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In the United States Bankruptcy Court for the Eastern District of Virginia Richmond Division

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In the United States Bankruptcy Court for the Eastern District of Virginia Richmond Division Case 20-32299-KLP Doc 304 Filed 06/09/20 Entered 06/09/20 21:09:06 Desc Main Document Page 1 of 128 Steven J. Reisman (pro hac vice admission pending) Donald C. Schultz (VSB No. 30531) Marc B. Roitman (pro hac vice admission pending) W. Ryan Snow (VSB No. 47423) KATTEN MUCHIN ROSENMAN LLP CRENSHAW, WARE & MARTIN, PLC 575 Madison Avenue 150 West Main Street, Suite 1500 New York, New York 10022 Norfolk, Virginia 23510 Telephone: (212) 940-8800 Telephone: (757) 623-3000 Facsimile: (212) 940-8776 Facsimile: (757) 623-5735 Geoffrey M. King (pro hac vice admission pending) KATTEN MUCHIN ROSENMAN LLP 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200 Facsimile: (312) 902-1061 Proposed Co-Counsel to the Special Committee of the Board of Intelsat Envision Holdings LLC 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) ) APPLICATION OF INTELSAT ENVISION HOLDINGS LLC FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF KATTEN MUCHIN ROSENMAN LLP AS SPECIAL COUNSEL PURSUANT TO SECTIONS 327(e), 328(a), AND 1107(b) OF THE BANKRUPTCY CODE EFFECTIVE AS OF MAY 13, 2020 Intelsat Envision Holdings LLC (“Intelsat Envision” or the “Debtor”), one of the above- captioned debtors and debtors in possession (the “Debtors”), respectfully states as follows in support of this application (this “Application”):2 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. 2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of David Tolley, Executive Vice President, Chief Case 20-32299-KLP Doc 304 Filed 06/09/20 Entered 06/09/20 21:09:06 Desc Main Document Page 2 of 128 Relief Requested 1. Intelsat Envision seeks entry of an order (the “Order”), substantially in the form attached hereto as Exhibit A: approving the employment and retention of Katten Muchin Rosenman LLP (“Katten”) as counsel to render independent services on behalf of and at the sole direction of the special committee of the board of managers of Intelsat Envision (the “Special Committee”), effective as of the Petition Date, in accordance with the terms and conditions of that certain engagement letter dated as of May 7, 2020 (the “Engagement Letter”), annexed as Exhibit 1 to the Order; and (b) granting related relief. In support of this Application, Intelsat Envision relies upon and incorporates by reference the declaration of Steven J. Reisman, a partner at Katten (the “Reisman Declaration”), attached hereto as Exhibit B, and the declaration of Mohsin Meghji, an Intelsat Envision disinterested manager and member of the Special Committee (the “Meghji Declaration”), attached hereto as Exhibit C. Jurisdiction and Venue 2. The United States Bankruptcy Court for the Eastern District of Virginia (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference from the United States District Court for the Eastern District of Virginia, dated August 15, 1984. The Debtor confirms its consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Financial Officer, and Co-Restructuring Officer of Intelsat S.A., in Support of Debtors’ Chapter 11 Petitions and First Day Motions [Docket No. 6] (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) on May 13, 2020 (the “Petition Date”). Capitalized terms used but not otherwise defined in this Application shall have the meanings ascribed to them in the First Day Declaration or as later defined herein, as applicable. 2 Case 20-32299-KLP Doc 304 Filed 06/09/20 Entered 06/09/20 21:09:06 Desc Main Document Page 3 of 128 3. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 4. The bases for the relief requested herein are Bankruptcy Code sections 327(e), 328(a) and 1107(b), Bankruptcy Rules 2014(a) and 2016(a), and rules 2014-1 and 2016-1 of the Local Rules of the United States Bankruptcy Court for the Eastern District of Virginia (the “Local Rules”). Background 5. The Debtors (together with their non-Debtor affiliates, the “Company”) operate one of the world’s largest satellite services businesses, providing a critical layer in the global communications infrastructure. As the foundational architects of satellite technology, the Company operates the largest satellite fleet and connectivity infrastructure in the world. 6. Through its global and extra-terrestrial network of satellites and teleports, the Company provides diversified communications services to the world’s leading media companies, fixed and wireless telecommunications operators, data networking service providers for enterprise and mobile applications in the air and on the seas, multinational corporations and internet service providers in the most challenging and remote locations across the globe. The Company is also the leading provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The Company’s administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. 7. On the Petition Date, the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On May 15, 2020, the Court entered an order granting procedural consolidation and joint administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b). 3 Case 20-32299-KLP Doc 304 Filed 06/09/20 Entered 06/09/20 21:09:06 Desc Main Document Page 4 of 128 Katten’s Qualifications 8. Intelsat Envision seeks to retain Katten, on behalf of and at the sole direction of the Special Committee, because of its experience in, among other areas, financial restructuring, litigation, corporate governance, corporate finance, and independent investigations in the context of chapter 11 cases. Since its engagement, Katten has become familiar with the Debtors and various aspects of their financial affairs and reorganization. As such, Intelsat Envision believes that Katten is well-qualified to represent the Special Committee in an efficient and timely manner. 9. Katten lawyers have significant experience representing and advising the spectrum of constituents in chapter 11 proceedings, including, debtors, committees, secured and unsecured creditors, independent or disinterested directors, special committees, shareholders, and others, as well as providing advice with respect to fiduciary duties in connection with chapter 11 proceedings. 10. Katten has been actively involved in major chapter 11 cases and has represented debtors in many cases, including, among others, In re CraftWorks Parent, LLC et al., No. 20- 10475 (BLS) (Bankr. D. Del. Apr. 11, 2020); In re Sizmek, Inc., No. 19-10971 (SMB) (Bankr. S.D.N.Y. Apr. 23, 2019); In re J&M Stores, Inc., No. 18-11901 (LSS) (Bankr. D. Del. Aug. 27, 2018); and In re Vitamin World, Inc., No 17-11933 (KJC) (Bankr. D. Del. Oct. 18, 2017). In addition, Katten has represented disinterested directors before this court, see In re Toys “R” Us, Inc., No. 17-34665 (KLP) (Bankr. E.D. Va. May 24, 2018), and in numerous other chapter 11 cases, including, among others, In re Sheridan Holding Co. I, LLC, No. 20-31884 (DRJ) (Bankr. S.D. Tex. Apr. 26, 2020); In re Anna Holdings, Inc., No. 19-12551 (CSS) (Bankr. D. Del. Jan. 7, 2020); and In re PES Holdings, LLC, No. 18-10122 (KG) (Bankr. D. Del. May 14, 2018). Moreover, the attorneys at Katten have broad experience acting as conflicts counsel to debtors in large chapter 11 cases, including in In re Windstream Holdings, Inc., No. 19-22312 (RDD) (Bankr. 4 Case 20-32299-KLP Doc 304 Filed 06/09/20 Entered 06/09/20 21:09:06 Desc Main Document Page 5 of 128 S.D.N.Y. Apr. 22, 2019) and In re Barneys New York, Inc., No. 19-36300 (CGM) (Bankr. S.D.N.Y. Sept. 19, 2019). While at a prior firm, certain of the attorneys at Katten working on this engagement represented debtors as conflicts counsel in many additional cases, including, among others, In re Fairway Grp. Holdings Corp., No. 16-11241 (MEW) (Bankr. S.D.N.Y. June 1, 2016); In re Breitburn Energy Partners LP, No. 16-11390 (SMB) (Bankr. S.D.N.Y. June 15, 2016); In re Genco Shipping & Trading Ltd., No. 14-11108 (SHL) (Bankr. S.D.N.Y. May 16, 2014); In re Am. Roads LLC, No. 13-12412 (BRL) (Bankr. S.D.N.Y. Aug. 21, 2013); In re Residential Capital, LLC, No. 12-12020 (MG) (Bankr.
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