19-14006-smb Doc 70 Filed 01/20/20 Entered 01/20/20 17:47:39 Main Document Pg 1 of 17 Docket #70 Date Filed: 01/20/2020 Hearing Date: February 4, 2020 at 10:00 a.m. (EST) Objection Deadline: January 28, 2020 at 4 p.m. (EST) BRACEWELL LLP Robert G. Burns Mark E. Dendinger Joshua D. Neifeld (admitted pro hac vice) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 508-6100 Facsimile: (212) 508-6101 Proposed Counsel for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 Seabras 1 USA, LLC et al., Case No. 19-14006 (SMB) Debtors.1 (Jointly Administered) NOTICE OF HEARING REGARDING DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF BRACEWELL LLP AS ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE PLEASE TAKE NOTICE that on December 22, 2019 (the “Petition Date”), Seabras 1 USA, LLC (“Seabras USA”) and Seabras 1 Bermuda Ltd. (“Seabras Bermuda” and, together with Seabras USA, the “Debtors”) each commenced the above-captioned proceedings by filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (this “Court”). PLEASE TAKE FURTHER NOTICE that on January 20, 2020, the Debtors filed with this Court the annexed Application for Entry of An Order Authorizing and Approving Retention 1 The Debtors in these chapter 11 cases, along with the last four digits of their respective tax identification numbers, are Seabras 1 USA, LLC (0027) and Seabras 1 Bermuda Ltd. (7149). The Debtors’ principal offices are located at 600 Cummings Center, Suite 268-Z, Beverly, MA 01915. 19-14006-smb Doc 70 Filed 01/20/20 Entered 01/20/20 17:47:39 Main Document Pg 2 of 17 and Employment of Bracewell LLP as Attorneys for the Debtors Nunc Pro Tunc to the Petition Date (the “Application”). PLEASE TAKE FURTHER NOTICE that a hearing to consider approval of the Application is scheduled for February 4, 2020 at 10:00 a.m. (prevailing Eastern Time) or as soon thereafter as counsel may be heard before the Honorable Stuart M. Bernstein, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004. PLEASE TAKE FURTHER NOTICE that any responses or objections (collectively, the “Objections”) to the Application must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York, and shall be filed with this Court (a) by attorneys practicing in this Court, including attorneys admitted pro hac vice, electronically in accordance with General Order M- 399 (which can be found at http://www.nysb.uscourts.gov/sites/default/ files/m399.pdf), and (b) by all other parties-in- interest, on a CD-ROM, in text-searchable portable document format (PDF) (with a hard copy delivered directly to the chambers of this Court), in accordance with the customary practices of this Court and General Order M-399, to the extent applicable, and served in accordance with General Order M-399 so as to be received no later than January 28, 2020 at 4:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”). PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served with respect to the Application, the Debtors may, on or after the Objection Deadline, submit to this Court an order substantially in the form of the proposed order annexed to the Application, which order may then be entered by this Court with no further notice or opportunity to be heard. 2 19-14006-smb Doc 70 Filed 01/20/20 Entered 01/20/20 17:47:39 Main Document Pg 3 of 17 Dated: January 20, 2020 New York, New York BRACEWELL LLP /s/ Robert G. Burns Robert G. Burns Mark E. Dendinger Joshua D. Neifeld (admitted pro hac vice) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 508-6100 Facsimile: (212) 508-6101 Proposed Counsel for Debtors and Debtors in Possession 3 19-14006-smb Doc 70 Filed 01/20/20 Entered 01/20/20 17:47:39 Main Document Pg 4 of 17 Hearing Date: February 4, 2020 at 10:00 a.m. (EST) Objection Deadline: January 28, 2020 at 4 p.m. (EST) BRACEWELL LLP Robert G. Burns Mark E. Dendinger Joshua D. Neifeld (admitted pro hac vice) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 508-6100 Facsimile: (212) 508-6101 Proposed Counsel for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 Seabras 1 USA, LLC et al., Case No. 19-14006 (SMB) Debtors.1 (Jointly Administered) DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF BRACEWELL LLP AS ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE Seabras 1 USA, LLC (“Seabras USA”) and Seabras 1 Bermuda Ltd. (“Seabras Bermuda” and, together with Seabras USA, the “Debtors”), the debtors and debtors in possession in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), hereby file this application for entry of an order, substantially in the form attached hereto as Exhibit A (the “Order”), authorizing and approving the retention and employment of Bracewell LLP (“Bracewell” or the “Firm”) as attorneys for the Debtors nunc pro tunc to the Petition Date in these Chapter 11 Cases (this “Application”). In support of this Application, the Debtors rely on the Declaration of Robert G. 1 The Debtors in these chapter 11 cases, along with the last four digits of their respective tax identification numbers, are Seabras 1 USA, LLC (0027) and Seabras 1 Bermuda Ltd. (7149). The Debtors’ principal offices are located at 600 Cummings Center, Suite 268-Z, Beverly, MA 01915. 19-14006-smb Doc 70 Filed 01/20/20 Entered 01/20/20 17:47:39 Main Document Pg 5 of 17 Burns in Support of the Debtors’ Application for Entry of an Order Authorizing and Approving the Retention and Employment of Bracewell LLP as Attorneys for the Debtors Nunc Pro Tunc to the Petition Date, attached hereto as Exhibit B (the “Burns Declaration”) and the Declaration of Roger Kuebel in Support of the Debtors’ Application for Entry of an Order Authorizing and Approving the Retention and Employment of Bracewell LLP as Attorneys for the Debtors Nunc Pro Tunc to the Petition Date, attached hereto as Exhibit C (the “Kuebel Declaration”). In further support of this Application, the Debtors respectfully represent as follows: BACKGROUND 1. On December 22, 2019 (the “Petition Date”), each Debtor commenced a voluntary case with this Court under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtors continue to operate their businesses and manage their properties as debtors and debtors in possession pursuant to Bankruptcy Code sections 1107(a) and 1108. No trustee, examiner or statutory committee of creditors has been appointed in these Chapter 11 Cases. These Chapter 11 Cases are jointly administered for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). 2. Debtors Seabras USA and Seabras Bermuda, together with their non-Debtor subsidiaries, own a 10,800 km subsea telecommunications cable system connecting the U.S. with Brazil known as Seabras-1. Additional information regarding the Debtors’ business, capital structure, and the circumstances leading to the commencement of these Chapter 11 Cases is set forth in the Declaration of Roger Kuebel in Support of Chapter 11 Petitions and First Day Motions [D.I. 2] (the “First Day Declaration”), which was filed on the Petition Date and is incorporated herein by reference.2 2 Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the First Day Declaration. 2 19-14006-smb Doc 70 Filed 01/20/20 Entered 01/20/20 17:47:39 Main Document Pg 6 of 17 JURISDICTION 3. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.). This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 4. The statutory bases for the relief requested herein are section 327(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”). RELIEF REQUESTED 5. By this Application, and pursuant to section 327(a) of the Bankruptcy Code, the Debtors request authority to retain and employ Bracewell as attorneys for the Debtors, nunc pro tunc to the Petition Date, in accordance with the terms and conditions set forth in that certain engagement letter between the Debtors and Bracewell effective as of December 17, 2019 (the “Engagement Letter”). BRACEWELL’S QUALIFICATIONS 6. Bracewell is an international law firm with offices in Texas, Connecticut, New York, Seattle, Washington, D.C., as well as London and Dubai. Bracewell’s London office (“Bracewell UK”) began its representation of Seabras Bermuda in May 2018.3 Bracewell UK’s original engagement letter was with Seabras Bermuda. Just prior to the commencement of these 3 As further described in the Burns Declaration, Oliver Irwin, a partner at Bracewell UK, has represented Seabras Bermuda since 2013, starting when he was an associate at a different law firm.