Case 20-32299-KLP Doc 1167 Filed 12/18/20 Entered 12/18/20 15:05:39 Desc Main Document Page 1 of 35 Dennis F. Dunne, Esq. (admitted pro hac vice) Tyler P. Brown, Esq. (VSB No. 28072) Matthew Brod, Esq. (admitted pro hac vice) Justin F. Paget, Esq. (VSB No. 77949) Shivani Shah, 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. (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) ) FIRST SUPPLEMENTAL DECLARATION OF ANDREW M. LEBLANC IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS PURSUANT TO 11 U.S.C. §§ 328(A) AND 1103(A) AND FED. R. BANKR. P. 2014 AND 2016 FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF MILBANK LLP AS COUNSEL, EFFECTIVE AS OF MAY 28, 2020 Pursuant to 28 U.S.C. § 1746, I, Andrew M. Leblanc, declare that the following is true to the best of knowledge, information and belief: 1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the Debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list may be obtained on the website of the Debtors’ claims and noticing agent at https://cases.stretto.com/intelsat. The location of the Debtors’ service address is: 7900 Tysons One Place, McLean, VA 22102. 45062.00001 Case 20-32299-KLP Doc 1167 Filed 12/18/20 Entered 12/18/20 15:05:39 Desc Main Document Page 2 of 35 1. I am a partner in the Financial Restructuring and Litigation and & Arbitration Groups of the firm Milbank LLP (“Milbank”), counsel to the Official Committee of Unsecured Creditors (the “Committee”) of Intelsat S.A. and its affiliated debtors in possession (the “Debtors”) in the above-captioned chapter 11 cases. I am admitted in, practicing in, and a member in good standing of, the bars of the State of New York, State of Maine and the District of Columbia. 2. I am duly authorized to make this first supplemental declaration (the “First Supplemental Declaration”) on behalf of Milbank in connection with the Application of the Official Committee of Unsecured Creditors Pursuant to 11 U.S.C. §§ 328(a) and 1103(a) and Fed. R. Bank. R. 2014 and 2016 for Authority to Retain and Employ Milbank LLP as Counsel, Effective as of May 28, 2020 [Docket No. 509] (the “Application”),2 seeking authorization to retain Milbank as counsel to the Committee under the terms and conditions set forth in the Application and the initial declaration in support of the Application (the “Initial Declaration”) filed therewith. On July 29, 2020, the Court entered the Order Authorizing the Retention and Employment of Milbank LLP as Counsel to the Official Committee of Unsecured Creditors Effective as of May 28, 2020 [Docket No. 572]. 3. Except as otherwise noted, I have personal knowledge of the facts set forth herein and, if called as a witness, I would testify thereto. As previously noted, Milbank has reviewed and will review its files periodically during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying circumstances arise. If any new relevant facts or relationships are discovered or arise, Milbank will use reasonable efforts to identify such developments and will promptly file a supplemental declaration, as required by Bankruptcy Rule 2014(a) and Local Bankruptcy Rule 2014-1(a). 2 Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Application. 2 Case 20-32299-KLP Doc 1167 Filed 12/18/20 Entered 12/18/20 15:05:39 Desc Main Document Page 3 of 35 4. In connection with the Initial Declaration, Milbank obtained from the Debtors and their agents the names of individuals and entities that may be parties in interest in these Chapter 11 Cases, and such parties were listed on Annex 1 attached to the Initial Declaration. Since the Petition Date, Milbank received additional names of individuals and entities that may be parties in interest in these Chapter 11 Cases from the Debtors or otherwise identified the names of additional entities that may be parties in interest in these chapter 11 cases. A list of the names of these entities is attached hereto as Annex 1 (the “Supplemental Potential Parties in Interest List”). Milbank conducted a search on its electronic database for its connections to individuals, entities, or their affiliates listed in Annex 1. Based upon this search, Milbank has identified individuals, entities or their affiliates that Milbank represents, or has represented within the last three (3) years, in matters unrelated to the Debtors, the chapter 11 cases, or such entities’ claims against and interests in the Debtors. The list on Annex 2 sets forth the entities identified and the status of matters in which Milbank represents them as well certain additional disclosures. 5. Except as previously disclosed, none of the additional parties found on the Supplemental Potential Parties in Interest List comprised greater than l% of Milbank’s revenues for the years ending December 31, 2018 or December 31, 2019. Additionally, Milbank does not presently, has not in the past and will not in the future, represent such entities in connection with the Debtors, and Milbank does not have, to my knowledge, any current relationship with any such entity, attorney or accountant which would be adverse to the Debtors or their respective estates. 6. Two Milbank attorneys previously represented the C-Band Alliance and Intelsat US LLC, and are currently advising the Committee as to matters unrelated to any work they did for Intelsat US LLC and/or the C-Band Alliance. SES Americom Inc., a party to the C-Band Alliance, has asserted a claim against the Debtors (the “SES Claim”) regarding their involvement 3 Case 20-32299-KLP Doc 1167 Filed 12/18/20 Entered 12/18/20 15:05:39 Desc Main Document Page 4 of 35 with the C-Band Alliance. Accordingly, the aforementioned Milbank attorneys have agreed not to advise the Committee with respects to matters relating to the SES Claim. 7. Based upon the internal review, Milbank believes that it is a “disinterested person,” as such term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and, as required by section 327(a) and referenced by section 328(c) of the Bankruptcy Code, neither holds nor represents any interest adverse to the Debtors or their estates, in that Milbank, its partners, counsel and associates: (a) are not creditors, equity security holders or insiders of the Debtors; (b) are not and were not, within two years before the date of the filing of the Debtors’ chapter 11 petitions, a director, officer or employee of the Debtors; and (c) do not hold or represent any interest that is materially adverse to the interests of the Debtors’ estates, any class of creditors or equity security holders of the Debtors, by reason of Milbank’s direct or indirect relationship to, connection with, or interest in, the Debtors or for any other reason, other than as set forth herein. 8. Subject to the foregoing, to the best of my knowledge, neither I, Milbank, nor any partner, counsel, or associate of Milbank has any material connection with the Debtors, their creditors, the United State Trustee or any of its employees, any other party in interest, or their respective attorneys or accountants in these chapter 11 cases, except as set forth in this Supplemental Declaration or Initial Declaration. 4 Case 20-32299-KLP Doc 1167 Filed 12/18/20 Entered 12/18/20 15:05:39 Desc Main Document Page 5 of 35 Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. Dated: McLean, Virginia December 18, 2020 Respectfully submitted, /s/ Andrew M. Leblanc . Andrew M. Leblanc Partner, Milbank LLP 5 Case 20-32299-KLP Doc 1167 Filed 12/18/20 Entered 12/18/20 15:05:39 Desc Main Document Page 6 of 35 ANNEX 1 Supplemental Potential Parties In Interest Case 20-32299-KLP Doc 1167 Filed 12/18/20 Entered 12/18/20 15:05:39 Desc Main Document Page 7 of 35 SCHEDULE 1(a) Known Affiliates - JV Intelsat Cosmos OOO Panamsat International Systems Ltd. Panamsat LLC Panamsat Satellite Europe Ltd. 1 Case 20-32299-KLP Doc 1167 Filed 12/18/20 Entered 12/18/20 15:05:39 Desc Main Document Page 8 of 35 SCHEDULE 1(b) Directors/Officers Rohleder Watkinson, Diane 2 Case 20-32299-KLP Doc 1167 Filed 12/18/20 Entered 12/18/20 15:05:39 Desc Main Document Page 9 of 35 SCHEDULE 1(c) Significant Equity Holders Flowline Communications Ltd. International Telecomm. & Networks Inc. Ministère des Transports et des Communications M-S Electroteks Ltd. 3 Case 20-32299-KLP Doc 1167 Filed 12/18/20 Entered 12/18/20 15:05:39 Desc Main Document Page 10 of 35 SCHEDULE 1(d) Banks/Lender/UCC Lien Parties/Administrative Agents Banque d’Escompte SA BOKF NA Pershing LLC Westpac Banking Corp.