16-11895-jlg Doc 1202 Filed 07/10/18 Entered 07/10/18 10 ...

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

Chapter 11In re:

Case No. 16-11895 (JLG)CHINA FISHERY GROUP LIMITED (CAYMAN), et al.

(Jointly Administered)Debtors.^

X

TWENTIETH MONTHLY FEE STATEMENT OF RSR CONSULTING, LLC FOR ALLOWANCE OF AN ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES

INCURRED FROM JUNE 1, 2018 THROUGH JUNE 30, 2018

RSR Consulting, LLCName of Applicant:

China Fishery Group Limited (Cayman), et al. Debtors and Debtors-in-Possession, with the exception of CFG Peru Singapore.

Authorized to Provide Professional Services to:

August 19, 2016 (nunc pro tunc to June 30, 2016)

Date of Retention:

Period for which compensation and reimbursement is sought: June 1, 2018 to June 30, 2018

Amount of Compensation sought as actual, reasonable, and necessary: $30,278.00 (80% = $24,222.40)

Amount of Expense Reimbursement sought as actual, reasonable, and necessary: $0.00

1 The Debtors in these chapter 11 cases are as follows: China Fishery Group Limited (Cayman), Pacific Andes International Holdings Limited (Bermuda), N.S. Hong Investment (BVI) Limited, South Pacific Shipping Agency Limited (BVI), China Fisheries International Limited (Samoa), CFGL (Singapore) Private Limited, Chanery Investment Inc. (BVI), Champion Maritime Limited (BVI), Growing Management Limited (BVf), Target Shipping Limited (HK), Fortress Agents Limited (BVI), Ocean Expert International Limited (BVI), Protein Trading Limited (Samoa), CFG Peru Investments Pte. Limited (Singapore), Smart Group Limited (Cayman), Super Investment Limited (Cayman), Pacific Andes Resources Development Limited (Bermuda), Nouvelle Foods International Ltd. (BVI), Golden Target Pacific Limited (BVI), Pacific Andes International Holdings (BVI) Limited, Zhonggang Fisheries Limited (BVI), Admired Agents Limited (BVI), Chiksano Management Limited (BVI), Clamford Holding Limited (BVI), Excel Concept Limited (BVI), Gain Star Management Limited (BVI), Grand Success Investment (Singapore) Private Limited, Hill Cosmos International Limited (BVI), Loyal Mark Holdings Limited (BVI), Metro Island International Limited (BVI), Mission Excel International Limited (BVI), Natprop Investments Limited, Pioneer Logistics Limited (BVI), Sea Capital International Limited (BVI), Shine Bright Management Limited (BVI), Superb Choice International Limited (BVI), and Toyama Holdings Limited (BVI).

16-11895-jlg Doc 1202 Filed 07/10/18 Entered 07/10/18 10:04:48 Main Document Pg 1 of 13

final application. No prior application filed for this FeeinterimThis is a X monthly Period.

FEE APPLICATION SUMMARYFEES EXPENSES

PAID (1) PAID (1)PERIOD FEES EXPENSES

COVERED REQUESTED REQUESTEDDATEFILEDNUMBER

FIRST INTERIM APPLICATION 6/30/16 - 10/31/16 DOCKET #249

6/30/16 - 10/31/16 $ 5,119$ 165,729$ 220,662 $ 5,11911/23/16

FIRST MONTHLY APPLICATION 11/1/16 - 11/30/16 DOCKET #272

11/1/16 - 11/30/16 $ 760$ 760 $ 11,950$ 14,93712/13/16

SECOND MONTHLY APPLICATION 12/1/16 - 12/31/16 DOCKET #316

12/1/16 - 12/31/16 $$ $ 6,708$ 8,3851/18/17

THIRD MONTHLY APPLICATION 1/1/17 -1/31/17 DOCKET #351

1/1/17 - 1/31/17 $$ 8,985S$ 11,2322/10/17

FOURTH MONTHLY APPLICATION 2/1/17 - 2/28/17 DOCKET #381

2/1/17 - 2/28/17 $$ 9,922S$ 12,4023/13/17

FIFTH MONTHLY APPLICATION 3/1/17 - 3/31/17 DOCKET #468

3/1/17 - 3/31/17 5$ 9,235$$ 11,5444/17/17

SIXTH MONTHLY APPLICATION 4/1/17 - 4/30/17 DOCKET #558

4/1/17 - 4/30/17 $$ 5,023$$ 6,2795/24/17

2


SEVENTH MONTHLY APPLICATION 5/1/17 - 5/31/17 DOCKET #607

5/1/17-SfiUll $$ 8,174$ 10,218 $6/16/2017

EIGHTH MONTHLY APPLICATION 6/1/17 - 6/30/17 DOCKET # 630

6/1/17 - 6/30/17 $$ $ 6,614$ 8,2687/17/2017

NINTH MONTHLY APPLICATION 7/1/17 - 7/31/17 DOCKET #680

7/1/17-7/31/17 S$ 7,862$ 9,828 $8/10/2017

TENTH MONTHLY APPLICATION 8/1/17 - 8/31/17 DOCKET #748

8/1/17-8/31/17 $ 5,179 $$$ 6,4749/8/2017

ELEVENTH MONTHLY APPLICATION 9/1/17 - 9/30/17 DOCKET #826

9/1/17 - 9/30/17 $$ 9,840$$ 12,30010/10/2017

TWELFTH MONTHLY APPLICATION 10/1/17 - 10/31/17 DOCKET #867

10/1/17 - 10/31/17 $$ 6,302$$ 7,87811/6/2017

THIRTEENTH MONTHLY APPLICATION 11/1/17 - 11/30/17 DOCKET #913

11/1/17 - 11/30/17 S$ 9,235$$ 11,54412/7/2017

FOURTEENTH MONTHLY APPLICATION 12/1/17 - 12/30/17 DOCKET #946

12/1/17 - 12/31/17 $$ $ 4,118$ 5,1481/8/2018

3


FIFTHTEENTH MONTHLY APPLICATION 1/1/18 -1/31/18 DOCKET #983

1/1/18 - 1/31/18 S$ 7,082$ 8,853 $2/9/2018

SIXTEENTH MONTHLY APPLICATION 2/1/18 - 2/28/18 DOCKET #1026

2/1/18 - 2/28/18 $$ 11,674$S 14,5933/9/2018

SEVENTEENTH MONTHLY APPLICATION 3/1/18 - 3/31/18 DOCKET# 1083

3/1/18 - 3/31/18 $$ 9,184$$ 11,4804/9/2018

EIGHTEENTH MONTHLY APPLICATION 4/1/18 - 4/30/18 DOCKET# 1119

4/1/18 - 4/30/18 $$ 8,462$ 10,578 $5/7/2018

NINETEENTH MONTHLY APPLICATION 5/1/18 - 5/31/18 DOCKET# 1154

5/1/18 - 5/31/18 $S $ 7,464$ 9,3306/7/2018

$ 5,879$ 318,745$ 5,879$ 411,933TOTAL

(1) Amounts paid based on 80% of fees and 100% of expenses.

SUMMARY OF SERVICES BY PROFESSIONAL

TOTALBILLINGRATE FEESHOURSPOSITIONPROFESSIONAL

$ 2,418.00 27,860.00

$ 390$ 350

6.20Managing Director Director

Robert S. Rosenfeld Nelson A. Andrade TOTAL

79.60$ 30,278.0085.80

4


COMPENSATION BY PROJECT CATEGORY JUNE 1, 2018 THROUGH JUNE 30, 2018

HOURS AMOUNTCATEGORY

31.5 $ 11,133.0019,040.00

105.00

UST Reporting Claims Investigation Business Operations

54.00.3

85.8 $Grand Total 30,278.00

5


UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

-xChapter 11In re:

Case No. 16-11895 (JLG)CHINA FISHERY GROUP LIMITED (CAYMAN), et al.,

(Jointly Administered)Debtors.^

TWENTIETH MONTHLY FEE STATEMENT OF RSR CONSULTING, LLC FOR ALLOWANCE OF AN ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES

INCURRED FROM JUNE 1, 2018 THROUGH JUNE 31, 2018

Pursuant to sections 327, 328, 330, and 331 of chapter 11 of title 11 of the United States

Code, (the “Bankruptcy Code”), rule 2016 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), the Order Approving the Retention and Employment of RSR Consulting,

LLC as Restructuring Consultants to Debtors and Debtors in Possession Effective Nunc Pro

Tunc to Petition Date, dated August 19, 2016 [Docket No. 88] (the “Original Retention Order”),

the Order Authorizing the Amendment and Expansion of the Original RSR Retention Order

Authorizing the Retention and Employment of RSR Consulting. LLC as Restructuring

Consultants to the Original Debtors to Include Representation ofPARD, dated October 28, 2016

[Docket No. 32] (together with the Original Retention Order, the “Retention Orders”), the Order

1 The Debtors in these chapter 11 cases are as follows: China Fishery Group Limited (Cayman), Pacific Andes International Holdings Limited (Bermuda), N.S. Hong Investment (BVI) Limited, South Pacific Shipping Agency Limited (BVI), China Fisheries International Limited (Samoa), CFGL (Singapore) Private Limited, Chanery Investment Inc. (BVI), Champion Maritime Limited (BVI), Growing Management Limited (BVI), Target Shipping Limited (HK), Fortress Agents Limited (BVI), Ocean Expert International Limited (BVI), Protein Trading Limited (Samoa), CFG Peru Investments Pte. Limited (Singapore), Smart Group Limited (Cayman), Super Investment Limited (Cayman), Pacific Andes Resources Development Limited (Bermuda), Nouvelle Foods International Ltd. (BVI), Golden Target Pacific Limited (BVI), Pacific Andes International Holdings (BVI) Limited, Zhonggang Fisheries Limited (BVI), Admired Agents Limited (BVI), Chiksano Management Limited (BVI), Clamford Holding Limited (BVI), Excel Concept Limited (BVI), Gain Star Management Limited (BVI), Grand Success Investment (Singapore) Private Limited, Hill Cosmos International Limited (BVI), Loyal Mark Holdings Limited (BVI), Metro Island International Limited (BVI), Mission Excel International Limited (BVI), Natprop Investments Limited, Pioneer Logistics Limited (BVI), Sea Capital International Limited (BVI), Shine Bright Management Limited (BVI), Superb Choice International Limited (BVI), and Toyama Holdings Limited (BVI).


Pursuant to Sections 105(a) and 331 of the Bankruptcy Code Establishing Procedures for

Monthly Compensation and Reimbursement of Expenses of Professionals [Docket No. 199] (the

“Monthly Compensation Order”], and the Local Rules of Bankruptcy Practice and Procedure

of the United States Bankruptcy Court for the Southern District of New York (the “Local

Bankruptcy Rules”). RSR Consulting, LLC (“RSR”), restructuring consultant to the debtors and

debtors in possession in the above captioned cases (“Debtors”), hereby files this monthly fee

statement (this “Monthly Fee Statement”) for compensation in the amount of $30,278.00 for the

reasonable and necessary restructuring consulting services RSR rendered to the Debtors from

June 1, 2018 through June 30, 2018 (the “Fee Period”) (80% = $24,222.40).

BACKGROUND

On June 30, 2016 (the “Petition Date”), certain of the Debtors filed with the

Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code; PARD filed a

petition for relief on September 29, 2016. Additional debtors in this procedurally consolidated

filed petitions from time to time after PARD did. The Debtors, other than CFG Peru

Singapore, are operating their businesses and managing their properties as debtors in possession

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.^ The Debtors’ cases have been

consolidated for procedural purposes only and are being jointly administered under case number

1.

case

16-11895 (JLG).

2 On August 9, 2016, certain creditors filed a motion for the appointment of a trustee. On October 28, 2016, the Court entered a Memorandum Decision and Order Granting Motion for the Appointment of a Trustee [ECF Dkt. No. 203] directing the U.S. Trustee to appoint a trustee for debtor CFG Peru Singapore. On November 10, 2016, the U.S. Trustee filed a notice of appointment of trustee [ECF Dkt. No. 217], which was amended by notice filed on November 14, 2016 [ECF Dkt. No. 225], appointing William A. Brandt, Jr. as the trustee. The Court issued an Order Approving the Appointment of Chapter 11 Trustee for William A. Brandt, Jr. as the trustee on November 10, 2016 [ECF Dkt. No. 219]. A notice of approval and acceptance of appointment of Chapter 11 trustee for CFG Peru Singapore was filed on November 14, 2016 [ECF Dkt. No. 226].

7


To date, no creditors’ committee has been appointed in these chapter 11 cases by2.

the Office of the United States Trustee for the Southern District of New York (the “U.S.

Trustee”).

RSR Retention in the Affiliated Chapter 11 Cases

On July 19, 2016, the CFGL Group Debtors filed an Application for Entry of

Order Authorizing Retention and Employment of RSR Consulting, LLC as Restructuring

3.

Consultant for Debtors and Debtors in Possession Effective Nunc Pro Tunc to the CFGL old

On August 19, 2016, this Court entered the CFGL Group RSR Retention Order

(“CFGL Group RSR Retention Order”), granting the CFGL Group RSR Retention Application,

as modified by the Court [Docket No. 88]. Pursuant to the CFGL Group RSR Retention Order,

any court-authorized payments of fees and expenses to RSR, whether pursuant to any monthly

fee order, interim fee award or any fee award, shall be paid first firom any fimds held by RSR as a

retainer before payment may be made from non-retainer funds.

On October 10, 2016, PARD and the CFGL Group filed a Joint Application to

Amend and Expand RSR’s Retention Order Authorizing the Retention and Employment of RSR

Consulting, LLC as Restructuring Consultant to Include Representation of PARD [Docket No.

4.

5.

171].

On October 28, 2016, this Court entered the PARD RSR Retention Order

(“PARD RSR Retention Order”), granting the PARD RSR Retention Application [Docket No.

6.

32].

Summary of Services bvFroiectXIatfgoJV

Ttemization of Services Rendered and Disbursements Incurred

RSR is compensated in this matter by the hour at its standard hourly rates, as was7.

approved by the Retention Orders.8


In support of this Monthly Fee Statement, attached are the following exhibits:8.

• Exhibit A is a schedule of the number of hours expended and corresponding fees incurred (individually and on an aggregate basis) by RSR professionals during the Fee Period with respect to each of the subject matter categories RSR established in accordance with its internal billing procedures. A general description of each subject matter is included in this exhibit.

Proposed Payment

In accordance with the Retention Orders, all of RSR’s fees and expenses are20.

payable from the retainer held by RSR; after such retainer has been exhausted, RSR may seek

payment from the Debtors. As of the date hereof, RSR holds a retainer of approximately

$334,000.00 against which the fees for which RSR seeks payment in this Monthly Fee Statement

shall be applied.

Representations

Although every effort has been made to include all fees and expenses incurred in

the Fee Period, some fees and expenses might not be included in this Monthly Fee Statement due

to delays caused by accounting and processing during the Fee Period. RSR reserves the right to

make further application to this Court for allowance of such fees and expenses not included

herein. Subsequent fee applications will be filed in accordance with the Bankruptcy Code, the

Bankruptcy Rules, Local Bankruptcy Rules, and the Interim Compensation Order.

Certification of Compliance and Waiver

21.

The undersigned representative of RSR certifies that he has reviewed the

requirements of Local Rule 2016-1 and that the Application substantially complies with that

Local Rule except to the extent waived by the Retention Orders or otherwise modified by orders

of this Court. To the extent that the Application does not comply in all respects with the

22.

9


requirements of Local Rule 2016-2, as so modified, RSR believes that such deviations are not

material and respectfully requests that any such requirement be waived.

WHEREFORE, RSR requests allowance of its fees incurred during the Fee Period in the

total amount of $24,222.40, which is 80% of the fees incurred by the Debtors for reasonable and

necessary professional services rendered by RSR, and that such fees be paid as administrative

expenses of the Debtors’ estates.

Dated: New York, NY July?, 2018

RSR Consulting, LLC Restructuring Consultants to the Debtors

By:Robert S. Rosenfeld'1330 Avenue of the Americas, Suite 23 A New York, NY 10019 (212)658-0301

103974931


China Fishery Group Limited (CAYMAN) ET AL. - Case No. 16-11895 (JGL) RSR Consulting, LLCDescription of Time by Project CategoryFor the Period June 1, 2018 through June 30, 2018

Exhibit A

Billable Hourly Rate Time

Billable AmtDescriptionDate User

Business Operations 06/11/2018 Nelson Andrade

TotajsFor^usIness^geMtiotwClaims Investigation 06/07/2018 Nelson Andrade

$105.00$105.00

0.30 $350.00/hrReview certain payments/wires requested by the Company.0.30

$1,400.004.00 $350.00/hrReview and work on 2016 post petition payment analysis reiating to debtors.Review and work on 2017 post petition payment analysis reiating to debtors.Review and work on 2018 post petition payment analysis relating to debtors.Continue review and work on 2017 post petition payment anaiysis relating to debtors.Continue review and work on 2018 post petition payment anaiysis relating to debtors.Continue work on post petition transfer analysis for 2016, 2017 & 2018 year to date.Review correspondence on tolling agreements and documents provided by counsel.Review correspondence provided by parties in connection with post petition transfers.Analysis including post petition payments made by Debtors - continue to create the database compiling various months Into the database.Review correspondence on tolling agreements and other pre and post petition reports in connection with post petition transfer analysis.Continue analysis including post petition payments made by Debtors for 2016, 2017 and 2018.Review further correspondence on tolling agreements and pre and post petition reports in connection with post petition transaction analysis.Further work on analysis Including post petition transfers for Debtors.Review correspondence on tolling agreements, insider transfers and other reports provided by Debtors.Review postpetition disbursement analysis and discuss with N. Andrade comments.Manage correspondence and correspondence with the Company regarding the transfers by Debtors.Continue work on post petition transfers for 201, 2017 & 2018.

$1,575.004.50 $350.00/hr06/07/2018 Nelson Andrade

1,20 $390.00/hr $468.0006/08/2018 Robert Rosenfeld


4.50 $350.00/hr $1,575.0006/08/2018 Nelson Andrade

2.00 $350.00/hr $700.0006/11/2018 Nelson Andrade

$350.00/hr $175.000.5006/11/2018 Nelson Andrade

$175.00$350.00/hr06/11/2018 Nelson Andrade 0.50


$175.000.50 $350.00/hr06/12/2018 Nelson Andrade





$195.000.50 $390.00/hr06/14/2018 Robert Rosenfeld



1.00 $390.00/hr $390.00Phone call with N. Andrade to discuss post petition disbursement analysis and identifying transactions with names of payees and analysis.Review MORs, weekly cash flow reports and affiliate payments relating to post petition transfer analysis in connection with section 549 analysis.Discuss internally analysis related to post petition Debtor transfers.Incorporate discussed changes to the post petition transfer analysis by Debtors.

06/19/2018 Robert Rosenfeld

0.80 $390.00/hr $312.0006/19/2018 Robert Rosenfeld



1


China Fishery Group Limited (CAYMAN) ET AL - Case No. 16-11895 (JGL) RSR Consulting, LLCDescription of Time by Project CategoryFor the Period June 1, 2018 through June 30, 2018

Exhibit A

Billable AmtBillable Hourly Rate Time

DescriptionDate User

$875.002.50 $350.00/hrCreate request list to be sent to the Debtors as a follow up to analysis. Manage related correspondence.Make revisions to analysis based on additional Information obtained by Debtors.Update request list to the Company related to post petition nondebtor affiliates transfers. Manage related correspondence.

06/19/2018 Nelson Andrade



$19,040.0054.00Totals For Claims InvestigationUST Reporting06/01/2018 Nelson Andrade 06/04/2018 Nelson Andrade

$35.00$770.00

$350.00/hr$350.00/hr

Review Signature bank balances for CFIL.Prepare MOR template and send to the Company. Manage related correspondence.Review 13 week cash flow received from the company, format report and send to company attorneys. Manage correspondence with the Company and iegal advisors related to the 13 week cash flow.Manage correspondence with the Company and legal advisors related to the 13 week cash flow.Review court filing and compile all Information available on ordinary course professionals. Create a small report on the comprehensive list, manage related correspondence.Review and analyze professional fees payments and balances for month of May in connection with preparation of May 2018 MOR.

0.102.20





$700.002.00 $350.00/hrReview 13 week cash flow received from the company, format report and send to company attorneys. Manage correspondence with the Company and legal advisors related to the 13 week cash flow.Review and revise MOR as needed and manage related correspond' Review MOR sent by the Company and format to send to legal advisors. Discuss Issues related to MOR lb.Include signature page to the May 2018 MOR. Compile all necessary files and send for review internally and to legal advisors.


$350.00$735.00

$350.00/hr$350.00/hr

1.0006/13/2018 Nelson Andrade 06/13/2018 Nelson Andrade 2.10


3.00 $350.00/hr $1,050.00Review various entries related to post petition transfers by Debtors as recorded in the weekly 13 WCF and the monthly MOR.


1.00 $350.00/hr $350.00Review 13 week cash flow received from the company, format report and send to company attorneys. Manage correspondence with the Company and legal advisors related to the 13 week cash flow.Receive 13 WCF and review requested changes, manage correspondence with the Company and legal advisors.Finalize intercompany report and send for posting. Included latest changes and corrections and re-issued the relevant files in PDF. Manage related correspondence with Company and legal advisors.




$273.000.70 $390.00/hrReview Intercompany reporting for month of May 2018 and weekly cash flow for revisions made by company.Manage correspondence with the Company regarding changes to the 13 WCF.

06/28/2018 Robert Rosenfeld


2


China Fishery Group Limited (CAYMAN) ET AL. - Case No. 16-11895 (JGL) RSR Consulting, LLCDescription of Time by Project CategoryFor the Period June 1, 2018 through June 30, 2018

Exhibit A

Billable Hourly Rate Time

Billable AmtDescriptionDate User

$175.000,50 $350.00/hrManage correspondence with the legal advisors regarding changes to the Intercompany report.Review 13 WCF sent from Company, finalize the file, PDF and send to legal advisors.Create MOR template for June 2018, manage related correspondence with the Company.Create bank balance report and manage related correspondence with the Company.Respond to inquiries from Company relating to MOR reporting and classification of disbursements.Manage correspondence with the company related to Intercompany report, bank balance report and MOR.







$11,133.0031.50Totals For UST Reporting Grand Total $30,278,0085.80

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16-11895-jlg Doc 1202 Filed 07/10/18 Entered 07/10/18 10 ...

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