KodakLinklaters

1

LINKLATERS LLPRebecca L. JarvisOne Silk StreetLondonEC2Y 8HQTelephone: +44 20 7456 2000Facsimile: +44 20 7456 2222

Special Foreign Counsel for the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK

In re:

EASTMAN KODAK COMPANY, et al.,1

Debtors.

)

)

))

)

))

Chapter 11

Case No. 12-10202 (ALG)

Jointly Administered

SUMMARY SHEET PURSUANT TO UNITED STATES TRUSTEE GUIDELINES FOR REVIEWING APPLICATIONS FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FILED UNDER 11 U.S.C. § 330

FIRST INTERIM FEE APPLICATION

Name of Applicant: Linklaters LLP

Time Period: January 19, 2012 through and including February 29, 2012

Role in the Case: Special Foreign Counsel for the Debtors and Debtors in Possession

Current Application:2 Total Fees Requested: $323,292.72

Total Expenses Requested: $50,925.96

Prior Applications: N/A

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, are: Eastman Kodak Company (7150); Creo Manufacturing America LLC (4412); Eastman Kodak International Capital Company, Inc. (2341); Far East Development Ltd. (2300); FPC Inc. (9183); Kodak (Near East), Inc. (7936); Kodak Americas, Ltd. (6256); Kodak Aviation Leasing LLC (5224); Kodak Imaging Network, Inc. (4107); Kodak Philippines, Ltd. (7862); Kodak Portuguesa Limited (9171); Kodak Realty, Inc. (2045); Laser-Pacific Media Corporation (4617); NPEC Inc. (5677); Pakon, Inc. (3462); and Qualex Inc. (6019). The location of the Debtors’ corporate headquarters is: 343 State Street, Rochester, NY 14650.

2 For purpose of this Application only, all amounts have been converted from British Pounds into U.S. Dollars based on the exchange rate in effect on March 7, 2012: GBP £1.5758/$1.00.

12-10202-alg Doc 690 Filed 03/20/12 Entered 03/20/12 16:06:36 Main Document Pg 1 of 17

jchap

Typewritten Text

jchap

Typewritten Text

Objection Deadline: April 4, 2012 at 4:00 p.m. (Eastern Time)

jchap

Typewritten Text

jchap

Typewritten Text

jchap

Typewritten Text

jchap

Typewritten Text

jchap

Typewritten Text

jchap

Typewritten Text

jchap

Typewritten Text

jchap

Typewritten Text

jchap

Typewritten Text

2

SUMMARY OF FIRST INTERIM FEE APPLICATION OF LINKLATERS LLP FOR SERVICES RENDERED FOR THE PERIOD

JANUARY 19, 2012 THROUGH FEBRUARY 29, 2012

PROFESSIONALS

TOTALS:

BLENDED RATE TOTAL HOURS BILLED

TOTAL COMPENSATION

Partners and Counsel £689($1,085.73)

177.40 £124,915.03($196,841.10)

Associates £385($606.68)

369.60 £129,404.03($203,914.87)

Paraprofessionals and Other Staff £152($239.52)

14.00 £2,132.20($3,359.92)

Total Fees Incurred/SUBTOTAL

£256,451.26($404,115.90)

20% HOLDBACK £51,290.25($80,823.18)

GRAND TOTAL/FEES REQUESTED

£205,161.01($323,292.72)


1

LINKLATERS LLPRebecca JarvisOne Silk StreetLondonEC2Y 8HQTelephone: +44 20 7456 2000Facsimile: +44 20 7456 2222



In re:


Debtors.

)

)

))

)

))

Chapter 11

Case No. 12-10202 (ALG)


FIRST APPLICATION OF LINKLATERS LLP FOR FEES AS SPECIAL FOREIGN COUNSEL FOR THE DEBTORS FOR

PROFESSIONAL SERVICES RENDERED AND DISBURSEMENTS INCURRED FOR THE PERIOD FROM JANUARY 19, 2012 TO FEBRUARY 29, 2012

Linklaters LLP (“Linklaters”), special foreign counsel for Eastman Kodak Company

and its affiliated debtors and debtors in possession in the above-captioned cases (collectively,

the “Debtors”), hereby submits this statement of fees and disbursements (the “Application”),

pursuant to sections 330(a) and 331 of chapter 11 of title 11 of the United States Code (the

“Bankruptcy Code”) and Rule 2016 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”) for the period from January 19, 2012 through February 29, 2012 (the 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, are: Eastman Kodak Company (7150); Creo Manufacturing America LLC (4412); Eastman Kodak International Capital Company, Inc. (2341); Far East Development Ltd. (2300); FPC Inc. (9183); Kodak (Near East), Inc. (7936); Kodak Americas, Ltd. (6256); Kodak Aviation Leasing LLC (5224); Kodak Imaging Network, Inc. (4107); Kodak Philippines, Ltd. (7862); Kodak Portuguesa Limited (9171); Kodak Realty, Inc. (2045); Laser-Pacific Media Corporation (4617); NPEC Inc. (5677); Pakon, Inc. (3462); and Qualex Inc. (6019). The location of the Debtors’ corporate headquarters is: 343 State Street, Rochester, NY 14650.


2

“Compensation Period”) in accordance with the Order Establishing Procedures for Interim

Compensation and Reimbursement of Expenses for Professionals [Docket No. 363] (the

“Administrative Order”).

GENERAL BACKGROUND

1. On January 19, 2012 (the “Petition Date”), each of the Debtors commenced

cases (the “Chapter 11 Cases”) under the Bankruptcy Code. The Debtors are operating their

businesses and managing their properties as debtors in possession pursuant to sections

1107(a) and 1108 of the Bankruptcy Code.

2. On February 15, 2012, the Bankruptcy Court entered the Administrative Order,

which sets forth the procedures for interim compensation and reimbursement of expenses for

all professionals in these cases.

3. On February 28, 2012, the Bankruptcy Court entered the Order Authorizing the

Retention and Employment of Linklaters LLP as Special Foreign Counsel to the Debtors

Nunc Pro Tunc to the Petition Date [Docket No. 441] (the “Retention Order”).

4. There is no agreement or understanding between Linklaters and any other

person, other than members of the firm, for the sharing of compensation to be received for

services rendered to the debtors and debtors in possession, except as regards payments to

external U.K. pensions counsel Richard Hitchcock as outlined in the Supplemental

Declaration of Rebecca L. Jarvis in Support of the Debtors’ Application for an Order

Authorizing the Retention and Employment of Linklaters LLP as Special Foreign Counsel to

the Debtors Nunc Pro Tunc to the Petition Date [Docket No. 411]. Mr. Hitchcock’s fee

timelines are attached hereto as Exhibit C. Except as explained in the subsequent paragraph,

other than pursuant to the Retention Order, Linklaters has received no payment and no


3

promises of payment from any source for services rendered or to be rendered in any capacity

whatsoever in connection with the matters covered by this Application.

5. Prior to the commencement of these Chapter 11 Cases, the Debtors paid

Linklaters an aggregate amount of approximately $350,000.00 in respect of professional

services rendered and as a retainer for services to be rendered and for disbursements incurred

and expenses advanced for disbursements to be incurred in connection with the preparation

for Debtor’s Chapter 11 Cases. As of the Petition Date, Linklaters had a retainer balance in

the amount of approximately $212,822.20 that may be applied against payment for services to

be rendered and expenses to be incurred.

6. The fees charged by Linklaters in these Chapter 11 Cases are billed in

accordance with Linklaters’ existing billing rates and procedures in effect during the

Compensation Period. The rates Linklaters charges for the services rendered by its

professionals and paraprofessionals in these Chapter 11 Cases are the same rates Linklaters

charges for professional and paraprofessional services rendered in comparable bankruptcy and

nonbankruptcy related matters. Such fees are reasonable based on the customary

compensation charged by comparably skilled practitioners in comparable bankruptcy and

nonbankruptcy cases in a competitive national legal market.

FEES FOR SERVICES RENDERED DURING THE COMPENSATION PERIOD

7. Linklaters currently seeks payment of fees in the amount of $323,292.72, which

is eighty (80) per cent of the total fees incurred of $404,115.90. Set forth below is a list of

Linklaters professionals who provided services to the Debtors during the Compensation

Period for which compensation is sought, their positions, the aggregate hours spent by each

professional, and their respective billing rates.


4

NAME POSITION HOURS RATE AMOUNT

Martin Lynchehan Partner 0.80 $1,253 $1,002.21Rebecca Jarvis Partner 36.90 $1,221 $45,063.94Mark Blyth Partner 92.20 $1,142 $105,334.35James Martin Partner 1.10 $1,135 $1,248.51Tim Cox Partner 2.20 $1,056 $2,322.73Martin Flics Partner 17.50 $950 $16,625.05Graeme Tricker Counsel 26.70 $945 $25,244.32Richard Hodgson Managing

Associate48.70 $898 $43,742.63

Lynn-Albert Brandes

Managing Associate

0.60 $880 $528.00

Seema Aggarwal Managing Associate

9.00 $804 $7,232.92

Pietro Belloni Managing Associate

2.60 $719 $1,869.78

Verena Etzel Managing Associate

2.80 $719 $2,012.66

Alex Roberts Associate 1.50 $925 $1,387.35Omar El Sayed Associate 2.10 $775 $1,627.52Jessica Blatz Associate 0.10 $725 $72.50Edward Rasp Associate 49.60 $680 $33,728.25Julia Matthews Associate 46.90 $654 $30,670.58Sean Zoltek Associate 10.00 $605 $6,049.97Alasdair Smith Associate 3.40 $591 $2,009.15Lorenzo Fabbrini Associate 10.50 $528 $5,542.06Ceri-Ann McGraa Associate 2.50 $473 $1,181.85Gurminder Muker Associate 18.60 $473 $8,792.96Andreas Steiger Associate 2.70 $444 $1,199.74Sarah Barnard Associate 20.10 $405 $8,140.44Alex Bluett Trainee 9.60 $370 $3,555.00Carla Parsons Trainee 9.10 $370 $3,369.85Timea Bagossy Trainee 65.90 $370 $24,403.63Michael Coles Trainee 53.30 $315 $16,798.03Shauin Wang Paralegal 14.00 $240 $3,359.92

8. Set forth below is an itemization by segment type of Linklaters’ fees for

services rendered during the Compensation Period.

SEGMENT NO. SEGMENT NAMES HOURS AMOUNT5 Business Operations 111.80 £47,263.47

($74,477.78)6 Case Administration 33.60 £10,058.03

($15,849.44)7 Corporate Governance/ Securities

Law Compliance/ Director’s duties19.60 £6,871.04

($10,827.39)


5

SEGMENT NO. SEGMENT NAMES HOURS AMOUNT8 Creditor Committee Issues 1.80 £471.31

($742.69)11 Executory Contracts 8.60 £3,970.56

($6,256.81)13 Fee Applications/ Retention

Applications136.60 £48,906.58

($77,066.99)14 Liquidity – DIP Financing/ Cash

Collateral/ Cash Management72.70 £26,247.12

($41,360.21)15 Litigation 1.50 £594.50

($936.81)17 Pension Issues 172.70 £110,954.15

($174,841.55)20 Taxes 1.80 £943.50

($1,486.77)SUB-TOTAL 561.00 £256,451.26

($404,115.90)20% HOLDBACK £51,290.25

($80,823.18)TOTAL £205,161.01

($323,292.72)

9. A complete itemization of tasks performed by Linklaters professionals and

paraprofessionals during the Compensation Period is annexed hereto as Exhibit A.

EXPENSES2 INCURRED DURING THE COMPENSATION PERIOD

10. Linklaters seeks $50,925.96 for reimbursement of expenses incurred or

invoiced during the Compensation Period. Set forth below is a categorical list of the expenses

incurred by Linklaters during the Compensation Period in the course of representing the

Debtors.

EXPENSE CATEGORY AMOUNTTAXIS £195.30 ($307.75)PRINTCOPYING £729.04 ($1,148.82)PHOTO_WHITE_A4 £3,810.20 ($6,004.11)BINDING_STANDARD £57.00 ($89.82)

2 Linklaters does not seek reimbursement for any expenses which would otherwise not be allowed pursuant to

the Court’s Administrative Orders dated June 24, 1991 and April 21, 1995 or the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 dated January 30, 1996.


6

EXPENSE CATEGORY AMOUNTDESK_PHONE_COSTS £4.66 ($7.34)DOCUMENT_PROD £245.70 ($387.17)TELEPHONES £38.61 ($60.84)MEALS_LATE_WK £5.97 ($9.41)COURIER £12.20 ($19.22)BINDING_VALUE £16.50 ($26.00)BARRISTER’S FEES £27,300.00 ($43,019.34)SUB-TOTAL £32,415.18 ($51,079.84)LESS 50% OF TRAVEL EXPENSES £97.65 ($153.88)TOTAL EXPENSES £32,317.53 ($50,925.96)

11. Linklaters seeks reimbursement for meal expenses (if incurred) only when

meals are served at meetings with clients or non-Linklaters personnel, or when meals are

consumed while traveling. Document services include in-house photocopies, which are billed

at $0.10 per page, as well as duplication that takes place outside the firm. Travel expenses (if

incurred) include the cost of transportation, tips, parking and Internet use while traveling. A

complete itemization of expenses for which Linklaters seeks reimbursement is annexed hereto

as Exhibit B.

DESCRIPTION OF SERVICES RENDERED DURING THE COMPENSATION PERIOD

12. During the Compensation Period, Linklaters performed the following services,

among others, for the Debtors:

International Issues Resulting from the Chapter 11 Cases. During the Compensation

Period, Linklaters assisted with matters relating to the Debtors and their non-debtor

affiliates (the “Kodak Group”) which arose as a result of the automatic stay imposed

pursuant to section 362 of the Bankruptcy Code, specifically with regards to ongoing

business operations, pending litigation proceedings, and contingency planning.


7

Financing. During the Compensation Period, Linklaters assisted with respect to the

Kodak Group’s liquidity issues and the potential ramifications of intercompany loans

and liabilities.

Pensions. During the Compensation Period, Linklaters assisted with matters with

respect to the various pension papers and plans provided by the Kodak Group,

including those regarding the pension loan guaranty and the trust deed, rules and other

pension documents.

13. The following is a summary of the significant professional services rendered by

Linklaters during the Compensation Period, organized in accordance with Linklaters’ internal

system of project codes.

a. Business Operations (5) Communicated with foreign entities regarding issues related to debtor in

possession, such as suppliers and foreign branches continuing to operate Reviewed documentation relating to foreign vendor concerns Revised the Debtors’ structure chart with respect to its branches and

subsidiaries Communicated with foreign entities regarding contingency planning for

potential foreign litigationb. Case Administration (6)

Coordinated preparation of working files and review of related documents Communicated with foreign teams regarding operating reports and interim

statements by the United States Trustee (the “UST”) Researched executory contracts under the Bankruptcy Code

c. Corporate Governance/Securities Law Compliance/Directors Duties (7) Prepared advice regarding relevant aspects of foreign law, particularly with

regards to directors’ duties during an insolvency Advised foreign debtors regarding the differences between chapter 11 and

administrations under the laws of their respective jurisdictions Researched potential liability as related to branch managers and directors

of foreign affiliates d. Creditor Committee Issues (8)

Prepared list of Debtors’ creditors committee memberse. Executory Contracts (11)

Reviewed contracts with foreign suppliers


8

Drafted note advising on issues potentially arising under executory contracts

f. Fee Applications/Retention Applications (13) Prepared retention applications Drafted section 2014 disclosure statement and exhibit Communicated between offices regarding compliance with chapter 11

timekeeping, billing, confidentiality issues, and procedures Managed timekeeping process and tracking in compliance with the

Bankruptcy Code Attended hearing before the Honorable Allan Gropper on the Linklaters

Retention Application telephonicallyg. Liquidity-DIP Financing/Cash Collateral/Cash Management (14)

Reviewed intercompany loan documents and advising on potential intercompany liabilities and liquidity issues

Advised regarding the impact of local laws on specific foreign entities Analyzed the impact of European liquidity issues Discussed cash flow issues with US counsel

h. Litigation (15) Prepared litigation table Reviewed potential litigation issues involving various international braches

of the Debtori. Pension Issues (17)

Reviewed the Debtor’s pension plans for the employees of its international affiliates and specific scheme documentation

Drafted communications to pension scheme members and memoranda on pension guaranties

Communicated with external counsel regarding pension settlement issuesj. Secured Creditor/Collateral (19)

Communicated with outside counsel regarding the pledge documentsk. Taxes (20)

Researched the tax treatment of commissioner arrangements versus agency arrangements

Reviewed tax summaries from the Debtors’ foreign affiliates

14. The foregoing services performed by Linklaters were necessary and appropriate

to the administration of the Debtors’ Chapter 11 Cases and were in the best interests of the

Debtors and other parties in interest. Compensation for such services as requested is

commensurate with the complexity of the issues and tasks involved. The professional services

were performed expeditiously and effectively.


9

15. The services performed by Linklaters’ partners, counsel, associates, trainees

and paraprofessionals on behalf of the Debtors during the Compensation Period required an

aggregate expenditure of 561.00 recorded hours. Of the aggregate time expended, 177.40

recorded hours were expended by partners and counsel, 369.90 recorded hours were expended

by associates and trainees, and 14.00 recorded hours were expended by paraprofessionals.

16. During the Compensation Period, Linklaters billed the Debtors for time

expended by attorneys based on hourly rates ranging from $405 to $950 per hour for domestic

attorneys and $315 to $1,253 for foreign attorneys. Allowance of compensation in the amount

requested would result in a blended hourly billing rate of approximately $745.00 (based on

547.00 recorded hours for attorneys at Linklaters’ regular billing rates in effect at the time of

the performance of services).

THE REQUESTED COMPENSATION SHOULD BE ALLOWED

17. Section 331 of the Bankruptcy Code provides for interim compensation of

professionals and incorporates the standards of section 330 to govern the Court’s

award of such compensation. 11 U.S.C. § 331. Section 330 provides that a court may award a

professional employed under section 327 of the Bankruptcy Code reasonable compensation

for actual, necessary services rendered, as well as reimbursement for actual, necessary

expenses. 11 U.S.C. § 330(a)(1). Linklaters submits that the services for which it seeks

compensation and the expenditures for which it seeks reimbursement in this Application were

necessary for and beneficial to the preservation and maximization of value for all stakeholders

and to the orderly administration of the Debtors’ chapter 11 estates, and that such services

were performed in a timely manner appropriate to the complexity and nature of the issues


10

involved. Accordingly, approval of the compensation for professional services and

reimbursement of expenses sought herein is warranted.

NOTICE18. Notice of this Application has been provided to parties in interest in accordance

with the Order Authorizing the Establishment of Certain Notice, Case Management and

Administrative Procedures [Docket No. 362]. Linklaters submits that such notice is sufficient

and no other or further notice need be provided.

19. No previous request for the relief sought herein has been made by Linklaters to

this or any other Court.

CONCLUSION

20. Linklaters respectfully requests the Court enter an Order authorizing (i) an

interim allowance of compensation for professional services rendered during the

Compensation Period in the amount of $374,218.68, consisting of $323,292.72, representing

80% of fees incurred during the Compensation Period, and reimbursement of $50,926.96,

representing 100% of actual and necessary expenses incurred during the Compensation

Period; (ii) that the allowance of such compensation for professional services rendered and

reimbursement of actual and necessary expenses incurred be without prejudice to Linklaters’

right to seek additional compensation for services performed and expenses incurred during the

Compensation Period, which were not processed at the time of this Application; and (iii)

such other and further relief as is just.

[Remainder of Page Intentionally Blank]


11

WHEREFORE Linklaters respectfully requests that the Court grant the relief

requested herein and such other and further relief as is just.

Dated: March 20, 2012London, UK

By: /s/ Rebecca L. JarvisLINKLATERS LLPRebecca L. JarvisOne Silk StreetLondonEC2Y 8HQTelephone: +44 20 7456 2000Facsimile: +44 20 7456 2222



1

LINKLATERS LLPRebecca L. JarvisOne Silk StreetLondonEC2Y 8HQTelephone: +44 20 7456 2000Facsimile: +44 20 7456 2222



In re:


Debtors.

)

)

))

)

))

Chapter 11

Case No. 12-10202 (ALG)


CERTIFICATION UNDER GUIDELINES FOR FEESAND DISBURSEMENTS FOR PROFESSIONALS IN RESPECT

OF FIRST APPLICATION OF LINKLATERS LLP FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES

I, Rebecca L. Jarvis, declare and state as follows:

1. I am a partner with the applicant firm, Linklaters LLP (“Linklaters” or the

“Firm”) which serves as special foreign counsel for the chapter 11 cases of Eastman Kodak

Company and its affiliated debtors (the “Debtors”) in the above-captioned cases. I am

responsible for the Firm’s compliance with the Amended Order Establishing Procedures for

Monthly Compensation and Reimbursement of Expenses of Professionals, dated December

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, are: Eastman Kodak Company (7150); Creo Manufacturing America LLC (4412); Eastman Kodak International Capital Company, Inc. (2341); Far East Development Ltd. (2300); FPC Inc. (9183); Kodak (Near East), Inc. (7936); Kodak Americas, Ltd. (6256); Kodak Aviation Leasing LLC (5224); Kodak Imaging Network, Inc. (4107); Kodak Philippines, Ltd. (7862); Kodak Portuguesa Limited (9171); Kodak Realty, Inc. (2045); Laser-Pacific Media Corporation (4617); NPEC Inc. (5677); Pakon, Inc. (3462); and Qualex Inc. (6019). The location of the Debtors’ corporate headquarters is: 343 State Street, Rochester, NY 14650 .


2

21, 2010 (the “Amended Guidelines”) and the Amended Guidelines for Fees and

Disbursements for Professionals in Southern District of New York Bankruptcy Cases adopted

by the Court on November 25, 2009 (the “Fee and Disbursement Guidelines,” and together

with the Fee and Disbursement Guidelines, the “Local Guidelines”), the U.S. Trustee

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses

Filed Under 11 U.S.C. § 330 adopted on January 30, 1996 (the “UST Guidelines”) and the

Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of

Professionals [Docket No. 363] (the “Administrative Order,” and together with the Local

Guidelines and the UST Guidelines, the “Guidelines”).

2. This certification is made in respect of Linklaters’ application, dated March 20,

2012 (the “Application”), for interim compensation and reimbursement of expenses for the

period commencing January 19, 2012 through and including February 29, 2012 (the

“Compensation Period”) in accordance with the Guidelines.

3. In respect of section B.1 of the Local Guidelines, I certify that:

a. I have read the Application;b. to the best of my knowledge, information, and belief formed after reasonable

inquiry, the fees and disbursements sought fall within the Local Guidelines;c. the fees and disbursements sought are billed at rates in accordance with those

customarily charged by Linklaters and generally accepted by Linklaters’ clients; and

d. in providing a reimbursable service, Linklaters does not make a profit on that service, whether the service is performed by Linklaters in house or through a third party.

4. In respect of section B.2 of the Amended Guidelines and as required by the

Administrative Order, I certify that Linklaters has complied with the provisions requiring it to

provide counsel for the statutory committee of unsecured creditors appointed in these cases


3

(the “Committee”) and the Debtors with a statement of Linklaters’ fees and disbursements

accrued during the Compensation Period.

5. In respect of section B.3 of the Local Guidelines, I certify that the Debtors,

attorneys for the Committee, and the United States Trustee for the Southern District of New

York are each being provided with a copy of the Application.

[Remainder of Page Intentionally Blank]


4

Dated: March 20, 2012London, UK

By: /s/ Rebecca L. JarvisLINKLATERS LLPRebecca L. JarvisOne Silk StreetLondonEC2Y 8HQTelephone: +44 20 7456 2000Facsimile: +44 20 7456 2222



KodakLinklaters

Documents

Transcript of KodakLinklaters