Case 12-13262-BLS Doc 2274 Filed 07/31/15 Page 1 of 15 FOR ...

IN THE UNITI+~D STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re:

REVSTONE INDUSTRIES, LLC, et al.,l

Debtors.

Chapter 11

Case No. 12-13262 (BLS)

Jointly Administered

Obiection Deadline: August 2l, 2015 at4:00 p.m. (prevailing pastern Time)

Hearing Date: Scheduled only if necessary

SUMMARY OF TWENTY-EIGHTH MONTHLY APPLICATIONOF KIItKLANll & ~LLIS LLP FOR ALLOWANCE OF

ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMI3URSEMENT

OF EXPENSES FOR PERIOD JUNE 1, 2015 TIIROUGH JUNE 24, 2015

Name of Applicant: Kirkland &Ellis LLP

Authorized to provide professional Restructuring Committee of the board of managers to

services to: each of the Debtors and Debtors in Possession

Order retaining Kirkland &Ellis LLP entered on

Date of retention: May 29, 2013, effective nunc fro tunc toMarch 1, 2013 [Docket No. 628]

Period for which compensation andreimbursement is sought:

Amount of compensation sought asactual, reasonable, and necessary:

Amount of expense reimbursementsought as actual, reasonable, andnecessary:

June 1, 2015 through June 24, 2015

$5,394.00

$468.62

This is a X monthly _interim _final application.

~ The Debtors in these chapter 11 cases, along with the last four digits of each debtor's federal tax identification

number include: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and

US Tool &Engineering, LLC (6450). The location of the Debtors' headquarters and the service address for

each of the Debtors is Revstone Industries, LLC, et al., c/o Huron Consulting Croup Inc., 900 Wilshire Drive,

Suite 270, Troy, Michigan 48084, Attn: John C. DiDonato, Chief Restructuring Officer.

KF, 37070697

Case 12-13262-BLS Doc 2274 Filed 07/31/15 of 15

Summary of filed Applications:

Date Filed andFee Period

Total FeesTotal

ExpensesApproved Approved

Docket Number RequestedRe uested

Fees expenses

June 11, 20733/l/13 - 3/31/13 $64,159.00 $1,818.91 $51,327.20 $1,81891

Docket No. 650June 14, 201.3

4/1/13 - 4/30/13 $25,684.00 $91.18 $20,547.20 $91.18Docket No. 666June 26, 2013

5/1/13 - 5/31/13 $36,579.00 $78.15 $29,263.20 $78.15Docket No. 687July 29, 2013

6/1/13 - 6/30/13 $37,296.50 $988.00 $17,500.00 $988.00Doc!<et No, 836]September 3, 2013

x/1/13 - 7/31/13 $66,512.50 $440.11 $17,500.00 $440.11Docket Na. 1005September 13, 2013[Docket No. 1039]

3/1/13 - 5/31/13 $126,422.00 $1,932.96 $126,422.00 $1,932.96(the "First InterimFee A lication"September 25, 2013

g~~/13 - 8/31/13 $67,327.00 $1,090.33 $.17,500.00 $1,090.33Docket No. l 065October 30, 2013[Docket No. 1138](the "Second 6/l/13 - 8/3]./13 $171,136.00 $2,518.44 $171,136.00 $2,518.44

Interim FeeA lication")October 30, 2013

9/l/13 - 9/30/l3 $42,992.50 $170.91 $17,500.00 $170.91Docket No. 1139December 5, 2013

X0/1/13 - ]0/31/13 $35,605.00 $274.74 $1.7,500.00 $274.74Docket No. 1208January 7, 2014 7 7/1/13 - 11/30/13 $12,157.50 $277.75 $9,726.00 $277.75Docket No. 1246January 24, 2014 12/1/13 - 12/31/13 $17,350.50 $29.45 $13,880.40 $29.45Docket No. ] 268February 10, 2014[Docl<etNo. 1314]

9/1/13- 11/30/13 $91,055.00 $723.40 $91,055.00 $723.40(the "Third InterimFee A lieation"February 28, 2014 1/1/14 - 1/31/14 $17,845.50 $208.19 $14,276.40 $208.19Docket No. 1360.March 21, 2014 2/1/14 - 2/28/14 $26,382.50 $2,736.27 $23,842.27 $2,736.27Docket No. 1401Apri129, 2014 3/1/14 - 3/31/14 $14,124.50 $594.44 $11,299.60 $594.44Docket No. 1474May 23, 2014 4/1/14 - 4/30/14 $42,222.50 $3,825.03 $26,367.50 $3,825.03Docket No. 1535June 2, 2014[Docket No. 1548](the "Fourth 12/1/13 - 2/28/14 $61,578.50 $2,973.91 Pending Pending

Interim FeeA lication" z

2 The hearing for the Fourth Interim Fee Application has not yet been scheduled.

KE 37070697



Total FeesTotal



Fees Expenses

July 2, 20145/1/14 - 5/31/14 $11,298.50 $204.48 $9,038.80 $2Q4.48

Docket No. 16 7 3August 1, 2014

6/1/]4 - 6/30/14 $5,858.50 $240.05 $4,686.80 $240.Q5Docket No. 1689September 4, 2014

~~l/14 - 7/31/14 $10,291.00 $186.20 $8,232.80 $186.20Docket No. 1742September 30, 2014

g~~~14 - 8/31/l4 $6,966.50 $30.70 $5,573.20 $30.70Docket No. 1774October 29, 2014

9/1/14 - 9/30/14 $5,815.50 $53.52 $4,652.40 $53.52Docket No. 18 ] 0October 29, 2014[D~cket No. 1811]

3/1/14 - 5/31/14 $67,645.50 $4,623.95 Pending Pending(the "Fifth InterimFee A lication" 3December 9, 2014

10/I/1~4 - 10/31/14 $16,431.50 $188.93 $13,145.20 $188.93Docket No. 1866December 22, 2014

11/1/]4 - 11/30/14 $7,689.50 $30.23 $6,157.60 $30.23Docket No. 1901February 12, 2015

12/1/]4 - 12/31/14 $5,295.50 $35.28 $4,236.40 $35.28Docket No. 1970February 26, 2015[Docket No.l998]

6/1/14- 8/31/14 $23,116.00 $456.95 Pending Pending(the "Sixth InterimFee A lication" 4March 3, 2015

~/~/15 - 1/IS/15 $1,874.50 $100.30 $1,499.60 $100.30Docket No. 2008March 30, 2015

2/~/IS - 2/28/15 $4,206.00 $45.30 $3,364.80 $45.30Docket No. 2081April 14, 2015[Docket No. 2106](the "Seventh 9/l/1~4 - l 1/30/]4 $29,936.50 $272.68 Pending Pending

Interim Fee

A lication" 5May 1, 2015

3/1/15 - 3/31/15 $9,571.50 $53.62 $7,657.20 $53.62Docket No. 2156

June 4, 20154/l/15 - 4/30/15 $6,556.00 $197.65 $5,244.80 $197.65

Docket No. 2189June 9, 2015[Docket No. 2192](the ̀ Eighth 12/1 /l4 - 2/28/15 $11,376.00 $180.88 Pending Pending

Interim Fee

A lication" ~

3 The hearing for the Fifth Interim Pee Application has not yet been scheduled.

4 The hearing for the Sixth Interim Fee Application has not yet been scheduled.

5 The hearing for the Seventh Interim Fee Application has not yet been scheduled.

6 The hearing for the Eighth Interim Fee Application has not yet been scheduled.

KE 37070697



Total FeesTotal



Fees Expenses

July 2, 20155/1/IS - 5/31/l5 $4,583.00 $29.45 $3,666.40 $29.45

Docket No. 2236

The attorneys of Kirkland who rendered professional services during the Fee Period are:

Attorneyposition with the Applicant

DepartmentHourlyBilling

TotalBilled

Total

and Year AdmittedRate Hours

Compensation

R an P. Dahl Partner 2007 Restructurin $930.00 3.00 $2,790.00

Totals for Attorne s 3.00 $2,790.00

The paraprofessionals of Kirkland who rendered professional services during the Fee

Period are:

ParaprofessionalPosition with the Applicant

DepartmentHourlyBiliing

TotalBilled

Total

and Year AdmittedRate Hours

Compensation

Gabriel KingProject

2 Months Restructuring $210.00 3.40 $714.00Assistant

Maureen McCarth Le al Assistant 13 Years Restructurin $350.00 5.40 $1,890.00

Totals for Para rofessionals 8.80 $2,604.00

Compensation by Matter

TotalTotal Fees

Matter Number Matter Description BilledRequested

Hours

1 Revstone Industries, Cha ter l 1 Advice 3.00 $2,790.00

3 K&E Retention 8.80 $2,604.00

Totals 11.80 $5,394.00

Expense Summary

Service DescriptionR

Service Providersif a licable

Amount

Third Part Tele hone Char es InterCall $3.12

Standard Co ies or Prints Internal Kirkland & Ellis LLP $12.00

Scanned Ima es Internal Kirkland &Ellis LLP $0.10

Com uter Database Reseal•ch Pacer Service Center $424.90

Overtime Trans ortation $28.50

Total $46.62

~ Any capitalized terms not defined herein have the meaning ascribed to them in the Application.

g Kirkland may use one or more service providers. The service providers identified herein below are the primary

service providers for the categories described.

L'!

KE 37070697


IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re:

REVSTONE INDUSTRIES, LLC, et al.,l

Debtors.

Chapter 11

Case No. 12-13262 (BLS)

Jointly Administered

Obiection Deadline: August 21, 2015 at4:00 p.m. (prevailing Eastern Time)Hearing Date: Scheduled only if necessary

TWENTY-EIGHTH MONTHLY APPLICATION OFKIRKLAND & ELLIS LLP FOR ALLOWANCE OF ADMINISTRATIVECLAIM FOR COMPENSATION AND REIMBURSEiVII:NT OF EXPENSESFOR THE INTERIM PERIOD JUNE 1, 2015 THROUGH JUNE 24, 2015

Kirkland &Ellis LLP ("Kirkland"), special counsel to the Restructuring Committee2 to

each of the above-captioned debtors and debtors in possession (collectively, the "Debtors"),

hereby files this application (the "Application") with the United States Bankruptcy Court for the

District of Delaware (the "Court"), pursuant to sections 327, 330, and 331 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 Pursuant to Section 327(e) of the Bankruptcy Code

Azathorizing the DebtoNs to Retain Kirkland &Allis LLP as Special Counsel to the Restructuring

Committee Effective Nunc Pro Tunc to March 1, 2013 [Docket No. 628] (the "Retention Order"),

~ The Debtors in these chapter 11 cases, along with the last four digits of each debtor's federal tax identification



each of the Debtors is Revstone Industries, LLC, et al., c/o Huron Consulting Group Inc., 900 Wilshire Drive,


2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion

of the Debtors for Entry of an Order Pursuant to Section 363 of the Banitruptcy Code Authorizing the Debtors

to Pay Tees and Reimburse Expenses Inczrrred by Kirkland c~ Ellis LLP as Special Counsel to the Restructarring

Committee [Docket No. 554].

KF, 37070697


the OrdeN Pursuant to Sections 105(a) and 331 of the Bankruptcy Code and BankNtsptcy Rule

2016(a) and Local Rule 2016-2 Establishing PNoceduNes fog Interim Compensation and

ReimbuNsement of Expenses of Professionals [Docket No. 415] (the "Interim Compensation

Order"), and the Local Rules of Bankruptcy Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware (the "Local Bankruptcy Rules"), for allowance

of: (i) compensation in the amount of $5,394.00 for the reasonable and necessary legal services

Kirkland has rendered to the Restructuring Committee; and (ii) reimbursement for the actual and

necessary expenses that Kirkland incurred in the amount of $468.62 for the period from

June 1, 2015 through June 24, 2015 (the "Fee Period"). In support of the Application, Kirkland

respectfully states as follows:

Retention of and Continuing Disinterestedness of Kirkland &Ellis LLP

1. By the Retention Order, the Court authorized the Debtors to retain Kirkland as

special counsel to the Restructuring Committee, nunc fro tunc to March 1, 2013. The Retention

Order authorizes the Debtors to compensate Kirkland in accordance with the procedures set firth

in the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local

Bankruptcy Rules, and any applicable orders of the Court. The Retention Order also imposes a

cap on the amount of Kirlcland's fees and expenses incurred by the Restructuring Committee that

the Debtors are permitted to pay on a monthly basis for the period from June 1, 2013 going

forward. Specifically:

the Debtors shall be authorized to pay, on a monthly basis, thelesser of: (i) 80 percent of the fees and 100 percent of expenses and(ii) fees up to $17,500 and 100 percent of expenses; in each case assuch fees and expenses become payable on an interim basispursuant to a Monthly Fee Application (the "Post-June 1 MonthlyCap"); provided, that to the extent total fees incurred in a givenmonth are less than $17,500, such variance shall be added to thecap otherwise imposed by clause (ii) on a cumulative basis for allsubsequent months.

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K~ 37070697


(Retention Order ¶ 6.) The Fee Period is subject to the Post-June 1 Monthly Cap, which has

been increased to $138,579.50 on account of the carryforwards provided under the Retention

Order .

2. As disclosed in the Declaration of James H, M. SpNayregen, P.C. in SuppoNt of the

Motion of the Debtors _for EntNy of an Order Pursuant to Section 363 of the BankNuptcy Code

Aarthorizing the Debtors to Pay Fees and Reimburse Expenses Incurred by Kirkland &Ellis LLP

as Special Counsel to the RestNuctuNing Committee [Docket No. 554, Exhibit B]

(the "Declaration"), the Supplemental Declaration of James H.M. Sprayregen, P.C. in Support of

the Order Pursuant to Section 327(e) of the 13ankNuptcy Code Autho~~izing the Debtors to Retain

KiNkland &Ellis LLP as Special Cozsnsel to the Restructuring Committee Effective Nunc Pro

Tunc to March 1, 2013 [Docket No. 1036] (the "Su~lemental Declaration"), the Second

Supplemental DeclaNation of James H.M. Sprayregen, P.C. in Support of the ONder Pursuant to

Section 327(e) of the Bankruptcy Code Authorizing the Debtors to Retain Kirkland &Ellis LLP

as Special Cozsnsel to the Restructuring Committee Effective Nunc Pro Tunc to MaNch 1, 2013

[Docket No. 1137] (the "Second Supplemental Declaration"), the Third Supplemental

Declaration of James H.M. SpNayregen, P.C. in SuppoNt of the ONde~ PuNsuayZt to Section 327(e)

of the Bankruptcy Code Authorizing the Debtors to Retain Kirkland &Ellis LLP as Special

Counsel to the Restructuring Committee effective Nunc Pro Tune to March 1, 2013

[Docket No. 1412] (the "Third Supplemental Declaration"), the Fourth Supplemental

Declaration of James H.M. Sprayregen, P.C. in Support of the Order Pursuant to Section 327(e)

of the BankNuptcy Code Authorizing the Debtors to Retain KiNkland &Ellis LLP as Special

Counsel to the Restructuring Committee Effective Nunc Pro Tunc to March 1, 2013

[Docket No. 1549] (the "Fourth Supplemental Declaration"), the Fifth Supplemental Declaration

KE 37070697


of James H.M. SpNayregen, P.C. in Support of the Order Pursuant to Section 327(e) of the

Bankruptcy Code Authorizing the DebtoNs to Retain Kirkland &Ellis LLP as Special Counsel to

the RestructuNing Committee Effective Nunc Pro Tunc to March 1, 2013 [Docket No. 1696]

(the "Fifth Supplemental Declaration"), the Sixth Supplemental Declaration of James H.M.

SpNayregen, P.C. in SuppoNt of the Order PuNsuant to Section 327(e) of the Bankruptcy Code

AuthoNizing the Debtors to Pay Fees and Reimburse Expenses Incurred by KiNkland &Ellis LLP

as Special Counsel to the Restructuring Committee [Docket No. 1867] (the "Sixth Supplemental

Declaration"), the Seventh Supplemental Declaration of James H.M. Sprayregen, P.C. in Support

of the ONder PuNsuant to Section 327(e) of the Bankruptcy Code Authorizing the DebCors to Pay

Fees and Reimbztrse Expenses Incurred by KiNkland &Ellis LLP as Special Counsel to the

Restructuring Committee [Docket No. 1$96] (the "Seventh Supplemental Declaration"), and the

eighth Su~~plemenlal Declaration of Jaynes H.M. Sprayregen, P.C. in SuppoNt of the Order

Pursuant to Section 327(e) of The BankNuptcy Code Authorizing the Debtors to Pay Tees and

Reimburse Expenses IncurNed by Kirkland &Ellis LLP as Special Counsel to the RestructuNing

Committee [Docket No. 2107] (the ̀ Bi ht~ h Supplemental Declaration," and together with the

Declaration, the Supplemental Declaration, the Second Supplemental Declaration, the Third

Supplemental Declaration, the Fourth Supplemental Declaration, the Fifth Supplemental

Declaration, the Sixth Supplemental Declaration, and the Seventh Supplemental Declaration,

the "Declarations"), Kirkland does not hold or represent any interest adverse to the Debtors or

the Debtors' estates with respect to the matters on which Kirkland is employed.

3. Kirkland may have in the past represented, may cun•ently represent, and likely in

the future will represent, parties-in-interest in connection with matters unrelated to the Debtors in

these chapter 11 cases. In the Declarations, Kirkland disclosed its connections to parties in

'3

KG 37070697


interest that it has been able to ascertain using its reasonable efforts. Kirkland will update the

Declarations, as necessary, if Kirkland becomes aware of material new information.

4. Kirkland performed the services for which it is seeking compensation on behalf of

pr for the Restructuring Committee and not on behalf of any creditor, creditors' committee, or

other person.

5. Except as provided herein or in the application to retain Kirkland, Kirkland has

received no payment and no promises for payment from any source other than the Debtors for

services rendered or to be rendered to the Restructuring Committee in any capacity whatsoever.

6. Pursuant to Bankruptcy Rule 2016(b), Kirkland has not shared, nor has Kirkland

agreed to share, (a) any compensation it received or may receive with another person other than

with the partners, counsel, and associates of Kirkland, or (b) any compensation another person or

party has received or may receive.

Reasonable and Necessary Services Renderedby Kirkland &Ellis LLP —Generally

7. This is the twenty-eighth monthly application for interim compensation that

Kirkland has filed with. the Court in these chapter 11 cases.

8. The attorneys of Kirkland who rendered professional services during this

Fee Period are:

position with the ApplicantHourly Total

TotalAttorney

and Year AdmittedDepartment Billing Billed

CompensationRate Hours

R an P. Dahl Partner 2007 Restructurin $930.00 3.00 $2,790.00

Totals for Attorne s 3.00 $2,790.00

KE 37070697


9. The paraprofessionals of Kirkland who rendered professional services during the

Fee Period are:

ParaprofessionalPosition with the Applicant

DepartmentHourlyBilling

TotalBilled

Total

and Year Admitted Rate HoursCompensation

Gabriel Kindproject

2 Months Restructuring $210.00 3.40 $714.00Assistant

Maureen McCarth Le al Assistant 13 Years Restructurin $350.00 5.40 $1,890.00

Totals for Para rofessionals 8.80 $2,604.00

10. As special counsel, Kirkland advised the Restructuring Committee during the Fee

Period with respect to, among other matters, (a) matters relating to the Debtors' chapter 11 cases

and ongoing restructuring efforts and (b) ensuring that Kirkland continued to hold no interest

adverse to the Debtors with respect to the matters on which Kirkland has been retained. The

rates described above are Kirkland's hourly rates for services of this type. Attached as

Exhibit A is the detailed itemization and description of the services that Kirkland rendered

during the Fee Period. Based nn these rates and the services performed by each individual

during the Fee Period, the total reasonable value of such services rendered during the Fee Period

is $5,394.00. The Kirkland attorneys and paraprofessionals expended a total of 11.80 hours

working on these chapter 11 cases during the Fee Period. Kirkland's blended hourly rate for the

services provided during the Fee Period is $468.62. In accordance with the factors enumerated

in section 330 of the Bankruptcy Code, the amount of fees requested is fair and reasonable given:

(a) the time expended; (b) the nature and extent of the services rendered; (c) the value of such

services; and (d) the costs of comparable services other than in a case under the Bankruptcy

Code.

11. Further, Exhibit A: (a) identifies the individuals that rendered services in each

subject matter; (b) describes each activity or service that each individual performed; and

(c) states the number of hours (in increments of tenths of an hour) spent by each individual

10

KE 37070697


providing the services. Each matter number in ~thibit A corresponds to the matter number that

Kirkland assigned to the subject matter. If a subject matter does not appear, then Kirkland did

not bill time ar expenses for that subject matter during the Fee Period, but may bill time for that

subject matter in the future.

Reasonable and Necessary Services RenderedKirkland &Ellis LLP —Categorized by Matter

12. The professional services that Kirkland rendered during the Fee Period are

grouped into the numbered and titled categories of the subject matters described herein.

13. Matter 1 - Revstone Industries, Chapter 11 Advice

(Fees: $2,790.00; Hours: 3.00)

This subject matter includes legal services rendered to the Restructuring

Committee relating to decisions and other obligations of the Restructuring Committee with

respect. to the Debtors' chapter 11 cases and restructuring efforts, including consummation of the

Debtors' chapter 11 plan and analysis of various strategic issues. This subject matter also

includes time Kirkland spent preparing for and participating in Restructuring Committee

meetings.

14. Matter 3 - K&E Retention

(Fees: $2,604.00; Hours: 8.80)

This subject matter includes time spent by Kirkland in applying for Kirkland's

compensation and reimbursement in these chapter 11 cases pursuant to the Retention Order and

in ensuring that Kirkland continued to hold no interest adverse to the Debtors with respect to the

matters on which Kirkland has been retained and that Kirkland's retention creates no other

conflicts of interest with respect to the matters on which Kirkland has been retained.

11

KE 37070697


Actual and Necessary Expenses

15. It is Kirkland's policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the client's case that would not have been

incurred except for representation of that particular client. It is also Kirkland's policy to charge

its clients only the amount actually incurred by Kirkland in connection with such items.

Examples of such expenses are postage, overnight mail, courier delivery, transportation,

overtime expenses, computer assisted legal research, photocopying, outgoing facsimile

transmissions, airfare, meals, and lodging.

16. To ensure compliance with all applicable deadlines in these chapter 11 cases,

Kirkland utilizes the services of overtime secretaries. Kirkland charges fees for these services

pursuant to the Engagement Letter, which permits Kirkland to bill the Debtors for overtime

secretarial charges that arise out of business necessity. In addition, Kirkland professionals also

may charge their overtime meals and overtime transportation to the Debtors consistent with the

Engagement Letter.

17. Kirkland charges $0.10 per page for standard duplication for this matter.

Kirkland has negotiated a discounted rate for Westlaw computer assisted legal research, which is

approximately $125 per hour of online use of the standard Westlaw databases. Computer

assisted legal research is used whenever the researcher determines that using Westlaw is more

cost effective than. using traditional (non-computer assisted legal research) techniques.

18. A summary oI' expenses by type, as well as a detailed itemization and description

of the disbursements made by Kirkland on the Restructuring Committee's behalf during the Fee

Period is attached hereto as Exhibit B. All of these disbursements comprise the requested sum

for Kirkland's out-of-pocket expenses and total $468.62.

12

K~ 37070697


Representations

19. 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 the Application due tp delays

caused by accounting and processing during the Fee Period. Kirkland reserves the right to make

further application to the 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, the Local Bankruptcy Rules, and the Interim Compensation Order.

Conclusion

20. In summary, by the Application, Kirkland requests (a) interim allowance of fees

and expenses in the total amount of $5,862.62, and (h) payment of compensation for fees and

expenses in the total amount of $4,783.82 consisting of: (i) $4,315.20, which represents

$0 percent of the fees incurred by the Restructuring Committee during the Fee Period for

reasonable and necessary professional services rendered by Kirkland; and (ii) $468.62 for actual

and necessary costs and expenses.

13

KE 37070697


WHEREFORE, Kirkland requests that it be allowed reimbursement for its fees and

expenses, incurred during the Fee Period and that such fees and expenses be paid as

administrative expenses of the estates, and further requests such other and further relief as the

Court may deem just and proper.

Dated: July 31, 201 S I~IRKLAND & ELLIS LLPChicago, Illinois

/s/Ryan Preston DahlJames H.M. Sprayregen, P.C.Ryan Preston DahlJason B. GottKIRKLAND & ~LLIS LLP300 North LaSalleChicago, Illinois 60654Telephone: (312) 862-2000Facsimile: (312) 862-2200Email: [email protected]

ryan.dahl @kirkland.comj ason. gott@kirkland. com

Special Counsel to the RestNuctuNing Committee

14

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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

REVSTONE INDUSTRIES, LLC, et al.,l ) Case No. 12-13262 (BLS)

Debtors. ) Jointly Administered

DECLARATION OF RYAN PRESTON DAHL

Pursuant to 28 U.S.C. § 1746, I, Ryan Preston Dahl, hereby declare the following under

penalty of perjury:

1. I am a partner with the applicant firm, Kirkland &Ellis LLP.

2. I have reviewed Rule 2016-2 of the Local Rules of Bankruptcy Practice and

Procedure of the United States Bankruptcy Court for the District of Delaware and believe that

the monthly application of Kirkland &Ellis LLP for compensation and reimbursement of

expenses for the period from June 1, 2015 through and including June 24, 2015 complies with

such rule.

3. The facts set forth in the foregoing Application are true and correct to the best of

my knowledge, information, and belief.

July 31, 2015

/s/Ryan Pf~eston DahlRyan Preston Dahl

I The Debtors in these chapter I 1 cases, along with the last four digits of each debtor's federal tax identification



each of the Debtors is Revstone Industries, LLC, et al., c/o Huron Consulting Group Inc., 900 Wilshire Drive,


KE 37070697


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

REVSTONE INDUSTRIES, LLC, et al.,l ) Case No. 12-13262 (BLS)(Jointly Administered)

Debtors. )

Objection Deadline: August 21, 2015 at 4:00 p.m. (prevailing Eastern time)Hearing Date: Only If Objections Are Timely Filed

NOTICE OF FILING OF FEE APPLICATION

PLEASE TAKE NOTICE that on July 31, 2015, Kirkland &Ellis LLP, special

counsel to the Restructuring Committee2 filed and served the Twenty-Eighth Monthly

Application of KiNkland &Ellis LLP for Allowance of Administrative Claim for Compensation

and Reimbu~se~nent of expenses foN Period June 1, 2015 through June 24, 201 S (the "Fee

Application"), seeking compensation for the reasonable and necessary services rendered to the

Restructuring Committee in the amount of $5,394.00, and reimbursement for actual and

necessary expenses in the amount of $468.62.

PLEASE TAKE FURTHER NOTICE that objections or responses to the Fee

Application, if any, must he made in writing and filed with the United States Bankruptcy Court

~ The Debtors in these Chapter 11 Cases and the last four digits of each Debtor's federal tax identification numbers

are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool and

Engineering, LLC (6450). The location of the Debtors' headquarters and the service address for each of the

Debtors is Revstone Industries, LLC, et al., c/o Huron Consulting Group Inc., 900 Wilshire Drive, Suite 270, Troy,

Michigan 48084, Attn: John C. DiDonato, Chief Restructuring Officer.

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion of

the Debtors for Entry of an Order Pursuant to Section 363 of the Bankrz~ptcy Code Authorizing the Debtors to

Pay Fees and Reimburse Expenses Incurred by Kirkland &Ellis LLP as Special Counsel to the Restructuring

Committee [Docket No. 554].

DOCS DE:187954.34 73864/001

Case 12-13262-BLS Doc 2274-1 Filed 07/31/15 Page 1 of 3

for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801, on or

before August 21, 2015, at 4:00 p.m. Prevailing Eastern Time.

The Fee Application is submitted pursuant to the OrdeN Pursuant to Section 327(e)

of the Bankruptcy Code Authorizing the Debtors to Retain Kirkland &Ellis LLP as Special Counsel

to the Restructuring Committee Effective Nunc Pro Tunc to March 1, 2013 entered by this Court on

May 29, 2013 [Docket No. 62&] (the "Retention Order"), and the Order PuNsuant to Sections

105(a) and 331 of the Bankruptcy Code and Bankruptcy Rule 2016(a) and Local Rule 2016-2

Establishing Procedures for Interim Compensation and Reimbursement of Expenses of

Professionals entered by this Court on March 20, 2013 [Docket No: 415] (the "Administrative

Order")

At the same time, you must also serve a copy of the objection or response,

if any, upon the following: (i) counsel to the Debtors: Pachulski Stang Ziehl &Jones, LLP,

919 North Market Street, 17th Floor, Wilmington, Delaware 19801, Attn: Laura Davis Jones,

Esquire, Fax: (302) 652-4400; (ii) counsel to the Official Committee of Unsecured Creditors

appointed in these cases: Womble Carlyle, Sandridge and Rice, PLLC, 222 Delaware Avenue,

Wilmington, Delaware 19801, Attn: Matthew Ward, Esquire, Fax: (302) 661-7728; (iii) the U.S.

Trustee: Jane Leamy, Esquire, Office of the United States Trustee, 844 King Street, Suite 2207,

Lockbox 35, Wilmington, DE 19801; and (iv) counsel to the Restructuring Committee: Kirkland

& Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654, Attn: Ryan Preston Dahl, Esquire, Fax

(312) 862-2200.

DOCS DE:187954.34 73864/001


IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH

THE ABOVE PROCEDURES, THEN 80% OF FEES AND 100% OF THE EXPENSES

REQUESTED IN THE FEE APPLICATION MAY BE PAID PURSUANT TO THE

ADMINISTRATIVE ORDER WITHOUT FURTHER HEARING OR ORDER OF THE

COURT.

IF A TIMELY OBJECTION IS FILED AND SERVED, THEN PAYMENT

WILL BE MADE ACCORDING TO THE PROCEDURES SET FORTH IN THE

ADMINISTRATIVE ORDER.

A HF,ARING ON THE FEE APPLICATION WILL I3E HELD ONLY IF

OBJECTIONS OR RESPONSES ARE TIMELY FILED.

Dated: July 31, ZO15 PACHULSKI STANG ZIEHL &JONES LLP

~~ura Dav' nes (Bar No. 2436)

David M. Bertenthal (CA Bar No. 167624)Colin R. Robinson (Bar No. 5524)919 N. Market Street, 17th FloorWilmington, DE 19801Telephone: 3OZ-652-4100Facsimile: 302-652-4400Email : lj ones@pszj law. com

dbertenthal@pszj law.comcrobinson@pszj law.com

Counsel to the Debtors

DOCS DG:187954.34 73864/001


rXn~b~t a


KIRKLI-~ND ~. ELLIS LLI~AND AFFILIATED PARTNERSHIPS

300 North LaSalle StreetChicago, Illinois 60654

FEIN 36-1326630

July 31, 2015

Restr, Comm. Boards of Mgrs for Revstone"7993 Green Lake DriveLiberty Township, OH 45044

Attention: Richard E. NewstedInvoice Number: 4699905

Client Matter: 15387-1

In the matter of Ttevstone Industries, Chapter 11 Advice

ror• legal services rendered tl~~ough June 24, 2015(see attached Desci°iption off' Legal Services for detail)

For expenses incurred through June 24, 2015(see attached Description of Expenses for detail)

Total legal services rende~•ed and expenses incurred

$ 2,790.00

$ 180.82

$ 2,970.82

Beijing Hong Kong Houston London Los Angeles Munich New York Palo Alto San Francisco Shanghai Washington, D.C.


Legal Services for the Period Ending June 24, 2015Restr. Coinm. Boards of Mgrs for Revstone1 - Revstone Industries, Chapter 11 Advice

Summary of Hours Billed

NameRyan P DahlTOTALS

Hours Rate3.00 930.003.00

Amount2,790.00

$ 2,790.00

2


Legal Services for the Period Ending June 24, 2015Restr. Comm. Boards of Mgrs for Revstone1 - Revstone Industries, C;'hapter 11 Advice

Description of Leal Services

Date Timekeeper

6/10/15 Ryan P Dahl

6/14/15 Ryan P Dahl

6/17/15 Ryan P Dahl

Hours Description

60 Telephone conference with D. Bertenthal andJ. Didonato re plan status (.4); correspondencere same (.2).

80 Prepare for and participate in telephoneconfet•ence with working group re closingdate.

1.60 Prepare for and participate in telephoneconference with Revstone board re effectivedate (1.2); telephone conferences with F.Caruso and J. Didonato re same (.4).

3.00 TOTAL I-~OLJRS


KIRI~LAND 8, ELLIS LLPAND AFFILIATED PARTNERSHIPS

300 North LaSalle StreetChicago, Illinois 60654

FEIN 36-1326630

July 31, 2015

Restr. Comm. Boards of Mgrs for Revstone7993 Green Lake DriveLiberty Township, O~-I 45044

Attention: Richard E. NewstedInvoice Number: 4699907

Client Matter: 15387-3

In the matter of K&I+~ Retention

For legal. services rendered through June 24, 2015(see attached Description of Legal Services For detail) $ 2,604.00

Far expenses incurred through .Tune 24, 2015(see attached Description of Expenses for detail) $ 287.80

Total legal services rendered and expenses incurred $ 2,891.80

Beijing Hong Kong Houston London Los Angeles Munich New York Palo Alto San Francisco Shanghai Washington, D.C.


Legal Services for the Period Ending June 24, 2015Restr. Coinm. Boards of Mgrs for Revstone3 - K&E Retention

Summary of Hours Billed

Name Hours Rate AmountGabriel King 3.40 210.00 714.00Maureen McCarthy 5.40 350.00 1,890.00TOTALS 8.80 $ 2,604.00


Legal Services for the Period Ending June 24, 2015Restr. Comm. Boards of Mgrs for Revstone3 - K&E Retention

Description of Leal Services

Date Timekeeper

6/01/15 Maureen McCarthy

6/01/15 Gabriel King



6/09/15 Uabriel King

Hours Description

1.90 Draft April fee application.

1.70 Review and revise monthly fee application.

1.20 Revise and finalize April fee application forfiling and service.

2.30 Revise and finalize ninth interim feeapplication for filing and service.

1.70 Review and revise eighth interim feeapplication.

8.80 TOTAL HOURS

3


Exhibit B


Legal Services for the Period Ending June 24, 2015Restr. Comm. Boards of Mgrs for Revstone1 - Revstone Industries, Chapter 11 Advice

Description of Expenses

Date Description Amount4/01/15 PACER SERVICE CENTER, Computer Database Research, 04/15 - 06/15 158.004/01/15 PACER SERVICE CENTER, Computer Database Research, 04/15 - 06/15 19.705/31/15 INTERCALL - 1.5272 COI LECTIONS CENTER DRIVE (TP), Teleconference, 1.34

Teleconferencing5/31/15 INTFRCALL - 15272 COLLECTIONS CANTER DRIVE (TP), Teleconference, 1.78

Teleconferencing

TOTAL EXPENSES $ 180.82


Legal Services for the Period Ending June 24, 2015Restr. Comm. Boards of Mgrs for Revstone3 - K&E Retention

Description of Expenses

Date Description Amount

4/01/15 PACER SERVICE CENTER, Computer Database Research, 04/15 - 06/15 63.90



4/28/15 FLASH CAB COMPANY, Overtime Transportation, A PFLAUMER, 04/28/2015 18.05

5/OS/15 FLASH CAB COMPANY, Overtime Transportation, L POMA7AL, 05/05/2015 10.45

6/01/15 Standard Prints 1.50





6/08/15 Scanned Images .10


TOTAL EXPENSES ~ 287.80


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

REVSTONE INDUSTRIES, LLC, et al.,' ) Case No. 12-13262 (BLS)(Jointly Administered)

Debtors.

CERTIFICATE OF SERVICE

I, Laura Davis Jones, hereby certify that on the 31St day of July, 201 S, I caused a

copy of the following documents to be served on the individuals on the attached service list in

the manner indicated:

Notice of Filing of Fee Application; and

Twenty-Eighth Monthly Application of KiNkland & Fllis LLP,for Allowanceof Administrative Claim for Compensation and Reimbursement of expensesfoN PeNiod June 1, 2015 through June 24, 2015 (inclzrding Exhibits A and I3thereto).

~ The Debtors in these Chapter 11 Cases and the last four digits of each Debtor's federal tax identification numbers

are: Revstone Indush•ies, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool and

Engineering, LLC (6450). The location of the Debtors' headquarters and the service address for each of the

Debtors is Revstone Industries, LLC, et al., c/o Huron Consulting Group Inc., 900 Wilshire Drive, Suite 270, Troy,Michigan 48084, Attn: John C. DiDonato, Chief Restructuring Officer.

DOCS DE:187954.34 73864/001


Revstone Fee Application Service ListCase No. 12-13262v2Document No. 18657002 —Hand Delivery03 —First Class Mail

(Counsel to the Debtot•s)Laura Davis JonesPachulslci Stang Ziehl &Jones LLP919 North Market Street, 17th FloorWilmington, DE 19801

Hand Delivery(US Trustee)Jane. Loamy, EsquireOff ice of the United States Trustee844 King Street, Suite 2207Wilmington, DE l 9801

Hand Delivery(Counsel to the Official Committee ofUnsecured Creditors)Marlc L. Desgrosseilliers,EsquiroWomble Carlyle, Sandridge and Rice, PLLC222 Delaware AvenueWilmington, D~ 19801

First Class Mail(Debtor) ,Revstone Industries, LLC, et al.Attn: John C. DiDonato, Chief RestructuringOfficerc/o IIuron Consulting Group Inc.900 Wilshire Drive, Suite 270Troy, MI 48084

First Class iVIailJohn DiDonatoHuron Consulting Services, LLC599 Lexington Avenue, 25th FloorNew York, NY 10022-7656

First Class Mail(Counsel to Wells Fargo Capital Finance)Jonathan Helfat, EsquireOtterbourg, Steindler, Houston &Rosen,P.C.230 Park AvenueNew York, NY 10169-0075

DOGS DE;186570.2 73864/001


Case 12-13262-BLS Doc 2274 Filed 07/31/15 Page 1 of 15 FOR ...

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