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Chapter 11 ) INTELSAT S.A., Et Al.,1 ) Case No

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Chapter 11 ) INTELSAT S.A., Et Al.,1 ) Case No Case 20-32299-KLP Doc 310 Filed 06/09/20 Entered 06/09/20 22:50:00 Desc Main Document Page 1 of 49 Docket #310 Robert Gordon (pro hac vice admission pending) Ronald A. Page, Jr. (VA 71343) Marc Hankin (pro hac vice admission pending) RONALD PAGE, PLC Carl Wedoff (pro hac vice admission pending) P.O. Box 73087 JENNER & BLOCK LLP N. Chesterfield, VA, 23235 919 Third Avenue Telephone: (804) 562-8704 New York, NY 10022 Facsimile: (804) 482-2427 Telephone: (212) 891-1600 Facsimile: (212) 891-1699 Proposed Co-Counsel to the Special Committee of Intelsat (Luxembourg) S.A. 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 (LUXEMBOURG) S.A. FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR EFFECTIVE AS OF JUNE 1, 2020 Intelsat (Luxembourg) S.A. (“Intelsat Luxembourg” 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 The 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 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. Case 20-32299-KLP Doc 310 Filed 06/09/20 Entered 06/09/20 22:50:00 Desc Main Document Page 2 of 49 Relief Requested 1. Intelsat Luxembourg seeks entry of an order (the “Order”), substantially in the form attached hereto as Exhibit A: (a) approving the employment and retention of Berkeley Research Group, LLC (“BRG”) as financial advisor to render independent services at the sole direction of the special committee of the board of directors of Intelsat Luxembourg (the “Special Committee”), effective as of June 1, 2020, in accordance with the terms and conditions of that certain engagement letter dated as of June 1, 2020 (the “Engagement Letter”), annexed as Exhibit 1 to the Order; and (b) granting related relief. In support of this Application, Intelsat Luxembourg relies upon and incorporates by reference the declaration of Stephen L. Coulombe, a BRG Managing Director (the “Coulombe Declaration”), attached hereto as Exhibit B. 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. 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 section 327(a), 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”). 2 Case 20-32299-KLP Doc 310 Filed 06/09/20 Entered 06/09/20 22:50:00 Desc Main Document Page 3 of 49 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 architect of satellite technology, the Company operates the largest, most advanced 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). BRG’s Qualifications 8. Intelsat Luxembourg seeks to retain BRG, at the sole direction of the Special Committee, because BRG has a wealth of experience in providing financial advisory services in restructuring, sale, and wind down scenarios and enjoys an excellent reputation for services it has rendered in large and complex chapter 11 cases on behalf of debtors and creditors throughout the 3 Case 20-32299-KLP Doc 310 Filed 06/09/20 Entered 06/09/20 22:50:00 Desc Main Document Page 4 of 49 United States. BRG’s corporate finance practice consists of financial, management consulting, accounting, and other professionals who specialize in providing restructuring, transaction advisory, litigation support, solvency, and valuation assistance and providing a focus on strategies and viable solutions that maximize value for companies and creditors, typically in distressed business settings. BRG has acted as financial advisor, crisis manager, and corporate officer in middle market to large multinational restructurings across a wide array of industries. BRG’s services include forensic analysis, plan development and implementation, and advice on sale/merger transactions. 9. Moreover, the professionals at BRG have assisted and advised debtors, creditors, creditors’ committees, special committees, bondholders, investors, and others in numerous bankruptcy cases, including the bankruptcy cases of Nine West Holding, Inc., Rentpath Holdings, Inc., Real Industry, Inc., Videology, Inc., M&G USA Corporation, Brookstone Holdings Corp., Molycorp Inc., Hospital Acquisition LLC (d/b/a LifeCare), Refco Inc, American Apparel, LLC, Lyondell Chemical Company, Specialty Retail Shops Holding Corp. (aka Shopko), SunGard AS, Dynegy Holdings, Wet Seal, Caesars Entertainment Operating Co., Sports Authority Holdings, Inc., WR Grace & Co., rue21, Inc., Dynegy Holdings, LLC, and Gymboree Group, Inc.3 10. Since its engagement, BRG has become familiar with the Debtors and various aspects of their financial affairs. As such, Intelsat Luxembourg believes that BRG is well qualified to provide effective services to the Special Committee in an efficient and timely manner. Services to be Provided 11. Pursuant to the resolutions of the board of directors of Intelsat Luxembourg (the “Board of Directors”) dated March 27, 2020 (the “Resolutions”), two disinterested directors (“Disinterested Directors”) were appointed to the Board of Directors and the Special Committee 3 The professionals were employed in certain of these engagements prior to joining BRG. 4 Case 20-32299-KLP Doc 310 Filed 06/09/20 Entered 06/09/20 22:50:00 Desc Main Document Page 5 of 49 was established. The Disinterested Directors were appointed to the Special Committee effective April 1, 2020, and constitute the sole members of the Special Committee. 12. The Special Committee has been delegated certain authority, which includes: (a) the tasks of reviewing, negotiating, evaluating, and approving strategic transactions (a “Transaction”); and (b) certain rights, authority, and powers in connection with matters pertaining to a Transaction which the Special Committee determines in whole or in part may result in Conflict Matters, as defined in the Resolutions (the “Conflict Matters”). To assist the Special Committee in fulfilling its duties under the Resolutions, Intelsat Luxembourg retained BRG, pursuant to the Engagement Letter, to render independent financial advisory services at the sole direction of the Special Committee and to act with respect to Conflict Matters. 13. Intelsat Luxembourg requests authority to retain BRG to provide such independent financial advisory services as are necessary and requested by the Special Committee during the pendency of these chapter 11 cases, including with respect to any and all Conflict Matters and analysis and investigation of any Transactions (collectively, the “Independent Analysis”). 14. Pursuant to separate retention applications filed with this Court, the Debtors have sought to retain PJT Partners LP (“PJT”) as financial advisor to the Debtors.
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