ANWWQ$$II. Amex’s Services Conferred a Direct, Significant and Demonstrably Positive Benefit upon the Estates 31. Amex’s actions benefited significant creditor constituencies that would have received considerably lower recoveries over a period of protracted bankruptcy proceedings but for
Amex’s involvement above and beyond its role as a Committee member. 32. Without Amex negotiating alongside the Committee professionals, this case very likely would have resolved with the initial Mercuria deal proposed at the commencement of this
case—a section 363 sale of all of the Reorganized Debtors’ assets without fair value for the over
$300 million in litigation claims and uncertain recoveries to general unsecured creditors. See Sale
Motion. Instead, the Restructuring Support Agreement led to a now confirmed and effective
Chapter 11 Plan that includes: (a) payment in full in cash of all administrative and priority claims;
(b) payment in full or the reinstatement of all secured claims; (c) payment in full in cash of all
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unsecured claims at Reorganized Debtor subsidiaries of Aegean; (d) payment of $40 million in
cash and 100% of the net proceeds of the Litigation Claims until paid in full to the holders of
Aegean Unsecured Claims, and (e) after the Aegean Unsecured Claims are paid in full, holders of
Interests in Aegean to receive the remaining 100% of the net proceeds of the Litigation Claims.
In approximately one month of negotiations, Amex and the Committee increased the recoveries to
unsecured creditors of Aegean by at least $25 million in cash proceeds and proceeds of Litigation
Claims potentially worth $300 million. 33. Amex was undeniably a key player in those negotiations. Counsel for the Committee corroborated Amex’s leading role in the negotiations and suggested that had the
committee professionals “not had the input of American Express and their counsel and not had the
involvement of Cleary Gottlieb in lending their experience and their guidance in those
negotiations,” “it is unclear whether the deal that was achieved with Mercuria would have been possible.”9 See In re U.S. Lines, 103 B.R. at 429 (“Corroborating testimony by a disinterested
party attesting to a claimant’s instrumental acts has proven to be a decisive factor in awarding
compensation to activities which otherwise might not constitute a ‘substantial contribution.’”
(citations omitted)).
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34. In addition, by helping to negotiate a quick (under 5 months) resolution to these cases, Amex’s efforts—alongside those of the Committee—saved the estates many months, if not
years, of continued negotiations, litigation and other significant administrative resource demands.
Not only that, but Amex’s efforts significantly contributed to a global resolution. The estates saved
significant administrative expenses, and creditors received increased distributions beginning at an
earlier date. A creditor like Amex who “[p]articipat[es] in a consensual resolution . . . leading to
a court approved settlement agreement” resulting in substantially increased recoveries for the
estates has conferred a direct, significant and demonstrably positive benefit upon the estates. See
In re U.S. Lines, 103 B.R. at 431. 35. Moreover, the fees and expenses requested in this Application are de minimis when considered in light of the increased recoveries to the estates made possible in part by Amex’s
efforts ( ? $129,000 in fees compared to the increase in cash and projected recoveries for Aegean
creditors of tens of millions of dollars). See, e.g., In re Pow Wow River Campground, Inc., 296
B
