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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Solyndra LLC, et al.

, 1 ) Chapter 11
)

) Case No.: 11-12799 (MFW)


)

Debtors.

) (Jointly Administered) )

APPLICATION OF THE DEBTORS PURSUANT TO SECTION 327(e) OF THE BANKRUPTCY CODE, RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND LOCAL RULE 2014-1 FOR AUTHORIZATION TO EMPLOY AND RETAIN McDERMOTT WILL & EMERY AS SPECIAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNCTO THE PETITION DATE

The above-captioned debtors and debtors in possession (collectively, the "Debtors") hereby seek entry of an order pursuant to section 327(e) of title 11 of the United States Code (the "Bankruptcy Code"), Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 2014-1 of the Local Rules of the United States Bankruptcy Court for the District of Delaware (the "Local Rules" or "Del. Bankr. LR") authorizing the Debtors retention and employment of McDermott Will & Emery ("McDermott" or the "Firm") as counsel for the Debtors nunc pro tunc to the Petition Date (the "Application"). In support of the Application, the Debtors rely on (i) the Statement Under Rule 2016 of the Federal Rules of Bankruptcy Procedure and Section 329 of the Bankruptcy Code, and (ii) the Affidavit of David D. Ransom in Support ofApplication of the Debtors Pursuant to Section 32 7(e) of the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure and
The Debtors in these proceedings and the last four digits of each Debtors federal taxpayer identification number are as follows: Solyndra LLC (9771) and 360 Degree Solar Holdings, Inc. (5583). The Debtors address is 47488 Kato Road, Fremont, CA 94538.

Local Rule 2014-1 for Authorization to Employ and Retain McDermott Will & Emery as Special Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date (the "Ransom Affidavit"), which are being submitted concurrently with the Application. In support of this Application, the Debtors respectfully represent as follows:
JiiriIhtinn

1.

This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. 2. The statutory bases for the relief sought herein are sections 327(e), 330

and 331 of the Bankruptcy code and Bankruptcy Rule 2014(a). Background 3. On September 6, 2011 (the "Petition Date"), the Debtors commenced

these cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. 4. The factual background relating to the Debtors, including their current and

historical business operations and the events precipitating their chapter 11 filings, are set forth in detail in the Declaration of W G. Bill Stover, Jr., Senior Vice President and Chief Financial Officer, in Support of First Day Motions (the "Stover Declaration") filed concurrently with this Application and incorporated herein by reference. 2 5. Although the Debtors manufacturing operations have been discontinued

while the company evaluates its restructuring options, the Debtors are continuing in possession

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Stover Declaration.

of their property and are managing their business as debtors in possession, pursuant to sections 1107 and 1108 of the Bankruptcy Code. 6. No request has been made for the appointment of a trustee or an examiner

in this case, and no official committee has yet been appointed by the Office of the United States Trustee. Relief Requested 7. By this Application, the Debtors seek to employ and retain McDermott as

their special counsel with regard to governmental investigations of the Debtors and hearings in connection with those investigations, and litigation and proceedings involving the Debtors related to such investigations and hearings. Accordingly, the Debtors respectfully request the entry of an order pursuant to section 327(e) of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule 2014-1 authorizing them to employ and retain McDermott as their special counsel under a general retainer to perform the legal services that will be necessary during these chapter 11 cases, pursuant to the terms set forth in this Application and the Ransom Affidavit, nunc pro tunc to the Petition Date. 8. The Debtors seek to retain McDermott as their special counsel because of

the Firms extensive experience and knowledge in areas in which the Firm will be engaged. In preparing for its representation of the Debtors in these cases, McDermott has become familiar with the present investigations and the Debtors businesses and affairs and many of the potential legal issues that may arise in the context of those investigations and potential litigation.

9.

Subject to Court approval in accordance with section 330(a) of the

Bankruptcy Code, compensation will be payable to McDermott on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by McDermott. The principal attorneys and paralegals presently designated to represent the Debtors and their current standard hourly rates are: a. b.
C.

William F. Weld Stephen M. Ryan David D. Ransom Gene Litvinoff Jon P. Decker

$825.00 $775.00 $525.00 $525.00 $425.00

d. e. 10.

The hourly rates set forth above are subject to periodic adjustments to

reflect economic and other conditions. Other attorneys and paralegals may from time to time serve the Debtors in connection with the matters described herein. 11. The hourly rates set forth above are McDermotts standard hourly rates for

work of this nature. These rates are set at a level designed to fairly compensate McDermott for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is McDermotts policy to charge its clients in all areas of practice for all other expenses incurred in connection with the clients case. The expenses charged to clients include, among other things, conference call charges, mail and express mail charges, special or hand delivery charges, document retrieval charges, photocopying charges, charges for mailing supplies (including, without limitation, envelopes and labels) provided by McDermott to outside copying services for

use in mass mailings, travel expenses, expenses for "working meals," computerized research, and transcription costs, as well as non-ordinary overhead expenses such as secretarial and other overtime. McDermott will charge the Debtors for these expenses in a manner and at rates consistent with charges made generally to McDermotts other clients. McDermott believes that it is fairer to charge these expenses to the clients incurring them than to increase the hourly rates and spread the expenses among all clients. 12. The professional services that McDermott will render to the Debtors

include, but shall not be limited to, the following: a. providing legal advice to the Debtors with respect to

governmental investigations of the Debtors and hearings in connection with those investigations, and litigation and proceedings against the Debtors related to such investigations and hearings; b. preparing on behalf of the Debtors necessary reports, applications,

motions, answers, orders, and other legal papers;


C.

appearing at hearings related to any such investigations, litigation

or proceedings; and d. such other services as may be specifically directed by the Debtors

that may be necessary and proper with respect to any such investigations, litigation or proceedings. 13. McDermott represented the Debtors as special counsel prior to the Petition

Date. To the best of the Debtors knowledge, except as otherwise disclosed in the Ransom

Affidavit submitted concurrently herewith, McDermott has not represented the Debtors creditors, equity security holders, or any other parties in interest, or their respective attorneys, in any matter relating to the Debtors or their estates. 14. To the best of the Debtors knowledge, McDermott does not hold or

represent any interest adverse to the Debtors estates, McDermott is a "disinterested person" as that phrase is defined in section 101(14) of the Bankruptcy Code, and McDermotts employment is necessary and in the best interests of the Debtors and their estates. 15. McDermott has received payments from the Debtors during the year prior

to the Petition Date in the amount of $23,829.60 in connection with its prepetition representation of the Debtors. McDermott will waive any amounts that it is owed by the Debtors for prepetition services provided to the Debtors. 16. The Debtors understand that McDermott hereafter intends to apply to the

Court for allowances of compensation and reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and orders of this Court for all services performed and expenses incurred after the Petition Date. 17. The Debtors, subject to the provisions of the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules and further orders of this Court, propose to pay McDermott its customary hourly rates for services rendered that are in effect from time to time, as set forth in the Ransom Affidavit, and to reimburse McDermott according to its customary reimbursement policies, and submit that such rates are reasonable.

Notice 18. Notice of this Motion has been or will be given to the following parties or,

in lieu thereof, to their counsel, if known: (i) the Office of the United States Trustee; and (ii) the Debtors prepetition lenders; (iii) the creditors listed in the Consolidated List of Creditors Holding 35 Largest Unsecured Claims; and (iv) those persons who have requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. No Prior Request 19. No prior request for the relief sought in this Motion has been made to this

Court or any other court. WHEREFORE, the Debtors respectfully request that the Court grant the Application in all respects, and grant such other and further relief it deems just and proper. Dated: September ", 2011 PACHULSKI STANG ZIEHL & JONES LLP

Richard M. Pachuiski (CA Bar No. 90073) Debra I. Grassgreen (CA Bar No. 169978) Bruce Grohsgal (DE Bar No. 3583) Joshua M. Fried (CA Bar No. 18154 1) 919 North Market Street, l7" Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 rpachulski@pszjlaw.com E-mail: dgrassgreen@pszjlaw.com bgrohsgal@pszjlaw.com jfried@pszjlaw.com [Proposed] Counsel for the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Solyndra LLC, et al. , ) Chapter 11 ) Case No.: 11-12799 (MFW)
) )

(Jointly Administered)

Debtors.

STATEMENT UNDER RULE 2016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND SECTION 329 OF THE BANKRUPTCY CODE
McDermott Will & Emery ("McDermott") pursuant to Rule 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and section 329 of chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"), states that the undersigned is counsel to the above-captioned debtors and debtors in possession (the "Debtors") in these cases. 2. Compensation agreed to be paid by the Debtors to McDermott is for legal

services to be rendered in connection with these cases. The Debtors have agreed to pay McDermott for the legal services rendered or to be rendered by its various attorneys, paralegals, and case management assistants in connection with these cases on the Debtors behalf. The Debtors also have agreed to reimburse McDermott for its actual and necessary expenses incurred in connection with these cases. 3. McDermott has received payments from the Debtors during the year prior

to the Petition Date in the amount of $23,829.60 in connection with the preparation of initial

The Debtors in these proceedings and the last four digits of each Debtors federal taxpayer identification number are as follows: Solyndra LLC (9771) and 360 Degree Solar Holdings, Inc. (5583). The Debtors address is 47488 Kato Road, Fremont, CA 94538.

documents and its prepetition representation of the Debtors. McDermott will waive any amounts that it is owed by the Debtors for prepetition services provided to the Debtors. 4. McDermott will seek approval of payment of compensation upon the

filing of appropriate applications for allowance of interim or final compensation pursuant to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of the United States Bankruptcy Court for the District of Delaware, and orders of this Court. 5. The services to be rendered include all those services set forth in the

Application of the Debtors for an Order Pursuant to Section 32 7(e) of the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 Authorizing the Employment and Retention of McDermott Will & Emery as Special Counsel to the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date, submitted concurrently herewith.
6. McDermott further states that it has neither shared nor agreed to share

(a) any compensation it has received or may receive with another party or person, other than with the partners, of counsel, and associates of McDermott, or (b) any compensation another person or party has received or may have received. Dated: September /0l 1 WDERMOTT WILL & EMERY

David D. Ransom (DC Bar No. 986913) 600 13 th Street, N.W. Washington, D.C.20005-3096 Telephone: 202-756-8089 Facsimile: 202-756-8087 E-mail: dransom@mwe.com [Proposed] Special Counsel for the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SolyndraLLC,etal., 1 ) Chapter 11
)

) CaseNo.: 11-12799( )
)

Debtors.

) (Jointly Administered) )

AFFIDAVIT OF DAVID D. RANSOM IN SUPPORT OF APPLICATION OF THE DEBTORS PURSUANT TO SECTION 327(e) OF THE BANKRUPTCY CODE, RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND LOCAL RULE 2014-1 FOR AUTHORIZATION TO EMPLOY AND RETAIN McDERMOTT WILL & EMERY AS SPECIAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNCTO THE PETITION DATE DAVID D. RANSOM, ESQUIRE, being duly sworn, deposes and says: I am a partner in the firm of McDermott Will & Emery ("McDermott" or the "Firm"), located at 600 13th Street, N.W., Washington, D.C. 20005-3096, and have been duly admitted to practice law in the District of Columbia. This Affidavit is submitted in support of the Application of the Debtors Pursuant to Section 327(e) of the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 for Authorization to Employ and Retain McDermott Will & Emery as Special Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date (the "Application"), which is being submitted concurrently herewith.

The Debtors in these proceedings and the last four digits of each Debtors federal taxpayer identification number are as follows: Solyndra LLC (9771) and 360 Degree Solar Holdings, Inc. (5583). The Debtors address is 47488 Kato Road, Fremont, CA 94538.

2.

The Firm consists of approximately 1,100 attorneys with a general

practice. The Firms attorneys have extensive experience representing clients in the areas in which it is proposed to be engaged. 3. Neither I, the Firm, nor any partner, of counsel or associate thereof,

insofar as I have been able to ascertain, has any connection with the above-captioned debtors (collectively, the "Debtors"), their creditors or any other parties in interest herein, or their respective attorneys, except as set forth below. 4. McDermott was employed by the Debtors prepetition with respect to

responding to Congressional investigations. 5. McDermott has no current conflicts of interest in this case, as it does not

represent any creditors in the instant case. McDermott does, however, have current client relationships with the following creditors in matters unrelated to this case: Pacific Gas & Electric Howard Hughes Medical Center AMP Private Capital AMCOR Dow Corning CMEA Ventures Energy Future Holdings and First Data Corp., subsidiaries of KKR & Co. HSH Nordbank Plainfield Asset Management

6.

McDermott has worked with many professionals, sometimes representing

the same clients, clients with similar interests and clients with adverse interests in cases and may have worked with other professionals to be employed by the Debtors in these Cases. McDermott will work cooperatively with such professionals on behalf of the Debtors. McDermott has assured the Debtors that it will work closely with any such professionals to take care not to duplicate efforts in these Cases. 7. McDermott and certain of its partners, of counsel and associates may have

in the past represented, and may currently represent and likely in the future will represent creditors of the Debtors in connection with matters unrelated to the Debtors and these cases. McDermott will be in a position to identify with specificity any such persons or entities when lists of all creditors of the Debtors have been reviewed and will make any further disclosures as may be appropriate at that time. 8. McDermott is a "disinterested person" as that term is defined in

section 101(14) of title 11 of the United States Code (the "Bankruptcy Code") in that McDermott, its partners, of counsel and associates: a. Debtors; b. are not and were not, within 2 years before the date of the filing of are not creditors, equity security holders or insiders of the

the petitions, a director, officer or employee of the Debtors; and

C.

do not have an interest materially adverse to the interest of the

estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. 9. To the best of my knowledge, neither I, nor any partner, of counsel or

associate of McDermott, insofar as I have been able to ascertain, has any connection with the U.S. Trustee or any person employed in the office of the U.S. Trustee or any Bankruptcy Judge currently serving on the United States Bankruptcy Court for the District of Delaware. 10. McDermott has received payments from the Debtors during the year prior

to the Petition Date in the amount of $23,829.60 in connection with its prepetition representation of the Debtors. McDermott will waive any amounts that it is owed by the Debtors for prepetition services provided to the Debtors. 11. McDermott intends to apply for compensation for professional services

rendered in connection with these chapter 11 cases, subject to approval of this Court and in compliance with applicable provisions of the Bankruptcy Code, on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by the Firm. The principal attorneys and paralegals designated to represent the Debtors and their current standard hourly rates are: a. b.
C.

William F. Weld Stephen M. Ryan David D. Ransom Gene Litvinoff

$825.00 $775.00 $525.00 $525.00

d.

Jon P. Decker 12.

$425.00

The hourly rates set forth above are subject to periodic adjustments to

reflect economic and other conditions. Other attorneys and paralegals may from time to time serve the Debtors in connection with the matters herein described. 13. The hourly rates set forth above are the Firms standard hourly rates for

work of this nature. These rates are set at a level designed to fairly compensate the Firm for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is the Firms policy to charge its clients in all areas of practice for all other expenses incurred in connection with the clients case. The expenses charged to clients include, among other things, conference call and telecopier toll and other charges, mail and express mail charges, special or hand delivery charges, document retrieval charges, photocopying charges, charges for mailing supplies (including, without limitation, envelopes and labels) provided by the Firm to outside copying services for use in mass mailings, travel expenses, expenses for "working meals," transcription costs, as well as non-ordinary overhead expenses such as secretarial and other overtime. The Firm will charge the Debtors for these expenses in a manner and at rates consistent with charges made generally to the Firms other clients. The Firm believes that it is fairer to charge these expenses to the clients incurring them than to increase the hourly rates and spread the expenses among all clients. 14. No promises have been received by the Firm or by any partner, of

counsel or associate thereof as to compensation in connection with this case other than in accordance with the provisions of the Bankruptcy Code. The Firm has no agreement with any

other entity to share with such entity any compensation received by the Firm in connection with these chapter 11 cases, except among the partners, of counsel and associates of the Firm.

Dated: September

/-

2011

Cio- ~ a/ IF,t-

David D. Ransom

SWORN TO AND SUBSCRIBED before me this I S day of September, 2011

JarnmL Notary Public

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Solyndra LLC, et al., ) Chapter 11
)

)
)

Case No.: 11-12799 (MFW)

Debtors.

) (Jointly Administered) ) Related Docket No. -

ORDER UNDER SECTION 327(e) OF THE BANKRUPTCY CODE AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND LOCAL RULE 2014-1 AUTHORIZING THE EMPLOYMENT AND RETENTION OF McDERMOTT WILL & EMERY AS SPECIAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE Upon the application (the "Application") 2 of the above-captioned debtors and debtors in possession (collectively, the "Debtors"), seeking authorization to employ and retain McDermott Will & Emery ("McDermott" or the "Firm") as special counsel for the Debtors; and upon (i) the Statement Under Rule 2016 of the Federal Rules of Bankruptcy Procedure and Section 329 of the Bankruptcy Code (the "Statement"), and (ii) the Affidavit of David D. Ransom in Support ofApplication of the Debtors Pursuant to Section 32 7(e) of the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 for Authorization to Employ and Retain McDermott Will & Emery as Special Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date (the "Ransom Affidavit"), which were submitted concurrently with the Application; and the Court being

The Debtors in these proceedings and the last four digits of each Debtors federal taxpayer identification number are as follows: Solyndra LLC (9771) and 360 Degree Solar Holdings, Inc. (5583). The Debtors address is 47488 Kato Road, Fremont, CA 94538. 2 Capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Application.

satisfied, based on the representations made in the Application, the Statement and the Ransom Affidavit that McDermott represents or holds no interest adverse to the Debtors or the Debtors estates with respect to the matters upon which it is to be engaged, and is disinterested as that term is defined under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and that the employment of McDermott is necessary and in the best interests of the Debtors and the Debtors estates; and it appearing that the Court has jurisdiction to consider the Application; and it appearing that due notice of the Application has been given and no further notice need be given; and upon the proceedings before the Court; and after due deliberation and good and sufficient cause appearing; it is ORDERED that the Application is granted; and it is further ORDERED that pursuant to section 327(e) of the Bankruptcy Code, the Debtors are authorized to employ and retain the Firm as special counsel for the purposes set forth in the Application, effective nunc pro tunc to the Petition Date, on the terms set forth in the Application, the Statement and the Ransom Affidavit; and it is further ORDERED that the Firm shall file applications and be compensated in accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and such other procedures as may be fixed by order of this Court.

Dated: September

, 2011 The Honorable Mary F. Walrath United States Bankruptcy Judge