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Chapter 11 ) INTELSAT S.A., Et Al.,1 ) Case No Case 20-32299-KLP Doc 727 Filed 09/01/20 Entered 09/01/20 16:56:12 Desc Main Document Page 1 of 101 Edward O. Sassower, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807) Steven N. Serajeddini, P.C. (admitted pro hac vice) Peter J. Barrett (VA 46179) Anthony R. Grossi (admitted pro hac vice) Jeremy S. Williams (VA 77469) KIRKLAND & ELLIS LLP Brian H. Richardson (VA 92477) KIRKLAND & ELLIS INTERNATIONAL LLP KUTAK ROCK LLP 601 Lexington Avenue 901 East Byrd Street, Suite 1000 New York, New York 10022 Richmond, Virginia 23219-4071 Telephone: (212) 446-4800 Telephone: (804) 644-1700 Facsimile: (212) 446-4900 Facsimile: (804) 783-6192 Co-Counsel to the Debtors and Debtors in Possession 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) ) ORDER APPOINTING FEE EXAMINER AND ESTABLISHING PROCEDURES FOR CONSIDERATION OF REQUESTED FEE COMPENSATION AND REIMBURSEMENT OF EXPENSES Upon consideration of the Order (I) Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief [Docket No. 425] (the “Interim Compensation Order”)2 and the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 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 Capitalized terms used but not defined herein shall have the meanings given to them in the Interim Compensation Order, the Motion, or the Final Order (A) Authorizing the Debtors to Obtain Postpetition Financing, (B) Authorizing the Debtors to Use Cash Collateral, (C) Granting Liens and Superpriority Administrative Expense Claims, (D) Granting Adequate Protection to the Prepetition Secured Parties, (E) Modifying the Automatic Stay, and (F) Granting Related Relief [Docket No. 285], as applicable. Case 20-32299-KLP Doc 727 Filed 09/01/20 Entered 09/01/20 16:56:12 Desc Main Document Page 2 of 101 (the “U.S. Trustee Guidelines”); and given that the size and complexity of the above-captioned jointly administered chapter 11 cases likely will result in the filing of numerous, complete professional fee applications; and it appearing that the appointment of a fee examiner is appropriate pursuant to section 105(a) of title 11 of the United States Code (the “Bankruptcy Code”), rule 2017 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and the local rules and procedures of this Court; and this Court having 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, and this Court having found that it may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this Court is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and this Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and that no other notice need be provided; and this Court having reviewed the Motion and the Keach Declaration and having heard the statements in support of the relief requested therein at a hearing before this Court (the “Hearing”); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. Robert J. Keach is appointed and shall be employed as the Fee Examiner in these chapter 11 cases, effective July 29, 2020. The Fee Examiner may retain attorneys and other professionals or consultants if he deems it necessary to discharge his duties. The Fee Examiner's 2 Case 20-32299-KLP Doc 727 Filed 09/01/20 Entered 09/01/20 16:56:12 Desc Main Document Page 3 of 101 retention of professionals will be subject to Court approval under standards equivalent to section 327 of the Bankruptcy Code and Bankruptcy Rule 2014(a). 2. Based upon the Declaration of Robert J. Keach, attached hereto as Exhibit 1, the Fee Examiner is a disinterested person as defined under the Bankruptcy Code. 3. Unless otherwise ordered by this Court, this Order shall apply to all professionals in these chapter 11 cases requesting compensation and/or reimbursement of expenses for services rendered pursuant to sections 327, 328, 330, 331, or 1103 of the Bankruptcy Code (“Retained Professionals”); provided, however, this Order shall not apply to (i) ordinary course professionals employed by the Debtors in accordance with the Order Authorizing the Debtors to Retain and Compensate Professionals Utilized in the Ordinary Course of Business [Docket No. 287] (the “OCP Order”) and (ii) members of the Official Committee of Unsecured Creditors, on account of such members’ applications for reimbursement of expenses incurred in such capacity. 4. The terms, conditions, and procedures, as applicable, of the Interim Compensation Order shall remain in full force and effect except as expressly modified by this Order. In the event of a conflict between the provisions of the Interim Compensation Order and this Order, the provisions of this Order shall control. Nothing in this Order shall be construed to limit in any way the rights of any party in interest, including the U.S. Trustee, to object or otherwise be heard with respect to any Fee Application (defined below) or issues pertaining to the Interim Compensation Order. 5. The following procedures shall be implemented with respect to the review of any Interim Fee Application in accordance with the Interim Compensation Order or any final fee application (each, a “Final Fee Application,” and together with Interim Fee Applications, 3 Case 20-32299-KLP Doc 727 Filed 09/01/20 Entered 09/01/20 16:56:12 Desc Main Document Page 4 of 101 the “Fee Applications”) filed by Retained Professionals (each, an “Applicant”) in accordance with any chapter 11 plan (a “Plan”) confirmed in the chapter 11 cases. a. The Fee Examiner shall be deemed a Notice Party for purposes of the Interim Compensation Order and any Monthly Fee Statement or Interim Fee Application submitted by a Retained Professional in accordance with the Interim Compensation Order shall be served on the Fee Examiner in accordance with the terms of the Interim Compensation Order. Any Monthly Fee Statement or Interim Fee Application served pursuant to the Interim Compensation Order prior to entry of this Order shall be served on the Fee Examiner as soon as is reasonably practicable after entry of this Order. Any Final Fee Application shall be served on the Fee Examiner in accordance with the terms of any Plan. b. The Fee Examiner shall review any Monthly Fee Statement and Fee Application served by each Retained Professional in the chapter 11 cases. During the course of its review of a Fee Application, the Fee Examiner shall consult, as he deems appropriate, with each applicable Retained Professional concerning such Fee Application. c. As soon as is practicable after a Fee Application is filed and served upon the Fee Examiner, and in any event not later than forty-five (45) days after service upon the Fee Examiner of such Fee Application, the Fee Examiner may serve a report (each, a “Preliminary Report”) on an Applicant designed to, inter alia, quantify and present factual data, as well as factual inquiries and legal issues, relevant to whether the requested fees, disbursements, and expenses are reasonable in accordance with the applicable standards of sections 330 and 331 of the Bankruptcy Code and whether the Applicant has complied with, or made a reasonable, good faith effort to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the U.S. Trustee Guidelines. For the avoidance of doubt, the Fee Examiner shall not be required to serve a Preliminary Report with respect to all Fee Applications or as to all Applicants. The Fee Examiner shall, in the exercise of his discretion, make the determination of whether to serve a Preliminary Report on an Applicant with respect to any Fee Application. d. The Debtors, the Committee, and the Fee Examiner shall consult and request that the Court set a hearing (each, a “Fee Hearing”) on Interim Fee Applications and Final Fee Applications in accordance with the terms of the Interim Compensation Order and Plan, as applicable. At least 14 days prior to any Fee Hearing, the Fee Examiner shall file with the Court a report (each, a “Final Report”) designed to: (i) quantify and present factual data and legal 4 Case 20-32299-KLP Doc 727 Filed 09/01/20 Entered 09/01/20 16:56:12 Desc Main Document Page 5 of 101 issues relevant to whether the requested fees and expenses of each applicable Retained Professional are reasonable in accordance with the applicable standards of sections 330 and 331 of the Bankruptcy Code, (ii) inform the Court, in general terms, of all issues raised in any Preliminary Report that have been consensually resolved and the nature of such resolution, and (iii) inform the Court, in general terms, of all issues raised in any Preliminary Report that have not yet been resolved.
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