLDERS
BANK OF AMERICA MERRILL LYNCH (US)
CREDIT SUISSE SECURITIES (USA) LLC
DEUTSCHE ASSET MANAGEMENT AMERICAS
GOLDMAN SACHS & COMPANY, INC.
THE VANGUARD GROUP, INC.
(B) ADMINISTRATIVE AGENT
MORGAN STANLEY SENIOR FUNDING, INC.
(C) INDENTURE TRUSTEE
WILMINGTON TRUST, N.A.
(D) OPERATIONAL COUNTERPARTIES
CONOCOPHILLIPS
(E) BANKS AT WHICH DEBTORS MAINTAIN DEPOSITORY, CONCENTRATION, DISBURSEMENT, OPERATING, OR RELATED ACCOUNTS
BANK OF AMERICA
JP MORGAN
REGIONS BANK
BB&T
SCOTIA BANK
COMERICA
LLOYDS
(F) SECURED PARTIES
BANK OF AMERICA N A AS ADMINISTRATIVE AGENT
CATERPILLAR FINANCIAL SERVICES CORPORATION
CATERPILLAR FINANCIAL SERVICES LIMITED
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COMERICA LEASING CORPORATION
DELL FINANCIAL SERVICES L.L.C.
GATX CORPORATION
GE CAPITAL CANADA EQUIPMENT FINANCING & LEASING COMPANY
GENERAL ELECTRIC CAPITAL CORPORATION
MORGAN STANLEY SENIOR FUNDING, INC. , AS COLLATERAL AGENT
THE CIT GROUP/EQUIPMENT FINANCING INC
THE HUNTINGTON NATIONAL BANK
WILMINGTON TRUST, NATIONAL ASSOCIATION, AS COLLATERAL AGENT
XEROX CANADA LTD
(G) SIGNIFICANT CUSTOMERS
AK STEEL
APPALACHIAN POWER COMPANY
ARCELOR
ARCELORMITTAL SOURCING
BAYER CORP
CITGO PETROLEUM
GA PACIFIC
MITSUBISHI CHEMICAL
MITSUI
POSCO
THYSSEN KRUPP
US STEEL
(H) SURETY BOND HOLDERS
ARCH INSURANCE
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ASPEN INSURANCE
(I) UNIONS
UNITED MINE WORKERS OF AMERICA
UNITED STEEL WORKERS LOCAL 1-424
UNITED STEELWORKERS (USW), A.F.L. - C.I.O. - C.L.C., LOCAL UNION NO. 12014
(J) PERMIT ISSUERS AND REGULATORS RELEVANT TO THE DEBTORS
U.S. DEPARTMENT OF TRANSPORTATION
US NUCLEAR REGULATORY COMMISSION (NRC)
(K) RELEVANT TAXING AUTHORITIES
CANADA REVENUE AGENCY
DELAWARE SECRETARY OF STATE
DEPARTMENT OF THE TREASURY (IRS)
(L) ATTORNEYS, FINANCIAL ADVISORS, ACCOUNTANTS AND OTHER PROFESSIONALS
AKIN GUMP
ALIXPARTNERS, LLP
BRADLEY ARANT BOULT CUMMINGS LLP
ERNST & YOUNG LLP
KPMG
LAZARD
OGLETREE, DEAKINS, NASH, SMOAK & STEWART, P.C.
OSLER, HOSKIN & HARCOURT LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
(M) INSURERS
ACE (STARR TECH)
ACE AMERICAN
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ACE AMERICAN INSURANCE COMPANY
ACE BERMUDA
ACE INA INSURANCE
AIG EUROPE LIMITED
ALLIANZ INSURANCE PLC
ALTERRA EXCESS AND SURPLUS INSURANCE COMPANY
AMERICAN GUARANTEE & LIABILITY
AMERICAN INTERNATIONAL GROUP, INC. (AIG)
ASPEN SPECIALTY INSURANCE COMPANY
AUW
AWAC
AXIS SURPLUSE INSURANCE COMPANY
CHUBB INSURANCE COMPANY OF CANADA
CHUBB SPECIALTY INSURANCE
GREAT LAKES
GREAT LAKES REINSURANCE (UK) LTD.
HOUSTON CASUALTY
IRONSHORE
IRONSHORE EUROPE LTD
IRONSHORE INDEMNITY
IRONSHORE INDEMNITY INC.
LANDMARK (RSUI)
LANDMARK AMERICAN INSURANCE COMPANY
LIBERTY INTERNATIONAL UNDERWRITER
LIBERTY MUTUAL INSURANCE COMPANY
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LLOYD'S OF LONDON
LLOYD'S UNDERWRITERS
MARSH CANADA LIMITED
MAXUM INDEMNITY COMPANY
NATIONAL FIRE & MARINE BERKSHIRE
NATIONAL UNION FIRE INS CO. (AIG)
NATIONAL UNION FIRE INS CO. OF PITTSBURGH PA (AIG)
OLD REPUBLIC INS. CO. (CUG)
OLD REPUBLIC INSURANCE COMPANY
QBE INSURANCE EUROPE LIMITED
ROCKWOOD CASUALTY
STARR SURPLUS
THE HARTFORD AND STEAM BOILER INSPECTION AND INSURANCE COMPANY
XL INS CO PLC
XL INSURANCE CO. LIMITED
XL INSURANCE COMPANY LTD
XL SPECIALTY
XL SPECIALTY INS. CO.
XL SPECIALTY INSURANCE COMPANY
ZURICH AMERICAN
(N) KEY VENDORS
BLUE CROSS BLUE SHIELD
BRAKE SUPPLY CO INC
CAREMARK
CATERPILLAR FINANCIAL AND GLOBAL MINING
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CINTAS CORPORATION
FLSMIDTH (KREBS), INC.
FLSMIDTH SALT LAKE CITY, INC.
FLSMIDTH USA INC - DECANTER MACHINE INC.
IMPERIAL OIL
INTERNAL REVENUE SERVICE
KRONOS INCORPORATED
PETROLEUM PRODUCTS, INC.
REGIONS BANK AS TRUSTEE
SCHLUMBERGER TECHNOLOGY CORP.
SIEMENS INDUSTRY, INC.
TRACTOR & EQUIPMENT CO INC
UMWA INTERNATIONAL UNION
UNITED CENTRAL INDUSTRIAL
WELLS FARGO
WILMINGTON TRUST, N.A. - 8.50% SENIOR NOTES
WILMINGTON TRUST, N.A. - 9.875% SENIOR NOTES
(O) DEBTHOLDERS
ADVANCED SERIES TRUST
ALLIANZ SE
AMERICAN RELIABLE INSURANCE CO
APOLLO INVESTMENT CORPORATION
APOLLO INVESTMENT MANAGEMENT
APOLLO SK STRATEGIC INVESTMENTS LP
ARES MANAGEMENT
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ARES SENIOR LOAN TRUST
ARES SPECIAL SITUATIONS FUND III LP
ARES SPECIAL SITUATIONS FUND IV, L.P.
ARES STRATEGIC INVESTMENT PARTNERS LTD.
BABSON CAPITAL
BANC OF AMERICA CREDIT PRODUCTS, INC.
BANK OF AMERICA NA
BANK OF NOVA SCOTIA
BARCLAYS
BARCLAYS BANK PLC
BBT CAPITAL
BBT FUND LP
BBT MASTER FUND, L.P.
BCBS
BLACKROCK
BLUE MOUNTAIN
BLUEMOUNTAIN CLO II LTD.
CANDLEWOOD FINANCIAL OPPORTUNITIES FUND LLC
CANDLEWOOD FINANCIAL OPPORTUNITIES MASTER FUND LP
CANDLEWOOD INVESTMENT GROUP
CAPITAL GROUP
CAPITAL GROUP COMPANIES INC
CASPIAN SELECT CREDIT MASTER FUND LTD.
CASPIAN SOLITUDE MASTER FUND LP
CHASE BANK
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CITI LOAN FUNDING
CITI LOAN FUNDING ADGM FUNDING LLC
CITIBANK
CITIBANK NA
CREDIT AGRICOLE CORPORATE
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
CREDIT SUISSE
CREDIT SUISSE LOAN FUNDING LLC
DAUPHIN FUNDING LLC
DB COMMODITY SERVICES LLC
DEUTSCHE BANK AG
DEUTSCHE INVESTMENT MGMT AMERICA
DRYDEN XI - LEVERAGED LOAN CDO 2006
DRYDEN XVI - LEVERAGED LOAN CDO 2006
DRYDEN XVIII LEVERAGED LOAN 2007 LIMITED
DRYDEN XXI LEVERAGED LOAN
DRYDEN XXIV SENIOR LOAN FUND
DUANE STREET CLO II, LTD.
DUANE STREET CLO IV LTD.
EATON VANCE CDO IX LTD
EATON VANCE CDO VII PLC
EATON VANCE CDO VIII, LTD.
EATON VANCE CDO X PLC
EATON VANCE CLO 2013-1 LTD.
EATON VANCE FLOATING RATE INCOME TRUST
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EATON VANCE FLOATING RATE PORTFOLIO
EATON VANCE FLOATING-RATE INCOME PLUS FUND
EATON VANCE INSTITUTIONAL FUNDS
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
EATON VANCE INTERNATIONAL (CAYMAN ISLANDS) FLOATING-RATE INCOME PORTFOLIO
EATON VANCE LIMITED DURATION INCOME FUND
EATON VANCE SENIOR FLOATING RATE TRUST
EATON VANCE SENIOR INCOME TRUST
EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND
EATON VANCE VARIABLE TRUST-EATON VANCE VT FLOATING-RATE INCOME FUND
ENHANCED LOAN INVESTMENT STRATEGY
FIDELITY INVESTMENTS
FRANK RUSSELL INVESTMENT MGMT
FRANKLIN ADVISERS INC
FRANKLIN MUTUAL ADVISERS INC
FRANKLIN MUTUAL GLOBAL DISCOVERY FUND
FRANKLIN MUTUAL RECOVERY FUND
FRANKLIN MUTUAL SERIES FUNDS-MUTUAL BEACON FUND
FRANKLIN MUTUAL SERIES FUNDS-MUTUAL GLOBAL DISCOVERY FUND
FRANKLIN MUTUAL SERIES FUNDS-MUTUAL QUEST FUND
FRANKLIN MUTUAL SERIES FUNDS-MUTUAL SHARES FUND
FRANKLIN MUTUAL U.S. SHARES FUND
FRANKLIN RESOURCES
FS GLOBAL CREDIT OPPORTUNITIES FUND
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GOLDMAN SACHS
GOLDMAN SACHS ASSET MANAGEMENT
GOLDMAN SACHS ASSET MANAGEMENT CLO, PUBLIC LIMITED COMPANY
GOLDMAN SACHS BANK USA
GOLDMAN SACHS LENDING PARTNERS LLC
GRAYSON & CO
GRAYSON CLO, LTD.
GSO AIGUILLE DES GRANDS MONTETS FUND I LP
GSO AIGUILLE DES GRANDS MONTETS FUND II LP
GSO AIGUILLE DES GRANDS MONTETS FUND III LP
GSO CACTUS CREDIT OPPORTUNITIES FUND LP
GSO CHURCHILL PARTNERS LP
GSO COASTLINE CREDIT PARTNERS LP
GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP
GSO SPECIAL SITUATIONS MASTER FUND LP
HARTFORD FINANCIAL SERVICES GROUP
HARTFORD FIRE INSURANCE CO
HARTFORD INSURANCE CO OF IL
HARTFORD INTL LIFE REASSUR CORP
HIGHLAND CAPITAL
HIGHLAND CAPITAL MANAGEMENT LP
HIGHLAND FUNDS I-HIGHLAND FLOATING RATE OPPORTUNITIES FUND
HIGHLAND FUNDS I-HIGHLAND/IBOXX SENIOR LOAN ETF
HIGHMARK GROUP
ING CAPITAL, LLC
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JERSEY STREET CLO, LTD
JOHN HANCOCK VARIABLE INSURANCE TRUST-MUTUAL SHARES TRUST
JP MORGAN CHASE & CO
JP MORGAN INVESTMENT MGMT
JPMORGAN CHASE BANK, N.A.
KKR CREDIT ADVISORS
KKR DEBT INVESTORS II (2006)
LEMANIK ASSET MANAGEMENT
LLOYDS BANK PENSION TRUST (NO.1) LIMITED AS TRUSTEE OF LLOYDS BANK PENSION SCHEME (NO. 1)
LLOYDS BANK PENSION TRUST (NO.2) LIMITED AS TRUSTEE OF LLOYDS BANK PENSION SCHEME (NO. 2)
LORD ABBETT & CO LLC
LORD ABBETT PASSPORT PORTFOLIOS PLC-LORD ABBETT HIGH YIELD FUND
MARINER LDC
MASSACHUSETTS FINANCIAL
MASSACHUSETTS FINANCIAL SERVICES
METROPOLITAN WEST
METROPOLITAN WEST ASSET MGMT
MORGAN STANLEY BANK, N.A.
MORGAN STANLEY SENIOR FUNDING, INC.
NEW YORK LIFE INSURANCE & ANNUITY CORP.
NEW YORK LIFE INSURANCE COMPANY
NORTHERN TRUST COMPANY
PACIFIC COAST INVESTMENT FUND LLC
PIMCO ADVISORS LP
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PPF NOMINEE 1 B.V.
PPM AMERICA
PPM GRAYHAWK CLO, LTD.
PRUDENTIAL FINANCIAL INC
PRUDENTIAL RETIREMENT INS & ANNU
PYRAMIS FLOATING RATE HIGH INCOME COMMINGLED POOL
PYRAMIS GLOBAL ADVISORS LLC
PYRAMIS LEVERAGED LOAN LP
QUALCOMM GLOBAL TRADING PTE. LTD.
RBC
ROYAL BANK OF CANADA
RSUI IND CO [MULTI-MANAGED]
RSUI INDEMNITY CO.
SMITH BARNEY CONSULTING GROUP
SPCP GROUP, LLC
STANDARD LIFE INVESTMENTS
STATE STREET CORP
TD BANK
TD BANK, NATIONAL ASSOCIATION
THE BANK OF NOVA SCOTIA
THIRD AVENUE MANAGEMENT LLC
UBS AG
VENTURE IX CDO LIMITED
VENTURE VI CDO LIMITED
VENTURE VII CDO LIMITED
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VENTURE VIII CDO, LIMITED
VIRTUS INVESTMENT ADVISERS INC
VOYA INVESTMENT MANAGEMENT LLC
VOYA INVESTORS TRUST-VY FRANKLIN MUTUAL SHARES PORTFOLIO
WELLPOINT INC GROUP
(P) UTILITIES
ALABAMA POWER COMPANY
ALABAMA GAS CORPORATION
ALABAMA POWER
ALABAMA POWER COMPANY
ALABAMA POWER COMPANY
APPALACHIAN POWER
AT&T
AT&T COMMUNICATION SYSTEMS SOUTHEAST
CHARTER COMMUNICATIONS
FORTIS NATURAL GAS
FRONTIER
SHAW
VERIZON
WASTE MANAGEMENT
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Exhibit D
Coordination of Responsibilities of Committee Investment Banker and Committee Financial Advisor
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IN RE WALTER ENERGY, INC., ET AL. CASE NO. 15-02741
COORDINATION OF RESPONSIBILITIES FOR HOULIHAN LOKEY AND BERKELEY RESEARCH GROUP, LLC (D/B/A BRG/CAPSTONE)
With respect to the projects listed below, where appropriate the parties may coordinate with each other while avoiding duplication of efforts.
HOULIHAN LOKEY (INVESTMENT BANKER)
BRG/CAPSTONE (FINANCIAL ADVISOR)
Valuation analysis and expert testimony Capital structure / debt capacity Review business plan(s) / financial forecasts and provide input regarding
strategic enhancements / improvements Review of cash collateral motion Negotiation with Debtors and other parties-in-interest Evaluation and negotiation of restructuring proposals, including the
proposed restructuring support agreement Economic impact of intercompany transactions 1113/1114 negotiations Plan feasibility issues Strategic plan review Strategic alternatives
Restructuring alternatives M&A / asset sales
Advise on current state of the restructuring / capital markets Financing alternatives
Capital raising Rights offering (terms) Backstop agreement (terms / fees)
Exit financing (terms / economics, covenants) Assessment of management / board of directors Contracts analysis Creditor recovery analysis Claims analysis and evaluation of impact on recoveries
Historical and current financial performance The underlying operational assumptions of the Company’s business
plan(s) and financial forecasts to ensure credibility Cash collateral, including payment of pre-petition obligations and on-
going performance against budget SEC filings, MORs, other financial reports, SOFAs and schedules Claims management process Intercompany and/or related party transactions Contract assumption / rejection and surety bonding Preference payments, fraudulent conveyances, and other potential causes
of action Employee needs and related costs Tax structure and claims Expert testimony and or litigation/forensic work
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