pro hac vice proposed counsel for debtors et al

Hearing Date: February 4, 2020 at 10:00 a.m. (EST) Objection Deadline: January 28, 2020 at 4 p.m. (EST)

BRACEWELL LLP Robert G. Burns Mark E. Dendinger Joshua D. Neifeld (admitted pro hac vice) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 508-6100 Facsimile: (212) 508-6101 Proposed Counsel for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re Seabras 1 USA, LLC et al.,

Debtors.1

Chapter 11

Case No. 19-14006 (SMB) (Jointly Administered)

NOTICE OF HEARING REGARDING DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING AND APPROVING

RETENTION AND EMPLOYMENT OF BRACEWELL LLP AS ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

PLEASE TAKE NOTICE that on December 22, 2019 (the “Petition Date”), Seabras 1

USA, LLC (“Seabras USA”) and Seabras 1 Bermuda Ltd. (“Seabras Bermuda” and, together

with Seabras USA, the “Debtors”) each commenced the above-captioned proceedings by filing

voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United

States Bankruptcy Court for the Southern District of New York (this “Court”).

PLEASE TAKE FURTHER NOTICE that on January 20, 2020, the Debtors filed with

this Court the annexed Application for Entry of An Order Authorizing and Approving Retention

1 The Debtors in these chapter 11 cases, along with the last four digits of their respective tax identification numbers, are Seabras 1 USA, LLC (0027) and Seabras 1 Bermuda Ltd. (7149). The Debtors’ principal offices are located at 600 Cummings Center, Suite 268-Z, Beverly, MA 01915.

19-14006-smb Doc 70 Filed 01/20/20 Entered 01/20/20 17:47:39 Main Document Pg 1 of 17 Docket #70 Date Filed: 01/20/2020

2

and Employment of Bracewell LLP as Attorneys for the Debtors Nunc Pro Tunc to the Petition

Date (the “Application”).

PLEASE TAKE FURTHER NOTICE that a hearing to consider approval of the

Application is scheduled for February 4, 2020 at 10:00 a.m. (prevailing Eastern Time) or as

soon thereafter as counsel may be heard before the Honorable Stuart M. Bernstein, United States

Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York, One

Bowling Green, New York, New York 10004.

PLEASE TAKE FURTHER NOTICE that any responses or objections (collectively,

the “Objections”) to the Application 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 with this Court (a) by attorneys practicing in this Court, including attorneys admitted

pro hac vice, electronically in accordance with General Order M- 399 (which can be found at

http://www.nysb.uscourts.gov/sites/default/ files/m399.pdf), and (b) by all other parties-in-

interest, on a CD-ROM, in text-searchable portable document format (PDF) (with a hard copy

delivered directly to the chambers of this Court), in accordance with the customary practices of

this Court and General Order M-399, to the extent applicable, and served in accordance with

General Order M-399 so as to be received no later than January 28, 2020 at 4:00 p.m. (prevailing

Eastern Time) (the “Objection Deadline”).

PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served

with respect to the Application, the Debtors may, on or after the Objection Deadline, submit to this

Court an order substantially in the form of the proposed order annexed to the Application, which

order may then be entered by this Court with no further notice or opportunity to be heard.

19-14006-smb Doc 70 Filed 01/20/20 Entered 01/20/20 17:47:39 Main Document Pg 2 of 17

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Dated: January 20, 2020 New York, New York

BRACEWELL LLP /s/ Robert G. Burns Robert G. Burns Mark E. Dendinger Joshua D. Neifeld (admitted pro hac vice) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 508-6100 Facsimile: (212) 508-6101

Proposed Counsel for Debtors and Debtors in Possession


Hearing Date: February 4, 2020 at 10:00 a.m. (EST) Objection Deadline: January 28, 2020 at 4 p.m. (EST)

BRACEWELL LLP Robert G. Burns Mark E. Dendinger Joshua D. Neifeld (admitted pro hac vice) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 508-6100 Facsimile: (212) 508-6101 Proposed Counsel for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK


Debtors.1

Chapter 11


DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF BRACEWELL LLP AS

ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

Seabras 1 USA, LLC (“Seabras USA”) and Seabras 1 Bermuda Ltd. (“Seabras Bermuda”

and, together with Seabras USA, the “Debtors”), the debtors and debtors in possession in the

above-captioned chapter 11 cases (the “Chapter 11 Cases”), hereby file this application for entry

of an order, substantially in the form attached hereto as Exhibit A (the “Order”), authorizing and

approving the retention and employment of Bracewell LLP (“Bracewell” or the “Firm”) as

attorneys for the Debtors nunc pro tunc to the Petition Date in these Chapter 11 Cases (this

“Application”). In support of this Application, the Debtors rely on the Declaration of Robert G.



2

Burns in Support of the Debtors’ Application for Entry of an Order Authorizing and Approving

the Retention and Employment of Bracewell LLP as Attorneys for the Debtors Nunc Pro Tunc to

the Petition Date, attached hereto as Exhibit B (the “Burns Declaration”) and the Declaration of

Roger Kuebel in Support of the Debtors’ Application for Entry of an Order Authorizing and

Approving the Retention and Employment of Bracewell LLP as Attorneys for the Debtors Nunc

Pro Tunc to the Petition Date, attached hereto as Exhibit C (the “Kuebel Declaration”). In further

support of this Application, the Debtors respectfully represent as follows:

BACKGROUND

1. On December 22, 2019 (the “Petition Date”), each Debtor commenced a voluntary

case with this Court under chapter 11 of title 11 of the United States Code

(the “Bankruptcy Code”). The Debtors continue to operate their businesses and manage their

properties as debtors and debtors in possession pursuant to Bankruptcy Code sections 1107(a) and

1108. No trustee, examiner or statutory committee of creditors has been appointed in these Chapter

11 Cases. These Chapter 11 Cases are jointly administered for procedural purposes only pursuant

to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).

2. Debtors Seabras USA and Seabras Bermuda, together with their non-Debtor

subsidiaries, own a 10,800 km subsea telecommunications cable system connecting the U.S. with

Brazil known as Seabras-1. Additional information regarding the Debtors’ business, capital

structure, and the circumstances leading to the commencement of these Chapter 11 Cases is set

forth in the Declaration of Roger Kuebel in Support of Chapter 11 Petitions and First Day Motions

[D.I. 2] (the “First Day Declaration”), which was filed on the Petition Date and is incorporated

herein by reference.2

2 Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the First Day Declaration.


3

JURISDICTION

3. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334

and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.). This

matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue is proper before this Court

pursuant to 28 U.S.C. §§ 1408 and 1409.

4. The statutory bases for the relief requested herein are section 327(a) of the

Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Rules 2014-1 and 2016-1 of the Local

Bankruptcy Rules for the Southern District of New York (the “Local Rules”).

RELIEF REQUESTED

5. By this Application, and pursuant to section 327(a) of the Bankruptcy Code, the

Debtors request authority to retain and employ Bracewell as attorneys for the Debtors, nunc pro

tunc to the Petition Date, in accordance with the terms and conditions set forth in that certain

engagement letter between the Debtors and Bracewell effective as of December 17, 2019

(the “Engagement Letter”).

BRACEWELL’S QUALIFICATIONS

6. Bracewell is an international law firm with offices in Texas, Connecticut, New

York, Seattle, Washington, D.C., as well as London and Dubai. Bracewell’s London office

(“Bracewell UK”) began its representation of Seabras Bermuda in May 2018.3 Bracewell UK’s

original engagement letter was with Seabras Bermuda. Just prior to the commencement of these

3 As further described in the Burns Declaration, Oliver Irwin, a partner at Bracewell UK, has represented Seabras Bermuda since 2013, starting when he was an associate at a different law firm.


4

Chapter 11 Cases, Bracewell signed an engagement letter with Seabras Bermuda and Seabras

USA.

7. The Debtors seek to retain Bracewell because of the extensive experience the Firm

gained from its historical prepetition representation of Debtor Seabras Bermuda, and because of

Bracewell’s wide-ranging experience and knowledge in the field of debtors’ and creditors’ rights

and business reorganizations under chapter 11 of the Bankruptcy Code. Bracewell has expertise,

experience, and knowledge practicing before bankruptcy courts in districts throughout the country,

including this district, and will be able to provide the Debtors with efficient and cost-effective

representation for the duration of these Chapter 11 Cases.

8. Furthermore, Bracewell is a full-service law firm with experience and expertise in

almost all legal areas that will have an impact on the Debtors’ day-to-day operations and their

reorganization under chapter 11 of the Bankruptcy Code.

9. In the days and weeks leading up to the filing of these Chapter 11 Cases, Bracewell

expended a significant amount of time and resources becoming familiar with the Debtors’ business

operations and financial affairs as well as many of the legal issues that will likely arise in the

context of these Chapter 11 Cases. If the Debtors are forced to retain counsel other than Bracewell,

the Debtors’ estates and their businesses would be negatively impacted from an operational

standpoint, as well as from the need to sustain additional expenses and delays associated with

familiarizing new counsel with the intricacies of the Debtors’ financial affairs and business.

10. Accordingly, Bracewell is both well-qualified and uniquely able to represent the

Debtors in these Chapter 11 Cases in an efficient, effective, and timely manner.

SCOPE OF SERVICES

11. The Debtors contemplate that Bracewell will render specialized legal services to

the Debtors as needed throughout these Chapter 11 Cases. Subject to further order of this Court,


5

and consistent with the Engagement Letter, the legal services that Bracewell may render are

summarized, in part, as follows:

(a) Advising the Debtors of their rights, powers and duties as debtors in possession under the Bankruptcy Code;

(b) Performing legal services for and on behalf of the Debtors that may be necessary or appropriate in the administration of these Chapter 11 Cases and the Debtors’ businesses;4

(c) Advising the Debtors concerning, and assisting in, the negotiation and documentation of financing agreements and debt restructurings;

(d) Advising the Debtors in the operation of their businesses to ensure compliance with both the Bankruptcy Code and applicable laws and regulations;

(e) Counseling the Debtors, if necessary, in connection with the formulation, negotiation, and consummation of a sale of the Debtors’ assets;

(f) Reviewing the nature and validity of agreements relating to the Debtors’ interests in real and personal property and advising the Debtors of their corresponding rights and obligations;

(g) Advising the Debtors in understanding their rights under the Bankruptcy Code with respect to their ownership or participation in foreign investments, partnerships and joint ventures;

(h) Advising the Debtors concerning preference, avoidance, recovery, or other actions that the Debtors may take to collect and to recover property for the benefit of the estates and their creditors, whether or not arising under chapter 11 of the Bankruptcy Code;

(i) Preparing on behalf of the Debtors all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents and reviewing all financial and other reports to be filed in these Chapter 11 Cases;

(j) Advising the Debtors concerning, and preparing responses to, applications, motions, complaints, pleadings, notices, and other papers that may be filed and served in these Chapter 11 Cases;

(k) Counseling the Debtors in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents;

4 The Debtors reserve the right to retain additional legal counsel for specialized advice, including but not limited to

corporate, foreign law, and litigation counsel.


6

(l) Working with and coordinating efforts among other professionals to attempt to preclude any duplication of effort among those professionals and to guide their efforts in the overall framework of the Debtors’ reorganization; and

(m) Working with professionals retained by other parties-in-interest in this bankruptcy case to attempt to structure a consensual plan of reorganization or other resolution for the Debtors.

12. The services described above are essential to the Debtors’ successful

reorganization.

BRACEWELL’S DISINTERESTEDNESS

13. To the best of the Debtors’ knowledge, information and belief, the partners of,

counsel to, and associates of Bracewell do not have any connection with, or any interest adverse

to, the Debtors, their creditors or any other party-in-interest in these Chapter 11 Cases, or their

respective attorneys and professionals, except as may be set forth in the Burns Declaration.

14. Based upon the Burns Declaration, and the Debtors’ knowledge of these Chapter

11 Cases thus far, Bracewell is a “disinterested person” within the meaning of section 101(14) of

the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and as required by

section 327(a) of the Bankruptcy Code.

15. In light of the volume of creditors and other potential parties-in-interests in these

Chapter 11 Cases, and the fact that Bracewell operates an international law firm having collectively

over 300 lawyers in ten offices worldwide, Bracewell has used its best efforts to identify and

disclose any potential connections with the parties-in-interest in these Chapter 11 Cases. During

the course of these Chapter 11 Cases, Bracewell will routinely review its files to ensure that no

other conflict or other circumstances that could give rise to an issue with Bracewell’s

disinterestedness exists or arises. Bracewell will file a supplemental disclosure with this Court as

promptly as possible in the event of any such change in circumstance. If Bracewell discovers any


7

other information that requires additional disclosure, Bracewell will also file a supplemental

disclosure with this Court as promptly as possible.

PROFESSIONAL COMPENSATION

16. Bracewell intends to apply for compensation for professional services rendered on

an hourly basis and reimbursement of expenses incurred in connection with these Chapter 11

Cases, subject to this Court’s approval and in compliance with applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures

and orders of this Court. The hourly rates and corresponding rate structure that Bracewell will use

in these Chapter 11 Cases are the same hourly rates and corresponding rate structure that Bracewell

uses in other restructuring matters, as well as similar matters, whether in court or otherwise,

regardless of whether a fee application is required. The fee ranges for the Bracewell attorneys and

paralegals that may be designated to represent the Debtors and their current, standard hourly rates

are as follows:

(a) Partners $685-$1,225 per hour

(b) Of Counsel $550-$1,200 per hour

(c) Associates $425-$900 per hour

(d) Paralegals $230-$375 per hour

17. The primary bankruptcy counsel anticipated to work on these Chapter 11 Cases will

be Mr. Robert G. Burns (at $1,193.00 per hour),5 Mr. Mark E. Dendinger (at $1,100.00 per hour),

Mr. Joshua D. Neifeld (at $770.00 per hour) and Mr. Finney Abraham (at $565.00 per hour).

Primary litigation counsel anticipated to work on litigation matters arising in the course of these

Chapter 11 Cases will be Ms. Rachel B. Goldman (at $1,000.00 per hour), Mr. Keith E. Blackman

5 Reflects 10% discount from normal rate.


8

(at $925.00 per hour), Mr. Russell W. Gallaro (at $845.00 per hour), Mr. Mark R. Wulfe

(at $815.00 per hour), Ms. Grace E. Condro (at $675.00 per hour) and Mr. Galen F. Stump

(at $515.00 per hour). Additionally, Mr. Oliver M. Irwin (at $795.00 per hour)6 and Mr. Benjamin

M. Pridgeon ($675.00 per hour)7, a partner and associate, respectively, at Bracewell UK, will

provide assistance in matters related to these Chapter 11 Cases. From time to time, other attorneys

and paralegals from Bracewell may serve the Debtors in connection with the matters for which

Bracewell will be retained. The rates set forth above were the rates in effect as of November 1,

2019, when Bracewell last adjusted its hourly rates for attorneys and paralegals. Consistent with

historical firm practice, the hourly rates set forth above with respect to Bracewell are subject to

adjustments on November 1st of each year to reflect economic and other conditions.

18. Ten business days’ notice shall be provided by Bracewell to the Debtors, the Office

of the United States Trustee for the Southern District of New York (the “U.S. Trustee”) and any

official committee prior to any increases in any of Bracewell’s rates for any individual retained by

Bracewell, and such notice will be filed with this Court. The U.S. Trustee retains all rights to object

to any rate increase on all grounds including, but not limited to, the reasonableness standard

provided for in section 330 of the Bankruptcy Code, and this Court retains the right to review any

rate increase pursuant to section 330 of the Bankruptcy Code.

19. The hourly rates set forth above are set at a level designed to fairly compensate

Bracewell for the work of its attorneys and paralegals and to cover fixed and routine overhead

expenses. It is Bracewell’s policy, in all areas of practice, to charge its clients for all additional

expenses incurred in connection with the client’s case. The expenses charged to clients include,

6 Reflects approximately 23% discount from normal rate. 7 Reflects approximately 23% discount from normal rate.


9

among other things, bulk mail and express mail charges, special or hand delivery charges, certain

document processing charges, travel expenses, expenses for “working meals,” computerized

research, and other expenses. Bracewell will charge the Debtors for these expenses in a manner

and at rates consistent with charges made generally to Bracewell’s other clients and consistent with

the U.S. Trustee’s requests for information and additional disclosures as set forth in the Guidelines

for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11

U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective as of November 1, 2013

(the “Revised UST Guidelines”). Bracewell does not charge clients for facsimile charges or for

long distance charges other than when an outside service is used. The Debtors respectfully submit

that Bracewell’s rates and policies, as set forth in the Engagement Letter and the Burns

Declaration, are reasonable.

20. As set forth in the Burns Declaration, during the ninety (90) days prior to the

Petition Date, Bracewell and Bracewell UK received total payments in the aggregate amount of

approximately $271,727 for professional services performed and expenses incurred, and also to be

performed and incurred (in the form of a retainer). As of the Petition Date, the Firm was holding,

on behalf of the Debtors, a retainer in the amount of $100,000 for professional services to be

performed and for the reimbursement of reasonable and necessary expenses incurred in connection

therewith. Bracewell hereby moves for approval to apply its retainer to prepetition fees and

expenses incurred by Bracewell and Bracewell UK; provided that to the extent any prepetition fees

and expenses exceed the $100,000 retainer, Bracewell and Bracewell UK will write off the excess

fees and expenses and shall waive any claim it may have otherwise had to any such excess fees

and expenses. No promises have been made or received by Bracewell, nor any partner, counsel,

nor associate thereof, as to compensation in connection with these Chapter 11 Cases other than in


10

accordance with the provisions of the Bankruptcy Code. Bracewell has no agreement with any

other entity to share with such entity any compensation received by Bracewell in connection with

these Chapter 11 Cases.

BASIS FOR RELIEF

21. The Debtors seek retention of Bracewell as their attorneys pursuant to section

327(a) of the Bankruptcy Code, which provides a debtor, subject to Court approval:

[M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor’s] duties under this title.

11 U.S.C. § 327(a).

22. Bankruptcy Rule 2014(a) requires that an application for retention include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtors, creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee.

Fed. R. Bankr. P. 2014.

23. Similarly, Local Rule 2014-1 requires that an application for the employment of a

professional person pursuant to sections 327 and 328 of the Bankruptcy Code “must state the

specific facts showing the reasonableness of the terms and conditions of the employment,

including the terms of any retainer, hourly fee or contingent fee arrangement.” Local Rule 2014-

1. Local Rule 2016-1 requires a person requesting an award of compensation comply with relevant

Court guidelines with respect to such requests. Local Rule 2016-1.


11

24. The Debtors respectfully submit that the Application together with the Burns

Declaration, the Kuebel Declaration and the Engagement Letter, provide sufficient information

and detail to satisfy the foregoing requirements. Further, as stated in the Burns Declaration, as of

the date hereof, Bracewell is a “disinterested person” within the meaning of section 101(14) of the

Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or

represent an interest adverse to the Debtors’ estates and has no connection to the Debtors, their

creditors, or others parties-in-interest, except as may be disclosed in the Burns Declaration.

NUNC PRO TUNC RELIEF IS APPROPRIATE

25. The Debtors request approval of the employment of Bracewell nunc pro tunc to the

Petition Date. Such relief is warranted under the circumstances presented by these Chapter 11

Cases so that Bracewell may be compensated for its services prior to entry of an order approving

Bracewell’s retention. Further, the Debtors believe that no party-in-interest will be prejudiced by

granting of the nunc pro tunc employment because Bracewell has provided, and will continue to

provide, valuable services to the Debtors’ estates in the interim period prior to this Court

considering the relief requested herein.

26. Based on the foregoing, the Debtors submit that they have satisfied the

requirements of the Bankruptcy Code, Bankruptcy Rules and the Local Rules. Accordingly, the

Debtors respectfully request entry of the Order pursuant to sections 327(a), 330, 331 and 1107(b)

as supplemented by Bankruptcy Rules 2014(a) and 2016 and Local Rules 2014-1 and 2016-1

authorizing the Debtors to retain and employ Bracewell as attorneys in these Chapter 11 Cases

nunc pro tunc to the Petition Date.


12

NO REPRESENTATION OF SEABRAS GROUP, LLC

27. Debtor Seabras Bermuda’s direct parent, Seabras Group, LLC (“Seabras Group”)

has notified Bracewell that it reserves its right to object to Bracewell’s retention as counsel to the

Debtors in these Chapter 11 Cases. The objection will likely be premised on the incorrect assertion

that Bracewell previously represented Seabras Group, the sole shareholder of Seabras Bermuda. If

Seabras Group presses forward with an objection, the evidence will contradict their contention and

render any such objection meritless. Nevertheless, Bracewell believes it is best to raise this issue

with this Court in advance of any objection being filed.

28. As set forth above and in the Burns Declaration, Bracewell UK began its

representation of Seabras Bermuda in May 2018. Bracewell UK’s original engagement letter was

with Seabras Bermuda. Just prior to the commencement of these Chapter 11 Cases, Bracewell

signed the Engagement Letter with Seabras Bermuda and Seabras USA. Neither Bracewell nor

Bracewell UK have ever signed an engagement letter with Seabras Group. At no time has Seabras

Group ever requested to execute an engagement letter with Bracewell or Bracewell UK. All of

Bracewell’s legal fees have been paid by Seabras Bermuda. Seabras Group has never paid any

legal fees to Bracewell or Bracewell UK. There is simply nothing to indicate that Bracewell or

Bracewell UK have ever represented Seabras Group or had any attorney-client relationship with

Seabras Group.

NOTICE

29. Notice of this Application will be provided to: (a) the U.S. Trustee, (b) counsel to

Natixis as agent under that certain Amended and Restated Facilities Agreement, dated September

15, 2015, by and between, among others, Debtor Seabras Bermuda, as borrower, Debtor Seabras

USA and the Debtors’ Brazilian subsidiaries, as guarantors, (c) the Debtors’ twenty (20) largest


13

unsecured creditors on a consolidated basis, (d) the Internal Revenue Service, (e) the United States

Attorney for the Southern District of New York, and (f) any party that has requested notice and

service of papers pursuant to Bankruptcy Rules 2002 and 9010(b). The Debtors respectfully submit

that no further notice is required.

NO PRIOR REQUEST

30. No prior request for the relief sought herein has been made to this Court or any

other court.

[Signature Page on Following Page]


14

WHEREFORE the Debtors respectfully request entry of an order granting the relief

requested herein and such other and further relief as this Court may deem just and appropriate.

Dated: January 20, 2020 New York, New York

BRACEWELL LLP /s/ Robert G. Burns Robert G. Burns Mark E. Dendinger Joshua D. Neifeld (admitted pro hac vice) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 508-6100 Facsimile: (212) 508-6101

Proposed Counsel for Debtors and Debtors in Possession


Exhibit A Proposed Order

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1

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK


Debtors.1

Chapter 11


ORDER GRANTING DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING AND APPROVING

RETENTION AND EMPLOYMENT OF BRACEWELL LLP AS ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

Upon the application (the “Application”)2 of the above-captioned debtors and debtors in

possession (collectively, the “Debtors”) for the entry of an order (this “Order”) authorizing

Debtors to retain and employ Bracewell LLP (“Bracewell”) as attorneys for the Debtors, effective

nunc pro tunc to the Petition Date, pursuant to sections 327(a) and 330 of chapter 11 of title 11 of

the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 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”), all as more fully set forth in the

Application; and this Court having jurisdiction to consider the Application and the relief requested

therein pursuant to 28 U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference M-

431, dated January 31, 2012 (Preska, C.J.); and consideration of the Application and the requested

relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and due and sufficient notice of the

Application having been given under the particular circumstances; and it appearing that no other

1 The Debtors in these chapter 11 cases, along with the last four digits of their respective tax identification numbers, are Seabras 1 USA, LLC (0027) and Seabras 1 Bermuda Ltd. (7149). The Debtors’ principal offices are located at 600 Cummings Center, Suite 268-Z, Beverly, MA 01915. 2 Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Application.


2

or further notice is necessary; and this Court having reviewed the Application, the Burns

Declaration, and the Kuebel Declaration; and this Court being satisfied with the representations

made in the Application, the Burns Declaration, and the Kuebel Declaration that Bracewell

represents no interest adverse to the Debtors’ estates, that it is a “disinterested person” as the term

is defined under section 101(14) of the Bankruptcy Code, and that its employment is necessary,

and upon consideration of the First Day Declaration; and this Court having heard the statements

in support of the relief requested therein at a hearing before this Court (the “Hearing”); and this

Court having determined that the legal and factual bases set forth in the Application, the Burns

Declaration and the Kuebel Declaration and at the Hearing establish just cause for the relief granted

herein; and it appearing that the relief requested in the Application is in the best interests of the

Debtors, their estates, their creditors, and other parties-in-interest; and upon all of the proceedings

had before this Court; and after due deliberation thereon; and good and sufficient cause appearing

therefor,

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED as set forth herein.

2. The Debtors are authorized, pursuant to section 327(a) of the Bankruptcy Code,

Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1 and 2016-1, to retain and employ

Bracewell as their counsel nunc pro tunc to the Petition Date in accordance with the terms and

conditions set forth in the Application and the Engagement Letter.

3. Bracewell is authorized to provide the Debtors with the professional services as

described in the Application and the Engagement Letter. Specifically, but without limitation,

Bracewell may render the following legal services:



3







(h) Advising the Debtors concerning preference, avoidance, recovery, or other actions that the Debtors may take to collect and to recover property for the benefit of the estates and their creditors, whether or not arising under chapter 11 of the Bankruptcy Code;









4

4. Bracewell shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with Debtors’ Chapter 11 Cases in compliance

with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules,

and any other applicable procedures and orders of this Court. Bracewell will make reasonable

effort to comply with any request by the U.S. Trustee for information and additional disclosures

as set forth in Revised UST Guidelines, in connection with the Application and any interim and/or

final fee application(s) to be filed by Bracewell in these Chapter 11 Cases.

5. Bracewell shall provide ten-business-days’ notice to Debtors, the U.S. Trustee, and

any official committee before any increases in the rates set forth in the Application or the

Engagement Letter are implemented and shall file such notice with this Court. The U.S. Trustee

retains all rights to object to any rate increase on all grounds, including the reasonableness standard

set forth in section 330 of the Bankruptcy Code, and this Court retains the right to review any rate

increase pursuant to section 330 of the Bankruptcy Code.

6. Bracewell is authorized to apply the prepetition retainer it received from the

Debtors towards Bracewell and/or Bracewell UK’s prepetition fees and expenses.

7. Bracewell shall be reimbursed for reasonable and necessary expenses, as provided

by the Revised UST Guidelines.

8. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order

shall be immediately effective and enforceable upon its entry.

9. In the event of any inconsistency between the Engagement Letter, the Application

and this Order, this Order shall govern.


5

10. The Debtors, the Debtors’ affiliates (as defined in section 101(2) of the Bankruptcy

Code), Bracewell, and Bracewell UK are authorized to take all actions necessary to effectuate the

relief granted in this Order in accordance with the Application.

11. This Court shall retain jurisdiction with respect to all matters arising from or related

to the implementation, interpretation, or enforcement of this Order.

Dated: February___, 2020 New York, New York

____________________________________ HONORABLE STUART M. BERNSTEIN UNITED STATES BANKRUPTCY JUDGE


Exhibit B Burns Declaration

19-14006-smb Doc 70-2 Filed 01/20/20 Entered 01/20/20 17:47:39 Exhibit B Pg 1 of 41



Debtors.1

Chapter 11


DECLARATION OF ROBERT G. BURNS IN SUPPORT OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING AND

APPROVING RETENTION AND EMPLOYMENT OF BRACEWELL LLP AS ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

I, ROBERT G. BURNS, pursuant to 28 U.S.C. § 1746, declare as follows:

1. I am an attorney and a partner with Bracewell LLP, located at 1251 Avenue of the

Americas, New York, New York 10020 (“Bracewell” or the “Firm”). I am one of the lead

attorneys working on the above-captioned Chapter 11 Cases. I am a member in good standing of

the Bar of the State of New York, and I have been admitted to practice in the Southern District of

New York. There are no disciplinary proceedings pending against me.

2. I submit this declaration (this “Declaration”) in support of Debtors’ Application

for Entry of An Order Authorizing and Approving Retention and Employment of Bracewell LLP

as Attorneys for the Debtors Nunc Pro Tunc to the Petition Date (the “Application”).2 Except as

otherwise noted, I have personal knowledge of the matters set forth herein.


2 Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Application.


2

BRACEWELL’S QUALIFICATIONS

3. Bracewell is an international law firm with offices in Texas, Connecticut, New

York, Seattle, Washington, D.C., as well as London and Dubai. Bracewell’s London office

(“Bracewell UK”) began its representation of Seabras Bermuda in May 2018.3 Bracewell UK’s

original engagement letter was with Seabras Bermuda. Just prior to the commencement of these

Chapter 11 Cases, Bracewell signed an engagement letter with Seabras Bermuda and Seabras

USA.

4. The Debtors seek to retain Bracewell because of the extensive experience the Firm

gained from its historical prepetition representation of Debtor Seabras Bermuda, and because of

Bracewell’s wide-ranging experience and knowledge in the field of debtors’ and creditors’ rights

and business reorganizations under chapter 11 of the Bankruptcy Code. Bracewell has expertise,

experience, and knowledge practicing before bankruptcy courts in districts throughout the country,

including this district, and will be able to provide the Debtors with efficient and cost-effective

representation for the duration of these Chapter 11 Cases.

5. Furthermore, Bracewell is a full-service law firm with experience and expertise in

almost all legal areas that will have an impact on the Debtors’ day-to-day operations and their

reorganization under chapter 11 of the Bankruptcy Code.

6. In the days and weeks leading up to the filing of these Chapter 11 Cases, Bracewell

has expended a significant amount of time and resources becoming familiar with the Debtors’

business operations and financial affairs as well as many of the legal issues that will likely arise in

the context of these Chapter 11 Cases. If the Debtors are forced to retain counsel other than

Bracewell, the Debtors’ estates and their businesses would be negatively impacted from an

3 Oliver Irwin, a partner at Bracewell UK, has represented Seabras Bermuda since 2013, starting when he was an associate at a different law firm.


3

operational standpoint, as well as from the need to sustain additional expenses and delays

associated with familiarizing new counsel with the intricacies of the Debtors’ financial affairs and

business.

7. I believe that Bracewell is both well qualified and uniquely able to represent the

Debtors in these Chapter 11 Cases in an efficient and cost-effective manner.

SCOPE OF SERVICES

8. Subject to further order of this Court and that certain engagement letter dated

December 17, 2019 (the “Engagement Letter”), the Debtors retained Bracewell to render, in part

and without limitation, the following legal services:








(h) Advising the Debtors concerning preference, avoidance, recovery, or other actions that the Debtors may take to collect and to recover property for the benefit of the




4

estates and their creditors, whether or not arising under chapter 11 of the Bankruptcy Code;






9. I believe that the services described above are essential to the Debtors’ successful

reorganization.

BRACEWELL’S DISCLOSURE PROCEDURES

10. In connection with its proposed retention by the Debtors in these Chapter 11 Cases,

Bracewell undertook to determine whether it had any conflicts or other relationships that might

cause it not to be disinterested or to hold or represent an interest adverse to the Debtors.

Specifically, Bracewell obtained from the Debtors and their representatives the names of

individuals and entities that may be parties-in-interest in these Chapter 11 Cases

(the “Potential Parties-in-Interest”) and such parties are listed on Schedule 1 attached hereto.


5

The following is a list of the categories of the Potential Parties-in-Interest that Bracewell has

searched:5

Schedule 1 Category6 Schedule 1.a. Entities Affiliated with the Debtors

Schedule 1.b. Directors and Officers and Senior Management

Schedule 1.c. Direct Equity Interest Holders

Schedule 1.d. Primary Contractual Counterparties and Significant Vendors

Schedule 1.e. Secured Creditors, Agents, Banks, and Related Entities

Schedule 1.f. Unsecured Creditors

Schedule 1.h. Insurers

Schedule 1.i. Professionals and Ordinary Course Professionals

Schedule 1.j. Taxing Authorities

Schedule 1.k. United States Trustee, Judges, and Court Contacts for the Southern

District of New York

Schedule 1.l. Utilities

Schedule 1.m. Regulatory Agencies

Schedule 1.n. Litigation Counterparties

Schedule 1.o. Surety Bond Holders

Schedule 1.p. Major Competitors

11. Bracewell has searched on its electronic database for its connection to the entities

listed on Schedule 1. The information listed on Schedule 1 may have changed without Bracewell’s

knowledge and may change during the pendency of these Chapter 11 Cases. During the course of

these Chapter 11 Cases, Bracewell will routinely review its files to ensure that no other conflict or

other circumstances that could give rise to an issue with Bracewell’s disinterestedness exists or

5 Bracewell’s inclusion of parties in the following schedules is solely to illustrate Bracewell’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. 6 Certain parties may fall under multiple categories. To avoid redundancy and duplication, each party typically appears on one schedule.


6

arises. Bracewell will file a supplemental disclosure with this Court as promptly as possible in the

event of any such change in circumstance. If Bracewell discovers any other information that

requires additional disclosure, Bracewell will also file a supplemental disclosure with this Court

as promptly as possible.

12. Any connections revealed by Bracewell’s search of the entities listed on

Schedule 1 were compiled. A Bracewell attorney then reviewed the match list and after making

general and, if applicable, specific inquiries of Bracewell personnel, Bracewell has verified that it

does not represent and has not represented any entity on Schedule 1 in connection with the Debtors

or these Chapter 11 Cases.

13. Generally, it is Bracewell’s policy to disclose clients in the capacity that they first

appear in a conflicts search. For example, if a client already has been disclosed in this Declaration

in one capacity (e.g., a vendor), and the client appears in a subsequent conflicts search in a different

capacity (e.g., an unsecured creditor), Bracewell does not disclose the same client again, unless

the circumstances are such in the latter capacity that additional disclosure is required.

14. Bracewell’s records indicate that entities identified as “current” clients on

Schedule 2 were most recently represented within the past year. “Former” clients on Schedule 2

were represented by Bracewell within the past three years, but not within the past year.

BRACEWELL’S CONNECTIONS WITH THE DEBTORS AND THESE CHAPTER 11 CASES

15. Bracewell compiled responses to the foregoing inquiries for purposes of preparing

this Declaration. The Debtors are private companies. Bracewell has confirmed with the Debtors

that no Bracewell personnel, or member of the household of any Bracewell personnel, holds any


7

claims against, stock of, or other interests in the Debtors and that no such individuals hold any

employment with the Debtors.

16. Debtor Seabras Bermuda’s direct parent, Seabras Group, LLC

(“Seabras Group”) has notified Bracewell that it reserves its right to object to Bracewell’s

retention as counsel to the Debtors in these Chapter 11 Cases. The objection will likely be premised

on the incorrect assertion that Bracewell previously represented Seabras Group, the sole

shareholder of Seabras Bermuda. If Seabras Group presses forward with an objection, the evidence

will contradict their contention and render any such objection meritless. Nevertheless, Bracewell

believes it is best to raise this issue with this Court in advance of any objection being filed.

17. Bracewell UK began its representation of Seabras Bermuda in May 2018.

Bracewell UK’s original engagement letter was with Seabras Bermuda. Just prior to the

commencement of these Chapter 11 Cases, Bracewell signed an engagement letter with Seabras

Bermuda and Seabras USA. Neither Bracewell nor Bracewell UK have ever signed an engagement

letter with Seabras Group. At no time has Seabras Group ever requested to execute an engagement

letter with Bracewell or Bracewell UK. All of Bracewell’s legal fees have been paid by Seabras

Bermuda. Seabras Group has never paid any legal fees to Bracewell or Bracewell UK.

18. In addition to Bracewell UK’s representation of Seabras Bermuda, Bracewell has

provided a substantial amount of legal advice to Seabras Bermuda on matters relating to the terms

of the Amended and Restated Facilities Agreement, dated September 15, 2015, as well as legal

advice on restructuring strategies and corporate governance matters. Bracewell has also performed

services necessary to enable the Debtors to file for protection under chapter 11 of the Bankruptcy

Code, including preparing the chapter 11 petitions and motions for “first day” relief.


8

19. To the best of my knowledge, other than as described herein, Bracewell lawyers’

work in connection with the Firm’s prior representations of any of the parties-in-interest listed on

Schedule 1 are unrelated to these Chapter 11 Cases.

BRACEWELL’S CONNECTIONS WITH PARTIES-IN-INTEREST IN MATTERS UNRELATED TO THESE CHAPTER 11 CASES

20. Bracewell is or has been engaged in a number of matters in which attorneys and

other professionals representing various parties-in-interest in these Chapter 11 Cases are involved.

Moreover, due to the nature and size of its practice, Bracewell has, or has had, relationships as

counsel, co-counsel or referring counsel with many major law firms in most, if not all, major cities

in the United States, which includes law firms representing creditors or other parties-in-interest in

these Chapter 11 Cases. All such relationships are on matters unrelated to these Chapter 11 Cases.

21. Bracewell and certain of its partners and associates may have in the past

represented, may currently represent, and could in the future represent, certain of the Potential

Parties-in-Interest on Schedule 1 in connection with matters unrelated to the Debtors and these

Chapter 11 Cases. To the extent I have been able to ascertain that Bracewell has been retained

within the last three years to represent any of the Potential Parties-in-Interest (or their affiliates, as

the case may be), in matters unrelated to these Chapter 11 Cases, such facts are disclosed on

Schedule 2 attached hereto.

22. To the best of my knowledge and information, the annual fees paid to Bracewell by

any entity listed on Schedule 2 or its known affiliates for each of the last two years did not exceed

1% of the Firm’s annual gross revenue.

23. Moreover, Joshua D. Neifeld, a Bracewell attorney working on this matter, clerked

or otherwise worked with the Honorable James L. Garrity, Jr., a Bankruptcy Judge for the Southern


9

District of New York. Mr. Neifeld’s clerkship ended in September 2019. Judge Barbara Jones, a

retired United States District Court Judge for the Southern District of New York, and now a partner

at Bracewell, has served as a court-appointed special master, receiver, or independent review

officer in various matters pending in the Southern District of New York. Judge Jones was

appointed by at least four of the judges listed on Schedule 1, but she has neither represented the

Southern District of New York nor any of its judges. Further, Judge Jones has not, and is not

expected to work in connection with these Chapter 11 Cases.

24. From time to time, Bracewell may have referred work to other professionals

involved in these Chapter 11 Cases. Likewise, certain such professionals may have referred work

to Bracewell.

25. Certain insurance companies pay the legal bills of Bracewell’s clients. Some of

these insurance companies may be involved in these Chapter 11 Cases. None of these insurance

companies, however, are Bracewell clients as a result of the fact that they pay legal fees on behalf

of Bracewell clients.

26. Based on the conflicts search conducted to date and described herein, to the best of

my knowledge, neither I, Bracewell, nor any partner or associate thereof, insofar as I have been

able to ascertain, have any connection with the Debtors, their creditors, or any other parties-in-

interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed by

the U.S. Trustee, any Judge currently serving on the United States Bankruptcy Court or the United

States District Court for the Southern District of New York, except as disclosed or otherwise

described herein.

27. During the course of these Chapter 11 Cases, Bracewell will routinely review its

files to ensure that no other conflict or other circumstances that could give rise to an issue with


10

Bracewell’s disinterestedness exists or arises. Bracewell will file a supplemental disclosure with

this Court as promptly as possible in the event of any such change in circumstance. If Bracewell

discovers any other information that requires additional disclosure, Bracewell will also file a

supplemental disclosure with this Court as promptly as possible.

AFFIRMATIVE STATEMENT OF DISINTERESTEDNESS

28. Based on the conflicts search conducted to date and described herein, to the best of

my knowledge and insofar as I have been able to ascertain, (a) Bracewell is a “disinterested person”

within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of

the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates

and (b) Bracewell has no connection to the Debtors, their creditors, or other parties-in-interest,

except as may be disclosed herein.

PROFESSIONAL COMPENSATION

29. Bracewell intends to apply for compensation for professional services rendered on

an hourly basis and reimbursement of expenses incurred in connection with these Chapter 11

Cases, subject to this Court’s approval and in compliance with applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures

and orders of this Court. The hourly rates and corresponding rate structure that Bracewell will use

in these Chapter 11 Cases are the same hourly rates and corresponding rate structure that Bracewell

uses in other restructuring matters, as well as similar matters, whether in court or otherwise,

regardless of whether a fee application is required. The fee ranges for the Bracewell attorneys and

paralegals that may be designated to represent the Debtors and their current, standard hourly rates

are as follows:


11

(a) Partners $685-$1,225 per hour

(b) Of Counsel $550-$1,200 per hour

(c) Associates $425-$900 per hour

(d) Paralegals $230-$375 per hour

30. 17. The primary bankruptcy counsel anticipated to work on these Chapter 11

Cases will be Mr. Robert G. Burns (at $1,193.00 per hour), 7 Mr. Mark E. Dendinger (at $1100.00

per hour), Mr. Joshua D. Neifeld (at $770.00 per hour) and Mr. Finney Abraham (at $565.00 per

hour). Primary litigation counsel anticipated to work on litigation arising in the course of these

Chapter 11 Cases will be Ms. Rachel B. Goldman (at $1000.00 per hour), Mr. Keith E. Blackman

(at $925.00 per hour), Mr. Russell W. Gallaro (at $845.00 per hour), Mr. Mark R. Wulfe (at

$815.00 per hour), Ms. Grace E. Condro (at $675.00 per hour) and Mr. Galen F. Stump (at $515.00

per hour). Additionally, Mr. Oliver M. Irwin (at $795.00 per hour)8 and Mr. Benjamin M. Pridgeon

($675.00 per hour)9, a partner and associate, respectively, at Bracewell UK, will provide assistance

in matters related to these Chapter 11 Cases. From time to time, other attorneys and paralegals

from Bracewell may serve the Debtors in connection with the matters for which Bracewell will be

retained. The rates set forth above were the rates in effect as of November 1, 2019, when Bracewell

last adjusted its hourly rates for attorneys and paralegals. Consistent with historical firm practice,

the hourly rates set forth above with respect to Bracewell are subject to adjustments on November

1st of each year to reflect economic and other conditions.

31. Bracewell’s hourly rates are set at a level designed to fairly compensate Bracewell

for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is

7 Reflects 10% discount from normal rate. 8 Reflects approximately 23% discount from normal rate. 9 Reflects approximately 23% discount from normal rate.


12

Bracewell’s policy, in all areas of practice, to charge its clients for all additional expenses incurred

in connection with the client’s case. The expenses charged to clients include, among other things,

bulk mail and express mail charges, special or hand delivery charges, certain document processing

charges, travel expenses, expenses for “working meals,” computerized research, and other

expenses. Bracewell does not charge clients for facsimile charges or for long distance charges

other than when an outside service is used.

COMPENSATION RECEIVED BY BRACEWELL FROM THE DEBTORS

32. Prior to the Petition Date, the Debtors paid Bracewell $100,000 as a retainer for

professional services and for the reimbursement of reasonable and necessary expenses incurred in

connection therewith.

33. During the 90-day period prior to the Petition Date, Bracewell and/or Bracewell

UK invoiced the Debtors and the Debtors paid Bracewell and/or Bracewell UK the following

amounts (inclusive of the $100,000 retainer):10

Type of Transaction

(invoice, payment, retainer

replenishment)

Invoice Number

Invoice Date

Billed Amount (USD)

Payment Date

Payment Amount (USD)

Retainer Balance (USD)

INVOICE 21859869 9/10/2019 $5,013.00 10/9/2019 $5,013.00 N/A

INVOICE 21859870 9/10/2019 $10,947.00 10/17/2019 $10,947.00 N/A

INVOICE 21862317 10/4/2019 $27,745.00 10/29/2019 $27,745.00 N/A

INVOICE 21866032 11/6/2019 $55,690.50 11/20/2019 $55,690.50 N/A

INVOICE 21868374 12/2/2019 $40,827.00 12/11/2019 $40,827.00 N/A

10 For avoidance, the “Billed Amounts” and “Payment Amounts” listed represent amounts for prepetition services

rendered and costs incurred. Further, although some invoices were delivered in excess of 90 days prior to the Petition Date, the associated payments were made to Bracewell within the 90-day time period.


13

INVOICE 21870669 12/17/2019 $31,504.50 12/20/2019 $31,504.50 N/A

RETAINER - 12/20/2019 $100,000.00 12/20/2019 $100,000.00 $100,000.00

34. Pursuant to Bankruptcy Rule 2016(b), Bracewell has no agreement with any other

entity to share with such entity any compensation received by Bracewell in connection with these

Chapter 11 Cases. Further, no promises have been made or received by Bracewell, nor any partner,

counsel, nor associate thereof, as to compensation in connection with these Chapter 11 Cases other

than in accordance with the provisions of the Bankruptcy Code.

STATEMENT REGARDING U.S. TRUSTEE GUIDELINES

35. Bracewell shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors’ Chapter 11 Cases in

compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the

Bankruptcy Rules, Local Rules and any other applicable procedures and orders of this Court.

Bracewell also intends to make a reasonable effort to comply with U.S. Trustee’s requests for

information and additional disclosures as set forth in the Revised UST Guidelines.

ATTORNEY STATEMENT PURSUANT TO REVISED UST GUIDELINES

36. The following is provided in response to the request for additional information set

forth in Paragraph D.1. of the Revised UST Guidelines:

a. Question: Did Bracewell agree to any variations from, or alternatives to Bracewell’s standard billing arrangements for this engagement? Answer: Yes. Bracewell and the Debtors have agreed to reduce Robert G. Burns’ standard billable rate by 10% for this engagement. Additionally, Bracewell and the Debtors have agreed to reduce Oliver Irwin’s and Benjamin Pridgeon’s billable rate by approximately 23% for this engagement. Apart from the stated reduced rates, Bracewell and the Debtors have not agreed to any variations from, or alternatives to, Bracewell’s standard billing arrangements. The rate structure provided by Bracewell is appropriate and is not significantly different from (a) the rates that


14

Bracewell charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals.

b. Question: Do any of the Bracewell professionals in this engagement vary their rate based on the geographic location of the Debtors’ Chapter 11 Cases?

Answer: No. The hourly rates used by Bracewell in representing the Debtors are consistent with the rates that Bracewell charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case.

c. Question: If Bracewell has represented the Debtors in the 12 months prepetition, disclose Bracewell’s billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Bracewell’s billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: Bracewell represented the client in the 12 months prepetition. During that representation, Bracewell raised its billing rates, as it does customarily from time to time. The material financial terms for the prepetition engagement remained the same, as the engagement was on an hourly basis.

d. Question: Have the Debtors approved Bracewell’s budget and staffing plan, and, if so, for what budget period? Answer: Bracewell will coordinate with the Debtors to develop a prospective budget and staffing plan for these Chapter 11 Cases for the period beginning December 2019 and ending January 2020. Bracewell and the Debtors will review the budget following the close of the stated period in order to determine a prospective budget for the following period.

COORDINATION WITH OTHER PROFESSIONALS FOR THE DEBTORS

37. Bracewell is aware that the Debtors have submitted, or intend to submit,

applications to employ other professionals for the duration of these Chapter 11 Cases. Bracewell

intends to carefully monitor and coordinate the efforts of all professionals retained by the Debtors

in these Chapter 11 Cases, and will clearly delineate their respective duties so as to prevent any

duplication of efforts whenever possible and ensure that these Chapter 11 Cases proceed in an

efficient and cost-effective manner.


15

CONCLUSION

38. The Application requests approval of the Debtors’ retention and employment of

Bracewell at the Firm’s normal hourly rates in effect at the time the services are rendered and in

accordance with Bracewell’s normal reimbursement policies, subject to any modifications to such

policies that may be required in order to comply with any orders of this Court, the Bankruptcy

Code, the Bankruptcy Rules, the Local Rules, and the Revised UST Guidelines. Subject to these

terms and conditions, Bracewell intends to apply, pursuant to section 330 of the Bankruptcy Code,

for allowances of compensation for professional services rendered in these Chapter 11 Cases and

for reimbursement of actual and necessary expenses incurred in connection therewith in

accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules,

and the Revised UST Guidelines.



16

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct to the best of my knowledge and belief.

Dated: January 20, 2020 New York, New York Respectfully submitted,

/s/ Robert G. Burns______________ Robert G. Burns Partner, Bracewell LLP Proposed Counsel to Debtors And Debtors in Possession


SCHEDULE 1

INTERESTED PARTY LIST

List of Schedules

Schedule Category

Schedule 1.a. Entities Affiliated with the Debtors

Schedule 1.b. Directors and Officers and Senior Management

Schedule 1.c. Equity Interest Holders

Schedule 1.d. Primary Contractual Counterparties and Significant Vendors

Schedule 1.e. Secured Creditors, Agents, Banks, and Related Entities

Schedule 1.f. Unsecured Creditors

Schedule 1.g. Landlords

Schedule 1.h. Insurers

Schedule 1.i. Professionals and Ordinary Course Professionals

Schedule 1.j. Taxing Authorities

Schedule 1.k. United States Trustee, Judges, and Court Contacts for the Southern

District of New York

Schedule 1.l. Utilities

Schedule 1.m. Regulatory Agencies

Schedule 1.n. Litigation Counterparties

Schedule 1.o. Surety Bond Holders

Schedule 1.p. Major Competitors

Notes (1) Certain parties may fall under multiple categories. To avoid redundancy and duplication, each vendor typically appears on one schedule. (2) The names of parties provided by category is for convenience only, and a party’s listing in any given category is not meant to be conclusive of such party’s relationship with the Debtors.


Schedule 1.a.

Entities Affiliated with the Debtors

Seaborn Networks Holdings, LLC

Seabras Project Holdings, Inc.

Seaborn Development Ltd.

Seaborn US Development, LLC

Seaborn Management, Inc.

Seaborn Management Brasil Ltda. Partners Group Seabras, LLC

ARBR Project Holdings Ltd.

Partners Group Seabras Holding, LLC

Seabras Group, LLC

Seabras 1 Bermuda Ltd.*

Seabras 1 USA, LLC*

Seabras 1 Holdings Brasil Ltda.

Seabras 1 Brasil Ltda.

* Entities with an “*” next to their names are debtors in the cases jointly administered under the caption Seabras 1 USA, LLC et al., Case No. 19-14006 (SMB).


Schedule 1.b.

Directors and Officers and Senior Management

Larry W. Schwartz

Roger Kuebel

Andy Bax

Paul Cannon

Patrick Hill


Schedule 1.c.

Equity Interest Holders

Partners Group AG and certain of its affiliated funds

Partners Group Seabras, LLC

Partners Group Seabras Holding, LLC

BVK Infrastructure III, L.P. Inc.

WIN Alt IC Limited

San Bernadino County Employees Retirement Association

Seaborn Networks Holdings, LLC

Seabras Project Holdings, Inc.

Seabras Group, LLC


Schedule 1.d.

Primary Contractual Counterparties and Significant Vendors

Communications Media Advisors

Alcatel-Lucent Submarine Networks (ASN)

Nexans Interface

Mattos Filho

Estera Services Ltd.

Veirano Advogados Associados

Coresite, L.P.

Digital Realty

Cogent Communications, Inc.

Federal Communications Commission

Market Halsey Urban Renewal, LLC

Mazars Global Infrastructure (US) LLC

Koury Lopes Advogados (KLA)

Continental Resources, Inc. (ConRes)

Kapany Networks Inc.

Viavi Solutions, Inc.

Hilco IP Service, LLC

TeleGeography, a Division of PriMEtrica, Inc.

P-Tech Connect, LLC

Quixotic Group Pte Ltd

First Line Associates LLC

Volterra Inc.

Millennium Communications Group, Inc.


Seko Logistics

NTT America, Inc.

Windstream Wholesale

CT Corporation

BM&A Propriedade Intelectual (UsOpCo)

Transcat, Inc.

Global Data Communications L.L.C.

Uptime It, LLC

American Registry for Internet Numbers, Ltd.

Federal Equipment & Mfg. Co Inc.

DE-CIX NORTH AMERICA INC.

Graybar

Clasquin USA, Inc.

Humanstudio Limited

EdgeUno, Inc.

Durand Tavola Internet Inc.

IX Reach Ltd

Hudson Fiber Network, Inc.

Comcast Cable Communications Management, LLC

Angola Cables

Telxius Cable USA Inc

Datamob, LLC

China Telecom (Americas) Corporation

AT&T Corp

Eltek


Connected2Fiber, Inc.

Netell Infraestrutura e Serviços em Tecnologia Ltda.

Mob Telecom Corp.

Volterra Inc.

Njfx, LLC

British Telecommunications PLC

Communications Global Network Services Limited

Law Debenture


Schedule 1.e.

Secured Creditors, Agents, Banks, and Related Entities

Natixis, Paris Branch

Intesa Sanpaolo S.p.A. Succarsale de Paris

Commerzbank AG Paris Branch

Banco Santander S.A. Paris Branch

Bpifrance (f/k/a COFACE)

Deutsche Bank Trust Company Americas

JP Morgan Chase Bank, N.A.

TMF Brasil Administração e Gestão de Ativos Ltda


Schedule 1.f.

Unsecured Creditors

Barbosa, Müssnich e Aragão

Datapipe Technical Space a/k/a RackSpace

Equinix Inc.

Integration Partners Corporation

Telehouse International Corporation of America

Zayo Group LLC (Spread Networks LLC)

Crown Castle International Corp. f/k/a Sunesys, LLC

EdgeUno, Inc.

Infinera Corporation

Tata Communications (America) Inc.


Schedule 1.g.

Landlords

Coresite, L.P.

Zayo Group, LLC (formerly Spread Networks, LLC) Tata Communications (America) Inc. Equinix Inc. Market Halsey Urban Renewal, LLC Digital Realty (Telx - Clifton LLC) Digital Realty (Telx - New York, LLC (60 Hudson) Digital Realty (Telx - New York 111 8th, LLC) Datapipe (aka RackSpace)


Schedule 1.h.

Insurers

Federal Insurance Company

Chubb National Insurance Company

National Union Fire Insurance Co. of Pittsburg PA

Lloyds of London

Hartford Insurance Company of the Midwest


Schedule 1.i.

Professionals and Ordinary Course Professionals

Bracewell LLP

Ernst & Young LLP

CT Corp

Barbosa, Müssnich e Aragão Abvogados

Stretto

Appleby

Koury Lopes Abvogados

Choate Hall & Stewart LLP

Harris Wiltshire and Grannis LLP

Bank Street Group LLC


Schedule 1.j

Taxing Authorities

Internal Revenue Service

Virginia Department of Taxation

State of New Jersey Department of Taxation

New York State Department of Taxation & Finance

New York City Department of Finance

Florida Department of Revenue

Massachusetts Department of Revenue


Schedule 1.k.

United States Trustee, Judges, and Court Contacts for the Southern District of New York (and Key Staff Members)

United States Trustee Employees (Region 2 – New York, NY)

William K. Harrington Linda A. Riffkin

Greg M. Zipes Victor Abriano

Susan Arbeit Maria Catapano

Danny A. Choy Benjamin J. Higgins

Nadkarni Joseph Brian S. Masumoto

Ercilia A. Mendoza Mary V. Moroney

Richard C. Morrissey Serene Nakano

Cheuk M. Ng Alaba Ogunleye

Ilusion Rodriguez Andrea B. Schwartz

Paul K. Schwartzberg Andy Velez-Rivera

Sylvester Sharp

Madeleine Vescovacci

Judges for the Southern District of New York

Bankruptcy Court Judges

Cecelia G. Morris Stuart M. Bernstein

Shelley C. Chapman Robert D. Drain

James L. Garrity Jr. Martin Glenn

Robert E. Grossman (visiting) Sean H. Lane

Mary Kay Vyskocil Michael E. Wiles


District Court Judges

Ronnie Abrams Deborah A. Batts

Richard M. Berman Vincent L. Briccetti

Vernon S. Broderick Naomi Reice Buchwald

Valerie E. Caproni Andrew L. Carter Jr.

P. Kevin Castel Denise L. Cote

Paul A. Crotty George B. Daniels

Paul A. Engelmayer Katherine Polk Failla

Jesse M. Furman Paul G. Gardephe

Charles S. Haight Alvin K. Hellerstein

Lewis A. Kaplan Kenneth M. Karas

John F. Keenan John G. Koeltl

Victor Marrero Colleen McMahon

Alison J. Nathan J. Paul Oetken

William H. Pauley III Loretta A. Preska

Jed S. Rakoff Edgardo Ramos

Nelson S. Roman Lorna G. Schofield

Cathy Seibel Louis L. Stanton

Sidney H. Stein Richard J. Sullivan

Laura Taylor Swain Analisa Torres

Kimba M. Wood Gregory H. Woods


Schedule 1.l.

Utilities

N/A


Schedule 1.m.

Regulatory Agencies

Federal Communications Commission

U.S. Department of State

U.S. Department of Homeland Security

Department of Justice

Federal Bureau of Investigation

Department of Defense

State of New Jersey Department of Environmental Protection Division of Land Use Regulation Bureau of Tidelands Management

U.S. Army Corps of Engineers, New York District


Schedule 1.n.

Litigation Counterparties

Partners Group Seabras, LLC

Seabras Group, LLC


Schedule 1.o.

Surety Bond Holders

N/A


Schedule 1.p.

Major Competitors

Facebook

Angola Cables

ANTEL Uruguay

Telecom Italia Sparkle

America Movil

Tata Communications

GlobeNet

Telxius

CenturyLink

Google

Algar

Cognent

China Telecom

NTT

Oi

Claro

Embratel

Telefonica

UfiNet

Internexa


SCHEDULE 2

Matched Entity

Relationship to Debtors

Relationship to Bracewell1

AT&T Services Primary Contractual Counterparties and Significant Vendors

Currently adverse in an unrelated matter.

Additionally, former client regarding unrelated matter.

Banco Santander S.A. Paris Branch


Currently adverse in various unrelated transactional matters.

CenturyLink Major Competitors Currently adverse in an unrelated bankruptcy matter.

Cogent Communications, Inc. Major Competitors Current vendor.

Commerzbank AG Paris Branch Secured Creditors, Agents, Banks, and Related Entities

Currently adverse to Banco Santander entities in various unrelated transactional matters.

Continental Resources, Inc. Primary Contractual Counterparties and Significant Vendors

Former client of lateral associate regarding unrelated matter.

Crown Castle International Corporation f/k/a Sunesys, LLC

Unsecured Creditors Former client with respect to various unrelated intellectual property matters.

Deutsche Bank Trust Company Americas


Bracewell currently represents Deutsche Bank entities in various unrelated transactional matters. In other unrelated transactional matters, Bracewell is adverse to Deutsche Bank entities.

Lateral associates also formerly represented various Deutsche Bank entities in unrelated matters.

1 All such relationships concern matters unrelated to these Chapter 11 Cases unless otherwise noted.


Department of Defense Regulatory Agencies Currently adverse in various unrelated matters.

Department of Homeland Security

Regulatory Agencies Currently adverse in various unrelated matters.

Department of Justice Regulatory Agencies Currently adverse in various unrelated matters.

Ernst & Young LLP Professionals and Ordinary Course Professionals

Current vendor.

Facebook Major Competitors Currently adverse in an unrelated matter.

Federal Bureau of Investigation Regulatory Agencies Formerly adverse in various unrelated investigation matters.

Google Major Competitors Former client of lateral associate regarding unrelated matters.

Intesa Sanpaolo S.p.A. Succarsale de Paris


Currently adverse in various transactional matters

JP Morgan Chase Bank, N.A. Secured Creditors, Agents, Banks, and Related Entities

Bracewell currently represents JP Morgan entities in various unrelated transactional matters. In other unrelated transactional matters, Bracewell is adverse to JP Morgan entities.

Internal Revenue Service Taxing Authorities Currently adverse in various unrelated matters.

National Union Fire Insurance Company of Pittsburg PA

Insurers Currently adverse in unrelated dispute.


Natixis, Paris Branch Secured Creditors, Agents, Banks, and Related Entities

Bracewell currently represents Natixis entities in various unrelated transactional matters and in connection with an unrelated chapter 11 case. In other unrelated transactional matters, Bracewell is adverse to Natixis entities.

Oi Major Competitors Currently adverse to related entities in an unrelated lending transaction

Seabras 1 Bermuda Ltd.

Debtor Current client, as disclosed in the Burns Declaration.

Seabras 1 USA, LLC Debtor Current client, as disclosed in the Burns Declaration.

UfiNet Major Competitors Former client of certain lateral associates regarding unrelated matters.

U.S. Army Corps of Engineers, New York District

Regulatory Agencies Former client regarding unrelated matters.

Currently adverse in various unrelated matters.

U.S. District Court for the Southern District of New York


Judge Barbara Jones, a retired United States District Court Judge for the Southern District of New York, and now a partner at Bracewell, has served as a court-appointed special master, receiver, or independent review officer in various matters pending in the Southern District of New York. Judge Jones was appointed by at least four of the judges listed on the interested party list, but she has neither represented the Southern District of New York nor any of its


judges. Further, Judge Jones has not, and is not expected to work in connection with these Chapter 11 Cases.

U.S. District Court for the Southern District of New York


Joshua D. Neifeld, an associate at Bracewell currently working on this matter, clerked or otherwise worked with the Honorable James L. Garrity, Jr., a Bankruptcy Judge for the Southern District of New York. Mr. Neifeld’s clerkship ended in September 2019.


Exhibit C Kuebel Declaration

19-14006-smb Doc 70-3 Filed 01/20/20 Entered 01/20/20 17:47:39 Exhibit C Pg 1 of 5



Debtors.1

Chapter 11


DECLARATION OF ROGER KUEBEL IN SUPPORT OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING AND

APPROVING RETENTION AND EMPLOYMENT OF BRACEWELL LLP AS ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

I, ROGER KUEBEL, pursuant to 28 U.S.C. § 1746, declare as follows:

1. I am the Chief Financial Officer of Seabras 1 USA, LLC (“Seabras USA”)2 and

Seabras 1 Bermuda Ltd. (“Seabras Bermuda” and, together with Seabras USA, the “Debtors”),

both Delaware corporations and the debtors and debtors in possession in the above-captioned

chapter 11 cases (the “Chapter 11 Cases”). I have held my current position as Chief Financial

Officer since February 2014.

2. I submit this declaration (this “Declaration”) in support of the Debtors’ Application

for Entry of An Order Authorizing and Approving Retention and Employment of Bracewell LLP

as Attorneys for the Debtors Nunc Pro Tunc to the Petition Date (the “Application”). Except as

otherwise noted, all facts in this Declaration are based on my personal knowledge of the matters

1 The Debtors in these chapter 11 cases, along with the last four digits of their respective tax identification numbers, are Seabras 1 USA, LLC (0027) and Seabras 1 Bermuda Ltd. (7149). The Debtors’ principal offices are located at 600 Cummings Center, Suite 268-Z, Beverly, MA 01915. 2 Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Application.


2

set forth herein, information gathered from my review of relevant documents, and information

supplied to me by other members of the Debtors’ management and the Debtors’ advisors.

DEBTORS’ SELECTION OF COUNSEL

3. The Debtors recognize that a comprehensive review process is necessary when

selecting and managing chapter 11 counsel to ensure that bankruptcy professionals are subject to

the same client-driven market forces, scrutiny, and accountability as professionals in non-

bankruptcy engagements.

4. The Debtors determined that based on Bracewell’s extensive experience and the

exigencies of the Debtors’ bankruptcy filing, it was unnecessary to hold interviews and that

retention of Bracewell was a sound exercise of business judgment. Furthermore, Oliver Irwin, a

partner in Bracewell’s London office, has represented Debtor Seabras Bermuda since 2013. As

such, the Firm is well-versed in the Debtors’ business, as well as many other Debtor-specific issues

that will no doubt be critical in these Chapter 11 Cases.

5. Ultimately, the Debtors retained Bracewell because of Bracewell’s extensive

experience in corporate reorganizations, both out of court and under chapter 11 of the Bankruptcy

Code. More specifically, Bracewell is familiar with the Debtors’ businesses and the types of legal

issues that may arise in the context of these Chapter 11 Cases. I believe that Bracewell is both well

qualified and uniquely able to represent the Debtors in these Chapter 11 Cases in an efficient and

cost-effective manner.

RATE STRUCTURE

6. In my capacity as Chief Financial Officer, I am responsible for supervising outside

counsel retained by the Debtors in the ordinary course of business. Bracewell has informed the

Debtors that its rates for bankruptcy representations are comparable to the rates Bracewell charges


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for non-bankruptcy representations. Bracewell has informed the Debtors that Bracewell’s standard

hourly rates are subject to periodic adjustment in accordance with its firm policies.

COST SUPERVISION

7. The Debtors and Bracewell expect to develop a prospective budget and staffing

plan, to comply with the U.S. Trustee’s requests for information and additional disclosures, and

any orders of this Court, recognizing that in the course of these Chapter 11 Cases, there may be

unforeseeable fees and expenses that will need to be addressed by the Debtors and Bracewell. The

Debtors recognize that it is their responsibility to closely monitor the billing practices of their

counsel to ensure that the fees and expenses paid by the estates remain consistent with the Debtors’

expectations and the exigencies of these Chapter 11 Cases. The Debtors will continue to review

the invoices that Bracewell regularly submits, and, together with Bracewell, periodically amend

the budget and staffing plan as these Chapter 11 Cases develop.

8. The Debtors will bring discipline, predictability, client involvement, and

accountability to the counsel fees and expenses reimbursement process. While every chapter 11

case is unique, these budgets will provide guidance on the periods of time involved, the level of

the attorneys and professionals that will work on various matters, and projections of average hourly

rates for the attorneys and professionals for various matters.



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pro hac vice proposed counsel for debtors et al

Documents