20-22437-rdd Doc 560 Filed 09/15/20 Entered 09/15/20 15:09:15 Main Document Pg 1 of 69 Presentment Date and Time: September 23, 2020 at 12:00 PM (ET) Objection Deadline: September 22, 2020 at 12:00 PM (ET) Hearing Date and Time (Only if Objection Filed): October 2, 2020 at 10:00 AM (ET) Dennis F. Dunne, Esq. Andrew M. Leblanc, Esq. Tyson M. Lomazow, Esq. Lauren C. Doyle, Esq. MILBANK LLP 55 Hudson Yards New York, New York 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Counsel to the Debtors and Debtors in Possession 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) ) NOTICE OF PRESENTMENT FOR DEBTORS’ APPLICATION FOR AUTHORITY TO RETAIN KPMG LLP (US) TO PROVIDE AUDIT AND AUDIT- RELATED SERVICES, EFFECTIVE TO THE PETITION DATE PLEASE TAKE NOTICE that on September 15, 2020 the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Debtors’ Application for Authority to Retain KPMG LLP (US), to Provide Audit and Audit-Related Services, Effective to the Petition Date (the “Application”). 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. 42403.00006 20-22437-rdd Doc 560 Filed 09/15/20 Entered 09/15/20 15:09:15 Main Document Pg 2 of 69 PLEASE TAKE FURTHER NOTICE that the undersigned will present the proposed order annexed to the Application to the Honorable Robert D. Drain, United States Bankruptcy Judge in the United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York 10601 (the “Court”), for signature on September 23, 2020 at 12:00 p.m. (Prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that objections or responses, if any, to the relief requested in the Application: (i) 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 electronically with the Court on the docket of In re OneWeb Global Limited, et. al., Case No. 20-22437 (RDD), pursuant to the Court’s General Order M-399 (available at www.nysb.uscourts.gov/sites/default/files/m399.pdf), by users of the Court’s electronic filing system in searchable portable document format (PDF), Microsoft Word, or any other Windows- based word processing format and shall be served in accordance with the Order Implementing Certain Notice and Case Management Procedures [Docket No. 44], so as to be received no later than September 22, 2020 at 12:00 p.m. (Prevailing Eastern Time) (the “Objection Deadline”). The ECF docket number to which the filing relates shall be included in the caption of all responses or objections. A copy of every document (including all exhibits and unredacted) shall be delivered to chambers at the time of service; provided that, during periods when the Court is holding only telephonic hearings, documents shall be emailed to chambers. [Remainder of page intentionally left blank] 2 20-22437-rdd Doc 560 Filed 09/15/20 Entered 09/15/20 15:09:15 Main Document Pg 3 of 69 PLEASE TAKE FURTHER NOTICE that if no responses or objections are received by the Objection Deadline, the proposed order may be entered without further notice or a hearing. If a written objection is timely filed and served, a hearing will be held to consider the Application on October 2, 2020 at 10:00 a.m. (Prevailing Eastern Time). The moving and objecting parties are required to attend such hearing, and failure of a party to attend (individually or by counsel) may result in relief being granted or denied by default. Dated: September 15, 2020 New York, New York /s/ Lauren C. Doyle Dennis F. Dunne, Esq. Andrew M. Leblanc, Esq. Tyson M. Lomazow, Esq. Lauren C. Doyle, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Email: [email protected] [email protected] [email protected] [email protected] Counsel for Debtors and Debtors in Possession 3 20-22437-rdd Doc 560 Filed 09/15/20 Entered 09/15/20 15:09:15 Main Document Pg 4 of 69 Presentment Date and Time: September 23, 2020 at 12:00 PM (ET) Objection Deadline: September 22, 2020 at 12:00 PM (ET) Hearing Date and Time (Only if Objection Filed): October 2, 2020 at 10:00 AM (ET) Dennis F. Dunne, Esq. Andrew M. Leblanc, Esq. Tyson M. Lomazow, Esq. Lauren C. Doyle, Esq. MILBANK LLP 55 Hudson Yards New York, New York 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Counsel to the Debtors and Debtors in Possession 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) ) DEBTORS’ APPLICATION FOR AUTHORITY TO RETAIN KPMG LLP (US) TO PROVIDE AUDIT AND AUDIT-RELATED SERVICES, EFFECTIVE TO THE PETITION DATE The above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby submit this application (the “Application”) for the entry of an order, pursuant to sections 105(a) and 327(a) of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, 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. 42403.00006 20-22437-rdd Doc 560 Filed 09/15/20 Entered 09/15/20 15:09:15 Main Document Pg 5 of 69 the “Bankruptcy Code”), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”), authorizing the employment and retention of KPMG LLP (US) (“KPMG (US)”) to provide audit and audit-related services to the Debtors, effective to March 27, 2020. In support of this Application, the Debtors rely upon the declaration of Risa T. Morrison, Managing Director of KPMG (US), annexed hereto as Exhibit B (the “Morrison Declaration”). In further support of this Application, the Debtors respectfully state as follows: Jurisdiction and Venue 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated January 31, 2012. The Debtors confirm their consent, pursuant to Bankruptcy Rule 7008, to the entry of a final order by the Court in connection with this Motion 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. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). 2. Venue in this Court is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The statutory bases for the relief requested herein are sections 105(a) and 327(a) of the Bankruptcy Code, Bankruptcy Rule 2014(a), and Local Rule 2014-1. Background 4. On March 27, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. 2 20-22437-rdd Doc 560 Filed 09/15/20 Entered 09/15/20 15:09:15 Main Document Pg 6 of 69 5. 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. The Debtors’ cases are being jointly administered pursuant to Bankruptcy Rule 1015(b) and the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 29] entered by the Court. On April 16, 2020, the United States Trustee for the Southern District of New York appointed an official committee of unsecured creditors in these cases. No trustee or examiner has been appointed in these cases. 6. Additional information regarding the Debtors’ business, capital structure, and the circumstances leading to the filing of these cases is set forth in the Declaration of Thomas Whayne in Support of Chapter 11 Petitions and First Day Pleadings [Docket No.