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1 in the United States Bankruptcy Court Case 20-32299-KLP Doc 882 Filed 10/02/20 Entered 10/02/20 16:20:32 Desc Main Document Page 1 of 48 Dennis F. Dunne, Esq. (admitted pro hac vice) Tyler P. Brown (VSB No. 28072) Matthew L. Brod, Esq. (admitted pro hac vice) Justin F. Paget (VSB No. 77949) Shivani Shah (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) 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) ) Debtors. ) (Jointly Administered) ) SUMMARY COVER SHEET TO FIRST INTERIM APPLICATION OF MOELIS & COMPANY, LLC FOR ALLOWANCE OF ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FROM MAY 29, 2020 THROUGH AUGUST 31, 2020 Basic Information Name of Applicant: Moelis & Company, LLC Authorized to provide professional services to: Official Committee of Unsecured Creditors September 22, 2020 nunc pro tunc to May 29, Date of retention order: 2020 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’ proposed 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. 1 Case 20-32299-KLP Doc 882 Filed 10/02/20 Entered 10/02/20 16:20:32 Desc Main Document Page 2 of 48 Petition date: May 14, 2020 Summary of Compensation & Expenses Sought in Application Type of fee application: 1st Interim Application Period for which compensation and May 29, 2020 – August 31, 2020 reimbursement sought: Compensation sought as reasonable, actual and $675,000.00 necessary in application: Compensation from application period already $0.00 paid under retention order: Remaining compensation to be paid pursuant to $675,000.00 application: Expense reimbursement sought as actual and $105,171.14 necessary in application: Expenses from application period already $0.00 reimbursed under retention order: Remaining expenses to be reimbursed pursuant to $105,171.14 application: Total compensation and expense reimbursement $780,171.14 requested in application: Total remaining compensation and expense $780,171.14 reimbursement to be paid under application: Summary of Prior Allowed Compensation & Reimbursement Total compensation approved and allowed to date $0.00 by interim order: Total allowed compensation paid to date $0.00 (excludes above payments for current period): Total expenses approved and allowed to date by $0.00 interim order: Total allowed expenses reimbursed to date $0.00 (excludes above payments for current period): 2 Case 20-32299-KLP Doc 882 Filed 10/02/20 Entered 10/02/20 16:20:32 Desc Main Document Page 3 of 48 Dennis F. Dunne, Esq. (admitted pro hac vice) Tyler P. Brown (VSB No. 28072) Matthew L. Brod, Esq. (admitted pro hac vice) Justin F. Paget (VSB No. 77949) Shivani Shah (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) 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.,2 ) Case No. 20-32299 (KLP) Debtors. ) ) (Jointly Administered) ) FIRST INTERIM APPLICATION OF MOELIS & COMPANY, LLC FOR ALLOWANCE OF ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FROM MAY 29, 2020 THROUGH AUGUST 31, 2020 Moelis & Company, LLC (“Moelis”), investment banker for the Official Committee of Unsecured Creditors (the “Committee”) of Intelsat S.A. and its affiliated debtors in possession (collectively, the “Debtors”) in the above-captioned Chapter 11 cases (the “Cases”) hereby files this application (the “Interim Application”) and respectfully moves the Court pursuant to sections 328, 330, 331 and 1103 of title 11 of the United States Code (the “Bankruptcy Code”), 2 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’ proposed 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. 3 Case 20-32299-KLP Doc 882 Filed 10/02/20 Entered 10/02/20 16:20:32 Desc Main Document Page 4 of 48 Rule 2016(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Local Bankruptcy Rule 2016-1 for the Local Bankruptcy Rules for the United States Bankruptcy Court for the Eastern District of Virginia (the “Local Rule(s)”), and the Order (I) Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief [Dkt. No. 425] (the “Interim Compensation Order”), for entry of an order allowing, on an interim basis, compensation for professional services performed and reimbursement of expenses incurred by Moelis on behalf of the Committee during the period of May 29, 2020 through August 31, 2020 (the “Compensation Period”). Moelis states the following in support thereof: Jurisdiction & Venue 1. The Court has jurisdiction over the Interim Application pursuant to 28 U.S.C. §§ 157 and 1334. Venue is proper in this district according to 28 U.S.C. §§ 1408 and 1409, and the Interim Application is a core proceeding under 28 U.S.C. § 157. Background 2. On May 14, 2020 (the “Petition Date”), the Debtors filed with the Court their respective voluntary petitions for relief under chapter 11 of title 11 of the Bankruptcy Code. The Debtors’ Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b) and Local Rule 1015-1. 3. Pursuant to sections 1101, 1107 and 1108 of the Bankruptcy Code, the Debtors are continuing to operate their businesses and manage their assets as debtors in possession. 4. On May 27, 2020, the United States Trustee for the Eastern District of Virginia (the “U.S. Trustee”), pursuant to sections 1102(a) and (b) of title 11 of the Bankruptcy Code, appointed the Committee to serve as such for each Debtor and to represent the interests of 4 Case 20-32299-KLP Doc 882 Filed 10/02/20 Entered 10/02/20 16:20:32 Desc Main Document Page 5 of 48 all unsecured creditors in the Cases. The members appointed to the Committee are: (i) The Boeing Company, (ii) Tysons Corner Office I LLC, (iii) Pension Benefit Guaranty Corporation, (iv) US Bank, National Association, (v) Delaware Trust Company, (vi) BOKF, N.A., and (vii) JSAT International, Inc. The Committee has appointed the following two members as co-chairs: Delaware Trust Company and The Boeing Company. 5. On June 30, 2020, the Court entered the Interim Compensation Order, pursuant to which, beginning with the period ending on August 31, 2020, and at three-month intervals thereafter, professionals retained in the Cases are authorized to file interim fee applications with the Court for the payment of compensation and reimbursement of expenses sought in the Monthly Fee Statements (as defined in the Interim Compensation Order) served during such period. 6. On September 22, 2020, the Court entered the Order (I) Authorizing the Retention and Employment of Moelis & Company LLC as Investment Banker for the Official Committee of Unsecured Creditors, Effective as of May 29, 2020, (II) Waiving Certain Time-Keeping Requirements, and (III) Granting Related Relief [Dkt. No. 813] (the “Moelis Retention Order”), authorizing the Committee to retain Moelis as its investment banker to render related services thereto nunc pro tunc to May 29, 2020. 7. The Court approved Moelis’ retention as investment banker under section 328(a) of the Bankruptcy Code provided that the compensation and reimbursement of expenses sought under the Moelis Retention Order and in accordance with the Application and the Moelis Engagement Letter, as defined and modified therein, is subject to review only pursuant to the standards set forth in section 328(a) of the Bankruptcy Code and shall not be subject to the standard of review set forth in section 330 of the Bankruptcy Code, except by the U.S. Trustee. 5 Case 20-32299-KLP Doc 882 Filed 10/02/20 Entered 10/02/20 16:20:32 Desc Main Document Page 6 of 48 8. The Moelis Retention Order also modifies certain time-keeping requirements such that: a. Moelis’ restructuring professionals shall be required only to keep summary time records in half-hour increments. b. Moelis’ nonrestructuring professionals and personnel in administrative departments (including legal) shall not be required to keep any time records. c. Moelis’ restructuring professionals shall not be required to keep time records on a project category basis.
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