Case CSS Doc 1290 Filed 07/01/16 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE : : : : : : : : : Debtors.

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1 Case CSS Doc 1290 Filed 07/01/16 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re CAL DIVE INTERNATIONAL, INC., et al., 1 Debtors x Chapter 11 Case No (CSS) (Jointly Administered) Hearing Date August 15, 2016 at 300 p.m. (EDT) Objection Deadline July 15, 2016 at 400 p.m. (EDT) DEBTORS APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE EMPLOYMENT AND RETENTION OF LEWIS, KULLMAN, STERBCOW & ABRAMSON AS ATTORNEYS FOR THE DEBTORS AND (II) WAIVING CERTAIN REQUIREMENTS OF LOCAL RULE Cal Dive International, Inc. ( Cal Dive ) and its affiliated debtors and debtors in possession (collectively, the Debtors ), respectfully requests entry of an order, substantially in the form attached hereto as Exhibit A, authorizing (i) the employment and retention of Lewis, Kullman, Sterbcow & Abramson ( LKSA ) as the Debtors attorney in In re Oil Spill by the Oil Rig Deepwater Horizon in the Gulf of Mexico on April 20, 2010, MDL No. 2179, effective May 24, 2012 ( MDL 2179 ), in accordance with the contingency fee and cost reimbursement provisions in the Retainer and Authorization Agreement (the Retainer Agreement ); 2 and (ii) waiving certain requirements of Rule of the Locals Rule of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ). In support of this application (the Application ), the Debtors submit the declaration 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are Cal Dive International, Inc. (0501), Cal Dive Offshore Contractors, Inc. (4878), Affiliated Marine Contractors, Inc. (8678), Fleet Pipeline Services, Inc. (2104), Gulf Offshore Construction, Inc. (2106), and CDI Renewables, LLC (4985). The Debtors corporate headquarters is at 2500 CityWest Boulevard, Suite 2200, Houston, TX A copy of the Retainer Agreement is attached hereto as Exhibit B. 1

2 Case CSS Doc 1290 Filed 07/01/16 Page 2 of 9 of Paul M. Sterbcow, managing partner at LKSA (the Sterbcow Declaration ). 3 In further support of this Application, the Debtors respectfully states as follows JURISDICTION & VENUE 1. This Court has jurisdiction to consider this Application under 28 U.S.C. 157 and 1334 and venue is proper under 28 U.S.C and This is a core proceeding under 28 U.S.C. 157(b). 4 BACKGROUND 2. On March 3, 2015 (the Petition Date ), the Debtors filed a voluntary petition with the Court under chapter 11 of the Bankruptcy Code. The Debtors are operating their business as Debtors in possession under sections 1107(a) and 1108 of the Bankruptcy Code. The Court has entered an order jointly administering this and the remaining listed chapter 11 cases [D.I. 57]. Further information regarding the Debtors business operations, capital structure, and reasons for commencing these cases is set forth in Quinn J. Hébert s Declaration in Support of the Debtors Chapter 11 Petitions and First Day Pleadings (the First Day Declaration ) [D.I. 15]. RELIEF REQUESTED 3. By this Application, the Debtors seek entry of an Order (i) authorizing the retention and employment of LKSA as their attorneys pursuant to Bankruptcy Code sections 327(a), 328(a), 329, and 330, Federal Rules of Bankruptcy Procedure 2014(a) and 2016(a), and Local Rules , and (ii) waiving certain requirements of Local Rule The Sterbcow Declaration is attached hereto as Exhibit C. 4 Under Local Rule (f), the Debtors hereby confirm their consent to the entry of a final order by this Court in connection with this motion if it is later determined that this Court, absent consent of the parties, cannot enter final orders or judgments in connection therewith consistent with Article III of the United States Constitution. 2

3 Case CSS Doc 1290 Filed 07/01/16 Page 3 of 9 BASIS FOR RELIEF REQUESTED I. FACTS SPECIFIC TO RELIEF REQUESTED A. LKSA s Qualifications and Services Provided 4. LKSA was engaged to represent the Debtors in its economic loss claim litigation against BP, PLC and related entities ( BP ) arising out of the April 20, 2010 explosion and sinking of the Deepwater Horizon drilling rig and subsequent discharge of oil from BP s Macondo. The Debtors selected LKSA as their attorneys in MDL 2179 because of LKSA s recognized experience in the field of admiralty law and Paul Sterbcow s lead role in MDL 2179 as a member of the Plaintiffs Steering Committee ( PSC ). As a result, the Debtors believe that LKSA was both well-qualified and uniquely positioned to represent them in MDL 2179 in an efficient and effective manner. 5. In MDL 2179, the Debtors claim was categorized by United States District Court Judge Carl J. Barbier, the Judge presiding over the entirety of MDL 2179, as a moratorium claim, meaning that Debtors losses were substantially if not solely caused by the shutdown of Gulf of Mexico oil exploration and production activities by the U.S. government following the Macondo disaster. Mr. Sterbcow is an appointed member of the PSC in MDL 2179 and was one of two lawyers who played a lead role in developing the moratorium cases for resolution. 6. As more fully set forth in the Sterbcow Declaration, in the course of LKSA s representation of the Debtors, LKSA met with Debtors management, reviewed Debtors businesses and financial affairs, created an economic loss model, made Statutory Presentment to BP pursuant to 33 U.S.C. 2713(a), filed a Complaint against BP in MDL 2179, and conducted extensive discovery 3

4 Case CSS Doc 1290 Filed 07/01/16 Page 4 of 9 7. These efforts resulted in entry into a confidential settlement agreement between the Debtors and BP on May 3, 2016 (the Settlement Agreement ), which was approved by the Court on April 18, 2016 [D.I. 1188]. B. Professional Compensation 8. By this Motion, the Debtors also seek authority to compensate LKSA its contingency fee earned in connection with MDL 2179 pursuant to the Retainer Agreement. Under the Retainer Agreement, the Debtors assigned to LKSA 20% of all gross sums realized by the Debtors by reason of suit, settlement or judgment. In addition, the Retainer Agreement obligated the Debtors to reimburse LKSA its proportionate share of the necessary and proper expenses and costs incurred by LKSA in order to properly prepare and present Debtors economic loss claims in Court or otherwise. 9. Based upon the terms of the Retainer Agreement, the Debtors seek authority to pay LKSA its contingency fee in the amount of $706, and reimbursement of costs in the amount of $18, A schedule of LKSA s expenses is attached hereto as Exhibit D. 10. Given the contingency fee arrangement that was set in place in 2012, the Debtors request that LKSA not be required to file fee applications in these cases. Since 2012 and throughout the pendency of the Debtors cases, LKSA has been working on behalf of the Debtors to reach a settlement with BP. Such work has gone uncompensated because of the agreement to accept compensation in the form of a reduced contingency fee. This contingency fee is the only form of compensation that LKSA will seek from the Debtors (in addition to the reimbursement of reasonable expenses). The information requirements set forth in Local Rule contemplate a fee arrangement whereby the professional bills by the hour, and therefore, the requirements are not readily satisfied or as relevant in the context of a contingency fee 4

5 Case CSS Doc 1290 Filed 07/01/16 Page 5 of 9 arrangement. Accordingly, the Debtors requests that the Court waive the informational requirements set forth in Local Rule and allow LKSA to be compensated in accordance with the contingency fee arrangement without the need to file any fee applications with the Court. 11. As set forth in the Sterbcow Declaration, LKSA s usual contingency fee is 35% to 40% of all gross sums realized in a litigation. The Debtors understand that LKSA substantially reduced its fee to 20% of the gross recovery, plus cost reimbursement, and the Debtors believe that the contingency fee is reasonable and comparable to other similar firms. C. Compensation Received by LKSA from the Debtors 12. Other than as set forth above, there is no proposed arrangement between the Debtors and LKSA for compensation. D. No Duplication Of Services 13. LKSA s services were not duplicated by any other professional retained by Debtors. LKSA was the Debtors sole counsel in MDL E. Disinterestedness of LKSA 14. To the best of the Debtors knowledge, as set forth in the Sterbcow Declaration, (i) LKSA is a disinterested person within the meaning of Bankruptcy Code section 101(14), as required by Bankruptcy Code section 327(a), and does not hold or represent an interest adverse to the Debtors estates and (ii) LKSA has no connection to the Debtors, their creditors, or any parties in interest. 5

6 Case CSS Doc 1290 Filed 07/01/16 Page 6 of 9 II. LEGAL BASIS FOR RELIEF REQUESTED A. Retention and Employment of LKSA is Permitted Pursuant to Bankruptcy Code Sections 327 and The Debtors seek approval of the retention and employment of LKSA as their attorneys in MDL 2179 pursuant to Bankruptcy Code sections 327(a) and 328(a). Bankruptcy Code section 327(a) provides that a debtor may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the debtor in carrying out its duties. 11 U.S.C. 327(a). 16. The Debtors respectfully request retention of LKSA in accordance with the Retainer Agreement, pursuant to Bankruptcy Code section 328(a), which provides in relevant part, that debtors with the court s approval, may employ or authorize the employment of a professional person under section on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.... Id. 328(a). 17. Bankruptcy Code section 330 permits the court to award to a professional person reasonable compensation for actual, necessary services rendered... and... reimbursement for actual, necessary expenses. Id. 330(a)(1). In determining the amount of reasonable compensation to be awarded, a court will consider the nature, extent, and value of services provided by the professional, taking into account factors such as the time spent on such services, the rates charged for such services, whether such services were necessary, whether such services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the issue, and whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners. See id. 330(a)(3). 6

7 Case CSS Doc 1290 Filed 07/01/16 Page 7 of 9 Fed. R. Bankr. P. 2014(a). 18. Bankruptcy Rule 2014(a) requires that an application for retention include [S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant s knowledge, all of the [firm s] connections with the debtor, creditors, any party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee. 19. Additionally, Local Rule requires an entity seeking approval of employment under Bankruptcy Code section 327(a) to file a motion, supporting affidavit, and proposed order, all of which have been satisfied by this Application, the Sterbcow Declaration, and the proposed order. Further, in accordance with Local Rule , LKSA acknowledges its continuing duty to supplement the Sterbcow Declaration with additional material information relating to the employment of LKSA, if necessary. 20. As stated in the Sterbcow Declaration, LKSA is a disinterested person within the meaning of Bankruptcy Code section 101(14), as required by Bankruptcy Code section 327(a), and does not hold or represent an interest adverse to the Debtors estate and has no connection to the Debtors, its creditors, or any parties in interest. Further, the Debtors submits that the retention of LKSA was appropriate and complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and the U.S. Trustee Guidelines. NOTICE 21. The Debtors will provide notice of this Application via first class mail to (i) the Office of the United States Trustee for the District of Delaware; (ii) counsel to Bank of America, N.A., as the Pre-Petition Senior Agent under the Pre-Petition Senior Loan Agreement 7

8 Case CSS Doc 1290 Filed 07/01/16 Page 8 of 9 and the DIP Agent under the DIP Facility Agreement (as defined in the DIP Order [D.I. 282]); (iii) counsel to ABC Funding, LLC, as the Pre-Petition Junior Agent under the Pre-Petition Junior Loan Agreement; (iv) Bank of New York Mellon Trust Company, N.A., as the Indenture Trustee for the Convertible Notes; (v) counsel to the Official Committee of Unsecured Creditors; (vi) the Internal Revenue Service; and (vii) any party that has requested notice under Bankruptcy Rule A copy of this Motion is also available on the Debtors case website at https// 22. Debtors submit that no other or further notice is necessary under the circumstances. NO PRIOR APPLICATION 23. The Debtors have not made any prior application for the relief sought in this Application to this Court or any other. 8

9 Case CSS Doc 1290 Filed 07/01/16 Page 9 of 9 The Debtors respectfully request entry of an order granting the relief requested and any other relief as is just and proper. Dated July 1, 2016 Houston, Texas /s/ John Abadie John Abadie Chief Operating Officer of Cal Dive International, Inc. 9

10 Case CSS Doc Filed 07/01/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re CAL DIVE INTERNATIONAL, INC., et al., 1 Debtors x Chapter 11 Case No (CSS) (Jointly Administered) Hearing Date August 15, 2016 at 300 p.m. (ET) Objection Deadline July 15, 2016 at 400 p.m. (ET) NOTICE OF APPLICATION AND HEARING PLEASE TAKE NOTICE that, on July 1, 2016, Cal Dive International, Inc. and its affiliated debtors and debtors in possession (collectively, the Debtors ) filed the Debtors Application for Entry of an Order (I) Authorizing the Employment and Retention of Lewis, Kullman, Sterbcow & Abramson as Attorneys for the Debtors and (II) Waiving Certain Requirements of Local Rule (the Application ) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that any responses or objections to the Application must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3 rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned counsel for the Debtors on or before July 15, 2016 at 400 p.m. (ET). PLEASE TAKE FURTHER NOTICE that if any objections to the Application are received, the Application and such objections shall be considered at a hearing before The Honorable Christopher S. Sontchi, United States Bankruptcy Judge for the District of Delaware, at the 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are Cal Dive International, Inc. (0501), Cal Dive Offshore Contractors, Inc. (4878), Affiliated Marine Contractors, Inc. (8678), Fleet Pipeline Services, Inc. (2104), Gulf Offshore Construction, Inc. (2106), and CDI Renewables, LLC (4985). The Debtors corporate headquarters is at 2500 CityWest Boulevard, Suite 2200, Houston, TX RLF v.1

11 Case CSS Doc Filed 07/01/16 Page 2 of 2 Bankruptcy Court, 824 North Market Street, 5 th Floor, Courtroom 6, Wilmington, Delaware on August 15, 2016 at 300 p.m. (ET). PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTIONS TO THE APPLICATION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated July 1, 2016 Wilmington, Delaware /s/ Amanda R. Steele RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Amanda R. Steele (No. 5530) Rachel L. Biblo (No. 6012) One Rodney Square 920 North King Street Wilmington, Delaware Telephone (302) Facsimile (302) and - O MELVENY & MYERS LLP George A. Davis (admitted pro hac vice) Andrew M. Parlen (admitted pro hac vice) Daniel S. Shamah (admitted pro hac vice) Times Square Tower Seven Times Square New York, NY Telephone (212) Facsimile (212) Suzzanne S. Uhland (admitted pro hac vice) Two Embarcadero Center 28th Floor San Francisco, CA Telephone (415) Facsimile (415) Attorneys for the Debtors and Debtors in Possession RLF v.1 2

12 Case CSS Doc Filed 07/01/16 Page 1 of 4 Exhibit A Proposed Order

13 Case CSS Doc Filed 07/01/16 Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re CAL DIVE INTERNATIONAL, INC., et al., 1 Debtors x Chapter 11 Case No (CSS) (Jointly Administered) ORDER (I) AUTHORIZING THE EMPLOYMENT AND RETENTION OF LEWIS, KULLMAN, STERBCOW & ABRAMSON AS ATTORNEYS FOR THE DEBTORS AND (II) WAIVING CERTAIN REQUIREMENTS OF LOCAL RULE Upon the application (the Application ) 2 of the Debtors for entry of an order (this Order ) (i) authorizing and approving the employment and retention of Lewis, Kullman, Sterbcow & Abramson ( LKSA ) and (ii) waiving certain requirements of Local Rule , as more fully set forth in the Application; and upon due and sufficient notice of the Application having been provided under the particular circumstances, and it appearing that no other or further notice need be provided; and the Court having jurisdiction to consider the Application and the relief requested therein in accordance with 28 U.S.C. 157 and 1334; and consideration of the Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b)(2); and that this Court may enter a final order consistent with Article III of the United States Constitution; and venue being proper before this Court under 28 U.S.C and 1409; and a hearing having been scheduled and, to the extent necessary, held to consider the relief requested in the Application (the Hearing ); and upon the Sterbcow Declaration submitted in 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are Cal Dive International, Inc. (0501), Cal Dive Offshore Contractors, Inc. (4878), Affiliated Marine Contractors, Inc. (8678), Fleet Pipeline Services, Inc. (2104), Gulf Offshore Construction, Inc. (2106), and CDI Renewables, LLC (4985). The Debtors corporate headquarters is at 2500 CityWest Boulevard, Suite 2200, Houston, TX Capitalized terms used but not defined in this Order have the meanings used in the Application.

14 Case CSS Doc Filed 07/01/16 Page 3 of 4 support of the Application, the record of the Hearing (if any was held), and all the proceedings had before the Court; and the Court having found and determined that LKSA holds no interest adverse to the Debtors or their estates and is a disinterested person, as that term is defined in Bankruptcy Code section 101(14) and as required by Bankruptcy Code section 327(a) and that the employment and retention of LKSA is in the best interests of the Debtors, their estates and creditors, and any parties in interest; and that the legal and factual bases set forth in the Application and at the Hearing (if any was held) establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT 1. The Application is granted as set forth herein. 2. The Debtors are authorized to employ and retain LKSA as their attorneys in MDL The Debtors are authorized to pay LKSA its contingency fee in the amount $706, and reimbursement of expenses in the amount of $18, and LSKA shall not be required to file a separate fee applications for the allowance of these fees and expenses. 4. Notice of the Application as provided therein is deemed to be good and sufficient notice of such Application, and the requirements of the Local Rules are satisfied by the contents of the Application. 5. The Debtors and OMM are authorized and empowered to take all actions necessary or appropriate to implement the relief granted in this Order in accordance with the Application.

15 Case CSS Doc Filed 07/01/16 Page 4 of 4 6. This Court shall retain jurisdiction over all matters arising from or related to the implementation or interpretation of this Order. 7. In the event of any inconsistency between the Application, the Sterbcow Declaration, and this Order, this Order shall govern. Dated, 2016 Wilmington, Delaware THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

16 Case CSS Doc Filed 07/01/16 Page 1 of 3 Exhibit B Retainer Agreement

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19 Case CSS Doc Filed 07/01/16 Page 1 of 7 Exhibit C Sterbcow Declaration

20 Case CSS Doc Filed 07/01/16 Page 2 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE X In re CAL DIVE INTERNATIONAL, INC., et al., 1 Debtors. Chapter 11 Case No (CSS) (Jointly Administered) X DECLARATION OF PAUL M. STERBCOW IN SUPPORT OF DEBTORS APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE EMPLOYMENT AND RETENTION OF LEWIS, KULLMAN, STERBCOW & ABRAMSON AS ATTORNEYS FOR THE DEBTORS AND (II) WAIVING CERTAIN REQUIREMENTS OF LOCAL RULE I, Paul M. Sterbcow, under penalty of perjury, declare as follows 1. I am managing partner of the firm Lewis, Kullman, Sterbcow & Abramson ( LKSA ), counsel to Cal Dive International, Inc. and its affiliated debtors and debtors in possession (the Debtors ) in MDL I submit this declaration (the Declaration ) pursuant to Bankruptcy Code sections 327(a), 328(a), 329, and 330, Bankruptcy Rules 2014(a) and 2016(a), and Local Rules and , in support of the Debtors Application for Entry An Order (I) Authorizing the Employment and Retention of Lewis, Kullman, Sterbcow & Abramson as Attorneys for the Debtors and (II) Waiving Certain Requirements of Local Rule (the Application ) I have personal knowledge of the facts set forth herein and, if called as a witness, I would testify thereto. 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are Cal Dive International, Inc. (0501), Cal Dive Offshore Contractors, Inc. (4878), Affiliated Marine Contractors, Inc. (8678), Fleet Pipeline Services, Inc. (2104), Gulf Offshore Construction, Inc. (2106), and CDI Renewables, LLC (4985). The Debtors corporate headquarters is at 2500 CityWest Boulevard, Suite 2200, Houston, TX Capitalized terms used but not defined in this Declaration have the meanings used in the Application.

21 Case CSS Doc Filed 07/01/16 Page 3 of 7 LKSA s Qualifications 4. LKSA is a plaintiff litigation law firm, with five lawyers and its office located in New Orleans, Louisiana. LKSA provides legal services to plaintiffs primarily in the areas of admiralty, medical malpractice, products liability and commercial litigation. I am a managing partner and have thirty years of experience litigating Gulf of Mexico offshore oilfield injury, death and pollution cases. I am a fellow of the American College of Trial Lawyers and the International Academy of Trial Lawyers and a member of the Plaintiff s Steering Committee ( PSC ) in In re Oil Spill by the Oil Rig Deepwater Horizon in the Gulf of Mexico on April 20, 2010, MDL No ( MDL 2179 ). I was the lead trial counsel in the ten week liability trial against Haliburton and Transocean, and one of two PSC members who lead the prosecution of the Oil Pollution Act (33 U.S.C. 2701, et. seq.) economic loss cases. Debtors lawsuit MDL 2179 was one of those cases 5. LKSA was engaged by the Debtors in its economic loss claim litigation against BP, PLC and related BP entities arising out of the April 20, 2010 explosion and sinking of the Deepwater Horizon drilling rig and subsequent discharge of oil from BP s Macondo well in May 2012 to provide legal representation to the Debtors. For the ensuing four years LKSA represented the Debtors in MDL 2179 until a settlement of Debtors claims against BP was reached on May 3, Services Provided 6. Prior to the settlement, the Debtors requested that LKSA render all required legal services in connection with MDL The professional services LKSA rendered to the Debtors included the following Participated in multiple meetings with Debtors management and retained forensic economic loss experts to review Debtors business history, business performance and financial status.

22 Case CSS Doc Filed 07/01/16 Page 4 of 7 Conducted ongoing legal analysis to determine whether and to what extent Debtors financial losses could be claimed to have resulted from or had been due to the uncontrolled Macondo discharge as required by 33 U.S. C Prepared Debtors Statutory Presentment pursuant to 33 U.S. C. 2713(a), the section of The Oil Pollution Act, 33 U.S.C. 2701, et. seq. (1990) requiring an economic loss claimant to provide evidence of its claimed losses and a sum certain for a review by the statutory responsible party. Prepared and filed a Complaint for Damages on behalf of Debtors in MDL 2179 in the United States District Court, Eastern District of Louisiana when BP refused to negotiate a claim settlement Played a prominent role in discovery and trial preparation of the moratorium cases in the phase of MDL 2179 called The OPA Test Cases which effort lasted 30 months and included review of over 85,000 documents, preparation and filing of Motions, participation in numerous OPA Test Case Court conferences, multiple meetings with forensic economic loss experts and participation in eight depositions in Houston, Texas. Participated in extensive negotiations with BP through settlement neutrals appointed by Judge Barbier and overseen by United States District Magistrate Judge Sally Shushan. Negotiation of the best and final confidential settlement offer, which offer was reviewed and approved by Judge Shushan and ultimately (and prudently) accepted by Debtors. Professional Compensation 7. LKSA seeks allowance of its contingency fee earned in connection with MDL 2179 pursuant to the Retainer Agreement. Under the Retainer Agreement, the Debtors assigned to pay LKSA 20% of all gross sums realized by the Debtors by reason of suit, settlement or judgment. Additionally, under the Retainer Agreement, the Debtors are obligated to reimburse LKSA its proportionate share of the necessary and proper expenses and costs incurred by LKSA in order to properly prepare and present Debtors economic loss claims in Court or otherwise.

23 Case CSS Doc Filed 07/01/16 Page 5 of 7 8. Based upon the terms of the Retainer Agreement, LKSA seeks payment of its contingency fee in the amount $706, and reimbursement of expenses in the amount of $18, Notably, LKSA s usual contingency fee is 35% to 40% and LKSA substantially reduced its fee to 20% of the gross recovery, plus cost reimbursement. 10. Other than as set forth herein, there is no proposed arrangement between the Debtors and LKSA for compensation to be paid for LKSA s services. LKSA has not received any compensation for legal services or any cost reimbursement as of this date. Disinterestedness of LKSA 11. To the best of my knowledge, LKSA does not represent and will not represent any entity, other than the Debtors in MDL 2179 in any other matters 12. To the best of my knowledge, LKSA (i) is not a creditor, an equity interest holder, or an insider of the Debtors; (ii) is not and was not, within two years before the Petition Date, a director, officer, or employee of the Debtors; and (iii) does not have any interest materially adverse to the interests of the Debtors estate or of any class of creditors or equity interest holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors or for any other reason. Accordingly, I believe that LKSA is a disinterested person, as that term is defined in Bankruptcy Code section 101(14), as modified by Bankruptcy Code section 1107(b). 13. To the best of my knowledge, the partners, counsel, associates, and employees of LKSA do not have any connection with the Debtors, their known creditors, other known or potential parties in interest, the U.S. Trustee or any person employed in the office of the U.S. Trustee, any United States Bankruptcy Judge for the District of Delaware or the Clerk of

24 Case CSS Doc Filed 07/01/16 Page 6 of 7 the Bankruptcy Court for the District of Delaware, or any person employed by the office of such clerk. 14. I caused LKSA to review and analyze the conflicts database to determine whether LKSA had any relationships with the principal parties in interest in these cases (the Potential Parties in Interest ), including (i) Cal Dive s affiliates; (ii) Cal Dive s significant equity interest holders; (iii) the Debtors largest prepetition secured lenders; (iv) Cal Dive s top 30 unsecured creditors; (v) administrative and collateral agents of the Debtors prepetition credit facilities; (vi) the entities revealed by a search of Uniform Commercial Code filings in the state of Delaware, where the Debtors are incorporated; (vii) the members of the Debtor boards of directors and certain senior employees; (viii) litigation parties; (ix) insurance carriers; (x) utility providers; (xi) landlords; (xii) professionals engaged by the Debtors in these chapter 11 cases and otherwise; (xiii) Bankruptcy Judges in the District of Delaware, the U.S. Trustee, and their respective key staff members; and (xiv) other vendors, customers, and potential parties in interest. 15. In addition, LKSA made inquiry to all LKSA employees requesting disclosure of any relationship with (a) any Bankruptcy 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. LKSA also requested disclosure by all employees, to the best of their knowledge, of any claims held against, or equity interest in, the Debtors and whether any LKSA employee is or was a director, officer, or general partner of the Debtors or a relative of a director, officer, or general partner of the Debtors.

25 Case CSS Doc Filed 07/01/16 Page 7 of These searches confirmed LKSA had no relationship with any Potential Parties in Interest within the last three years and, to the best of my knowledge, no LKSA attorney or employee was related to any United States Bankruptcy Judge for the District of Delaware or to the U.S. Trustee or any employee in the office thereof. 17. The Debtors have 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, LKSA is unable to state with absolute certainty whether its clients or such clients affiliates hold claims or otherwise are parties in interest in these chapter 11 cases. If LKSA discovers any information that is contrary or pertinent to the statements made herein, LKSA 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 Debtors chapter 11 cases. 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 information, knowledge, and belief. Executed on July 1, 2016 /s/ Paul M. Sterbcow Paul M. Sterbcow Managing Partner Lewis, Kullman, Sterbcow & Abramson 601 Poydras Street, Suite 2615 New Orleans, Louisiana Telephone (504) Fax (504) Sterbcow@lksalaw.com

26 Case CSS Doc Filed 07/01/16 Page 1 of 2 Exhibit D Schedule of Expenses

27 Case CSS Doc Filed 07/01/16 Page 2 of 2 Report Name - Standard Detail Report Attorney - Run Date - 06/29/2016 Activity - ALL ALL Case ID Cost Category - ALL Case Status - Case Type - ALL Specified Amount - ALL ALL CASEID STYLE STATUS CAL DIVE INTERNATIONAL, INC. vs. TRANSOCEAN (DWH) ACTIVE Invoice Date/No. Check Date/No. 07/06/2012 SA TRAVEL, MEALS Description Payee Cost Category Amount AMEX ENDING , /11/2012 SG /11/ AIRFARE, TAXI CREDIT CARD CENTER /21/2012 SG /21/ OFFSITE COPIES PROFESSIONAL SHORTHAND /31/2013 SJ RECLASS ASHER CPA EXPENSE DWH TO CAL DIVE , /08/2013 SG /08/ EXPERT-ACCT SVCS HAROLD A. ASHER, CPA, L.L , /30/2013 SJ CERTIFIED MAIL-APR `13 CERTIFIED MAIL CHARGES /06/2013 SG /06/ PROCESS SERVER FULL CIRCLE COURIER SVS, /06/2013 SG /06/ PROCESS SERVER PK`S PROCESS SERVICE PLUS /08/2013 SA COURT COSTS AMEX ENDING /19/2013 SG /19/ HAGUE SERVICE FEE CIVIL ACTION GROUP DBA /23/2013 SG /23/ FILING FEES FILE&SERVE EXPRESS, LLC /19/2015 SG /19/ FILE, SERVE FILE & SERVEXPRESS HOLDIN /31/2015 SJ PACER CHARGES 05/31/2015 SJ PACER RESEARCH PACER CHARGES PACER CHARGES /20/2015 SG /20/ EXPERT FEES HAROLD A. ASHER, CPA, L.L , /25/2016 SD BP SETTLEMENT FUNDS BP SETTLEMENT FUNDS ,530, /31/2016 SA LKSA OUTGOING WIRE BP SETTLEMENT PROCEEDS ,805, Trust Funds 724, Advances 0.00 CourtCost 0.00 Expense 18, UnReimbursed 18, Assignments 0.00 Fees Earned 0.00 Cost Limit Summary By Cost Category Cost Category GL Description CLIENT COSTS 18, Totals COLLECTIONS FOR BP CLIENTS -724, Grand Total -706, Page Number 1