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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 510 Filed 07/13/20 Entered 07/13/20 19:54:26 Desc Main Document Page 1 of 122 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 Proposed 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) ) APPLICATION OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF HUNTON ANDREWS KUTH LLP AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS EFFECTIVE AS OF MAY 29, 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’ 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. 45062.00015 Case 20-32299-KLP Doc 510 Filed 07/13/20 Entered 07/13/20 19:54:26 Desc Main Document Page 2 of 122 The Official Committee of Unsecured Creditors (the “Committee”) appointed in the cases of the above-captioned debtors-in-possession (the “Debtors”), respectfully represents as follows in support of this application (the “Application”): Relief Requested 1. By this Application, the Committee seeks, pursuant to section 1103 of title 11 of the United States Code (as amended, the “Bankruptcy Code”), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Eastern District of Virginia (the “Local Bankruptcy Rules”), entry of an order, the proposed form of which is annexed hereto as Exhibit A (the “Proposed Order”) authorizing the Committee to retain and employ Hunton Andrews Kurth LLP (“Hunton” or the “Firm”) as its co-counsel effective as of May 29, 2020, and granting related relief. 2. In support of this Application, the Committee relies on the Declaration of Tyler P. Brown, a Partner at Hunton (the “Brown Declaration”), a copy of which is attached hereto as Exhibit B, and the Declaration of Michelle A. Dreyer, Co-Chair of the Committee (the “Dreyer Declaration”), a copy of which is attached hereto as Exhibit C. Jurisdiction 3. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. § 157(b) and 1334, and the Standing Order of Reference from the United States District Court for the Eastern District of Virginia, dated July 10, 1984. This proceeding is core pursuant to 28 U.S.C. § 157(b) and may be determined by the Court. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 2 Case 20-32299-KLP Doc 510 Filed 07/13/20 Entered 07/13/20 19:54:26 Desc Main Document Page 3 of 122 Background 4. The Debtors commenced these cases on May 13, 2020 (the “Petition Date”). The Debtors continue to operate their businesses and manage their assets and properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. These cases are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b). 5. On May 27, 2020, the Office of the United States Trustee for the Eastern District of Virginia appointed the Committee pursuant to section 1102(a)(1) of the Bankruptcy Code. The members of the Committee currently are: (i) The Boeing Company, (ii) BOKF, N.A., in its capacity as indenture trustee, (iii) Delaware Trust Company, in its capacity as indenture trustee, (iv) JSAT International, Inc.; (v) Pension Benefit Guaranty Corporation, (vi) Tysons Corner Office I, LLC, and (vii) US Bank, National Association, in its capacity as indenture trustee. 6. The Committee has decided to retain Hunton as its Virginia bankruptcy counsel. The Committee notified Hunton of its decision to retain the firm on May 29, 2020. Basis for Relief A. Hunton Andrews Kurth LLP 7. Hunton is an international law firm with fifteen domestic and five international offices. The attorneys at Hunton have experience in bankruptcy cases of the size and complexity of these chapter 11 cases. In addition, Hunton is a full service law firm with attorneys experienced in, among other disciplines, litigation, securities regulation, corporate transactions, real estate, tax, labor, franchise and environmental law. 8. The Committee has chosen Hunton as its Virginia bankruptcy co-counsel and desires to employ and retain Hunton as its attorneys in these chapter 11 cases. By separate application, the Committee has or will request that the Court approve the retention and employment of Milbank LLP (“Milbank”) as lead bankruptcy counsel. The retention of Hunton 3 Case 20-32299-KLP Doc 510 Filed 07/13/20 Entered 07/13/20 19:54:26 Desc Main Document Page 4 of 122 as Virginia bankruptcy co-counsel, however, is necessary and will allow the Committee to participate in these chapter 11 cases more effectively given Hunton’s specialized knowledge of bankruptcy laws and procedures in Virginia and in this Court. In particular, Hunton’s lawyers have experience practicing before this Court and have the ability to respond quickly to any contingency, emergency hearings or other matters before this Court. 9. Accordingly, based upon Hunton’s experience and the expertise developed by many of its attorneys, Hunton attorneys are experienced in the representation of committees in bankruptcy cases, are well-versed in the local rules and local practice expectations, and otherwise have the requisite abilities to represent the Committee properly in these cases. B. Services to be Provided 10. The Committee seeks to retain Hunton, subject to the oversight and orders of the Court, to provide legal services to the Committee as needed throughout the course of these chapter 11 cases, including by providing advice with respect to bankruptcy and other substantive legal areas. In particular, the Committee seeks to retain Hunton to perform, among others, the following professional services for the Committee in coordination with Milbank: a) assisting, advising, and representing the Committee in its consultations with the Debtors and the administration of these chapter 11 cases; b) assisting, advising, and representing the Committee in analyzing the Debtors’ assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, and asset dispositions, financing arrangements, and cash collateral issues in connection with these proceedings; c) assisting, advising, and representing the Committee in any manner relevant to reviewing and determining the Debtor’s rights and obligations under any executory contracts or unexpired leases; d) assisting, advising, and representing the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the Debtors’ operations, and the desirability of continuing such operations, and any other matters relevant to these chapter 11 cases; 4 Case 20-32299-KLP Doc 510 Filed 07/13/20 Entered 07/13/20 19:54:26 Desc Main Document Page 5 of 122 e) assisting, advising, and representing the Committee in connection with any sale of the Debtors’ assets; f) assisting, advising, and representing the Committee in its participation in the negotiation, formulation, or objection to any chapter 11 plan; g) assisting, advising, and representing the Committee in understanding its powers and duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those parties in interest represented by the Committee; h) assisting, advising, and representing the Committee in the evaluation of claims and on any litigation matters, including avoidance actions; and i) providing such other services to the Committee as may be necessary. Given the extensive nature and scope of the legal issues to be addressed by the Committee in these chapter 11 cases, it is necessary and appropriate that the Committee employ Hunton to render the foregoing professional services. 12. In addition to Hunton and Milbank, the Committee also intends to file applications to employ other professionals. Hunton has advised the Committee that it intends to monitor carefully and coordinate with the other professionals retained by the Committee in these chapter 11 cases and will clearly delineate their respective duties to prevent duplication of effort. Efficient coordination of efforts of the Committee’s attorneys and other professionals will add to the effective participation of the Committee in these chapter 11 cases. C. Terms of Retention 13. Pursuant to section 328(a) of the Bankruptcy Code, the Court may approve the Firm’s retention on any reasonable terms and conditions. The Committee submits that the most reasonable terms and conditions are those agreed upon by Hunton and the Committee, which are substantially similar to those entered into between Hunton and other clients on a daily basis in a competitive market for legal services. Therefore, the Committee has agreed that, subject to the 5 Case 20-32299-KLP Doc 510 Filed 07/13/20 Entered 07/13/20 19:54:26 Desc Main Document Page 6 of 122 Court’s approval, Hunton shall be paid its hourly rates for services rendered that are in effect on the date such services are rendered.
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