20-22437-rdd Doc 462 Filed 07/31/20 Entered 07/31/20 16:30 ...€¦ · 20-22437-rdd Doc 462 Filed 07/31/20 Entered 07/31/20 16:30:48 Main Document Pg 3 of 4. 61067/0001-20970706v1

61067/0001-20970706v1

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

)In re: ) Chapter 11

)OneWeb Global Limited, et al.,1 ) Case No. 20-22437 (RDD)

)Debtors. ) (Jointly Administered)

)

SECOND MONTHLY FEE AND EXPENSE STATEMENT OF PROVINCE, INC., FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS OF ONEWEB GLOBAL LIMITED, ET AL.,FOR THE PERIOD FROM JUNE 1, 2020 THROUGH JUNE 30, 2020

Name of Applicant: Province, Inc.Financial Advisor to the Official Committee of Unsecured Creditors

Date of Retention: Nunc pro tunc to April 21, 2020

Period for Which Fees and Expenses are Incurred:

June 1, 2020 through and including June 30, 2020

Fees Incurred: $94,392.50

Less 20% Holdback: $18,878.50

Fees Requested in this Statements:

$75,514.00

Expenses Incurred: $737.12

Total Fees and Expenses Requested in This Statement:

$76,251.12

Pursuant to sections 327, 330, and 331 of chapter 11 of title 11 of the United States Code,

Rule 2016 of the Federal Rules of Bankruptcy Procedure, the Local Rules of the United States

Bankruptcy Court for the Southern District of New York, and in accordance with the Order

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.

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2

Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained

Professionals [ECF No. 106] (the “Interim Compensation Order”), and the Order Authorizing the

Employment and Retention of Province, Inc. as Financial Advisor for the Official Committee of

Unsecured Creditors Nunc Pro Tunc to April 21, 2020 [ECF No. 237], Province, Inc. (“Province”),

financial advisor to the Official Committee of Unsecured Creditors (the “Committee”) of OneWeb

Global Limited., et al. (collectively, the “Debtors”), hereby submits its Second Monthly Fee and

Expense Statement (the “Monthly Fee Statement”) for the period of June 1, 2020 through June 30,

2020 (the “Statement Period”) for (i) compensation in the amount of $75,514.00 for the reasonable

and necessary professional services Province rendered to the Committee during the Statement

Period (80% of $94,392.50) and (ii) reimbursement for the actual and necessary expenses incurred

in the Statement Period in the amount of $737.12.

Itemization of Services Rendered and Expenses Incurred

1. In support of this Monthly Fee Statement, attached are the following exhibits:

Attached hereto as Exhibit A is a summary of the services rendered by Provincefor which compensation is sought for the Statement Period, organized by project category.

Attached hereto as Exhibit B is a schedule of the Province professionals and paraprofessionals (collectively, the “Timekeepers”) who rendered services to the Committee in connection with these chapter 11 cases during the Statement Period, including the hourly rate, title, area of expertise, and fees earned by each Timekeeper. The blended hourly billing rates during the Statement Period were (a) $564.21/hour for all Timekeepers, and (b) $570.84/hour for all professionals.

Attached hereto as Exhibit C is a summary of expenses incurred by Provinceduring the Statement Period for which reimbursement is sought.

Attached hereto as Exhibit D is Province’s records of fees and expenses incurred during the Statement Period in rendering professional services to the Committee.


3

Total Fees and Expenses Sought for The Statement Period

2. The total amounts sought for fees for professional services rendered and

reimbursement of expenses incurred for the Statement Period are as follows:

Fees $94,392.50Disbursements $737.12Total $95,129.62

Notice and Objection Procedures

3. Notice of this Monthly Fee Statement will be provided in accordance with the

procedures set forth in the Interim Compensation Order.

4. Objections to this Monthly Fee Statement, if any, must be filed with the Court and

served upon the Notice Parties so as to be received no later than 12:00 p.m. (prevailing Eastern

Time) on August 14, 2020 (the “Objection Deadline”), and shall set forth the nature of the

objection and the amount of fees or expenses at issue.

5. If no objections to this Monthly Fee Statement are filed and served as set forth

above, the Debtors shall promptly pay eighty percent (80%) of the fees and one hundred percent

(100%) of the expenses identified herein.

6. If an objection to this Monthly Fee Statement is received on or before the Objection

Deadline, the Debtors shall withhold payment of that portion of this Monthly Fee Statement to

which the objection is directed and promptly pay the remainder of the fees and disbursements in

the percentages set forth above. To the extent such an objection is not resolved, it shall be

preserved and scheduled for consideration at the next interim fee application hearing to be held by

the Court.


61067/0001-20970706v1

WHEREFORE, Province requests allowance of its fees and expenses incurred during the

Statement Period in the total amount of $76,251.12 consisting of (a) 80% of Province’s fees for

the Statement Period, and (b) 100% of total expenses incurred.

Dated: July 31, 2020By: /s/ Edward Kim

Edward Kim, Managing DirectorPROVINCE INC.2360 Corporate Circle, Suite 330Henderson, NV 89074Telephone: (702) 685-5555Facsimile: (702) 685-5556Email: [email protected]

Financial Advisor to the Official Committee of Unsecured Creditors


61067/0001-20970706v1

EXHIBIT A

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61067/0001-20970706v1

SUMMARY OF COMPENSATION BY PROJECT CATEGORYDURING COMPENSATION PERIOD

JUNE 1, 2020 THROUGH JUNE 30, 2020

Project Categories Total Hours Total Fees

Business Analysis / Operations 133.1 $77,042.50

Claims Analysis and Objections 1.3 $842.50

Committee Activities 10.1 $5,894.50

Court Filings 11.0 $4,550.00

Court Hearings 1.7 $1,020.50

Fee/Employment Applications 4.6 $1,723.00

Financing Activities 2.2 $1,507.00

Sale Process 3.3 $1,812.50

Grand Total 167.3 $94,392.50

20-22437-rdd Doc 462-1 Filed 07/31/20 Entered 07/31/20 16:30:48 Exhibit A -Compensation by Project Category Pg 2 of 2

61067/0001-20970706v1

EXHIBIT B

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61067/0001-20970706v1

COMPENSATION BY TIMEKEEPER DURING COMPENSATION PERIODJUNE 1, 2020 THROUGH JUNE 30, 2020

Name of Professional Individual

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License

to Practice, Area of Expertise

Hourly Billing Rate

Total Hours Billed

Total Compensation

Edward Kim Managing Director - Corporate restructuring. Investment banking and restructuring employment since 1998.

$685 55.0 $37,675.00

Paul Navid Director - Investment banking. $525 102.3 $53,707.50

Nathan Smith Associate - Finance and data analytics. $350 7.2 $2,520.00

Subtotal 164.5 $93,902.50

Blended Rate for Professionals $570.84

Para Professionals Hourly Billing Rate

Total Hours Billed

Total Compensation

Beth Robinson $175 2.8 $490.00

Subtotal 2.8 $490.00

Fee Statement

Hours

Total Compensation

Grand Total 167.3 $94,392.50

Blended Rate for all Timekeepers $564.21

20-22437-rdd Doc 462-2 Filed 07/31/20 Entered 07/31/20 16:30:48 Exhibit B -Compensation by Timekeeper Pg 2 of 2

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EXHIBIT C

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61067/0001-20970706v1

EXPENSE SUMMARY DURING COMPENSATION PERIOD

JUNE 1, 2020 THROUGH JUNE 30, 2020

Expense Category Description Total Expenses

Meals Working meal. $30.27

Miscellaneous Research fees. $706.85

Total Expenses $737.12

20-22437-rdd Doc 462-3 Filed 07/31/20 Entered 07/31/20 16:30:48 Exhibit C -Expense Summary Pg 2 of 2

61067/0001-20970706v1

EXHIBIT D

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61067/0001-20970706v1

BILLING DETAILS

Entry Date Person Comments Task Hours Billing Rate

Amount

6/1/2020 Paul Navid Prepared an executive summary model of SOAL and SOFA then sent to Team with takeaways.

Business Analysis / Operations

0.50 525.00 $262.50

6/1/2020 Paul Navid Analyzed intercompany transactions between debtors and non debtors on a AP basis and prepared an matrix of "due to" and "due from" for transfer analysis.


1.80 525.00 $945.00

6/1/2020 Paul Navid Prepared a summary analysis of insider payments by entity for each insider.


1.70 525.00 $892.50

6/1/2020 Paul Navid Evaluated 1 year payments by insiders and relationship to debtors based on SOFA.


1.60 525.00 $840.00

6/1/2020 Paul Navid Prepared a matrix of 90 day payments by entity, vendor, and category with eliminations of intercompany data.


1.90 525.00 $997.50

6/1/2020 Paul Navid Analyzed 90-day payments by vendor and category.


1.50 525.00 $787.50

6/1/2020 Nathan Smith

Daily docket summary. Court Filings 0.20 350.00 $70.00

6/1/2020 Paul Navid Evaluated intercompany data to include eliminations in total assess and liabilities files under the SOAL.


1.10 525.00 $577.50

6/1/2020 Edward Kim

Analysis of key executory contracts - assumption analyses.

Financing Activities

1.20 685.00 $822.00

6/1/2020 Edward Kim

Analysis of variance and response to budget questions.

Financing Activities

1.00 685.00 $685.00

6/1/2020 Edward Kim

Call with Jefferies re: bond payments. Business Analysis / Operations

0.10 685.00 $68.50

6/2/2020 Paul Navid Analyzed VDR activities and assessed related financial files.


0.60 525.00 $315.00

6/2/2020 Paul Navid Analyzed and reviewed case sale process and estimated bids.

Sale Process 1.50 525.00 $787.50

6/2/2020 Paul Navid Call with committee to discuss case process, sale, and related issues.

Committee Activities

0.80 525.00 $420.00

6/2/2020 Edward Kim

Attend committee update call. Committee Activities

1.10 685.00 $753.50

6/3/2020 Paul Navid Analyzed variance report and timing of disbursements pending to be paid.


1.40 525.00 $735.00

6/3/2020 Edward Kim

Review, assess and compare revised DIP budget and supporting data.


1.60 685.00 $1,096.00

6/3/2020 Paul Navid Prepared a committee report to be shared with counsel on summary of SOAL, SOFA, 90-day payments, insider payments, committee activities in SOAL and sofa, with an overview of current budget and actuals to date variance.


2.80 525.00 $1,470.00


2


Amount

6/3/2020 Paul Navid Analyzed 8 weeks of variance report and prepared a cumulative report overview to assess performance.


1.80 525.00 $945.00

6/3/2020 Paul Navid Analyzed updated budget and compared changes to the previous version - prepared summary overview.


2.10 525.00 $1,102.50

6/3/2020 Edward Kim

Finish initial schedules data assessment and analysis.


1.30 685.00 $890.50

6/3/2020 Edward Kim

Review and analysis of filed schedules data. Business Analysis / Operations

2.10 685.00 $1,438.50

6/3/2020 Edward Kim

Research issues related to market access modification.


1.00 685.00 $685.00

6/3/2020 Paul Navid Call with counsel to discuss claim mapping. Claims Analysis and Objections

0.30 525.00 $157.50

6/4/2020 Edward Kim

Update and consolidation of cash variance and research per counsel request.


1.50 685.00 $1,027.50

6/4/2020 Edward Kim

Modify update presentation on schedules. Business Analysis / Operations

0.90 685.00 $616.50



6/4/2020 Paul Navid Received variance report for week 9 (5/29) analyzed and summarized for cumulative analysis with variance due to timing.


1.80 525.00 $945.00

6/5/2020 Edward Kim

Multiple calls with P. Navid to discuss SOAL and SOFA.


0.30 685.00 $205.50

6/5/2020 Edward Kim

Multiple calls with counsel re: bonding issues. Business Analysis / Operations

0.40 685.00 $274.00

6/5/2020 Edward Kim

Call with FTI re: questions around bonding. Business Analysis / Operations

0.30 685.00 $205.50

6/5/2020 Edward Kim

Initial assessment and analysis of year end financial raw data.


2.00 685.00 $1,370.00

6/5/2020 Paul Navid Multiple calls with E. Kim to discuss SOAL and SOFA.


0.30 525.00 $157.50

6/5/2020 Paul Navid Evaluated contract assumptions. Business Analysis / Operations

0.50 525.00 $262.50

6/5/2020 Paul Navid Updated presentation on intercompany data and sent to counsel to discuss.


1.80 525.00 $945.00

6/8/2020 Edward Kim

Review of new Arianespace and Airbus contracts uploaded.


1.50 685.00 $1,027.50

6/8/2020 EdwardKim

Research budget items per counsel request. Business Analysis / Operations

0.40 685.00 $274.00


3


Amount

6/8/2020 Edward Kim

Analysis of collateralized sureties Business Analysis / Operations

0.50 685.00 $342.50

6/8/2020 Paul Navid Analyzed updated data provided in VDR. Business Analysis / Operations

0.20 525.00 $105.00

6/8/2020 Paul Navid Reviewed surety bond change and evaluated budget to assess affect.


0.50 525.00 $262.50

6/9/2020 Edward Kim

Attend committee update call and management presentation with company (0.7).


1.20 685.00 $822.00

6/9/2020 Paul Navid Analyzed schedules and related disbursements. Business Analysis / Operations

0.40 525.00 $210.00

6/9/2020 Edward Kim

Research budget issues per counsel inquiry and respond.


0.60 685.00 $411.00

6/9/2020 Paul Navid Analyzed restart cost summary. Business Analysis / Operations

0.70 525.00 $367.50

6/9/2020 Paul Navid Analyzed UCC presentation provided by the Company.


1.30 525.00 $682.50

6/9/2020 Paul Navid Analyzed latest MOR and submitted questions to debtors to assess various disbursements.

Court Filings 1.80 525.00 $945.00

6/9/2020 Edward Kim

Tax analysis in schedules data. Business Analysis / Operations

1.60 685.00 $1,096.00

6/9/2020 Edward Kim

Assess data in management presentation. Business Analysis / Operations

1.00 685.00 $685.00

6/9/2020 Paul Navid Call with committee (0.5) and a follow up call with the Company to discuss current operation and sale process (0.7).


1.20 525.00 $630.00

6/10/2020 Paul Navid Analyzed other assets and prepaid provided in SOALs.


0.70 525.00 $367.50

6/10/2020 Edward Kim

Follow up analysis on prepaid assets per counsel request.


1.30 685.00 $890.50


Analysis of executory contracts and cures. Business Analysis / Operations

1.80 685.00 $1,233.00

6/11/2020 Paul Navid Analyzed trial balances to evaluate interco matrix. Business Analysis / Operations

1.80 525.00 $945.00

6/11/2020 Paul Navid Evaluated interco receivables/payables and advances.


1.50 525.00 $787.50

6/11/2020 Paul Navid Analyzed related parties balance sheet balances. Business Analysis / Operations

1.20 525.00 $630.00

6/11/2020 Paul Navid Prepared an analysis of intercompany balances by entity for due to and due from.


1.80 525.00 $945.00


4


Amount

6/11/2020 Paul Navid Evaluated historical balance sheet from 2015 to 2019.


2.40 525.00 $1,260.00



6/12/2020 Paul Navid Evaluated data room assess updated files - saved to Province DB.


1.20 525.00 $630.00

6/12/2020 Paul Navid Reviewed court filings to assess case. Court Filings 0.90 525.00 $472.50


Analyze and summarize new dockets. Court Filings 1.50 350.00 $525.00


Research, download and analysis of relevant contract-related dataroom new postings.


1.80 685.00 $1,233.00


Review and analysis of restart cost and expense detail.


1.50 685.00 $1,027.50




DIP budget and variance analysis. Business Analysis / Operations

1.10 685.00 $753.50

6/15/2020 Paul Navid Committee correspondence on discovery, bar date, contract rejection, and sale order.


0.90 525.00 $472.50

6/15/2020 Paul Navid Call with professionals to discuss upcoming committee call and status of sale process notes.

Sale Process 0.20 525.00 $105.00

6/15/2020 Paul Navid Reviewed financial reporting provided and compared with schedules.


1.60 525.00 $840.00

6/16/2020 Paul Navid Evaluated new documents uploaded. Business Analysis / Operations

0.40 525.00 $210.00

6/16/2020 Paul Navid Evaluated assets by entity. Business Analysis / Operations

1.80 525.00 $945.00


Non Debtor entity asset and liability research. Business Analysis / Operations

1.00 685.00 $685.00


Review of bar date and other administrativemotions.

Claims Analysis and Objections

1.00 685.00 $685.00


Review Apr-May hours and work to create invoice Fee / Employment Applications

1.20 685.00 $822.00




Attend weekly UCC committee call. Committee Activities

0.50 685.00 $342.50

6/16/2020 Paul Navid Analyzed data room financial related files and files received.


2.20 525.00 $1,155.00

6/16/2020 Paul Navid Attend weekly UCC committee call. Committee Activities

0.50 525.00 $262.50


5


Amount


Daily docket summary. Business Analysis / Operations

0.20 350.00 $70.00

6/17/2020 Paul Navid Analyzed financials and trends. Business Analysis / Operations

1.80 525.00 $945.00



6/18/2020 Paul Navid Analyzed weekly cash reporting for week ending 6/5.


2.50 525.00 $1,312.50



6/19/2020 Paul Navid Analyzed cash management and reporting. Business Analysis / Operations

1.40 525.00 $735.00

6/19/2020 Paul Navid Reviewed court filings and took notes to assess case progress.

Court Filings 0.90 525.00 $472.50

6/19/2020 Paul Navid Evaluated updated cash flow as of 6/11 and prepared cumulative analysis since petition date and compared with each updated budget to assess actual variance.


2.70 525.00 $1,417.50


Contract review and analysis of objections. Business Analysis / Operations

2.00 685.00 $1,370.00


Cashflow variance review and analysis. Business Analysis / Operations

1.10 685.00 $753.50

6/20/2020 EdwardKim

Prospective assumed contracts review and analysis.


1.90 685.00 $1,301.50

6/20/2020 Paul Navid Compared updated budget with previous versions. Business Analysis / Operations

3.00 525.00 $1,575.00

6/20/2020 Paul Navid Evaluated updated data in VDR. Business Analysis / Operations

0.90 525.00 $472.50

6/20/2020 Paul Navid Correspondence with counsel and team re budget. Business Analysis / Operations

0.40 525.00 $210.00

6/20/2020 Paul Navid Analyzed updated budget provided. Business Analysis / Operations

1.80 525.00 $945.00

6/20/2020 Beth Robinson

Draft first monthly fee app; email same to E. Kim (0.1).

Fee / Employment Applications

2.80 175.00 $490.00


Research budget issue and respond to counsel. Business Analysis / Operations

0.40 685.00 $274.00

6/21/2020 Paul Navid Prepared summary of CF for counsel and corresponded on transfer.


1.80 525.00 $945.00



6/22/2020 Paul Navid Evaluated IC data excel version of MOR. Business Analysis / Operations

1.30 525.00 $682.50


6


Amount

6/22/2020 Paul Navid Evaluated consolidating month end data for April. Business Analysis / Operations

2.80 525.00 $1,470.00


Review and analysis of contract stipulations. Business Analysis / Operations

1.20 685.00 $822.00


Internal weekly professionals' call. Committee Activities

0.30 685.00 $205.50

6/22/2020 Paul Navid Call with professionals to discuss case update and sale process.

Sale Process 0.30 525.00 $157.50

6/23/2020 Paul Navid Call with the committee to discuss sale process and case update.

Sale Process 0.30 525.00 $157.50

6/23/2020 Paul Navid Analyzed budget and cash motion for intercompany data required reporting.


1.70 525.00 $892.50

6/23/2020 Paul Navid Reviewed updated data provided in Intralinks. Business Analysis / Operations

0.80 525.00 $420.00


Research and finalize first monthly fee application. Fee / Employment Applications

0.60 685.00 $411.00


Review and analysis of revised budget; build in actuals comparison.


1.60 685.00 $1,096.00




Attend weekly committee call. Committee Activities

0.30 685.00 $205.50



6/24/2020 Paul Navid Analyzed cash accounts by entity to assess current balance.


1.90 525.00 $997.50

6/24/2020 Paul Navid Call with debtors to discuss intercompany data. Business Analysis / Operations

0.30 525.00 $157.50

6/24/2020 Paul Navid Correspondence with committee. Committee Activities

0.20 525.00 $105.00



6/25/2020 Paul Navid Prepared cumulative weekly cash flow to week ending 6/19 and notes variances due to time for counsel to review.


1.80 525.00 $945.00

6/25/2020 Paul Navid Analyzed cash reporting package with variances. Business Analysis / Operations

2.20 525.00 $1,155.00

6/25/2020 Paul Navid Evaluated updated budget through 9/18 and compared changes.


2.50 525.00 $1,312.50


Analysis of CF variance and review of material to send to counsel.


1.00 685.00 $685.00


Attend court hearing. Court Hearings 0.80 685.00 $548.00




7


Amount


Review and audit prior entity asset mapping. Business Analysis / Operations

1.60 685.00 $1,096.00

6/26/2020 Paul Navid Started analyzing intercompany data provided tied to the balance sheet.


1.60 525.00 $840.00


Initial dive into I/C ledger and research transactions versus entity map.


2.00 685.00 $1,370.00

6/28/2020 Paul Navid Analyzed historical intercompany transactions and prepared a matrix up to May 2020 with checks.


2.60 525.00 $1,365.00

6/28/2020 Paul Navid Evaluated balance of intercompany transactions and noted variances between crossing entities.


2.80 525.00 $1,470.00

6/29/2020 Paul Navid Reviewed final cash management order and surety bond.

Court Hearings 0.90 525.00 $472.50

6/29/2020 Paul Navid Prepared analysis of OW Communication entity cash transfers for 2018, 2019, and YTD May 2020.


1.80 525.00 $945.00

6/29/2020 Paul Navid Evaluated cash funding, timing of funding, and how it was used to reconcile ending cash.


2.80 525.00 $1,470.00


Ongoing audit and analysis of i/c transaction ledger.


2.50 685.00 $1,712.50


Committee professionals update call. Committee Activities

0.30 685.00 $205.50



6/30/2020 Paul Navid Call and correspondence with debtors on interco transactions.


0.80 525.00 $420.00

6/30/2020 Paul Navid Prepared interactive matrix by year and filter of excluding intercompany conversions.


2.50 525.00 $1,312.50

6/30/2020 Paul Navid Call with committee to discuss sale process. Sale Process 0.50 525.00 $262.50

6/30/2020 Paul Navid Reviewed final order for cash management. Court Filings 0.40 525.00 $210.00

6/30/2020 Paul Navid Reviewed updated files provided through intralinks.


1.30 525.00 $682.50


Review YE financials and compare recapitalization transaction from 2017-18.


1.30 685.00 $890.50


Ongoing intercompany analysis and audit of capital transactions.


2.20 685.00 $1,507.00


Attend weekly committee update call re: sale process.

Sale Process 0.50 685.00 $342.50


Research and calculate answers to questions posed by Jefferies.


0.60 685.00 $411.00


8

EXPENSE DETAILS

Date Expense Category Description Total Expenses

6/11/2020 Meals Grubhub - E. Kim working meal. $30.27

6/30/2020 Miscellaneous Debtwire - June research fees. $179.76

6/30/2020 Miscellaneous Standard and Poor - June research fees. $527.09

Total Expenses $737.12


Documents

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