PBGC01RP1700280001.pdf

NSN 7540-01-152-8070 STANDARD FORM 30. (Rev. 10-83) Previous Edition unusable Prescribed by GSA FAR (48 CFR) 53.243

Page of Pages AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. Contract ID Code

2. AMENDMENT MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (if applicable)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than item 6) CODE

(x) 9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NO.

8. NAME AND ADDRESS OF CONTRACTOR (NO., Street, Country, State and ZIP Code)

CODE FACILITY CODE

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of offers is extended, is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning ______ copies of amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OR OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment your desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

Check One

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return _______ copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible)

Except as provided herein, all terms and conditions of the document referenced in item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

15B. CONTRACTOR/OFFEROR 16B. UNITED STATES OF AMERICA

(Signature of person authorized to sign)

15C. DATE SIGNED

(Signature of Contracting Officer)

16C. DATE SIGNED

Table of Contents

PAGE 2 OF 11 PBGC01RP1700280001

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 PRICING SCHEDULE

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 PERFORMANCE WORK STATEMENT

PAGE 3 OF 11 PBGC01RP1700280001

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 PRICING SCHEDULE

1.1 DESCRIPTION OF SERVICES

The contractor shall provide financial advisory services as set forth in the Performance Work Statement

(PWS).

1.2 PERIOD OF PERFORMANCE

The period of performance for this contract shall consist of the following:

Base Period Six (6) Months

Option Period 1 Six (6) Months

1.3 CLIN/PRICING SCHEDULE

CLIN No. Description Qty Unit of

Issue

Unit Price Extended Price

Base Period

0001 High Level of Effort (Firm Fixed

Price). Perform services as required in Section C.

6 MO $ $

Option Period 1

1001 High Level of Effort (Firm Fixed

Price). Perform services as required in Section C.

6 MO $ $

Total (Base and Option Periods): $

1.4 LEVEL OF EFFORT PRICING

Level of Effort Base Period Monthly Price Option Period 1 Monthly

Price

High $ $

Medium $ $

Low $ $

Case

Monitoring

Support

PBGC currently anticipates this engagement to require a combination of high and medium levels of effort; however, in order to address the uncertainties associated with the level of activity and duration of a bankruptcy or restructuring, PBGC will use a monthly fee arrangement, adjusted to the expected level of effort required. Each of the four levels of effort - low, medium, high, and case monitoring support - will be paid on a firm fixed price basis as set forth in Section 1.4 above. The level of effort will be established by PBGC. At the beginning of each month for the duration of the contract, PBGC may propose a level of effort to the Contractor based on the expected activity of the bankruptcy or restructuring for the coming month. If the Contractor disagrees, the Contractor may submit detailed information supporting a request

PAGE 4 OF 11 PBGC01RP1700280001

for a different level of effort. PBGC will then consider the information and make a final decision. Work shall continue during pricing discussions.

PAGE 5 OF 11 PBGC01RP1700280001

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 PERFORMANCE WORK STATEMENT

PERFORMANCE WORK STATMEMENT (PWS)

1. PROJECT TITLE: Financial Advisory Services in Support of PBGC’s Interests in Westinghouse Electric

Company

2. BACKGROUND:

CFRD is reviewing PBGC’s exposure to the underfunded defined benefit pension plans sponsored by Westinghouse Electric Company (“WEC”), which is ultimately owned by Toshiba. WEC filed a Chapter 11 bankruptcy on March 29, 2017.

CFRD requires the assistance of a financial advisory services firm to assist in determining the value of the WEC controlled group, including non-debtor U.S. and foreign entities. PBGC seeks assistance in evaluating WEC’s restructuring plans. There is great uncertainty on the route WEC may eventually take in its bankruptcy. WEC current restructuring plan contemplates keeping the pension plans (“Plans”). However, if all or a significant portion of WEC assets are sold, PBGC may require assistance in evaluating the remaining entity’s ability to afford the pension plans. The financial advisory firm will help represent PBGC in discussions with the debtor and other parties to the bankruptcy. Based on the findings of the contractor’s analysis, PBGC may require assistance in developing, and potentially executing, a responsive plan of action.

3 SCOPE:

3.1 The contractor shall provide bankruptcy and restructuring support at the appropriate level of effort;

PBGC requires the four levels of support (High, Medium, Low, Case Monitoring Support) as described below.

3.1.1 Low: Contractor activity limited to monitoring events, participating in regularly scheduled meetings, and providing regular updates to PBGC. Activities typically include no more than:

3.1.1.1 Waiting for responses to requests for information

3.1.1.2 Participating in creditors committee calls (and similar types of meetings/ calls)

3.1.1.3 Reviewing routine, periodic reports, such as weekly cash-flow

3.1.1.4 Drafting information requests

3.1.1.5 Establishing relationships with relevant parties

3.1.1.6 Obtaining access to the data room

3.1.2 Medium: Contractor activity increased to analyzing information received about Plan Sponsor and modeling the information to provide PBGC with reports concerning risk and strategies to mitigate risk. Activities typically include no more than the following and may require one activity from High:

3.1.2.1 Drafting information requests

3.1.2.2 Establishing relationships with relevant parties

3.1.2.3 Obtaining access to the data room

3.1.2.4 Identifying the plan's controlled group

3.1.2.5 Developing a recommended strategy & plan of execution

3.1.2.6 Running data through established models

3.1.2.7 Waiting for responses to requests for information

3.1.2.8 Participating in creditors committee calls (and similar types of meetings/ calls) and provide written summaries with analysis

3.1.2.9 Reviewing routine, periodic reports, such as weekly cash-flow statements

PAGE 6 OF 11 PBGC01RP1700280001

3.1.2.10 Occasional discussions with relevant parties

3.1.3 High: Contractor activity is intense, including negotiations, highly-engaged participation in lengthy meetings, rapid analysis and reporting. Activities include those performed during a Medium level of effort, plus two or more of the following:

3.1.3.1 Developing models and running data through model

3.1.3.2 Developing recommendations as to whether the plan sponsor can afford to maintain the pension plan

3.1.3.3 Determining the feasibility of the proposed capital structure

3.1.3.4 Valuing the plan's controlled group

3.1.3.5 Performing a net worth analysis

3.1.3.6 Negotiations

3.1.4 Case Monitoring Support: On rare occasions, there may be a period where minimal work will be performed by the contractor. Case Monitoring Support consists of:

3.1.4.1 Low level case monitoring

3.1.4.2 Responsive communications: calls or written email answers, recommendations, and/or advice to the CFRD case team. Responsive communications is defined as a returned response within 72 hours to any CFRD case team inquiry and written notice of any pertinent movement on the case by the Contractor within 24 hours requiring CFRD case team attention.

3.1.4.3 Continuation of the monthly status report requirement.

4 APPLICABLE DOCUMENTS:

4.1 The following references are applicable to this requirement and requires for the contractor to ensure they read and understand these guidelines/regulations:

4.1.2 NIST SP 800-53, Security and Privacy Controls for Federal Information, Systems, and Organizations

4.1.3 NIST SP 800-53A for the Security Assessment and Authorization Policies and Procedures

4.1.4 FIPS Publication 199, Standards for Security Categorization of Federal Information and Information

Systems

4.1.5 PBGC Directive GA 10-12, Guidelines for the Usage of Foreign Nationals in PBGC Contracts

4.1.6 PBGC Directive IM 05-02, Information Security Policy

4.1.7 PBGC Directive IM 05-09, Information Privacy Program

4.1.8 PBGC Directive IM 10-03, Protecting Sensitive Information

Note: Electronic copies of these directives will be provided to offerors upon request.

5 PERFORMANCE REQUIREMENTS

5.1 Throughout the engagement the contractor shall:

5.1.1 Engage extremely quickly with CFRD to develop a specific understanding of PBGC's interests in the case and begin formulating a recommended strategy.

5.1.2 Assist CFRD in establishing relationships with all relevant parties to the transaction.

5.1.3 Develop and continually update requests for information from the debtor/company that will facilitate both CFRD's and the Contractor's understanding of the case and the development of a strategy to protect PBGC's interests.

5.1.4 Obtain access to all relevant information, including any data rooms, whether by consent or by supporting PBGC in issuing an administrative subpoena or in obtaining a court order.

5.1.5 Attend, in person or by telephone (as directed by CFRD), all relevant meetings about the transaction, to summarize in writing the discussions that occur during those meetings, and to provide CFRD with

PAGE 7 OF 11 PBGC01RP1700280001

those written summaries by the next calendar day or earlier, as directed by CFRD.

5.1.6 Assist PBGC in all activities as a member of the unsecured creditors’ committee. Analyze any proposed disclosure statement, including go forward business plan, and plan of reorganization.

5.1.7 Develop a recommended strategy and plan of execution to protect PBGC's interests, and present that strategy and plan to CFRD for discussion and approval. This includes updating the strategy and plan of execution as facts and circumstances change.

5.1.8 Assist in implementing strategy including negotiation support.

5.1.9 Provide CFRD with a written recommendation as to whether the plan sponsor (and, as appropriate, controlled group members) can maintain the plan after the transaction closes after the bankruptcy or restructuring, or is it in the best interests of the Plan and PBGC to terminate the Plan. This may, as required by CFRD, be expressed as a probability.

5.1.10 Assist in the selection of an expert witness, if necessary. Contractor shall also prepare for and/or assist PBGC(or attorneys representing PBGC) in preparing for hearings and depositions, analyzing reports and testimony of opposing experts, and preparing for cross-examination of opposing experts, all in a non-legal capacity.

5.1.11 (Optional Task) Provide expert witness testimony concerning the affordability of the pension plan and related matters. Expert witness testimony will be negotiated and included into the contract via modification if determined to be required by the Contracting Officer (CO) and the Contracting Officer Representative (COR).

5.1.12 Identify ways to maximize PBGC's recovery, if PBGC or a court terminates the pension plan.

Present alternatives to CFRD for consideration, and then negotiate with relevant parties to arrive at the selected alternative.

5.1.13 Identify the pension plan's controlled group in its entirety, to include foreign controlled group members and their contacts with U.S. entities, and, in bankruptcies, differentiating between debtor and non-debtor entities.

5.1.14 Develop, as directed by CFRD, alternative arrangements to the debtor's/company's plans that are more favorable to PBGC. If the an alternative arrangement is approved by CFRD, present the arrangement to all appropriate parties and advocate in favor of the alternative arrangement

5.1.15 Analyze all relevant information to determine whether the plan sponsor can afford to maintain the pension plan for at least three years following the sponsor's emergence from bankruptcy protection/restructuring activities. This may include, as relevant and directed by CFRD the following:

5.1.15.1 Review all court filings and other materials issued by the debtor/company or related parties.

5.1.15.2 Review all iterations of a debtor's business model, disclosure statement, and all proposed plans of reorganization.

5.1.15.3 Constructing and running data through models (either developed by the Contractor, or models adapted for use in specific task orders) to ascertain the debtor's/company's cash flows in base-case and downside scenarios. These models must account for likely changes in the industry and macro-economic conditions, as well as unrealistic assumptions made by the debtor/company.

5.1.15.4 Review and determine the feasibility of the debtor's/company's proposed capital structure.

5.1.16 Value the controlled group and provide PBGC with an opinion as to whether one or more controlled group members can support the pension plan. In the event of termination, perform a net worth analysis of the controlled group member in accordance with PBGC Regulation, 29 CFR Part 4062. In contemplation of a plan termination, perform a recovery waterfall under various scenarios.

5.1.17 Performing a net worth analysis for the purposes of recovering terminated plan liabilities.

5.1.18 Review and analyze sponsor’s business plan or other debtor supplied forecasts. This should include a

What-if Analysis, and/or Alternatives.

5.1.19 Other Bankruptcy and Restructuring Support and Related Activities This historically comprises about

PAGE 8 OF 11 PBGC01RP1700280001

10% of the engagement, and can include, but is not limited to, the following sample tasks:

5.1.19.1 Work on multi-employer plans

5.1.19.2 Researching bios of executives and outside professionals coming in for a negotiation

5.1.19.3 Listening to a quarterly earnings report and comparing to projections

5.1.19.4 Comparing information received to a subpoena request

6 PERFORMANCE STANDARDS:

6.1 The Government will evaluate the required services below based upon the extent to which they address the requirements with attention to logical flow, modeling competency, and their ability to address, in a cogent and professional manner, all relevant issues.

Performance Requirement Summary (PRS) Table

Required Services from PWS Specific Performance Measurement Monitoring Method

5.1.3 Develop and continually

update requests for information.

Documents request all relevant information, reflect changes in the case as it progresses, and are initiated timely Documents are professionally written, logically organized, and reflect any specific direction provided by CFRD

100% review by Task Monitor Random samples reviewed by

COR

5.1.4 Obtain access to all relevant

information.

Contractor obtains information available to comparable parties and, when information is not provided, timely alerts CFRD so that legal action can be initiated

100% review by Task Monitor

5.1.5 Attend , in person or by

telephone (as directed by CFRD), all relevant meetings about the case, to include creditors committee meetings, to summarize in writing the discussions that occur during those meetings, and to provide CFRD with those written summaries by the next calendar day or earlier, as directed by

CFRD.

All meetings are attended in person or by telephone.

Meeting summaries are submitted timely

Summaries are professionally written, logically organized, and reflect any specific direction provided by CFRD

100% review by Task Monitor Random samples reviewed by

COR

5.1.7 Develop a recommended

strategy and plan of execution to protect PBGC's interests. This includes updating the strategy and plan of execution as facts and circumstances change.

Plan is developed and updated timely Plan reflects any specific direction provided by CFRD Plan appropriately balances and accounts for PBGC’s competing missions Plan balances various competing interests in the bankruptcy/restructuring activity, considers industry and macroeconomic trends, and recommends a path that is logically designed to protect PBGC's

100% review by Task Monitor and COR

PAGE 9 OF 11 PBGC01RP1700280001

interests Plan is professionally written and logically organized

5.1.9 Provide CFRD with a

written recommendation as to what action PBGC should take regarding the plan sponsor's (and, as appropriate, controlled group members') ability to maintain the plan after emerging from bankruptcy/restructuring activities. This may include, as required by CFRD, a probability analysis.

Recommendation is delivered timely, such that PBGC has appropriate time to react Recommendation logically flows from Contractor's analyses and reflects any specific direction provided by CFRD Recommendation is professionally written and logically organized

100% review by Task Monitor and COR

5.1.10 Assist in the selection of an

expert witness, if necessary.

Contractor shall also prepare for and/or assist PBGC(or attorneys representing PBGC) in preparing for hearings and depositions, analyzing reports and testimony of opposing experts, and preparing for cross-examination of opposing experts, all in a non-legal capacity. Identify ways to maximize PBGC's recovery, if PBGC or a court terminates the pension plan. Present alternatives to CFRD for consideration, and then negotiate with relevant parties to arrive at the selected alternative.

Reports are professional, comprehensive, persuasive, and conform to the specific rules of practice for the relevant court [PBGC will provide additional standards to the Contractor in the event of a need for expert witness reports and testimony.]

100% review by Task Monitor and COR

5.1.12 Identify ways to maximize

PBGC's recovery, if PBGC or a court terminates the pension plan.

Methods are feasible, thoughtful, reflect the particular facts of the case, and are delivered timely Methods are professionally written and logically organized

100% review by Task Monitor Random samples reviewed by

COR

PAGE 10 OF 11 PBGC01RP1700280001

5.1.14 Develop, as directed by

CFRD, alternative plans to the debtor's/company's plans that are more favorable to PBGC.

Plans are comprehensive, logical, and facilitate presentation to relevant parties, including a court. Plans are professionally written and logically organized

100% review by Task Monitor Random samples reviewed by

COR

5.1.15 Analyze all relevant

information to determine whether the plan sponsor can afford to maintain the pension plan for at least three years following the sponsor's emergence from bankruptcy protection/restructuring activities.

Analyses are developed and updated timely, and reflect any specific direction provided by CFRD Analyses are factually accurate, comprehensive, account for base case and downside scenarios, denote source material, consider industry and macro-economic trends, and facilitate quick review by PBGC Analyses are professionally written and logically organized

100% review by Task Monitor Random samples reviewed by

COR

5.1.16 Value the controlled group

and provide PBGC with an opinion as to whether one or more controlled group members can support the pension plan. In the event of plan termination, perform a net worth analysis of the controlled group member in accordance with PBGC regulation, 29 CFR Part 4062. In contemplation of a plan termination, perform a recovery waterfall under various scenarios.

Valuations and analyses are submitted timely, reflect any specific direction provided by CFRD, reflect industry standards, and conform to regulatory requirements.

Valuations and analyses are professionally written and logically organized

100% review by Task Monitor and COR

5.1.18 Do a What-if Analysis

and/or Alternatives Analysis of the Sponsor’s Business Plan

Alternatives are comprehensive, logical, and facilitate presentation to relevant parties, including a court.

Alternatives are professionally written and logically organized

100% review by Task Monitor Random samples reviewed by

COR

5.1.19 Other Bankruptcy and

Restructuring Support and Related Activities

[To be provided by PBGC.] To be determined

7 DELIVERABLES AND DELIVERY SCHEDULE:

7.1 During the engagement the contractor shall deliver preliminary and final versions of the following. The contractor shall provide the information in a series of incremental reports as research/tasks are performed. A valuation (going concern and liquidation) of each member of WES’ controlled group.

7.1.1 An analysis of WES’ business model and capital structure under various restructuring plans. The analysis should address the prospects of the company and whether the capital structure will support a viable enterprise.

7.1.2 Net worth analysis of WES’ controlled group under various restructuring plans.

PAGE 11 OF 11 PBGC01RP1700280001

7.1.3 An analysis of the affordability of WES’ ongoing pension contributions on a cash-flow basis utilizing under various restructuring/refinancing alternatives. Key assumptions underlying the scenarios should be identified and justified.

7.1.4 An analysis of the feasibility of WES’s interim and long-term business plans, contemplating various restructuring/refinancing alternatives.

7.1.5 A list of potential options for PBGC to mitigate the risk posed by WES’ financial situation along with a recommended course of action. All options should be explained in detail.

7.1.6 A recovery analysis of PBGC’s claims assuming a pension plan(s) termination.

7.1.7 The contractor shall provide bi-weekly reports that include the following items listed below. The format of the reports and the report schedule will be specified upon award as agreed upon by the COR and the contractor.

7.1.7.1 Status of tasks to be performed;

7.1.7.2 Open issues for discussion with PBGC;

7.1.7.3 Work Completed; and,

7.1.7.4 Incremental Reports as research/tasks are performed;

7.1.8 Final Report at the end of the engagement.

8 PLACE OF PERFORMANCE

8.1 The primary place of performance will be the contractor’s facilities.

9 PERIOD OF PERFORMANCE

9.1 The Period of Performance will consist of a Base Period and one Option Period.

9.1.1 Base Period is six months

9.1.2 Option Period One is six months

Deliverable Suspense

7.1 A valuation of each members of WEC’s controlled group As negotiated with project manager.

7.1.1 Analysis of WEC’s business model and capital structure

under various restructuring plans.

As negotiated with project manager.

7.1.2 Net Work analysis of WEC’s controlled group under various restructuring plans.

As negotiated with project manager.

7.1.3 Analysis of WEC’s on-going pension contributions. As negotiated with project manager.

7.1.4 Analysis of the feasibility of WEC’s interim and long-term business plans.

As negotiated with project manager.

7.1.5 List of potential options for PBGC to mitigate risk posed by WEC and recommended course of action.

As negotiated with project manager.

7.1.6 Recovery analysis of PBGC’s claims assuming pension

plan(s) termination.

As negotiated with project manager.

7.1.7 Bi-Weekly Reports Biweekly and/or as negotiated with

project manager.

7.1.8 Final Report At the end of the period of

performance or as determined between the COR/Project Manager.