Case 20-32299-KLP Doc 513 Filed 07/13/20 Entered 07/13/20 20:00:35 Desc Main Document Page 1 of 113 Dennis F. Dunne, Esq. (admitted pro hac vice) Tyler P. Brown (VSB No. 28072) Matthew Brod, Esq. (admitted pro hac vice) Justin F. Paget (VSB No. 77949) MILBANK LLP Jennifer E. Wuebker (VSB No. 91184) 55 Hudson Yards HUNTON ANDREWS KURTH LLP New York, New York 10001 Riverfront Plaza, East Tower Telephone: (212) 530-5000 951 East Byrd Street Facsimile: (212) 530-5219 Richmond, Virginia 23219 Telephone: (804) 788-8200 Andrew M. Leblanc, Esq. (admitted pro hac vice) Facsimile: (804) 788-8218 MILBANK LLP 1850 K Street, NW, Suite 1100 Washington, DC 20006 Telephone: (202) 835-7500 Proposed 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) ) ) APPLICATION OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INTELSAT S.A. FOR ENTRY OF ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF BONN STEICHEN & PARTNERS AS SPECIAL COUNSEL EFFECTIVE AS OF JUNE 24, 2020 The Official Committee of Unsecured Creditors (the “Committee”) of Intelsat S.A. and each of its affiliated debtors and debtors-in-possession (collectively, the “Debtors”) in the above- captioned jointly administered chapter 11 cases (the “Chapter 11 Cases”), hereby submits this application (the “Application”) for entry of an order, in the form attached hereto as Exhibit A, 1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been requested, 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. 45062.00015 Case 20-32299-KLP Doc 513 Filed 07/13/20 Entered 07/13/20 20:00:35 Desc Main Document Page 2 of 113 authorizing the Committee to retain and employ Bonn Steichen & Partners (“BSP”), effective as of June 24, 2020, as special counsel for the Committee for Luxembourg law, pursuant to sections 328(a) and 1103(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”), Rules 2014 and 5002 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local Rules of the United States Bankruptcy Court for the Eastern District of Virginia (the “Local Rules”). In support of this Application, the Committee submits the declaration, attached hereto as Exhibit B, of Alain Steichen, managing partner at BSP (the “Steichen Declaration”), and the declaration, attached hereto as Exhibit C, of Michelle A. Dreyer, a representative of a co-chair of the Committee (the “Dreyer Declaration”). In further support of this Application, the Committee respectfully states as follows: Jurisdiction and Venue 1. This 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 July 10, 1984. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 2. The bases for the relief requested herein are sections 328(a) and 1103(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1. Background 3. On May 13, 2020 (the “Petition Date”), the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. On May 15, 2020, the Court ordered the joint administration of the Chapter 11 Cases for procedural purposes only pursuant to Bankruptcy Rule 1015(b) [Docket No. 89]. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these Chapter 11 Cases. 2 Case 20-32299-KLP Doc 513 Filed 07/13/20 Entered 07/13/20 20:00:35 Desc Main Document Page 3 of 113 4. On May 27, 2020, pursuant to section 1102(a)(1) of the Bankruptcy Code, the Office of the United States Trustee for the Eastern District of Virginia (the “U.S. Trustee”) appointed the Committee. The Committee consists of: (i) The Boeing Company; (ii) Delaware Trust Company; (iii) Tysons Corner Office I, LLC; (iv) Pension Benefit Guaranty Corporation; (v) US Bank, National Association; (vi) BOKF, N.A.; and (vii) JSAT International, Inc. 5. Certain of the Debtors are incorporated under the laws of Luxembourg and certain of its debt instruments are governed by Luxembourg law. To assist the Committee in addressing issues of Luxembourg law, on June 24, 2020, the Committee duly selected BSP as special counsel to represent it during the pendency of these Chapter 11 Cases with respect to all matters relating to Luxembourg law. Retention of BSP A. Services To Be Provided by BSP 6. The Committee respectfully submits that it will be necessary to employ and retain BSP pursuant to sections 328(a) and 1103(a) of the Bankruptcy Code to render the following services, among others, as directed by the Committee: (a) advising the Committee regarding Luxembourg law issues that impact the Debtors’ estates or otherwise affect the rights of the Debtors’ unsecured creditors; (b) assisting and representing the Committee with regard to any filings in Luxembourg; (c) advising the Committee on the relationships between the Debtors and other parties in interest based in Luxembourg; and (d) providing such other services to the Committee in relation to Luxembourg law as may be necessary and requested by the Committee. 7. The Committee believes that BSP possesses extensive knowledge and expertise with respect to Luxembourg insolvency proceedings and Luxembourg elements of complex cross- 3 Case 20-32299-KLP Doc 513 Filed 07/13/20 Entered 07/13/20 20:00:35 Desc Main Document Page 4 of 113 border insolvency matters and restructuring transactions. BSP has been involved, as counsel to debtors, creditors, shareholders or new investors (as the case may be), in various high profile Luxembourg restructuring cases, including, among others, representations in the restructurings of: (i) Arcelor-Mittal, a listed steel producer with headquarters in Luxembourg, following the merger/acquisition of Arcelor by Mittal, which contained substantial post-merger debt restructuring; (ii) the debt restructuring of Bear Stearns’s Luxembourg group financing entities in the wake of the 2008 financial crisis; (iii) the debt restructuring of Lehman Brothers’ Luxembourg entities, that essentially held and financed their European group entities; (iv) the debt restructuring of the second-largest Luxembourg real estate developer, as a result of delays incurred in the context of the largest real estate project ever developed in Luxembourg; (v) on behalf of the private equity arm of Goldman Sachs, the debt restructuring of an investment made in the context of the acquisition of the Eurotunnel project; and (vi) the insolvency aspects of Hellas Telecommunications, a Luxembourg company that transferred its COMI (“center of main interests”) to the United Kingdom, in order to avail itself of certain UK insolvency rules deemed favorable. 8. In addition, BSP has expertise and experience in the area of international transactions. BSP is acknowledged in all major international directories as one of the leading Luxembourg transactional practices, both in the corporate and the restructuring sectors. BSP is also well placed to advise the Committee on any Luxembourg tax aspects arising in the restructuring of the Debtors. BSP is widely regarded in the market as either the leader, or the co- leader in Luxembourg tax matters among law firms. BSP’s strong tax reputation has led the Luxembourg government to turn to BSP for all its State aid cases in tax matters (unless there was a conflict of interest as a result of previous dealings by BSP for the client) with the EU 4 Case 20-32299-KLP Doc 513 Filed 07/13/20 Entered 07/13/20 20:00:35 Desc Main Document Page 5 of 113 Commission, which has led BSP to represent the Luxembourg government at the European Court of Justice in pending cases. 9. In consideration of the foregoing, the Committee believes that BSP is well qualified to represent the Committee in matters pertaining to Luxembourg law. B. Disclosure Concerning Conflicts of Interest 10. Except as otherwise set forth in, the annexed Steichen Declaration, BSP does not have any connection with or represent any other entity having an adverse interest to the Debtors, their creditors or any other party in interest, or their respective attorneys or accountants. The Steichen Declaration also sets forth, pursuant to Bankruptcy Rule 2014(a), to the best of Mr. Steichen’s knowledge, BSP’s connections with the Debtors, known creditors, other known parties in interest, their respective attorneys and accountants, the U.S. Trustee or any attorney employed in such office of the U.S. Trustee. Subject to the Steichen Declaration, BSP represents no other entity in connection with these Chapter 11 Cases, is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code, and does not hold or represent any interest adverse to the Committee with respect to the matters upon which it is to be employed. 11. The employment of BSP as special counsel for the Committee on the terms of this Application and the Steichen Declaration is appropriate, necessary, and in the best interests of the unsecured creditor body that the Committee represents.