Case 20-32299-KLP Doc 745 Filed 09/03/20 Entered 09/03/20 17:19:24 Desc Main Document Page 1 of 46 Edward O. Sassower, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807) Steven N. Serajeddini, P.C. (admitted pro hac vice) Peter J. Barrett (VA 46179) Anthony R. Grossi (admitted pro hac vice) Jeremy S. Williams (VA 77469) KIRKLAND & ELLIS LLP Brian H. Richardson (VA 92477) KIRKLAND & ELLIS INTERNATIONAL LLP KUTAK ROCK LLP 601 Lexington Avenue 901 East Byrd Street, Suite 1000 New York, New York 10022 Richmond, Virginia 23219-4071 Telephone: (212) 446-4800 Telephone: (804) 644-1700 Facsimile: (212) 446-4900 Facsimile: (804) 783-6192 Co-Counsel to the Debtors and Debtors in Possession 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) ) FIRST SUPPLEMENTAL DECLARATION OF STEVEN N. SERAJEDDINI IN SUPPORT OF THE DEBTORS’ APPLICATION FOR THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF MAY 13, 2020 I, Steven N. Serajeddini, being duly sworn, state the following under penalty of perjury: 1. I am the president of Steven N. Serajeddini, P.C., a partner of the law firm of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, and a partner of Kirkland & Ellis International, LLP (together with Kirkland & Ellis LLP, collectively, “Kirkland”). I am one of the lead attorneys from Kirkland working on the above-captioned chapter 11 cases. I am a member in good standing of the Bar of the State of New 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 745 Filed 09/03/20 Entered 09/03/20 17:19:24 Desc Main Document Page 2 of 46 York and the State of Illinois, and I have been admitted to practice in New York and Illinois. There are no disciplinary proceedings pending against me. 2. I submit this declaration (the “First Supplemental Declaration”) in support of the Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession Effective as of May 13, 2020 [Docket No. 295] (the “Application”).2 Unless otherwise stated in this First Supplemental Declaration, I have personal knowledge of the matters set forth herein. Background 3. On June 9, 2020, the Debtors filed the Application. Attached to and in support of the Application, the Debtors filed the Declaration of Steven N. Serajeddini in Support of the Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession Effective as of May 13, 2020 (the “Original Declaration”). On July 1, 2020, the Court entered the Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession Effective as of May 13, 2020 [Docket No. 452]. 4. As I stated in the Original Declaration, Kirkland will continue searching its electronic database during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. Consistent with this statement, Kirkland has 2 Capitalized terms used but not otherwise defined herein shall have the meaning as set forth in the Application. Case 20-32299-KLP Doc 745 Filed 09/03/20 Entered 09/03/20 17:19:24 Desc Main Document Page 3 of 46 continued to obtain information regarding all entities disclosed in the Original Declaration and any connections to any additional entities not disclosed in the Original Declaration. 5. I submit this First Supplemental Declaration pursuant to section 1746 of title 28 of the United States Code. All facts set forth herein are based upon my personal knowledge of Kirkland’s practices and Kirkland’s representation of the Debtors and information learned from my review of relevant documents and information supplied to me by other parties, including partners or employees of Kirkland. No one individual at Kirkland has personal knowledge of all of the facts set forth in this First Supplemental Declaration. Additional Disclosures 6. In addition to the entities searched and disclosed in the Original Declaration, Kirkland has searched its electronic database of representations for connections to the parties in interest listed on Schedule 1, attached hereto. The following is a list of the additional categories that Kirkland has searched:3 Schedule Category 1(a) Known Affiliates - JV 1(b) Directors/Officers 1(c) Significant Equity Holders 1(d) Banks/Lender/UCC Lien Parties/Administrative Agents 1(e) Contract Counterparties 1(f) Customers 1(g) Employees 1(h) Governmental/Regulatory Agencies 1(i) Insurance - PFA 1(j) Litigation 1(k) Other Significant Creditors 1(l) SOFA Parties 1(m) Utilities 1(n) Vendors 3 Kirkland’s inclusion of parties in the following schedules is solely to illustrate Kirkland’s conflict search process and is not an admission that any party has a valid claim against the Debtors or that any party properly belongs in the schedules or has a claim or legal relationship to the Debtors of the nature described in the schedules. Case 20-32299-KLP Doc 745 Filed 09/03/20 Entered 09/03/20 17:19:24 Desc Main Document Page 4 of 46 7. I have included the results of Kirkland’s conflicts searches of the above-listed entities on Schedule 2 to this First Supplemental Declaration.4 In addition, Kirkland re-ran searches in its electronic database for the entities that were previously reviewed in the Application and the Original Declaration. Those entities that were re-run and for which additional results were found are listed on Schedule 3. For the avoidance of doubt, Kirkland has not represented nor will Kirkland represent any of the parties in interest set forth on Schedule 2 and Schedule 3 or any of their affiliates in these chapter 11 cases (except as otherwise disclosed in the Original Declaration and herein). Kirkland will update its disclosures as necessary and when Kirkland becomes aware of material information. 8. Based on the conflicts search conducted to date and described herein, to the best of my knowledge, neither I, Kirkland, nor any partner, of counsel, or associate thereof, insofar as I have been able to ascertain, has any connections to parties in interest in these chapter 11 cases, except as disclosed or otherwise described herein and in the Original Declaration. I do not believe that the disclosed connections preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy Code. 4 As referenced in Schedules 2 and 3, the term “current” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted in the 12 months preceding the Petition Date. As referenced in Schedules 2 and 3, the term “former” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted between 12 and 36 months preceding the Petition Date. As referenced in Schedules 2 and 3, the term “closed” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted in the 36 months preceding the Petition Date, but for which the client representation has been closed. Whether an actual client relationship exists can only be determined by reference to the documents governing Kirkland’s representation rather than its potential listing in Kirkland’s conflicts search system. The list generated from Kirkland’s conflicts search system is over-inclusive. As a general matter, Kirkland discloses connections with “former” or “closed” clients for whom time was posted in the last 36 months, but does not disclose connections if time was billed more than 36 months before the Petition Date. Case 20-32299-KLP Doc 745 Filed 09/03/20 Entered 09/03/20 17:19:24 Desc Main Document Page 5 of 46 Specific Disclosures 9. As specifically set forth below and in the attached exhibits, Kirkland represents certain of the Debtors’ creditors, equity security holders, or other entities that may be parties in interest in ongoing matters unrelated to the Debtors and these chapter 11 cases. None of the representations described herein are materially adverse to the interests of the Debtors’ estates. Moreover, pursuant to section 327(c) of the Bankruptcy Code, Kirkland is not disqualified from acting as the Debtors’ counsel merely because it represents certain of the Debtors’ creditors, equity security holders, or other entities that may be parties in interest in matters unrelated to these chapter 11 cases. A. Connections to Holders of Equity Interests in the Debtors. 10. As disclosed on Schedule 2, certain of the Debtors’ equity holders are current, former, or closed clients of Kirkland. All current and prior Kirkland representations of such equity holders have been in matters unrelated to these chapter 11 cases. Kirkland will not represent these equity holders in matters related to the Debtors or their chapter 11 cases during the pendency of these chapter 11 cases.