In the United States Bankruptcy Court for the Eastern District of Virginia Richmond Division
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Case 20-32299-KLP Doc 2228 Filed 05/21/21 Entered 05/21/21 15:47:53 Desc Main Document Page 1 of 50 Dennis F. Dunne, Esq. (admitted pro hac vice) Tyler P. Brown (VSB No. 28072) Alan J. Stone, Esq. (admitted pro hac vice) Justin F. Paget (VSB No. 77949) Matthew L. Brod, Esq. (admitted pro hac vice) Jennifer E. Wuebker (VSB No. 91184) MILBANK LLP HUNTON ANDREWS KURTH LLP 55 Hudson Yards Riverfront Plaza, East Tower New York, New York 10001 951 East Byrd Street Telephone: (212) 530-5000 Richmond, Virginia 23219 Facsimile: (212) 530-5219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 Andrew M. Leblanc, Esq. (admitted pro hac vice) S. Robert Marsters, Jr., Esq. (admitted pro hac vice) MILBANK LLP 1850 K Street, NW, Suite 1100 Washington, DC 20006 Telephone: (202) 835-7500 Co-Counsel for the Official Committee of Unsecured Creditors IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION In re: ) ) Chapter 11 INTELSAT S.A., et al.,1 ) ) Case No. 20-32299 (KLP) ) (Jointly Administered) Debtors. ) FOURTH SUPPLEMENTAL DECLARATION OF SAMUEL STAR IN SUPPORT OF THE APPLICATION AUTHORIZING THE EMPLOYMENT AND RETENTION OF FTI CONSULTING, INC. AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO MAY 28, 2020 Pursuant to 28 USC Section 1746, Samuel Star declares as follows : 1. I am a Senior Managing Director with FTI Consulting, Inc., together with its wholly owned subsidiaries and independent contractors (“FTI”), an international consulting firm. I submit this declaration (the “Fourth Supplemental Declaration”) to supplement my prior 1 The Debtors in these cases, along with the last four digits of each Debtor’s tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Dkt. No. 89]. Case 20-32299-KLP Doc 2228 Filed 05/21/21 Entered 05/21/21 15:47:53 Desc Main Document Page 2 of 50 declarations that were submitted in connection with FTI’s retention in these Chapter 11 cases. Unless otherwise noted, I have personal knowledge of the facts set forth herein.2 2. On May 13, 2020, the Debtors commenced these cases by filing voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. 3. On July 13, 2020, the Committee filed an application to retain FTI as its Financial Advisor (the “Application”). In support of the Application, FTI filed a declaration (the “Original Declaration”) executed by the undersigned on behalf of FTI in accordance with the applicable sections of the Bankruptcy Code. On July 27, 2020, the Supplemental Declaration of Samuel E. Star in Support of Application for Order Authorizing the Employment and Retention of FTI Consulting, Inc. as Financial Advisor to the Official Committee of Unsecured Creditors Nunc Pro Tunc to May 28, 2020 [Dkt. No 552] (the “First Supplemental Declaration”) was filed. On July 29, 2020, an order was submitted authorizing the retention of FTI as financial advisor to the Committee (the “Retention Order”). On January 4, 2021, the Declaration of Samuel Star Regarding Hourly Rates of FTI Consulting, Inc. as Financial Advisor to the Official Committee of Unsecured Creditors [Docket No. 1246] (the “Second Supplemental Declaration”) was filed. On February 11, 2021, the Supplemental Declaration of Samuel Star in Support of the Application Authorizing the Employment and Retention of FTI Consulting, Inc. as Financial Advisor to the Official Committee of Unsecured Creditors Nunc Pro Tunc to May 28, 2020 [Docket No. 1462] (the “Third Supplemental Declaration”, and collectively with the Original, First Supplemental and Second Supplemental Declarations, the “Prior Declarations”) was filed. 4. Since the filing of the Third Supplemental Declaration, the following has come to my attention: 2 Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at FTI and are based on information provided by them 2 Case 20-32299-KLP Doc 2228 Filed 05/21/21 Entered 05/21/21 15:47:53 Desc Main Document Page 3 of 50 a. Compass Lexecon, LLC (“Compass Lexecon”) was retained by Kirkland & Ellis LLP (“Kirkland”), in connection with Kirkland’s representation of the Debtors, to provide economic testimony regarding whether the Federal Communications Commission’s incentive payments for early clearance of spectrum were market-based (the “Compass Lexecon Engagement”). b. Compass Lexecon is a wholly owned subsidiary of FTI that provides economic consulting services and operates separately from FTI, with separate management and employees. In most locations, FTI and Compass Lexecon work out of separate office locations. c. No professionals from the Compass Lexecon Engagement have been part of the FTI team advising the Committee, and none will be assigned to the team advising the Committee. d. The issues being addressed by Compass Lexecon pursuant to the Compass Lexecon Engagement are not within the scope of services FTI is providing to the Committee. e. To maintain the confidentiality of the client information in connection with FTI’s engagement on behalf of the Committee (the “FTI Committee Engagement”), FTI will protect client information by implementing its Ethical Wall procedures. In conjunction with the foregoing, FTI has established and will maintain the following internal procedures: (i) each FTI professional on the FTI Committee Engagement (“FTI Committee Professionals”) and each Compass Lexecon professional on the Compass Lexecon Engagement (“Compass Lexecon Professionals”) shall acknowledge in writing that he or she may receive certain nonpublic 3 Case 20-32299-KLP Doc 2228 Filed 05/21/21 Entered 05/21/21 15:47:53 Desc Main Document Page 4 of 50 information and that he or she is aware of the information wall in effect and will follow the information wall procedures therein; (ii) FTI Committee Professionals will not directly or indirectly share any nonpublic information generated by, received from or relating to Committee activities or Committee membership with Compass Lexecon Professionals, and Compass Lexecon Professionals will not directly or indirectly share any nonpublic information generated by, received from or relating to the Compass Lexecon Engagement, with FTI Committee Professionals, except that a good-faith communication of publicly- available information shall not be presumed to be a breach of the obligations of FTI or any FTI Committee Professionals or Compass Lexecon Professionals under such information wall procedures; (iii) FTI is setting up electronic internal security walls to ensure that only FTI employees involved directly with or working on the FTI Committee Engagement may have access to the information, databases, e-mails, schedules or any other information relating to that engagement; (iv) FTI shall periodically monitor, consistent with its ordinary course compliance practice, communications through electronic means among FTI Committee Professionals and Compass Lexecon Professionals to ensure that such exchanges are performed in a manner consistent with the information wall procedures; (v) FTI shall immediately disclose to Committee counsel and the United States Trustee any material breaches of the procedures described herein. If FTI ceases to act as advisor to the Committee, it will continue to follow the procedures set forth above until a 4 Case 20-32299-KLP Doc 2228 Filed 05/21/21 Entered 05/21/21 15:47:53 Desc Main Document Page 5 of 50 plan has been confirmed in the Debtors’ chapter 11 cases or the chapter 11 cases have been converted or dismissed. 5. In connection with the preparation of the Original Declaration, FTI conducted a review of its contacts with the Debtors, their affiliates and certain entities holding large claims against or interests in the Debtors that were made reasonably known to FTI. As noted in the Original Declaration, it is FTI’s policy and intent to update its ongoing relationship search during these proceedings. To this end, FTI has conducted an updated review of its contacts with the Debtors, their affiliates, and certain entities holding large claims against or interest in the Debtors that were made reasonably known to FTI. We reviewed parties identified in the Original Declaration for which no connection existed at that time plus any new parties identified. FTI’s review, completed under my supervision, consisted of a query of the parties listed in Exhibit A within an internal computer database containing names of individuals and entities that are present or recent former clients of FTI. Exhibit B to this Fourth Supplemental Declaration sets forth those names and entities included in Exhibit A that FTI has identified as either present or recent former clients as a result of this process. 6. As such, to the best of my knowledge, FTI does not hold or represent any interest adverse to the estate, and therefore believes it is eligible to represent the Committee under Section 1103(b) of the Bankruptcy Code. I declare under penalty of perjury that the foregoing is true and correct. Executed this 20th day of May, 2021 /s/ Samuel Star _ Samuel Star Senior Managing Director FTI Consulting, Inc. 5 Case 20-32299-KLP Doc 2228 Filed 05/21/21 Entered 05/21/21 15:47:53 Desc Main Document Page 6 of 50 EXHIBIT A Listing of Parties-in-Interest Reviewed for Current and Recent Former Relationships Debtors Filing Entities Intelsat Genesis Intelsat (Luxembourg) S.A. Intelsat Global Sales & Marketing Intelsat Align S.a r.l Intelsat Holdings Intelsat Alliance LP Intelsat Horizons-3 Intelsat Asia Carrier Services, LLC Intelsat International Systems Intelsat Connect Finance S.A. Intelsat Investment Holdings Intelsat Envision Holdings LLC Intelsat Investments Intelsat Finance Bermuda Ltd. Intelsat Jackson Holdings Intelsat Genesis GP LLC Intelsat Kommunikations Intelsat Genesis Inc. Intelsat License Intelsat Global Sales & Marketing Ltd. Intelsat License Holdings Intelsat Holdings LLC Intelsat Satellite Intelsat Holdings S.A. Intelsat Subsidiary (Gibraltar) Intelsat International Employment LLC Intelsat UK Financial Services Intelsat International Systems, LLC Intelsat US Intelsat Investment Holdings S.a.r.l Intelsat US Finance Intelsat Investments S.A.