Supplemental Declaration of Brian D. Penny in Further Support of Class Counsel's Motion for an Award

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UNITED STATES DISTRICT COURT EASTERN DISTRICT OF VIRGINIA (Richmond Division)

JEROME SKOCHIN, SUSAN SKOCHIN and ) Civil Action No. 3:19-cv-00049-REP LARRY HUBER, Individually and on Behalf ) of All Others Similarly Situated, ) CLASS ACTION ) Plaintiffs, ) ) vs. ) ) GENWORTH LIFE INSURANCE ) COMPANY and GENWORTH LIFE ) INSURANCE COMPANY OF NEW YORK, ) ) Defendants. ) )

SUPPLEMENTAL DECLARATION OF BRIAN D. PENNY IN FURTHER SUPPORT OF CLASS COUNSEL’S MOTION FOR AN AWARD OF ATTORNEYS’ FEES AND EXPENSES AND SERVICE AWARDS TO THE NAMED PLAINTIFFS I, Brian D. Penny, declare as follows:

1. I am a partner in the law firm of Goldman Scarlato & Penny, P.C., one of four firms the Court appointed Class Counsel in the above-captioned action (the “Action”). I have been actively involved in the prosecution and resolution of this Action, am familiar with its proceedings, and have knowledge of the matters set forth herein based upon my involvement in this matter and supervision of and communication with other lawyers and staff assigned to this matter.

2. I submit this Supplemental Declaration in further support of Class Counsel’s

Motion for an Award of Attorneys’ Fees and Expenses and Service Awards to the Named

Plaintiffs.

3. For the Court’s convenience, attached hereto are true and correct copies of the following documents:

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Exhibit A Chart Showing Total Time by Each Law Firm by Category and Dollar Amount of Fees by Category Through July 21, 2020;

Exhibit B June 11, 2020 Hearing Transcript, Kaess v. Deutsche Bank AG, No. 09- cv-01714 (GHW) (RWL) (S.D.N.Y.);

Exhibit C The National Law Journal 2016 survey of law firm billing rates;

Exhibit D Application of Intelsat Connect Finance S.A. for Entry of an Order Authorizing the Employment and Retention of Willkie Farr & Gallagher LLP as Co-Counsel to the Special Committee of Intelsat Connect Finance S.A. Pursuant to Sections 327(e), 328(a), and 1107(b) of the Bankruptcy Code Effective as of May 13, 2020, In re Intelsat S.A., No. 20-32299-KLP (Bankr. E.D. Va. June 9, 2020), ECF No. 311;

Exhibit E Josh Saul, et al., PG&E Pays a Million a Day for America’s Biggest Utility Bust, BLOOMBERG (Sept. 5, 2019);

Exhibit F Legal Billing Report (District of Columbia Region), THOMPSON REUTERS (May 2018); and

Exhibit G Valeo 2019 Attorney Hourly Rate Report.

4. Since Class Counsel filed their declarations in support of their firms’ application for an award of attorneys’ fees and expenses, Class Counsel have dedicated over 650 hours to this case. Class Counsel have spent much of that time talking directly with Class members and explaining their rights and options under the settlement, preparing for the fairness hearings before the Court, and compiling supplemental briefing on final approval.

5. In the event any objector to the proposed settlement appeals this Court’s final judgment approving the settlement, Class Counsel estimate, based on their firms’ significant appellate experience, that they will spend at least an additional 350 hours on the appeal(s).

I declare under penalty of perjury that the foregoing is true and correct. Executed this 27th day of July, 2020, at Conshohocken, Pennsylvania.

/s/ Brian D. Penny BRIAN D. PENNY

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CERTIFICATE OF SERVICE I hereby certify that on July 27, 2020, I filed the foregoing pleading or paper through the

Court’s CM/ECF system, which sent a notice of electronic filing to all registered users.

/s/ Jonathan M. Petty Jonathan M. Petty (VSB No. 43100) PHELAN PETTY, LLC 3315 West Broad Street Richmond, VA 23230 Telephone: 804/980-7100 804/767-4601 (fax) [email protected]

Counsel for Plaintiffs

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EXHIBIT A

Jerome Skochin v. Genworth Financial, Inc., et al. , Civil Action No. 3:19-cv-49

Firm Name: Goldman Scarlato & Penny, P.C., Robbins Geller Rudman & Dowd LLP, Berger Montague, Phelan Petty LLC Reporting Period: Inception through July 21, 2020

Categories: (1) Pleadings - Complaints (8) Reply and Supplemental Briefing for Settlement (14) Class Member Communications (2) Motion to Dismiss (9) Depositions (15) Litigation Strategy (3) Motion for Class Certification (10) Court Appearances (16) Experts (4) Motion to Notice Class (Preliminary Approval) (11) Discovery Requests and Responses (5) Indiana Department of Insurance Motion (12) Document Review (6) Motion for Final Approval (13) Settlement Negotiations (7) Motion for Attorneys' Fees

Current Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Current Lodestar Hours 263.90 175.90 113.40 28.50 14.60 71.10 - 97.70 226.40 263.50 53.40 1,136.25 128.70 193.30 24.80 54.90 Goldman Scarlato & Penny, P.C. 2,846.35 $ 1,562,090.00 $ 186,049.50 $ 124,009.50 $ 79,947.00 $ 20,092.50 $ 10,293.00 $ 50,125.50 - $ 68,878.50 $ 159,612.00 $ 185,767.50 $ 37,647.00 $ 362,907.00 $ 90,733.50 $ 129,839.00 $ 17,484.00 $ 38,704.50 88.50 155.90 267.50 61.80 2.20 9.70 22.90 46.30 191.50 65.90 99.20 1,366.50 66.40 266.10 25.20 3.50 Robbins Geller Rudman & Dowd LLP 2,739.10 $ 1,358,383.50 $ 67,928.00 $ 72,796.00 $ 120,070.50 $ 50,363.50 $ 2,025.00 $ 9,982.00 $ 31,760.00 $ 17,270.00 $ 130,962.00 $ 41,025.50 $ 57,467.50 $ 594,977.00 $ 64,929.50 $ 79,367.00 $ 13,926.00 $ 3,534.00 4.30 - 5.10 3.00 4.50 4.80 6.50 21.80 - 13.30 46.50 - 29.40 94.00 9.60 - Berger Montague 242.80 $ 172,626.35 $ 3,031.50 - $ 3,595.50 $ 2,115.00 $ 3,172.50 $ 3,384.00 $ 4,582.50 $ 15,369.00 - $ 9,376.50 $ 32,693.35 - $ 21,884.50 $ 66,295.00 $ 7,127.00 - 14.75 14.90 1.00 4.00 3.90 1.05 - 34.10 - 36.80 16.50 66.05 - 29.40 0.50 - Phelan Petty LLC 222.95 $ 83,305.00 $ 5,675.00 $ 5,910.00 $ 400.00 $ 1,575.00 $ 1,560.00 $ 420.00 - $ 13,640.00 - $ 14,670.00 $ 6,600.00 $ 20,895.00 - $ 11,760.00 $ 200.00 - 371.45 346.70 387.00 97.30 25.20 86.65 29.40 199.90 417.90 379.50 215.60 2,568.80 224.50 582.80 60.10 58.40 Total: 6,051.20 $ 3,176,404.85 $ 262,684.00 $ 202,715.50 $ 204,013.00 $ 74,146.00 $ 17,050.50 $ 63,911.50 $ 36,342.50 $ 115,157.50 $ 290,574.00 $ 250,839.50 $ 134,407.85 $ 978,779.00 $ 177,547.50 $ 287,261.00 $ 38,737.00 $ 42,238.50 Jerome Skochin v. Genworth Financial, Inc., et al. , Civil Action No. 3:19-cv-49

Firm Name: Goldman Scarlato & Penny P.C. Reporting Period: Inception through July 21, 2020

Current Current Name 1 2 3456789 10111213141516 Rate Hours Lodestar Penny, Brian (P) 263.90 175.90 113.40 28.50 14.60 71.10 - 97.70 226.40 263.50 53.40 54.40 128.70 180.80 24.80 54.90 1,752.00 705$ 1,235,160.00 Harper, Otis (PA) ------495.25 - - - - 495.25 300 148,575.00 Orlando, Joseph (PA) ------586.60 - - - - 586.60 300 175,980.00 Lamar, Christine (PL) ------12.50 - - 12.50 190 2,375.00 263.90 175.90 113.40 28.50 14.60 71.10 - 97.70 226.40 263.50 53.40 1,136.25 128.70 193.30 24.80 54.90 2,846.35 $ 1,562,090.00 TOTAL: $ 186,049.50 $ 124,009.50 $ 79,947.00 $ 20,092.50 $ 10,293.00 $ 50,125.50 - $ 68,878.50 $ 159,612.00 $ 185,767.50 $ 37,647.00 $ 362,907.00 $ 90,733.50 $ 129,839.00 $ 17,484.00 $ 38,704.50 $ 1,562,090.00 (P) Partner (PA) Project Attorney (PL) Paralegal Jerome Skochin v. Genworth Financial, Inc., et al. , Civil Action No. 3:19-cv-49

Firm Name: Robbins Geller Rudman & Dowd LLP Reporting Period: Inception through July 21, 2020

Current Current Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Rate Hours Lodestar Davidson, Stuart (P) 22.20 13.90 36.70 31.80 2.00 9.50 9.80 28.70 67.60 65.80 30.50 25.20 57.30 37.30 5.50 2.00 445.80 970$ 432,426.00 Gold, Christopher C. (P) 30.40 1.50 0.70 ------0.50 0.30 0.50 0.20 0.40 - 34.50 765 26,392.50 Pintar, Theodore J. (P) 12.90 - - 7.40 - - 3.30 - - - - - 7.80 - - 1.40 32.80 1,100 36,080.00 Beall, Bradley M. (A) 5.00 118.10 133.20 0.10 0.20 0.20 - - 2.80 - 32.20 82.90 0.40 - 10.40 - 385.50 425 163,837.50 Davis, Alina (A) ------0.20 - - 14.70 - - - - 14.90 630 9,387.00 Marenco, Ricardo J (A) 4.70 0.70 27.40 0.20 - - - - 116.30 0.10 - 49.70 0.40 - 4.00 0.10 203.60 540 109,944.00 Sawyer, Maxwell H. (A) ------2.30 ------2.30 450 1,035.00 Bays, Lea M. (OC) ------8.20 1.10 - - - - 9.30 775 7,207.50 Curtiss, Brooke I. (SA) ------22.50 - - - - 22.50 400 9,000.00 Lynch, Kathleen S. (PA) ------233.90 - - - - 233.90 425 99,407.50 Tucek, Jennifer E. (PA) ------335.90 - - - - 335.90 425 142,757.50 Weisholtz, Courtney B. (PA) ------558.30 - - - - 558.30 425 237,277.50 Brandon, Kelley T. (I) 6.00 ------6.00 290 1,740.00 Camozzi, Miranda C. (LS) ------2.60 - 11.30 34.60 - - - - 48.50 220 10,670.00 Lee, Alexander J. (LS) ------5.70 - - - - - 5.70 220 1,254.00 Avalos Cuellar, Ana S. (SUA) - - 67.40 ------3.00 - - - - 70.40 175 12,320.00 Hanson, Katina M. (PL) 0.40 ------0.80 - - 2.40 - - - 0.40 - 4.00 325 1,300.00 Puerto, Patricia (PL) ------1.00 - - 1.00 - 2.00 350 700.00 Tack, Deborah V. (PL) 6.90 21.70 2.10 22.30 - - - 14.50 2.00 - 8.40 3.40 - - 3.50 - 84.80 350 29,680.00 Waligurski, Mara D. (PL) ------4.30 ------4.30 275 1,182.50 Williams, Jaclyn N. (PL) ------5.50 ------5.50 350 1,925.00 Johnson, Terrance J. (SR) ------60.50 - - 60.50 100 6,050.00 Wood, Greg (SR) ------168.10 - - 168.10 100 16,810.00 88.50 155.90 267.50 61.80 2.20 9.70 22.90 46.30 191.50 65.90 99.20 1,366.50 66.40 266.10 25.20 3.50 2,739.10 $ 1,358,383.50 TOTAL: $ 67,928.00 $ 72,796.00 $ 120,070.50 $ 50,363.50 $ 2,025.00 $ 9,982.00 $ 31,760.00 $ 17,270.00 $ 130,962.00 $ 41,025.50 $ 57,467.50 $ 594,977.00 $ 64,929.50 $ 79,367.00 $ 13,926.00 $ 3,534.00 1,358,383.50 (P) Partner (A) Associate (OC) Of Counsel (SA) Staff Attorney (PA) Project Attorney (I) Investigator (LS) Litigation Support (SUA) Summer Associate (PL) Paralegal (SR) Shareholder Relations Jerome Skochin v. Genworth Financial, Inc., et al. , Civil Action No. 3:19-cv-49

Firm Name: Berger Montague Reporting Period: Inception through July 21, 2020

Current Current Name 1 2 34567 8910111213141516 Rate Hours Lodestar Abramson, Glen L. (P) 4.30 - 5.10 3.00 4.50 4.80 6.50 21.80 - 13.30 44.10 - 18.30 93.80 4.20 - 223.70 705$ 157,708.50 Cantor, Gary (P) ------0.10 - 0.10 800 80.00 Carson, Shanon J. (P) ------1.90 - 9.10 0.20 2.00 - 13.20 830 10,956.00 Kahana, Peter (P) ------0.50 - 0.50 - 1.00 820 820.00 Lechtzin, Eric (P) ------1.50 - 2.00 - 3.50 680 2,380.00 Twersky, Martin (P) ------0.80 - 0.80 820 656.00 McCollum, Sandy (IT) ------0.30 - - - - - 0.30 57.50 17.25 Rajendran, Arun (IT) ------0.20 - - - - - 0.20 43 8.60 4.30 - 5.10 3.00 4.50 4.80 6.50 21.80 - 13.30 46.50 - 29.40 94.00 9.60 - 242.80 $ 172,626.35 TOTAL: $ 3,031.50 - $ 3,595.50 $ 2,115.00 $ 3,172.50 $ 3,384.00 $ 4,582.50 $ 15,369.00 - $ 9,376.50 $ 32,693.35 - $ 21,884.50 $ 66,295.00 $ 7,127.00 - $ 172,626.35 (P) Partner (IT) Information Technology Jerome Skochin v. Genworth Financial, Inc., et al. , Civil Action No. 3:19-cv-49

Firm Name: Phelan Petty LLC Reporting Period: Inception through July 21, 2020

Current Current Name Status 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Rate Hours Lodestar Petty, Jonathan M. (P) 10.00 12.40 1.00 3.75 3.90 1.05 - 34.10 - 18.30 8.50 5.30 29.40 0.50 - 128.20 400$ 51,280.00 Phelan, Michael G. (P) 2.50 2.00 ------18.00 8.00 5.50 - - - - 36.00 400 14,400.00 Hunt, Brielle M. (A) 2.25 0.50 - 0.25 - - - - - 0.50 - 4.00 - - - - 7.50 300 2,250.00 West, Breanna (A) ------51.25 - - - - 51.25 300 15,375.00 14.75 14.90 1.00 4.00 3.90 1.05 - 34.10 - 36.80 16.50 66.05 - 29.40 0.50 - 222.95 $ 83,305.00 TOTAL: $ 5,675.00 $ 5,910.00 $ 400.00 $ 1,575.00 $ 1,560.00 $ 420.00 - $ 13,640.00 - $ 14,670.00 $ 6,600.00 $ 20,895.00 - $ 11,760.00 $ 200.00 - $ 83,305.00 (P) Partner (A) Associate

EXHIBIT B

1 K6BKDEUC

1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK 2 ------x

3 NORBERT G. KAESS, et al,

4 Plaintiffs,

5 v. 09 CV 1714 (GHW)(RWL) Telephone Conference 6 DEUTSCHE BANK AG, et al.,

7 Defendants.

8 ------x New York, N.Y. 9 June 11, 2020 4:30 p.m. 10 Before: 11 HON. GREGORY H. WOODS, 12 District Judge 13 APPEARANCES 14 GLANCY PRONGAY & MURRAY LLP 15 Attorneys for Plaintiffs BY: BRIAN P. MURRAY 16 -and- ROBBINS GELLER RUDMAN & DOWD LLP 17 BY: THEODORE J. PINTAR ERIC NIEHAUS 18 KEVIN LAVELLE

19 CAHILL GORDON & REINDEL LLP Attorneys for Deutsche Bank Defendants 20 BY: DAVID JANUSZEWSKI SAMUEL MANN 21 SKADDEN ARPS SLATE MEAGHER & FLOM LLP 22 Attorneys for Underwriter Defendants BY: WILLIAM J. O'BRIEN 23 ANDREW BEATTY

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 2 K6BKDEUC

1 (The Court and all parties appearing telephonically)

2 THE COURT: This is Judge Woods.

3 Is there a court reporter on the line?

4 (Pause)

5 THE COURT: Let me just say a few words at the outset

6 of today's conference.

7 First, you should conceive of this conference as if it

8 was happening in the courtroom. As you know, the dial-in

9 information for this call is publicly available; members of the

10 public and the press are welcome to dial in.

11 Second, let me ask you to all keep your phones on mute

12 at all times when you're not speaking on the phone. I can hear

13 some background noise right now, shuffling some paper. We

14 should not hear any background noise during the course of the

15 conference. Please keep your phones on mute at all times when

16 you are not speaking during the conference. That will help us

17 to keep a clear record of what we say today.

18 Third, I'd like to ask each of the people who will

19 speak during this conference to please identify themselves each

20 time that they speak during this conference. So, if you speak

21 during this conference, you should say your name each time that

22 you speak. You should do that regardless of whether or not

23 you've spoken previously during the conference. That will help

24 us to keep a clear record of today's conference.

25 Last, as you've heard, there is a court reporter on

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 3 K6BKDEUC

1 the line. You should not be surprised if he chimes in at any

2 point. If he does, and if he asks you to do something to help

3 him to hear or understand what you're saying, please do what he

4 asks. That will help us to, again, keep a clear record of the

5 conference today.

6 Because there is a court reporter on the line

7 transcribing the conference, I'm ordering that there be no

8 recordings or rebroadcasts of any portion of the conference.

9 So, with those introductory remarks in hand, let me

10 turn to the parties.

11 I'd like to ask for counsel for each side to identify

12 counsel who are on the line for each of the parties and any

13 representatives for each of the parties. What I'm going to ask

14 is that, if you can, that one person from each side identify

15 herself and the members of her team; that way, we won't have to

16 hear many people chiming in at a time.

17 So let me begin with counsel for plaintiffs.

18 Who's on the line for plaintiffs?

19 MR. PINTAR: Good afternoon, your Honor. It's Ted

20 Pintar, and I'm here with Eric Niehaus and Kevin Lavelle, from

21 Robbins Geller Rudman & Dowd, for plaintiffs.

22 THE COURT: Good. Thank you very much.

23 Who is on the line for defendants?

24 MR. MURRAY: Excuse me. I hate to interrupt, but this

25 is also for plaintiffs, Brian Murray, from Glancy Prongay &

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 4 K6BKDEUC

1 Murray. Sorry to interrupt you.

2 Now the defendants.

3 THE COURT: Fine.

4 Counsel for defendants?

5 MR. JANUSZEWSKI: Good afternoon, your Honor. This is

6 David Januszewski, and I have my colleague, Samuel Mann. We

7 are both from Cahill Gordon & Reindel, representing Deutsche

8 Bank and the Deutsche Bank defendants. And on the line, we

9 also have, from Deutsche Bank, Stella Tipi, in-house counsel at

10 Deutsche Bank.

11 THE COURT: Good. Thank you very much.

12 So, counsel --

13 MR. O'BRIEN: I'm sorry. Good afternoon, your Honor.

14 I just wanted to introduce myself and my colleagues. William

15 J. O'Brien and Andrew Beatty, from the firm of Skadden Arps

16 Slate Meagher & Flom, on behalf of the underwriter defendants.

17 THE COURT: Good. Thank you very much.

18 So, counsel, first, let me thank you all for being on

19 the call. I scheduled this conference as a settlement hearing

20 or approval hearing with respect to the proposed resolution of

21 this case. I have reviewed all of the materials that have been

22 submitted on the docket to date in connection with this matter.

23 I'd like to hear, however, from each of the parties, to hear,

24 in particular, if there's anything that any of you would like

25 to add to any of your written submissions in connection with

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 5 K6BKDEUC

1 the proposed resolution of the case.

2 Let me begin with counsel for plaintiffs.

3 Counsel?

4 MR. PINTAR: Again, good afternoon, your Honor. Ted

5 Pintar, for plaintiffs.

6 I had a number of things I wanted to mention just at

7 the outset. Obviously, we're here on the final approval of an

8 $18.5 million settlement. We are very proud of that result.

9 As we have indicated, and I won't repeat all of what's in the

10 papers, but it represents a very significant percentage of

11 reasonably recoverable damages.

12 On February 27, 2020, this Court entered its

13 preliminary approval order. Pursuant to that order, notice was

14 disseminated. The claims administrator mailed over 112,000

15 notice packages, published the summary notice in the Wall

16 Street Journal and Business Wire, and set up a settlement

17 website where the notice and other settlement-related documents

18 were posted.

19 And, as a result, there was one objection. It's not

20 clear to me whether that has been withdrawn. I won't attempt

21 to characterize Mr. Agay's email. We submitted it to the

22 Court. He indicates, however, that he would not be

23 participating today. There were only four opt-outs. And I do

24 have some information on claims to date. Over 11,000 claims

25 have been submitted, and they are still processing claims --

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 6 K6BKDEUC

1 the mailed claims, so that number is likely to rise even from

2 there.

3 So, we believe that not only is it a good settlement,

4 that the class has reacted very positively to it, and, as you

5 know, today we're asking the Court to enter three orders: The

6 final judgment, the order approving plan of allocation, and the

7 order awarding attorneys' fees and expenses and award to class

8 plaintiffs. Other than that, your Honor, I certainly don't

9 have anything to add to our papers. I'm happy to address any

10 questions the Court may have, though.

11 THE COURT: Good. Thank you very much, counsel.

12 Let me hear from each of the groups of defendants.

13 First, counsel for the Deutsche defendants.

14 MR. JANUSZEWSKI: Yes, your Honor. Again, this is

15 David Januszewski, from Cahill Gordon.

16 We have nothing to add to what was submitted, which

17 was designed to address the objection that my friend just

18 addressed. We have nothing to add to that.

19 THE COURT: Good. Thank you very much.

20 Counsel for the remaining defendants, anything that

21 you'd like to add to your written submissions?

22 MR. O'BRIEN: Yes. William O'Brien, from the firm of

23 Skadden Arps Slate Meagher & Flom, on behalf of the underwriter

24 defendants.

25 And like Mr. Januszewski, we have nothing further to

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 7 K6BKDEUC

1 add.

2 THE COURT: Good. Thank you very much.

3 Is there anyone else on the line who wishes to be

4 heard?

5 So, hearing none, counsel, I'm going to approve the

6 proposed resolution of this action, or series of actions. What

7 I'd like to do is to ask you to place your phones, again, on

8 mute, if you would, please. I'd like to review the reasoning

9 for my decision. I'm going to do so now orally. At the end,

10 I'll take up the two orders and judgment that the parties have

11 proposed. Let me begin with, first, an overview.

12 So, I. Overview:

13 Plaintiffs brought this securities class action in

14 February 2009 on behalf of all persons who purchased the

15 7.35 percent Noncumulative Trust Preferred Securities of

16 Deutsche Bank Capital Funding Trust X and/or the 7.60 percent

17 Trust Preferred Securities of Deutsche Bank Contingent Capital

18 Trust III securities from Deutsche Bank AG pursuant to public

19 offerings from November 6, 2007, to February 14, 2008.

20 Plaintiffs allege that defendants violated Sections 11,

21 12(a)(2), and 15 of the Securities Act (the "Securities Act")

22 and (15, U.S.C., Section 77k, 771(a)(2), and 77o) by omitting

23 material facts from the offering documents. See declaration of

24 Eric I. Niehaus ("Niehaus dec."), Docket No. 308, paragraph 3.

25 Since then, plaintiffs have extensively litigated this

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 8 K6BKDEUC

1 case. The parties have engaged in significant motion practice,

2 and have completed fact discovery. Niehaus declaration

3 paragraphs 3-4. Now, plaintiffs seek final approval of the

4 class action settlement and approval of their plan for

5 allocating the net proceeds of the settlement. Plaintiffs'

6 counsel also seek an award of attorneys' fees and litigation

7 costs, and the lead plaintiffs seek an award for expenses

8 incurred while representing the class.

9 Judge Batts presided over this case for almost the

10 entire time that it has been pending in this court. The case

11 was reassigned to me on February 20, 2020, after Judge Batts'

12 untimely death.

13 II. Class Certification:

14 On October 2, 2018, pursuant to Rule 23 of the Federal

15 Rules of Civil Procedure, Judge Batts granted plaintiffs'

16 motion to certify a class defined as: All persons or entities

17 who purchased or otherwise acquired the 7.35 percent

18 Noncumulative Trust Preferred Securities of Deutsche Bank

19 Capital Funding Trust X ("7.35 percent Preferred Securities"),

20 and/or the 7.60 percent Trust Preferred Securities of Deutsche

21 Bank Contingent Capital Trust III ("7.60 percent Preferred

22 Securities"), pursuant or traceable to the public offerings

23 that commenced on or about November 6, 2007, and February 14,

24 2008. Excluded from the class are defendants, the officers and

25 directors of Deutsche Bank, and the underwriter defendants at

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 9 K6BKDEUC

1 all relevant times, members of their immediate families and

2 their legal representatives, heirs, successors, or assigns and

3 any entity in which defendants have or had a controlling

4 interest. Docket No. 224 at 10.

5 III. Approval of the Settlement Agreement:

6 Rule 23(e) requires court approval for a class action

7 settlement to ensure that it is procedurally and substantively

8 fair, reasonable, and adequate. Federal Rule of Civil

9 Procedure 23(e). To determine procedural fairness, courts

10 examine the negotiating process leading to the settlement.

11 Wal-Mart Stores, Inc. v. Visa USA, Inc., 396 F.3d 96, 116

12 (2d Cir. 2005). To determine substantive fairness, courts

13 analyze whether the settlement's terms are fair, adequate, and

14 reasonable according to the factors set forth in City of

15 Detroit v. Grinnell Corp., 495 F.2d 448 (2d Cir. 1974).

16 The court examines procedural and substantive fairness

17 in light of the “strong judicial policy favoring settlements”

18 of class action suits. Wal–Mart Stores, 396 F.3d at 116. A

19 “presumption of fairness, adequacy, and reasonableness may

20 attach to a class action settlement reached in arm's-length

21 negotiations between experienced capable counsel after

22 meaningful discovery." Id. "Absent fraud or collusion,

23 [courts] should be hesitant to substitute [their] judgment for

24 that of the parties who negotiated the settlement." In re EVCI

25 Career Colls. Holding Corp. Sec. Litig., 2007 WL 2230177, at *4

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 10 K6BKDEUC

1 (S.D.N.Y. July 27, 2007).

2 A. Procedural Fairness:

3 The settlement is procedurally fair, reasonable,

4 adequate and not a product of collusion. The settlement was

5 reached after the parties had conducted a thorough

6 investigation and evaluated the claims and defenses; the

7 agreement in principle was reached after sessions with the

8 Honorable Judge Layn R. Phillips, a former United States

9 District Judge and an experienced mediator of securities class

10 actions and other complex litigation. Niehaus declaration

11 paragraph 6, 129. In advance of the mediation, the parties

12 exchanged detailed mediation statements addressing both

13 liability and damages. Id. The parties reached a final

14 resolution on September 12, 2019, with the assistance of Judge

15 Phillips, after formal mediation. Id.

16 B. Substantive Fairness:

17 The settlement is also substantively fair. The

18 factors set forth in Grinnell provide the analytical framework

19 for evaluating the substantive fairness of a class action

20 settlement. The Grinnell factors are: (1) the complexity,

21 expense, and likely duration of the litigation; (2) the

22 reaction of the class; (3) the stage of the proceedings and the

23 amount of discovery completed; (4) the risks of establishing

24 liability; (5) the risks of establishing damages; (6) the risks

25 of maintaining the class action through the trial; (7) the

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 11 K6BKDEUC

1 ability of the defendants to withstand a greater judgment; (8)

2 the range of reasonableness of the settlement fund in light of

3 the best possible recovery; and (9) the range of reasonableness

4 of the settlement fund to a recovery in light of all of the

5 attendant risks of litigation. Grinnell 295 F.2d at 463.

6 Litigation here through trial will be complex, expensive, and

7 long. It has been complex, expensive, and long. Thus, the

8 first Grinnell factor weighs in favor of final approval. See

9 In re Payment Card Interchange Fee & Merch. Disc. Antitrust

10 Litig., 330 F.R.D. 11, 36 (E.D.N.Y 2019) ("Settlement is

11 favored if settlement results in substantial and tangible

12 present recovery, without the attendant risk and delay of

13 trial.").

14 With respect to the second factor, the class members'

15 reaction to the settlement has been overwhelmingly positive.

16 Of the 112,397 notice packets mailed to potential members of

17 the settlement class, four exclusion requests were received.

18 Supplemental declaration of Ross D. Murray (Supplemental Murray

19 Dec.") Docket No. 324, Paragraphs 4, 6. Only one class member,

20 Mr. Richard Agay, objected. See Richard Agay letter ("Agay

21 letter") Docket No. 320-21.

22 That objection did not challenge the settlement, the

23 resolution of this case, the reasons for the settlement, the

24 manner in which class plaintiffs and lead counsel prosecuted

25 the litigation, the work lead counsel performed, or lead

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 12 K6BKDEUC

1 counsel's fee and expense application. Instead, the objection

2 asserted only that Mr. Agay received his copy of the notice

3 late, and that he was confused by certain aspects of the

4 submission, and that the claims administrator did not

5 sufficiently respond to Mr. Agay's telephonic inquiry. On

6 June 5, 2020, Mr. Agay emailed lead counsel in an email that I

7 construe as him withdrawing his objections, perhaps because he

8 recognized that he was apparently persuaded by the response of

9 the parties showing that he was not entitled to recovery in the

10 suit. See Docket No. 329. While Mr. Agay received his notice

11 later than expected, he received it with enough time to submit

12 objections, and the delay was caused by a failure at his

13 broker. His objection does not suggest that the overall

14 distribution or notice program was ineffective in design or

15 execution.

16 The absence of objections, with the exception of one

17 retail investor, who literally withdrew his objection, coupled

18 with the minimal number of requests for exclusion, strongly

19 supports the finding that the settlement plan of allocation and

20 fee and expense requests are fair, reasonable, and adequate.

21 See In re Citigroup, Inc. Sec. Litig., 965 F. Supp. 2d 369, 382

22 (S.D.N.Y. 2013); In re Bisys Sec. Litig., 2007 WL 2049726, at

23 *1 (S.D.N.Y. July 16, 2007); In re Veeco instruments Inc. Sec.

24 Litig., 2007 U.S. Dist. LEXIS 85629, at *40.

25 In sum, the overall favorable response demonstrates

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 13 K6BKDEUC

1 that the class approves of the settlement and supports final

2 approval.

3 The plaintiffs completed fact discovery, so counsel

4 "had an adequate appreciation of the merits of the case before

5 negotiating." Beckman v. KeyBank, N.A., 293 F.R.D. 467, 475

6 (S.D.N.Y. 2013)(quoting In re Warfarin Sodium Antitrust Litig.,

7 391 F.3d 516, 537 (3rd Cir. 2004); see also Niehaus declaration

8 paragraph 5. Lead plaintiffs spent significant time and

9 resources analyzing and litigating the legal and factual issues

10 of this case, including an extensive factual and legal

11 investigation into the settlement class's claims and engaging

12 in the detailed formal mediation process. Niehaus declaration

13 paragraph 5.

14 Turning to the fourth and fifth factors, the risk of

15 establishing liability and damages further weighs in favorable

16 of final approval. "Litigation inherently involves risks." In

17 re PaineWebber Ltd. Partnerships Litig., 171 F.R.D. 104, 126

18 (S.D.N.Y. 1997). Indeed, the primary purpose of settlement is

19 to avoid the uncertainty of a trial on the merits. See Velez

20 v. Majik Cleaning Serv., Inc., 2007 WL 7232783, at *6 (S.D.N.Y.

21 June 25, 2007). Here, plaintiffs face significant risks as to

22 both liability and damages; defendants challenged the premise

23 that the allegedly omitted information was material and the

24 notion that plaintiffs could prove that the drop in price was

25 related to the allegedly omitted information. See Niehaus

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 14 K6BKDEUC

1 declaration paragraphs 106, 115 to 17. The proposed settlement

2 eliminates these uncertainties. These factors, therefore,

3 weigh in favor of final approval.

4 The risk of obtaining class certification is

5 nonexistent here. Therefore, the sixth Grinnell factor weighs

6 in favor of final approval. Settlement generally eliminates

7 the risk, expense, and delay inherent in the litigation process

8 as a whole.

9 Turning to the seventh factor, there is nothing to

10 suggest that Deutsche Bank or the underwriter defendants would

11 be unable to withstand a greater judgment than the settlement

12 amount. "But a defendant is not required to empty its coffers

13 before a settlement can be found adequate." Shapiro v.

14 JP Morgan & Co., 2014 WL 1224666, at *11 (S.D.N.Y. Mar. 24,

15 2014)(quotation omitted).

16 Deutsche Bank's financial circumstances -- or I should

17 say the defendants' financial circumstances do not ameliorate

18 the force of the other Grinnell factors, which lead to the

19 conclusion that the settlement is fair, reasonable, and

20 adequate.

21 Finally, the amount of the settlement, in light of the

22 best possible recovery and the attendant risks of litigation,

23 weighs in favor of final approval. The determination of

24 whether a settlement amount is reasonable "is not susceptible

25 of a mathematical equation yielding a particularized sum." In

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 15 K6BKDEUC

1 re Austrian & German Bank Holocaust Litig., 80 F.Supp. 2d 164,

2 178 (S.D.N.Y. 2000). Instead, "There is a range of

3 reasonableness with respect to a settlement - a range which

4 recognizes the uncertainties of law and fact in any particular

5 case and the concomitant risks and costs necessarily inherent

6 in taking any litigation to completion." Newman v. Stein, 464

7 F.2d 689, 693 (2d Cir. 1972).

8 Here, lead plaintiffs assert that the settlement would

9 constitute 47 percent of the estimated recoverable damages.

10 Niehaus declaration paragraph 19. This is a reasonable result

11 when compared to the median ratio of settlement to investor

12 losses of 2.1 percent for securities class action settlements

13 in 2019. Id. Therefore, the amount of this immediate recovery

14 is reasonable, and this factor weighs in favor of final

15 approval.

16 Weighing the Grinnell factors, I find that the

17 settlement is substantively fair and weigh in favor of final

18 approval.

19 IV. Plan of Allocation:

20 "To warrant approval, the plan of allocation must also

21 meet the standards by which the settlement was

22 scrutinized - namely, it must be fair and adequate...an

23 allocation formula need only have a reasonable, rational basis,

24 particularly if recommended by experienced and competent class

25 counsel." In Re WorldCom, Inc. Sec. Litig., 388 F. Supp. 2d

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 16 K6BKDEUC

1 319, 344 (S.D.N.Y. 2005)(citation and quotation omitted). "A

2 plan of allocation need not be perfect," in re EVCI Career

3 Colleges Holding Corp. Sec. Litig., 2007 WL 2230177, at *11

4 (S.D.N.Y. July 27, 2007)(collecting cases), or "tailored to the

5 rights of each plaintiff with mathematical precision,"

6 PaineWebber, 171 F.R.D. at 133; see also RMed

7 International, Inc. v. Sloan's Supermarkets, Inc., 2000 WL

8 420548, at *2 (S.D.N.Y. April 18, 2000) (recognizing that

9 "aggregate damages in securities fraud cases are generally

10 incapable of mathematical precision"). Thus, "In determining

11 whether a plan of allocation is fair, courts look primarily to

12 the opinion of counsel." In re EVCI Career Colleges Holding

13 Corp. Sec. Litig., 2007 WL 2230177, at *11.

14 Lead counsel, who are experienced and competent in

15 complex class actions, prepared the plan of allocation in

16 connection with plaintiffs' damages expert. Niehaus

17 declaration paragraphs 100, 134. The settlement fund, minus

18 attorneys' fees and expenses, will be allocated on a pro rata

19 basis according to the relative size of class members'

20 "Recognized claims." Id. at paragraphs 9, 10. The expert has

21 calculated an estimated individual class members' claim based

22 on (i) allegations when the alleged concealed facts and trends

23 became known (i.e., realization events); (ii) an event study

24 that estimates price changes in the securities as a result of

25 realization events; and (iii) the statutory formula used to

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 17 K6BKDEUC

1 calculate recoverable damages during the settlement class

2 period. Declaration of Steven P. Feinstein ("Feinstein dec"),

3 Docket No. 177-1, paragraphs 29-42.

4 Because the plan of allocation has a clear rational

5 basis, equitably treats the class members, and was devised by

6 experienced and estimable class counsel, the Court finds it

7 fair and adequate. See In re Telik, Inc. Sec. Litig., 576

8 F.Supp. 2d, 570, 581 (S.D.N.Y. 2008).

9 V. Dissemination of Notice:

10 On February 27, 2020, the Court entered an order

11 granting preliminary approval of the settlement as "fair,

12 reasonable and adequate" to class members. In accordance with

13 that order, lead counsel retained Gilardi & Co. LLC ("Gilardi")

14 as claims administrator to supervise and administer the notice

15 procedure in connection with the settlement and to process all

16 claims. Declaration of Ross D. Murray ("Murray dec"), Docket

17 No. 310, paragraph 2.

18 Gilardi sent a copy of the notice to potential members

19 of the settlement class. First, Gilardi mailed, by first class

20 mail, the notice packet to 283 nominees - banks, brokerage

21 companies, and other institutions - that Gilardi had in its

22 proprietary database. Id. at paragraph 5.

23 Next, Gilardi mailed the notice packet to 4,643

24 additional institutions or entities on the U.S. Securities and

25 Exchange Commission's ("SEC") list of active brokers and

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 18 K6BKDEUC

1 dealers. Id. paragraph 5.

2 Gilardi also delivered electronic copies of the notice

3 packet to 381 registered electronic filers, primarily

4 institutions and third-party filers, and to the depository

5 trust company ("DTC") on the DTC legal notice system ("LENS"),

6 which enables bank and broker nominees to contact Gilardi for

7 copies of the notice for their beneficial holders. Id.

8 paragraph 7. Gilardi received multiple responses and

9 additional names of potential settlement class members from

10 individuals or other nominees, with requests for over 64,000

11 notice packets to be forwarded directly to nominees' customers.

12 Id. paragraph 9. Gilardi also published the summary notice in

13 the Wall Street Journal and transmitted it over Business Wire.

14 Id. paragraph 11. Gilardi also posted the date and time of the

15 hearing on the settlement website. Id. paragraph 12.

16 Gilardi ultimately mailed a total of 112,397 notice

17 packets, including mailing notice packets to persons a second

18 time when the first set were returned as undeliverable.

19 Supplemental Murray declaration paragraph 4.

20 These notices apprised settlement class members, among

21 other things, of: (i) the amount of the settlement; (ii) the

22 reasons why the parties are proposing the settlement; (iii) the

23 maximum amount of attorneys' fees and expenses that will be

24 sought; (iv) the identity and contact information for

25 representatives of lead counsel available to answer questions

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 19 K6BKDEUC

1 concerning the settlement; (v) the right of settlement class

2 members to object to the settlement; (vi) the right to request

3 exclusion from the settlement class; (vii) the binding effect

4 of a judgment on settlement class members; (viii) the dates and

5 deadlines for certain settlement-related events; and (ix) the

6 way to obtain additional information about the action and the

7 settlement by contacting lead counsel and the settlement

8 administrator. See Federal Rule of Civil Procedure

9 23(c)(2)(B).

10 I find that these efforts fairly and adequately

11 advised class members of the terms of the settlement, as well

12 as the right of Rule 23 class members to opt out of, or to

13 object to the settlement, and to appear at the final fairness

14 hearing today. I find that the notice and its distribution

15 comported with all constitutional requirements, including those

16 of due process.

17 VI. Attorneys' Fees, Costs and Expenses:

18 Lead counsel requests attorneys' fees in the amount of

19 what the Court calculates to be $6,166,666.67 plus interest

20 earned at the same rate as the settlement fund. This amounts

21 to one-third of the settlement fund, or 33.3 percent of the

22 settlement fund. Lead counsel also seeks reimbursement of:

23 (i) $1,203,502.39 in litigation expenses in total, with Robbins

24 Geller Rudman & Dowd LLP ("Robbins Geller") seeking

25 $1,170,981.31, Glancy Prongay & Murray seeking $28,740.22, and

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 20 K6BKDEUC

1 Murray Frank LLP seeking $3,780.86; and (ii) to approve the

2 award to the lead plaintiffs, or class plaintiffs, of "20,000

3 in the aggregate pursuant to 15, U.S.C., Section 77Z-1(a)(4) in

4 connection with their representation of the class." Niehaus

5 declaration paragraph 17.

6 Now, the trend in the Second Circuit is to use the

7 percentage of the fund method to compensate attorneys in common

8 fund cases, although the Court has discretion to award

9 attorneys' fees based on the lodestar method or the percentage

10 of recovery method. See Fresno County Employees' Ret.

11 Association v. Isaacson/Weaver Family Trust, 925 F.3d 63, 68

12 (2d Cir. 2019).

13 The notice provided to class members advised that

14 class counsel would apply for attorneys' fees for up to

15 33.3 percent of the settlement fund, in addition to litigation

16 costs not to exceed 1.3 million. See Gilardi declaration

17 Exhibit A Notice at 2. No class member objected to the

18 request.

19 A. Goldberger Factors:

20 Reasonableness is the touchstone when determining

21 whether to award attorneys' fees. In Goldberger v. Integrated

22 Resources, Inc., 209 F.3d 43 (2d Cir. 2000), the Second Circuit

23 set forth the following six factors to determine the

24 reasonableness of a fee application: (1) the time and labor

25 expended by counsel; (2) the magnitude and complexities of the

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 21 K6BKDEUC

1 litigation; (3) the risk of the litigation; (4) the quality of

2 representation; (5) the requested fee in relation to the

3 settlement; and (6) public policy considerations. Id at 50.

4 1. Class Counsel's Time and Labor:

5 Plaintiffs' counsel have expended more than 26,000

6 hours of attorney time in total over the course of this action,

7 the vast majority of which was time expended by of counsel at

8 Robbins Geller. Declaration of Eric Niehaus in support of lead

9 counsel's motion for an award of attorneys' fees ("Niehaus fee

10 declaration"), Docket No. 311 paragraph 5. Niehaus declaration

11 paragraph 135.

12 2. Magnitude and Complexity of the Litigation:

13 The size and difficulty of the issues in a case are

14 significant factors to be considered in making a fee award. In

15 re Prudential Sec, Inc. Ltd. Partnership Litig., 912 F. Supp.

16 97, 100 (S.D.N.Y. 1996). "In evaluating the settlement of a

17 securities class action, federal courts, including this Court,

18 have long recognized that such litigation is notably difficult

19 and notoriously uncertain." In re Flag Telecom Holdings Ltd.

20 Sec. Litig., 2010 WL 4537550, at *15 (S.D.N.Y. Nov. 8, 2010)

21 (quotation omitted). This case is one of substantial

22 magnitude. In addition to all of the complications that are

23 attendant to any large securities class action, this matter

24 involved events that happened over ten years ago, extensive

25 discovery, and litigation. The amount sought by plaintiffs'

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 22 K6BKDEUC

1 counsel is commensurate with the magnitude and complexity of

2 this litigation.

3 3. The Risk of Litigation:

4 As discussed, lead counsel faced significant risk in

5 prosecuting this action and proving the merits of the claims.

6 All of the fact-finding has concluded. Given the complexity of

7 the case, the risk at summary judgment and trial is

8 significant. Defendants adamantly denied any wrongdoing, and,

9 in the event that litigation had continued, would have

10 continued to aggressively litigate their defenses through

11 summary judgment, Daubert motions, trial, and any appeals.

12 4. Quality of Representation:

13 Lead counsel has considerable expertise in securities

14 litigation. See Robbins Geller resume, Niehaus fee

15 declaration, Exhibit G; see also declaration of Brian P. Murray

16 filed on behalf of Glancy Prongay & Murray LLP in support of

17 application for award of attorneys' fees and expenses ("Murphy

18 fee declaration"). Robbins Geller attorneys are currently

19 "lead or [are] named counsel in hundreds of securities class

20 action or large institutional-investor cases" and are

21 "responsible for the largest securities class action in

22 history." Niehaus fee declaration, Exhibit G. RiskMetrics

23 Group has recognized Glancy Prongay & Murray as one of the top

24 plaintiffs' law firms in the United States in its securities

25 class action services report for every year since the inception

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 23 K6BKDEUC

1 of the report in 2003. See Murphy fee declaration, Exhibit I.

2 The high quality of defense counsel opposing

3 plaintiffs' efforts further proves the caliber of

4 representation that was necessary to achieve the settlement.

5 Cahill Gordon & Reindel and Skadden Arps Slate Meagher & Flom

6 are two prominent defense firms, and "the ability of

7 plaintiffs' counsel to obtain a favorable settlement for the

8 class in the face of such formidable opposition confirms the

9 quality of their representation of the class." In re Marsh

10 ERISA Litig., 265 F.R.D. 128, 148 (S.D.N.Y. 2010).

11 Accordingly, the Court finds that this Goldberger

12 factor weighs in favor of the requested fee award.

13 5. The Requested Fee in Relation to the Settlement:

14 Generally, courts consider the size of a settlement to

15 ensure that the percentage awarded does not constitute a

16 windfall. In this case, the requested fee is 33.3 of the

17 settlement, within the range of reasonableness, in light of

18 other class action settlements in this circuit. See Mohney v.

19 Shelly's Prime Steak, Stone Crab & Oyster Bar, 2009 WL 5851465,

20 at *5 (S.D.N.Y. Mar. 31, 2009)("Class counsel's request for

21 33 percent of the settlement fund is typical in class action

22 settlements in the Second Circuit.").

23 6. Public Policy Considerations:

24 When determining whether a fee award is reasonable,

25 courts consider the social and economic value of the class

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 24 K6BKDEUC

1 action "and the need to encourage experienced and able counsel

2 to undertake such litigation." In re Sumitomo Copper Litig.,

3 74 F. Supp. 2d 393, 399 (S.D.N.Y. 1999). "Courts have, as a

4 generic matter, frequently observed that the public policy of

5 vigorously enforcing the federal securities laws must be

6 considered in calculating an award." In re BioScrip, Inc. Sec.

7 Litig., 273 F.Supp. 3d 474, 502 (S.D.N.Y. 2017)(quotation

8 omitted) affirmed sub nom. Fresno County Employees Retirement

9 Association v. Isaacson/Weaver Family Trust, 925 F.3d 63

10 (2d Cir. 2019).

11 Vigorous, private enforcement of the federal

12 securities laws can only occur if private investors can obtain

13 some parity in representation with that available to large

14 corporate defendants. Accordingly, public policy favors

15 granting lead plaintiffs' fee request.

16 After considering all of the Goldberger factors, the

17 requested fee award appears to be reasonable.

18 B. Lodestar "Cross Check":

19 In Goldberger, the Second Circuit "encouraged the

20 practice of requiring documentation of hours as a 'cross check'

21 on the reasonableness of the requested percentage."

22 Goldberger, 209 F.3d at 50. "Of course, where used as a mere

23 cross-check, the hours documented by counsel need not be

24 exhaustively scrutinized by the district court." Id.

25 As of April 17, 2020, plaintiffs' counsel have

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 25 K6BKDEUC

1 expended over 26,000 hours in total in this case, resulting in

2 a total lodestar of $16,069,646. Niehaus fee declaration

3 paragraph 4, Exhibit A; Murphy fee declaration, Exhibit A.

4 Robbins Geller expended 17,356.85 hours with a lodestar of

5 $12,021,477, Glancy Prongay & Murray LLP expended 8,097.8 hours

6 with a lodestar of $3,639,826.50, the Frank Murray LLP expended

7 562.2 hours with a lodestar of $355,902.50. Id. Plaintiffs'

8 counsel submitted declarations and time reports in support of

9 their motion for attorneys' fees. Id. Counsel submitted a

10 summary time records detailing the billable rate and hours

11 worked by each attorney and professional support staff in this

12 case. I find that these billable rates based on the

13 timekeeper's title, specific years of experience, and market

14 rates for similar professionals in their fields nationwide and

15 in New York, where Robbins Geller LLP is based, to be

16 reasonable in this context.

17 Based on plaintiffs' counsel's requested

18 fee - one-third of the settlement, or by the Court's

19 calculation, $6,166,666.67 - the lodestar yields a negative

20 "cross-check" multiplier of about 0.38; therefore, the fee is

21 well below the typically awarded multipliers in this circuit.

22 "Courts regularly award lodestar multipliers from 2 to 6 times

23 lodestar in this circuit." Fleisher v. Phoenix Life Insurance

24 Company, 2015 WL 10847814, at *18 (S.D.N.Y. Sept. 9,

25 2020)(quotation omitted)(collecting cases). Thus, the lodestar

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 26 K6BKDEUC

1 "cross-check" confirmation that plaintiffs' counsel requested

2 fee is reasonable.

3 The Court therefore finds that, based on the

4 Goldberger factors and the lodestar "cross-check," that

5 plaintiffs' counsel's requested fees are reasonable.

6 C. Litigation Expenses:

7 Plaintiffs' counsel requests $1,203,502.39 total in

8 litigation expenses, including filing fees, process service,

9 mailing expenses, document management and hosting services,

10 investigative and expert witnesses, legal research, travel and

11 mediation. See Niehaus fee declaration paragraph 5, Exhibit B.

12 Robbins Geller seeks $1,170,981.31, Glancy Prongay & Murray

13 seeks $28,740.22, and Murray Frank LLP seeks $3,780.86. The

14 largest component of plaintiffs' counsel's expenses was the

15 cost of experts and consultants, amounting to $750,458, or

16 approximately 62 percent of total expenses. Niehaus fee

17 declaration paragraph 6. The next largest components of

18 plaintiffs' counsel's expenses were for transportation, hotels,

19 and meals ($227,852.66), court transcripts and deposition

20 materials ($68,030.54), and mediation ($27,210). See Niehaus

21 fee declaration, Exhibit B. The notice disclosed that lead

22 counsel would seek up to $1,300,000 in litigation expenses. No

23 objection to these expenses was received.

24 "It is well-established that counsel who create a

25 common fund are entitled to the reimbursement of expenses that

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 27 K6BKDEUC

1 they advance to a class." In re Giant Interactive Group, Inc.,

2 279 F.R.D. 151, 165 (S.D.N.Y. 2011); see also In re Indep.

3 Energy Holdings, 302 F.Supp. 2d 180, 183 Note 3 (S.D.N.Y.

4 2003). "Attorneys may be compensated for reasonable

5 out-of-pocket expenses incurred and customarily charged to

6 their clients as long as they were 'incidental and necessary to

7 the representation of those clients.'" (quotation omitted).

8 The expenses for which lead counsel seeks payment are the type

9 of expenses that courts typically approve. See In re Global

10 Crossing Sec. & ERISA Litig., 225 F.R.D. 436, 468 (S.D.N.Y.

11 2004). Therefore, the Court finds that the requested

12 litigation expenses are reasonable and necessary to the

13 representation of the class and are appropriately reimbursed to

14 class counsel.

15 D. Lead Plaintiffs' Expenses:

16 Lead plaintiffs seek an award of $20,000 for both of

17 them in recognition of the time and expense that they incurred

18 on behalf of the class. Motion in support, Docket No. 307, at

19 31; see also Niehaus declaration paragraph 17. 15, U.S.C.,

20 Section 77Z-1(a)(4) allows "the award of reasonable costs and

21 expenses (including lost wages) directly relating to the

22 representation of the class to any representative party serving

23 on behalf of a class."

24 As set forth in their declaration, lead plaintiffs

25 dedicated a significant amount of time to the successful

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 28 K6BKDEUC

1 prosecution of this action, including by reviewing pleadings

2 and motions, discussing strengths and risks of the case, and

3 consulting with lead counsel regarding settlement. Kaess and

4 Farrugio declaration paragraphs 2 through 12. These are the

5 kinds of activities which regularly are found to support awards

6 to class representatives.

7 As set forth in their declaration, lead plaintiffs

8 assert that the value of their time and resources invested in

9 this case is substantially in excess of the $20,000 award that

10 they seek here. Id. And the application here is consistent

11 with the notice, which disclosed that "Class plaintiffs may

12 seek an award pursuant to 15, U.S.C., Section 77z-1(a)(4) in

13 connection with their representation of the class in an amount

14 not to exceed $20,000 in the aggregate." Murphy fee

15 declaration, Exhibit A notice.

16 Thus, I find that the requested award of $20,000 to

17 lead plaintiffs is reasonable.

18 VII. Conclusion:

19 In conclusion, I approve the class action settlement

20 for $18,500,000 and approve the plan for allocating the net

21 proceeds of the settlement. I also award plaintiffs' counsel

22 attorneys' fees in the amount of what the Court calculates to

23 be $6,166,666.67, plus interest earned at the same rate as the

24 settlement fund. This amounts to one-third of the settlement

25 fund, or 33.3 percent of the settlement fund. I am also

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 29 K6BKDEUC

1 awarding $1,203,502.39 in litigation expenses to be divided as

2 outlined by lead counsel. Finally, I award lead plaintiffs

3 $20,000 in the aggregate for time and expenses incurred while

4 representing the class.

5 So, counsel, thank you very much for your patience as

6 I got through the reasoning for my decision to approve the

7 settlement here.

8 I received the proposed orders and judgment, and I

9 expect to act on those promptly after today's conference.

10 Is there anything else that we should take up now,

11 before we adjourn?

12 First, counsel for plaintiffs?

13 MR. PINTAR: Not for plaintiffs, your Honor. Again,

14 Ted Pintar. Thank you very much.

15 THE COURT: Thank you.

16 Counsel for the Deutsche Bank defendants?

17 MR. JANUSZEWSKI: Your Honor, David Januszewski.

18 Nothing else from us.

19 THE COURT: Good. Thank you.

20 Counsel for the underwriter defendants?

21 MR. O'BRIEN: Yes. William O'Brien, from Skadden Arps

22 Slate Meagher & Flom LLP.

23 Nothing further from us as well.

24 THE COURT: Good. Thank you, all.

25 COUNSEL: Thank you. * * *

SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300

EXHIBIT C 2016 NLJ Billing Survey

Source:National Law Journal Category: National Law Journal

ALM Legal Intelligence collected 2016 hourly billing rates for partners, associates and of counsel from the published rates in the 20 largest federal bankruptcy jurisdictions. High, low and average attorney billing ra reported for 955 firms, in 30 states and the U.S. Territory Puerto Rico.

888-770-5647 Copyright 2016 ALM Media properties, LLC. All rights reserved. 1 www.alm.com Year Firm Name Largest U.S. Office - City State NLJ 500 Rank 2016 Partner Billing Rate Low Partner Billing Rate High Partner Billing Rate Avg Associate Billing Rate Low Associate Billing Rate High Associate Billing Rate Avg Counsel Billing Rate Low Counsel Billing Rate High Counsel Billing Rate Average

2016 DLA Piper New York NY 2 $760 $995 $958 $555 $845 $633 2016 Norton Rose Fulbright Houston TX 3 $675 $875 $825 $325 $385 $355 $575 $745 $660 2016 Hogan Lovells Washington DC 5 $690 2016 White & Case New York NY 7 $830 2016 Morgan, Lewis & Bockius Washington DC 8 $700 2016 Greenberg Traurig New York NY 10 $515 $1,080 $950 $450 $710 $563 $795 2016 Sidley Austin Chicago IL 11 $850 $1,325 $925 $695 $780 $738 2016 Reed Smith New York NY 14 $665 $870 $800 $385 $690 $575 $635 2016 Gibson, Dunn & Crutcher New York NY 17 $855 2016 Holland & Knight Washington DC 22 $695 $825 $725 $575 2016 Paul, Weiss, Rifkind, Wharton & Garrison New York NY 27 $1,150 $1,330 $1,240 $620 $805 $713 2016 King & Spalding Atlanta GA 30 $810 $1,250 $925 $400 $680 $530 2016 Bryan Cave St. Louis MO 33 $525 $560 $543 $255 $445 $350 $795 2016 Wilmer Cutler Pickering Hale & Dorr Washington DC 34 $835 $1,005 $920 2016 Davis Polk & Wardwell New York NY 36 $955 2016 Dechert New York NY 37 $865 $995 $930 $440 $755 $570 2016 Akin Gump Strauss Hauer & Feld Washington DC 38 $1,050 $1,325 $1,175 $455 $690 $523 $770 $825 $798 2016 Locke Lord Dallas TX 39 $360 $810 $630 $325 $505 $415 $625 2016 Foley & Lardner Milwaukee MN 40 $525 $960 $680 $325 $490 $425 $630 $710 $670 2016 Cooley Palo Alto CA 43 $995 $425 $800 $563 2016 Alston & Bird Atlanta GA 50 $815 2016 Baker Botts Houston TX 54 $675 $1,050 $788 $350 $650 $550 $650 2016 Quinn Emanual Urquhart & Sullivan New York NY 57 $1,005 $1,200 $1,103 $600 $635 $618 2016 Baker, Donelson, Bearman, Caldwell & BerkNashville TN 60 $265 $575 $395 $320 $265 $305 $275 2016 Fox Rothschild Philadelphia PA 67 $475 $725 $548 $290 $375 $340 2016 Sheppard, Mullin, Richter & Hampton Los Angeles CA 70 $760 $345 $630 $488 2016 Willkie Farr & Gallagher New York NY 74 $1,350 $1,350 $1,350 $750 $950 $800 $915 $915 $915 2016 Gordon Rees Scully Mansukhani San Diego CA 75 $450 $525 $488 $375 $390 $383 2016 Akerman Miami FL 76 $345 $595 $510 $275 $295 $285 $480 2016 Cozen O'Connor Philadelphia PA 78 $425 $550 $488 2016 Haynes and Boone Dallas TX 79 $595 $750 $750 $315 $490 $325 $570 2016 Husch Blackwell St. Louis MO 89 $500 2016 Kutak Rock Omaha NE 94 $335 $500 $450 2016 Bradley Arant Boult Cummings Birmingham AL 96 $540 $330 2016 Stinson Leonard Street Minneapolis MN 105 $210 $490 $350 2016 Dykema Cox Smith San Antonio TX 106 $395 $625 $565 $245 $335 $290 2016 Snell & Wilmer Phoenix AZ 107 $385 $695 $540 2016 Bracewell Houston TX 108 $835 $840 $779 $425 $685 $523 $605 2016 Dickinson Wright Troy MI 114 $600 $245 $425 2016 LeClairRyan Newark NJ 120 $340 $250 2016 Arent Fox Washington DC 124 $540 $625 $582 $295 2016 Jackson Walker Dallas TX 126 $515 $675 $595 $415 2016 Andrews Kurth Houston TX 129 $715 $895 $813 $360 $550 $360 2016 Moore & Van Allen Charlotte NC 135 $470 $675 $573 $260 2016 Cahill Gordon & Reindel New York NY 137 $800 2016 Butler Snow Memphis TN 147 $250 $375 $313 $195 2016 Thompson & Knight Dallas TX 159 $420 $750 $613 2016 Burr & Forman Birmingham AL 162 $545 $545 $545 $310 $545 2016 Saul Ewing Philadelphia PA 171 $525 $335 2016 Foley Hoag Boston MA 175 $607 $792 $702 $508 2016 Miles and Stockbridge Baltimore MD 184 $485 $320 2016 Bond, Schoeneck & King Syracuse NY 186 $365 $410 $383 $140 $275 $196 2016 Gardere Wynne Sewell Dallas TX 190 $330 $635 $590 $330 $825 $578 2016 Stradley Ronon Stevens & Young Philadelphia PA 191 $350 2016 Waller Lansden Dortch & Davis Nashville TN 199 $460 $495 $478 $235 $285 $250 2016 Strasburger & Price Dallas TX 200 $470 $535 $503 2016 Bingham Greenebaum Doll Indianapolis IN 210 $300 $325 $313 $215 2016 McKool Smith Dallas TX 224 $750 $415 $575 $495 2016 Shipman & Goodwin Hartford CT 233 $675 2016 Greenspoon Marder Fort Lauderdale FL 236 $350 2016 Spencer Fane Britt & Browne Kansas City MO 248 $300 $550 $450 $235 $300 $268 2016 Day Pitney Parsippany NY 261 $530 $660 $585 $360 $390 $375 $525 2016 Whiteford, Taylor & Preston Wilmington DE 261 $500 $530 $330 2016 Richards, Layton & Finger Wilmington DE 265 $650 $850 $763 $235 $510 $360 $510 2016 Arnstein & Lehr Chicago IL 275 $340 $590 $493 $250 2016 Schnader Harrison Segal & Lewis San Francisco CA 281 $610 $660 $640 $660 2016 Cohen & Grigsby Pittsburgh PA 289 $390 $490 $425 $255 2016 Cole, Schotz, Meisel, Forman & Leonard Baltimore MD 302 $310 $675 $510 $290 $600 $320 2016 McDonald Hopkins Cleveland OH 309 $425 $695 $565 $250 $345 $330 2016 Herrick, Feinstein New York NY 310 $725 $525 2016 Jeffer Mangels Butler and Marmaro Los Angeles CA 319 $650 $765 $695 $335 $385 $360 2016 Foster Pepper Seattle WA 321 $550 2016 Gray Reed & McGraw Houston TX 324 $600 $275 $325 $300 2016 Irell & Manella Los Angeles CA 325 $1,135 $870 $895 2016 Stearns Weaver Miller Weissler Alhadeff & SMiami FL 332 $540 2016 Harter Secrest & Emery Rochester NY 333 $468 $468 $468 $225 $332 $245 2016 Hall, Estill, Hardwick, Gable, Golden & NelsoTulsa TX 334 $410 $225 2016 Farella Braun and Martel San Francisco CA 350 $661 2016 Munsch Hardt Kopf & Harr Dallas TX Tier II $425 $750 $588 $320 $325 $323 2016 Young Conaway Stargatt & Taylor Wilmington DE Tier II $540 $850 $678 $290 $505 $403 $530 2016 Berger Singerman Miami FL Tier III $465 $695 $625 2016 Coats Rose Yale Ryman & Lee Houston TX Tier III $475 $650 $550 $325 2016 Dilworth Paxson Philadelphia PA Tier III $375 $505 $505 2016 Fowler White Burnett MIami FL Tier III $450 $275 2016 Klehr Harrison Harvey Branzburg Philadelphia PA Tier III $490 2016 Morrison Cohen New York NY Tier III $500 $495 $618 $360 $475 $475 2016 Olshan Frome Wolosky New York NY Tier III $690 $710 $700 $290 $540 2016 Shulman Rogers Gandal Pordy & Ecker Potomac MD Tier III $440 $540 $490 $320 2016 A. M. Saccullo Legal Bear DE $385 $385 2016 Abbasi Law Corporation Beverly HIlls CA $325 2016 Ackerman Fox East Meadow NY $475 $350 $425

888-770-5647 Copyright 2016 ALM Media properties, LLC. All rights reserved. 2 www.alm.com 2016 Adam Law Group Jacksonville FL $350 $350 2016 Adams Law Group New York NY $250 $350 $300 2016 Adelsperger & Kleven Fort Wayne IN $300 2016 AFD Palatka FL $375 2016 Aguinaga & Associates Houston TX $325 2016 Aiken Schenk Hawkins and Ricciardi Phoenix AZ $200 $250 $225 2016 AJ Gallo Associates Commack NY $250 $375 $313 2016 Alan R. Smith Reno NV $225 2016 Allan D. Newdelman Phoenix AZ $315 $395 $355 2016 Allegiant Law Virginia Beach VA $350 2016 Allegrucci Law Office Buckeye AZ $300 2016 Allen Barnes & Jones Phoenix AZ $295 $395 $148 $225 $285 $285 2016 Allen D. Butler Tempe AZ $350 2016 Allen Maguire & Barnes Phoenix AZ $295 $395 $360 2016 Allen Turnage Tallahassee FL $300 2016 Allred Bacon Halfhill & Young Fairfax VA $325 $275 $300 2016 Almeida & Davila San Juan PR $200 $200 $200 $175 $200 $188 2016 Alvarez & Marsal Fort Worth TX $750 2016 Amigone, Sanchez & Mattrey Buffalo NY $275 $175 2016 Andante Law Group Scottsdale AZ $565 $565 $565 $375 $375 $375 2016 Andersen C. Firm Westlake Village CA $250 2016 Andersen Law Firm Las Vegas NV $295 2016 Andreozzi Bluestein Weber Brown Clarence NY $400 $210 $250 $230 2016 Andrew M. Ellis Law Phoenix AZ $285 2016 Andrew P. Altholz Santa Monica CA $425 2016 Angela M. Ball Perry FL $300 2016 Angie Lee Matteson IL $200 2016 Anyama Law Firm Cerritos CA $150 $150 $150 2016 Arboleda Brechner Phoenix AZ $400 $400 $400 2016 Arvelo & Vazquez San Juan PR $125 $150 $138 2016 Ashby & Geddes Wilmington DE $360 $710 $495 $300 $495 $353 2016 Ashford - Schael Westfield NJ $400 2016 Avanesian Law Firm Glendale CA $375 2016 Ayres, Shelton, Williams Shreveport LA $325 $225 $325 $275 2016 B. Weldon Ponder Jr. Austin TX $325 2016 Bach Law Offices Northbrook IL $425 $425 $425 2016 Backenroth Frankel & Krinsky New York NY $505 $485 $550 $518 2016 Bailey & Busey Yakima WA $250 $230 2016 Bailey & Ehrenberg Washington DC $570 2016 Baker & Associates Houston TX $450 $300 $350 $325 $450 2016 Baker, Braverman & Barbadoro Quincy MA $300 2016 Baldi Berg Chicago IL $325 $450 $388 $275 2016 Bankruptcy Legal Group San Diego CA $295 2016 Barkley & Kennedy Rockville MD $395 $450 $423 2016 Barnett Bolt Kirkwood Long Koche Tampa FL $385 $495 $440 2016 Barnett Woolums St. Petersburg FL $300 2016 Barrett Johnston & Parsley Nashville TN $375 2016 Barron and Barron Nederland TX $350 2016 Barron and Newburger Austin TX $450 $450 2016 Barry S. Miller Hillside NJ $350 2016 Bartell Powell Champaign IL $250 2016 BarthCalderon Orange CA $350 2016 Bauch & Michaels Chicago IL $240 $338 2016 Bayard Wilmington DE $450 $950 $692 $305 $675 $477 2016 Beall and Burkhardt Santa Barbara CA $400 $425 $408 $300 2016 Beard & Savory Memphis TN $275 2016 Behar, Gutt & Glazer Fort Lauderdale FL $400 $335 2016 Belvedere Legal San Mateo CA $395 2016 Benjamin & Brand Chicago IL $425 $395 2016 Berger, Fischoff & Shumer Syosset NY $385 2016 Bernstein-Burkley Pittsburgh PA $310 $495 $385 $225 $350 $249 2016 Berrios & Longo Law Office San Juan PR $350 $275 2016 Bielli & Klauder Philadelphia PA $350 $350 $350 $205 $325 $285 $325 2016 Bigas & Bigas Ponce PR $250 2016 Binder & Malter Santa Clara CA $395 $495 $440 $225 $375 $300 2016 BlackBriar Advisors Dallas TX $345 $395 $378 2016 Blackman & Melville New York NY $300 2016 Blake J. Lindemann Beverly Hills CA $375 $350 2016 Blanchard Law Largo FL $250 $225 2016 Blonsley Law Arroyo Grande CA $350 2016 Bolognese & Associates Philadelphia DE $675 $675 2016 Bononi & Comny Greensburg PA $195 2016 Borges & Associates Syosset NY $575 2016 Bosley Till Neue & Talerico Newport Beach CA $495 $595 $535 $395 $595 $495 2016 Boudreaux Law Firm Augusta GA $300 2016 Bradford Law Offices Cary NC $150 $350 $258 2016 Bradley A. Freidman Miami FL $200 2016 Brady & Brady Boca Raton FL $350 2016 Brannen Law Group Morrow GA $350 2016 Brian J. Smith & Associates Willow Grove PA $350 $350 $350 2016 Brian K. McMahon West Palm Beach FL $400 2016 Brian McCaffrey Jamaica NY $375 2016 Broege, Neumann, Fischer & Shaver Manasquan NJ $375 $500 $438 $375 $535 $438 2016 Bronson Law Offices Harrison NY $375 $275 2016 Bruce W. Radowitz Union NJ $275 2016 Buckley King Scottsdale AZ $225 $480 $358 2016 Buddy D. Ford Tampa FL $325 2016 C. Alex Naegele Professional Law Corp. San Jose CA $250 2016 C. Conde & Associates San Juan PR $275 $300 $288 $235 2016 C. Daniel Roberts & Associates Austin TX $425 2016 Cairncross & Hempelmann Seattle WA $550 $325 2016 Calaiaro Valencik Pittsburgh PA $300 $350 $325 2016 Calvin L. Jackson Warner Robins GA $250 2016 Campbell & Coombs Mesa AZ $500 $500 $500 2016 Campero & Associates Laredo TX $300 2016 Cancio Law Offices San Juan PR $200

888-770-5647 Copyright 2016 ALM Media properties, LLC. All rights reserved. 3 www.alm.com 2016 Canterbury Law Group Scottsdale AZ $400 $140 2016 Cardenas and Stephen McAllen TX $750 2016 Carlos Alberto Ruiz Law Office Caguas PR $200 2016 Carmichael & Powell Phoenix AZ $350 2016 Carroll & Ferguson Walkersville MD $300 2016 Castro-Cintron Law Office San Juan PR $150 2016 Cavada Law Office San Antonio TX $150 $450 $300 2016 CBG Law Group Bellevue WA $320 2016 CGA Law Firm York PA $250 $325 $288 $160 $230 $195 2016 Chambliss, Bahner & Stophel Chattanooga TN $275 $325 $300 $240 2016 Charles A. Curpill Law Office San Juan PR $350 $350 2016 Charles B. Gorham San Antonio TX $350 2016 Charles M. Wynn Law Offices Marianna FL $200 $325 $258 2016 Chesser & Barr Crestview FL $250 2016 ChildersLaw Gainesville FL $375 2016 Christopher Charles Gautschi Santa Barbara CA $400 2016 Chuhak & Tecson Chicago IL $305 $345 $327 2016 Chung & Press McLean VA $425 $425 $425 2016 Ciardi, Ciardi & Astin Philadelphia PA $485 $595 $540 $300 $450 $495 $473 2016 Clark & Associates Phoenix AZ $250 2016 Coan Lewendon Gulliver & Miltenberger New Haven CT $320 2016 Cohen & Bordeaux Los Angeles CA $350 $500 $408 2016 Cohen Baldinger and Greenfeld Alexandria MD $425 $450 $438 2016 Collazo Sanchez Law Office Coamo PR $225 2016 Colligan Law Buffalo NY $250 2016 Collins, Vella & Casello Manasquan NJ $400 2016 Congeni Law Firm New Orleans LA $250 2016 Cooper & Scully Houston TX $425 $300 2016 Cornerstone Law Corporation Cerritos CA $325 2016 Corral Tran Singh Houston TX $250 $285 $268 $300 2016 Correa Business Consulting Group San Juan PR $100 $150 $125 2016 Craig A. Diehl Camp Hill PA $250 2016 Crane Heyman Simon Welch Chicago IL $420 $495 $458 $300 $495 $430 2016 Creim Macias Koenig & Frey Los Angeles CA $595 $350 $595 2016 Crowley, Liberatore, Ryan & Brogan Norfolk VA $350 $350 2016 Culbert & Schmitt Leesburg VA $375 2016 Cunningham and Chernicoff Harrisburg PA $350 2016 Curtis Castillo Dallas TX $415 $425 $420 $175 $425 $350 2016 Dahiya Law Offices New York NY $500 2016 Dal Lago Law Naples FL $360 $200 2016 Dale Bohannon Cookeville TN $300 2016 Dana M. Douglas Granada Hills CA $200 2016 Daniel J. Herman Largo FL $400 2016 Daniel Y. Gielchinsky Boca Raton FL $400 2016 Danoff and King Towson MD $350 2016 Danowitz & Associates Atlanta GA $325 2016 Darvy Mack Cohan La Jolla CA $400 2016 David Charles Masselli Arlington VA $400 2016 David E. Lynn Rockville MD $435 2016 David F. Cannon Nashville TN $200 $300 $250 2016 David P. Lloyd LaGrange IL $350 2016 David R. Softness Miami FL $550 2016 David T. Cain San Antonio TX $300 2016 David W Steen Tampa FL $450 $450 2016 Davis Law Center Jersey City NJ $300 2016 Davis Miles McGuire Gardner Tempe AZ $380 $235 $240 $238 2016 Davis, Ermis & Roberts Arlington TX $350 2016 Dean G. Sutton Sparta NJ $400 2016 Dean W. O'Connor Phoenix AZ $250 2016 Dean William Greer San Antonio TX $300 2016 DeCaro & Howell Upper Marlboro MD $425 $380 2016 Deiches & Ferschmann Haddonfield NJ $425 2016 Delgado Miranda Law Offices San Juan PR $200 2016 DeMarco-Mitchell Plano TX $300 $350 $338 2016 Dennis M. Mahoney Woodbridge NJ $250 2016 Dennis Spyra & Associates Pittsburgh PA $300 2016 Dentons Atlanta GA $565 $880 $690 $490 $585 $538 2016 Derbes Law Firm Metairie LA $250 $350 $325 $165 $200 $165 2016 Desmond, Nolan, Livaich & Cunningham Sacramento CA $300 $425 $325 $200 $250 $225 $275 $450 $400 2016 DeT Law Firm New Orleans LA $205 2016 DiConza Traurig Kadish New York NY $605 2016 Diep Law Firm Hialeah FL $350 2016 Dishbak Law Firm Tarzana CA $350 2016 Donald Bonomo Hackensack NJ $375 2016 Doran & Doran Wilkes-Barre PA $285 $300 $293 2016 Dragich Law Grosse Pointe Woods MI $350 $250 2016 Drescher & Associates Baltimore MD $350 2016 DuBosar Sheres Boca Raton FL $350 $500 $425 $290 2016 Dunn Law Miami FL $250 2016 Dunn Neal & Gerger Houston TX $375 $375 $375 2016 Dunn Schouten & Snoap Wyoming MI $250 2016 Durand & Associates Lewisville TX $300 2016 Duric Law Offices Park Ridge IL $250 2016 E. Rhett Buck Houston TX $300 2016 Earnest E. Fiveash Memphis TN $200 2016 Eason & Tambornini Sacramento CA $250 $400 $325 2016 Edmiston Foster Knoxville TN $250 2016 Edwin M. Shorty Jr. & Associates New Orleans LA $250 $250 2016 Egdardo Mangual Gonzalez San Juan PR $200 2016 Ehrenstein Charbonneau Calderin Miami FL $455 $455 $455 2016 Ehrhard & Associates Worcester MA $300 $275 2016 Elizabeth A Haas New City NY $400 2016 Ellenberg, Ogier, Rothschild and Rosenfeld Atlanta GA $325 $345 $335 2016 Ellett Law Offices Phoenix AZ $495 2016 Eric A. Liepins Dallas TX $275 2016 Eric Slocum Sparks Tucson AZ $375

888-770-5647 Copyright 2016 ALM Media properties, LLC. All rights reserved. 4 www.alm.com 2016 Eric Terry Law San Antonio TX $425 2016 Eron Law Office Wichita KS $300 $300 2016 Estrella San Juan PR $200 2016 Estudio Legal 1611 San Juan PR $225 2016 Evans & Mullinix Shawnee KS $250 $300 $300 2016 FactorLaw Chicago IL $350 $250 $275 $275 2016 Farinash & Hayduk Chattanooga TN $300 $350 $325 2016 Faucher & Associates Westlake Village CA $400 $400 2016 Felderstein Fitzgerald Willoughby and ScuzzSacramento CA $405 $595 $495 $350 $395 2016 Financial Relief Law Center Irvine CA $300 $300 2016 Financial Relief Legal Advocates Orange CA $350 2016 Fisher & Sauls St Petersburg FL $300 2016 Fisher Law Offices Austin TX $250 2016 Flaster Greenberg Cherry Hill NJ $490 $490 2016 Forman Holt Eliades & Youngman Paramus NJ $495 $600 $495 $200 $300 $200 $450 2016 Forrester & Worth Phoenix AZ $400 $450 2016 Forshey & Prostok Ft. Worth TX $575 2016 Francis E. Corbett Pittsburgh PA $250 2016 Francis J. O'Reilly Carmel NY $350 $350 $350 2016 Francisco J. Ramos & Asociados San Juan PR $100 $200 $150 2016 Frank B. Lyon Austin TX $395 $305 2016 Franklin Hayward Dallas TX $375 $400 $318 $260 $300 $280 2016 Fred E. Walker Austin TX $295 $395 $295 2016 Fredman Knupfer Lieberman Los Angeles CA $435 $515 $475 2016 Fredman Lieberman Pearl Los Angeles CA $485 $515 $485 2016 Fuentes Law Offices San Juan PR $250 2016 Fuqua & Associates Houston TX $225 $500 $250 2016 Furgang & Adwar New York NY $600 2016 Furr & Cohen Boca Raton FL $500 $650 $550 $350 $425 $388 2016 Gallagher & Kennedy Phoenix AZ $385 $595 $305 2016 Gallant and Parlow Bensalem PA $325 2016 Gandia-Fabian Law Office San Juan PR $275 2016 Garcia Arregui & Fullana San Juan PR $250 2016 Garrity Traina Coconut Creek FL $250 $300 $250 $200 2016 Garvey Tirelli & Cushner White Plains NY $500 $500 $500 2016 Gellert Scali Busenkell & Brown Wilmington DE $350 $450 $450 2016 Genesis Law Group Los Angeles CA $400 $400 2016 Genova Burns Giantomasi Webster Newark NJ $600 $275 $500 2016 Genovese Joblove & Battista Miami FL $440 $625 2016 George M. Geeslin Atlanta GA $325 $350 2016 Gerald K. Smith & John C. Smith Law Office Tucson AZ $350 $450 $400 $350 2016 Gerald L. Decker Clinton Township MI $275 2016 Gerdes Law Firm Hammond LA $210 2016 Gillman & Gillman Edison NJ $350 2016 Giordano Halleran & Ciesla Red Bank NJ $425 2016 Gipson Hoffman & Pancione Los Angeles CA $435 $500 $468 2016 Glankler Brown Memphis TN $375 2016 Gleichenhaus Marchese & Weishaar Buffalo NY $250 $300 $250 2016 Godreau & Gonzalez Law San Juan PR $125 2016 Goe & Forsythe Irvine CA $295 $395 $355 2016 Golan & Christie Chicago IL $460 $505 $483 2016 Goldberg Weprin Finkel Goldstein New York NY $495 2016 Goldstein & McClintock Chicago IL $335 $725 $435 $195 $255 $225 2016 Gonzalez Cordero Law Offices Guaynabo PR $200 $250 $225 2016 Gorski & Knowlton Hamilton NJ $375 2016 Gouveia & Associates Merrillville IN $275 $400 $275 2016 Green & Sklarz New Haven CT $400 $485 $443 $275 $400 $350 $325 $550 $438 2016 Greenberg & Bass Encino CA $450 $450 $450 $350 $375 $363 $450 $495 $495 2016 Greene Infuso Las Vegas NV $325 $450 $388 $225 2016 Gregory K. Stern Chicago IL $465 $300 $465 $440 2016 Griffith, Jay & Michel Fort Worth TX $385 2016 Gruber Hurst Elrod Johansen Hail Shank Dallas TX $490 $295 2016 Haberbush & Associates Long Beach CA $375 $400 $388 $90 $200 $175 $175 2016 Hall Law Group Statesboro GA $125 $305 $150 2016 Harrell & Associates Memphis TN $200 2016 Harris Shelton Hanover Walsh Memphis TN $350 $400 $375 2016 Hartman & Hartman Reno NV $185 $450 $318 2016 Hatch, Little & Bunn Raleigh NC $300 2016 Hauf Law Office Phoenix AZ $300 $350 $325 2016 Hayward Parker O'Leary & Pinsky Middletown NY $350 2016 Hefner, Stark & Marois Sacramento CA $310 $400 $355 2016 Heller, Draper, Patrick & Horn New Orleans LA $325 $450 $388 2016 Heller, Draper, Patrick, Horn & Dabney New Orleans LA $250 $375 $313 $375 $450 $413 2016 Herbert C. Broadfoot II Atlanta GA $375 2016 Heritage Pacific Law Group Murrieta CA $350 2016 Herman F. Valentin & Associates Bayamon PR $150 2016 Hirschler, Fleischer Richmond VA $440 $265 2016 Hodges, Doughty & Carson Knoxville TN $250 $300 $275 2016 Hodgson Russ Albany NY $350 2016 Hoffman & Hoffman Keyport NJ $250 $375 $350 2016 Hoffman & Saweris Houston TX $225 $225 $325 $275 2016 Hoffman, Larin and Agnetti Miami FL $300 2016 Holder Law Group Irving TX $400 2016 Hollister & Brace Santa Barbara CA $350 $550 $450 2016 Homel Antonio Mercado Justiniano Mayaguez PR $200 2016 Hook & Fatovich Wayne NJ $350 $350 $350 2016 Hoover Penrod Harrisonburg VA $250 $300 $275 2016 Hoover Slovacek Houston TX $300 $325 $310 $275 $350 $325 2016 Hubbell DuVall Southfield MI $210 $210 $210 2016 Huber Barney Gilbert AZ $295 2016 Hughes Watters Askanase Houston TX $415 $425 $420 $275 $345 $310 $425 2016 Hurlbett & Olmstead Santa Barbara CA $325 2016 Iurillo and Associates St. Petersburg FL $275 $375 $300 2016 Ivey, McClellan, Gatton, & Siegmund Greensboro NC $325 $350 $338 2016 J. Bennett White Tyler TX $350 $250 2016 J.M. Cook Raleigh NC $300

888-770-5647 Copyright 2016 ALM Media properties, LLC. All rights reserved. 5 www.alm.com 2016 Jacqueline Hernandez Santiago San Juan PR $250 2016 Jaime Rodriguez Law Office Bayamon PR $200 $250 $225 2016 James & Haugland El Paso TX $300 $300 $300 $225 2016 James B. Jameson Houston TX $325 2016 James H Stokes Jr. Sugar Land TX $250 2016 James H. Henderson Charlotte NC $450 2016 James M. Joyce Lancaster NY $250 2016 James Portman Webster Law Office Mesa AZ 2016 James S. Yan Pasadena CA $300 2016 James W. Shafer Seattle WA $290 2016 Jarrett C. Perkins Bellaire TX $200 2016 Jason L. Pettie Decatur GA $300 2016 Jefferson & Brewer Indianapolis IN $375 $250 $490 2016 Jeffrey A. Chimovitz Grand Blanc MI $200 2016 Jeffrey M. Rosenblum Great Neck NY $395 $425 $410 2016 Jeffrey M. Sirody and Associates Baltimore MD $295 $295 $295 2016 Jeffrey Strange & Associates Wilmette IL $450 $395 2016 Jennings, Strouss and Salmon Phoenix AZ $375 $495 $435 2016 Jimenez Vazquez & Associates Toa Baja PR $145 2016 Jochens Law Office Kansas City MO $385 2016 Joel M Aresty Tierra Verde FL $400 2016 John C. Gordon Severna Park MD $375 2016 John Carter Morgan Jr. Warrenton VA $275 $425 $350 2016 John E. Venn Jr. Pensacola FL $400 2016 John G. Downing San Jose CA $300 2016 John Lehr New Hyde Park NY $300 2016 John R. K. Solt Allentown PA $275 2016 John W. Sywilok Hackensack NJ $400 2016 Johnson & Gubler Las Vegas NV $375 2016 Johnson Pope Bokor Ruppel & Burns Tampa FL $325 $550 $350 $200 $395 $298 2016 Johnston & Street FRANKLIN TN $300 2016 Johnston Law Fort Myers FL $360 2016 Jonathan B. Vivona Alexandria VA $200 2016 Jones & Garrett Law Firm Memphis TN $300 2016 Jones Obenchain South Bend IN $275 2016 Jordan Hyden Womble Culbreth & Holzer Corpus Christi TX $250 $500 $300 2016 Jose R Gonzalez Hernandez Law Office San Juan PR $200 2016 Joseph A. McCormick Jr. Haddonfield NJ $295 $375 $335 2016 Joseph J. D'Agostino Jr. Wallingford CT $350 2016 Joseph L. Grima & Associates Grosse Pointe Farms MI $305 2016 Joyce W. Lindauer Dallas TX $195 $350 $195 2016 Juan C. Bigas Law Office Ponce PR $250 2016 Justiniano's Law Office Mayaguez PR $200 2016 K.C. Cohen Indianapolis IN $350 2016 Kamenear Kadison Shapiro & Craig Chicago IL $425 $435 $430 2016 Kasen & Kasen Cherry Hill NJ $350 $500 $425 $350 2016 Kasey C. Nye Tucson AZ $275 2016 Kasuri Byck Edison NJ $425 $450 $438 2016 Katz, Flatau, Popson and Boyer Macon GA 2016 Keele & Associates Bellville TX $250 2016 Kell C. Mercer Austin TX $400 2016 Keller & Benvenutti San Francisco CA $600 $800 $800 $400 $600 2016 Kelley, Lovett, & Blakey Valdosta GA $225 $325 $238 2016 Kelly & Brennan Spring Lake NJ $175 $400 $275 2016 Kemet Hunt Law Group Beltsville MD $325 2016 Kennedy Law Dallas TX $350 2016 Kent P. Woods Henderson NV $250 2016 Kilmer Crosby & Walker Dallas TX $300 $395 $325 2016 Kinkead Law Offices Amarillo TX $300 2016 Kish Law Firm Boca Raton FL $300 2016 Klee Tuchin Bogdanoff & Stern Los Angeles CA $550 $1,150 $650 $435 $550 $493 2016 Klein & Associates Annapolis MD $275 2016 Klenda Austerman Wichita KS $250 2016 Klenda Austerman Wichita KS $325 2016 Klestadt & Winters New York NY $550 $650 $600 2016 Klosinski Overstreet Augusta GA $375 2016 Kogan Law Firm Los Angeles CA $550 2016 Kornfield, Nyberg, Bendes and Kuhner Oakland CA $375 $425 $388 2016 Kos & Associates Fort Wayne IN $300 $175 2016 Kovac & Jones Bellevue WA $320 2016 Kraft Law Office Lisle IL $300 2016 Krigel & Krigel Kansas City MO $275 $225 $350 $225 2016 Kroger Gardis and Regas Indianapolis IN $275 $475 $375 2016 Lajara Radinson & Alicea San Juan PR $200 $200 $200 2016 Lakelaw Chicago IL $650 $375 $450 $375 2016 Lamberth, Cifelli, Ellis & Nason Atlanta GA $395 $495 $445 2016 Lamberth, Cifelli, Stokes, Ellis & Nason Macon GA $360 $495 $450 $250 $350 $300 2016 Landau Gottfried & Berger Los Angeles CA $565 $325 $510 $418 2016 Landrau Rivera & Associates San Juan PR $175 $175 $175 $175 2016 Langley & Banack San Antonio TX $350 $400 $350 $350 2016 Lansing Roy Jacksonville FL $300 $250 $350 2016 Larry K. Hercules Plano TX $325 2016 Latham Shuker Eden & Beaudine Orlando FL $550 2016 Law Care, David A. Colecchia & Associates Greensburg PA $295 $325 $310 2016 Law Firm of Brian W. Hofmeister Lawrenceville NJ $425 2016 Law Firm of Diaz & Associates Mt. Laurel NJ $350 2016 Law Firm of E. P. Bud Kirk El Paso TX $300 2016 Law Office of Alice Bower Fort Worth TX $300 2016 Law Office of Barry C. Richmond Woburn MA $300 $300 $300 2016 Law Office of Bill Parks Vista CA $450 2016 Law office of Bobbie Vardan Great Falls VA $400 2016 Law Office of Bruce R. Babcock San Diego CA $200 2016 Law Office of Christopher P. Walker Anaheim Hills CA $300 2016 Law Office of Clinton W. Cook Lubbock TX $250 2016 Law Office of Craig E. Dwyer San Diego CA $350 2016 Law Office of Craig K. Welch Petaluma CA $400

888-770-5647 Copyright 2016 ALM Media properties, LLC. All rights reserved. 6 www.alm.com 2016 Law Office of Daren M. Schlecter Los Angeles CA $350 $150 2016 Law Office of David A. Scholl Philadelphia PA $300 $300 $300 2016 Law Office of David Carl Hill Port Orchard WA $330 $275 2016 Law Office of David I. Brownstein Irvine CA $425 2016 Law Office of Deborah Kanner Ebner Chicago IL $375 2016 Law Office of Dino S. Mantzas Marlton NJ $300 2016 Law Office of Emily D. Davila Rivera San Juan PR $200 $200 $200 2016 Law Office of Frank B. Lyon Austin TX $295 2016 Law Office of Frederick E. Walker Austin TX $125 $275 $200 2016 Law Office of Gary W. Cruickshank Boston MA $400 2016 Law Office of George E. Jacobs & AssociateFlint MI $325 2016 Law Office of Gina M Corena Las Vegas NV $400 2016 Law Office of Gregg Saxe Houston TX $295 2016 Law Office of Gregory Messer Bound Brook NJ $350 $525 $438 2016 Law Office of H. Anthony Hervol San Antonio TX $285 2016 Law Office of Harvey I. Marcus Saddle Brook NJ $350 2016 Law Office of Hector Eduardo Pedrosa San Juan PR $150 2016 Law Office of Ian J. Musselman Richboro PA $250 2016 Law Office of J. Michael Levengood Lawrenceville GA $395 2016 Law Office of James B. Cronon Winterville GA $200 2016 Law Office of John E. Dunlap Memphis TN $200 2016 Law Office of John Gitlin Dallas TX $300 2016 Law Office of John P. Lewis Jr. Dallas TX $300 2016 Law Office of Jonathan H. Stanwood Philadelphia PA $300 2016 Law Office of Jules L. Rossi Asbury Park NJ $350 2016 Law Office of Leonard J Robison II Dallas TX $300 2016 Law Office of Lewis R. Landau Calabasas CA $495 2016 Law Office of Margaret Maxwell McClure Houston TX $400 2016 Law Office of Mark J. Giunta Phoenix AZ $425 2016 Law Office of Mark J. Markus San Marino CA $450 2016 Law Office of Mark S. Roher Fort Lauderdale FL $275 2016 Law Office of Martin Seidler San Antonio TX $400 2016 Law Office of Michael Baumer Austin TX $250 $400 $325 2016 Law Office of Nelson M. 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EXHIBIT D Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 1 of 90

Brian S. Lennon (pro hac vice pending) C. Thomas Ebel (VSB No. 18637) Matthew Freimuth (pro hac vice pending) W. Ashley Burgess (VSB No. 67998) Benjamin P. McCallen (pro hac vice pending) Eric C. Howlett (VSB No. 82237) WILLKIE FARR & GALLAGHER LLP Klementina V. Pavlova (VSB No. 92942) 787 Seventh Avenue SANDS ANDERSON PC New York, New York 10019 P.O. Box 1998 Telephone: (212) 728-8000 Richmond, Virginia 23218-1998 Facsimile: (212) 728-8111 Telephone: (804) 648-1636 Facsimile: (804) 783-7291

Proposed Co-Counsel to the Special Committee Proposed Co-Counsel to the Special Committee of Intelsat Connect Finance S.A. of Intelsat Connect Finance S.A.

UNITED STATES BANKRUPTCY COURT 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 CONNECT FINANCE S.A. FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF WILLKIE FARR & GALLAGHER LLP AS CO-COUNSEL TO THE SPECIAL COMMITTEE OF INTELSAT CONNECT FINANCE S.A. PURSUANT TO SECTIONS 327(e), 328(a), AND 1107(b) OF THE BANKRUPTCY CODE EFFECTIVE AS OF MAY 13, 2020

Intelsat Connect Finance S.A. (“Intelsat Connect” 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 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 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 2 of 90

Relief Requested

1. Intelsat Connect seeks entry of an order (the “Order”), substantially in the form

attached hereto as Exhibit A: approving the employment and retention of Willkie Farr &

Gallagher LLP (“Willkie”) as co-counsel to render independent services at the sole direction of

the special committee of the board of directors of Intelsat Connect (the “Special Committee”),

effective as of May 13, 2020, 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 Connect relies

upon and incorporates by reference the declaration of Brian S. Lennon, a partner at Willkie

(the “Lennon Declaration”), attached hereto as Exhibit B, and the declaration of Michael

Foreman, disinterested director of Intelsat Connect (the “Foreman 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 Debtors confirm their 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.

have the meanings ascribed to them in the First Day Declaration or as later defined herein, as applicable. 2 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 3 of 90

4. The bases for the relief requested herein are sections 327(e), 328(a), and 1107(b)

of the Bankruptcy Code, 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 Bankruptcy 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).

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Willkie’s Qualifications

8. Intelsat Connect seeks to retain Willkie, at the sole direction of the Special

Committee, because of Willkie’s experience in, among other areas, financial restructuring,

litigation, corporate governance, and corporate finance and transactions. Willkie 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.

9. Since its engagement, Willkie has become familiar with the Debtors and various

aspects of their financial affairs and reorganization. As such, Intelsat Connect believes that Willkie

is well-qualified to represent the Special Committee in an efficient and timely manner.

Services to be Provided

10. Pursuant to the resolution of the board of directors of Intelsat Connect (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

was established. The Disinterested Directors were appointed to the Special Committee effective

April 1, 2020, and constitute the sole members of the Special Committee.

11. 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 in 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 Connect retained Willkie,

4 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 5 of 90

pursuant to the Engagement Letter, to render independent services at the sole direction of the

Special Committee and to act with respect to Conflict Matters.

12. Intelsat Connect requests authority to retain Willkie to continue to provide such

independent legal services as are necessary and requested by the Special Committee and to act

with respect to the Conflict Matters. Prepetition, Willkie provided various legal services relating

to the Conflict Matters, including, without limitation: (a) reviewing and analyzing historical

transactions; (b) reviewing documents in the Debtors’ possession; (c) analyzing potential claims

held by Intelsat Connect; (d) advising on board matters; and (e) reviewing and advising on actions

of the Debtors affecting Intelsat Connect. Willkie’s work in connection with any and all Conflict

Matters and in connection with reviewing Transactions (collectively, the “Independent Analysis”)

remains open and will continue during the pendency of these chapter 11 cases.

13. Pursuant to separate retention applications filed with this Court, the Debtors have

sought to retain Kirkland & Ellis LLP (“K&E”) and Kutak Rock LLP (“Kutak Rock”) as general

bankruptcy co-counsel to the Debtors. In addition to this Application, Intelsat Connect is also

seeking to retain Sands Anderson PC (“Sands Anderson”) as co-counsel to the Special Committee.

The services rendered and functions performed by Willkie are not duplicative of work performed

by K&E, Kutak Rock, Sands Anderson or any other law firm retained by the Debtors and instead

are limited to the matters described in the Resolutions.

Professional Compensation

14. Subject to this Court’s approval and in accordance with sections 330 and 331 of the

Bankruptcy Code, the applicable Bankruptcy Rules, the Local Bankruptcy Rules, and other

procedures that may be fixed by the Court, Intelsat Connect requests that Willkie be compensated

on an hourly basis and that Willkie receives reimbursement of actual and necessary expenses

incurred in connection with its representation of Intelsat Connect in these chapter 11 cases. 5 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 6 of 90

Further, Willkie intends to apply for compensation for professional services rendered in connection

with these chapter 11 cases, subject to this Court’s approval and in compliance with the applicable

provisions of the Bankruptcy Code, Bankruptcy Rules, the Local Bankruptcy Rules, and any other

applicable orders issued by this Court, on an hourly basis, plus reimbursement of actual, necessary

expenses and other charges incurred by Willkie in connection with these cases. In accordance with

the terms of the Engagement Letter, Intelsat Connect has agreed to compensate Willkie for the

work performed at the sole direction of the Special Committee.

15. Willkie informed Intelsat Connect that, subject to this Court’s approval, it will bill

at its standard hourly rates, which currently are: $1,175 to $1,700 for partners and counsel; $390

to $1,150 for associates, other attorneys, and law clerks; and $265 to $435 for paralegals.

16. Intelsat Connect believes these rates are consistent with market rates for

comparable services, and have been informed that Willkie sets its hourly rates on an annual basis.

These hourly rates are subject to periodic adjustments (typically on October 1st of each year) to

reflect economic and other conditions. Willkie will provide ten (10) business days’ notice of any

rate increases to the Disinterested Directors, the Debtors, the United States Trustee for the Eastern

District of Virginia (the “U.S. Trustee”), and the Committee.

17. Willkie will maintain detailed records of actual and necessary costs and expenses

incurred in connection with the legal services it provides to the Special Committee and Intelsat

Connect. Intelsat Connect understands that Willkie is customarily reimbursed for all expenses

incurred in connection with the representation of a client in a given matter, including, but not

limited to, photocopying services, printing, delivery charges, filing fees, postage, “working”

meals, and computer research.

18. As set forth in the Lennon Declaration, prior to the Petition Date, Willkie received

a retainer payment (the “Retainer”) from Intelsat Connect to provide compensation for 6 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 7 of 90

professional services to be performed relating to the Independent Analysis and for the

reimbursement of reasonable and necessary expenses incurred pursuant to the Engagement Letter.

Willkie applied the Retainer to fees and expenses incurred prior to the Petition Date.

Approximately $160,000 of the Retainer remains, and will be held on account and applied, to the

extent allowed by the Court, to the payment of fees for services rendered and the reimbursement

of expenses incurred by Willkie in the course of these chapter 11 cases.

No Adverse Interest

19. To the best of the Intelsat Connect’s knowledge, except as described in the Lennon

Declaration, Willkie does not represent or hold any interest adverse to the Debtors or their

respective estates with respect to matters on which Willkie is to be retained.

20. Willkie will periodically review its files during the pendency of these chapter 11

cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

relevant facts or relationships are discovered or arise, Willkie will use reasonable efforts to identify

such further developments and will promptly file a supplemental declaration, as required by

Bankruptcy Rule 2014(a).

No Duplication of Services

21. Intelsat Connect believes that the services provided by Willkie will not duplicate

the services that other professionals, including Sands Anderson, will be providing to the Debtors

in these chapter 11 cases. Intelsat Connect will coordinate with Willkie and the Debtors’ other

professionals to minimize unnecessary duplication of efforts among the Debtors’ professionals. In

particular, Willkie will neither act as the Debtors’ general bankruptcy counsel in these chapter 11

cases, nor as general bankruptcy counsel to Intelsat Connect.

7 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 8 of 90

Basis for Relief

22. Section 327(e) of the Bankruptcy Code provides that a debtor subject to court

approval:

[M]ay employ, for a specified special purpose, other than to represent the trustee in conducting the case, an attorney that has represented the debtor, if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed.

11 U.S.C § 327(e).

23. Moreover, section 1107(b) of the Bankruptcy Code provides that a person is not

disqualified for employment under section 327 of the Bankruptcy Code by a debtor-in-possession

solely because of such person’s employment by or representation of the debtor before the

commencement of the case. 11 U.S.C. § 1107(b).

24. Retention of an attorney under section 327(e) does not require the same searching

inquiry required for a debtor to retain general bankruptcy counsel under section 327(a). See

Meespierson Inc. v. Strategic Telecom Inc., 202 B.R. 845, 847 (D. Del. 1996) (“[S]pecial counsel

employed under [section] 327(e) need only avoid possessing a conflict of interest concerning the

matter at hand.”).

25. Nevertheless, the phrase “does not represent or hold any interest adverse to the

debtor or to the estate” requires a factual determination of “all relevant facts surrounding the

debtors’ case, including, but not limited to, the nature of the debtor’s business, all foreseeable

employment of special counsel, [and] the expense of replacement counsel. . .” In re Woodworkers

Warehouse, Inc., 323 B.R. 403, 406 (D. Del. 2005). In general, however, subject to the

requirements of sections 327 and 1107, a debtor-in-possession is entitled to the counsel of its

8 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 9 of 90

choosing. In re Vouzianas, 259 F.3d 103, 108 (2d Cir. 2001) (observing that “[o]nly in the rarest

cases should the trustee be deprived of the privilege of selecting his own counsel”).

A. Willkie’s Retention Is Necessary and Is in the Best Interests of the Debtors’ Estates.

26. Intelsat Connect believes that, in light of Willkie’s experience in complex

restructurings and matters involving the satellite industry and its institutional knowledge of the

Debtors’ business and particular legal matters in which it represents the Special Committee, it is

in the best interests of the Debtors’ estates to retain Willkie. Indeed, if Intelsat Connect is required

to retain different counsel to replace Willkie in current matters, Intelsat Connect will need to find,

educate, and integrate new counsel in these matters, and expend significant resources in doing so,

rather than devoting their time and focus to their reorganization efforts. In this respect, retaining

Willkie will avoid unnecessary administrative expenses and delays, result in cost efficiencies, and

provide valuable assistance to the Debtors’ efforts to reorganize.

B. Willkie Neither Holds Nor Represents any Interest Adverse to the Debtors.

27. Except as set forth below and in the Lennon Declaration, Willkie, to the best of the

Intelsat Connect’s and the Special Committee’s knowledge, information, and belief, does not

represent, and does not hold, any interest adverse to the Debtors or their estates, their creditors, or

equity security holders, their respective attorneys and accountants, the U.S. Trustee, any person

employed by the Office of the U.S. Trustee, or any other party in interest in these chapter 11 cases

in the matters for which Willkie is to be retained.

28. Moreover, the lawyers and staff expected to provide services to the Debtors on

behalf of Willkie are not related to the U.S. Trustee assigned to these chapter 11 cases, any person

employed in the Office of the U.S. Trustee, or the Bankruptcy Judge presiding over these

chapter 11 cases.

9 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 10 of 90

Waiver of Bankruptcy Rule 6004(a) and 6004(h)

29. To implement the foregoing successfully, Intelsat Connect request that the Court

enter an order providing that notice of the relief requested herein satisfies Bankruptcy Rule 6004(a)

and that Intelsat Connect has established cause to exclude such relief from the 14-day stay period

under Bankruptcy Rule 6004(h).

Notice

30. Intelsat Connect will provide notice of this Application via first class mail,

facsimile or email (where available) to: (a) the United States Trustee for the Eastern District of

Virginia, Attn: Kenneth N. Whitehurst III, B. Webb King, Shannon F. Pecoraro, and Kathryn R.

Montgomery; (b) the holders of the 40 largest unsecured claims against the Debtors (on a

consolidated basis); (c) the indenture trustee for the Intelsat S.A. Senior Convertible Notes and

counsel thereto; (d) the indenture trustee for the Intelsat Luxembourg 7.75% Senior Notes and

counsel thereto; (e) the indenture trustee for the Intelsat Luxembourg 8.125% Senior Notes and

counsel thereto; (f) the indenture trustee for the Intelsat Luxembourg 12.5% Senior Notes and

counsel thereto; (g) the indenture trustee for the Intelsat Connect Finance 9.5% Senior Notes and

counsel thereto; (h) the indenture trustee for the Intelsat Jackson 5.5% Senior Notes and counsel

thereto; (i) the indenture trustee for the Intelsat Jackson 9.75% Senior Notes and counsel thereto;

(j) the indenture trustee for the Intelsat Jackson 8.5% Senior Notes and counsel thereto; (k) Pryor

Cashman LLP as counsel to the indenture trustees for the Intelsat Jackson 9.5% First Lien Notes

and the Intelsat Jackson 8.0% First Lien Notes; (l) Cahill Gordon & Reindel LLP as counsel to the

administrative agent under the Intelsat Jackson credit agreement; Winston & Strawn LLP as

counsel to the collateral trustee under the Intelsat Jackson credit agreement; (m) Akin Gump

Strauss Hauer & Feld LLP as counsel to an ad hoc group of certain prepetition secured parties;

(n) Jones Day as counsel to a crossover ad hoc group of term loan lenders and noteholders;

10 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 11 of 90

(o) Brown Rudnick, LLP as counsel to certain creditors; (p) Paul, Weiss, Rifkind, Wharton &

Garrison LLP and Loyens & Loeff Luxembourg Sarl as counsel to certain noteholders; (q) Davis

Polk as counsel to the agent under the DIP Credit Agreement; (r) Orrick,

Herrington & Sutcliffe LLP as counsel to an ad hoc group of noteholders; (s) Milbank LLP as

counsel to the official committee of unsecured creditors (the “Committee”); (t) the United States

Attorney’s Office for the Eastern District of Virginia; (u) the National Association of Attorneys

General; (v) the Internal Revenue Service; (w) the offices of the attorneys general for the states in

which the Debtors operate; (x) the Securities and Exchange Commission; (y) the Federal

Communications Commission; and (z) any party that has requested notice pursuant to Bankruptcy

Rule 2002. Intelsat Connect submits that, in light of the nature of the relief requested, no other or

further notice need be given.

[Remainder of page intentionally left blank]

11 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 12 of 90

WHEREFORE, for the reasons set forth herein, in the Lennon Declaration, and in the

Foreman Declaration, Intelsat Connect respectfully requests that the Court enter the Order,

substantially in the form attached hereto as Exhibit A, granting the relief requested herein and

such other relief as the Court deems appropriate under the circumstances.

Richmond, Virginia /s/ Michael Foreman Dated: June 9, 2020 Michael Foreman Independent Member of the Special Committee Intelsat Connect Finance S.A.

/s/ C. Thomas Ebel SANDS ANDERSON PC WILLKIE FARR & GALLAGHER LLP C. Thomas Ebel (VSB No. 18637) Brian S. Lennon (pro hac vice pending) W. Ashley Burgess (VSB No. 67998) Matthew Freimuth (pro hac vice pending) Eric C. Howlett (VSB No. 82237) Benjamin P. McCallen (pro hac vice pending) Klementina V. Pavlova (VSB No. 92942) 787 Seventh Avenue P.O. Box 1998 New York, New York 10019 Richmond, Virginia 23218-1998 Telephone: (212) 728-8000 Telephone: (804) 648-1636 Facsimile: (212) 728-8111 Facsimile: (804) 783-7291 Email: [email protected] Email: [email protected] [email protected] [email protected] [email protected] [email protected] [email protected]

Proposed Co-Counsel to the Special Committee Proposed Co-Counsel to the Special Committee of Intelsat Connect Finance S.A. of Intelsat Connect Finance S.A.

12 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 13 of 90

Exhibit A

Proposed Order Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 14 of 90

Proposed Co-Counsel to the Special Committee Proposed Co-Counsel to the Special Committee of Intelsat Connect Finance S.A. of Intelsat Connect Finance S.A.

UNITED STATES BANKRUPTCY COURT 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 GRANTING THE APPLICATION OF INTELSAT CONNECT FINANCE S.A. AUTHORIZING THE EMPLOYMENT AND RETENTION OF WILLKIE FARR & GALLAGHER LLP AS CO-COUNSEL TO THE SPECIAL COMMITTEE OF INTELSAT CONNECT FINANCE S.A. PURSUANT TO SECTIONS 327(e), 328(a), AND 1107(b) OF THE BANKRUPTCY CODE EFFECTIVE AS OF MAY 13, 2020

Upon the application (the “Application”)2 of Intelsat Connect Finance S.A. (“Intelsat

Connect”), one of the debtors and debtors in possession in the above-captioned case (collectively,

the “Debtors”), for entry of an order (this “Order”), (a) authorizing Intelsat Connect to employ and

retain Willkie Farr & Gallagher LLP (“Willkie”) as co-counsel to render independent legal services

2 Capitalized terms used in this Order but not immediately defined have the meanings given to them in the Application. Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 15 of 90

at the sole direction of the special committee of the board of directors of Intelsat Connect

(the “Special Committee”), effective as of May 13, 2020, in accordance with the terms and

conditions set forth in the engagement letter dated May 7, 2020 (the “Engagement Letter”),

attached hereto as Exhibit 1; and (b) granting related relief, all as more fully set forth in the

Application; and upon the Lennon Declaration attached as Exhibit B to the Application; and upon

the Foreman Declaration attached as Exhibit C to the Application; 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 Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this

Court having found that the relief requested in the Application 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 Application and opportunity for a hearing on the Application were

appropriate under the circumstances and that no other notice need be provided; and this Court

having reviewed the Application 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 Application 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. The Application is granted as set forth in this Order.

2. Pursuant to sections 327(e), 328(a), and 1107(b) of the Bankruptcy Code, Intelsat

Connect is hereby authorized to retain Willkie as co-counsel to the Special Committee, effective

2 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 16 of 90

as of May 13, 2020, pursuant to the terms and conditions set forth in the Application and the

Engagement Letter.

3. Retention of Willkie pursuant to section 327(e) of the Bankruptcy Code is

appropriate given the specific scope of the proposed retention and Willkie’s prepetition

representation.

4. Willkie shall file interim and final fee applications for allowance of its

compensation and reimbursement of its expenses with respect to services rendered in these

chapter 11 cases with the Court, in accordance with sections 330 and 331 of the Bankruptcy Code,

the Bankruptcy Rules, the Local Bankruptcy Rules, this Order, and such other procedures as may

be fixed by order of the Court.

5. Willkie shall apply any remaining amounts of its prepetition retainer as a credit

toward postpetition fees and expenses, after such postpetition fees and expenses are approved

pursuant to the first order of the Court awarding fees and expenses to Willkie.

6. Willkie shall include in its fee applications, among other things, contemporaneous

time records setting forth a description of the services rendered by each professional and the

amount of time spent on each date by each such individual in rendering services on behalf of

Intelsat Connect in one-tenth (.1) hour increments.

7. Prior to any increases in Willkie’s rates with respect to this Order and the

Application, Willkie shall file a supplemental affidavit with the Court and provide ten business

days’ notice to the Debtors, the U.S. Trustee, and the Committee, which supplemental affidavit

shall explain the basis for the requested rate increase and state whether the Debtors have consented

to the rate increase. The U.S. Trustee retains all rights to object to any rate increase on all grounds

3 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 17 of 90

including, but not limited to, the reasonableness standard provided for in section 330 of the

Bankruptcy Code, and all rates and rate increases are subject to review by the Court.

8. Notwithstanding any provision to the contrary in the Engagement Letter, any

dispute relating to the services provided by Willkie shall be referred to arbitration consistent with

the terms of the Engagement Letter only to the extent that this Court does not have, retain, or

exercise jurisdiction over the dispute, and 28 U.S.C. § 1334(e)(2) shall govern the form for

resolving fee disputes.

9. To the extent there is any inconsistency between the terms of the Engagement

Letter, the Application, and this Order, the terms of this Order shall govern.

10. The notice requirements of Bankruptcy Rule 6004(a) are deemed waived.

11. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

are immediately effective and enforceable upon its entry.

12. Intelsat Connect is authorized to take all actions necessary to effectuate the relief

granted in this Order in accordance with the Application.

13. Notwithstanding any term in the Engagement Letter to the contrary, this Court

retains exclusive jurisdiction with respect to all matters arising from or related to the

implementation, interpretation, and enforcement of this Order.

Date: ______Richmond, Virginia

KEITH L. PHILLIPS UNITED STATES BANKRUPTCY COURT JUDGE

Entered on the docket:

4 Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 18 of 90

WE ASK FOR THIS:

/s/ C. Thomas Ebel C. Thomas Ebel (VSB No. 18637) W. Ashley Burgess (VSB No. 67998) Eric C. Howlett (VSB No. 82237) Klementina V. Pavlova (VSB No. 92942) SANDS ANDERSON PC P.O. Box 1998 Richmond, Virginia 23218-1998 Telephone: (804) 648-1636 Facsimile: (804) 783-7291

- and -

Brian S. Lennon (pro hac vice pending) Matthew Freimuth (pro hac vice pending) Benjamin P. McCallen (pro hac vice pending) WILLKIE FARR &GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111

Proposed Co-Counsel to the Special Committee of Intelsat Connect Finance S.A.

CERTIFICATION OF ENDORSEMENT UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been endorsed by or served upon all necessary parties.

/s/ C. Thomas Ebel Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 19 of 90

Exhibit 1

Engagement Letter Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 20 of 90

PRIVILEGED AND CONFIDENTIAL

May 7, 2020

Jeffrey S. Stein, Independent Director Michael Foreman, Independent Director Intelsat Connect Finance, S.A. 7900 Tysons One Place McLean, VA 22102-5972

Re: Representation of Independent Directors of Intelsat Connect Finance, S.A.

Dear Messrs. Stein and Foreman:

Thank you for retaining Willkie Farr & Gallagher LLP (“Willkie” or the “Firm”). This letter is to confirm that Willkie has been retained by Intelsat Connect Finance, S.A. (“Intelsat” or “you” or the “Client”) to render independent legal services at the sole direction of the Special Committee of the Directors formed pursuant to the Written Resolutions of The Board of Directors on Director Appointments and Establishing A Special Committee, dated March 27, 2020, consisting of Mr. Jeffrey Stein and Mr. Michael Foreman (the “Special Committee”) to act with respect to “Conflict Matters” (as that term is defined therein) (hereinafter, the “Engagement”). The purpose of this letter is to confirm the terms of our services to ensure that you and we have a common understanding of the Engagement.

Scope of Engagement

Willkie has been retained to provide advice and representation in connection with the Engagement. The Firm understands that Intelsat and certain of your affiliates have retained general restructuring and corporate counsel that are not directed solely by the Special Committee and the Firm will endeavor not to duplicate any efforts by such counsel. Willkie’s services will not extend to other business, personal, or legal affairs of yours, or to any other aspect of your activities unless instructed and agreed. The Special Committee shall direct our work in this matter on behalf of Intelsat and shall control any attorney-client, work product or other privilege or protection from disclosure in connection with our Engagement. For the avoidance of doubt, because Willkie’s sole client in the Engagement will be Intelsat and will act only at the direction of the Special Committee, this Engagement does not create an attorney-client relationship between Willkie and persons or entities related to Intelsat, including Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 21 of 90 Willkie Engagement Letter May 7, 2020 Page 2 individual members of the Special Committee or parents, subsidiaries, affiliates, employees, officers, directors, shareholders or partners.

To avoid any confusion, we wish to point out that the services to be rendered by Willkie will not include any legal advice other than with respect to applicable U.S. law or the law of foreign jurisdictions in which we operate. As part of our Engagement, we will, of course, assist any other counsel or professionals you may retain in connection with these matters.

We expect that in connection with our work for you, you will provide us with clear, timely and accurate instructions; you will provide all documentation required for the matter in a timely manner; and you will review our advice and any documentation we produce carefully to ensure that it is in accordance with your requirements. It is important that you let us know if you think there is any additional information which might be relevant to the matter and may have a bearing on the advice given or document drafted.

During the course of our Engagement, you may seek our professional opinions or beliefs regarding the likely outcome of your legal matters or the likely effectiveness of various courses of action. Any expressions (solicited or otherwise) on our part concerning such possible outcomes or courses of action are expressions of our best professional judgment, but are not guarantees.

Record Retention

We will maintain records in connection with this Engagement in accordance with the Firm’s records retention policy, as may be amended from time to time.

Fees and Client Charges

Willkie generally charges for legal services based on the hourly rates of the attorneys and staff performing the work. These rates vary by seniority and experience. At present, the Firm’s standard hourly rates range from $1,175 to $1,700 for partners and senior counsel, $390 to $1,150 for associates, other attorneys and law clerks, and $265 to $435 for paralegals. Rates are subject to change generally on an annual basis and such changes are typically effective as of October 1. The applicable rates are those in effect at the time the services are rendered.

The Firm also will bill you for our regular disbursements and other charges incurred in connection with our Engagement, which include such items as duplicating, word processing, long distance telephone, electronic legal research, travel, secretarial overtime and the like. In some situations, we may request an advance for such client charges and disbursements.

Intelsat has agreed, as reflected by the signature of its authorized representative below, to pay our fees and disbursements. Willkie will bill the Intelsat directly.

During the course of our Engagement you may ask us for an estimate of the amount of time and other client charges that will be needed to complete the Engagement or particular tasks. Because of the inherent uncertainties involved in the legal services required by this Engagement, it is not possible to

- 2 - Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 22 of 90 Willkie Engagement Letter May 7, 2020 Page 3 make such estimates with reasonable precision. Any estimates that we provide will be based on our experience and various assumptions and will not constitute a maximum or a fixed fee for the costs of our services to you and our actual fees could be higher or lower.

In order to proceed, the Firm requires an initial retainer from Intelsat of $300,000, which will be applied to the final bill for legal fees and other client charges incurred on the matter. Any balance remaining from such retainer after application will be refunded to Intelsat. The Firm will bill the Intelsat monthly. We expect our statements to be paid promptly after they are submitted.

Payment is due upon receipt of our statements. Payment may be made by wire transfer to Citibank N.A., 153 East 53rd Street, New York, New York 10022, account number 09257961 and ABA number 021000089. Alternatively, payment may be made by check made out to Willkie Farr & Gallagher LLP and sent to us at 787 Seventh Avenue, Attention: 38th Floor, Accounting, New York, New York 10019.

References to Client Name

Consistent with the New York Rules of Professional Conduct, the Firm advises you that it may on occasion reference the Client’s name in a context (such as biographies, practice and website descriptions) which may be deemed to constitute lawyer advertising and that by signing a copy of this letter you consent to the Firm’s doing so, subject of course to our obligation to preserve client confidences and any other obligation with which lawyers must comply under any applicable disciplinary rules.

Conflicts of Interest

Before we begin representing a particular client, we try to determine whether there are any conflicts of interest that would interfere with our representation of that client’s interests. Should we determine in the course of our representation that a conflict has arisen, we will immediately notify you. We similarly ask you to notify us if you become aware of any actual or potential conflicts of interest. If either you or we conclude that our representation should or must be terminated, we will do our best to protect your interests by assisting in providing a smooth transition to new counsel.

Additionally, Willkie represents and in the future will represent many other clients. Some may be direct competitors of one or more Clients or otherwise may have business interests that are contrary to Clients’ interests. It is even possible that, during the time we are working for you, an existing or future client may seek to engage us in connection with an actual or potential transaction or pending or potential litigation or other dispute resolution proceeding in which such client’s interests are or potentially may become adverse to Clients’ interests.

Without limiting any of the foregoing, we ask each Client to confirm that (i) Willkie may continue to represent or may undertake in the future to represent any existing or future client in any matter (including, but not limited to, transactions, litigation or other dispute resolutions), even if the interests of that client in that other matter are directly adverse to Client, as long as that other matter is not substantially related to this or our other Engagements on behalf of Client and does not require us to use

- 3 - Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 23 of 90 Willkie Engagement Letter May 7, 2020 Page 4 proprietary or other confidential information of a non-public nature concerning Client acquired by Willkie as a result of our representation of Client; (ii) Client hereby waives any conflict of interest that exists or might be asserted to exist and any other basis that might be asserted to preclude, challenge or otherwise disqualify Willkie in any representation of any other client with respect to any such matter; and (iii) Client intends for its consent to be effective and fully enforceable, and to be relied upon by Willkie.

Data Privacy and Use of Client Data

In the course of performing our services, the Firm may need to collect and/or process data that it receives from you. By signing below, you consent to the Firm’s collection and processing of any data you may provide to us (or authorize to be provided to us) in the course of the Firm’s performing our services, including, without limitation, data that may constitute personally identifiable information, and confirm that you are authorized to provide any such data to us (or to have a third party do so). Likewise, you consent to the Firm’s transferring any such data to, or accessing such data in, any jurisdiction where the Firm may operate, which includes countries that may not offer comparable levels of data protection. In addition, you consent to the Firm’s sending communications, such as updates on legal developments, newsletters, invitations to events, or other messages we believe might be of interest to you, to any email address, postal address or other contact information that you may provide to us. You may unsubscribe at any time by contacting us. All of the foregoing activities are governed by the Firm’s privacy policy, which can be found on our website.

Termination

You have the right to terminate the Firm’s Engagement upon written notice at any time. The Firm also has the right, subject to professional codes of conduct, to terminate its Engagement, upon written notice, in the event that our statement is not paid in full in a timely manner, or in the event the Firm determines, in its sole discretion, that continuing services to you would be unethical, improper or otherwise inappropriate. The total outstanding amount plus any additional amounts for legal services and other Client charges incurred up to the date of, and subsequently as a consequence of, termination will be immediately due and payable upon presentation of our final statement.

The Engagement will be considered terminated at the earlier of (i) Clients’ termination of the Engagement, (ii) Willkie’s withdrawal from the Engagement, or (iii) the completion of Willkie’s substantive work for the Clients, which, in the absence of a letter notifying you of the completion of the Engagement, shall be presumed to occur six months after the rendition of the final bill.

Dispute Resolution

If you disagree with the amount of our fees or other charges at any time, or if you have any concern as to any other matter related to or arising out of our Engagement, including the nature and quality of our services, please discuss any such questions or concerns with us. In the event any dispute cannot be resolved informally, you agree to resolve any and all disputes with the Firm, or with any of our lawyers or staff arising from or relating to our work for you, including but not limited to disputes over fees and charges or disputes relating to the nature and quality of our services, exclusively through private and

- 4 - Case 20-32299-KLP Doc 311 Filed 06/09/20 Entered 06/09/20 22:56:36 Desc Main Document Page 24 of 90 Willkie Engagement Letter May 5, 2020 Page 5 confidential binding arbitration in New York City before three neutral arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the Hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. This arbitration clause and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, exclusive of conflict or choice of law rules.

We also advise you that in the event of a dispute that cannot be readily resolved, you may have the right to request arbitration in New York City under Part 137 of the Rules of the Chief Administrator of the Office of Court Administration of the New York State Unified Court System or under applicable bar association procedures. By signing this engagement letter, you waive that right and agree to binding private arbitration as provided above.

Careful review of this letter will ensure your understanding of the terms of the Firm’s Engagement. Please raise and discuss with me any questions you may have.

This letter shall be binding upon and inure to the benefit of the respective successors and permissible assigns of the Firm and you, as the case may be.

If this letter accurately summarizes the agreement between Willkie and you, please indicate your approval and acceptance by signing the enclosed copy of the letter and returning it to me, along with a check or wire transfer from Intelsat in the amount of $300,000. However, please note that your instructing us or continuing to instruct us on this matter will constitute your full acceptance of the terms set out above. If you would like to discuss any of these matters, please give me a call.

Sincerely,

Brian S. Lennon