20-22437-rdd Doc 124 Filed 05/01/20 Entered 05/02/20 00:00:10 Main Document Pg 1 of 139 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) OneWeb Global Limited, et al. ) Case No. 20-22437 (RDD ) ) Debtors.1 ) (Jointly Administered) ) AFFIDAVIT OF SERVICE I, Colin Linebaugh, depose and say that I am employed by Omni Agent Solutions, the proposed claims and noticing agent for the Debtors in the above-captioned chapter 11 cases. On April 30, 2020 at my direction and under my supervision, employees of Omni Agent Solutions caused true and correct copies of the following documents to be served by the method set forth on Master Service List attached hereto as Exhibit A: • Orders (A) Approving Bidding Procedures, (B) Scheduling an Auction and Sale Hearing and Approving Form and Manner of Notice Thereof, and (C) Approving Assumption and Assignment Procedures and Form and Manner of Notice Thereof; and (D) Granting Related Relief [Docket No. 104]. • Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 106]. • Order Authorizing the Debtors to Employ and Pay Professionals Used in The Ordinary Course of Business [Docket No. 107]. • Final Order Authorizing the Debtors to (A) (I) Pay Prepetition Wages, Salaries, and Other Compensation and Benefits, (II) Maintain Employee Benefit Programs, and (B) Certain Related Relief [Docket No. 108]. • Final Order Authorizing the Debtors to Pay Certain Prepetition Claims of Critical Vendors and Granting Related Relief [Docket No. 109]. • Final Order (I) Authorizing Debtors to (A) Continue to Maintain Insurance Policies, Workers Compensation Insurance and Surety Bond Program, and (B) Honor All Related Obligations, (II) Modifying the Automatic Stay With Respect to the Workers Compensation Claims, and (III) Granting Related Relief [Docket No. 110]. • Final Order (I) Approving Proposed Form of Adequate Assurance of Payment to Utility Providers, (II) Establishing Procedures for Determining Adequate Assurance of Payment for 1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, if any, are: OneWeb Global Limited (N/A); OneWeb Holdings LLC (5429); OneWeb Communications Limited (9487); WorldVu Satellites Limited (7802); WorldVu Development LLC (9067); WorldVu JV Holdings LLC (N/A); 1021823 B.C. LTD (8609); Network Access Associates Limited (8566); OneWeb Limited (8662); WorldVu South Africa (Pty) Ltd. (1867); OneWeb Chile SpA (2336); WorldVu Australia Pty Ltd. (5436); WorldVu Unipessoal Lda. (2455); OneWeb Norway AS (0209); OneWeb ApS (9191); OneWeb Network Access Holdings Limited (8580); OneWeb G.K. (1396); OneWeb Ltd (8661); WorldVu Mexico S. DE R. L. DE C.V. (1234). The Debtors’ headquarters is located at 195 Wood Lane, West Works Building, 3rd Floor, London, W12 7FQ, UK. Page 1 of 14 20-22437-rdd Doc 124 Filed 05/01/20 Entered 05/02/20 00:00:10 Main Document Pg 2 of 139 Future Utility Services, and (III) Prohibiting Utility Providers from Altering, Refusing, or Discontinuing Utility Service [Docket No. 111]. • Final Order Establishing Notification Procedures and Approving Restrictions on (A) Certain Transfers of Interests in OneWeb Global Limited and (B) Claiming a Worthless Stock Deduction [Docket No. 112]. • Final Order (A) Authorizing, but Not Directing, Debtors to Pay Taxes and Fees and (B) Authorizing and Directing Financial Institutions to Honor All Related Checks and Electronic Payment Requests [Docket No. 113]. • Final Order (I) Authorizing Debtors to Use Cash Collateral Pursuant to 11 U.S.C. § 363, (II) Granting Certain Protections to Prepetition Noteholders Pursuant to 11 U.S.C. §§ 361, 362, 363 and 507, and (III) Granting Related Relief [Docket No. 118]. • Second Interim Order signed on 4/30/2020 (A) Authorizing Debtors to (I) Continue Using Existing Cash Management System, Bank Accounts and Business Forms, (II) Continue Intercompany Transactions, (III) Grant Superpriority Administrative Expense Status to Postpetition Intercompany Transactions (B) Extending Time to Comply With The Requirements of Section 345 of The Bankruptcy Code, (C) Scheduling Hearing and (D) Granting Related Relief [Docket No. 119]. On April 30, 2020 at my direction and under my supervision, employees of Omni Agent Solutions caused true and correct copies of the following documents to be served by the method set forth on the OCP Service List attached hereto as Exhibit B: • Order Authorizing the Debtors to Employ and Pay Professionals Used in The Ordinary Course of Business [Docket No. 107]. On April 30, 2020 at my direction and under my supervision, employees of Omni Agent Solutions caused true and correct copies of the following documents to be served by the method set forth on the Insurance Carriers attached hereto as Exhibit C: • Final Order (I) Authorizing Debtors to (A) Continue to Maintain Insurance Policies, Workers Compensation Insurance and Surety Bond Program, and (B) Honor All Related Obligations, (II) Modifying the Automatic Stay With Respect to the Workers Compensation Claims, and (III) Granting Related Relief [Docket No. 110]. On April 30, 2020 at my direction and under my supervision, employees of Omni Agent Solutions caused true and correct copies of the following documents to be served by the method set forth on the Utility Providers attached hereto as Exhibit D: • Final Order (I) Approving Proposed Form of Adequate Assurance of Payment to Utility Providers, (II) Establishing Procedures for Determining Adequate Assurance of Payment for Future Utility Services, and (III) Prohibiting Utility Providers from Altering, Refusing, or Discontinuing Utility Service [Docket No. 111]. Page 2 of 14 20-22437-rdd Doc 124 Filed 05/01/20 Entered 05/02/20 00:00:10 Main Document Pg 3 of 139 On April 30, 2020 at my direction and under my supervision, employees of Omni Agent Solutions caused true and correct copies of the following documents to be served by the method set forth on the Equity Holders attached hereto as Exhibit E: • Final Order Establishing Notification Procedures and Approving Restrictions on (A) Certain Transfers of Interests in OneWeb Global Limited and (B) Claiming a Worthless Stock Deduction [Docket No. 112]. On April 30, 2020 at my direction and under my supervision, employees of Omni Agent Solutions caused true and correct copies of the following documents to be served by the method set forth on the Taxing Authorities attached hereto as Exhibit F: • Final Order (A) Authorizing, but Not Directing, Debtors to Pay Taxes and Fees and (B) Authorizing and Directing Financial Institutions to Honor All Related Checks and Electronic Payment Requests [Docket No. 113]. On April 30, 2020 at my direction and under my supervision, employees of Omni Agent Solutions caused true and correct copies of the following documents to be served by the method set forth on the Banks attached hereto as Exhibit G: • Second Interim Order signed on 4/30/2020 (A) Authorizing Debtors to (I) Continue Using Existing Cash Management System, Bank Accounts and Business Forms, (II) Continue Intercompany Transactions, (III) Grant Superpriority Administrative Expense Status to Postpetition Intercompany Transactions (B) Extending Time to Comply With The Requirements of Section 345 of The Bankruptcy Code, (C) Scheduling Hearing and (D) Granting Related Relief [Docket No. 119]. On April 30, 2020 at my direction and under my supervision, employees of Omni Agent Solutions caused true and correct copies of the following documents to be served by the method set forth on the Additional Parties List attached hereto as Exhibit H: • Declaration of Disinterestedness of Baker & McKenzie LLP Pursuant to the Order Authorizing the Retention and Compensation of Certain Professionals Utilized in the Ordinary Course of Business [Docket No. 114]. • Affidavit and Disclosure Statement of Daniel DeSouza, Esq., on Behalf of DeSouza Law, PA [Docket No. 115]. • Affidavit and Disclosure Statement of Alan J. Kasper, on Behalf of Sughrue Mion, PLLC [Docket No. 116]. On April 30, 2020 at my direction and under my supervision, employees of Omni Agent Solutions caused true and correct copies of the following documents to be served by the method set forth on the Creditor Matrix List attached hereto as Exhibit I: • Notice of Sale, Bidding Procedures, Auction, Sale Objection, Sale Hearing and Other Deadlines Related Thereto [ Docket No. 104]. Page 3 of 14 20-22437-rdd Doc 124 Filed 05/01/20 Entered 05/02/20 00:00:10 Main Document Pg 4 of 139 20-22437-rdd Doc 124 Filed 05/01/20 Entered 05/02/20 00:00:10 Main Document Pg 5 of 139 EXHIBIT A Page 5 of 14 20-22437-rdd Doc 124 Filed 05/01/20 Entered 05/02/20 00:00:10 Main Document Pg 6 of 139 Exhibit A Master Service List Service as set forth as stated below Description Name Address Email Method of Service Notice of Appearance and Request for Notices Arnold & Porter Kaye Scholer LLP Attn: Jonathan Levine [email protected] Email Counsel to Global Loan Agency Services Limited 250 West 55th Street and GLAS Trust Corporation Limited New York, NY, 10019 Notice of Appearance and Request for Notices Buchalter, A Professional Corporation Attn: Shawn M. Christianson [email protected] Email Counsel for Oracle America, Inc 55 Second Street, 17th Floor San Francisco, California 94105‐3493 Core Parties Cole Schotz P.C Attn: Seth Van Aalten [email protected] Email Counsel for the Committee of Unsecured Creditors Attn: Justin R. Alberto [email protected] An: Sarah A. Carnes [email protected] 1325 Ave of the Americas, 19th Floor New York, NY 10019 Counsel to Echostar Corporation EchoStar Corporation Attn: Dean A. Manson [email protected] Email Government Agencies Federal Communication Commission 445 12th St, SW [email protected] Email Washington, DC 20554 Notice of Appearance and Request for Notices Foley Hoag LLP An: Alison D Bauer [email protected] Email Counsel for Deutsche Bank Securities Inc An: Jiun‐Wen Bob Teoh [email protected] 1301 Ave of the Americas, 25th Fl New York, NY 10019 Notice of Appearance and Request for Notices Halperin Battagalia Benzija, LLP Attn: Alan D.