Case 20-32299-KLP Doc 511 Filed 07/13/20 Entered 07/13/20 19:57:13 Desc Main Document Page 1 of 70 Dennis F. Dunne, Esq. (admitted pro hac vice) Tyler P. Brown (VSB No. 28072) Matthew L. Brod, Esq. (admitted pro hac vice) Justin F. Paget (VSB No. 77949) Shivani Shah (admitted pro hac vice) Jennifer E. Wuebker (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. (admitted pro hac vice) 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 FOR ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF FTI CONSULTING, INC. AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS EFFECTIVE AS OF MAY 28, 2020 The Official Committee of Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby move the Court for entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”) under sections 328(a) and 1103 of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 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. Case 20-32299-KLP Doc 511 Filed 07/13/20 Entered 07/13/20 19:57:13 Desc Main Document Page 2 of 70 2016-1 of the Local Rules of the United States Bankruptcy Court for the Eastern District of Virginia (the “Local Bankruptcy Rules”), authorizing the employment and retention of the consulting firm of FTI Consulting, Inc., together with its wholly owned subsidiaries and independent contractors (“FTI”), as financial advisor to the Committee. In support of this application (the “Application”), the Committee submits the declaration of Samuel E. Star, Senior Managing Director with FTI (the “Star Declaration”), attached hereto as Exhibit B and incorporatd hereing by reference. In further support of the Application, FTI respectfully states as follows: Jurisdiction and Venue 1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334. Venue of this proceeding and this Application is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief sought herein are sections 328(a) and 1103 of the Bankruptcy Code. This Application is a core proceeding pursuant to 28 U.S.C. 157. Background 2. On May 13, 2020 (the “Petition Date”), the Debtors filed with this Court their voluntary petitions for relief under chapter 11 of title 11 of the Bankruptcy Code. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors are continuing to operate their businesses and manage their properties and assets as debtors in possession. 3. On May 27, 2020 the Office of the United States Trustee appointed the Committee pursuant to section 1102 of the Bankruptcy Code. The Committee selected Milbank LLP as its counsel and subsequently selected Hunton Andrews Kurth LLP as its local counsel. On May 28, 2020 the Committee selected FTI Consulting, Inc. as its financial advisor and subsequently selected Moelis & Company (“Moelis”) as its investment banker. The Committee consists of the following seven members: (a) US Bank, National Association; Page 2 45062.00015 Case 20-32299-KLP Doc 511 Filed 07/13/20 Entered 07/13/20 19:57:13 Desc Main Document Page 3 of 70 (b) Delaware Trust Company; (c) BOKF, N.A.; (d) The Boeing Company; (e) Tysons Corner Office I LLC; (f) The Pension Benefit Guaranty Corporation; and (g) JSAT International, Inc. Relief Requested 4. By this Application, the Committee seeks to employ and retain FTI pursuant to sections 328(a) and 1103(a) of the Bankruptcy Code to perform financial advisory services for the Committee in these chapter 11 cases, effective as of May 28, 2020. 5. The Committee is familiar with the professional standing and reputation of FTI. The Committee understands and recognizes that FTI has a wealth of experience in providing financial advisory services in restructurings and reorganizations and enjoys an excellent reputation for services it has rendered in chapter 11 cases on behalf of debtors and creditors throughout the United States. 6. The services of FTI are deemed necessary to enable the Committee to assess and monitor the efforts of the Debtors and their professional advisors to maximize the value of their estates and to reorganize successfully. Further, FTI is well qualified and able to represent the Committee in a cost-effective, efficient and timely manner. Scope of Services 7. FTI will provide such financial advisory services to the Committee and its legal advisor as they deem appropriate and feasible in order to advise the Committee in the course of these chapter 11 cases, including but not limited to the following: Assistance in the review of financial related disclosures required by the Court, including the Page 3 45062.00015 Case 20-32299-KLP Doc 511 Filed 07/13/20 Entered 07/13/20 19:57:13 Desc Main Document Page 4 of 70 Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; Assistance in the preparation of analyses required to assess the sufficiency of any proposed Debtor-In-Possession (“DIP”) financing or use of cash collateral; Assistance with the assessment and monitoring of the Debtors’ short term cash flow, liquidity, and operating results; Assistance with the review of the Debtors’ proposed key employee retention and other employee benefit programs; Assistance with the review of the Debtors’ business plan and underlying fleet strategy; Assistance with the review of the Debtors’ cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; Assistance with the review of the Debtors’ identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements; Assistance with the review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; Assistance with the review of the claims reconciliation and estimation process; Assistance with the review of the Debtors’ corporate structure, including analysis of intercompany activities, cost and tax allocations, and related claims; Assistance with analyzing entity level value waterfalls and potential recoveries with respect to any proposed plans of reorganization; Attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the Office of the United States Trustee for the Eastern District Page 4 45062.00015 Case 20-32299-KLP Doc 511 Filed 07/13/20 Entered 07/13/20 19:57:13 Desc Main Document Page 5 of 70 of Virginia (the “U.S. Trustee”), other parties in interest and professionals hired by the same, as requested; Assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; Assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; Assistance in the review and analysis of the FCC auction and clearing/relocation process, including the accelerated clearing of the C-band spectrum, relocation and reimbursement costs and activities, and FCC and legislative activities; Assistance in the prosecution of Committee responses/objections to the Debtors’ motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and Render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. No Duplication of Services 8. Contemporaneously with the filing of this Application, the Committee has also filed an application for authority to retain Moelis, to provide certain investment banking services to the Committee. The services that Moelis is to provide to the Committee are separate and distinct from the financial advisory services that FTI will be providing to the Committee. In order to ensure that there is no unnecessary duplication of services by either firm during the pendency of these chapter 11 cases, FTI and Moelis will coordinate on the services they are providing to the Committee. At the Committee’s request, representatives of FTI and Moelis have met