Case 20-32299-KLP Doc 309 Filed 06/09/20 Entered 06/09/20 22:14:37 Desc Main Document Page 1 of 97 Steven J. Reisman (pro hac vice admission pending) Donald C. Schultz (VSB No. 30531) Marc B. Roitman (pro hac vice admission pending) W. Ryan Snow (VSB No. 47423) KATTEN MUCHIN ROSENMAN LLP CRENSHAW, WARE & MARTIN, PLC 575 Madison Avenue 150 West Main Street, Suite 1500 New York, New York 10022 Norfolk, Virginia 23510 Telephone: (212) 940-8800 Telephone: (757) 623-3000 Facsimile: (212) 940-8776 Facsimile: (757) 623-5735 Geoffrey M. King (pro hac vice admission pending) KATTEN MUCHIN ROSENMAN LLP 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200 Facsimile: (312) 902-1061 Proposed Co-Counsel to the Special Committee of the Board of Intelsat Envision Holdings LLC 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 INTELSAT ENVISION HOLDINGS LLC FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF CRENSHAW, WARE & MARTIN, PLC AS VIRGINIA COUNSEL PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE EFFECTIVE AS OF MAY 13, 2020 Intelsat Envision Holdings LLC (“Intelsat Envision” or the “Debtor”), one of the above- captioned debtors and debtors in possession (the “Debtors”), respectfully states as follows in support of this application (this “Application”):2 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. 2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of David Tolley, Executive Vice President, Chief Case 20-32299-KLP Doc 309 Filed 06/09/20 Entered 06/09/20 22:14:37 Desc Main Document Page 2 of 97 Relief Requested 1. Intelsat Envision seeks entry of an order (the “Order”), substantially in the form attached hereto as Exhibit A: approving the employment and retention of Crenshaw, Ware & Martin, PLC (“Crenshaw”) as counsel to render independent services on behalf of and at the sole direction of the special committee of the board of managers of Intelsat Envision (the “Special Committee”), effective as of the Petition Date, in accordance with the terms and conditions of that certain engagement letter dated as of June 9, 2020 (the “Engagement Letter”), annexed as Exhibit 1 to the Order; and (b) granting related relief. In support of this Application, Intelsat Envision relies upon and incorporates by reference the declaration of Donald C. Schultz, a partner at Crenshaw (the “Schultz Declaration”), attached hereto as Exhibit B, and the declaration of Mohsin Meghji, an Intelsat Envision disinterested manager and member of the Special Committee (the “Meghji Declaration”), attached hereto as Exhibit C. Jurisdiction and Venue 2. The United States Bankruptcy Court for the Eastern District of Virginia (the “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 August 15, 1984. The Debtor confirms its consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Financial Officer, and Co-Restructuring Officer of Intelsat S.A., in Support of Debtors’ Chapter 11 Petitions and First Day Motions [Docket No. 6] (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) on May 13, 2020 (the “Petition Date”). Capitalized terms used but not otherwise defined in this Application shall have the meanings ascribed to them in the First Day Declaration or as later defined herein, as applicable. 2 Case 20-32299-KLP Doc 309 Filed 06/09/20 Entered 06/09/20 22:14:37 Desc Main Document Page 3 of 97 3. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 4. The bases for the relief requested herein are Bankruptcy Code sections 327(a) and 328(a), Bankruptcy Rules 2014(a) and 2016(a), and rules 2014-1 and 2016-1 of the Local Rules of the United States Bankruptcy Court for the Eastern District of Virginia (the “Local Rules”). Background 5. The Debtors (together with their non-Debtor affiliates, the “Company”) operate one of the world’s largest satellite services businesses, providing a critical layer in the global communications infrastructure. As the foundational architects of satellite technology, the Company operates the largest satellite fleet and connectivity infrastructure in the world. 6. Through its global and extra-terrestrial network of satellites and teleports, the Company provides diversified communications services to the world’s leading media companies, fixed and wireless telecommunications operators, data networking service providers for enterprise and mobile applications in the air and on the seas, multinational corporations and internet service providers in the most challenging and remote locations across the globe. The Company is also the leading provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The Company’s administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. 7. On the Petition Date, the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On May 15, 2020, the Court entered an order granting procedural consolidation and joint administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b). 3 Case 20-32299-KLP Doc 309 Filed 06/09/20 Entered 06/09/20 22:14:37 Desc Main Document Page 4 of 97 Crenshaw’s Qualifications 8. Intelsat Envision seeks to retain Crenshaw, on behalf of and at the sole direction of the Special Committee, because of its recognized expertise and extensive experience and knowledge in the field of bankruptcy, creditors’ rights, and business reorganizations under chapter 11 of the Bankruptcy Code. 9. Crenshaw has been actively involved in major chapter 11 cases, including, among others, In re Toys “R” Us, Inc., No. 17-34665 (KLP) (Bankr. E.D. Va. Nov. 21, 2017) and In re Hancock Fabrics, Inc., No. 07-10353 (BLS) (Bankr. D. Del. Apr. 13, 2007). 10. Crenshaw’s knowledge and expertise in complex chapter 11 cases, as well as its extensive practice and knowledge of the Bankruptcy Code and the Bankruptcy Rules, makes it substantively ideal to efficiently serve the needs of the Special Committee. Services to be Provided 11. Pursuant to the resolution of the board of managers of Intelsat Envision (the “Board of Managers”) dated March 27, 2020 (the “Resolutions”), two disinterested managers (the “Disinterested Managers”) were appointed to the Board of Managers and the Special Committee was established. The Disinterested Managers were appointed to the Special Committee effective April 1, 2020, and constitute the sole members of the Special Committee. 12. The Special Committee has been delegated certain authority, which includes: (a) the tasks of reviewing, negotiating, evaluating, and approving strategic transactions (each, a “Transaction”); and (b) certain rights, authority, and powers in connection with matters pertaining to a Transaction in which the Special Committee determines in whole or in part may result in Conflict Matters, as defined in the Resolutions (the “Conflict Matters”). To assist the Special Committee in fulfilling its duties under the Resolutions, Intelsat Envision retained 4 Case 20-32299-KLP Doc 309 Filed 06/09/20 Entered 06/09/20 22:14:37 Desc Main Document Page 5 of 97 Crenshaw, pursuant to the Engagement Letter, to render independent services on behalf of and at the sole direction of the Special Committee and to act with respect to Conflict Matters. 13. Crenshaw will also provide certain specific legal services as local counsel, including, but not limited to: (a) providing legal advice and services regarding the Local Rules, practices, precedent, regulations, and procedures and providing substantive and strategic advice on how to accomplish the Intelsat Envision’s goals at the sole direction of the Special Committee, bearing in mind that the Court relies on Virginia co-counsel such as Crenshaw to be involved in all aspects of each bankruptcy proceeding; (b) appearing in Court, depositions, and other meetings as necessary at any given time on behalf of the Special Committee as its Virginia counsel; (c) reviewing, commenting, and/or preparing drafts of documents to be filed with the Court to ensure compliance with the Local Rules as co-counsel to Intelsat Envision on behalf of and at the sole direction of the Special Committee and/or served on parties or third parties; and (d) interacting and communicating with the Court’s chambers and the Court’s Clerk’s Office.