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1 in the United States Bankruptcy Court Case 20-32299-KLP Doc 2207 Filed 05/17/21 Entered 05/17/21 16:56:17 Desc Main Document Page 1 of 19 Dennis F. Dunne, Esq. (admitted pro hac vice) Tyler P. Brown, Esq. (VSB No. 28072) Alan J. Stone, Esq. (admitted pro hac vice) Justin F. Paget, Esq. (VSB No. 77949) Matthew Brod, Esq. (admitted pro hac vice) Jennifer E. Wuebker, Esq. (VSB No. 91184) MILBANK LLP HUNTON ANDREWS KURTH LLP 55 Hudson Yards Riverfront Plaza, East Tower New York, New York 10001 951 East Byrd Street Telephone: (212) 530-5000 Richmond, Virginia 23219 Facsimile: (212) 530-5219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 Andrew M. Leblanc, Esq. (admitted pro hac vice) S. Robert Marsters, Jr. Esq. (admitted pro hac vice) MILBANK LLP 1850 K Street, NW, Suite 1100 Washington, DC 20006 Telephone: (202) 835-7500 Co-Counsel for the Official Committee of Unsecured Creditors IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ) In re: ) Chapter 11 ) INTELSAT S.A., et al.,1 ) Case No. 20-32299 (KLP) ) Debtors. ) (Jointly Administered) ) EIGHTH MONTHLY FEE STATEMENT OF MOELIS & COMPANY, LLC FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED FROM MARCH 1, 2021 THROUGH MARCH 31, 2021 Basic Information Name of Applicant: Moelis & Company, LLC Authorized to provide professional services to: Official Committee of Unsecured Creditors 1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the Debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list may be obtained on the website of the Debtors’ proposed claims and noticing agent at https://cases.stretto.com/intelsat. The location of the Debtors’ service address is: 7900 Tysons One Place, McLean, VA 22102. 1 Case 20-32299-KLP Doc 2207 Filed 05/17/21 Entered 05/17/21 16:56:17 Desc Main Document Page 2 of 19 September 22, 2020 nunc pro tunc to May 29, Date of retention order: 2020 Petition date: May 17, 2020 Summary of Compensation & Expenses Sought in Application Type of fee application: 8th Monthly Fee Statement Period for which compensation and March 1, 2021 – March 31, 2021 reimbursement sought: Total fees requested in this Fee $180,000.00 (80% of $225,000.00) Statement: Total expenses requested in this Fee $7,437.00 Statement: Moelis & Company, LLC (“Moelis”), investment banker for the Official Committee of Unsecured Creditors (the “Committee”) of Intelsat S.A. and its affiliated debtors in possession (collectively, the “Debtors”) in the above-captioned Chapter 11 cases (the “Cases”), by this Court’s Order (I) Authorizing the Retention and Employment of Moelis & Company LLC as Investment Banker for the Official Committee of Unsecured Creditors, Effective as of May 29, 2020, (II) Waiving Certain Time-Keeping Requirements, and (III) Granting Related Relief [Dkt. No. 813] (the “Moelis Retention Order”), hereby files this eighth monthly fee statement (the “Fee Statement”) pursuant to sections 328, 330, 331 and 1103 of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2016(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Local Bankruptcy Rule 2016-1 of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Eastern District of Virginia (the “Local Rule(s)”), and the Order (I) Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief [Dkt. No. 425] (the “Interim Compensation Order”), for: (i) compensation in the amount of $180,000.00 for the reasonable and necessary professional services Moelis rendered to the Committee during the period of March 2 Case 20-32299-KLP Doc 2207 Filed 05/17/21 Entered 05/17/21 16:56:17 Desc Main Document Page 3 of 19 1, 2021 through and including March 31, 2021 (the “Eighth Monthly Period”) (which amount is equal to eighty percent (80%) of the total amount of compensation sought herein of $225,000.00); and (ii) reimbursement for the actual and necessary expenses that Moelis incurred in the amount of $7,437.00 (representing 100% of the expenses allowed) during the Eighth Monthly Period. 1. The following are attached in support of the Fee Statement and in compliance with the Moelis Retention Order: a. Exhibit A is a list identifying each Moelis investment-banking professional who rendered services to the Committee during the Eighth Monthly Period. b. Exhibit B is a summary of hours incurred by Moelis restructuring professionals, who expended a total of 167.5 hours2 in connection with the Cases during the Eighth Monthly Period. Including non-restructuring professionals, Moelis investment-banking professionals expended a total of 186.0 hours in connection with the Cases during the Eighth Monthly Period. c. Exhibit C is a summary of the expenses incurred by Moelis during the Eighth Monthly Period with respect to each type of expense for which Moelis seeks reimbursement. An itemized list of expenses incurred by Moelis during the Eighth Monthly Period is attached hereto as Exhibit D. d. Exhibit E are copies of the invoices from attorneys that provided legal services to Moelis during the Eighth Monthly Period in connection with the Cases and for which Moelis seeks reimbursement. The cost of such legal fees and expenses incurred by Moelis during the Eighth Monthly Period amount to $7,437.00. 2 Excluding all hours worked by Moelis professionals not within the restructuring group (these professionals have been listed in Exhibit A). 3 Case 20-32299-KLP Doc 2207 Filed 05/17/21 Entered 05/17/21 16:56:17 Desc Main Document Page 4 of 19 Representations 2. Although every effort has been made to include all fees and expenses incurred during the Eighth Monthly Period, some fees and expenses might not be included in this Monthly Fee Statement due to delays caused in connection with accounting and processing of such time and expenses. Accordingly, Moelis reserves the right to make further applications to this Court. Notice 3. In accordance with the Interim Compensation Order, a copy of the Monthly Fee Statement has been or will shortly be provided by hand or overnight delivery, on: (i) the Debtors, Intelsat S.A., 7900 Tysons One Place, McLean, VA 22102, Attn: Michelle Bryan, Executive Vice President, General Counsel and Chief Administrative Officer; (ii) counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Steven Serajeddini, P.C. ([email protected]), Anthony R. Grossi ([email protected]), and Ameneh Bordi ([email protected]) (iii) co-counsel to the Debtors, Kutak Rock LLP, 901 East Byrd Street, Suite 1000, Richmond Virginia 23219, Attn: Michael A. Condyles ([email protected]), Peter J. Barrett ([email protected]), Jeremy S. Williams ([email protected]), and Brian H. Richardson ([email protected]); (iv) counsel to an ad hoc group of certain holders of the Debtors’ secured term loan and secured notes (the “Intelsat Jackson Ad Hoc Group”), Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, New York 10036, Attn: Ira S. Dizengoff; ([email protected]), Abid Qureshi ([email protected]), and Brad Kahn ([email protected]); (v) counsel to an ad hoc group of certain crossover holders of the Debtors’ secured term loan and secured notes (the “Intelsat Jackson Crossover Ad Hoc 4 Case 20-32299-KLP Doc 2207 Filed 05/17/21 Entered 05/17/21 16:56:17 Desc Main Document Page 5 of 19 Group”), Jones Day, 250 Vesey St., New York, New York 10281, Attn: Bruce Bennett; ([email protected]), Joshua Brody ([email protected]), and Peter Saba ([email protected]); (vi) counsel to any statutory committee appointed in these cases; (vii) the Office of the United States Trustee, 701 East Broad Street, Suite 4304, Richmond, Virginia 23219, Attn: Kenneth N. Whitehurst III, B. Webb King, Shannon F. Pecoraro, and Kathryn R. Montgomery; and (viii) Robert J. Keach ([email protected]), Bernstein, Shur, Sawyer & Nelson PA, 100 Middle Street, West Tower, Portland, ME, 04101, as Fee Examiner. WHEREFORE, based upon the foregoing and for good cause shown, Moelis respectfully requests allowance of its fees and expenses during the Eighth Monthly Period in the total amount of $187,437.00, consisting of: (i) $180,000.00, which is 80% of the fees incurred by Moelis for reasonable and necessary professional services rendered to the Committee, and (ii) $7,437.00 for actual and necessary costs and expenses, and that such fees and expenses be paid as administrative expenses of the Debtors’ estates. 5 Case 20-32299-KLP Doc 2207 Filed 05/17/21 Entered 05/17/21 16:56:17 Desc Main Document Page 6 of 19 Dated: May 17, 2021 OFFICIAL COMMITTEE OF UNSECURED CREDITORS /s/ Justin F. Paget Tyler P. Brown (VSB No. 28072) Justin F. Paget (VSB No. 77949) Jennifer E. Wuebker (VSB 91184) HUNTON ANDREWS KURTH LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 -and- Dennis F. Dunne. Esq. (admitted pro hac vice) Alan J. Stone, Esq. (admitted pro hac vice) Matthew Brod, Esq. (admitted pro hac vice) MILBANK LLP 55 Hudson Yards New York, New York 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Andrew M. Leblanc, Esq. (admitted pro hac vice) S. Robert Marsters, Jr. Esq. (admitted pro hac vice) MILBANK LLP 1850 K Street, NW, Suite 1100 Washington DC 20006 Telephone: (202) 835-7500 Facsimile:
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