Case 19-11626-LSS Doc 1460 Filed 08/12/20 Page 1 of 11 · Case 19-11626-LSS Doc 1460-3 Filed 08/12/20 Page 2 of 2. EXHIBIT C Summary of Time Detail by Task by Professional Case 19-11626-LSS

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

x

In re:

PES HOLDINGS, LLC, et al.,1

Debtors.

:::::::

Chapter 11

Case No. 19-11626 (LSS)

Jointly Administered

x

THIRD INTERIM AND FINAL FEE APPLICATION OF

TAX ADVISORY SERVICES GROUP, LLC FOR PAYMENT OF COMPENSATION AND REIMBURSEMENT

OF EXPENSES AS TAX ADVISOR TO THE DEBTORS FOR THE PERIOD FROM JULY 22, 2019 THROUGH FEBRUARY 13, 2020

Name of Applicant: Tax Advisory Services Group, LLC

Authorized to Provide Professional Services to:

The above-captioned Debtors

Period for which Compensation and reimbursement is sought (the “Compensation Period”):

July 22, 2019 through February 13, 2020

Amount of Compensation sought as actual, reasonable and necessary:

$50,355.00

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

Amount of Compensation Paid as actual, reasonable and necessary for applicable period:

$2,456.22

$35,030.25

Amount of Expense Paid as actual, reasonable, and necessary for applicable period:

$2,416.07

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: PES Holdings, LLC (8157); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Energy Inc. (0661); PES Intermediate, LLC (0074); PES Ultimate Holdings, LLC (6061); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors’ service address is: 1735 Market Street, Philadelphia, Pennsylvania 19103.

Case 19-11626-LSS Doc 1460 Filed 08/12/20 Page 1 of 11

2

Total Amount of Holdback Fees Sought for applicable period:

$15,364.90

This is a(n): Monthly Interim Final application

Prior Applications All Applications:

Requested Paid Final Portion Pending

Date Filed Docket No. Period Covered

Fees Expenses Fees Expenses Fees Expenses

2/14/2020 1009 7/22/2019 – 7/31/2019

$6,235.00 $0.00 $6,235.00 $0.00 $0.00 $0.00

2/19/2020 1020 8/1/2019 – 8/31/2019

$8,682.50 $0.00 $8,682.50 $0.00 $0.00 $0.00

2/19/2020 1021 9/1/2019 – 9/30/2019

$5,143.75 $0.00 $5,143.75 $0.00 $0.00 $0.00

2/19/2020 1022 10/1/2019 – 10/31/2019

$9,222.50 $245.19 $7,378.00 $245.19 $1,844.50 $0.00

2/20/2020 1023 11/1/2019 – 11/30/2019

$4,993.75 $2,142.88 $3,995.00 $2,142.88 $998.75 $0.00

2/20/2020 1024 12/1/2019 – 12/31/2019

$4,495.00 $28.00 $3,596.00 $28.00 $899.00 $0.00

6/29/2020 1389 1/1/2020 – 2/13/2020

$11,582.50 $40.15 $0.00 $0.00 $11,582.50 $40.15

Total $15,324.75 $40.15 Grand Total $15,364.90


3

COMPENSATION BY PROFESSIONAL

PES Holdings, LLC

TAX ADVISORY SERVICES GROUP, LLC

July 22, 2019 through December 31, 2019

Professional Title Rate Total Hours Total Fees

Oscar Garza Sr. Partner 350.00 1.25 437.50

Lindsay Grisell Senior Manager 200.00 102.00 $ 20,400.00

Rob Mandeville Senior Manager 200.00 51.00 10,200.00

Kerwin Ancero Manila Staff 65.00 91.50 5,947.50

Steve Moline Manager 175.00 3.50 612.50

Kim Wheeler Admin 40.00 1.25 50.00

Aaron Badeau Staff 150.00 7.50 1,125.00

Subtotal 258.00 $ 38,772.50

January 1, 2020 through February 13, 2020



Lindsay Grisell Senior Manager 250.00 40.00 10,000.00


Kerwin Ancero Manila Staff 65.00 1.50 97.50


Subtotal 48.25 $ 11,582.50


4

COMPENSATION BY PROJECT CATEGORY

PES Holdings, LLC



Billing Matter Total Hours Total Fees

TAX COMPLIANCE 183.25 $ 25,210.00

TAX ACCOUNT/LICENSE CLOSURES 110.00 21,895.00 FEE APPLICATION 13.00 3,250.00

Total 306.25 $ 50,355.00

Net Total Fees $ 50,355.00


6

Annexed hereto are the following schedules for compensation and reimbursement of expenses sought by Applicant for the Compensation Period:

Exhibit A – Summary of Time Detail by Task

Exhibit B – Summary of Time Detail by Professional

Exhibit C – Summary of Time Detail by Task by Professional

Exhibit D – Summary of Expense by Category


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

x

In re:

PES HOLDINGS, LLC, et al.,1

Debtors.

:::::::

Chapter 11

Case No. 19-11626 (LSS)

Jointly Administered

x

THIRD INTERIM AND FINAL FEE APPLICATION OF

TAX ADVISORY SERVICES GROUP, LLC FOR PAYMENT OF COMPENSATION AND REIMBURSEMENT

OF EXPENSES AS TAX ADVISOR TO THE DEBTORS FOR THE PERIOD FROM JULY 22, 2019 THROUGH FEBRUARY 13, 2020

Tax Advisory Services Group, LLC (“TASG” or the “Applicant”), tax

advisor to the above-captioned debtors and debtors in possession (collectively, the “Debtors”),

hereby submits its third interim and final application (the “Application”) for entry of an order pursuant

to section 331 of title 11 of the United States Code, 11 U.S.C. §§101 et seq, as amended (the

“Bankruptcy Code”) granting it monthly compensation and reimbursement of expenses for the

period from July 22, 2019 through February 13, 2020. In support hereof, TASG

respectfully represents as follows:

I. JURISDICTION, VENUE AND STATUTORY PREDICATES FOR RELIEF SOUGHT

1. The United States Bankruptcy Court for the District of Delaware (the

“Court”) has jurisdiction over this Application pursuant to 28 U.S.C. §1334. This is a core

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: PES Holdings, LLC (8157); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Energy Inc. (0661); PES Ultimate Holdings, LLC (6061); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors’ service address is: 1735 Market Street, Philadelphia, Pennsylvania 19103.


proceeding pursuant to 28 U.S.C. §157(b)(2)(A) and (B). Venue of this proceeding and this

Application is proper in this District pursuant to 28 U.S.C. §§1408 and 1409. The statutory

predicate for the relief sought herein is section 331 of the Bankruptcy Code.

II. BACKGROUND

2. On July 21, 2019 (the “Petition Date”), the Debtors each filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. The Debtors have continued in the

management of its businesses and operation of its properties pursuant to sections 1107(a) and 1108

of the Bankruptcy Code.

3. On September 17, 2019, this Court entered an Order [Docket No. 385]

approving the retention of TASG as tax advisor to the Debtors nunc pro tunc to the Petition Date.

4. On February 14, 2019, TASG entered their First Application for

Compensation [Docket No. 1009] requesting payment of compensation and reimbursement of

expenses for the period July 22, 2019 to July 31, 2019.

5. On February 19, 2019, TASG entered their Second Application for


expenses for the period August 1, 2019 to August 31, 2019.

6. On February 19, 2019, TASG entered their Third Application for


expenses for the period September 1, 2019 to September 30, 2019.

7. On February 19, 2020, TASG entered their Fourth Application for


expenses for the period October 1, 2019 to October 31, 2019.


8. On February 20, 2020, TASG entered their Fifth Application for


expenses for the period November 1, 2019 to November 30, 2019.

9. On February 20, 2020, TASG entered their Sixth Application for


expenses for the period December 1, 2019 to December 31, 2019.

10. On March 10, 2020, the Court entered the Certificate of No Objection

[Docket No. 1067] approving payment of 80% of the compensation and reimbursement of 100%

of the expenses for the period July 22, 2019 to July 31, 2019.



of the expenses for the period August 1, 2019 to August 31, 2019.



of the expenses for the period September 1, 2019 to September 30, 2019.



of the expenses for the period October 1, 2019 to October 31, 2019.



of the expenses for the period November 1, 2019 to November 30, 2019.




of the expenses for the period December 1, 2019 to December 31, 2019.

16. On June 29, 2020, TASG entered their Seventh Application for


expenses for the period January 1, 2020 to February 13, 2020.

17. On July 21, 2020, the Court entered the Certificate of No Objection [Docket

No. 1419] approving payment of 80% of the compensation and reimbursement of 100% of the

expenses for the period January 1, 2020 to February 13, 2020.

18. TASG has rendered services on behalf of the Debtors for the period from

July 22, 2019 through February 13, 2020 (the “Compensation Period”), totaling 306.25 hours of

professional time.

19. Attached hereto as Exhibit “A-C” is a full and detailed statement describing

the professional services rendered by each TASG professional during the Compensation Period.

To assist the Court in its review of the fees sought by Applicant, Applicant has separated its time

entries in Exhibit A into the following categories:

a. Tax Compliance - Assist the Debtors in the preparation and filing of the motor fuel

and sales tax Federal and State tax returns. The total fees sought under this category

for the Compensation Period are $25,210.00 (183.25 hours).

b. License Closures - Assist the Debtors' with closing State motor fuel and sales tax

licenses with the various taxing authorities. The total fees sought under this

category for the Compensation Period are $21,895.00 (110.00 hours).

c. Fee Application – Prepare the month and interim fee applications in accordance

with Court guidelines. The total fees sought under this category for the

Compensation Period are $3,250.00 (13.00 hours).


20. The total sum due to TASG for professional services rendered on behalf of

the Debtors for the Compensation Period is $50,355.00. TASG submits that the professional

services it rendered on behalf of the Debtors during this time were reasonable and necessary.

21. TASG accordingly seeks payment of the sum of $18,711.25 in fees and

$2,416.07 expenses, for a total of $21,127.32.

22. The undersigned hereby attests that he has reviewed the requirements of

Rule 2016-2 and this Application conforms to such requirements.

WHEREFORE, TASG hereby requests: (i) allowance of compensation for necessary and

valuable professional services rendered to the Debtors in the sum of $50,355.00 and

reimbursement of actual and necessary expenses incurred in the sum of $2,456.22 for the period

from July 22, 2019 through February 13, 2020; (ii) payment in the amount of $15,364.90

representing the 20% holdback for the period October 1, 2019 through December 31, 2019 and

100% for the period January 1, 2020 through February 13, 2020; and (iii) such other relief as this

Court deems just and proper.

Dated: August 12, 2020 Houston, TX Respectfully submitted,


_/s/ Oscar L. Garza Oscar L. Garza Senior Partner TAX ADVISORY SERVICES GROUP, LLC 1 Greenway Plaza, Suite 330 Houston, TX 77046 Telephone: 713.893.0693


Facsimile: 713.572.1997 [email protected]

Tax Advisor to the Debtors and Debtors in Possession


DOCS_DE:227464.8

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) PES HOLDINGS, LLC, et al.,1 ) Case No. 19-11626 (LSS) ) Debtors. ) (Jointly Administered) )

) Hearing Date: September 15, 2020 at 2:00 p.m. (ET)

) Objection Deadline: September 2, 2020 at 4:00 p.m. (ET)

NOTICE OF FILING OF THIRD INTERIM AND FINAL FEE APPLICATION OF TAX ADVISORY SERVICES GROUP, LLC FOR PAYMENT OF COMPENSATION AND

REIMBURSEMENT OF EXPENSES AS TAX ADVISOR TO THE DEBTORS FOR THE PERIOD FROM JULY 22, 2019 THROUGH FEBRUARY 13, 2020

PLEASE TAKE NOTICE that Tax Advisory Services Group, LLC, tax advisor for the

above-captioned debtors and debtors in possession (collectively, the “Debtors”), filed and served

the attached Third Interim and Final Fee Application of Tax Advisory Services Group, LLC for

Payment of Compensation and Reimbursement of Expenses as Tax Advisor to the Debtors for the

Period From July 22, 2019 Through February 13, 2020 (the “Application”) seeking

compensation for the reasonable and necessary services rendered to the Debtors in the amount of

$50,355.00, and reimbursement for actual and necessary expenses in the amount of $2,456.22.

PLEASE TAKE FURTHER NOTICE that any objection or response to the

Application must be made in writing, and be filed with the United States Bankruptcy Court for

the District of Delaware (the “Bankruptcy Court”), 824 North Market Street, 3rd Floor,

Wilmington, Delaware 19801, on or before September 2, 2020 at 4:00 p.m. prevailing Eastern

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

number, are: PES Holdings, LLC (8157); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Energy Inc. (0661); PES Intermediate, LLC (0074); PES Ultimate Holdings, LLC (6061); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors’ service address is: 1735 Market Street, Philadelphia, Pennsylvania 19103.

Case 19-11626-LSS Doc 1460-1 Filed 08/12/20 Page 1 of 3

2 DOCS_DE:227464.8

The Application is submitted pursuant to the Order (I) Establishing Procedures for

Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II)

Granting Related Relief [Docket No. 215] (the “Interim Compensation Order”).

PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a

copy of the response or objection upon: (i) the Debtors, PES Holdings, LLC, 1735 Market Street,

Philadelphia, Pennsylvania 19103, Attn: John B. McShane; (ii) counsel to the Debtors, Kirkland

& Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Steven N. Serajeddini

and Matthew C. Fagen; (iii) co-counsel to the Debtors, Pachulski Stang Ziehl & Jones LLP, 919

North Market Street, 17th Floor, P.O. Box 8705, Wilmington, Delaware 19899-8705 (Courier

19801), Attn: Laura Davis Jones; (iv) counsel to ICBC Standard Bank Plc, Weil, Gotshal &

Manges LLP - 767 Fifth Avenue, New York, NY 10153-0119. Attn: David N. Griffiths and

Bryan R. Podzius; (v) counsel to the lenders under the Debtors’ prepetition first lien term loan

facility, Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017,

Attn: Damian S. Schaible and Aryeh Ethan Falk; (vi) the Office of the U.S. Trustee for the

District of Delaware (the “U.S. Trustee”), 844 King Street, Suite 2207, Lockbox 35, Wilmington,

DE 19801, Attn: David L. Buchbinder; (vii) counsel to the official committee of unsecured

creditors, Brown Rudnick LLP – Seven Times Square, New York, NY 10036. Attn: Robert J.

Stark and Max D. Schlan; and (viii) any party that has requested notice pursuant to Bankruptcy

Rule 2002 (collectively, the “Application Recipients”).

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE


3 DOCS_DE:227464.8

RELIEF SOUGHT IN THE APPLICATION WILL BE HELD ON SEPTEMBER 15, 2020 AT

2:00 P.M. PREVAILING EASTERN TIME BEFORE THE HONORABLE LAURIE

SELBER SILVERSTEIN, UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED

STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET

STREET, 6TH FLOOR, COURTROOM NO. 2, WILMINGTON, DELAWARE 19801.

Dated: August 12, 2020 /s/ Peter J. Keane Wilmington, Delaware Laura Davis Jones (DE Bar No. 2436) James E. O’Neill (DE Bar No. 4042) Peter J. Keane (DE Bar No. 5503) PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: [email protected] [email protected] [email protected] - and -

Edward O. Sassower, P.C. Steven N. Serajeddini (admitted pro hac vice) Matthew C. Fagen (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

Email: [email protected] [email protected] [email protected]

Co-Counsel to the Debtors and Debtors in Possession


EXHIBIT A

Summary of Time Detail by Task


PES Holdings, LLC Tax Advisory Services Group, LLC


Billing Matter Total Hours Total Fees

TAX COMPLIANCE 183.25 $ 25,210.00

TAX ACCOUNT/LICENSE CLOSURES 110.00 21,895.00 FEE APPLICATION 13.00 3,250.00

Total 306.25 $ 50,355.00


EXHIBIT B

Summary of Time Detail by Professional


PES Holdings, LLC Tax Advisory Services Group, LLC July 22, 2019 through February 13, 2020

July 22, 2019 through December 31, 2019



Lindsay Grisell Senior Manager 200.00 102.00 $ 20,400.00


Kerwin Ancero Manila Staff 65.00 91.50 5,947.50

Steve Moline Manager 175.00 3.50 612.50


Aaron Badeau Staff 150.00 7.50 1,125.00

Subtotal 258.00 $ 38,772.50

January 1, 2020 through February 13, 2020



Lindsay Grisell Senior Manager 250.00 40.00 10,000.00


Kerwin Ancero Manila Staff 65.00 1.50 97.50


Subtotal 48.25 $ 11,582.50


EXHIBIT C

Summary of Time Detail by Task by Professional


PES Holdings, LLC

Tax Advisory Services Group, LLC


Fee Application

Page 1 of 1 Exhibit C

TAX COMPLIANCE Assist the Debtors in the preparation and filing of the motor fuel and sales tax Federal and State tax returns.

Professional Hours Total Fees

Lindsay Grisell 46.00 9,350.00

Robert Mandeville 43.50 8,812.50

Kerwin Ancero 80.00 5,200.00

Steve Moline 3.50 612.50

Kim Wheeler 2.75 110.00

Aaron Badeau 7.50 1,125.00

Subtotal 183.25 $ 25,210.00

Average Hourly Rate $ 137.57

TAX ACCOUNT/LICENSE CLOSURES Assist the Debtors' with closing State motor fuel and sales tax licenses with the various taxing authorities.


Lindsay Grisell 83.00 17,800.00

Robert Mandeville 12.00 2,512.50

Kerwin Ancero 13.75 1,145.00

Oscar Garza 1.25 437.50

Subtotal 110.00 $ 21,895.00


FEE APPLICATION Prepare the month and interim fee applications in accordance with Court guidelines


Lindsay Grisell 13.00 $ 3,250.00

Subtotal 13.00 $ 3,250.00



EXHIBIT D

Summary of Expense by Category


EXPENSE SUMMARY

PES Holdings, LLC



Expense Category Total of Expenses Compliance - Postage for Mailing Returns $349.34

Compliance – TASG Paid PA Liquid Fuel Tax Liability on PES’s behalf $2,055.69 Compliance – PA’s Processing Fee for Payment for Above $51.19 Grand Total $2,456.22


Documents

Case 19-11626-LSS Doc 1460 Filed 08/12/20 Page 1 of 11 · Case 19-11626-LSS Doc 1460-3 Filed 08/12/20 Page 2 of 2. EXHIBIT C Summary of Time Detail by Task by Professional Case 19-11626-LSS