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Case 20-32299-KLP Doc 2098 Filed 04/23/21 Entered 04/23/21 17:33:08 Desc Main Document Page 1 of 111 Case 20-32299-KLP Doc 2098 Filed 04/23/21 Entered 04/23/21 17:33:08 Desc Main Document Page 1 of 111 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) ) Debtors. ) (Jointly Administered) ) THIRD INTERIM FEE APPLICATION OF PJT PARTNERS LP AS INVESTMENT BANKER TO THE DEBTORS AND DEBTORS-IN- POSSESSION FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR THE REIMBURSEMENT OF ALL ACTUAL AND NECESSARY OUT-OF-POCKET EXPENSES INCURRED FOR THE PERIOD OF DECEMBER 1, 2020 THROUGH FEBRUARY 28, 2021 SUMMARY SHEET Name of Applicant: PJT Partners LP Authorized to Provide Professional Services to: Debtors Date of Retention: Order entered on July 15, 2020 approving the retention of PJT Partners LP effective as of May 13, 2020 [Docket No. 520] Period for which Compensation And Reimbursement is sought: December 1, 2020 through February 28, 2021 Amount of Compensation sought As actual, reasonable, and necessary: $5,675,000.00 Amount of Expense Reimbursement sought as actual, Reasonable, and Necessary: $1,692.47 Total Compensation and Expenses Approved by Interim Order to Date $1,480,645.16 1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the Debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list may be obtained on the website of the Debtors’ claims and noticing agent at https://cases.stretto.com/intelsat. The location of the Debtors’ service address is: 7900 Tysons One Place, McLean, VA 22102. Case 20-32299-KLP Doc 2098 Filed 04/23/21 Entered 04/23/21 17:33:08 Desc Main Document Page 2 of 111 Compensation and Expenses sought in this Application Already Paid Pursuant to Interim Compensation Order but Not Yet Allowed: $5,000,000.00 Amount of Cash Payment Sought: $676,692.47 This is a monthly x interim final application 2 Case 20-32299-KLP Doc 2098 Filed 04/23/21 Entered 04/23/21 17:33:08 Desc Main Document Page 3 of 111 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) ) Debtors. ) (Jointly Administered) ) THIRD INTERIM FEE APPLICATION OF PJT PARTNERS LP AS INVESTMENT BANKER TO THE DEBTORS AND DEBTORS-IN- POSSESSION FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR THE REIMBURSEMENT OF ALL ACTUAL AND NECESSARY OUT-OF-POCKET EXPENSES INCURRED FOR THE PERIOD OF DECEMBER 1, 2020 THROUGH FEBRUARY 28, 2021 PJT Partners LP (“PJT”) respectfully represents as follows: 1. Background 1. On May 13, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended (the “Bankruptcy Code”). The Debtors are operating their businesses and managing their properties as debtors-in-possession pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code. 2. On June 9, 2020, the Debtors filed the Debtors’ Application for Entry of An Order (I) Authorizing the Retention and Employment of PJT Partners LP as Investment Banker for the Debtors and Debtors In Possession, Effective as of May 13, 2020 [Docket No. 297] (the “Retention Application”), pursuant to which the Debtors sought authority to retain and employ 1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the Debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list may be obtained on the website of the Debtors’ claims and noticing agent at https://cases.stretto.com/intelsat. The location of the Debtors’ service address is: 7900 Tysons One Place, McLean, VA 22102. Case 20-32299-KLP Doc 2098 Filed 04/23/21 Entered 04/23/21 17:33:08 Desc Main Document Page 4 of 111 PJT as its investment banker pursuant to the terms of an engagement letter (the “Engagement Letter”) dated May 13, 2020. A copy of the Engagement Letter was attached to the Retention Application. 3. On June 30, 2020, this Court entered the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief [Docket No. 425] (the “Procedures Order”) establishing procedures for interim compensation and reimbursement of expenses for professionals. 4. On July 15, 2020, this Court entered the Order Authorizing the Retention and Employment of PJT Partners LP as Investment Banker for the Debtors and Debtors in Possession, Effective as of May 13, 2020 [Docket No. 520] (the “Retention Order”) approving the Retention Application and authorizing the retention and employment of PJT effective as of the Petition Date, pursuant to the terms of the Engagement Letter. 5. PJT submits this third interim fee application (the “Third Interim Fee Application”) requesting: (i) the allowance of Monthly Fees (as defined herein), (ii) allowance of the Sale Transaction Fee (as defined herein) and (ii) the reimbursement of out-of-pocket expenses incurred during the period of December 1, 2020 through February 28, 2021 (the “Third Interim Period”). 6. Investment banking services and out-of-pocket expenses for which compensation and reimbursement are sought were rendered and expended on behalf of the Debtors pursuant to chapter 11 of the Bankruptcy Code. 2 Case 20-32299-KLP Doc 2098 Filed 04/23/21 Entered 04/23/21 17:33:08 Desc Main Document Page 5 of 111 II. The PJT Engagement 7. Pursuant to the Engagement Letter, PJT was retained to provide the following services to the Debtors:2 (a) assist in the evaluation of the Debtors’ businesses and prospects; (b) assist in the development of the Debtors’ long-term business plan and related financial projections; (c) assist in the development of financial data and presentations to the Debtors’ Board of Directors, various creditors and other third parties; (d) analyze the Debtors’ financial liquidity and evaluate alternatives to improve such liquidity; (e) analyze various Transaction scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the Transaction; (f) provide strategic advice with regard to any proposed Transaction; (g) evaluate the Debtors’ debt capacity and alternative capital structures; (h) participate in negotiations among the Debtors and their creditors, suppliers, lessors and other interested parties; (i) advise the Debtors in connection with its interactions with the Federal Communications Commission and other governmental entities; (j) value securities offered or purchased by the Debtors in connection with a Transaction; (k) advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various Obligations; (l) assist in arranging financing for the Debtors, as requested; (m) provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services; (n) assist the Debtors in preparing or reviewing marketing materials in conjunction with a possible Sale Transaction; (o) assist the Debtors in identifying potential buyers, targets or parties in interest to a Sale Transaction and assist in the due diligence process; 2 Capitalized terms used but not defined herein shall have the meanings provided thereto in the Engagement Letter. 3 Case 20-32299-KLP Doc 2098 Filed 04/23/21 Entered 04/23/21 17:33:08 Desc Main Document Page 6 of 111 (p) assist and advise the Debtors concerning the terms, conditions and impact of any proposed Sale Transaction; (q) analyze and evaluate the business, operations and financial position of targets; and (r) provide such other advisory services as are customarily provided in connection with the analysis, structuring and negotiation of a transaction similar to a potential Transaction, as requested and mutually agreed. 8. Pursuant to the Engagement Letter, as approved by the Retention Order, the Debtors agreed to pay PJT as follows in consideration for the services rendered:3 (a) Monthly Fee. A monthly advisory fee (the “Monthly Fee”) of $225,000.00 per month. Fifty percent (50%) of all Monthly Fees paid to PJT after October 1, 2020 (i.e., the date that is six months after the date the PJT became entitled to receive Monthly Fees under the Engagement Letter) shall be credited, only once and without duplication, against the Restructuring Fee or the Sale Transaction Fee (each as defined below). (b) Amendment Fee. An amendment fee (an “Amendment Fee”) equal to 0.025% of the principal face amount of the Obligations affected by any Amendment, earned and payable upon the closing of such Amendment; provided that, if PJT takes a leading role in the solicitation, structuring and/or negotiation of such Amendment, the Amendment Fee shall be equal to 0.075% of the principal face amount of the Obligations affected by such Amendment. (c) Capital Raising Fee. A capital raising fee (the “Capital Raising Fee”) for any Capital Raise, earned and payable upon closing of any Capital Raise; provided that, if the Capital Raise consists of “debtor- in-possession” financing, the Capital Raising Fee with respect thereto shall be earned and payable upon signing of a commitment letter in respect thereof. If access to the financing is limited by orders of the bankruptcy court, a proportionate fee shall be payable with respect to each available commitment (irrespective of availability blocks, borrowing
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