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Exhibit B
Kreller Declaration
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Case 16-10283-LSS
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
_______________________________________________
)
In re:
)
Chapter 11
)
OUTER HARBOR TERMINAL, LLC,1
)
Case No. 16-10283 (LSS)
)
Debtor.
)
)
)
_______________________________________________ )
DECLARATION OF THOMAS R. KRELLER
IN SUPPORT OF THE DEBTOR’S APPLICATION
FOR ENTRY OF ORDER AUTHORIZING RETENTION AND
EMPLOYMENT OF MILBANK, TWEED, HADLEY & MCCLOY LLP AS
ATTORNEYS FOR THE DEBTOR NUNC PRO TUNC TO PETITION DATE
I, Thomas R. Kreller, being duly sworn, state the following under penalty of perjury:
1.
I am a partner in the Financial Restructuring Group of the firm Milbank, Tweed,
Hadley & McCloy
LLP
(“Milbank”), proposed counsel to Outer Harbor Terminal, LLC, the
debtor and debtor in possession (the “Debtor”) in the above-captioned chapter 11 case (the
“Chapter 11 Case”).
2.
I submit this declaration (the “Declaration”) in support of the Debtor’s
Application for Entry of Order Authorizing Retention and Employment of Milbank, Tweed,
Hadley & McCloy LLP as Attorneys for the Debtor Nunc Pro Tunc to the Petition Date (the
“Application”).2 Except as otherwise noted, I have personal knowledge of the matters set forth
herein.3
1
The last four digits of the Debtor’s federal tax identification number are 2070. The Debtor’s principal place of
business is located at 1599 Maritime Street, Oakland, CA 94607.
2
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.
3
Certain of the disclosures set forth herein relate to matters not within my personal knowledge but rather within
the knowledge of other attorneys and employees at Milbank and are based on information provided to me by
them.
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Milbank’s Qualifications
3.
Milbank is particularly well-suited for the type of representation required by the
Debtor. Milbank is one of the largest law firms in the United States, with a national and
international practice, and has experience in all aspects of the law that may arise in the
Chapter 11 Case, including, among others, bankruptcy and restructuring, corporate, finance,
securities, tax and litigation. As a result, I believe that Milbank is both well-qualified and
uniquely able to represent the Debtor in this Chapter 11 Case in an efficient and timely manner.
4.
Milbank has practiced in insolvency and bankruptcy for more than 50 years.
Milbank’s Financial Restructuring Group currently comprises more than 50 attorneys practicing
worldwide. Milbank has been actively involved in many of the most significant restructurings
and has represented debtors in many large chapter 11 cases, including, among others: In re
Northshore Mainland Servs., Inc., Case No. 15-11402 (KJC) (Bankr. D. Del. June 29, 2015); In
re Frederick’s of Hollywood, Inc., Case No. 15-10836 (KG) (Bankr. D. Del. Apr. 19, 2015); In
re Eagle Bulk Shipping Inc., Case No. 14-12303 (SHL) (Bankr. S.D.N.Y. Aug. 6, 2014); In re
MACH Gen, LLC, Case No. 14-10461 (MFW) (Bankr D. Del. Mar. 3, 2014); In re LightSquared
Inc., Case No. 12-12080 (SCC) (Bankr. S.D.N.Y. May 14, 2012); In re Real Mex Rests., Inc.,
Case No. 11-13122 (BLS) (Bankr. D. Del. Oct. 4, 2011); In re PCAA Parent, LLC, Case No. 1010250 (MFW) (Bankr. D. Del. Jan. 28, 2010); In re Tubo de Pastejé, S.A. de C.V., Case No. 0914353 (KJC) (Bankr. D. Del. Dec. 8, 2009); In re ProtoStar Ltd., Case No. 09-12659 (MFW)
(Bankr. D. Del. July 29, 2009); In re Station Casinos, Inc., Case No. 09-52477 (GWZ) (Bankr.
D. Nev. July 28, 2009); In re J.L. French Auto. Castings, Inc., Case No. 09-12445 (KG) (Bankr.
D. Del. July 13, 2009); In re Intermet Corp., Case No. 08-11859 (KG) (Bankr. D. Del. Aug. 12,
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2008); In re Alper Holdings USA, Inc., Case No. 07-12148 (BRL) (Bankr. S.D.N.Y. July 13,
2007).
5.
The Debtor requests the retention and employment of Milbank to render
specifically, but without limitation, the following legal services:
a. advising the Debtor with respect to its rights, powers and duties as debtor
in possession in the operation and wind down of its business during the
Chapter 11 Case;
b. advising and consulting on the conduct of the Chapter 11 Case, including
all of the legal and administrative requirements of operating in chapter 11;
c. attending meetings and negotiating with representatives of creditors and
other parties in interest, including governmental authorities;
d. advising the Debtor and taking all necessary or appropriate actions at the
Debtor’s direction with respect to protecting and preserving the Debtor’s
estates, including the defense of any actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is involved,
including objections to claims filed against the Debtor’s estate;
e. drafting all necessary or appropriate pleadings in connection with the
Chapter 11 Case, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration of the
Debtor’s estate;
f. representing the Debtor in obtaining authority to continue using postpetition financing;
g. advising the Debtor in connection with any potential sales of assets;
h. advising the Debtor concerning potential executory contract and unexpired
lease assumptions, assignments and rejections;
i. appearing before the Court and any appellate courts to represent the
interests of the Debtor’s estate;
j. advising the Debtor regarding tax matters;
k. taking any necessary action on behalf of the Debtor to obtain approval of a
disclosure statement and confirmation of a chapter 11 plan and all
documents related thereto; and
l. performing all other necessary legal services for the Debtor in connection
with the prosecution of the Chapter 11 Case, including: (i) analyzing the
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validity of any liens against the Debtor; and (ii) advising the Debtor on
corporate and litigation matters.
6.
I understand that the Debtor may, from time to time, request that Milbank
undertake specific matters beyond the scope of the responsibilities set forth above. Should
Milbank agree, in its sole discretion, to undertake any such specific matters, the Debtor has
requested authority in the Application to employ Milbank for such matters, in addition to those
set forth above, without further order of this Court.
7.
By separate application, the Debtor has also requested that the Court approve the
retention of Richards, Layton & Finder, P.A. (“RL&F”) as bankruptcy co-counsel with respect to
the Chapter 11 Case.
Milbank will continue to coordinate with RL&F to insure a clear
delineation of the firms’ respective roles and duties in the Chapter 11 Case so as to prevent
duplication of effort.
Professional Compensation
8.
Milbank intends to apply to the Court for allowances of compensation and
reimbursement of out-of-pocket expenses incurred after the Petition Date in connection with the
Chapter 11 Case on an hourly basis, subject to Court approval and in accordance with the
applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any
other applicable procedures and orders of the Court. Additionally, Milbank recognizes that the
United States Trustee for the District of Delaware (the “U.S. Trustee”) is charged with reviewing
applications for compensation when the U.S. Trustee deems it appropriate and that the U.S.
Trustee will utilize 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 as of November 1, 2013 (the “U.S. Trustee Guidelines”) in the event that the U.S.
Trustee decides a review of Milbank’s compensation in this case is appropriate. In that regard,
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the Debtor and Milbank shortly intend to develop a prospective budget and staffing plan in a
reasonable effort to comply with the U.S. Trustee’s requests for information and additional
disclosures.
9.
Milbank will be compensated at its standard hourly rates, which are based on the
professionals’ level of experience. At present, the standard hourly rates charged by Milbank
range as follows:
Billing Category
Partners
Counsel
Associates
Paraprofessionals
10.
U.S. Range
$995 - $1,350
$985 - $1,185
$390 - $915
$205 - $340
These hourly rates are subject to annual and customary firm-wide adjustments in
the ordinary course of Milbank’s business. The hourly rates and corresponding rate structure
that Milbank will use in this Chapter 11 Case are consistent with the rates that Milbank charges
other comparable clients and regardless of the location of the clients or any associated case.
11.
Milbank did not agree to a variation of its standard or customary billing
arrangements for this engagement, and none of Milbank’s professionals included in this
engagement have varied their rate based on the geographic location of the Chapter 11 Case. In
addition, Milbank began representing the Debtor on or about December 4, 2015, and the billing
rates and material financial terms in connection with such representation have not changed and
will not change post-petition, other than due to annual and customary first-wide adjustments to
Milbank’s hourly rates in the ordinary course of Milbank’s business.
12.
Milbank will maintain detailed, contemporaneous records of time and any
necessary costs and expenses incurred in connection with rendering the legal services described
above. It is Milbank’s policy to charge its clients for all disbursements and expenses incurred in
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the rendition of services. These disbursements and expenses include, among other things, costs
for telephone and facsimile charges, photocopying, travel, business meals, computerized
research, messengers, couriers, postage, witness fees and other fees related to trials and hearings.
13.
Milbank intends to apply for compensation for professional services rendered and
reimbursement of expenses incurred in connection with this Chapter 11 Case, subject to the
Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the Court.
In that regard, among other things, the Debtor and Milbank expect to develop a prospective
budget and staffing plan and to make reasonable efforts to comply with the U.S. Trustee’s
requests for information and additional disclosures.
Compensation Received by Milbank from the Debtor
14.
Other than as set forth herein, there is no proposed arrangement between the
Debtor and Milbank for compensation to be paid in this Chapter 11 Case. Milbank has no
agreement with any other entity to share any compensation received, nor will any be made,
except as permitted under section 504(b)(1) of the Bankruptcy Code
15.
According to Milbank’s books and records for the year prior to the Petition Date,
Milbank has received payment from the Debtor of approximately $800,097.01 on account of
invoices for legal services performed and expenses incurred in contemplation of, or in
connection with, the Debtor’s wind down and bankruptcy-related efforts, including, among other
things, the preparation of various “first day” pleadings and negotiations with various creditor
groups in connection with the Debtor’s wind down process. As of January 29, 2016, the Debtor
provided Milbank with an aggregate advance payment of $500,000.00 to establish a retainer to
pay for legal services rendered or to be rendered in connection with the Chapter 11 Case. As of
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the date hereof, Milbank holds a retainer in the approximate amount of $359,373.75 (the
“Retainer”), which is subject to Milbank’s final reconciliation, that it will hold according to its
standard internal procedures in the same manner as Milbank holds retainers received from each
of its other clients. Milbank intends to hold the Retainer during the Chapter 11 Case and apply
the Retainer against fees and expenses incurred, at Milbank’s option, after submission of
Milbank’s fee applications and approval by the Court, with any balance to be returned to the
Debtor.
Disinterestedness of Milbank
16.
Milbank does not represent and will not represent any entity, other than the
Debtor, in matters related to the Chapter 11 Case.
17.
On or about August 31, 2015, Milbank began representing certain of the Debtor’s
direct and indirect equity owners – namely, HHH Oakland, Inc., HHH Oakland Holdings, L.P.,
and Ports America Group, Inc. (collectively, the “Ports America Entities”) – solely in connection
with the potential wind down of the Debtor. On or about December 4, 2015, by the execution of
an engagement letter, such representation was expanded to include Milbank’s representation of
the Debtor in connection with its contemplated strategic and orderly wind down of
operations. On January 28, 2016, Milbank ceased its representation of the Ports America
Entities and executed an engagement letter with the Debtor to serve as its lead bankruptcy
counsel in the Chapter 11 Case.
18.
Milbank did not represent any entity other than the Debtor, including, without
limitation, the Ports Entities, in connection with the negotiation and drafting of the various “first
day” and other motions filed on behalf of the Debtor, including, without limitation, the Debtor’s
motion for an order authorizing the Debtor to obtain postpetition financing and certain related
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relief [Docket No. 12] (the “DIP Motion”) and the DIP Term Sheet, Interim Financing Order,
and Final Financing Order (each, as defined in the DIP Motion). Specifically, prior to the
Petition Date, each of the members of the Debtor retained their own independent counsel to
represent them in connection with the Chapter 11 Case, including the negotiation and drafting of
the DIP Motion and related documents.
19.
To the best of my knowledge, Milbank (a) is not a creditor, an equity security
holder or an insider of the Debtor, (b) is not and was not, within two (2) years before the Petition
Date, a director, officer or employee of the Debtor, and (c) does not have any interest materially
adverse to the interests of the Debtor’s estate 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
Debtor or for any other reason. Accordingly, I believe that Milbank is a “disinterested person,”
as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code.
20.
Except as otherwise set forth herein, to the best of my knowledge, the partners,
counsel, associates and employees of Milbank do not have any connection with the Debtor, its
known creditors, other known or potential parties in interest, the U.S. Trustee or any person
employed in such office of the U.S. Trustee, any United States Bankruptcy Judge or District
Judge for the District of Delaware or the Clerk of the Bankruptcy Court for the District of
Delaware or any person employed by the office of such Clerk.
21.
In connection with its proposed retention by the Debtor in the Chapter 11 Case,
Milbank searched its client database to determine whether it had any relationships with the
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entities listed on Schedule 1, which, to the knowledge of Milbank based upon information
provided to Milbank by the Debtor, may be parties in interest in the Chapter 11 Case.4
22.
Milbank also made a general inquiry to all partners and employees of the firm
requesting disclosure of any relationship with (a) any Bankruptcy Judge or District Judge in the
District of Delaware, (b) anyone employed by the Office of the Clerk of the Bankruptcy Court
for the District of Delaware, or (c) any trustee, attorney or staff employed by the office of the
U.S. Trustee. Additionally, Milbank requested disclosure by all partners and employees, to the
best of their knowledge, of any claims held against, or equity interest in, the Debtor and whether
any Milbank employee is or was a director, officer or general partner of the Debtor or a relative
of a director, officer or general partner of the Debtor.
23.
To the extent that such searches indicated that Milbank has or had a relationship
with any such entity within the last three years, the identity of such entity, and Milbank’s
relationship therewith, are set forth on Schedule 2 attached hereto and incorporated herein.
24.
As specifically set forth below and in the attached schedules, Milbank represents
certain parties in interest in ongoing matters unrelated to the Debtor and this Chapter 11 Case.
Pursuant to section 327(c) of the Bankruptcy Code, Milbank is not disqualified from acting as
the Debtor’s counsel merely because it represents certain parties in interest in matters unrelated
to this Chapter 11 Case.
25.
No single client of Milbank (or such client’s respective subsidiaries and affiliates)
listed on Schedule 2 accounted for more than 1% of Milbank’s gross revenues for the years
ending December 31, 2014 or December 31, 2015.
4
Milbank’s inclusion of parties in Schedules 1 and 2 is solely to illustrate Milbank’s conflict search process and
is not an admission that any party has a valid claim against the Debtor or that any party properly belongs in the
Debtor’s schedules or has a claim or legal relationship to the Debtor of the nature described in the Schedules.
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The proposed employment of Milbank is not prohibited by, or improper under,
Bankruptcy Rule 5002. To the best of my knowledge, no attorney or employee at the firm is
related to any United States Bankruptcy Judge or District Court Judge for the District of
Delaware or to the United States Trustee for such district or any employee in the office thereof.
27.
In addition, certain of the parties in interest in this Chapter 11 Case are or were,
from time to time, members of ad hoc or official creditors’ committees represented by Milbank
in matters unrelated to this Chapter 11 Case. However, no attorney client relationship exists or
existed between Milbank and such parties in interest unless specifically noted. From time to
time, Milbank works with certain professional firms that have been retained by the Debtor or
other parties in the Chapter 11 Case and that may be rendering advice to other parties in interest
in the Chapter 11 Case.
28.
The Debtor has numerous relationships and creditors. Consequently, although
every reasonable effort has been made to discover and eliminate the possibility of any connection
or conflict, including the efforts outlined above, Milbank is unable to state with certainty which
of its clients or such clients’ affiliated entities hold claims or otherwise are parties in interest in
the Chapter 11 Case. If Milbank discovers any information that is contrary or pertinent to the
statements made herein, Milbank will promptly disclose such information to the Court on notice
to such creditors and to the U.S. Trustee and such other creditors or other parties in interest as
may be required under noticing procedures applicable in the Chapter 11 Case.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct to the best of my knowledge and belief.
Dated: February 9, 2016
Respectfully submitted,
/s/ Thomas R. Kreller
Name: Thomas R. Kreller
Title: Partner, Milbank, Tweed, Hadley & McCloy LLP
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Schedule 1
Entities Searched for Potential Conflicts
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Schedule 1
The following lists contain the names of reviewed entities as described more fully in the
Declaration of Thomas R. Kreller in Support of Debtor’s Application for Entry of Order
Authorizing Retention and Employment of Milbank, Tweed, Hadley & McCloy LLP as Attorneys
for the Debtor Nunc Pro Tunc to the Petition Date (the “Kreller Declaration”).1 Where the
names of the entities reviewed are incomplete or ambiguous, the scope of the search was
intentionally broad and inclusive, and Milbank reviewed each entity in its records, as more fully
described in the Kreller Declaration, matching the incomplete or ambiguous name.
ENTITIES SEARCHED FOR POTENTIAL CONFLICTS
Debtor (and its former name) & Non-Debtor Related Entities
Outer Harbor Terminal, LLC
Ports America Outer Harbor Terminal, LLC
Ports America Baltimore, Inc.
Ports America Chesapeake, LLC
Ports America, Inc.
Ports America Management
Ports America Shared Services, Inc.
Ports Insurance Company Inc.
Tricor Services, LLC
Officers
Heather Stack
Members and Direct and Indirect Equity Holders
GIP II MP Luxco S.À.R.L.
HHH Oakland, Inc.
HHH Oakland Holdings, L.P.
HighStar Capital
Ports America Group, Inc.
PAG Holdings, L.P.
SAS Shipping Agencies Services S.À.R.L.
Terminal Investment Ltd.
Depository Banks
Wells Fargo Bank
Insurance Carriers
Allied World Assurance Co. Ltd.
Alterra Excess & Surplus Insurance Co.
Aspen Speciality Insurance Co.
Axis Surplus Insurance Co.
Chubb Custom Insurance Co.
Endurance American Insurance Co.
Essex Insurance Co.
General Security Indemnity Co. of AZ
Hiscox Insurance Co.
Homeland Insurance Co. of New York
Houston Casualty Co.
1
Landmark American Insurance Co.
Lloyd’s of London
National Union Fire Insurance Co. of Pittsburgh, PA
Navigators Insurance Co.
RSUI Indemnity Co.
Scottsdale Insurance Co.
Starnet Insurance Co.
Starr Indemnity & Liability Co.
Starr Surplus Lines Insurance Co.
Westchester Fire Insurance Co.
XL Specialty Insurance Co.
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Kreller
Declaration.
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Ironshore Speciality Insurance Co.
Utilities
Asbury Environmental Services
East Bay Municipal Utility District
Waste Management of Alameda County
Pacific Gas & Electric Company
United Site Services of California
Landlord
Port of Oakland
Other Creditors (including Vendors, Suppliers, Equipment Lessors, Service Providers, Taxing
Authorities)
AJ’s Mobile Truck Service
AAA Fire Protection Services
ABB Inc
AC3
Accountemps
Accounting Principals DBA Ajilon
Accraminc
Acme Fire Exinguisher Company
Acme Scale System
Active Power Inc
Acuna Maintenance & Construction Inc
ADP Deposit Custodial Account-Inactive
ADP Screening & Selection Services
ADT Security Services
Aecom USA Inc
Aeon Lighting Technology
Afforda Test
Airgas USA LLC
Al Brooks Theatre Ticket Agency Inc
Alameda County Tax Collector
Alanco Equipment
Alimak Hek Inc
Alldata, LLC
Alliance Trucking Inc
Alliant Insurance Services
Allied Propane Service Inc
Amazon.com LLC
American Appraisal Associates Inc
American Carport Inc
American Express Co
American Residential Services DBA Rescue
Rooter
Amnav Maritime Corporation
Analysts Inc
Andy Lin
Anixter Inc
Johnstone Supply of New Orleans Baton Rouge And
Slidell
Joseph L Cusick & Co., Marine Surveyors Inc
K Line America Inc
K&W Trucking Group
Kalmar Solutions LLC
Kalmar USA Inc
Kaman Industrial Technologies
Kantor Furniture
Kelty & Scott
King Kustom Kovers Upholstery
Krieger Mechanical
Kroll Associates Inc
Kroll Background America Inc
Labelmaster
Labor Law Center Inc
Lasalle Systems Leasing
Law Office of Christopher J. Martin
Law Offices of Robert J. Kahn
LBF Enterprises DBA Powermatics Associates
Leadership Choice
Liftech Consultants Inc.
Lifting Technologies
LRC International Inc
Maersk Agency U.S.A. Inc.
Maersk Container Industries
Manpower Inc
Manson Construction
Marina Mechanical
Marine Exchange of San Francisco Bay Region
Marine Express Inc
Marine Terminals Corporation Holdings
Maritech Corporation
Maritech Equipment Parts And Services Inc
Mars International Usa LLC
Martec International
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Antaira Technologies LLC
Antonini Freight Inc
Aramark Uniform & Career Apparel Group
Inc
Aramark Uniform Services Inc
Arlen Group
Associated Services Co
AT&T Long Distance
AT&T Mobility
Automated Risk Management Systems Inc.
Bailey Fence Company Inc.
Barnes Distribution
Bay Area Air Quality Mgmt District
Bay Area Jump
Bay Area Transport Refrigeration Inc
Bay Machine & Fabrication
Bay Planning Coalition
Bay Rubber Company
Baydelta Martime LLC
BDP International Inc
Bear Communications Inc
Bearing Engineering Co
Beasley Machine Works
Beasley Plumbing Inc
Beci Electric Inc
Beck Electric Supply
Big Red Inc
Bigge Crane And Rigging Company
BKF Engineers
BNT Industries LLC DBA Pinnacle Printing
Systems
Board of Equalization
Body Guard Safety Products
Boos Navarre LLC
Bright Light Systems Inc
Busby International Inc
C H Robinson International Inc
Cable Moore Inc
California Aerial Equipment Certification
California Contractors Supplies Inc
California Environmental Services
California Site Services Inc
California State University Long Beach
Cargotec Holdings Inc
Cargotec Sweden AB
Cargotec USA Inc
Carpenter Rigging And Supply
Cavanaugh Machine Works Inc
CCNI
CDW Direct LLC
Central Petroleum Maintenance
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Masterpiece International Ltd
Matthew Mcglynn
Mccampbell Analytical Inc
Mcmaster Carr Supply Co
Mediterranean Shipping Co Inc
Mercator International LLC
Michael C. Fina Corporate Sales Inc.
Mid Atlantic Industrial Supply
Mid Pacific Industries Inc.
Midland Transmission Inc
MOC International Inc
MOL America Inc
Moore Wallace North America Inc
Motus Executive Search
MRC Smart Technology Solutions
MTC Holdings
Multimodal Engineering Corp
Myers Tire Supply Company
Napa Auto Parts
Nelson Ramos
New Engineering Inc
New Pig Corporation
New Pride Corporation
Nixon Peabody Limited Liability Partership
NMHG Financial Services
Noell Crane Systems GMBH
Norasia
Nordholm Rentals LLC
Now Solutions Inc
Nrc Environmental Services Inc
O C Jones And Sons Inc
Oakland Business Tax
Oakland Fire Department
Oakland Machine Works
Oakland Metropolitan Chamebr of Commerce
Oakwood Corporate Housing
Oakwood Worldwide
Office Depot
Officemax Incorporated
Oracle America Inc
Oscar Niementh Towing Inc
Pacer Stacktrain Inc
Pacific Coast Trane Service
Pacific Crane Maintenance Company
Pacific Maritime Association
Pacific Merchant Shipping Association
Pacific Transportation Association Inc
Pankeys Radiator Shop Inc
Pape Material Handling
Paul Bridges & Associates LLC
PDM Steel Service Centers, Inc
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Channel Lumber Co
Christopher Martin
Cintas Corporation
City of Oakland
Civilcom LLC
Class C Solutions Group
Clayton Tire Supply DBA CTS
Cleanfleets-net LLC
Cleary Gottlieb Steen & Hamilton LLP
CMA-CGM (America) Inc. - Norfolk
Coastal Training Technologics Corp
Cohrans Backflow Testing
Coit Services Nb
Collins Electrical Company Inc
Column 5
Computer Sites Inc
Conglobal Industries Inc
Conglobal Industries LLC
Consolidated Engineering Laboratories
Contra Costa Electric
Cosco Container Lines America Inc
County of Alameda
County of Alameda, Donald R White,
Treasurer
County of Alameda Environmental Health
Crane Tech Solutions LLC
Creative Bus Sales Inc
Creative Signage
CT Corporation
Cummins Pacific LLC
Cummins West Inc
Dahl Beck Electric
Datagear Inc
De Well Logistics LLC
Deep Water Port Services
Delaware Secretary of State
Delaware State Treasury
Department of Industrial Relations
Development Dimensions International Inc
Devine Intermodal
DHL Global Forwarding
Diamond Diesel Service Inc
Dickinson Donna
Direct Chassislink Inc
DLA Piper LLP (US)
DMV Renewal
Donatek Systems
Dongkuk International Inc
Doug Moyer
Duncan Shoemaker & Associates LLC
East Bay Ford Truck Sales Inc
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Pelco
Peterson Tractor Co
Peterson Trucks Inc
Pierpass LLC
Pinole Rodeo Auto Wreckers
Pios Trucking
Plascore Inc
Polk Communications Inc
Ports Newark Container Terminal LLC
Prince & Phelps Consultants
Principal Life Insurance Company
Principle Life Insurance Company Pension Plan
Pro Copy and Printing Inc
Professional Telecommunications Services Inc
Protection One Security Solutions
Psion Corporation
Queen Beach Printers Inc
R&A Trucking Co
R&R Industries Inc.
R&S Overhead Garage Door Inc.
R.E. Borrmann Steel
Rar & Associates Inc.
Red Wing Brands
Red Wing Shoe Store
Red-D-Arc
Redwood Coast Petroleum
Reed Smith LLP
Revolt Recycling LLC
Rex Key & Security
Rick's Portable Welding & Repair
Rigging International Dba Sarens
Rockridge Builders
Roto-rooter
Royal Brass Inc.
RR Donnelley
RT Communications
S And S Supplies & Solutions
Samuel Halle Debesay
San Francisco Deputy Sheriffs Foundation
Sanderson Safety Supply
Sause Bros Ocean Towing Co Inc
SDV (USA) Inc
Sea Logix LLC
Seaside Transportation Services
Secretary of State, Division of Corporations Franchise
Tax
Secretary of State
Securities & Exchange Commission
Sheppard, Mullin, Richter & Hampton LLP
Sherwin-Williams Co
Shinning Group Trucking (Rajbir Singh)
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East Bay Tow Inc
East Bay Truck Center
Eaton Corporation
Edge Networks Inc
Edgepoint Graphics Inc
Eimc LLC
Embarcadero Systems Corp
Emerson Network Power Liebert Service Inc
Empire Today LLC
Employment Development Department
Epstein Becker & Green Pc
Erickson Xl Inc
Events To Impress
F3 And Associates
Fantuzzi Usa Inc
Fas Trak Violation Processing
Fastsigns
Fedex Freight Dept La
Fiber Optic Pros Inc
Fidelity Investments Institutional Svcs Co Inc
Fire Protection Management Inc
Flexi-van Leasing Inc
Foster And Pasley Heating Airconditioning
And Refregeration
Fountain Café
Franchise Tax Board
Fugro Consultants Inc
Gatsby Entertainment
GE International Inc
General Auto Parts
General Electric Company
General Petroleum
Genova Burns Giantomasi & Webster
Gen-star Co.
Gettler-ryan Inc
GK Construction
Golden State Communications Inc
Grainger
Grand China Shipping
Granite Telecommunications LLC
Great America Financial Services
Corporation
Grove Gill Electric Co
Gulf American Line Inc
Hamburg Sud North America Inc
Hamilton Broadway Signs
Hamre Equipment Company Inc
Hanjin Shipping Co
Hapag Lloyd Inc
Harbor Diesel & Equipment, Inc.
Hartzell Industrial Services Co
Filed 02/09/16
Page 18 of 24
Shipmate Inc
Sir Speedy Printing Co
Sirva Relocation LLC
Smart-tec
Solideal Usa Inc
Southern Counties Oil DBA SC Fuels
Sperian Fall Arrest Systems Inc
St. Francis Electric
Starlight Marine Services Inc
State of California
State Water Resources Control Board Division of Water
Quality
Stellar Recruitment LLC
Stevedore Outfitting Services
Striping Graphics
Supply Chain Services LLC
SV Group Inc
Svrich Consulting
Swrcb Accounting Office
T&G Machine LLC
T&G Vending
Tangerine Promotions West
Tangoe Inc
Taylor Leasing Corp
TBA BV
Tennant Sales And Service Company
Terex Financial Services Inc
Terex Global Gmbh
Terminal Investment Limited Sa
Terminal Link Texas LLC
Terminal Maintenance Co LLC
Terminal Services, LLC
Terminix International Company Lp
Test Med Vaccination Services
The Seal Connection
The Training Clinic
The Works Consulting
Transport Graphics
Trapac LLC
Tri-star Industrial Products
Tuff Shed Inc
Tyco Integrated Security LLC
Uni Tech Diversified Service
United Arab Shipping Co
United Rentals (north America) Inc
United Services Source
Universal Building Services
Universal Foam Rubber & Upholstery
UPS Supply Chain Solutions Inc.
US Coast Guard Civil Penalties
US Customs And Border Protection
5
Case 16-10283-LSS
Doc 58-3
HD Industries
Hector Velazco
Hemming Morse LLP
Hengehold Motor Company Inc
HHH Ports Holdings, LP
Hillmar Industries Ltd
Hireright LLC
Horizon Lines LLC
Houston Partners International
Hoyt Shepston & Sciaroni
HSQ Technology
Hula Networks Co
Hydraulic Controls Inc
Hydraulic Electro Corp
Hydraulic Hose Service
Impact Transportation LLC
Inland Industrial Tire Inc
Insight Direct USA
Intercall Inc
Internal Revenue Serivce
International Design & Marketing Inc
Interocean Steamship Corp
Intervision Systems Technologies Inc
J&O's Commercial Tire Center
J&R Fence Inc
J. Miller Flowers
Jeff's Mobile Glass Inc
Jensen Precast
Filed 02/09/16
Page 19 of 24
US Department of Labor, Occupationl Safety And Health
Administration
US Lines LLC
USMMA Alumni Foundation
Valley Relocation And Storage
Vector USA
Vedder Price PC
Vehicle Registration Collections
Verizon Wireless
Vinzo Inc Dba Harbor City Auto Sales
Wan Hai Lines America Ltd
Warren Associates
Watchmen Labor Relations
Watermark Terminal Solutions
Weber Readiness
Weiss Associates
Wells Fargo Equipment Finance Inc
West Coast Ship Supply
West Coast Wire Rope & Rigging Inc
Western Motor Group
Windes Inc.
Women In Logistics Inc
Xerox Corporation
Yang Ming (America) Corporation
Yei Engineers Inc
Chapter 11 Professionals
Gibson Dunn & Crutcher
Milbank, Tweed, Hadley & McCloy LLP
Proskauer Roser LLP
Richards, Layton & Finger, P.A.
Ernst & Young US LLP
Holland & Knight LLP
Ajalat, Polley, Ayoob & Matarese
United States Bankruptcy Judges for District of Delaware
Brendan L. Shannon
Christopher S. Sontchi
Kevin J. Carey
Kevin Gross
Laurie S. Silverstein
Mary F. Walrath
United States Trustee’s Office Region 3 (Delaware)
Andy Vara – Acting United States Trustee
T. Patrick Tinker – Assistant U.S. Trustee
Lauren Attix – OA Assistant
David Buchbinder – Trial Attorney
Linda Casey – Trial Attorney
Natalie Cox – Trial Attorney
Shakima L. Dortch – Paralegal Specialist
Jane Leamy – Trial Attorney
Hannah M. Mccollum – Trial Attorney
James R. O’Malley – Bankruptcy Analyst
Michael Panacio – Bankruptcy Analyst
Tiiara Patton – Trial Attorney
Juliet Sarkessian – Trial Attorney
Richard Schepacarter – Trial Attorney
6
Case 16-10283-LSS
Timothy J. Fox, Jr. – Trial Attorney
Diane Giordano – Bankruptcy Analyst
Christine Green – Paralegal Specialist
Benjamin Hackman – Trial Attorney
Jeffrey Heck – Bankruptcy Analyst
Mark Kenney – Trial Attorney
Doc 58-3
Filed 02/09/16
Page 20 of 24
Edith A. Serrano – Paralegal Specialist
Karen Starr – Bankruptcy Analyst
Ramona Vinson – Paralegal Specialist
Michael West – Bankruptcy Analyst
Dion Wynn – Paralegal Specialist
7
Case 16-10283-LSS
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Filed 02/09/16
Page 21 of 24
Schedule 2
Connections to Potential Parties in Interest
Case 16-10283-LSS
Doc 58-3
Filed 02/09/16
Page 22 of 24
Schedule 2
Connections to Potential Parties in Interest
Party Name
Relationship to Debtors
Relationship to Milbank1
ABB/ Asea Brown Boveri
Creditor
Potential affiliate of current client on
matter unrelated to the Debtor
ADP Deposit Custodial Account
Creditor
Potential affiliate of current client on
matter unrelated to the Debtor
Airgas USA, LLC
Creditor
Potential affiliate of former client of
current Milbank attorney on matter
unrelated to the Debtor
Alliant Insurance Services
Creditor
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Amazon.com LLC
Creditor
Potential affiliate of former client of
current Milbank attorney on matter
unrelated to the Debtor
American Express Co.
Creditor
Current client on matter unrelated to
the Debtor
Anixter, Inc.
Creditor
Potential affiliate of former client on
matter unrelated to the Debtor
AT&T Mobility
Creditor
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Cargotec USA, Inc.
Creditor
Potential affiliate of former client of
current Milbank attorney on matter
unrelated to the Debtor
DHL Global Forwarding
Creditor
Potential affiliate of former client of
current Milbank attorney on matter
unrelated to the Debtor
Eaton Corporation
Creditor
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Ernst & Young US LLP
Creditor
Former client of current Milbank
attorney on matter unrelated to the
Debtor
1
A “current client” is an entity for which there are, as of the date hereof, active matters on which Milbank is
engaged; a “former client” is an entity for which there are no active matters as of the date hereof, but there may
in the future be active matters. Use of the word “potential” before such designations signifies entities for which
Milbank was unable to conclusively determine whether the similarities of names was a coincidence or whether
the party in interest is related to a client in Milbank’s databases. Milbank does not represent any “potential”
clients in matters related to the Chapter 11 Case. Please note that the identification of a party in interest on
Schedule 2 is not an admission of a conflict, disabling or otherwise.
Case 16-10283-LSS
Party Name
Doc 58-3
Filed 02/09/16
Relationship to Debtors
Page 23 of 24
Relationship to Milbank1
Fidelity Investments Institutional Svcs Co., Inc.
Creditor
Potential Affiliate of current client on
matter unrelated to the Debtor
General Electric Company
Creditor
Current client on matter unrelated to
the Debtor
HHH Oakland, Inc.
Equity holder
Former client2
HHH Oakland Holdings, L.P.
Direct parent of equity holder
Former client3
Kroll Associates Inc.
Creditor
Potential affiliate of former client of
current Milbank attorney on matter
unrelated to the Debtor
Maersk Agency USA, Inc.
Creditor
Potential affiliate of former client of
current Milbank attorney on matter
unrelated to the Debtor
Michael C. Fina Corporate Sales, Inc.
Creditor
Potential affiliate of former client of
current Milbank attorney on matter
unrelated to the Debtor
Oakwood Worldwide
Creditor
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Office Depot, Inc.
Creditor
Current client on matter unrelated to
the Debtor
Oracle America, Inc.
Creditor
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Pacific Gas & Electric
Utility
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Port Newark Container Terminal, LLC
Creditor
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Ports America Group, Inc.
Indirect parent of equity
holder
Former client4
2
See discussion in paragraphs 17-18 of the Kreller Declaration for additional information regarding this prior
representation.
3
See discussion in paragraphs 17-18 of the Kreller Declaration for additional information regarding this prior
representation.
4
See discussion in paragraphs 17-18 of the Kreller Declaration for additional information regarding this prior
representation.
2
Case 16-10283-LSS
Party Name
Doc 58-3
Filed 02/09/16
Relationship to Debtors
Page 24 of 24
Relationship to Milbank1
Ports America Baltimore, Inc.
Ports America Chesapeake, LLC
Ports America, Inc.
Ports America Management
Ports America Shared Services, Inc.
Ports Insurance Company, Inc.
PAG Holdings, L.P.
GIP II MP Luxco S.à.r.l.
HighStar Capital
SAS Shipping Agencies Services S.à.r.l.
Terminal Investment Ltd.
Tricor Services, LLC
Entities related to the indirect
parent of Debtor’s equity
holder
Affiliates of former client5
U.S. Securities and Exchange Commission
Creditor
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Tyco Integrated Security LLC
Creditor
Potential affiliate of former client of
current Milbank attorney on matter
unrelated to the Debtor
U.S. Department of Labor
Creditor
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Verizon Wireless
Creditor
Potential affiliate of former client on
matter unrelated to the Debtor
Wells Fargo Equipment Finance, Inc.
Creditor
Current client on matter unrelated to
the Debtor
Xerox Corporation
Creditor
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Starr Indemnity & Liability
Insurance Provider
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Lloyd’s of London
Insurance Provider
Potential Affiliate of current client on
matter unrelated to the Debtor
National Union Fire Insurance Co. of
Pittsburgh
Insurance Provider
Former client of current Milbank
attorney on matter unrelated to the
Debtor
Hiscox Insurance Co.
Insurance Provider
Former client of current Milbank
attorney on matter unrelated to the
Debtor
5
See discussion in paragraphs 17-18 of the Kreller Declaration for additional information regarding this prior
representation.
3