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1- in the United States Bankruptcy Court for The Case 15-10054-CSS Doc 105 Filed 02/20/15 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Suntech America, Inc., et al., 1 Case No. 15-10054 (CSS) Debtors. Jointly Administered Hearing Date: March 17, 2015 at 10:00 a.m. (ET) Objection Deadline: March 10, 2015 at 4:00 p.m. (ET) APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN AND EMPLOY SHEPPARD MULLIN RICHTER & HAMPTON LLP, AS LEAD COUNSEL, NUNC PRO TUNC TO JANUARY 22, 2015 The Official Committee of Unsecured Creditors (the “Committee”) of Suntech America, Inc. and Suntech Arizona, Inc. (collectively, the “Debtors”), submits this application (the “Application”) for entry of an order pursuant to sections 105, 328(a) and 1103 of title 11 of the United States Code (11 U.S.C. §§ 101 et. seq. as amended, the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”) authorizing the Committee to retain Sheppard Mullin Richter & Hampton LLP (“Sheppard Mullin”) as its lead counsel in the Debtors’ chapter 11 cases, nunc pro tunc to January 22, 2015. In support of this Application, the Committee respectfully states as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. This 1 The Debtors in these Chapter 11 Cases, along with the last four digits of the Debtors’ federal tax identification numbers, are Suntech America, Inc. (9235) and Suntech Arizona, Inc. (0353). The Debtors’ mailing address is 501 Second Street, Suite 575, San Francisco, CA 94107. -1- Case 15-10054-CSS Doc 105 Filed 02/20/15 Page 2 of 10 matter is a core proceeding pursuant to 28 U.S.C. § 157(b). The statutory and rule predicates for the relief requested herein are Bankruptcy Code sections 328(a) and 1103(a), Bankruptcy Rule 2014, and Local Rule 2014-1.2 BACKGROUND 2. On January 12, 2015 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. On January 13, 2015, the Court entered an order providing for the joint administration of the Debtors’ chapter 11 cases for procedural purposes only pursuant to Bankruptcy Rule 1015. 3. On January 22, 2015, pursuant to Bankruptcy Code section 1102, the United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed the Committee. The Committee is currently comprised of the following three members: (i) Gintech Energy Corp.; (ii) Wuxi Suntech Power Co., Ltd.; and (iii) The Solyndra Residual Trust. 4. Also on January 22, 2015 (the “Retention Date”), pursuant to Bankruptcy Code section 1103(a), the Committee selected Sheppard Mullin to serve as lead counsel to the Committee and Pepper Hamilton LLP (“Pepper Hamilton”) to serve as its Delaware counsel.3 RELIEF REQUESTED 5. By this application, the Committee respectfully requests that this Court enter an order authorizing the Committee to employ and retain Sheppard Mullin, as its lead counsel, pursuant to Bankruptcy Code sections 105, 328(a) and 1103(a), effective as of the Retention Date. 2 Pursuant to Local Rule 9013(f), the Committee hereby consents to the entry of final orders or judgments by the Court if it is determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the Unites States Constitution. 3 An application of the Committee to retain and employ local Delaware counsel, Pepper Hamilton, has been filed simultaneously herewith. -2- Case 15-10054-CSS Doc 105 Filed 02/20/15 Page 3 of 10 QUALIFICATIONS 6. The Committee seeks to retain Sheppard Mullin because of the firm’s experience and knowledge in the field of debtor and creditor rights and business reorganizations under chapter 11 of the Bankruptcy Code. The Committee believes that Sheppard Mullin and its attorneys are particularly well suited for the type of representation required by the Committee because of their substantial experience appearing before courts in this District and their substantial experience representing committees and creditors in complex bankruptcy cases. 7. Accordingly, the Committee has determined that Sheppard Mullin and its attorneys have the resources and experience necessary to deal effectively with many of the potential legal issues that may arise in the context of the Debtors' chapter 11 cases. The Committee believes that Sheppard Mullin’s employment is in the best interest of the Committee and its constituents. Thus, the Committee desires that Sheppard Mullin represent them as lead counsel in connection with these cases. COMPLIANCE WITH UST GUIDELINES 8. As required by the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013 (the “UST Guidelines”), Sheppard Mullin responds to the questions set forth in Section D of the UST Guidelines as follows: a. Sheppard Mullin did not agree to a variation of its standard or customary billing arrangement for this engagement; b. None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; c. Sheppard Mullin did not represent the Committee prior to the Petition Date; and -3- Case 15-10054-CSS Doc 105 Filed 02/20/15 Page 4 of 10 d. Sheppard Mullin intends to negotiate an acceptable budget with the Committee. The Committee has approved Sheppard Mullin’s proposed rates and staffing plan (as described more fully below). SCOPE OF EMPLOYMENT 9. The Committee respectfully submits that it will be necessary to employ and retain Sheppard Mullin as its lead counsel to provide, among other things, the following assistance in coordination with the Committee’s local Delaware counsel: a. Advise the Committee with respect to its rights, duties and powers in these cases; b. Assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases; c. Attend meetings and negotiate with representatives of the Debtors and other parties in interest; d. Assist the Committee in analyzing the claims of the Debtors’ creditors and the Debtors’ capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; e. Assist the Committee’s investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors’ business; f. Assist the Committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a disclosure statement and plan of reorganization or liquidation for the Debtors; g. Assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these cases; h. Represent the Committee at all hearings and other proceedings; i. Review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court; j. Negotiate with the key constituents in furtherance of the development of a chapter 11 liquidating plan, either co-sponsored, supported or not supported by the Debtors; k. Assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee’s interests and objectives; and -4- Case 15-10054-CSS Doc 105 Filed 02/20/15 Page 5 of 10 l. Perform such other legal services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties as set forth in the Bankruptcy Code. 10. Sheppard Mullin intends to work closely with Pepper Hamilton to ensure that there is no unnecessary duplication of services performed or charged to the Debtors’ estates in connection with representation of the Committee. SHEPPARD MULLIN DISINTERESTEDNESS 11. Upon information and belief, and except to the extent set forth in the Affidavit of Craig A. Wolfe in Support of the Application (the “Wolfe Affidavit”), Sheppard Mullin does not represent and does not hold any interest adverse to the Debtors’ estates or their creditors in the matters upon which Sheppard Mullin is to be engaged. However, Sheppard Mullin is a large firm with a national practice and does represent and has represented, certain of the Debtors’ creditors or other parties-in-interest in matters unrelated to these cases as set forth in Wolfe Affidavit filed concurrently herewith. Specifically, and as disclosed further in the Wolfe Affidavit, Sheppard Mullin represented (1) Suntech America, Inc. approximately four years ago in a limited capacity, which engagement lasted approximately one year and resulted in total fees and expenses paid, in full, in the amount of less than $106,000; and (2) Wuxi Suntech Power Co., Ltd. (“Wuxi”), a creditor of both of the Debtors and the chair of the Committee, which representation resulted in fees and expenses of less than $37,000 having been fully paid, and which representation included (i) advice on information requests made of Wuxi, (ii) general corporate advice, and (iii) the general status of and public filings in connection with the insolvency proceedings of the Debtors and its affiliated entities. Additional “connections” to other creditors, potential stakeholders and parties in interest are disclosed in the Wolfe Affidavit.
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