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Full title: Order Authorizing the Retention and Employment of Willkie Farr & Gallagher LLP as Counsel to the Official Committee of Unsecured Creditors Nunc Pro Tunc to May 1, 2021 (Related Doc # [1280]) signed on 6/29/2021 (White, Greg)

Document posted on Jun 28, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Upon the application (the “Application”)2 of the Official Committee of Unsecured Creditors (the “Committee”) of Grupo Aeroméxico, S.A.B. de C.V. and its debtor affiliates, as debtors and debtors in possession in these proceedings (collectively, the “Debtors”), pursuant to sections 105(a), 328(a), 330, and 1103 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-1, authorizing the Committee to employ and retain Willkie Farr & Gallagher LLP (“Willkie” or the “Firm” ) as counsel, effective as of May 1, 2021; and upon the Miller Declaration and the Kerr Declaration (together, the “Declarations”); andon the representations made in the Declarations, that Willkie (a) does not hold or represent any interest adverse to the Debtors’ estates, (b) is a “disinterested person” as defined in section 101(14) of the Bankruptcy Code, and (c) does not represent any entity having an adverse interest in connection with the case as required by section 1103 of the Bankruptcy Code; and the Court having reviewed the Application and the Declarations; and the Court having determined that the legal and factual bases set forth in the Application and the Declarations establish good cause for the relief granted herein; and the relief requested in the Application being in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that: 1. Pursuant to sections 328 and 1103 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-1, and subject to the terms of this Order, the Committee is hereby authorized to employ and retain Willkie as its bankruptcy counsel to provide the following services, nunc pro tunc to May 1, 2021: a. advising the Committee in connection with its powers and duties under the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules;b. assisting and advising the Committee in its consultation with the Debtors relative to the administration of these cases; c. attending meetings and negotiating with the representatives of the Debtors and other parties-in-interest; d. assisting and advising the Committee in its examination and analysis of the conduct of the Debtors’ affairs; e. assisting and advising the Committee in connection with any sale of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code; f. assisting the Committee in the review, analysis, and negotiation of any chapter 11 plan(s) of reorganization or liquidation that may be filed, and assisting the Committee in the review, analysis, and negotiation of the disclosure statement accompanying any such plan(s); Prior to any increases in Willkie hourly rates, the Firm shall file a supplemental declaration with the Court and provide ten (10) business days’ notice to the Debtors and the U.S. Trustee, which supplemental declaration shal

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK       In re: Chapter 11 Case No. 20-11563 (SCC) GRUPO AEROMÉXICO, S.A.B. de C.V., et al., (Jointly Administered)   Debtors.1  ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF WILLKIE FARR & GALLAGHER LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO MAY 1, 2021 Upon the application (the “Application”)2 of the Official Committee of Unsecured Creditors (the “Committee”) of Grupo Aeroméxico, S.A.B. de C.V. and its debtor affiliates, as debtors and debtors in possession in these proceedings (collectively, the “Debtors”), pursuant to sections 105(a), 328(a), 330, and 1103 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-1, authorizing the Committee to employ and retain Willkie Farr & Gallagher LLP (“Willkie” or the “Firm” ) as counsel, effective as of May 1, 2021; and upon the Miller Declaration and the Kerr Declaration (together, the “Declarations”); and the Court having jurisdiction over this matter pursuant to 28 U.S.C. § 1334; and this proceeding being a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and venue of this proceeding and the Application in this Court being proper pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application having been given; and the Court having found that no other or further notice is needed or necessary; and the Court having found, based 1 The Debtors in these cases, along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de México, S.A. de C.V. 108984; Aerolitoral, S.A. de C.V. 217315; Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500. 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application.

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on the representations made in the Declarations, that Willkie (a) does not hold or represent any interest adverse to the Debtors’ estates, (b) is a “disinterested person” as defined in section 101(14) of the Bankruptcy Code, and (c) does not represent any entity having an adverse interest in connection with the case as required by section 1103 of the Bankruptcy Code; and the Court having reviewed the Application and the Declarations; and the Court having determined that the legal and factual bases set forth in the Application and the Declarations establish good cause for the relief granted herein; and the relief requested in the Application being in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that: 1. The Application is GRANTED to the extent provided herein. 2. Pursuant to sections 328 and 1103 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-1, and subject to the terms of this Order, the Committee is hereby authorized to employ and retain Willkie as its bankruptcy counsel to provide the following services, nunc pro tunc to May 1, 2021: a. advising the Committee in connection with its powers and duties under the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; b. assisting and advising the Committee in its consultation with the Debtors relative to the administration of these cases; c. attending meetings and negotiating with the representatives of the Debtors and other parties-in-interest; d. assisting and advising the Committee in its examination and analysis of the conduct of the Debtors’ affairs; e. assisting and advising the Committee in connection with any sale of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code;

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f. assisting the Committee in the review, analysis, and negotiation of any chapter 11 plan(s) of reorganization or liquidation that may be filed, and assisting the Committee in the review, analysis, and negotiation of the disclosure statement accompanying any such plan(s); g. taking all necessary actions to protect and preserve the interests of the Committee, including: (i) possible prosecution of actions on its behalf; (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved; and (iii) if appropriate, review and analysis of claims filed against the Debtors’ estates; h. generally preparing on behalf of the Committee all necessary motions, applications, answers, orders, reports, replies, responses, and papers in support of positions taken by the Committee; i. appearing, as appropriate, before this Court, the appellate courts, and the U.S. Trustee, and protecting the interests of the Committee before those courts and before the U.S. Trustee; and j. performing all other necessary legal services in these cases as directed by the Committee in connection with these Chapter 11 Cases. 3. Willkie shall be compensated in accordance with and will file interim and final fee applications for allowance of its compensation and expenses and shall be subject to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and applicable law. 4. Prior to any increases in Willkie hourly rates, the Firm shall file a supplemental declaration with the Court and provide ten (10) business days’ notice to the Debtors and the U.S. Trustee, which supplemental declaration shall explain the basis for the requested rate increases in accordance with section 330(a)(3)(F) of the Bankruptcy Code, and state whether the Committee has consented to such rate increases. 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. 5. Willkie will not seek to use affiliates, independent contractors, subcontractors or subsidiaries to perform services on behalf of the Committee without separate Court approval.

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6. Willkie shall use its best efforts to avoid any duplication of services provided by any of the Committee’s other retained professionals in these cases. 7. This Order shall be immediately effective and enforceable upon its entry, and the Committee is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 8. Willkie shall be reimbursed for reasonable and necessary documented expenses. 9. The Court retains jurisdiction with respect to all matters arising from or related to the implementation and interpretation of this Order. Dated: June 29, 2021 New York, New York /S/ Shelley C. Chapman THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

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