Case 20-32299-KLP Doc 308 Filed 06/09/20 Entered 06/09/20 21:56:02 Desc Main Document Page 1 of 91 Robert Gordon (pro hac vice admission pending) Ronald A. Page, Jr. (VA 71343) Marc Hankin (pro hac vice admission pending) RONALD PAGE, PLC Carl Wedoff (pro hac vice admission pending) P.O. Box 73087 JENNER & BLOCK LLP N. Chesterfield, VA, 23235 919 Third Avenue Telephone: (804) 562-8704 New York, NY 10022 Facsimile: (804) 482-2427 Telephone: (212) 891-1600 Facsimile: (212) 891-1699 Proposed Co-Counsel to the Special Committee of Intelsat (Luxembourg) S.A. 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 (LUXEMBOURG) S.A. FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF RONALD PAGE, PLC AS VIRGINIA SPECIAL COUNSEL PURSUANT TO SECTIONS 327(E) AND 328(A) OF THE BANKRUPTCY CODE EFFECTIVE AS OF JUNE 5, 2020 Intelsat (Luxembourg) S.A. (“Intelsat Luxembourg” 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 The 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 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. Case 20-32299-KLP Doc 308 Filed 06/09/20 Entered 06/09/20 21:56:02 Desc Main Document Page 2 of 91 Relief Requested 1. Intelsat Luxembourg seeks entry of an order (the “Order”), substantially in the form attached hereto as Exhibit A: (a) approving the employment and retention of Ronald Page, PLC (“Page”) as Virginia counsel to render independent services at the sole direction of the special committee of the board of directors of Intelsat Luxembourg (the “Special Committee”), effective as of June 5, 2020, in accordance with the terms and conditions of that certain engagement letter dated as of June 5, 2020 (the “Engagement Letter”), annexed as Exhibit 1 to the Order; and (b) granting related relief. In support of this Application, Intelsat Luxembourg relies upon and incorporates by reference the declaration of Ronald A. Page, Jr., managing partner at Page (the “Page Declaration”), attached hereto as Exhibit B, and the declaration of Jonathan F. Foster, an Intelsat Luxembourg disinterested director and member of the Special Committee (the “Foster 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. 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 sections 327(e) and 328(a) of title 11 of the United States Code (the “Bankruptcy Code”), Bankruptcy Rules 2014(a) and 2016(a), and 2 Case 20-32299-KLP Doc 308 Filed 06/09/20 Entered 06/09/20 21:56:02 Desc Main Document Page 3 of 91 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 architect of satellite technology, the Company operates the largest, most advanced 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 is in McLean, Virginia with extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. 7. On the Petition Date, each Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code.3 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 Certain Debtors’ voluntary petitions for relief under chapter 11 of the Bankruptcy Code were filed in this Court on May 14, 2020. 3 Case 20-32299-KLP Doc 308 Filed 06/09/20 Entered 06/09/20 21:56:02 Desc Main Document Page 4 of 91 Page’s Qualifications 8. Intelsat Luxembourg seeks to retain Page, at the sole direction of the Special Committee, because of his experience in, among other areas, financial restructuring, litigation, corporate governance, corporate finance, and transactions. Page has significant experience representing and advising the spectrum of constituents in chapter 11 proceedings, including, debtors, secured and unsecured creditors, independent or disinterested directors, special committees, and others, as well as providing advice with respect to fiduciary duties in connection with chapter 11 proceedings. 9. Since its engagement, Page has become familiar with the Debtors and various aspects of their financial affairs and reorganization. As such, Intelsat Luxembourg believes that Page is well-qualified to represent the Special Committee in an efficient manner. Services to be Provided 10. Pursuant to the resolutions of the board of directors of Intelsat Luxembourg (the “Board of Directors”) dated March 27, 2020 (the “Resolutions”), two disinterested directors (“Disinterested Directors”) were appointed to the Board of Directors and the Special Committee was established. The Disinterested Directors were appointed to the Special Committee effective April 1, 2020 and constitute the sole members of the Special Committee. 11. The Special Committee has been delegated certain authority, which includes: (a) the tasks of reviewing, negotiating, evaluating, and approving strategic transactions (a “Transaction”); and (b) certain rights, authority, and powers in connection with matters pertaining to a Transaction which the Special Committee determines in whole or in part may result in Conflict Matters, as defined in the Resolutions (“Conflict Matters”). To assist the Special Committee in fulfilling its duties under the Resolutions, Intelsat Luxembourg retained Page, 4 Case 20-32299-KLP Doc 308 Filed 06/09/20 Entered 06/09/20 21:56:02 Desc Main Document Page 5 of 91 pursuant to the Engagement Letter, to render independent services at the sole direction of the Special Committee and to act with respect to Conflict Matters. 12. Intelsat Luxembourg requests authority to retain Page to provide such independent legal services as are necessary and requested by the Special Committee and to act with respect to Conflict Matters. Page will work in connection with any and all Conflict Matters and in connection with reviewing Transactions (collectively, “Independent Analysis”) during the pendency of these chapter 11 cases. 13. Pursuant to a separate retention application filed with this Court, the Debtors have sought to retain Jenner & Block LLP (“Jenner”) as lead counsel regarding Conflict Matters. Page will work closely with Jenner and the other retained professionals to clearly delineate the respective scope of work and to prevent unnecessary duplication of services whenever reasonably