smb Doc 3490 Filed 06/30/17 Entered 06/30/17 09:34:13 Main Document Pg 1 of 130

Transcription

1 Pg 1 of 130 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re: : Chapter 11 : SUNEDISON, INC., et al., : Case No (SMB) Debtors. 1 : : (Jointly Administered) x THIRTEENTH MONTHLY FEE STATEMENT OF PRICEWATERHOUSECOOPERS LLP, FINANCIAL ADVISORS TO THE DEBTORS FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED DURING THE PERIOD FROM MAY 1, 2017 THROUGH MAY 31, 2017 of Applicant: SUMMARY PricewaterhouseCoopers LLP ("PwC") Authorized to provide professional services to: Debtors Period for which compensation and reimbursement sought: May 1, 2017 through May 31, 2017 (the Fee Period ) Amount of fees sought as actual and necessary compensation during this period: $ 861, Amount of fees to be paid upon the expiration of the Objection Period (80% of total fees): $ 689, Amount of expenses incurred during this period: $ 24, This is a: X Monthly Interim Final 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s tax identification number are as follows: SunEdison, Inc. (5767); SunEdison DG, LLC (N/A); SUNE Wind Holdings, Inc. (2144); SUNE Hawaii Solar Holdings, LLC (0994); First Wind Solar Portfolio, LLC (5014); First Wind California Holdings, LLC (7697); SunEdison Holdings Corporation (8669); SunEdison Utility Holdings, Inc. (6443); SunEdison International, Inc. (4551); SUNE ML 1, LLC (3132); MEMC Pasadena, Inc. (5238); Solaicx (1969); SunEdison Contracting, LLC (3819); NVT, LLC (5370); NVT Licenses, LLC (5445); Team-Solar, Inc. (7782); SunEdison Canada, LLC (6287); Enflex Corporation (5515); Fotowatio Renewable Ventures, Inc. (1788); Silver Ridge Power Holdings, LLC (5886); SunEdison International, LLC (1567); Sun Edison LLC (1450); SunEdison Products Singapore Pte. Ltd. (7373); SunEdison Residential Services, LLC (5787); PVT Solar, Inc. (3308); SEV Merger Sub Inc. (N/A); Sunflower Renewable Holdings 1, LLC (6273); Blue Sky West Capital, LLC (7962); First Wind Oakfield Portfolio, LLC (3711); First Wind Panhandle Holdings III, LLC (4238); DSP Renewables, LLC (5513); Hancock Renewables Holdings, LLC (N/A); EverStream HoldCo Fund I, LLC (9564); Buckthorn Renewables Holdings, LLC (7616); Greenmountain Wind Holdings, LLC (N/A); Rattlesnake Flat Holdings, LLC (N/A); Somerset Wind Holdings, LLC (N/A); SunE Waiawa Holdings, LLC (9757); SunE MN Development, LLC (8669); SunE MN Development Holdings, LLC (5388); SunE Minnesota Holdings, LLC (8926); and TerraForm Private Holdings, LLC (5993). The address of the Debtors corporate headquarters is Riverport Dr., Maryland Heights, Missouri

2 Pg 2 of 130 Summary of Previously Filed Fee Applications This is the thirteenth Monthly Fee Statement filed by PwC. App No App Filing Period Fees Requested Expenses Requested CNO Fees Approved (80%) Expenses Approved (100%) Fees Pending (20%) 1 06/30/2016 [ECF 0679] 04/21/ /31/2016 $1,067, $70, /15/2016 $853, $70, $213, /29/2016 [ECF 0869] 06/01/ /30/2016 $1,198, $105, /15/2016 $958, $105, $239, /30/2016 [ECF 1079] 07/01/ /31/2016 $1,234, $131, /14/2016 $987, $131, $246, /28/2016 [ECF 1273] 08/01/ /31/2016 $1,239, $114, /12/2016 $991, $114, $247, /26/2016 [ECF 1477] 09/01/ /30/2016 $997, $95, /10/2016 $897, $95, $99, /30/2016 [ECF 1697] 10/01/ /31/2016 $1,123, $92, /15/2016 $1,010, $92, $112, /21/2016 [ECF 1957] 11/01/ /30/2016 $924, $50, /05/2017 $831, $50, $92, /26/2017 [ECF 2336] 12/01/ /31/2016 $968, $81, /10/2017 $871, $81, $96, /01/2017 [ECF 2522] 01/01/ /31/2017 $741, $21, /16/2017 $593, $21, $148, /30/2017 [ECF 2688] 02/01/ /28/2017 $595, $9, /17/2017 $476, $9, $119, /28/2017 [ECF 2864] 03/01/ /31/2017 $794, $4, /15/2017 $635, $4, $158, /31/2017 [ECF 3233] 04/01/ /30/2017 $969, $10, /15/2017 $775, $10, $193, TOTALS $11,853, $789, $9,884, $789, $1,969, SUMMARY OF HOURS AND FEES BY PROJECT CATEGORY Project Category and Billing Category Hourly Services Restructuring Advisory Services Bankruptcy Accounting Advisory $49, Correspondence, Meetings and Discussions with Debtors' Counsel and 9.00 $6, Advisors Correspondence, Calls and Meetings with Management 0.50 $ Disclosure Statement, Plan of Reorganization Documents and $124, Creditor Recoveries 2

3 Pg 3 of 130 Project Category and Billing Category Restructuring Advisory Services (continued) Bankruptcy Reporting (e.g. SOFA, SOAL, MOR) $87, Cash Flow and Other Financial Analysis $9, Correspondence, Meetings and Discussions with UCC Advisors and $9, Counsel Intercompany Financial Analysis & Cash Repatriation $63, Avoidance Action Analysis $5, Expert Witness Report $407, Claims Analysis & Reconciliation $54, Travel Time (at 50% of rates, capped at 4 hours) $3, Subtotal - and - Restructuring Advisory 1, $823, Accounting Advisory Services Intercompany Data Analysis $13, Travel Time (at 50% of rates, capped at 4 hours) 6.00 $1, Subtotal - and - Accounting Advisory Services $14, Tax Advisory Services Tax Consulting Services $7, Subtotal - and - Tax Advisory Services $7, Subtotal - and - Hourly Services 1, $845, Case Administration Bankruptcy Requirements and Other Court Obligations Employment Applications and Other Court Filings 0.70 $ Monthly, Interim and Final Fee Applications $15, Subtotal - and - Bankruptcy Requirements and $15, Other Court Obligations Subtotal - and - Case Administration $15, and Sought for Reimbursement 1, $861, SUMMARY OF PROFESSIONALS Project Category and Professional Hourly Services Restructuring Advisory Services Charles Reddin Partner $ $1, Jeremy Webb Partner $ $65, Steven J Fleming Partner $ $150, Theodore F Martens Partner $ $8, Amer Rehman Director $ $44,

4 Pg 4 of 130 Project Category and Professional Restructuring Advisory Services (continued) Brian Koluch Director $ $92, Dana Weintraub Director $ $79, David T Tyburski Director $ $111, Hugo L Mio Manager $ $103, Eric Benjamin Senior Associate $ $46, Connor R Associate $37, Jordan P Aro Associate $34, Beatrice Celia Associate $43, Christopher M Ippolito Associate 2.00 $ Nicole Marcante Associate $2, Subtotal - and - Restructuring Advisory Services1, $823, Accounting Advisory Services Jason K Josko Director $ $4, Mark Tracy Manager $ $3, Jamie Gorchoff Associate $ $2, Kendra Leigh Posthauer Associate $ $1, Penelope Weiler Associate $ $2, Subtotal - and - Accounting Advisory Services $14, Tax Advisory Services Mitchel Aeder Partner $1, $2, Jennifer Billiet George Director $ $1, Bishara Asfour Associate $ $3, Subtotal - and - Tax Advisory Services $7, Subtotal - and - Hourly Services 1, $845, Case Administration Bankruptcy Requirements and Other Court Obligations Andrea Clark Smith Director (Bankruptcy) $ $5, Chad William Brown Associate (Bankruptcy) $ $9, Subtotal - and - Bankruptcy Requirements and $15, Other Court Obligations Subtotal - and - Case Administration $15, and - Hourly Services and Case 1, $861, Administration 4

5 Pg 5 of 130 SUMMARY OF EXPENSES Transaction Type by Project Expenditures Hourly Services Restructuring Advisory Services Airfare $7, Lodging $6, Meals $2, Parking $ Public/Ground Transportation $4, Rental Car $1, Subtotal - Expenditures Sought for Restructuring Advisory Services $23, Accounting Advisory Services Airfare $ Lodging $ Meals $59.80 Mileage Allowance $42.80 Public/Ground Transportation $89.19 Rental Car $ Shipping $49.31 Subtotal - Expenditures Sought for Accounting Advisory Services $1, Subtotal - Expenditures Sought for Hourly Services $24, Expenditures Sought for Reimbursement $24,

6 Pg 6 of 130 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re: : Chapter 11 : SUNEDISON, INC., et al., : Case No (SMB) Debtors. 2 : : (Jointly Administered) x THIRTEENTH MONTHLY FEE STATEMENT OF PRICEWATERHOUSECOOPERS LLP, FINANCIAL ADVISORS TO THE DEBTORS FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED DURING THE PERIOD FROM MAY 1, 2017 THROUGH MAY 31, 2017 PricewaterhouseCoopers LLP ( PwC ), Financial Advisors to Debtors (the Debtors ), submits this Thirteenth Monthly Fee Statement (the Monthly Fee Statement ) for allowance and approval of interim compensation for professional services rendered by PwC to the Debtors and for reimbursement of actual and necessary expenses incurred in connection with their financial advisory services from May 1, 2017 through May 31, 2017 (the Fee Period ). In support of this Monthly Fee Statement 3, PwC respectfully represents as follows: 2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s tax identification number are as follows: SunEdison, Inc. (5767); SunEdison DG, LLC (N/A); SUNE Wind Holdings, Inc. (2144); SUNE Hawaii Solar Holdings, LLC (0994); First Wind Solar Portfolio, LLC (5014); First Wind California Holdings, LLC (7697); SunEdison Holdings Corporation (8669); SunEdison Utility Holdings, Inc. (6443); SunEdison International, Inc. (4551); SUNE ML 1, LLC (3132); MEMC Pasadena, Inc. (5238); Solaicx (1969); SunEdison Contracting, LLC (3819); NVT, LLC (5370); NVT Licenses, LLC (5445); Team-Solar, Inc. (7782); SunEdison Canada, LLC (6287); Enflex Corporation (5515); Fotowatio Renewable Ventures, Inc. (1788); Silver Ridge Power Holdings, LLC (5886); SunEdison International, LLC (1567); Sun Edison LLC (1450); SunEdison Products Singapore Pte. Ltd. (7373); SunEdison Residential Services, LLC (5787); PVT Solar, Inc. (3308); SEV Merger Sub Inc. (N/A); Sunflower Renewable Holdings 1, LLC (6273); Blue Sky West Capital, LLC (7962); First Wind Oakfield Portfolio, LLC (3711); First Wind Panhandle Holdings III, LLC (4238); DSP Renewables, LLC (5513); Hancock Renewables Holdings, LLC (N/A); EverStream HoldCo Fund I, LLC (9564); Buckthorn Renewables Holdings, LLC (7616); Greenmountain Wind Holdings, LLC (N/A); Rattlesnake Flat Holdings, LLC (N/A); Somerset Wind Holdings, LLC (N/A); SunE Waiawa Holdings, LLC (9757); SunE MN Development, LLC (8669); SunE MN Development Holdings, LLC (5388); SunE Minnesota Holdings, LLC (8926); and TerraForm Private Holdings, LLC (5993). The address of the Debtors corporate headquarters is Riverport Dr., Maryland Heights, Missouri Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Motion or Order referenced. 6

7 Pg 7 of 130 JURSIDICTION AND VENUE 1. This Court has jurisdiction to consider this Application under 28 U.S.C. 157 and This is a core proceeding under 28 U.S.C. 157(b). Venue of these cases and this Application in this district is proper under 28 U.S.C and The legal predicates for the relief requested herein are Bankruptcy Code sections 327(a) and 328(a), Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules and BACKGROUND 3. On the Petition, the Debtors each commenced a case by filing a petition for relief under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases ). The Debtors Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered. 4. The Debtors continue to operate their businesses and manage their properties as debtors and debtors in possession pursuant to Bankruptcy Code sections 1107(a) and On April 29, 2016, an official committee of unsecured creditors (the Committee ) was appointed for these Chapter 11 Cases by the Office of the United States Trustee for the Southern District of New York (the United States Trustee ). No Trustee or examiner has been appointed in the Debtors Chapter 11 Cases. 6. SunEdison is one of the world s leading developers of renewable-energy solutions. In addition to their development business, SunEdison owns, operates and/or provides maintenance services for clean power generation assets. SunEdison s renewable-energy development business is a global enterprise with substantial development activities on six continents. 7

8 Pg 8 of Additional factual background information regarding the Debtors, including their business operations, their corporate and capital structure, and the events leading to these Chapter 11 Cases, is set forth in detail in the First Day Declaration On May 5, 2016, the Debtors filed the Debtors Application for Order Under Bankruptcy Code Sections 327(a) and 328(a), Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules and Authorizing Debtors to Employ and Retain PricewaterhouseCoopers LLP as Financial Advisors to the Debtors Nunc Pro Tunc to the Petition [Dkt. No. 203] (the Retention Application ). 9. On May 20, 2016, the Court entered the Order Under Bankruptcy Code Sections 327(a) and 328(a), Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules and Authorizing Employment and Retention of PricewaterhouseCoopers LLP as Financial Advisors to the Debtors Nunc Pro Tunc to the Petition [Dkt. No. 370] (the Retention Order ). The Retention Order states, among other things, that the Debtors are authorized to employ and retain PwC as their Financial Advisors, effective as May 5, 2016, on the terms set forth in the Retention Application and in the Fleming Declaration. 10. On December 21, 2016, the Debtors filed the Supplemental Application of Debtors for Entry of Order Under Bankruptcy Code Sections 327(a) and 328(a), Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules and for Authority to Expand the Scope of the Employment and Retention of PricewaterhouseCoopers LLP as Financial Advisors to Include Additional Matters Nunc Pro Tunc to September 1, 2016 [Dkt. No. 1956] (the Expanded Retention Application ). 11. On January 13, 2017, the Court entered the Order Under Bankruptcy Code 4 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the First Day Declaration. 8

9 Pg 9 of 130 Sections 327(a) and 328(a), Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules and Authorizing the Debtors to Expand the Scope of the Employment and Retention of PricewaterhouseCoopers LLP as Financial Advisors to the Debtors Nunc Pro Tunc to September 1, 2016 [Dkt. No. 2256]. 12. On February 6, 2017, PwC filed the Fourth Declaration of Steven Fleming in Support of Debtors Application for Order Under Bankruptcy Code Sections 327(a) and 328(a), Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules and Authorizing Debtors to Employ and Retain PricewaterhouseCoopers LLP as Financial Advisors to the Debtors Matters Nunc Pro Tunc to the Petition [Dkt. No. 2396] (the Fourth Fleming Declaration ). 13. On May 26, 2017, the Debtors filed the Supplemental Application of Debtors for Entry of Order Under Bankruptcy Code Sections 327(a) and 328(a), Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules and for Authority to Expand the Scope of the Employment and Retention of PricewaterhouseCoopers LLP as Financial Advisors to the Debtors to Include Additional Matters Nunc Pro Tunc to December 1, 2016 [Dkt. No. 3214] (the Second Supplemental Application ) to include an analysis of certain avoidance action claims, and to prepare a written report and expert testimony. 14. On June 20, 2017, the Court entered the Order Under Bankruptcy Code Sections 327(a) and 328(a), Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules and Authorizing the Debtors to Expand the Scope of the Employment and Retention of PricewaterhouseCoopers LLP as Financial Advisors to the Debtors Nunc Pro Tunc to December 1, 2016 [Dkt. No. 3394]. 9

10 Pg 10 of 130 SUMMARY OF COMPENSATION REQUESTED 15. This Monthly Fee Statement has been prepared in accordance with sections 327(a), 328(a), and 330 of title 11 of the Bankruptcy Code, Bankruptcy Rule 2014(a) and Rule of the Local Bankruptcy Rules, the Court's General Order on Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York, M-477, dated January 29, 2013 (the Amended Guidelines ), the Order Granting Debtors Motion for Order Pursuant to Bankruptcy Code Sections 105(a) and 331, Bankruptcy Rule 2016, and Local Bankruptcy Rule Establishing Procedures for Interim and Reimbursement of Expenses of Professionals, dated May 12, 2016 [Dkt. No. 258] (the Interim Order ), and the United Stated Trustee Guidelines for Reviewing Applications for and Reimbursement of Expenses Filed Under 11 U.S.C. 330, effective May 17, 1996 (the UST Guidelines, collectively with the Local Rules, the Amended Guidelines and the Interim Order, the Guidelines ). 16. The Interim Order establishes certain procedures for all Professionals to submit Monthly Fee Statements for interim compensation and reimbursement for expenses. The Interim Order provides, among other things, on or before the thirtieth (30 th ) day of each month following the month for which compensation is sought, each Professional may serve a Monthly Statement to various Notice Parties identified in the Interim Order. Each party in interest shall have fifteen (15) days after filing of a particular Monthly Statement to review it and, if such party has an objection to the compensation and reimbursement sought in a particular Monthly Statement (an Objection ), such party shall, by no later than fifteen (15) days following the filing of the particular Monthly Statement (the Objection Deadline ), serve upon the retained Professional whose Monthly Statement is the subject of an Objection. At the expiration of the Objection Deadline, the Debtors shall promptly 10

11 Pg 11 of 130 pay eight percent (80%) of the fees and one hundred percent (100%) of the expenses identified in each Monthly Statement to which no Objection has been served in accordance with paragraph (d) of the Interim Order. a) This is PwC's thirteenth Monthly Fee Statement. b) On June 30, 2016, PwC submitted its first Monthly Fee Statement for services and expenses incurred from April 21, 2016 through May 31, 2016, requesting $1,067, in fees and $70, in expenses [Docket No. 679]. c) On July 29, 2016, PwC submitted its second Monthly Fee Statement for services and expenses incurred from June 1, 2016 through June 30, 2016, requesting $1,198, in fees and $105, in expenses [Docket No. 869]. d) On August 30, 2016, PwC submitted its third Monthly Fee Statement for services and expenses incurred from July 1, 2016 through July 31, 2016, requesting $1,234, in fees and $131, in expenses [Docket No. 1079]. e) On September 28, 2016, PwC submitted its fourth Monthly Fee Statement for services and expenses incurred from August 1, 2016 through August 31, 2016, requesting $1,239, in fees and $114, in expenses [Docket No. 1273]. f) On October 26, 2016, PwC submitted its fifth Monthly Fee Statement for services and expenses incurred from September 1, 2016 through September 30, 2016, requesting $997, in fees and $95, in expenses [Docket No. 1477]. g) On November 30, 2016, PwC submitted its sixth Monthly Fee Statement for services and expenses incurred from October 1, 2016 through October 31, 2016, requesting $1,123, in fees and $92, in expenses [Docket No. 1697]. h) On December 21, 2016, PwC submitted its seventh Monthly Fee Statement for services and expenses incurred from November 1, 2016 through November 30, 2016, requesting $924, in fees and $50, in expenses [Docket No. 1957]. i) On January 26, 2017, PwC submitted its eighth Monthly Fee Statement for services and expenses incurred from December 1, 2016 through December 31, 2016, requesting $968, in fees and $81, in expenses [Docket No. 2336]. j) On March 1, 2017, PwC submitted its ninth Monthly Fee Statement for services and expenses incurred from January 1, 2017 through January 31, 2017, requesting $741, in fees and $21, in expenses [Docket No. 2522]. k) On March 30, 2017, PwC submitted its tenth Monthly Fee Statement for 11

12 Pg 12 of 130 services and expenses incurred from February 1, 2017 through February 28, 2017, requesting $595, in fees and $9, in expenses [Docket No. 2688]. l) On April 28, 2017, PwC submitted its eleventh Monthly Fee Statement for services and expenses incurred from March 1, 2017 through March 31, 2017, requesting $794, in fees and $4, in expenses [Docket No. 2864]. m) On May 31, 2017, PwC submitted its twelfth Monthly Fee Statement for services and expenses incurred from April 1, 2017 through April 30, 2017, requesting $969, in fees and $10, in expenses [Docket No. 3233]. 17. Unless the Court orders otherwise, each of the Professionals shall file with the Court and serve on the Notice Parties an application for interim or final Court approval and allowance, pursuant to Bankruptcy Code sections 330 and 331 (as the case may be), of the compensation and reimbursement of expenses requested. Commencing with the period ending August 31, 2016, and at four-month intervals thereafter, each of the Professionals shall file the Court an application, on or before the forty-fifth (45 th ) day following the last day of the compensation period for which compensation is sought. a) On October 17, 2016, PwC submitted its first Interim Fee Application for compensation for services rendered and for reimbursement of expenses incurred from April 21, 2016 through August 31, 2016, representing $4,740, in fees and $422, in expenditures [Docket No. 1417]. On December 1, 2016, an Order was entered by the Court approving the first Interim Fee Application [Docket No. 1711], representing $3,792, in fees and $422, in expenditures. b) On February 14, 2017, PwC submitted its second Interim Fee Application for compensation for services rendered and for reimbursement of expenses incurred from September 1, 2016 through December 31, 2016, representing $4,013, in fees and $320, in expenditures [Docket No. 2462]. On March 27, 2017, an Order was entered by the Court approving the second Interim Fee Application [Docket No. 2663], representing $3,611, in fees and $320, in expenditures. c) On June 14, 2017, PwC submitted its third Interim Fee Application for compensation for services rendered and for reimbursement of expenses incurred from January 1, 2017 through April 30, 2017, representing $3,100, in fees and $46, in expenditures [Docket No. 3342]. 12

13 Pg 13 of Other than as provided in Section 504(b) of the Bankruptcy Code, PwC has not shared, or agreed to share, any compensation received with respect to the Fee Period as a result of this case with any person, firm or entity. No promises concerning compensation have been made to PwC by any firm, person or entity. The sole and exclusive source of compensation shall be funds of the Debtors estates. 19. This is PwC's thirteenth Monthly Fee Statement. PwC submits this Monthly Fee Statement for approval and allowance of interim compensation equal to eighty percent (80%) of the $861, for actual, reasonable and necessary professional services rendered, and reimbursement of one hundred percent (100%) of the $24, for actual, reasonable and necessary expenses incurred during the Fee Period 5 for a total request of $714, (the Amount ). 20. PwC is filing the attached Monthly Fee Statement for compensation for professional services rendered and reimbursement of disbursements made in these cases during the Fee Period. The Monthly Fee Statement contains time logs describing the actual and necessary services provided by PwC for the hourly services during the Fee Period, as well as other detailed information required to be included in fee applications. The Monthly Fee Statement is comprised of several exhibits which are attached hereto as: - Exhibit A, provides a summary of the hours and compensation by project; - Exhibit B, provides the summary of the hourly fees, including the name and position of each professional, cumulative hours worked by project, hourly billing rates for the hourly compensation, and the corresponding compensation requested; -, provides the daily activity descriptions for the hourly compensation, including the activity description, time and billing rates associated with each activity; - Exhibit D, provides the expenditures incurred by project by type; and 5 PwC reserves its right to seek at a later date compensation for services rendered and expenses incurred during the Fee Period that are not otherwise included in this Monthly Fee Statement, due to internal billing delays. 13

14 Pg 14 of Exhibit E, provides the details of the expenditures incurred by project and by date, including the vendor and description. SUMMARY OF PROFESSIONAL SERVICES RENDERED 21. As described within the Retention Application, PwC continues to provide financial advisory services pursuant to the Retention Application. A summary of the hours and compensation sought by project category is shown below: Type of Services Hourly Services 1, $845, Case Administration $15, and Sought for Reimbursement 1, $861, Hourly Services 22. During the Fee Period, PwC professionals provided financial advisory services to the Debtors in connection with analyses of the Debtors businesses and on-going operations. The hourly time records of PwC, annexed hereto as Exhibit B and, provide a summary and daily breakdown of the time spent by each PwC timekeeper for these financial advisory and case administration activities. 23. Bankruptcy Accounting Advisory - This category includes, but is not limited to: (a) assisting the Debtors with establishing processes and procedures with respect to general technical accounting advice relating to the bankruptcy process, (b) advising and assisting the accounts payable functions and accounts payable invoice processing and payment teams to ensure compliance with the bankruptcy code and Debtor in Possession finance agreement, (c) advising the Debtors in compiling a consolidated accounts payable listing on a weekly basis and reconciling invoice support to post petition disbursements. 24. Correspondence, Meetings and Discussions with Debtors' Counsel and Advisors - This category includes, but is not limited to, time spent by PwC speaking, ing and meeting with the Debtors Counsel discussing any of the matters covered in our scope, 14

15 Pg 15 of 130 including but not limited to (a) general case matters, required filings, timing and key milestones; (b) reviewing drafts of the wind down cash flow budget, liquidation analysis and related proposed Chapter 11 plan; and (c) various creditor claims. 25. Correspondence, Calls and Meetings with Management - This category includes, but is not limited to, s, calls and meeting with the Debtors management team regarding the matters covered by PwC scope. 26. Disclosure Statement, Plan of Reorganization Documents and Creditor Recoveries - This category includes, but is not limited to: (a) assisting the Debtors with the financial analysis and preparation of schedules required as part of the Plan of Reorganization and Disclosure statement, (b) the analysis of and preparation of a liquidation analysis, and (c) the analysis of creditor recoveries. 27. Bankruptcy Reporting (e.g. SOFA, SOAL, MOR) - This category includes time spent by PwC assisting the Debtors in the accumulation and preparation of Statements of Financial Affairs (SOFA), Schedules of Assets and Liabilities (SOAL), Monthly Operating Reports (MOR) and other reporting requirements required by the Court or US Trustee. 28. Cash Flow and Other Financial Analysis - This category includes time spent by PwC including but not limited to: (a) analysis of daily cash reporting tools, (b) analysis of certain categories of expenses including but not limited to employee expenses and wages, case professional fees, wind down cost estimates, and (c) ad hoc analyses requested by SunEdison or its advisors. 29. Correspondence, Meetings and Discussions with UCC Advisors and Counsel - This category includes, but is not limited to, time spent by PwC ing, speaking and meeting with Creditors Committee financial advisors and counsel regarding any of the matters covered by PwC s scope of services. 15

16 Pg 16 of Intercompany Financial Analysis & Cash Repatriation - This category includes, but is not limited to: (a) analysis of SunEdison legal entity structure, (b) identification and quantification of liabilities on a legal entity basis, (c) analysis of funds flows from asset sales on a legal entity basis, (d) assessment and analysis of strategies to settle intercompany balances and to repatriate cash from foreign entities, and (e) development of a wind down plan and budget on a legal entity basis. 31. Avoidance Action Analysis This category, includes, but is not limited to: (a) the analysis of potential preference payments, and (b) the analysis of potential fraudulent conveyances. 32. Expert Witness Report - This category includes, but is not limited to: analysis and preparation of a written report and related expert testimony, to the extent necessary, in connection with Avoidance Action Analyses. 33. Claims Analysis & Reconciliation This category includes, but is not limited to: (a) assisting the Debtors in the analysis of estimated recoveries to the various creditor classes, (b) reviewing and analyzing secured, administrative, priority and unsecured claims, and (c) preparing and updating a preference analysis. 34. Travel Time This category includes billable travel time, which has been capped at a maximum of 8 hours, and billed at 50% of rates by professional. 35. Intercompany Data Analysis - This category includes, but is not limited to, the analysis and reconciliation of historical intercompany balances and transactions of SunEdison amongst both debtor and non-debtor entities. 36. Tax Consulting Services - This category includes, but is not limited to, expanding the tax consulting services to advise the Debtors regarding their ability to use and/ or preserve their federal and state tax attributes under the alternative reorganization scenarios, 16

17 Pg 17 of 130 including expanded analysis and guidance with respect to the Debtors net operating losses postbankruptcy. Case Administration 37. Employment Applications and Other Court Filings - PwC's bankruptcy retention and billing advisor undertook the tasks and analysis of reviewing the Second Supplemental Application and associated Court filings. 38. Monthly, Interim and Final Fee Applications - These hours and corresponding fees represents the additional time incurred by PwC s bankruptcy retention and billing advisor to prepare the Monthly Fee Statement in accordance with the Guidelines. All of these services are incremental to the normal billing procedures performed by PwC for its nonbankruptcy audit clients. During the Fee Period, PwC bankruptcy retention and billing advisor worked with the various management professionals on the financial advisory services team to provide guidance and technical expertise associated with the compliance with the Guidelines as well as the review and preparation of the twelfth Monthly Fee Statement and the third Interim Fee Application. 39. The fees sought by this Monthly Fee Statement reflect an aggregate of 1, hours of professional time spent and recorded in performing services for the Debtors and their estates during the Fee Period at a blended average hourly rate of $ PwC is only seeking compensation for services rendered to the Debtors and their estates in connection with these cases. SUMMARY OF EXPENSES INCURRED 40. Based upon a review of PwC s internal billing records, PwC professionals incurred the following out-of-pocket expenditure during the Fee Period. The expense records of 17

18 Pg 18 of 130 PwC, annexed hereto as Exhibit D and Exhibit E, provide a summary and daily breakdown of the time spent by each PwC timekeeper. REASONABLE AND NECESSARY SERVICES RENDERED BY PWC 41. This Monthly Fee Statement includes details of the services provided by PwC to the Debtors, including, in each instance, the identity of the professionals involved in the provision of such services, the dates of service, the time expended, and a brief description of the services sought. The services detailed above were reasonable and necessary in order for PwC to perform their duties and obligations to the Debtors and this Bankruptcy Court, applying PwC s usual and customary billing rates for the types of services performed, except where, as noted, discounts were applied in accordance with the engagement letters. Billing rates are subject to change and are reviewed and adjusted periodically Although every effort has been made to include all fees and expenses incurred in the Monthly Fee Statement, some fees and expenses might not be included in this Monthly Fee Statement due to delays caused by our internal accounting and processing procedures. PwC reserves the right to make further application to this Bankruptcy Court for allowance of such fees and expenses not included herein. Subsequent Monthly Fee Statements will be filed in accordance with the Guidelines. REQUESTED COMPENSATION SHOULD BE ALLOWED 43. Section 331 of the Bankruptcy Code provides for interim compensation of professionals and incorporates the substantive standards of Section 330 of the Bankruptcy Code to govern the Court's award of such compensation. 11 U.S.C Section 330 provides that a 6 PwC increased its billing rates across all verticals, effective April 1, PwC reserves it rights to increase the hourly rates for the bankruptcy restructuring professionals, effective April 1, 2017, as follows: Partner, $775 to $815; Director, $575 to $605; Manager, $450 to $475; Senior Associate, $270 to $285, and Associate, to $240. No other rate adjustments will be made at this time. 18

19 Pg 19 of 130 Court may award a professional employed under Section 327 of the Bankruptcy Code "reasonable compensation for actual, necessary services rendered and reimbursement for actual, necessary expenses." 11 U.S.C. 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation and reimbursement: In determining the amount of reasonable compensation to be awarded, the court should consider the nature, extent, and the value of such services, taking into account all relevant factors, including -- (a) (b) (c) (d) (e) (f) 11 U.S.C the time spent on such services; the rates charged for such services; whether the services were necessary to the administration of, or beneficial at the time which the service was rendered toward the completion of, a case under this title; whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and expertise in the bankruptcy field, and; whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 44. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by PwC is fair and reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. 45. In rendering these services, PwC made every effort to maximize the benefit to the Debtors and to work with other professionals employed in the case to avoid duplication of effort. PwC believes that the level of services rendered to achieve the results obtained for the benefit of 19

20 Pg 20 of 130 the Debtors estates were reasonable in light of the number and complexity of the issues involved in this case at the time the services were rendered. PwC judiciously allocated responsibilities to minimize possible duplication of effort. 46. Moreover, PwC has reviewed the requirements of the Guidelines and believes that this Monthly Fee Statement complies with such Guidelines. To the extent that this Monthly Fee Statement does not comply in all respects with the requirements of the Guidelines, PwC believes that such deviations are not material and respectfully requests that such requirements be waived. NOTICE 47. PwC has provided notice of the Monthly Fee Statement to: (a) counsel to the Debtors, Skadden, Arps, Slate, Meagher & Flom LLP Attn: Jay M. Goffman and J. Eric Ivester; (ii) counsel to the Tranche B Lenders (as defined in the debtor-in-possession credit agreement) and the steering committee of the second lien creditors, Akin Gump Strauss Hauer & Feld LLP, Attn: Arik Preis and Kristine Manoukian; (iii) counsel to the DIP Agent and the DIP Arrangers (each as defined in the Interim DIP Order), White & Case LLP, Attn: Scott Greissman and Elizabeth Feld; (iv) the office of the United States Trustee, Attn: Paul Schwartzberg, Esq.; and (v) counsel to the Committee, Weil Gotshal & Manges LLP, Attn: Matthew S. Barr and Ronit Berkovich; and (b) to the Debtors via electronic mail to their counsel (collectively, the Notice Parties ). In light of the nature of the relief requested, PwC respectfully submits that no further notice is necessary. CONCLUSION 48. PwC respectfully submits that the Amount requested herein is reasonable compensation for the actual and necessary services rendered based upon the time, nature and value of such services. PwC further asserts that the costs of services rendered and 20

21 Pg 21 of 130 expenses incurred are comparable to the cost of similar services and expenses in matters other than under the Bankruptcy Code and consistent with PwC s Retention Application. In summary, by this Monthly Fee Statement, PwC requests interim payment of compensation for fees and expenses in the total amount of $714,012.20, consisting of: (a) $689, which is 80% of the fees, $861, incurred on behalf of the Debtors for reasonable and necessary professional services rendered by PwC; and (b) $24, for actual and necessary costs and expenses. WHEREFORE, PwC requests that they be allowed reimbursement for fees and expenses incurred during the Fee Period and that such fees and expenses be paid as administrative expenses of the Debtors estates. d: June 26, 2017 New York, New York PRICEWATERHOUSECOOPERS LLP Steven Fleming, Principal PricewaterhouseCoopers LLP 300 Madison Ave. Suite 2400 New York, NY Financial Advisors to the Debtors of SunEdison, Inc., et. al. 21

22 Pg 22 of 130 SUNEDISON INC., ET. AL., Case No (SMB) PricewaterhouseCoopers LLP Financial Advisors to the Debtors and Submission Enclosure: PricewaterhouseCoopers invoice for professional fees rendered and expenses incurred Fees, $ 861, Expenses, $ 24, and : Hourly and Case Administration Services Summary by Project Category Summary of and Fees by Project and Professional Professional Services by Project, Professional and Expenditures Incurred and Reimbursement Sought Summary of Expenditures Project and Type Detail of Expenditures by Project, Professional and Exhibits: A B C D E PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY T: (646) , F: (813) ,

23 Pg 23 of 130 Exhibit A Summary by Project Category and Billing Category Project Category and Billing Category Hourly Services Restructuring Advisory Services Bankruptcy Accounting Advisory $49, Correspondence, Meetings and Discussions with Debtors' Counsel and Advisors 9.00 $6, Correspondence, Calls and Meetings with Management 0.50 $ Disclosure Statement, Plan of Reorganization Documents and Creditor Recoveries $124, Bankruptcy Reporting (e.g. SOFA, SOAL, MOR) $87, Cash Flow and Other Financial Analysis $9, Correspondence, Meetings and Discussions with UCC Advisors and Counsel $9, Intercompany Financial Analysis & Cash Repatriation $63, Avoidance Action Analysis $5, Expert Witness Report $407, Claims Analysis & Reconciliation $54, Travel Time (at 50% of rates, capped at 4 hours) $3, Subtotal - and - Restructuring Advisory Services 1, $823, Accounting Advisory Services Intercompany Data Analysis $13, Travel Time (at 50% of rates, capped at 4 hours) 6.00 $1, Subtotal - and - Accounting Advisory Services $14, Tax Advisory Services Tax Consulting Services $7, Subtotal - and - Tax Advisory Services $7, Subtotal - and - Hourly Services 1, $845, Case Administration Bankruptcy Requirements and Other Court Obligations Employment Applications and Other Court Filings 0.70 $ Monthly, Interim and Final Fee Applications $15, Subtotal - and - Bankruptcy Requirements and Other Court Obligations $15, Subtotal - and - Case Administration $15, and Sought for Reimbursement 1, $861, Page 1 of 1

24 Pg 24 of 130 Exhibit B Hourly Services and Case Administration - Summary of / Fees by Project and Professional Project Category and Professional Hourly Services Restructuring Advisory Services Charles Reddin Partner $ $1, Jeremy Webb Partner $ $65, Steven J Fleming Partner $ $150, Theodore F Martens Partner $ $8, Amer Rehman Director $ $44, Brian Koluch Director $ $92, Dana Weintraub Director $ $79, David T Tyburski Director $ $111, Hugo L Mio Manager $ $103, Eric Benjamin Senior Associate $ $46, Connor R Associate $37, Jordan P Aro Associate $34, Beatrice Celia Associate $43, Christopher M Ippolito Associate 2.00 $ Nicole Marcante Associate $2, Subtotal - and - Restructuring Advisory Services 1, $823, Accounting Advisory Services Jason K Josko Director $ $4, Mark Tracy Manager $ $3, Jamie Gorchoff Associate $ $2, Kendra Leigh Posthauer Associate $ $1, Penelope Weiler Associate $ $2, Subtotal - and - Accounting Advisory Services $14, Tax Advisory Services Mitchel Aeder Partner $1, $2, Jennifer Billiet George Director $ $1, Bishara Asfour Associate $ $3, Page 1 of 2

25 Pg 25 of 130 Exhibit B Hourly Services and Case Administration - Summary of / Fees by Project and Professional Project Category and Professional Subtotal - and - Tax Advisory Services $7, Subtotal - and - Hourly Services 1, $845, Case Administration Bankruptcy Requirements and Other Court Obligations Andrea Clark Smith Director (Bankruptcy) $ $5, Chad William Brown Associate (Bankruptcy) $ $9, Subtotal - and - Bankruptcy Requirements and Other Court Obligations $15, Subtotal - and - Case Administration $15, and - Hourly Services and Case Administration 1, $861, Page 2 of 2

26 Pg 26 of 130 Hourly Services and Case Administration Services - Professional Services by Project, Professional and Hourly Services Restructuring Advisory Services Bankruptcy Accounting Advisory 5/1/2017 Eric Benjamin Senior Associate 0517H001: Update of AP approvals and prepare correspondence for SunEdison. $ $ /1/2017 Eric Benjamin Senior Associate 0517H002: Update and review of daily DIP file. $ $ /1/2017 Beatrice Celia Associate 0517H003: Assemble and construction of consolidated AP file - EBS. 5/1/2017 Beatrice Celia Associate 0517H004: Assemble and construction of consolidated AP file - SAP. 5/1/2017 Beatrice Celia Associate 0517H005: Assemble and construction of consolidated AP file - NSMEX. 5/1/2017 Beatrice Celia Associate 0517H006: Assemble and construction of consolidated AP file - NSEUR. 5/1/2017 Beatrice Celia Associate 0517H007: Assemble and construction of consolidated AP file - NSNA. 5/1/2017 Beatrice Celia Associate 0517H008: Assemble and construction of consolidated AP file - EBSOLD. 5/1/2017 Beatrice Celia Associate 0517H009: Assemble and construction of consolidated AP file - EBSOLD. 5/1/2017 Beatrice Celia Associate 0517H010: Assemble and construction of consolidated AP file - Great Plains /1/2017 Beatrice Celia Associate 0517H011: Update and review of daily payment file Page 1 of 76

27 Pg 27 of 130 Hourly Services and Case Administration Services - Professional Services by Project, Professional and 5/1/2017 Eric Benjamin Senior Associate 0517H012: Update of weekly LC tracker for recent activity. $ $ /2/2017 Eric Benjamin Senior Associate 0517H013: Update of AP approvals and prepare correspondence for SunEdison. $ $ /2/2017 Hugo L Mio Manager 0517H014: Review of weekly DIP LC report. $ $ /2/2017 Eric Benjamin Senior Associate 0517H015: Update and review of daily DIP file. $ $ /2/2017 Beatrice Celia Associate 0517H016: Update and review of daily payment file /2/2017 Eric Benjamin Senior Associate 0517H017: Update of weekly LC tracker for recent activity. $ $ /2/2017 Eric Benjamin Senior Associate 0517H018: Review of weekly AP report for distribution. $ $ /2/2017 Eric Benjamin Senior Associate 0517H019: Update of weekly LC tracker for recent activity. $ $ /2/2017 Nicole Marcante Associate 0517H020: Review of SunEdison's market price valuation of debt and equity. 5/2/2017 Nicole Marcante Associate 0517H021: Preparation of report illustrating key dates and facts regarding SunEdison's bankruptcy. 5/2/2017 Nicole Marcante Associate 0517H022: Review of report illustrating key dates and facts regarding SunEdison's bankruptcy. 5/3/2017 Eric Benjamin Senior Associate 0517H023: Update of AP approvals and prepare correspondence for SunEdison. $ $ $ $ $ /3/2017 Beatrice Celia Associate 0517H024: Update and review of daily payment file Page 2 of 76

28 Pg 28 of 130 Hourly Services and Case Administration Services - Professional Services by Project, Professional and 5/3/2017 Eric Benjamin Senior Associate 0517H025: Update and review of daily DIP file. $ $ /3/2017 Eric Benjamin Senior Associate 0517H026: Review of Debtor AP - without Professional fees. 5/3/2017 Nicole Marcante Associate 0517H027: Preparation of timeline illustrating key dates and events that occurred during the bankruptcy. 5/4/2017 Eric Benjamin Senior Associate 0517H028: Update of AP approvals and prepare correspondence for SunEdison. 5/4/2017 Eric Benjamin Senior Associate 0517H029: Update of cash by geography to reflect weekly cash balances. $270 $270 $ $ $ $ $ /4/2017 Hugo L Mio Manager 0517H030: Review of bi-weekly DIP LC report. $ $ /4/2017 Beatrice Celia Associate 0517H031: Update and review of daily payment file /4/2017 Eric Benjamin Senior Associate 0517H032: Update and review of daily DIP file. $ $ /5/2017 Eric Benjamin Senior Associate 0517H033: Update of AP approvals and prepare correspondence for SunEdison. $ $ /5/2017 Eric Benjamin Senior Associate 0517H034: Update and review of daily DIP file. $ $ /8/2017 Eric Benjamin Senior Associate 0517H035: Update of AP approvals and prepare correspondence for SunEdison. 5/8/2017 Beatrice Celia Associate 0517H036: Assemble and construction of consolidated AP file - EBS. 5/8/2017 Beatrice Celia Associate 0517H037: Assemble and construction of consolidated AP file - SAP. $ $ Page 3 of 76

29 Pg 29 of 130 Hourly Services and Case Administration Services - Professional Services by Project, Professional and 5/8/2017 Beatrice Celia Associate 0517H038: Assemble and construction of consolidated AP file - NSMEX. 5/8/2017 Beatrice Celia Associate 0517H039: Assemble and construction of consolidated AP file - NSEUR. 5/8/2017 Beatrice Celia Associate 0517H040: Assemble and construction of consolidated AP file - NSNA. 5/8/2017 Beatrice Celia Associate 0517H041: Assemble and construction of consolidated AP file - EBSOLD. 5/8/2017 Beatrice Celia Associate 0517H042: Assemble and construction of consolidated AP file - EBSOLD. 5/8/2017 Beatrice Celia Associate 0517H043: Assemble and construction of consolidated AP file - Great Plains /8/2017 Beatrice Celia Associate 0517H044: Update and review of daily payment file /8/2017 Beatrice Celia Associate 0517H045: Update and review of daily payment file /8/2017 Eric Benjamin Senior Associate 0517H046: Update and review of daily DIP file. $ $ /8/2017 Eric Benjamin Senior Associate 0517H047: Review of weekly AP report for distribution. $ $ /8/2017 Eric Benjamin Senior Associate 0517H048: Distribution of expired approvals and newly approved WR #'s. 5/9/2017 Eric Benjamin Senior Associate 0517H049: Update of AP approvals and prepare correspondence for SunEdison. $270 $ $ $ Page 4 of 76