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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
) In re: ) Chapter 11 ) BRAZOS ELECTRIC POWER ) 1 COOPERATIVE, INC., ) Case No. 21-30725 (DRJ) ) Debtor. ) )
APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS AN ORDER (I) AUTHORIZING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN AND EMPLOY LAZARD FRÈRES & CO. LLC AS INVESTMENT BANKER EFFECTIVE AS OF APRIL 5, 2021 (II) MODIFYING CERTAIN TIME-KEEPING REQUIREMENTS, AND (III) GRANTING RELATED RELIEF
This application seeks an order that may adversely affect you. If you oppose the application, you should immediately contact the moving party to resolve the dispute. If you and the moving party cannot agree, you must file a response and send a copy to the moving party. You must file and serve your response within 21 days of the date this was served on you. Your response must state why the application should not be granted. If you do not file a timely response, the relief may be granted without further notice to you. If you oppose the application and have not reached an agreement, you must attend the hearing. Unless the parties agree otherwise, the court may consider evidence at the hearing and may decide the application at the hearing.
Represented parties should act through their attorney. The Official Committee of Unsecured Creditors (the “Committee”) appointed in the above- captioned proceeding (the “Chapter 11 Case”) of Brazos Electric Power Cooperative as debtor and debtor in possession (the “Debtor”) respectfully states as follows in support of this application (the
“Application”):
1 The Debtor in this chapter 11 case, along with the last four digits of its federal tax identification number, is: Brazos Electric Power Cooperative, Inc. (4729). Additional information regarding this case may be obtained on the website of the Debtor’s proposed claims and noticing agent at https://cases.stretto.com/Brazos. The Debtor’s address is 7616 Bagby Avenue, Waco, TX 76712
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Relief Requested
1. The Committee seeks entry of an order, substantially in the form attached hereto (the
“Proposed Order”): (i) authorizing and approving the employment and retention of Lazard Frères
& Co. LLC (“Lazard”) as investment banker to the Committee as of April 5, 2021; (ii) modifying certain time-keeping requirements; and (iii) granting related relief, all in accordance with the terms and subject to the conditions set forth in the engagement letter, dated as of April 5, 2021 (the
“Engagement Letter”) (including the indemnity, exculpation, contribution, and other provisions set forth in Exhibit A to the Engagement Letter (the “Indemnity Provisions”)), a copy of which is attached as Exhibit 1 to the Proposed Order. In support of the Application, the Committee submits
(i) the Declaration of Tyler Cowan, a managing director at Lazard (the “Cowan Declaration”), attached hereto as Exhibit A, and (ii) the Declaration of Michael Strollo, on behalf of the
Committee (the “Client Declaration”), attached hereto as Exhibit B.
Jurisdiction, Venue, and Statutory Bases for Relief
2. The United States Bankruptcy Court for the Southern District of Texas (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b). The Committee confirms its consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court.
3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
4. The bases for the relief requested herein are sections 328(a) and 1103 of title 11 of the United States Code (the “Bankruptcy Code”), Bankruptcy Rules 2014(a) and 2016(a), and rules
2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern District of Texas (the “Local
Rules”).
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Background
5. On March 1, 2021 (the “Petition Date”), the Debtor filed a voluntary petition under chapter 11 of the Bankruptcy Code in this Court. The Debtor is authorized to operate its businesses and manage its properties as debtor in possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code. No trustee or examiner has been appointed in this case.
6. On March 15, 2021, the Office of the United States Trustee for the Southern District of Texas (the “U.S. Trustee”) appointed the Committee in this Chapter 11 Case [Docket No. 261].
The Committee was reconstituted by the U.S. Trustee on March 24, 2021 [Docket No. 285]. The
Committee consists of the following four members: (i) MUFG Bank, Ltd.; (ii) Pension Benefit
Guaranty Corporation; (iii) Stefano Rossolillo; and (iv) Leslie Hixson.
7. The Committee selected Kramer Levin Naftalis & Frankel LLP and Porter Hedges
LLP as its counsel on March 17, 2021. On March 22, 2021, the Committee selected FTI
Consulting, Inc. as its financial advisor. On April 5, 2021, the Committee selected Lazard as its investment banker.
Lazard’s Qualifications
8. In light of the complexity of this chapter 11 case, the Committee requires a qualified and experienced investment banker with the resources, capabilities, and experience of Lazard. An investment banker such as Lazard fulfills a critical role by complementing the services provided by the Committee’s other professionals.
9. Lazard is a preeminent investment banking and financial advisory firm focused on providing investment banking, financial advice, and transaction execution on behalf of its clients.
Lazard’s broad range of corporate advisory services includes general financial advice, corporate restructurings, domestic and cross-border mergers and acquisitions, divestitures, privatizations, special committee assignments, takeover defenses, and strategic partnerships and joint ventures.
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10. Lazard and its senior professionals have extensive experience in the reorganization and restructuring of troubled companies, both out-of-court and in chapter 11 cases. Since 1990,
Lazard’s professionals have been involved in more than 250 restructurings, totaling more than $1 trillion in debtors’ liabilities. Lazard’s professionals have been retained as investment bankers in a number of troubled company situations, including, among others, the following chapter 11 cases:
In re FTS International, Inc., No. 20-34622 (DRJ) (Bankr. S.D. Tex. 2020); In re Valaris PLC,
No. 20-34114 (MI) (Bankr. S.D. Tex. 2020); In re Neiman Marcus Group LTD LLC, No. 20-32519
(DRJ) (Bankr. S.D. Tex. 2020); In re Pyxus International, Inc., No. 20-11570 (LSS) (Bankr. D.
Del. 2020); In re 24 Hour Fitness Worldwide, Inc., No. 20-11558 (Bankr. D. Del. 2020); In re J.C.
Penney Company, Inc., No. 20-20182 (DRJ) (Bankr. S.D. Tex. 2020); In re Hi-Crush Inc., No. 20-
33495 (DRJ) (Bankr. S.D. Tex. 2020); In re Pioneer Energy Services Corp., No. 20-31425 (DRJ)
(Bankr. S.D. Tex. 2020); In re Forever 21, Inc., No. 19-12122 (KG) (Bankr. D. Del. 2019); In re
Weatherford International PLC, No. 19-33694 (DRJ) (Bankr. S.D. Tex. 2019); In re Insys
Therapeutics, Inc., No. 19-11292 (KG) (Bankr. D. Del. 2019); In re Sears Holdings Corporation,
No. 18-23538 (RDD) (Bankr. S.D.N.Y. 2018); In re FirstEnergy Solutions Corp., No. 18-50757
(Bankr. N.D. Ohio 2018); In re Claire’s Stores, Inc., No. 18-10584 (MFW) (Bankr. D. Del. 2018);
In re CGG Holding (U.S.) Inc., No. 17-11637 (MG) (Bankr. S.D.N.Y. 2017); In re Toys “R” Us,
Inc., No. 17-34665 (KLP) (Bankr. E.D. Va. 2017); In re The Gymboree Corp., No. 17-32986
(KLP) (Bankr. E.D. Va. 2017); In re Stone Energy Corp., No. 16-36390 (MI) (Bankr. S.D. Tex.
2017); RCS Capital Corp., No. 16-10223 (MFW) (Bankr. D. Del. 2016); In re LINN Energy, LLC,
No. 16-60040 (Bankr. S.D. Tex. 2016); In re Peabody Energy Corp., No. 16-42529 (Bankr. E.D.
Mo. 2016); In re Paragon Offshore plc, No. 16-10386 (CSS) (Bankr. D. Del. 2016); In re Hercules
Offshore, Inc., No. 15-11685 (KJC) (Bankr. D. Del. 2015); In re Sabine Oil & Gas Corp., No. 15-
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11835 (SCC) (Bankr. S.D.N.Y. 2015); In re Chassix Holdings, Inc., No. 15-10578 (MEW) (Bankr.
S.D.N.Y. 2015); In re Dendreon Corp., No. 14-12515 (LSS) (Bankr. D. Del. 2014); In re Legend
Parent, Inc., No. 14-10701 (RG) (Bankr. S.D.N.Y. 2014); In re AWI Delaware, Inc., No. 14-12092
(KJC) (Bankr. D. Del. 2014); In re QCE Finance LLC, No. 14-10543 (PJW) (Bankr. D. Del. 2014).
Accordingly, Lazard has developed significant relevant experience and expertise that will enable
Lazard and its professionals to provide necessary investment banking services in this Chapter 11
Case.
11. The Committee submits this Application because of its need to retain an investment banker to assist it in the critical tasks associated with guiding the Committee through the Debtor’s reorganization efforts. The Committee respectfully submits that the services of an investment banker are necessary and appropriate to enable it to evaluate the complex financial and economic issues raised by the Debtor’s reorganization proceedings and to effectively fulfill its statutory duties.
12. The Committee reviewed materials submitted by Lazard prior to selecting it as the
Committee’s investment banker. Such selection was based on the Committee’s determination that
Lazard is the best candidate for the services to be provided and that its proposed fee structure is competitive and appropriate given the Committee’s understanding of the facts and circumstances of the Chapter 11 Case. Moreover, the Committee selected Lazard to act as its investment banker in the Chapter 11 Case because of Lazard’s significant expertise in providing investment banking services to the debtors and creditors in restructurings and distressed situations.
13. Pursuant to section 1103(a) of the Bankruptcy Code, a committee may retain advisors to assist in a chapter 11 case. See 11 U.S.C. § 1103(a). In this case, the Committee requires qualified professionals to render these essential investment banking services. As
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discussed above, Lazard has substantial expertise as an investment banker in complex chapter 11 cases and is well qualified to perform these services and to assist the Committee in this case.
Services to Be Rendered
14. Lazard has agreed to continue to provide services to the Committee in accordance with the terms and conditions set forth in the Engagement Letter. The terms of the Engagement
Letter reflect the mutual agreement between the Committee and Lazard as to the substantial efforts required of Lazard throughout the course of these proceedings. The Engagement Letter provides, in consideration for the compensation contemplated thereby, that Lazard will, to the extent reasonably requested by the Committee, perform the following investment banking services
(collectively, the “Services”):2
(a) review and analyze the business, operations, liquidity, assets and liabilities, financial condition, and prospects of the Debtor;
(b) review and analyze the Debtor’s business plan;
(c) evaluate the Debtor’s debt capacity in light of its projected cash flows;
(d) review and provide an analysis of any proposed capital structure for the Debtor;
(e) review and provide an analysis of any valuation of the Debtor or its assets;
(f) advise and attend meetings of the Committee as well as meetings with the Debtor or other third parties as appropriate in connection with the matters set forth herein;
(g) advise and assist the Committee in evaluating the financial aspects of any potential DIP loans or other financing by the Debtor;
(h) review, analyze, and advise the Committee with respect to the existing debt structures of the Debtor, and potential refinancing alternatives for existing debt;
2 In the event of any inconsistency between the description of the Services as set forth herein and the Engagement Letter, the Engagement Letter shall control. Also, capitalized terms not otherwise defined in this description of the Services shall have the meanings ascribed to such terms in the Engagement Letter.
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(i) advise and assist the Committee in analyzing strategic alternatives potentially available to the Debtor;
(j) review and provide an analysis of any restructuring plan (as the same may be modified from time to time, a “Plan”) proposed by any party;
(k) review and provide an analysis of any new securities, other consideration or inducements to be offered and/or issued under a Plan or otherwise;
(l) advise the Committee on tactics and strategies, other consideration or other inducements to be offered and/or issued under a Plan or otherwise;
(m) provide testimony, as necessary, with respect to matters on which we have been engaged to advise the Committee in any proceeding before the Court;
(n) review and evaluate any bids or offers for the purchase of all or a portion of the Debtor’s assets or securities;
(o) advise and assist the Committee in analyzing the financial impact of any legislative and/or regulatory proposals on the Debtor’s operations; and
(p) provide the Committee with other financial restructuring advice.
Professional Compensation
15. Subject to Court approval, and in accordance with the Bankruptcy Code, the
Bankruptcy Rules, and the Local Rules, the Debtor will compensate Lazard in accordance with the terms and provisions of the Engagement Letter, which provides a compensation and expense reimbursement structure (the “Fee and Expense Structure”) in relevant part as follows:3
(a) Monthly Fee. A monthly fee (the “Monthly Fee”) of $150,000 for each month of Lazard’s engagement. The Monthly Fee for the month of April 2021 shall be payable pro-rated such that Lazard shall not be paid for the first five (5) days of the month.
50% of all Monthly Fees paid in respect of any month following the sixth (6th) month of this engagement shall be credited (without duplication) against any Restructuring Fee (defined below). Commencing with the
3 In the event of any inconsistency between the description of the Fee and Expense Structure as set forth herein and the Engagement Letter, the Engagement Letter shall control. Also, capitalized terms not otherwise defined in this description of the Fee and Expense Structure shall have the meanings ascribed to such terms in the Engagement Letter.
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twenty-fifth (25th) month of this engagement, the Monthly Fees shall not be credited.
(b) Restructuring Fee. A fee payable upon the consummation of a Restructuring, equal to $3,250,000 (the “Restructuring Fee”).
(c) Expense Reimbursement. In addition to any fees that may be payable to Lazard and, regardless of whether any transaction occurs, the Debtor shall promptly reimburse Lazard for all reasonable expenses incurred by Lazard (including travel and lodging, data processing and communications charges, courier services, and other expenditures) and the reasonable fees and expenses of counsel, if any, retained by Lazard.
16. The Fee and Expense Structure was agreed upon by the parties in anticipation that a substantial commitment of professional time and effort would be required of Lazard and its professionals, that such commitment may foreclose other opportunities for Lazard, and that the actual time and commitment required of Lazard and its professionals to perform the services hereunder may vary substantially from week to week or month to month. Additionally, the Fee and Expense Structure was established to reflect the difficulty of the extensive assignments Lazard expects to undertake, as well as the potential for failure. The Committee thus believes that the Fee and Expense Structure is reasonable.
17. Lazard’s strategic and financial expertise as well as its capital markets knowledge, financing skills, restructuring capabilities, and mergers and acquisitions expertise, some or all of which may be required by the Committee during the term of Lazard’s engagement hereunder, were important factors in determining the Fee and Expense Structure. The Committee believes that the ultimate benefit of Lazard’s services hereunder cannot be measured by reference to the number of hours to be expended by Lazard’s professionals in the performance of such services.
18. It is not the general practice of investment banking and financial services firms, including Lazard, to keep detailed time records similar to those customarily kept by attorneys, nor do such investment banking and financial services firms keep time records on a “project category”
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basis. Notwithstanding that Lazard does not charge for its services on an hourly basis, Lazard intends to file interim and final fee applications (as applicable) for the allowance of compensation for services rendered and reimbursement of expenses incurred. Such applications will include time records setting forth, in a summary format, a description of the services rendered by each professional and the amount of time spent on each date by each such individual in rendering services on behalf of the Committee. Because Lazard does not ordinarily maintain contemporaneous time records in one-tenth-hour (.1) increments or provide or conform to a schedule of hourly rates for its professionals, Lazard will file time records in half-hour
(.5) increments. Lazard also will maintain detailed records of any actual and necessary costs and expenses incurred in connection with the Services discussed above. Lazard’s applications for compensation and expenses will be paid by the Debtor upon approval by this Court.
19. Lazard has not shared or agreed to share any compensation to be paid on behalf of the Committee with any other person, other than principals and employees of Lazard, in accordance with section 504 of the Bankruptcy Code.
20. The Committee and Lazard negotiated the Fee and Expense Structure to function as and be an interrelated, integrated unit, in correspondence with Lazard’s services, which Lazard renders not in parts, but as a whole. It would be contrary to the intention of Lazard and the
Committee for any isolated component of the entire Fee and Expense Structure to be treated as sufficient consideration for any isolated portion of Lazard’s services. Instead, the Committee and
Lazard intend that Lazard’s services be considered and be compensated by the Fee and Expense
Structure in its entirety.
21. The terms and conditions of the Engagement Letter were negotiated by the
Committee at arm’s length and in good faith. After discussions and arm’s length negotiations, the
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Committee believes that the Fee and Expense Structure described above and in the Engagement
Letter are consistent with, and typical of, compensation arrangements entered into by Lazard and other comparable firms in connection with the rendering of similar services under similar circumstances is reasonable, market-based, and merited by Lazard’s restructuring expertise.
22. Accordingly, as more fully described below, the Committee believes that this Court should approve Lazard’s retention subject solely to the standard of review set forth in section
328(a) of the Bankruptcy Code and that Lazard’s compensation should not be subject to any additional standard of review under section 330 of the Bankruptcy Code.
Indemnification and Related Provisions
23. The Engagement Letter provides that a material part of the consideration for Lazard to furnish its services under the Engagement Letter is the Debtor’s agreement to the Indemnity
Provisions which provide, without limitation, that the Debtor will, among other things, indemnify, hold harmless, and provide contribution and reimbursement to Lazard and its affiliates, and the respective directors, officers, members, employees, agents or controlling persons of each of the foregoing under certain circumstances.4
24. The Committee and Lazard believe that the Indemnity Provisions are customary and reasonable for financial advisory and investment banking engagements, both in- and out-of- court, and reflect the qualifications and limitations on indemnification provisions that are customary in this District and other jurisdictions. Similar indemnification arrangements have been approved and implemented in other large chapter 11 cases by courts in this jurisdiction.
4 To the extent there is any inconsistency between this Application’s summary of the Indemnity Provisions and the actual terms of the Indemnity Provisions the terms of the Indemnity Provisions shall control.
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25. The Committee believes that the Indemnity Provisions, and viewed in conjunction with the other terms of Lazard’s proposed retention and the importance of the Services that Lazard will provide to the Committee, are reasonable and in the best interests of the Committee, the
Debtor, its estate, and its creditors. Accordingly, as part of this Application, the Committee requests that the Court approve the Indemnity Provisions and the obligations contained therein.
No Duplication of Services
26. The services provided by Lazard are intended to complement, and not duplicate, the services rendered by other professionals retained in this Chapter 11 Case. Specifically, the
Committee has selected FTI to provide restructuring and financial advisory services to the
Committee. The investment banking services that Lazard will provide to the Committee are separate and distinct from the restructuring and advisory services to be performed by FTI. The
Committee will direct Lazard and FTI to coordinate with one another on the services provided to the Committee to avoid any unnecessary duplication of services by either professional during the pendency of this Chapter 11 Case; provided, however, that Lazard shall not be responsible for and shall not incur any liability from the services provided by FTI.
Disinterestedness
27. In connection with the proposed retention by the Committee in this chapter 11 case,
Lazard has received a list of parties in interest from the Debtor, along with the names and certain supplemental parties in interest suggested by counsel to the Committee attached as Schedule 1 to the Cowan Declaration.
28. To the best of the Committee’s knowledge, information, and belief, Lazard is a
“disinterested person” within the meaning of section 101(14) of the Bankruptcy Code. If any new material facts or relationships are discovered, Lazard will promptly inform the Court as required by Bankruptcy Rule 2014(a).
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Relief Requested Should Be Granted
29. The Committee seeks approval of the Engagement Letter, including the Fee
Structure and Indemnity Provisions contained therein, pursuant to sections 328(a) and 1103(a) of the Bankruptcy Code. Section 1103(a) provides that a committee, with the court’s approval, “may select and authorize the employment . . . of one or more attorneys, accountants, or other agents, to represent or perform services for such committee.” 11 U.S.C. § 1103(a). Section 328(a) in turn provides, in relevant part, that a committee “may employ or authorize the employment of a professional person under section . . . 1103 of this title . . . on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis . . .” 11 U.S.C. § 328(a). Accordingly, section 328(a) of the Bankruptcy
Code permits the compensation of professionals, including investment bankers, on flexible terms that reflect the nature of their services and market conditions.
Thus, section 328 is a significant departure from prior bankruptcy practice relating to the compensation of professionals. Indeed, as the United States Court of Appeals for the Fifth Circuit recognized in Donaldson Lufkin & Jenrette Securities Corp. v. National Gypsum (In re National Gypsum Co.), 123 F.3d 861, 862 (5th Cir. 1997): Prior to 1978 the most able professionals were often unwilling to work for bankruptcy estates where their compensation would be subject to the uncertainties of what a judge thought the work was worth after it had been done. That uncertainty continues under the present § 330 of the Bankruptcy Code, which provides that the court award to professional consultants “reasonable compensation” based on relevant factors of time and comparable costs, etc. Under present § 328 the professional may avoid that uncertainty by obtaining court approval of compensation agreed to with the trustee (or debtor or committee).
Id. (internal citations omitted).
30. Furthermore, the Bankruptcy Abuse Prevention and Consumer Protection Act of
2005 amended section 328(a) of the Bankruptcy Code as follows:
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The trustee, or a committee appointed under section 1102 of this title, with the court’s approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.
11 U.S.C. § 328(a) (emphasis added). This change makes clear that the Committee may retain, with Court approval, a professional on a fixed or percentage fee basis such as the Fee and Expense
Structure provided for in the Engagement Letter.
31. The Committee believes that the Engagement Letter, including the Fee and Expense
Structure, and the Indemnification Provisions contain reasonable terms and conditions of employment and should be approved under section 328(a) of the Bankruptcy Code. The Fee and
Expense Structure adequately reflects (a) the nature of the services to be provided by Lazard and
(b) fee and expense structures and indemnification provisions typically utilized by Lazard and other leading investment banking firms, which do not bill their time on an hourly basis and generally are compensated on a transactional basis. In particular, the Committee believes the Fee and Expense Structure creates a proper balance between fixed monthly fees and contingency fees based on the successful raises of new capital and the overall success of these chapter 11 cases.
Moreover, Lazard’s substantial experience with respect to investment banking services further supports the reasonableness of the Fee and Expense Structure.
32. Further, the Court has the discretion to issue an order approving the retention of an estate professional pursuant to the Local Rules and the Procedures for Complex Cases in the
Southern District of Texas (“Complex Case Procedures”). See Local Rule 2014-1(b); Complex
Case Procedures ¶ 44. The employment of Lazard is appropriate under the facts and circumstances of this case and would not prejudice any parties-in-interest.
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33. Moreover, as further discussed herein and in the Cowan Declaration, Lazard satisfies the disinterestedness standard in section 1103(b) of the Bankruptcy Code, which provides that a committee professional may not, while employed by such committee, represent in connection with the case any other entity having an adverse interest in connection with the case.
See 11 U.S.C. § 1103(b).
34. The Committee submits that for all the reasons stated above, the retention and employment of Lazard as investment banker to the Committee is warranted under sections 328(a) and 1103 of the Bankruptcy Code. Further, as described in the Cowan Declaration, Lazard does not represent any entity in connection with the Debtor’s case other than the Committee, is a
“disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code, and does not represent or hold any interest adverse to the interests of the Debtor’s estate with respect to the matters for which it is to be employed.
Notice
35. Notice of this Application shall be given to: (a) the U.S. Trustee; (b) counsel to the
Debtor; and (c) all other parties on the Debtor’s Master Service List [Docket No. 455].
No Previous Request
36. No previous request for the relief sought herein has been made by the Committee to this or any other court.
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WHEREFORE the Committee respectfully requests that the Court grant the relief requested herein and such other and further relief as it deems just and proper.
Dated: May 4, 2021 THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF BRAZOS ELECTRIC POWER COOPERATIVE
By: ______
Michael Strollo on behalf of the Pension Benefit Guaranty Corporation solely in its capacity as representative of the Official Committee of Unsecured Creditors of Brazos Electric Power Cooperative, and not in any other capacity
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Exhibit A
Cowan Declaration
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 2 of 37
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
) In re: ) Chapter 11 ) BRAZOS ELECTRIC POWER 1 COOPERATIVE, INC., ) Case No. 21-30725 (DRJ) ) Debtor. ) )
DECLARATION OF TYLER COWAN IN SUPPORT OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS’ TO RETAIN AND EMPLOY LAZARD FRÈRES & CO. LLC AS INVESTMENT BANKER EFFECTIVE AS OF APRIL 5, 2021, (II) MODIFYING CERTAIN TIME-KEEPING REQUIREMENTS, AND (III) GRANTING RELATED RELIEF
I, Tyler Cowan, declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury that:
1. I am a Managing Director of the firm Lazard Frères & Co. LLC (“Lazard”), which has its principal office at 30 Rockefeller Plaza, New York, New York 10020. I am authorized to execute this Declaration on behalf of Lazard and in support of the Official Committee of
Unsecured Creditors of Brazos Electric Power Cooperative, Inc. (the “Committee”) application
(the “Application”)2 for entry of an order authorizing the Committee to retain and employ Lazard as their sole investment banker in this Chapter 11 Case, effective as of April 5, 2021. Unless
1 The Debtor in this chapter 11 case, along with the last four digits of its federal tax identification number is: Brazos Electric Power Cooperative, Inc. (4729). Additional information regarding this case may be obtained on the website of the Debtor’s proposed claims and noticing agent at https://cases.stretto.com/Brazos. The Debtor’s address is 7616 Bagby Avenue, Waco, TX 76712
2 Capitalized terms not otherwise defined herein shall have the meanings given to them in the Application.
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otherwise stated in this Declaration, I have personal knowledge of the facts set forth herein.3
Lazard was retained by the Committee on April 5, 2021 pursuant to the Engagement Letter.
2. Lazard is a preeminent international financial advisory and asset management firm.
Lazard, together with its predecessors and affiliates, has been advising clients around the world for over 150 years. Lazard has dedicated professionals who provide restructuring services to its clients and the current managing directors, directors, vice presidents, and associates of Lazard have extensive experience working with financially troubled companies in complex financial restructurings out-of-court and in chapter 11 proceedings. Lazard and its principals have been involved as advisor to debtor, creditor, and equity constituencies and government agencies in many reorganization cases. Since 1990, Lazard and its affiliates have been involved in more than 250 restructurings, totaling more than $1 trillion in debtor liabilities.
3. Notably, Lazard’s professionals have been retained as investment bankers in a number of troubled company situations, including, among others, the following chapter 11 cases:
In re FTS International, Inc., No. 20-34622 (DRJ) (Bankr. S.D. Tex. 2020); In re Valaris PLC,
No. 20-34114 (MI) (Bankr. S.D. Tex. 2020); In re Neiman Marcus Group LTD LLC, No. 20-32519
(DRJ) (Bankr. S.D. Tex. 2020); In re Pyxus International, Inc., No. 20-11570 (LSS) (Bankr. D.
Del. 2020); In re 24 Hour Fitness Worldwide, Inc., No. 20-11558 (Bankr. D. Del. 2020); In re J.C.
Penney Company, Inc., No. 20-20182 (DRJ) (Bankr. S.D. Tex. 2020); In re Hi-Crush Inc., No. 20-
33495 (DRJ) (Bankr. S.D. Tex. 2020); In re Pioneer Energy Services Corp., No. 20-31425 (DRJ)
(Bankr. S.D. Tex. 2020); In re Forever 21, Inc., No. 19-12122 (KG) (Bankr. D. Del. 2019); In re
Weatherford International PLC, No. 19-33694 (DRJ) (Bankr. S.D. Tex. 2019); In re Insys
3 Certain disclosures herein relate to matters within the personal knowledge of other professionals at Lazard and are based on information provided by them.
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Therapeutics, Inc., No. 19-11292 (KG) (Bankr. D. Del. 2019); In re Sears Holdings Corporation,
No. 18-23538 (RDD) (Bankr. S.D.N.Y. 2018); In re FirstEnergy Solutions Corp., No. 18-50757
(Bankr. N.D. Ohio 2018); In re Claire’s Stores, Inc., No. 18-10584 (MFW) (Bankr. D. Del. 2018);
In re CGG Holding (U.S.) Inc., No. 17-11637 (MG) (Bankr. S.D.N.Y. 2017); In re Toys “R” Us,
Inc., No. 17-34665 (KLP) (Bankr. E.D. Va. 2017); In re The Gymboree Corp., No. 17-32986
(KLP) (Bankr. E.D. Va. 2017); In re Stone Energy Corp., No. 16-36390 (MI) (Bankr. S.D. Tex.
2017); RCS Capital Corp., No. 16-10223 (MFW) (Bankr. D. Del. 2016); In re LINN Energy, LLC,
No. 16-60040 (Bankr. S.D. Tex. 2016); In re Peabody Energy Corp., No. 16-42529 (Bankr. E.D.
Mo. 2016); In re Paragon Offshore plc, No. 16-10386 (CSS) (Bankr. D. Del. 2016); In re Hercules
Offshore, Inc., No. 15-11685 (KJC) (Bankr. D. Del. 2015); In re Sabine Oil & Gas Corp., No. 15-
11835 (SCC) (Bankr. S.D.N.Y. 2015); In re Chassix Holdings, Inc., No. 15-10578 (MEW) (Bankr.
S.D.N.Y. 2015); In re Dendreon Corp., No. 14-12515 (LSS) (Bankr. D. Del. 2014); In re Legend
Parent, Inc., No. 14-10701 (RG) (Bankr. S.D.N.Y. 2014); In re AWI Delaware, Inc., No. 14-12092
(KJC) (Bankr. D. Del. 2014); In re QCE Finance LLC, No. 14-10543 (PJW) (Bankr. D. Del. 2014).
4. In connection with the proposed retention by the Committee in this Chapter 11
Case, Lazard has received a list of parties in interest from the Debtor, along with the names and certain supplemental parties in interest suggested by counsel to the Committee attached as
Schedule 1 annexed hereto (the “Potential Parties in Interest”).4 Lazard then compared the names of the Potential Parties in Interest with the names of entities that have entered into engagement agreements with Lazard in the last three years. To the extent that this inquiry revealed that any of
4 Upon information and belief, Schedule 1 was relied upon by the Debtor’s professionals in conducting their searches in connection with their retention application. Counsel to the Committee added additional names to Schedule 1, including additional categories (“Debtor’s Professionals,” Committee Professionals,” and “Official Committee of Unsecured Creditors”), to supplement the Debtor’s retention checklist.
3 Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 5 of 37
the Potential Parties in Interest (or any of their known or apparent affiliates) entered into any such engagement agreements with Lazard within the last three years, such parties are listed on
Schedule 2 annexed hereto. To the best of my knowledge and belief, Lazard’s representation of each entity listed on Schedule 2 (or its known or apparent affiliates) was or is only on matters that are unrelated to this Chapter 11 Case.
5. Other than as listed on Schedule 2, I am unaware of any engagement agreements of Lazard with the Potential Parties in Interest within the last three years. Given the size of Lazard and the breadth of Lazard’s client base, however, it is possible that Lazard may now or in the future be retained by one or more of the Potential Parties in Interest in unrelated matters without my knowledge.
6. In addition to the parties listed on Schedule 2, Lazard may also represent, or may have represented, affiliates, equity holders or sponsors of Potential Parties in Interest and Lazard may have worked with, continue to work with, have or had mutual clients with, been represented by and/or advised certain accounting and law firms that are Potential Parties in Interest (and, in the case of law firms, may have entered into engagement agreements in which the law firm was named as client although the work was performed for a mutual client of Lazard’s and the applicable law firm). Lazard may also represent, or may have represented in the past, committees or groups of lenders or creditors in connection with certain restructuring or refinancing engagements, which committees or groups include, or included, entities that are Potential Parties in Interest. Certain of the Potential Parties in Interest may also be vendors and/or have other non-investment banking relationships with Lazard.
7. Although Lazard has researched the Potential Parties in Interest list, the Debtor may also have numerous customers, creditors, competitors, and other parties with whom they maintain
4 Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 6 of 37
business relationships that are not included as Potential Parties in Interest and with whom Lazard may maintain business relationships. Additionally, Lazard is a U.S. operating subsidiary of an international financial advisory and asset management firm that has several legally separate and distinct affiliates. Although it is possible that employees of certain affiliates may assist Lazard in connection with Lazard’s engagement, as Lazard is the only entity being retained by the
Committee, except as otherwise stated herein, we have researched only the electronic client files and records of Lazard, not of all of its affiliates, to determine relationships with any Potential
Parties in Interest.
8. In addition, as of the date hereof, Lazard and its affiliates have approximately 2,900 employees worldwide. It is possible that certain of Lazard’s and its affiliates’ respective directors, officers, and employees may have had in the past, may currently have, or may in the future have connections to (i) the Debtor, (ii) Potential Parties in Interest in this Chapter 11 Case, or (iii) funds or other investment vehicles that may own debt or securities of the Debtor or other Potential Parties in Interest.
9. Prior to filing the Application, Lazard confirmed that it and its financial advisory affiliates (the “Financial Advisory Affiliates”) do not hold any debt or equity securities of the
Debtor. Lazard also confirmed that its Financial Advisory Affiliates are not engaged to advise any
Potential Party in Interest in connection with this Chapter 11 Case. In addition, Lazard maintains a conflicts clearance system to ensure that any new or potential engagement by a creditor, competitor or other interested party, in each case in connection with this Chapter 11 Case, would not be approved to move forward.
10. Lazard is wholly-owned by Lazard Group LLC, which is the primary holding company subsidiary of Lazard Ltd, a public company listed on the NYSE (together, Lazard Group
5 Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 7 of 37
LLC and Lazard Ltd, the “Parent Entities”). Lazard is a separate legal entity and is an SEC- and
FINRA-regulated broker-dealer business of the Parent Entities. Lazard also has asset management affiliates, Lazard Asset Management LLC (“LAM”) and Lazard Frères Gestion SAS (“LFG”), and an affiliate, Edgewater HoldCo LLC, that hold interests in the management companies for certain private funds (“Edgewater” and collectively, the “Asset Management Affiliates”). Lazard, however, is the only entity being retained by the Debtors and Reorganized Debtors, and no employees of the Parent Entities or any other affiliates of Lazard (including the Financial Advisory
Affiliates and the Asset Management Affiliates) will be engaged to advise the Committee in this
Chapter 11 Case.
11. Lazard hereby confirms that its Parent Entities have not entered into engagement agreements with the Potential Parties in Interest (or their apparent affiliates or entities that Lazard believes to be affiliates, as the case may be) within the last three years. Also, no Parent Entity has a relationship with the Debtor of which Lazard is aware after due inquiry.
12. As noted, Lazard also has asset management affiliates, LAM, LFG, and Edgewater.
Although Lazard receives payments from LAM, LFG, and Edgewater generated by their respective business operations, each of LAM, LFG, and Edgewater is operated as a separate and distinct affiliate and is separated from Lazard’s other businesses. As part of their regular business operations, LAM and LFG may act as investment advisor for or trade securities (including in discretionary client accounts, and through the operation of hedge funds and mutual funds, in which cases investment decisions are made by LAM or LFG), including on behalf of creditors, equity holders or other parties in interest in these cases, and Lazard or its respective affiliates, managing directors and employees. Some of these LAM or LFG accounts and funds may have held, may now hold, or may in the future hold debt or equity securities of the Debtor or the Debtor’s creditors,
6 Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 8 of 37
equity holders, or other parties in interest in this case, and LAM or LFG may have relationships with such parties. Furthermore, some of the investment funds managed by Edgewater may have held, may now hold or may in the future hold debt or equity securities of the Debtor or the Debtor’s creditors, equity holders, or other parties in interest in this case. Additionally, the Debtor, its creditors, equity holders, or other parties in interest in these cases, and Lazard or its affiliates, managing directors, and employees, may be investors in investment funds that are managed by
Edgewater.
13. The Asset Management Affiliates are not involved in the Committee’s engagement of Lazard in any capacity. Moreover, Lazard has compliance procedures in place to ensure that
(i) no third-party confidential or non-public information received by Lazard and/or the Financial
Advisory Affiliates has been or will be available to employees of the Asset Management Affiliates, and (ii) no third-party confidential or non-public information received by the Asset Management
Affiliates has been or will be available to employees of Lazard and/or the Financial Advisory
Affiliates. These procedures consist of, among other things:
(a) no shared or common spaces between Lazard and the Financial Advisory Affiliates, on the one hand, and the Asset Management Affiliates, on the other hand;
(b) keycard restricted access between Lazard and Financial Advisory Affiliates spaces, on the one hand, and Asset Management Affiliates spaces, on the other hand; and
(c) system-email and file restrictions that (i) generally prevent emails and sharing of files between employees of Lazard and the Financial Advisory Affiliates, on the one hand, and Asset Management Affiliates employees, on the other hand, and (ii) capture emails that are transmitted between those groups for review by Lazard’s legal and compliance department.
14. Lazard and all of its direct and indirect affiliates, including the Financial Advisory
Affiliates and Asset Management Affiliates, are ultimately owned directly or indirectly by the
7 Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 9 of 37
Parent Entities. However, the Asset Management Affiliates are operated separately from Lazard and the Financial Advisory Affiliates. Additionally, other than members of certain “control groups” such as compliance, legal and IT and members of senior management, who are tasked with, among other things, general management responsibilities or supervising and monitoring the various businesses’ compliance with the aforementioned information barriers and/or other policies and procedures of Lazard, no officer, director or employee of Lazard, on the one hand, is an officer, director or employee of the operating entities in the Asset Management Affiliates, on the other hand.
15. In addition to the procedures described in paragraph 13 above regarding the separation of Lazard and/or the Financial Advisory Affiliates and the Asset Management
Affiliates, policies applicable to employees of Lazard and the Financial Advisory Affiliates include a “need to know” policy regarding the handling of sensitive information. Such employees periodically re-affirm their knowledge of and compliance with such policies and procedures.
16. The Indemnity Provisions include standard and customary terms contained in
Lazard’s engagement letters both in and outside of bankruptcy cases. Based on my experience in the market for investment banking services, the Indemnity Provisions are similar to the indemnification provisions in engagement letters of other similarly situated investment banking firms in engagements both in and outside of bankruptcy.
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: May 4, 2021 Respectfully submitted,
Name: Tyler Cowan Title: Managing Director Lazard Frères & Co. LLC
8 Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 10 of 37
Schedule 11
Parties in Interest
Debtor Kelton Kerry (Mgr.-Mid South) Brazos Electric Power Cooperative, Inc. Krahl, Robert - Smec Director Jac Lane, Bennie Directors Lasater, Cody Alexander, Kenneth Lee Don -Director Tri County 4/99 Allen, William L Lemons Gerald W-- (Manager-Hilco) Ancell, Larry Dale Lesley, Alan Bays, Larry (Director) Lewis,Robert T. Jr Berend, Adam Lightfoot, Bryan (Home Address) Beth Mcginty Marek, Joe Bradford Henry J (Dir. Bartlett-7/21/99) Martin, David Calhoun James (Mgr.Navasota Valley) Mcginty, Beth Camp, Kenneth Mclennan County Electric Coop Cantrell, Thomas Mcwhorter Dennis (Mid-So) Carlisle, Monty Miller, Larry Cobb, Jerry Montgomery, Kendall Corbett, Larry Morris, Audie Craddock, N L Muir, Richard Deal, Clifford Murphree, James Denning, Randy Parker, Fred Driver, James Peek, A. J. Duvall, Robert C Pelzel, Leon A. Ellis, Marvin Pennington, Jim Gardner Leroy--Navasota Bod 1/27/99 Perry, John - Smec Dir Navasota Valley Geer,Clyde Pickett, Jack Geeslin, Brian Pierce, Walt Gerald,Jr., P. M. Pulliam, W L Gillespie, Billy Ragsdale, William Gregg, Don R. Raibourn, Joe Hartgraves, John Roberts, Ronald R Hesse, Neil J. Robinson, Ronnie Hilbers, Bernard Sears, Sarah Hollas, Kenneth Sheffield, Trisha Hooper, Melvin Kim Shirley, Marshall - Smec Dir Midsouth Hughes, Glenn - Smec Dir Wise Smith, Janet L. Ickert, Rick Solomon, Ruby Jones, Billy Stroebel, Loren Jones, Glenn Stubbs, Mark Jones, John - Smec Dir Ucs Tally, Curtis Jones, Steve Thiess, George
1 Counsel for the Debtor and the Committee supplied this Schedule 1 to Lazard for the purposes of Lazard’s conflicts search of potential parties in interest in connection with its preparation and submission of the Application. This Schedule 1 should not be relied upon by any party for any other purpose. To the extent possible, entities are listed only once this Schedule; therefore, a party that otherwise would fall within multiple categories is likely to be listed under only one category.
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 11 of 37
Urbanovsky, Eugene - Smec Dir Bartlett Country Mutual Insurance Company Vaden, Anne Farm Bureau Life Insurance Company of Ward, Ned Michigan Wiley, Shane Federated Rural Electric Insurance Exchange Wood, Jorden Hartford Accident And Indemnity Company Young, Brandon Hartford Life Insurance Company Young, Steve Hartord Investment Management Company Horace Mann Life- Hm-Lic-An Members Horace Mann Life Insurance Co.- Hm-Lic-Lf Bartlett Electric Cooperative, Inc. Life Insurance Company of North America Comanche County Electric Cooperative Mellon Trust Association Metropolitan Life Insurance Company Cooke County Electric Cooperative Association, Midland National Life Insurance Co Rga Dba Pentex Energy Annuity Reinsurance Denton County Electric Cooperative, Inc., Dba Midland National Life Insurance Co Rga Coserv Electric Annuity Reinsurance 2 Fort Belknap Electric Cooperative, Inc. Midland National Life Insurance Company - Hamilton County Electric Cooperative Boll Association Midland National Life Insurance Heart of Texas Electric Cooperative, Inc. Company/Annuity Hilco Electric Cooperative, Inc. Midland National Life Insurance J-A-C Electric Cooperative, Inc. Company/Main Mid-South Electric Cooperative Association Mtl Insurance Company Navarro County Electric Cooperative, Inc. National Guardian Life Insurance Company Navasota Valley Electric Cooperative, Inc. National Rural Utilities Cooperative Finance South Plains Electric Cooperative, Inc. Corporation Tri-County Electric Cooperative, Inc. New York Life Insurance And Annuity United Electric Cooperative Services, Inc., Dba Corporation United Cooperative Services New York Life Insurance Company Wise Electric Cooperative, Inc. North American Company For Life And Health Insurance/Annuity Collateral Agent North American Company For Life And Health Credit Suisse Insurance/Main Ohio National Life Assurance Corporation Indenture Trustee Pacific Life & Annuity Company Regions Bank Pacific Life Insurance Company Paul Podany Deed of Trust Trustee Pioneer Mutual Life Insurance Company Meade Bauer Prime Advisors, Inc. Provident Life And Accident Insurance Note Purchasers Company American Equity Investment Life Insurance Security Benefit Life Insurance Company Company Texas Life Insurance Company American United Life Insurance Company Texas Life Mod - Co Aviva Life And Annuity Company The Guardian Life Insurance Company of Berkshire Life Insurance Company of America America Cobank, Acb The Ohio National Life Insurance Company Colonial Life & Accident Insurance Company The Paul Revere Life Insurance Company Connecticut General Life Insurance Company The Prudential Insurance Company of America Cotton States Insurance Company The State Life Insurance Company Country Life Insurance Company Union Fidelity Life Insurance Company
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 12 of 37
Unum Life Insurance Company of America Lcra Wilton Reassurance Company - Health Markets Luminant Wilton Reassurance Life Company of New York Merrill Lynch (Fka B of A) Miso Lenders Morgan Stanley Bank of America N.A. Nextera Energy (Fpl Energy) Bank of Tokyo Mitsubishi Ufj, Ltd. Rainbow Energy Branch Banking & Trust Company Royal Bank of Canada Cobank, Acb Shell Energy Comerica Bank Stec MUFG Bank Ltd. Suez National Rural Utilities Cfc Wells Fargo Bank N.A. National Rural Utilities Cooperative Finance Corporation Litigation Regions Bank Covenant Church United States of America DRH Land Opportunities I Inc. Wells Fargo Bank N.A. Erik W. Dennis Integrity Power Solutions LLC Banks North American Electric Reliability Corporation Bank of America Corporate Center Ople Prairie Oaks Development Inc. Bank of America N.A. Perry Homes LLC Branch Banking & Trust Company Public Utility Commission of Texas Cobank, Acb Sandlin Brothers Property Co. LLC Comerica Bank Simmons Bank Federal Financing Bank Specialty Fabrication LLC Frost The Rudman Partnership Ltd. JPMorgan Chase Bank Trez Capital Funding Ii LLC MUFG Bank Ltd. Weekley Homes LLC National Rural Utilities Cooperative Finance Corporation Contract Counterparty Regions Bank 7X Energy, Inc. Rural Utilities Service Aces Power Marketing LLC Wells Fargo Atmos Pipeline - Texas Wells Fargo Bank N.A. Bank of America Corporate Center Cima Energy, Ltd Counterparty to a Credit Position Citi Bank, N.A. ADM Concord Energy LLC AEP Energy Partners Conocophillips Company Bank of Tokyo Coral Power, LLC BP Energy Denton County Electric Cooperative, Inc., Dba Calpine Coserv Electric Cargill Duke Energy Corporation Compass Energy Transfer Fuel, Lp Conoco Phillips Enterprise Products Operating, LLC Edf Trading (Qeagl) Etc Marketing, Ltd Endure Energy Fpl Energy Power Marketing, Inc. Energy America (Direct) Freepoint Commodities, LLC Ercot Haney Law, Pc Exelon Hill Lake Gas Storage, LLC J. Aron J. Aron & Company J. P. Morgan JPMorgan Chase Bank, National Association
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 13 of 37
Koch Energy Services, LLC Total Gas & Power North America, Inc. Lapetus Energy Project, LLC Wells Fargo Bank N.A. Lower Colorado River Authority LS Power Development,LLC Vendors Mercuria Energy America Inc. (Power&Water) Merrill Lynch Commodities, Inc. 1 Priority Environmental Servi Morgan Stanley Capital Group Inc. 2/90 Sign Systems (Grand Rapids,Mi) Njr Energy Services Company 3M Inc. Sandy Creek Energy Associates, L.P. 4-Star Hose & Supply, Inc. Shell Energy North America (Us), L.P. 855 Bugs.Com Southwestern Power Administration A & D Tests, Inc. (Temple Tx) Tenaska Energy Holdings, LLC A+ Porta Kans Tenaska Energy, Inc. A-1 Building Supply Tenaska Marketing Ventures A-1 Fire & Safety Security Equipment Co. Tenaska Power Services Co. Abb Automation Inc The Bank of Tokyo-Mitsubishi, Ltd, New York Abb Enterprise Software, Inc. Branch Abb Inc (Cleveland Oh) Prev Bailey Contr Total Gas & Power North America, Inc. Abb Industrial Automation USA Wachovia Bank, National Association. Abb Instrumentation C/O Andon Wells Fargo Bank N.A. Abb, Inc. Worsham-Steed Gas Storage, Lp Abb, Inc. C/O Davidson & Assoc Abel Plumbing 30 Largest Unsecured Creditors Abm Janitorial Services - Sout Bank of America N.A. Ac'Cent Environmental Services Bank of Tokyo Accent Foods Breaux Ernest P Electrical Ace Commercial Fence Inc Cima Energy Lp Aces Power Marketing (Wire) Concord Energy LLC Act Pipe & Supply Electric Reliability Council of Texas Acuren Inspection (Frmly M&M Eng) Etc Marketing, Ltd Acuren Inspection Inc. Freepoint Commodities LLC Adenin Technologies Inc. General Electric International Advance Cooling Towers J. Aron & Company Advance Thermal Corporation J. P. Morgan Advanced Turbine Support, LLC Koch Energy Services, LLC Aegis Lower Colorado River Authority Aeon Pec Mercuria Energy America Inc. Aepep Merrill Lynch Commodities, Inc. Aerobic Septic Pros Mica Steelworks Inc Aerofin Heat Transfer Products Michels Corporation Air Cleaning Technology, Inc Morgan Stanley Air Dimensions, Inc. Nextera Energy Marketing LLC Air Power Sales & Service (Lon Njr Energy Services Company Aire Serv of Weatherford Pike Electric Airgas USA, LLC Shell Energy North America (Us), L.P. Airmasters Heating & Air Cond (Clebburne Siemens Energy Inc Aj Rental Dallas Inc South Plains Electric Cooperative Alamo Pump Co. Sun Coast Resources Inc. Alenco Communications Techline Inc. Alfa Laval Inc (Frmly Air Cool Tenaska Marketing Ventures A-Line T.D.S. Tenaska Power Services Co. All Purpose Safety Training S
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Allesco (Houston) Aquatech International Corpora Alliance Communications Aramark Uniform Services Alliance Source Testing (Decat Arbiter Systems Incorporated Allied Electronics (Box 2325) Arbor Works Utility Services-C Allied International Emergency, LLC Arc Abatement, Inc. Allied Oil And Supply, Inc Archer County Tax Assessor/Col All-Pro Fasteners, Inc. Archive Supplies, Inc. Allterra Central, Inc. Arcman Corporation All-Tex Pipe & Supply (Dallas) Arise, Inc. All-Tex Pipe & Supply, Inc. (Ft Worth) Arizona Department of Revenue Alltite, Inc Arm-Tex Corp Als Consulting LLC Arnold Isolierungen Alta Clean Array Enterprises, Inc.(Butter Altec Hiline, LLC (New Equipment) Arrow Air Conditioning, Inc. Altec Industries, Inc. Arrow Ford Altec Supply (Parts/Ser/Rental/Used Equi Arrow Magnolia International, Ambold'S Key & Lock Company Arrowhead Contractor Supply Amercable Incorporated Asce/Membership (Box 79084) American Brothers Cleaning Ascension Medical Group American Concrete Co Asco/Associated Supply Co American Efficiency Services, Asentria Corporation American Electric Power (Box 3 Ash, Brian E. American Fence Co. Inc. (Rockwall,Tx) Ashley Douglass American Flag And Banner Compa Asme (Box 36037) American Leak Detection Aspen, Inc. American Office Supply AT&T American Piping Inspection AT&T Long Distance (Box 5017) American Power Services, Inc. AT&T Mobility (Box 6463) American Power Systems, LLC Atascosa Co. Tax Assessor/Coll American Professional Staffing Atlantic Coast Textiles American Test Center Atlantic Group, Inc. (Agi) American Underwater Services I Atlantic Group, The & Dz Atlan American Van Equipment Atlas Commodities, LLC Ametek Power Instruments (Box Atlas Copco Compressors (Palat Ametek Power Instruments (C/O Ev Smith) Atlas Copco Compressors LLC (Houston) Ametek Power Instruments-Pulsar Products Atlas Copco Rental LLC Ametek, Inc. Atlas Machine & Welding Servic Ametek/Solidstate Controls (Bo Atmos Energy (Box 790311) Ampair Inc Atmos Pipeline - Texas Analytic Stress A-Top Roofing Company (Springt Analytic Stress Relieving, Inc Augusta Realtors (Tannehill Co Anchor Industrial Austin Electric Andritz Separation Inc Austin Energy (Box 3513) Andy'S Tire Service Austin Sales & Scaffold Angiel Electrical Construction Austin White Lime Company Anixter Power Solutions (Corinth,Tx) Ord Automatic Chef Anixter, Inc (Box 842584) Automation Direct Anodamine, Inc. Autonomic Software, Inc. Anthony Boiler Company, Inc. Avalon Urgent Care Anvil Int'L (Fka Megawatt Machine Svc) Aveva Software, LLC. Anylabtest Aviat Networks (Palatine,Il)
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 15 of 37
Aviat U.S., Inc. Big Tex Trailer World Inc Aviation Laboratories Bill Utter Ford, Ltd Awc, Inc. (Farmers Branch,Tx) Bing, Andrew Awc, Inc.- Automation Division (Houston) Bio-Aquatic Testing, Inc. Axiom Advertising Waco (Shirts Bird-Kultgen Ford, Inc. (Waco) Axis Construction, Lp (Ft Wort Bizlibrary B & H Transmissions Bkd Cpas & Advisors B & R Machining Services Black Box Corporation B&H Photo-Video Blue Cross Blue Shield of Texa B.E. Atlas Company Blue Cross Medicarerx (Pdp) B+B Smartworx Blueline Rental, LLC Babbitt Bearings LLC, J.D.'S Bluetarp Financial, Inc. (1055 Babcock Power Services Inc. Blx Group LLC Bailey Boiler Supply Boa Med Plan Dep-Bcbs Baird, Hampton & Brown Bobcat of Fort Worth Baker Botts LLP Boiler Tube Company of America Baker Corp (Arlington, Tx) Orders Bolivar Water Supply Corporati Baker/Moran Bolttech Mannings Inc. Ballew'S Petroleum Equipment Booth, Joe Bandera Electric Cooperative, Inc. Bosque County Tax Assessor/Col Bank of America N.A. Bowen Landscape Bank of Tokyo-Mitsubishi Ufj, Bowie Line Crew Barclays Bank BP Energy Barnett, Kevin Bp Energy Company Baron USA, LLC Brace Integrated Services, Inc. Barron, Clifford Brady Worldwide, Inc. Bartlett Electric Coop-Inv./Vo Bragg Trailers, LLC Bartlett, City Of Brandfx Baseload Power Gen. Parts And Brandon & Clark, Inc. (Box 315 Basic Industries, Ltd (Use Brase Integr) Bray Sales Texas (Houston) Basin Water Resources Brazos Companies-Braz2010/Red Bassell Pam, Chapter 13 Truste Brazos County Tax Assessor/Col Batterysharks (Remit To) Brazos Elect Power Coop 401K Bauhaus Interiors Brazos Elect Power Coop Flex. Baylor County Appraisal District Brazos Electric Ad Valorem Tax Bcsw (Baird, Crews, Schiller & Brazos Electric Constr. Fund-P Beamex, Inc. Brazos Electric Power Coop Bearcom, Inc. Brazos Electric Power Coop Pay Beard, Heidi L. Brazos Electric Power Coop Row Beavers Dozer & Land Managemen Brazos Electric Power Coop.,Inc.(New Hq) Bell County Appraisal District Brazos Electric Power Coop-Inv Beloit Health System Brazos River Authority--Remit Benke Ear Nose & Throat Brazos Sandy Creek Cooperative Bennett, Carmen D Brazos Sandy Creek Electric Coop Bennett's Brazos Valley Insurance (Box 2 Bentley Breaker Broker Bentley Systems (Software Maintenance) Breaux Ernest P Electrical Bently Nevada, LLC (Minden,Nv) Brenntag - (J.A.M. Distributing Co. Dal) Best Brenntag Lubricants Central Bethesda Water Supply Corp. Brenntag Southwest, Inc. Bha Altair, LLC Breviloba LLC
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Bridgette'S Cleaning Chapman Construction Company Brooks Manufacturing Co. (Remi Charlie's Wrecker Service Brown County Appraisal District Chem Can Services, LLC Brownsville, City Of-Public Ut Chemco Systems, Lp (Monongahela,Pa) Brush Generator & Motor Serv (T-Creek,Pa Chemical Weed Control Brush Generator And Motor Chemtreat, Inc. Brushy Creek Industrial Soluti Cherokee County Electric Coope Bryan Texas Utilities Chesapeake Energy Marketing Bryan Texas Utilities (Btu)100 Childress Co. Appraisal Distri Bryan Utilities (Box 8000) Choice Power, L.P. Bryan, City Of/Btu (1000) Christian Transportation Inc Btu Brokers, Inc. (Formerly Pr Christopher S. Till, Trust Acc Buffalo Pumps Inc Chromalox Inc. (Box 536435) Buie, David Hunter Cima Energy, Lp Bullen Pump & Equipment Inc Cimarex Bullet Delivery Service (Remit Cincinnati Fan Burns & Mcdonnell Cincinnati Fan & Ventilator Co Burns Controls Company (Dallas) Orders Cintas Fire Protection Butler & Land (Beckwith) Cintas First Aid & Safety Butler & Land, Inc. Circle C Services, Inc C & M Precast Concrete Co. Cirrus Associates, LLC C & P Pump Services, Inc. (Box Citi Group Energy Inc. C.I. Actuation (Houston) Citigroup Energy Caldwell City of Celina California - Franchise Tax Boa City of Denton Municipal Utili California Analytical Instruments, Inc. City of Fort Worth Water Depar Calpine Energy Services City of Frisco - Remit Calpine Power Services City of Garland Cap Rock Telephone Coop ( Remi City of Granbury Capital Title of Texas, LLC City of Hearne Capitol Medical Service, LLC. City of Hearne - Garbage Capstone Mechanical City of Hudson Oaks Cardinal Pumps & Exchangers City of Lewisville Cbre Inc - Valuation And Advis City of Mesquite Cbs Arcsafe, Inc. (Denton,Tx) City of Plano Cce Inc - Crane & Hoists City of Sanger Cch Incorporated Aka Wolters K City of Seymour Cci Power Supplies (Milwaukee,Wi) City of The Colony, Texas Ccl Laboratories, Inc., D.B.A City of Whitesboro Cdw, Inc. City Pipe (Don'T Use) See 4381 Cemtek Kvb-Enertec - Orders City Public Service (Box 1771 Central Texas Telephone Coop Ciuba, Robert Century Instrument Co Cks Management Centurylink Clark Equipment Co Dba Bobcat Centurylink (Fmr Embarq) - 296 Clark Rotating Equipment Servi Centurylink (Formerly Qwest) Clark-Reliance Corp (Pittsburg Cf Supply Classic Filter & Equipment Ltd Cfc Cla-Val Company Chain Electric Company Clay County Appraisal District Champion Equipment Co., Inc. Clayton's Commercial Cleaning Chapman Construction Co., L.P. Cle International-(Texas Wetla
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Cleaver-Brooks Sales And Service (Dallas Control Components Inc(Rancho Cleburne Fence Company (Quotes Control Line Equipment, Inc. Cleburne Glass Co Control Panels USA, Inc. (Aust Cleburne Propane Controlled Fluids, Inc. (Beaum Cleburne Times-Review Converge One (Prev Alexander O Cleburne Welding & Industrial Cooke County Appraisal District Cleburne, City Of Cooke Power Services Clinics of North Texas LLP Cooling Tower Depot, Inc. Clover Telecom Cooper Power Systems Cmi Energy LLC Cormetech, Inc. Cnp Houston Electric-Wire(6148 Corrpro Companies (Houston) Cody, Coye C. Coryell Co. Tax Assessor/Colle Cohn & Gregory (Box 671435) Cosa Xentaur Cohn & Gregory Supply, LLC (Cleburne,Tx) Coserv (Box 650785) Cole-Parmer Instrument Co.(Chi Coserv Electric -Inv/Vo./Je Cole's Portable Sanitation Ser Coshocton Regional Medical Cen College Station, City Of Cottle County Appraisal District Collet And Associates Cowboy Church of Ennis Collin County Tax Assessor/Col Cox/Mclain Environmenetal Cons Colonial Life Cpi Group Comanche Co. Tax Assessor/Coll Crane Inc., John Comanche County Abstract Compa Craneworks of North Texas Comanche County Water Supply Critical Site Solutions, Inc. Comanche Electric Coop-Inv/Vo. Crosby County Appraisal District Comerica Commercial Card Servi Cross Plains Oil Field Comerica Wealth Management Cross Texas Transmission, LLC Commodity Chemicals-Jack County Cross Timbers Water Supply Cor Communications Supply Corp.(34 Crowder Construction Co. Community Med Family Urgent Ca Crown Equipment Corp. Community Telephone Company Crown Lift Trucks Compass Bank Crown Products, Inc. (Tulsa,Ok Compressed Gas Technologies, I Croy Landscaping (Varmint Fenc Comsearch Croy, Mark E. Comsearch (Ashburn, Va) Orders Csc - Communication Supply Corp Conax Technologies LLC Csut Spetech Concentra Medical Centers (Add Ctrma Processing Conco Services Corporation (Mfg.) Ctwp (Central Texas Word Proce Concord Energy Cummings Westlake LLC Concord Robbins Wsc Cummins Southern Plains, LLC D Condit Company, Inc., The (Rem Curly's Plumbing & Big Blade Sewer Svc Connally, Richard Curvature (Fmly Network Hardware Resale) Conocophillips Custom Pump And Windmill Suppl Conocophillips Company Cutsforth Inc. Conroe Concrete, Ltd (Yancy Ready Mix) Cw Clinic Consolidated Communications Cwc Right of Way, Inc. (Corpor Consolidated Communications Tx D & J Trucking (David Hodge) Consolidated Water Solutions D Commerical Refrigeration Consor Engineers LLC (Dga Us U D. Palmer Contracting LLC Continental Reliability LLC D.H. Pace Company, Inc Continental Valve & Machine (L Daffan Cooling & Heating Contractor Environmental Servi Daikin Applied Americas, Inc.
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Daley Tower Service, Inc. Donaldson Company, Inc.(Orders Dallas Co. Tax Assessor/Collector Donna Freeman - Buyer Dallas Fluid Systems, LLC (Swa Dooley Tachaberry, Inc. Dallas Morning News, The--6300 Dooley Tackaberry Daniel & Susan Regalado Doosan Turbo Machinery Service Daniel Measurement & Control Inc.(Sales) Doskocil Dozer Service Daniel Measurement & Control(Order)Houst Doskocil, Todd Daniel Measurement Services, Inc.(Housto Dot/Phmsa Daniels Measurement Double D Drilling Dannenbaum, LLC Douglass Distributing Co (Dall Darryle Taylor'S Lawn Tech, Inc. Douglass Express Enterprises, Data-Connect Enterprise/Arc Electronics Douthitt, Rondy Dave, Punit Drs Marlo Coil Davis Steel Services (Orders Dtn, LLC (Fkna-Telvent) Davison Van Cleve Pc Dub-L Tape, Inc. Dawson & Sodd, LLP Trust Accou Duke Energy Renewables Dcs Center Duncan Oilfield Const. & Equipment Sales Dealers Electrical Supply Dupont Building, Inc. (Bell Ci Deep East Texas Electric Coop- Dupuy Oxygen & Supply Company Degree Cooling Towers, LLC Dwyer Instruments, (Michigan City) Order Dell Direct Sales L.P. (Austin Dwyer Instruments, Inc. (Box 338) Dell Inc. Dxp Enterprises, Inc. Delta M Corporation Dxp Superstore Delta Rigging & Tools Dxp-Do Not Use (Wichita Falls) Delta Steel Lp-Remit Dyna Systems Deltak Construction Services Inc Dynagrid Construction Group (L Deltak, L.L.C. (Plymouth,Mn) Dynamark Industries Denton County Tax Office Dynamic Ratings, Inc. Department of State Health Ser E P Drilling Detection & Measurement System Eads Det-Tronics (Houston) Eads Company, The Devon - Remit (Fmr Mitchell) Eagle Eyes Janitorial (Granbur Devon Gas Services Eagle Industries of La, LLC Dexter Cemetery Association Eagle Remediation & Demolition Dezurik C/O New Gen Prod Eastland Co. Appraisal Distric Dfw Floor Pro's & Janitorial Eaton Corporation Dfw Materials (Saginaw,Tx) Ebix Inc. Diamond Systems Inc Edf Trading North America Dickens County Tax Assessor/Co Edf Trading North America, LLC Diebold Power Solutions LLC Edko, LLC (Formally Spraymax) (Tyler) Digital Control Systems Eggelhof Inc Diligent Corporation Ehresmann Engineering, Inc. Dilo Company, Inc. (Odessa,Fl) Eis, Inc. Direct Energy Business El Pasop Phoenix Pumps Inc Direct Energy Business Marketing Electric Transmission Tx, LLC Dis-Tran Steel, LLC (Quote/Order) Electrical Power Products, Inc Division 7 Waterproofing, LLC Electromark (Chicago) Dmc Carter Chambers (Use Setpoint Integ) Electromark Company Doble Engineering (C/O Energy Reps) Electroswitch Doble Engineering Company Elite Supply Partners (Fmly Ci Doherty Brothers Construction Elliott Electric (Box 206524)
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Elliott Electric Supply (Bridgeport) Etc Endure Energy Ellis County Medical Associate Etc Marketing, Ltd Ellis County Tax Assessor/Coll Etec Industrial Services, LLC Elogger Ethosenergy Power Plant Servic E-Max Instruments, Inc. Euci Emedco Evans Enterprises, Inc. (Wichita Falls) Emerson Process Management Evergreen North America Emerson Process Valve Automation Inc Eversheds Sutherland (Us) LLP Ems USA, Inc. (Houston) Orders Evoqua (Holland Mi) Encari Evoqua Water Technologies LLC End 2 End Technologies, LLC Exelon Generation Endress+Hauser Exelon Generation Fka Constell Endress+Hauser, Inc. C/O Vector Controls Expertpay Endure Energy Fabenco Inc. Energized Substation Maintenan Falcon Steel Company Energy Transfer Fuel, Lp Falls County Tax Assessor/Coll Energy Transfer Fuels Family Clinic of Bridgeport Energy Worldnet, Inc. (Decatur) Famous Mineral Water Co. Engie Energy Marketing Na Famous Water Company Engine Cleaning Technology, In Fannin County Electric Coopera Engineered Exteriors, LLC. Farm & Ranch Construction LLC Engineered Parking Systems (Or Farmer Environmental Group, LLC Enlink Gas Marketing Farmers Electric Cooperative,I Ensafe Inc. Fastenal Company (Weatherford) Enstor Energy Services Fastenal Waco (Txwac) Entergy Fayette Electric Cooperative Entergy Gulf States Inc (Remit Fdl Operating LLC Enterprise Products Operating Fed Ex (Box 660481) Enterprise Texas Pipeline LLC Fed Ex Freight Enverus (Drilling Info, Inc.) Federal Financing Bank Environment One Corporation Federal Steel Supply, Inc. Environmental Logistics Company Federated Rural Environmental Systems Corporat Feeding Texas Epic Communications Fenwick, Nick Epm Power & Water Solutions In Ferguson Enterprises Inc. (Box Epoxy Design Systems, Inc (Eds) Ferrellgas Equipment Depot, Ltd. (Ft Wort Fikes Wholsesale, Inc. Erath Co. Tax Assessor/Collect Filter Technology Co Inc Ercot Fink & Co, Inc Ercot/Blue Building Fire & Safety Inc. (Wichita General) Ercot-The Texas Connection-Wir Firetrol Protection Systems (Ft. Worth) Ergon Refining, Inc. Firmin Business Forms Ergon, Inc. (Transformer Oil) First Choice Coffee Services Erico Firstmark Foundations Eriks (Was Lewis-Goetz) Fitch, Inc. Erwin Construction (Kyle) Fitzgerald Lawnscaper Erwin Water Well Drilling Flanders Electric Esc Engineering Flex-Kleen Filtration Technolo Esi Fire & Security Protection Floresville Electric Power Sys Espinoza Fencing Floresville, City Of Esquire Fire & Safety (Waco) Flotech Inc
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 20 of 37
Flow Americas, LLC Ge Betz,Inc (Use Ge Power & Water 29176) Flow Technology Ge Energy - Technical Training Flower Mound, Town of Ge Energy Management (Mutlin) Flowmatics Inc Ge Energy Services Flowserve (Houston) (Pump Gasket & Oring Ge Energy Services (C/O Troy Bohnert) Flowserve Corp - Box 822503 Ge International, C/O Troy Bohnert Flowserve Fcd Corp (Flow Contr Ge International, Inc. (Box 84 Flowserve Fsd Corp (Pump Division - Hou) Ge Mds, LLC Flowserve Pump Corp (Houston) Orders Ge Steam Power Inc (Atlanta) Flowserve Pump Division (New R Gea of Texas, Inc. (9434 Old Flowserve Us Inc. --Remit 9132 General Electric Intl (Smart Signal) Ga Fluid Flow Products -Fmly Condit Company General Electric, C/O Tec Utility Supply Fluid Power Products General Monitors (734111) Fluitec General Rubber Corp. (Tucson, Az) Fluke Electronics Corp Genesis Systems Inc. Fluke Electronics Corp Calibration (Orde Gensuite, LLC Flw, Inc. Geocue Group Fm Global George's Foard County Appraisal District George's #2 Foley Gardere LLP Gilbert Environmental, Inc. Ford Av Gilbert, Troy Forensic Metallurgy, Inc. Gilliam Contracting, Inc. (Waco,Tx) Form Automation Solutions, Inc Glenn Aire Fort Worth Gasket & Supply Glenn Heights, City of (Water) Fracht Express, Inc. Glidepath Power Solutions LLC Franklyn W. Kirk Company Global Energy & Water Consulti Fred Garrison Oil Company Global Equipment Freepoint Commodities Global Industrial Equipment Freepoint Commodities LLC Global Rental Co, Inc. Freese And Nichols, Inc. Global Servo Hydraulics Inc ( Freestone Co. Tax Assessor/Col Global Software, Inc. Frontier Communications Golden Spread Electric Coop, I Frontier Waste Solutions Gonzalez, Daniel Frost Bank Good Technology Fsti, Inc. Goodson Golf & Utility Cars Ft Belknap Electric Coop.-Inv/ Goodyear Tire And Rubber Compa Ft. Wolters Machine & Tool Gorman Mechanical Fti Group (Nampa, Id) (Quotes/ Got To Go Solutions, Inc. Fuel Masters LLC Gp Strategies Corp Fuseco, Inc. (Dallas) Grable Oil Company Gaas, Richard And Cathy Grainger, Inc. #802609289 - Palo Pinto Gai-Tronics Granbury City Of Garland Isd Granbury Municipal (City of Gr Garland, City of (Box 461808) Grandpaw's Outhouse/Tool Shed Garner Pipe And Supply Grant Goss Contracting, Inc. Garratt-Callahan Company Grapevine-Colleyville Isd Gas Equipment Company, Inc. (B Gray Cleaning Services Gas Turbine Efficiency, LLC Graybar Electric Co (Minnesota - Orders) Gc3 Specialty Chemicals, Inc. Graybar Electric Company, Inc. Gdc Industrial, Inc. Grayloc Products Gds Associates, Inc. Grayson Co. Tax Assessor/Colle
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Grayson Collin Electric Cooper Hill County Appraisal District Grayson-Collin Electric- Hill County Tax Assessor/Colle Greater Waco Chamber of Commer Hillin Sand & Gravel Greenville Electric Utility Sy Hill-Lake Gas Storage Grimes Co. Appraisal District Hill-Lake Gas Storage LLC Gross Automation Hillsboro Ford Gross-Yowell & Company, Inc. Hillsboro Sand & Gravel, Inc. Gsec Hi-Plains Filtration Gtc Control Solutions, Inc. Hi-Plains Filtration & Supply, Inc. Guadalupe Co. Tax Assessor/Col Hipotronics, Inc. Guadalupe Valley Electric Coop Hipple, Charles Guida, Slavich & Flores Hitachi T&D Solutions, Inc. Gulf Coast Bank & Trust Hogg, Troy Gulf Coast Bank & Trust Co. Hoist & Crane Service Group Gulf Coast Valve Holt Cat (Remit To) H & M Landscape And Sprinkler Co. Inc. Holt Cat Cleburne H & S Valve, Inc. (Odessa,Tx) Holt Truck Centers H S A Bank Home Abstract And Title Compan Haas, David G Home Depot #6532 (Waco) Hach Company Homestead Funds Inc. Hamilton Co. Appraisal District Honstein Oil & Dist (See Sener Hamilton County Electric-Inv/V Hood County Appraisal District Hammer Construction Inc Hood County Clerk Hamon Deltak, Inc Horton Tree Service Hampel Oil Distributors Inc Hotec-Inv/Vo/Je Hardeman County Tax Assessor/ Hotsy - North Texas Sales & Distribution Hargrave Power, Inc. Houston Carenow Urgent Care Harris, Bob Oil Co. Houston County Electric Cooper Harris, Michele Howden Roots Harrison Lawn Hq Petty Cash Fund (Lois) Haskell County Appraisal District Hrsg Forum LLC Hatfield And Company, Inc. (Re Hrst, Inc. Hawkes, Vincent P., Sr. Hubbell Power Systems Quotes/Orders Hawkins, Griffin T. Hubbell Power Systems, Inc. (R Hazel's Hot Shot, Inc. Hughes Brothers, Inc. (Crossarms) Hdr Engineering, Inc. Hughes-Peters Healer Printing & Office Suppl Hundley Hydraulic Service Health Care Service Corporatio Hunt County Tax Assessor/Collector Heart of Texas Electric Cooper Hurd Crane Service Heartsafe America, Inc. Husch Blackwell LLP Heat Exchange And Transfer, In Huskie Tools, Inc. (C/O Energy Hendershot Equipment Company, Hutton Communications Henderson Construction Hydradyne Hydraulics, LLC (Ord Hensel Electric Company Hydrafil.Com, Inc. Herc Rentals Inc Hydralube Herman Pruitt Co. Icl-Ip America Inc. Hewlett Chevrolet Buick, Inc., Idera, Inc Hewlett Office Systems Ieee (Membership Dues) Highland Village, City Of Ieee-Pes Highridge Consulting Services, Iem Energy Consultants, Inc. Hilco Electric Coop-Inv/Vo/Je Iem Energy Consultants, LLC ( Orders)
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Ifm Efector Inc. (Box 8538-307 Itron, Inc. (Box 200209) Ik Network Solutions Ivanti (Fka Heat Software USA, Inc) Impact Fire Services (Waco) Ives Training And Compliance G Independent Protection Co.,Inc Ivy & Ivy Construction Independent Turbine Services ( J & S Electric Industrial Air Flow Dynamics, Inc. (Ct) J Aron Industrial Defender/Leidos Cyber Or 4/15 J C Tool Company Industrial Equipment Company ( J M Test Systems, Inc. Industrial Equipment of Dallas J. Aron & Company Industrial Networking Solutions J.P. Morgan Ventures Energy Corp Industrial Outfitters Inc J/T Hydraulics & Service Co., Industrial Refractory Services J-A-C Electric Cooperative-Inv Industrial Systems, Inc. J-A-C Electric-Payables--Post Infoexpress Inc Jack County Appraisal District Information Requirements Clearinghouse Jack County Generation Facitity Inge, Henry P Jack County Tax Assessor/Collector Ingersoll Rand (Dallas) Orders Jack of All Trades, Inc. Ingersoll Rand Co. (15768 Coll Jackson Walker LLP Ingersoll-Rand - Service Center (Dallas) Jacobs Industries, Inc. Ingram Concrete Jacobs Mfg, LLC (Gates) Ingram Concrete LLC (Box 1166 James Wood Collision Center Innovation Machine Services Jamie French Construction Innovative Control Solutions, Janek & Whitten Construction I Inspirus (Formerly Diamond H) Jason's Deli Instrumart Jasper Materials, Inc. (Orders Instrument & Valve Services Jaynes, Reitmeier, Boyd & Ther Instrument & Valve Services Company Jeff Bilby'S Engine & Compressor, LLC Instrumentation Group (Palmer) Jerry'S Olds Pont Gmc Inc Insurance Information Ex. Jerry'S Windshield Repair Insurance Information Exchange (Bryan) Jflow Controls Integra Realty Resources - Hou Jll Valuation & Advisory Servi Integrated Power Company, LLC. Jm Test Systems, Inc. (Baton Rouge,La) Integrity Power Solutions (Ips) Jmac Supply Corp. Intek, Inc Jnt Technical Services, Inc. Intercontinental Exchange (Box Joe W. Fly Co., Inc. Internal Revenue Service--Wire John Zink, LLC (Tulsa,Ok) Orders Interstate Billing Service Johnson Brothers Ford Interstate Powercare **** (Use 41953) Johnson County Appraisal District Intertec Instrumentation Inc Johnson Supply (Orders/Quotes) Waco Intertech Commercial Flooring Johnston Techincal Services, I Intralinks, Inc. (Box 392134) Jones & Renfrow Abstracters Irby Co., Stuart C. (Austin) Jordan Transformer, LLC Irons, Kerry Md Jp Morgan Chase Irwa-Chapter 36 J-S Machine & Valve, Inc. Isa- International Society Of J-W Power Company (Mineral Wells,Tx) Isaacks, Lewis L Jw'S Pipeline Intergrity Services, LLC Isc Sales, Inc. K2 Enterprises Ism - Institute For Supply Management Kairos Services, Inc. Isp Supplies Kansas City Southern (Box 2193 Itl-International Lighting, Ll Karl Klement Ford Itl-International Lighting, LLC Karnes Electric Cooperative -
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Kay Services Lemmon, Robert Kelly,Hart & Hallman LLP Leon County Tax Assessor/Collector Kelsey, John Leon Isd Kennedy, James Monroe Jr. Leybold USA, Inc Kent County Appraisal District Lifting Gear Hire Corp Kepware Technologies Lighthouse Services, Inc. Kerrville Public Utility Board Limestone County Tax Assessor/Collector Ketchersid, Rowland D Lintech International Kimbrough Fire Extinguisher Co Lintech International, LLC Kimley-Horn And Associates, Inc Lipan Telephone Co Kinectrics North America, Inc. Lloyd Trailer Company, LLC King County Tax Assessor/Collector Lochridge Priest Inc King, Alanna Jo Lockton Companies, LLC Kirby Smith Machinery, Inc Loftin Equipment Company (Irving) Kleen-Air Filter Service And S Lomc Kleinfelder Lone Star Backhoe & Septic Kleinfelder Central, Inc. (Irving) Lone Star Car Wash & Fast Lube Knife River Lone Star Junk Removal Knighten Machine & Service (Od Lone Star Transmission, LLC Knox County Appraisal District Lonesome Pine Equipment (Temple,Tx) Knox Waste Service Lonestar Forklift Koch Energy Services Lonestar Phe Services Koch Energy Services, LLC Lonestar Truck Group, LLC. Koenig Engineering, Inc. Lower Colorado River Authority Koflo Corporation Lucky'S Floors Unlimited Kopec Overhead Doors Ludeca Kostiha, Robert L. Luminant Energy Krenz & Company, Inc. Luminant Energy Co LLC Ks2 Technologies, Inc. Lydick-Hooks Roofing Company, Inc. Ksb, Inc. Lyness Construction Lp (Cleburne) Kudelski Security (Fka M & S T Lyntegar Electric Coop Kv Power M & S Engineering L3 Narda-Miteq M K Auto Tinting La Favorite Industries, Inc M&C Techgroup North America Lake Palo Pinto Water Supply C M&M Control Service, Inc. Lamar County Electric Cooperat M.E.N.Water Supply Corporation Lampasas Central Appraisal District M.T.S.I.(Microwave Transmissio Landing Cabling Services M.W. Smith Equipment, Inc. Dxp (Longview Landscape Supply M2 Global Technology, Ltd. Langerman Foster Engineering Company Machvib Services Corporation Lapetus Energy Project Mackay Comm Fka Gardline Comm Lattimore Material - Colorado Macquarie Energy Law Offices of Jones & Westrom Macro Sensors Lawson'S Landscape & Construct Madison Co. Tax Assessor/Collector Ldr Leadership LLC Magee Machine & Manufacturing Leatherwood Plastics Mailfinance Lectrodryer, LLC (C/O Hudson-Rush) Dalla Maintenance Reseller Corp Lectrodryer, LLC (Plant-Richon Malouf Engineering Int'L, Inc. Ledford Services Manning, Jason Ledtronics Inc Mansfield Legend Bank Marabou Midstream Services
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Martin Marietta Microsoft Corporation (Licensi Martin'S Office Supply Mid South Contractors Supply, Marty Green Utilities Mid-America Dynamics, Inc Mason Construction, Ltd. Midcoast Marketing Massey Pest & Termite Service (Dallas) Mid-South Synergy-Inv/Vo/Je Massey Pest & Termite Services Midway King Custom Detailing Matheson Gas Mid-West Instruments Matheson Trigas (Ft Worth) Midwest Wrecking Co of Tex Inc Maudlin Products Milam County Tax Assessor/Collector Maxim Crane Works LP Miles Data Technologies Mccartney, Stephen Mineral Wells B & Pt, Inc Mcconnell, Brandon Mineral Wells Ice Co Mccord Engineering, Inc (Mei) Miso Mccoy's Building Supply Center Mitchell, Keith Mccurley Enterprises, Inc. Mitchell1 Mcintire Equipment Company, F. Mitsubishi Electric Mcintire, F.B., Cranes Mitsubishi Electric Power (Rem Mckinney, City of (Water) Mitten Manufacturing, Inc. (Sy Mclennan Co. Tax Assessor/Collector Mk Battery Mclennan County Tax Assessor Mobile Mini (Dallas) Mcmaster-Carr Supply--Remit (B Mobile Thrones, LLC Mcmullen County Tax Office Monitor Mapboard Systems, LLC Mcnichols Co. (Garland,Tx) Montague Co. Appraisal District Mcnichols Company-Remit Montague Co. Tax Assessor/Collector Md&A (Lathan Ny) Montgomery Co. Tax Assessor/Collector Md&A Parts Division-Fmly Turbo Parts Moody Bros., Inc. Medical Surgical & Compcare En Moore, Alexander J. Medpost Urgent Care-Seguin Morgan Am&T / National Electrical Mega Mex, L.P. Morgan Building Transport Corp Megger - Remit Morgan Stanley Capital Group I Megger Incorporated Morphisec, Inc. Melde, Mark Mosier, Lori - Bepc Petty Cash Membrane Services (Montgomery, Motion Industries, Inc. (Arlington) Menefee, Robert E (Dec. 1/25/2 Motor Shop, The Mercer Valve Mouser Electronics Mercuria Energy America Inc. Mouser Electronics, Inc. Mercuria Energy America LLC Mowing & Sowing Lawn Care Merrill Lynch Commodities, Inc. Mp2 Energy Texas Mesa Products, Inc Mpw Industrial Water Services, Mesa Technical Associates, Inc. Msa Instrument Division Servic Mesa Technical Associates,(Ord Msa Safety Sales, LLC Metal Form Msc Industrial Supply Co (Remi Metro Gate & Mfg. Co., Inc. (P Msds Online Metro Wire & Cable Co Mufg Bank Metro-Repro, Inc Munich Re Trading LLC Mica Steelworks Inc Munters Coproration (A/R) Michels Mustang Special Utility Distri Micro Motion Mycoff, Fry & Prouse LLC Micro Precision Calibration, I Myers-Aubrey Company Micro Precision Calibration, Inc. (Tx) Nace International Micronics Filtration LLC Naes Corp (Box 94274)
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Naes Engineering & Constructio Norton Rose Fulbright Us LLP Nalco Company Nreca ----Selectre-401K (Wir Napa Auto Parts-Granbury Nreca - Adm Fees Nassau National Cable Nreca - Deferred Comp Plan Nat. Gas Pipeline Co. of America Nreca (Seminars/Training) National Electrical Services, Nreca Gr.Ins/Fx Sp-Box/798185 National Energy & Trade Nreca--Remit (Box 758777) National G&T Managers Assoc. Ntt Training National Inspection Services, Nvent National Renewables Cooperativ Nvent Thermal, LLC National Society of Prof. Engi O.G. Supply, Inc. Nationwide Power Oberlin Filter Co Navarro Co. Tax Assessor/Collector Occidental Energy Marketing, Inc Navarro County Electric Cooper Occmed Express Navarro County Electric Coop-Payables Occu Vax LLC Navarro County Electric-Inv/Vo Occupational Health Centers Navasota Valley Electric-Remit Ochoa Co Ndt International, Inc Odessa Pumps & Equipment Neofunds By Neopost Oes-Na, LLC Neopost Ogburn'S Truck Parts Nerc (North American Elec Reli Oklahoma Actuator Services, Ll New Edge Services ,Llc Olameter New Pig Corporation Omega Engineering Inc New Supplier Omi Crane Systems, Inc. New Venture Leasing Oncor Electric Delivery Newell-Psn LLC (Columbiana,Oh) Open Systems International Inc Newport-Scientific Optex Inc Newsound Solutions Optiv Security Inc (Fna-Fishne Nexans-Amercable Inc. Oracle America, Inc Nextcare Urgent Care Oracle Support Services Nextera Energy (Fmr Fpl) O'Reilly Auto Parts Nextera Energy Marketing Origin Texas Recycling, LLC (S Nextraq LLC Orshoven, Joe Van Nichols, Danny D Oslin Nation Co. Nitto, Inc. Osmose Utilities Services, Inc Njr Energy Services Company Otc Services (Louisville,Oh) Nolan Power Group (Rockwall) Outdoor World Nolan Power Group, LLC Overhead Door Co of Brazos Riv Nooter/Eriksen Overhead Door Company of Waco Normandy Machine Comanpy, Inc. Overhead Garage Door Nortex Communications -Payable Ovivo USA, LLC (Salt Lake City,Ut) Nortex Trading And Marketing Owen, Shawna North American Energy Svc (Pay Oxidor Laboratories, LLC North Houston Pole Line (Po Bo Pa Paw'S Pottys North Texas Land Maintenance Pace Analytical Services, Inc. North Texas Septic Packaged Systems (Dallas) North Texas Tollway Authority Palmer Contracting LLC North Texas Trailers Palo Pinto Co Mun. Water Dist Northern Tool & Equipment Co. Palo Pinto County Tax Collector Northstar Energy Solutions, Ll Palousek Overhead Doors, Inc. Northwest Lineman College Paradigm Liaison Services, LLC
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Parker (Business Forms) Precision Fluid Power, Inc. Parker Co. Appraisal District Precision Hose & Expansion Joi Parker-Mccrory Mfg Precision Iceblast Corporation Parsons Mcentire Mccleary & Cl Precision Measurments Parsons Office Systems- (See Ctwp) Premier Technical Services, Inc. (Orders Partsmaster Premier Truck Group Paschal Performance Premiere Global Services Pascor Prestige Document Shredding Pascor - Atlantic Corporation Preuninger, Mike Pascor - Pacific Air Switch Price Asphalt Inc Patterson of Bowie Primary Recruiting Services Patton Electric Inc Prime Cuts Fabrication Paul, David H. Inc Primoris T&D Services, LLC Pc Connection Sales Corp Prism Energy Solutions Pcb Piezotronics, Inc. (Imi Se Pritchard, Leroy & Holly Pce Source, LLC Pro Security Group Pci - Performance Contracting, Proactive Cleaning Solutions Pcore Electric Co Formerly Lapp Proactive Work Health Medical Pctel (Formly Telworx) 25685 Probate Court of Denton County Pedernales Electric Coop -Paya Problem Solver, Inc. Peerless Mfg Co Proenergy Services LLC Penny Wise Enterprises, Inc. Progressive Pumps Corporation Penske Truck Leasing Co, Lp Progressive Water Treatment In Pentex (Fka Cooke County Elec Protec Services Inc. Perfection Servo Hydraulics Pumps & Controls Inc (Use 3104 Perry Office Plus (Temple) Pumps And Controls Perry, Donna Purvis Industries, Inc. (Bridg Petroleum Traders Corp Pyco, LLC. Philipello, Nathan Pye-Barker Fire And Safety Phoenix Electric Corp - Remit Qa Support Lp Phoenix Industrial Services (O Qei LLC (Formerly Cg Automatio Phoenix Research Industries In Quadient Finance USA, Inc Pierce Pump Company, Inc. (Cin Qualitrol Company LLC Pike Electric (Memphis,Tn) Quality Uptime Services Pinnacle Qualys Inc. Pioneer Steel & Pipe Company Quanah Isd Pipeline Compliance Specialist, LLC Quanta Inline Devices Pipeline Integrity Resources, Inc. Quest Diagnostics Piske, Austin Quest Software Inc. Pitney Bowes Gfs - Orders & Re R - S Matco, Inc. (Quotes/Orde Plunkett, Griesenbeck & Mimari R & A Hauling Power & Industrial Services Co R & D Electronics (Kilgore,Tx) Power Control Systems Engineering, Inc. R. W. Miller Plant Petty Cash Power Engineers Radian Research, Inc. Power Line Systems, Inc. (Madi Radwell International Power Services, Inc. Ragan Communications Power Storage Solutions (Dalla Railroad Commission of Texas Powerflow Fluid Systems, LLC. Rain For Rent Powmat Ltd Rainbow Energy Mktg Precision Detail Quality, LLC. Ramco Manufacturing Company, Inc. Precision Fitting And Gauge Co. Rampy, Ty
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Randal'S Tower Tech Inc Robinson, Gene D. Rapid Belts, LLC. Rockbill, Inc. Rawson, Inc. (Dallas) Rolling Star Trailers Ray, Joel And Megan Roper Pump Company Rayburn Country Electric--Remi Rosemount Analytical-Liquid Div (Mn) Raychem Supply Rosemount Inc. Ready Refresh By Nestle Rosen USA Recirculation Technologies, Ll Ross, Paden Recirculation Technologies, LLC. (Fl) Rotork (Carol Stream,Il) Red 8, LLC. Rotork Dallas Inc. (Dallas) Orders Red Ball Oxygen (Remit To Only Rowmec Equipment Company Red Ball Oxygen/Tech Gas Services (Pos) Royal Crest Ranch, Ll Red Express Pallet Company Royal Switchgear Manufacturing Reddy Ice Royal Truck Body Redi-Mix Concrete Rudeen, Bobi Reeder Distributors Ruggles-Klingemann, The, Mfg Co, Inc. Regions Bank Ruhrpumpen, Inc. Regions Bank, N.A. Rural Friends / Acre Registry of Probate Court of D Russ, Bryan F Iii Trustee 979 Registry of The Probate Court Rustic Furniture Warehouse, Ll Reinhart & Associates, Inc. Rw Lone Star Security, LLC Reinhausen Manufacturing Inc. Ryan Herco Flow Solutions Reladyne Reliability Services S & C Electric Company Relevant Industrial LLC-Remit Saber Power Services Relevant Industrial, (Quotes And Orders) Sabre Communications Corporati Relevant Solutions LLC (Plano,Tx) Orders Sabre Industries Towers & Poles (Sioux) Relevant Solutions-Remit Safety Design, Inc. Reliability Controls Corporati Safety Kleen Corporation Reliant Safety Supply Inc (San Antonio,Tx) Rental One (Granbury) Safety-Kleen - Remit Rental One (Colleyville) Safeway Oil Recovery LLC-Use 4 Republic Services Saia Motor Freight Line Republic Title of Texas Inc San Antonio Belting & Pulley Res Energy Solutions, LLC San Bernard Electric Cooperative, Inc. Rev 1 Power Services, Inc. San Miguel Electric Coop, Inc- Reynolds Company, The (Ft Worth) Sanchem, Inc. Rhew, Rudd, Fencing LLC Sandy Creek Energy Associates, Rhino Markers Sandy Creek Energy Project Acc Rhode Island Division of Taxat Sandy Creek Energy Sta Rail Tr Richards Supply Company (Waco) Sandy Creek Services, LLC Ricoh USA, Inc (Dallas Po Box Santa Rosa Telephone Coop Riggs Machine & Welding, Inc. Sardis-Lone Elm Water Supply Riley Power Inc - Remit Saunders, Walsh & Beard Ringler Chevrolet, Don (Orders Saybolt Lp Rio Grande Electric Cooperativ Saybolt Lp--Remit-844640 Riverhawk Company Schaeffer Precision Alignment, Rkneal, Inc. (Paducah,Ky) Schmidt Industries Rmb Consulting & Research, Inc. Schneider Electric - Carrolton, Tx Rnr Mobile Detail Schneider Electric System USA( Robert Half Finance & Accounti Schneider Electric Systems USA Inc Robertson Co. Tax Assessor/Collector Schneider Electric USA, Inc. (
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Schneider Electric USA/Telvent (Houston) South Plains Electric Coop Schweitzer Engineering Laborat South Plains Electric Coop - I Schweitzer Engineering Labs Quote-Orders South Texas Ele Cooperative, I Schweitzer Engineering-(Sel)--Remit South Texas Elect Coop Sciment LLC Southeast Power Corp (Melbourn Screening Systems International, Inc. Southern Services (Lawn Mowing) Scurry County Tax Assessor/Collector Southern States LLC (Po Box 98 Secretary of State, Reports Un Southern States, Inc. Segrest & Segrest Southlake, City Of Sel Engineering Services, Inc. Southland Electric Supply Sempco Surveying Inc Southwest Electric Company (Tulsa, Ok) Senergy Petroleum, LLC (Remit Southwest Energy Sensor Link (Ferndale, Wa) Southwest Energy Lp Sensorlink Corporation (C/O Ev Smith) Southwest Envirotx Sentry Equipment Corporation Southwest Ford Sequent Energy Management Southwest Ford Autogroup Service Pipeline Company Southwest Maintenance Servomex- Southwest Safety Houston Seton Identification Products Southwest Texas Electric Coop. Setpoint Integrated Solutions Southwest Thermal Technology Settle Air Inc. Southwestern Power Administration Seymour, City Of Southwestern Power Resources(A Sharpe Mixers (C/O Datum Equip Specialized Products Co Sharpe Mixers (Seattle,Wa) Specialty Fabrication LLC Sharyland Utilities, L.P. Specialty Rescue & Fire Service Shell Energy (Formerly Coral P Spectrum Business (Frmrly Time Shell Energy North America Spectrum Systems Inc Shell Trading Risk Management Spencer Fane LLP Trust Account Shermco Industries, Inc. (Irving,Tx) Spl-Southern Petroleum Lab (Houston) Sherwin Williams Co (Cleburne) Spx Component Group Shoppa'S Material Handling (Re Spx Cooling Technologies Shrieve Chemical Company (Remi Spx Cooling Technologies Inc Shuhart Company, Don Spx Flow Technology Siemens Energy Inc Spx Flow Us LLC Siemens Energy, Inc.(C/Odeloney >69Kv) Spx Flow, Inc. Siemens Industry Power-Dallas Spx Heat Transfer Inc Siemens Industry, Inc (New Kensington,Pa Spx Process Equipment(Use Spx Flow Tech) Siemens Industry,Inc.(C/O Deloney <39Kv) Spx Transformer Solutions Sigma Consulting And Training Squibb Taylor Inc Simmers Crane Design & Service St John Backhoe Service Sinclair Pipeline Company St Joseph Regional Health Cent Skyhawk Chemicals, Inc (Housto St. Matthew Lutheran Church Smelscer Plumbing, Inc. Standard & Poor's Smith, Charles Standard Alloys Engineered Ser Smith, Edward Standard Signs, Inc. Snider Janitorial Stanley Consultants, Inc. (Aus Solarwinds Staples Advantage Solberg Manufacturing, Inc. Statacorp Lp Solomon Corporation State Comptroller (Box 149357) Somervell Central Appraisal District Steagall Oil Co of Texas (Chic Sos International Steagall Oil Co of Texas Ltd
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 29 of 37
Steelweld Equipment (Use Caseco 29817) Taylor Electric Cooperative, I Stephens County Tax Assessor/Collector Teague, Nall & Perkins, Inc. Stephenville Trailers & Truck Team Furmanite Sterling Site Access Solutions Team Industrial Services, Inc. Sterling Talent Solutions Team Solutions, Inc. (Waco) Steve White Team Telecom, LLC (Lexington,Nc) Stewart & Stevenson Tech Products, Inc. Stewart & Stevenson (Dallas) Techline Inc. Sti Cems Services LLC Technical Diagnostic Services Stilwell & Associates of The U Technical Training Professiona Stoddard Silencers Techstar Stonewall County Appraisal District Teel Plumbing & Services Stonewall County Tax Assessor/Collector Teex Stormgeo, Inc Tei Construction Services Inc. Stortronics Tektronix Calibration Lab Strain Service Co Telexpress Structural Integrity Asso (San Telmar Network Technology (Council Buffs Suddenlink Tempco Electric Heater Corpora Suez (Fka-Water & Power Tech) Tempest Telecom Solutions Suez Treatment Solutions Inc Temple Generation 1 Sullivan Process Controls LLC Temtex Temperature Systems, In Sulzer Pump Services (Us) Inc Tenaska Marketing Ventures Sulzer Pumps (Us) Inc. (Portland) Orders Tenaska Marketing Ventures (Co Sun Coast Resources Inc. Tenaska Power Serv Sunbelt Rentals (Burleson) Terex Services Sunbelt Supply Company (Houston) Terex Utilities - Remit Sunsource Tessco Incorporated (Atlanta,G Sunsource - Air Dreco (Houston) Tessco Technologies Inc. Sun-Star Electric, Inc. Test Equipment Depot Surveying And Mapping, Inc (Sam Inc) Testex, Inc.(Payment) Sutter Energy, LLC Testoil-Remit To Swan Analytical USA Tex Blast Swpa Texas A&M Agrilife Extension Service Swpp Texas A&M University-Inv/Vo/Je Sykora Family Ford, Inc. Texas Aerial Inspections, LLC Sykora Truck & Trailer Repair, Texas Air Handlers (Greenville,Tx) Symmetry Energy Solutions Texas Airsystems, LLC Syntech Systems, Inc. (Fuelmas Texas Alloys & Tool Company System One Holdings, LLC Texas Board of Professional En System Operations Success International Texas Commission On Environmen T & T Pump Co., Inc. (Fairfax, Texas Compression, LLC Talley Communications Texas Custom Trailers, Lp Targa Gas Marketing Texas Department of Licensing Tarpley Services, LLC(Frmly Ta Texas Department of State Health Service Tarrant Co. Tax Assessor/Collector Texas Dept. of Licensing & Reg Tarrant Regional Water Distric Texas Electric Cooperative Tarrant Regional Water District-Jack Co Texas Excavation Safety System Tas Energy, Inc. (Houston,Tx) Texas Express Pipeline LLC Tas Environmental Services, L. Texas Gas Assocation Tate-Jones Inc Texas Land Services Taylor County Appraisal District Texas Meter & Device Company
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 30 of 37
Texas Municipal Power Agency-T Transcat (Houston) Orders Texas Mutual Ins Co (Wire Only Transcat, Inc Texas New Mexico Power Transdata, Inc. Texas Overhead Door Company Transgard Systems, LLC Texas Pest Elimination Service Trantech Texas Rope Rescue Trench Limited Texas Safe And Lock Corporatio Trenwa Inc. Texas Society of Cpa'S--Tscpa Trewa-Scholarships Texas Trucks Direct Tri-City Express Care Dba Fast Texas Valve & Fitting Co.(Use 44146) Tri-County Electric Texas Workforce Commission-Rem Tri-County Electric Coop-Inv/V Texas, Comptroller of Public A Trillium Valves USA Texas-New Mexico Power Co Triniti Consulting LLC Texoma Foam Insulation Services, LLC Trinity Turbine Technology Lp The Nitsche Group Trinity Valley Electric Coop., The Pitney Bowes Bank Inc (Res Triple J Paper & Chemical (Rem The Von Corporation Triple J Paper & Supply Therma-Ice Ttl, Inc Therma-Ice/Enderby Gas, Inc. Tu Electric - Transm. Access I Thermo Environmental Inst.--Re Turbine Controls & Excitation Thermo Environmental Instruments (Orders Turner Chevrolet, Jim (Mcgrego Thermo Environmental Instruments, LLC. Turner Transfer (Guy M Tuner, Thermo Fluids (Crowley,Tx) Twin Eagle Resource Management Thermometrics Tx Hydro Industrial Services ( Thielsch Engineering Inc--Remi Txtag Thomas & Betts Corp--Remit Txu Electric-Po Box 100001-Rem Thompson & Knight Txu Energy-650638-Power (Allbi Threaded Fasteners, Inc. Txu Transmission Division--910 Throckmorton County Appraisal U. S. Underwater Services, LLC Thyssen Elevator Corporation/Us Elevator Ue Compression (Denver) Thyssenkrupp Elevator Corp (Fo Ue Compression (Henderson,Co) Orders Thyssenkrupp Elevator-Remit-At Uline Tinkler, Kevin Ultimate Tool & Safety Titan Elevator Service Ultra Electronics, Energy Titan Quality Power Services ( Unex (Fmly Hytorc) Tj/H2B Analytical Services (Lo Unified Services of Texas Tmc Industries Inc. Unifirst Holdings - Hewitt, Tx Tnt Crane & Riggin (Box 301502 Union Pacific Railroad Company Tnt Crane & Rigging, Inc.(Use Ft Worth) Unique Systems Tolar Warehouse United Cooperative Services Tomopal, Inc. United Electronic Recycling, L Top'S Termite & Pest Control United Rentals #537 (Ft Worth) Torcup, Inc. United Rentals #C37 (Denton) Torvic Technologies Inc United Rentals (Ardmore) Total Gas & Power United Rentals (Weatherford) Total Gas & Power North Americ United Rentals North America, Total Office Solutions United Rentals Northwest, Inc Totalrewards Software Inc United Servo Hydraulics, Inc. Totelcom Communications, (Coma United Site Services - Remit Town of Little Elm United States Plastic Corporation Trane U.S. Inc. (Ft Worth) United States Postal Service
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 31 of 37
United States Treasury Wal-Tech Valve (Mobile,Al) United Telephone Co of Texas-3 Walton, Bonnie Univar USA Inc (Dallas) Wann'S Mickey Water Refining S Universal Analyzers Inc Ware'S Giant Tire Service Upright Industrial Group, LLC Warren-Heim Corporation Ups Waste Connections Ups Freight Waste Management Ups Supply Chain Solutions, In Watson And Son, Inc. Utc Utilities Technology Counc Wayne Enterprises,Inc Vallen (Atlanta,Ga) Wc of Texas-Dallas 200506 Vallen (Fka-Hagemeyer North America) Weatherford Truck Equipment Valley Solvents & Chemicals (C Weatherford, City Of-Inv/Vo/Je Valmont Newmark - Remit-91410 Weir Minerals North America Valmont Site Pro 1 Weir Slurry Group, Inc.-Remit Valve Systems, Inc. Wells Fargo Bank (Corp Trust) Vanremmen, Travis J. Wells Fargo Bank N.A. Vardata Wells Fargo Commodities Varidesk, LLC Wesco Distribution, Inc - 1751 Vector Cag West Texas Utilities -13564 (2 Vector Controls LLC West Wise Special Utility Dist Vector Sales Inc. Westair Gases & Equipment (Pas Veex Inc. Westair Gases & Equipment Inc (Springtow Venture Industrial Productions (Vip) Western Management Group Veolia Environmental Services Westrentals Veriforce Wfec Verizon Wireless (660108) White Outdoor Services Versacor (Pest Control) Southl Whitley Steel Building Supply Versalift Southwest LLC Whitlock Instrument Vertex Inc (New Remit)(2/1/12) Whitney Isd Vibra Screw, Inc. Wildcat Cranes, Inc. (Ft Worth,Tx) Victaulic Bermad Technologies Williams Truck N' Tractor Serv Vinson Process Controls Williamson Co. Tax Assessor/Collector Vinson Process Controls Co - R Willis Towers Watson Us LLC Vision Service Plan Wilmore Electronics Company, I Vista Com (Houston) Wilson Company (Haltom City) Vitol Inc. Wilson County Tax Assessor/Collector Vivax-Metrotech Wind Energy Transmission Texas Vmware Inc Window Genie of Waco Volta Windstream Communications (Cab Voom, LLC Windy City Wire W & M Environmental Group, LLC Winncom Technologies Corp (Rem Waco Tribune-Herald Wise County Tax Assessor/Collector Waco Warehouse Wise County Title (Wire) Waco, City Of-A/P (Water) Wise County Title Company Wagner-Smith Company (Dayton,Oh) Wise Electric Cooperative-Inv/ Wagner-Smith Equipment Co. -R Wise/Chem Safe Pest Control (G Wales Industrial Service, Inc. Womack Machine Supply (Farmers Branch) Walker & Associates Inc--Remit Womack Machine Supply Co Walker County Appraisal District Wood County Electric Cooperati Waller, Chris Woods & Poole Economics Inc Walnut Creek Special Utility D Worsham-Steed Gas Storage
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 32 of 37
Worsham-Steed Gas Storage, Lp Cross Timbers Water Supply Cor Wright Express/ Fleet Fueling Direct Energy Business Wright Line Entergy Wtu Retail Energy Floresville, City Of Ww Electronics Inc (Do Not Use) Flower Mound, Town of Ww Electronics Solutions (Quin Frontier Communications Xpo Logistics-Formerly Con-Way Ft Belknap Electric Coop.-Inv/ Xylem Inc Glenn Heights, City of (Water) Yellowhouse Machinery Co. Granbury Municipal (City of Gr Yokogawa Corp of America/Techstar Grayson-Collin Electric- Yokogawa Corp.Of America---Rem Heart of Texas Electric Cooper York Sciencific Inc Highland Village, City Of York, Daniel And Sandra J-A-C Electric-Payables--Post Young Company, R M Karnes Electric Cooperative - Young County Appraisal District Knox Waste Service Zarky Development, LLC Lake Palo Pinto Water Supply C Zemar Inc Lipan Telephone Co Zephyr Environmental Corporation M.E.N.Water Supply Corporation Zoho Corporation Mackay Comm Fka Gardline Comm Zoll Medical Corporation Mckinney, City of (Water) Mid-South Synergy-Inv/Vo/Je Utilities Mp2 Energy Texas Aerobic Septic Pros Mustang Special Utility Distri Alenco Communications Navarro County Electric Cooper AT&T Navasota Valley Electric AT&T Mobility (Box 6463) Nortex Communications Atmos Energy (Box 790311) Pedernales Electric Coop -Paya Bartlett Electric Coop-Inv./Vo Pentex (Fka Cooke County Elec Bolivar Water Supply Corporati Premiere Global Services Brazos Companies-Braz2010/Red Reliant Bryan Texas Utilities (Btu)100 Santa Rosa Telephone Coop Bryan Utilities (Box 8000) Sardis-Lone Elm Water Supply Cap Rock Telephone Coop ( Remi Seymour, City Of Central Texas Telephone Coop Southlake, City Of Centurylink Spectrum Business (Frmrly Time Centurylink (Fmr Embarq) - 296 Suddenlink City of Celina Tarrant Regional Water Distric City of Fort Worth Water Depar Totelcom Communications, (Coma City of Frisco - Remit Town of Little Elm City of Granbury Tri-County Electric Coop-Inv/V City of Hearne - Garbage Txu Energy-650638-Power (Allbi City of Hudson Oaks United Cooperative Services City of Lewisville United Telephone Co of Texas-3 City of Plano Verizon Wireless (660108) Cleburne, City Of Waco, City Of-A/P (Water) Comanche Electric Coop-Inv/Vo. Walnut Creek Special Utility D Community Telephone Company Weatherford, City Of-Inv/Vo/Je Concord Robbins Wsc West Wise Special Utility Dist Consolidated Communications Windstream Communications (Cab Consolidated Communications Tx Wise Electric Cooperative-Inv/ Coserv (Box 650785) Wtu Retail Energy
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 33 of 37
Taxing Authorities Franklin ISD Tax Assessor/Collector Aquilla ISD Freestone Co. Tax Assessor/Col Archer County Tax Assessor/Collector Frisco City Tax Collector Atascosa Co. Tax Assessor/Coll Frisco ISD Balch Springs City Frost ISD Baylor County Appraisal District Garland Isd Bell County Appraisal District Georgetown ISD Blum ISD Glenn Heights City Bosque County Tax Assessor/Col Goldburg ISD Brazoria County Tax Assessor/Collector Grapevine-Colleyville Isd Brazos County Tax Assessor/Col Grayson Co. Tax Assessor/Colle Bremond ISD Grimes Co. Appraisal District Brown County Appraisal District Grimes Co. Tax Assessor/Collector Buckholts ISD Guadalupe Co. Tax Assessor/Col Childress Co. Appraisal Distri Hamilton Co. Appraisal District Chilton ISD Hardeman County Tax Assessor/Collector Cisco ISD Haskell County Appraisal District City of Garland Hearne ISD City of Hearne Henderson County Tax Assessor/Collector City of Mesquite Hill County Appraisal District City of Venus Hill County Tax Assessor/Colle Clay County Appraisal District Hood County Appraisal District Clifton ISD Hood County Tax Office Collin County Tax Assessor/Col Hunt County Tax Assessor/Collector Comanche Co. Tax Assessor/Coll Itasca ISD Cooke County Appraisal District Jack County Appraisal District Coppell City/Coppell ISD Jack County Tax Assessor/Collector Coppell ISD Johnson Co. Tax Assessor/Collector Corsicana ISD Tax Office Johnson County Appraisal District Coryell Co. Tax Assessor/Colle Karnes City ISD Cottle County Appraisal District Kent County Appraisal District Crosby County Appraisal District Kerens ISD Dallas City King County Tax Assessor/Collector Dallas Co. Tax Assessor/Collector Knox County Appraisal District Deleon ISD Lampasas Central Appraisal District Denton City Tax Collector Leander ISD Denton County Tax Office Leon County Tax Assessor/Collector Desoto Joint School & City Tax Office Leon Isd Dickens County Tax Assessor/Co Limestone County Tax Assessor/Collector Eagle Mountain -Saginaw ISD Madison Co. Tax Assessor/Collector Eastland Co. Appraisal Distric Marion ISD Eastland County Tax Assessor/Collector Mclennan Co. Tax Assessor/Collector Ellis County Tax Assessor/Coll Mcmullen County Tax Office Ennis City Milam County Tax Assessor/Collector Ennis ISD Mildred ISD Erath Co. Tax Assessor/Collector Montague Co. Appraisal District Falls County Tax Assessor/Coll Montague Co. Tax Assessor/Collector Floresville ISD Montgomery Co. Tax Assessor/Collector Foard County Appraisal District Navarro Co. Appraisal District Forestburg ISD Tax Collector Navarro Co. Tax Assessor/Collector Franklin ISD Nocona ISD
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 34 of 37
Normangee ISD Wise Co. Appraisal District Oakwood ISD Wise County Tax Assessor/Collector Palo Pinto County Tax Collector Young County Appraisal District Parker Co. Appraisal District Prairie Valley ISD Prosper ISD Quanah Isd US Trustee Office Southern District of Texas Richardson ISD Alicia Barcomb Rio Vista ISD Barbara Griffin Rising Star ISD Christy Simmons Robertson Co. Tax Assessor/Collector Clarissa Waxton Rochester ISD Glenn Otto Saint Jo ISD Gwen Smith Scurry County Tax Assessor/Collector Ha Nguyen Somervell Central Appraisal District Hector Duran Stephens County Tax Assessor/Collector Jacqueline Boykin Stockdale ISD Jana Whitworth Stonewall County Appraisal District Jayson B. Ruff Stonewall County Tax Assessor/Collector Linda Motton Tarrant Co. Tax Assessor/Collector Luci Johnson-Davis Taylor County Appraisal District Michael J. Bujold Teague ISD Patricia Schmidt Throckmorton County Appraisal District Stephen Statham Travis County Tax Assessor/Collector Walker County Appraisal District Bankruptcy Judges Southern District of Walker County Tax Assessor/Collector Texas Whitney Isd Christopher M. Lopez Williamson Co. Tax Assessor/Collector David Jones (Current Chief Judge) Wilmer-Hutchins ISD Eduardo V. Rodriguez Wilson County Appraisal District Jeffrey P. Norman Wilson County Tax Assessor/Collector Marvin Isgur
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 35 of 37
Current and Former PUCT Commissioners Arthur C. D’Andrea DeAnn Walker Shelly Botkin
Current and Former ERCOT Directors Arthur D’Andrea Bill Magness Bob Kahn Clifton Karnei Craig Ivey Julie Parsley Keith Emery Kevin Gresham Lori Cobos Mark Carpenter Nick Fehrenback Peter Cramton Raymond Hepper Sally Talberg Sam Harper Shannon McClendon Terry Bulger Vanessa Anesetti-Parra
Official Committee of Unsecured Creditors Leslie Hixson MUFG Bank, Ltd. Pension Benefit Guaranty Corporation Stefano Russolillo
Committee Professionals FTI Consulting Kramer Levin Naftalis & Frankel LLP Lazard Freres & Co. Porter Hedges LLP
Debtor’s Professionals Berkeley Research Group, LLC Collet & Associates LLC Eversheds Sutherland (US) LLP Foley & Lardner LLP Norton Rose Fulbright US LLP
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 36 of 37
Schedule 2
Disclosure Schedule
ADM Life Insurance Company Of North America Bank Of Tokyo Luminant Bank of Tokyo Mitsubishi Ufj, Ltd. Luminant Energy Bank Of Tokyo-Mitsubishi Ufj, Luminant Energy Co LLC Barclays Bank Macquarie Energy Bently Nevada, Llc (Minden,Nv) Mellon Trust Chesapeake Energy Marketing Morgan Stanley Citi Bank, N.A. Morgan Stanley Capital Group I Citi Group Energy Inc. Morgan Stanley Capital Group Inc. Citigroup Energy Mp2 Energy Texas Connecticut General Life Insurance Company Mufg Bank Consolidated Communications MUFG Bank Ltd. Consolidated Communications Tx MUFG Bank, Ltd. Coral Power, LLC Occidental Energy Marketing, Inc Dell Direct Sales L.P. (Austin Oncor Electric Delivery Dell Inc. Open Systems International Inc Emerson Process Management Pitney Bowes Gfs - Orders & Re Emerson Process Valve Automation Inc Ready Refresh By Nestle Engie Energy Marketing Na Shell Energy Enlink Gas Marketing Shell Energy (Formerly Coral P Epm Power & Water Solutions In Shell Energy North America Fluke Electronics Corp Shell Energy North America (Us), L.P. Fluke Electronics Corp Calibration (Orde Shell Trading Risk Management Ge Betz,Inc (Use Ge Power & Water 29176) Siemens Energy Inc Ge Energy - Technical Training Siemens Energy, Inc.(C/Odeloney >69Kv) Ge Energy Management (Mutlin) Siemens Industry Power-Dallas Ge Energy Services Siemens Industry, Inc (New Kensington,Pa Ge Energy Services (C/O Troy Bohnert) Siemens Industry,Inc.(C/O Deloney <39Kv) Ge International, C/O Troy Bohnert Suddenlink Ge International, Inc. (Box 84 Tas Energy, Inc. (Houston,Tx) Ge Mds, Llc The Bank Of Tokyo-Mitsubishi, Ltd, New York Ge Steam Power Inc. (Atlanta) Branch General Electric International The Guardian Life Insurance Company Of General Electric Intl (Smart Signal) Ga America General Electric, C/O Tec Utility Supply The Pitney Bowes Bank Inc (Res Goodyear Tire And Rubber Company The Prudential Insurance Company Of America Ingersoll Rand (Dallas) Orders Total Gas & Power Ingersoll Rand Co. (15768 Coll Total Gas & Power North Americ Ingersoll-Rand - Service Center (Dallas) Total Gas & Power North America, Inc. Inspirus (Formerly Diamond H) Txu Electric-Po Box 100001-Rem J Aron Txu Energy-650638-Power (Allbi J. Aron Txu Transmission Division J. Aron & Company Union Fidelity Life Insurance Company John Zink, Llc (Tulsa,Ok) Orders Verizon Wireless (660108) Koch Energy Services Vmware Inc Koch Energy Services, LLC Xylem Inc
Case 21-30725 Document 506-1 Filed in TXSB on 05/04/21 Page 37 of 37
Notes:
1. A member of the board of directors of Lazard’s parent company, Lazard Ltd, is also a member of senior management of a foreign subsidiary of AT&T Inc., AT&T, AT&T Long Distance (Box 5017) and AT&T Mobility (Box 6463) are listed as Potential Parties in Interest under the category “Vendors” and/or “Utilities.”
Case 21-30725 Document 506-2 Filed in TXSB on 05/04/21 Page 1 of 7
Exhibit B
Client Declaration
Case 21-30725 Document 506-2 Filed in TXSB on 05/04/21 Page 2 of 7
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
------x : In re: : Chapter 11 : BRAZOS ELECTRIC POWER : Case No. 21-30725 (DRJ) COOPERATIVE, INC.,1 : : : (Jointly Administered) Debtor. : :
DECLARATION OF COMMITTEE REPRESENTATIVE IN SUPPORT OF APPLICATION FOR APPROVAL PURSUANT TO FED. R. BANKR. P. 2014(a) FOR ORDER UNDER SECTIONS 328 AND 1103 OF THE BANKRUPTCY CODE AUTHORIZING THE EMPLOYMENT AND RETENTION OF LAZARD FRÈRES & CO. LLC, AS INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS EFFECTIVE AS OF APRIL 5, 2021
I, Michael Strollo, as authorized representative of the Committee, declare under penalty of perjury as follows:
1. I, Michael Strollo am the authorized representative of the Pension Benefit Guaranty
Corporation (“PBGC”). PBGC was appointed to the Official Committee of Unsecured Creditors
(the “Committee”) in the above-captioned chapter 11 proceeding (the “Chapter 11 Case”) of the above-captioned debtor and debtor in possession (the “Debtor”). I am authorized to submit this declaration (the “Declaration”) in support of the Application for Approval Pursuant to Fed. R.
Bankr. P. 2014(a) for Order under Sections 328 and 1103 of the Bankruptcy Code Authorizing the
Employment and Retention of Lazard Frères & Co. LLC as Investment Banker to the Official
1 The Debtor in this chapter 11 case, along with the last four digits of its federal tax identification number is: Brazos Electric Power Cooperative, Inc. (4729). Additional information regarding this case may be obtained on the website of the Debtor’s proposed claims and noticing agent at https://cases.stretto.com/Brazos. The Debtor’s address is 7616 Bagby Avenue, Waco, TX 76712.
1 Case 21-30725 Document 506-2 Filed in TXSB on 05/04/21 Page 3 of 7
Committee of Unsecured Creditors Effective as of April 5, 2021 (the “Application”)2 on behalf of the Committee. I am competent to make this declaration in support of the Application.
2. This Declaration is based upon information known to me through my role as a member of the Committee. I submit this Declaration to describe the basis of the Committee’s decision to seek authority to retain and employ Lazard Frères & Co. LLC (“Lazard”) as its investment banker, to provide a brief overview of this Committee’s selection process in choosing
Lazard, and generally to summarize my understanding of the Committee’s decision to retain both an investment banker and a financial advisor. At any hearing on the Application, I will be available to testify concerning these matters.
The Committee’s Selection of Lazard Frères & Co. LLC
3. Lazard is proposed to serve as investment banker to the Committee. The
Committee recognizes that a review process is necessary in managing investment bankers to ensure that bankruptcy professionals are subject to the same scrutiny and accountability as professionals in non-bankruptcy engagements. The review process utilized by the Committee here assessed potential committee investment bankers based on their expertise in the relevant case issues and in similar proceedings.
5. On March 15, 2021, the Office of the United States Trustee for the Southern District of Texas (the “U.S. Trustee”) appointed the Committee pursuant to section 1102 of the Bankruptcy
Code [Docket No. 248]. The Committee was reconstituted by the U.S. Trustee on March 24, 2021
[Docket No. 285]. The Committee consists of the following four (4) members: (i) MUFG Bank,
Ltd., (ii) Pension Benefit Guaranty Corporation, (iii) Stefano Russolillo, and (iv) Leslie Hixson.
2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application.
2 Case 21-30725 Document 506-2 Filed in TXSB on 05/04/21 Page 4 of 7
6. Shortly after the Formation Meeting, on March 17, 2021 the Committee selected
Kramer Levin Naftalis & Frankel LLP and Porter Hedges LLP as its counsel, and on March 22,
2021, the Committee selected FTI as its financial advisor.
7. On March 24, 2021, the Committee interviewed numerous potential investment bankers. The Committee did not choose to retain an investment banker immediately and, after deliberation on the merits of retaining investment banker in this case, solicited additional materials from certain candidates. The Committee also engaged in further negotiations with the remaining candidates regarding the terms of their engagement and compensation structure. After further deliberation on April 5, 2021, the Committee voted to retain Lazard as its investment banker, subject to Court approval.
8. The Committee determined it would be necessary to retain an investment banker to assist with various case issues, including a review and analysis of any valuation of the Debtor or its assets, evaluation of the Debtor’s debt capacity in light of projected cash flows, review and analysis of any proposed capital structure for the Debtor, assisting the Committee in evaluating the process for and ultimate selection of the Debtor’s DIP financing, review and analysis of existing debt strucutres and potential refinancing alternatives, advising on strategic alternatives to the Debtor, analysis of any restructuring plan, analysis of any new securities and analyzing any potential financial impact of any legislative and/or regulatory proposals that impact the Debtor’s operations.
9. The Committee believes that Lazard’s extensive experience in corporate reorganizations, both out of court and under chapter 11 of the Bankruptcy Code, makes it well qualified to represent the Committee in this Chapter 11 Case in an efficient and timely manner.
3 Case 21-30725 Document 506-2 Filed in TXSB on 05/04/21 Page 5 of 7
Thus, the Committee decided to retain Lazard as the Committee’s proposed investment banker during this Chapter 11 Case.
Rate Structure
10. Lazard has informed the Committee that its rates for bankruptcy representations are consistent with and comparable to the rates Lazard charges for non-bankruptcy representations.
The Committee understands that a compensation arrangement consisting of (i) a monthly fee plus
(ii) a transaction fee is standard for investment banking firms. Having received and evaluated proposals from a number of other investment bankers, the Committee determined that Lazard’s compensation package was reasonable and is within the “market” rate for investment bankers retained by estate professionals in Chapter 11 cases.
Avoidance of Duplication
11. By separate application, the Committee is also requesting approval to employ FTI
Consulting, Inc. (“FTI”) to provide certain financial advisory services to the Committee. The services that FTI will provide to the Committee are separate and distinct from the investment banking services that Lazard will provide to the Committee. In order to ensure that there is no duplication of services by either firm during the pendency of this chapter 11 case, as requested by the Committee, Lazard and FTI will coordinate on the services they are providing to the
Committee, as each have done in prior cases in which an unsecured creditors’ committee retains an investment banker, such as Lazard, and a financial advisor, such as FTI. At the Committee’s request, representatives of Lazard and FTI have met to address an appropriate and efficient division of responsibilities. During the course of this Chapter 11 Case, the Committee will closely monitor allocation of responsibility and services to be rendered by Lazard and FTI to avoid any unnecessary duplication and inefficiencies. Indeed, since Lazard’s selection, Lazard has taken a lead role on the services described in paragraph 8 above, such as the review of the Debtor’s proposed DIP
4 Case 21-30725 Document 506-2 Filed in TXSB on 05/04/21 Page 6 of 7
financing, and will, in the future, take the lead to the extent any such tasks require further effort
(i.e., valuation and securitization).
12. The Committee concluded that the services of both Lazard and FTI will be necessary to ensure that the Committee is able to execute its statutory mandate and discharge its fiduciary duty to unsecured creditors. The Committee also believes that each firm possesses distinct skills and experiences that are required by the Committee to evaluate numerous issues facing unsecured creditors in this Chapter 11 Case, and that it is prudent in the overall circumstances of this case to engage both firms. The Committee has agreed that both firms must be utilized.
13. Based on the foregoing, the Committee respectfully requests that the Court enter the Order approving the retention of Lazard.
5 Case 21-30725 Document 506-2 Filed in TXSB on 05/04/21 Page 7 of 7
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: May 4, 2021 THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF BRAZOS ELECTRIC POWER COOPERATIVE
By: ______Michael Strollo on behalf of the Pension Benefit Guaranty Corporation solely in its capacity as representative of the Official Committee of Unsecured Creditors of Brazos Electric Power Cooperative, and not in any other capacity
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
) In re: ) Chapter 11 ) BRAZOS ELECTRIC POWER 1 COOPERATIVE, INC., ) Case No. 21-30725 (DRJ) ) Debtor. ) )
ORDER (I) AUTHORIZING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO EMPLOY AND RETAIN LAZARD FRÈRES & CO. LLC AS INVESTMENT BANKER, EFFECTIVE AS OF APRIL 5, 2021, (II) MODIFYING CERTAIN TIME-KEEPING REQUIREMENTS, AND (III) GRANTING RELATED RELIEF
Upon the application (the “Application”)2 of the Official Committee of Unsecured
Creditors of Brazos Electric Power Cooperative, Inc. (the “Committee”) for entry of an order
(this “Order”), pursuant to sections 328(a) and 1103 of the Bankruptcy Code authorizing the
Committee to (a) retain and employ Lazard Frères & Co. LLC (“Lazard”) as their investment banker, effective as of April 5, 2021, on the terms and subject to conditions set forth herein and in the Engagement Letter (including the Indemnity Provisions contained in Exhibit A, attached thereto), (b) modifying certain time-keeping requirements as set forth below, and (c) granting related relief, all as more fully set forth in the Application and the Engagement Letter, attached hereto as Exhibit 1; and upon the declarations of Tyler Cowan and Michael Strollo, the Committee
1 The Debtor in this chapter 11 case, along with the last four digits of its federal tax identification number, is: Brazos Electric Power Cooperative, Inc. (4729). Additional information regarding this case may be obtained on the website of the Debtor’s proposed claims and noticing agent at https://cases.stretto.com/Brazos. The Debtor’s address is 7616 Bagby Avenue, Waco, TX 76712
2 Capitalized terms used and not defined herein have the meanings ascribed to them in the Application.
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representative, in support of the Application; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. § 1334; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found that it may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that Lazard is a “disinterested person” as contemplated under section
328 of the Bankruptcy Code; and this Court having found that the relief requested in the
Application is in the best interests of the Debtor, its estate, its creditors, and other parties in interest; and this Court having found that the Committee’s notice of the Application and opportunity for a hearing on the Application (a “Hearing”) were appropriate and no other notice need be provided; and upon the Hearing having been held, if necessary, to consider the relief requested in the
Application; and upon consideration of the record of the Hearing, if any, and all of the proceedings had before the Court; and the Court having determined that Lazard has met the disinterestedness standard set forth in section 1103(b) of the Bankruptcy Code, and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT,
1. The Committee is authorized, pursuant to sections 328(a) and 1103 of the
Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1 and 20161, to retain
Lazard as its investment banker, effective as of April 5, 2021, under the terms and conditions set forth in the Engagement Letter (including the Indemnity Provisions contained therein), as modified by this Order.
2. All of Lazard’s compensation as set forth in the Engagement Letter—including, without limitation, the Monthly Fee, the Restructuring Fee, the expense-reimbursement, indemnification, contribution, and related obligations in the Engagement Letter (i.e., the Indemnity
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Provisions)—is approved pursuant to section 328(a) of the Bankruptcy Code, and Lazard shall be compensated, reimbursed, and indemnified pursuant to section 328(a) of the Bankruptcy Code in accordance with the terms of, and at the times specified in, the Engagement Letter (including the
Indemnity Provisions), as modified by this Order.
3. Lazard shall file interim and final fee applications (as applicable) for the allowance of compensation for services rendered and reimbursement of expenses incurred in accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable orders of this Court, provided that Lazard shall be compensated and reimbursed pursuant to section 328(a) of the Bankruptcy Code, and Lazard’s fees and expenses shall not be subject to review under the standard set forth in section 330 of the Bankruptcy Code; provided, further, that fees and expenses shall be subject to review and approval in any interim and final fee applications and shall be paid pursuant to an order of this Court approving an interim or final fee statement or application for the allowance of compensation and reimbursement of expenses filed by Lazard pursuant to the procedures set forth in sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of this
Court.
4. Notwithstanding anything to the contrary herein, the U.S. Trustee retains all rights to object to Lazard’s interim and final fee applications (as applicable, including expense reimbursement) on all grounds, including the reasonableness standard provided for in section 330 of the Bankruptcy Code. Lazard shall include in its interim and final fee applications, among other things, time records setting forth, in summary format, a description of the services rendered by each professional and the amount of time spent on each date by each such individual in rendering
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services on behalf of the Committee in half-hour (.5) increments, but Lazard shall be excused from keeping time in tenth-hour (.1) increments.
5. None of the fees payable to Lazard shall constitute a “bonus” or fee enhancement under applicable law.
6. In accordance with the terms set forth in the Application and the Engagement
Letter, the Debtor shall promptly reimburse Lazard for all reasonable expenses incurred by Lazard and the reasonable fees and expenses of outside counsel, if any, retained by Lazard. If Lazard seeks reimbursement for attorneys’ fees pursuant to the terms of the Engagement Letter, the invoices and supporting time records from such attorneys (which may be redacted to protect confidential information and applicable privileges) shall be included in Lazard’s own interim and final fee applications (as applicable), and such invoices and time records shall be subject to (a) the guidelines promulgated by the U.S. Trustee for compensation and reimbursement of expenses and
(b) approval by the Bankruptcy Court under sections 330 and 331 of the Bankruptcy Code, without regard to whether such attorneys have been retained under section 327 of the Bankruptcy Code and without regard to whether such attorneys’ services satisfy section 330(a)(3)(C) of the
Bankruptcy Code. Notwithstanding the foregoing, Lazard shall only be reimbursed for any legal fees incurred in connection with this Chapter 11 Case to the extent permitted under applicable law and the decisions of this Court. Lazard shall not seek reimbursement from the Debtor’s estate for any fees incurred in defending any of Lazard’s fee applications in this Chapter 11 Case.
7. The Indemnity Provisions are approved, subject during the pendency of this
Chapter 11 Case to the following:
(a) subject to the provisions of subparagraphs (b) and (c) below, the Debtor is authorized to indemnify, and to provide contribution and reimbursement to, and shall indemnify, and provide contribution and reimbursement to, the Indemnified Persons (as defined in the Indemnification Provisions) in
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accordance with the Indemnification Provisions for any claim arising from, related to, or in connection with the services provided for in the Engagement Letter;
(b) notwithstanding subparagraph (a) above or any provisions of the Engagement Letter (including the Indemnity Provisions) to the contrary, the Debtor shall have no obligation to indemnify an Indemnified Person or provide contribution or reimbursement to an Indemnified Person (i) for any claim or expense that is judicially determined (the determination having become final) to have arisen from such Indemnified Person’s bad faith, self- dealing, breach of fiduciary duty (if any), gross negligence, or willful misconduct, (ii) for a contractual dispute in which the Debtor alleges the breach of Lazard’s contractual obligations if the Court determines that indemnification, contribution, or reimbursement would not be permissible as a result of In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003), or (iii) for any claim or expense that is settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by this Court, after notice and a hearing pursuant to subparagraph (c) infra, to be a claim or expense for which such Indemnified Person should not receive indemnity, contribution or reimbursement under the terms of the Engagement Letter (including the Indemnity Provisions), as modified by this Order; and
(c) if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in the Debtor’s case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing the Debtor’s chapter 11 cases, Lazard believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor’s indemnification, contribution and/or reimbursement obligations under the Indemnification Provisions, as modified by this Order, Lazard must file an application therefore in this Court, and the Debtor may not pay any such amounts to Lazard before the entry of an order by this Court approving such payment. This subparagraph (c) is intended only to specify the period during which the Court shall have jurisdiction over any request by Lazard for indemnification, contribution or reimbursement and is not a provision limiting the duration of the Debtor’s obligation to indemnify.
8. Lazard shall not charge a markup to the Committee with respect to fees billed by contract employees or independent contractors who are hired by Lazard to provide services to the
Committee and shall ensure that any such contract employees are subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code and Bankruptcy Rules.
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9. To the extent the Committee wishes to expand the scope of Lazard’s services beyond those Services set forth In the Application or the Engagement Agreement (including the
Indemnity Provisions), the Committee shall be required to seek further approval from this Court.
10. The Committee will coordinate with Lazard and the Committee’s other professionals to minimize unnecessary duplication of efforts among the Committee’s professionals.
11. To the extent that there may be any inconsistency between the terms of the
Application, the Engagement Letter (including the Indemnity Provisions), the Cowan Declaration, and this Order, the terms of this Order shall govern.
12. Notwithstanding Bankruptcy Rule 6004(h), this Order shall be immediately effective and enforceable upon its entry.
13. The Committee and the Debtor are required to take all action necessary to effectuate the relief granted in this Order.
14. The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Order.
Houston, Texas Dated: ______, 2021 JUDGE DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE
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Exhibit 1
Engagement Letter
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As of April 5, 2021
OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF BRAZOS ELECTRIC POWER COOPERATIVE, INC.
Attention: David Helffrich MUFG Bank, Ltd. 500 N. Akard St., Suite 4200 Dallas, TX 75248
Michael Strollo Pension Benefit Guaranty Corporation 1200 K Street, N.W. Washington, D.C. 20005
Stefano Russolillo 2917 Dockside Drive Little Elm, TX 75068
Leslie Hixson 1400-B County Road 387 Bartlett, TX 76511
Dear Ladies and Gentlemen:
This letter and the accompanying exhibit confirm the terms under which the Official Committee of Unsecured Creditors of Brazos Electric Power Cooperative, Inc. (the “Committee”) has engaged Lazard Frères & Co. LLC to act as investment banker to the Committee in connection with the matters set forth herein. For purposes hereof, the term “Company” means Brazos Electric Power Cooperative, Inc. which is the sole debtor in the chapter 11 case (Case No. 21-30725) pending in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”)1.
I. Scope of Services. Lazard shall perform the following investment banking services for the Committee, in each case as necessary and if requested:
A. review and analyze the business, operations, liquidity, assets and liabilities, financial condition and prospects of the Company;
B. review and analyze the Company’s business plan;
1 It is expressly understood and agreed that all references to obligations of the Company under the terms of the Engagement Letter and Exhibit A shall be obligations of the Company pursuant to the order entered by the Bankruptcy Court pursuant to and in accordance with the application of the Committee to retain Lazard as its investment banker.
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C. evaluate the Company’s debt capacity in light of its projected cash flows;
D. review and provide an analysis of any proposed capital structure for the Company;
E. review and provide an analysis of any valuation of the Company or its assets;
F. advise and attend meetings of the Committee as well as meetings with the Company or other third parties as appropriate in connection with the matters set forth herein;
G. advise and assist the Committee in evaluating the financial aspects of any potential DIP loans or other financing by the Company;
H. review, analyze and advise the Committee with respect to the existing debt structures of the Company, and potential refinancing alternatives for existing debt;
I. advise and assist the Committee in analyzing strategic alternatives potentially available to the Company;
J. review and provide an analysis of any restructuring plan (as the same may be modified from time to time, a “Plan”) proposed by any party;
K. review and provide an analysis of any new securities, other consideration or other inducements to be offered and/or issued under a Plan or otherwise;
L. advise the Committee on tactics and strategies and/or participate in negotiations with the Company and other stakeholders;
M. provide testimony, as necessary, with respect to matters on which we have been engaged to advise the Committee in any proceeding before the Bankruptcy Court;
N. review and evaluate any bids or offers for the purchase of all or a portion of the Company’s assets or securities;
O. advise and assist the Committee in analyzing the potential financial impact of any legislative and/or regulatory proposals on the Company’s operations; and
P. provide the Committee with other financial restructuring services related to the Company as the Committee may from time to time reasonably request.
Lazard understands that the Committee has engaged FTI Consulting, Inc. (the "Other Advisor") to act as financial advisor in connection with the Bankruptcy Cases. Lazard will work together with the Other Advisor and any other professionals retained by the Committee, as reasonably requested by the Committee, to minimize and avoid duplication of services.
Neither the Committee, its constituents, nor any of its advisors or professionals (including, but not limited to, counsel to the Committee (“Committee Counsel”) and the Other Advisor) shall be liable for any of the fees, expenses or any other amounts payable to
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Lazard hereunder. Lazard is providing its services as the investment banker to the Committee and is not providing any services on behalf of the individual members of the Committee. To the extent any issue arises as to the scope, nature or substance of Lazard’s engagement, Lazard and the Committee, with the advice of Committee Counsel, shall work in good faith to mutually resolve such issue.
In rendering its services to the Committee hereunder, Lazard is not assuming any responsibility for the Committee’s, the Company’s, any creditor’s or any other person’s underlying business decision to pursue (or not to pursue) any business strategy or to effect (or not to effect) any other transaction(s) or decision(s). Lazard shall not have any obligation or responsibility to provide accounting, audit, “crisis management,” or business consultant services for the Company or any other person or entity and shall have no responsibility for designing or implementing operating, organizational, administrative, cash management or liquidity improvements. Nothing in this agreement is intended to obligate or commit Lazard or any of its affiliates to provide any services other than those set forth above. The Committee confirms that it will rely on its own counsel, accountants and other similar expert advisors for legal, regulatory, accounting, tax and other specialist advice.
The Committee shall use all reasonable efforts to assist Lazard in obtaining from the Company all information concerning the business, assets, liabilities, operations, cash flows, properties, financial condition and prospects of the Company that Lazard reasonably requests in connection with the services to be performed for the Committee hereunder. The Committee acknowledges that at all times during Lazard’s engagement Lazard will be assuming that all information furnished to Lazard (i) is accurate and complete in all material respects and (ii) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. The Committee further recognizes and confirms that in advising the Committee pursuant to its engagement hereunder, Lazard will be using and relying on publicly available information and on data, material and other information furnished to Lazard by the Company, the Committee and third parties. It is understood that in performing under this engagement, Lazard is not assuming any responsibility for independent verification of such information. Lazard will not, as part of its engagement, undertake any appraisal of any of the assets or liabilities of the Company or of any other person or entity.
II. Compensation. As consideration for the services being provided by Lazard, Lazard’s compensation for services rendered under this agreement shall be paid by the Company and will consist of the following cash fees and expense reimbursements:
A. Monthly Fee.
(i) A monthly fee (the “Monthly Fee”) of $150,000 for each month of Lazard’s engagement hereunder, payable in accordance with any applicable orders of the Bankruptcy Court. The Monthly Fee for the month of April 2021 shall be payable pro-rated such that we shall not be paid for the first five (5) days of the month.
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(ii) 50% of all Monthly Fees paid in respect of any month following the sixth (6th) month through and including the twenty-fourth (24th) month of this engagement shall be credited (without duplication) against any Restructuring Fee (defined below). Commencing with the twenty-fifth (25th) month of this engagement, the Monthly Fees shall not be credited.
B. Restructuring Fee. A fee (the “Restructuring Fee”), payable upon consummation of any Restructuring2, of $3,250,000.
C. Expense Reimbursement. In addition to any fees that may be payable to Lazard and, regardless of whether any Restructuring occurs, the Company shall promptly reimburse Lazard for all expenses (including fees and expenses of counsel, if any), travel and lodging, data processing and communications charges, courier services and other expenditures incurred in connection with, or arising out of Lazard’s activities under or contemplated by, this engagement.
D. No fee payable to any other person, by the Company, the Committee or any other person or entity, shall reduce or otherwise affect any fee payable hereunder.
E. The Company shall be obligated to the indemnification, reimbursement, contribution and other provisions attached to this Agreement as Exhibit A and incorporated herein in their entirety.
F. All amounts referenced hereunder reflect United States currency and shall be paid promptly in cash after such amounts accrue hereunder.
III. Retention in Chapter 11 Proceedings. The Committee agrees that it will use its best efforts to retain Lazard as investment banker to the Committee on the terms and conditions set forth in this agreement (including Exhibit A) under the provisions of and subject to the standard of review set forth in Section 328(a) of title 11 of the United States Code (the “Bankruptcy Code”) and agrees that the arrangements hereunder are reasonable under the standards set forth in Section 328(a). The Committee shall coordinate with Lazard on a draft of the application and proposed retention order authorizing Lazard’s retention
2 As used in this Agreement, the term “Restructuring” shall mean (i) collectively, any restructuring, reorganization and/or recapitalization of all or a portion of the Company’s outstanding indebtedness (including bank debt, bond debt, and other on and off balance sheet indebtedness), trade claims, leases (both on and off balance sheet), litigation-related claims and obligations, unfunded pension and retiree medical liabilities, or other liabilities (collectively, the “Existing Obligations”) that is achieved, without limitation, through a chapter 11 plan confirmed by the Bankruptcy Court that becomes effective, solicitation of waivers and consents from the holders of Existing Obligations (collectively, the “Stakeholders”); rescheduling of the maturities of Existing Obligations; a change in interest rates, repurchase, settlement or forgiveness of Existing Obligations; conversion of Existing Obligations into equity or other securities; an exchange offer involving the issuance of new securities in exchange for Existing Obligations; the issuance of new securities; sale or disposition of assets; sale of debt or equity securities or other interests; raising of new debt, equity or hybrid capital, or other similar transaction or series of transactions, or the dismissal of the chapter 11 case whereby the unsecured creditors are paid in the ordinary course, and/or (ii) any sale, directly or indirectly, of all or a majority or a controlling portion of the Company or its equity securities or voting power or assets. The raising of debt though a debtor-in-possession facility shall not in and of itself constitute a Restructuring.
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sufficiently in advance of the filing of such application and proposed order to enable Lazard and its counsel to review and comment thereon. Lazard shall be under no obligation to provide any services under this agreement unless Lazard’s retention under the terms of this agreement is approved under section 328(a) of the Bankruptcy Code by final order of the Bankruptcy Court (the “Retention Order”), which Retention Order is acceptable to Lazard in its sole reasonable discretion. The retention application shall note that in so agreeing to seek Lazard’s retention under Section 328(a) of the Bankruptcy Code, the Committee acknowledges that it believes that Lazard’s general restructuring experience and expertise, its knowledge of the capital markets and its merger and acquisition capabilities will inure to the benefit of the Committee in pursuing any Restructuring, that the value to the Committee of Lazard’s services hereunder derives in substantial part from that expertise and experience and that, accordingly, the structure and amount of the deferred fees, including the Restructuring Fee, is reasonable regardless of the number of hours to be expended by Lazard’s professionals in the performance of the services to be provided hereunder, and that the deferred fee shall not be considered to be “bonuses” or fee enhancements under applicable law.
IV. Indemnification. As a material part of the consideration for Lazard to furnish its services under this agreement, Lazard requires that the Company agree to the provisions attached hereto as Exhibit A. The provisions of Exhibit A are an integral part of this agreement, and the terms thereof are incorporated in entirety by reference herein. The terms of Exhibit A shall survive any termination or expiration of this agreement or Lazard’s engagement, and the Retention Order shall provide for such survival.
V. Termination. Lazard’s engagement hereunder will automatically terminate upon consummation of a Restructuring and may be earlier terminated by either the Committee or Lazard only upon written notice by the Committee or Lazard to the other party at any time (and, for the avoidance of doubt, not by any other action, conduct or event), provided, however, that (a) termination or expiration of Lazard’s engagement hereunder shall not affect the Company’s obligations pursuant to Exhibit A, and the Company’s and the Committee’s obligations and agreements under paragraphs IV, this paragraph V, VI, VII, VIII, and XII hereof, which shall continue, (b) notwithstanding any such termination or expiration, Lazard shall remain entitled to any fees accrued on or prior to such termination or expiration pursuant to paragraph II but not yet paid prior to such termination or expiration and to reimbursement of expenses pursuant to paragraph II incurred prior to such termination or expiration, and (c) in the case of termination by the Committee (other than for Cause), Lazard shall remain entitled to full payment of all fees contemplated by paragraph II hereof in respect of any Restructuring announced or resulting from negotiations occurring during the period from the date hereof until twelve months following such termination. For purposes of this Agreement, “Cause” shall mean Lazard’s gross negligence, bad faith or willful misconduct in the performance or omission of its services under this Agreement, as finally judicially determined.
VI. Independent Contractor. Lazard has been retained under this agreement as an independent contractor to the Committee; nothing herein is intended to create or shall be construed as creating a fiduciary relationship between Lazard and the Committee or its members or any other person or entity. The Committee acknowledges that Lazard is not the agent of and is
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not authorized to bind the Committee in any action or decision. The advice (oral or written) rendered by Lazard pursuant to this agreement is intended solely for the benefit and use of the Committee solely in its capacity as the Committee in considering the matters to which this agreement relates, and such advice may not be relied upon by any other person or entity (including its members or the Company), used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner for any purpose, nor shall any public references to Lazard be made by the Committee or the Company, without the prior consent of Lazard. Notwithstanding the foregoing, nothing herein shall prohibit any party hereto from disclosing to any and all persons the tax treatment and tax structure of any transaction and the portions of any materials that relate to such tax treatment or tax structure.
VII. Limitation of Liability. The Committee agrees that neither Lazard nor any Indemnified Persons (as defined in Exhibit A) shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Committee or its members or their respective affiliates, or its or their respective members, partners, employees, agents or security holders for or in connection with this engagement or any transactions or conduct in connection therewith except, in the case of the Committee, to the extent that any losses, claims, damages, liabilities or expenses incurred by the Committee are found by a court of competent jurisdiction in a judgment which has become final in that it is no longer subject to appeal or review to have resulted primarily from such Indemnified Person’s bad faith, willful misconduct, fraud or gross negligence. Notwithstanding anything to the contrary, no action, regardless of form, arising out of or relating to this engagement, may be brought by the Committee more than one year after the cause of action has accrued. The Retention Order shall provide for such limitation of liability.
VIII. Successors and Assigns. This agreement (including Exhibit A hereto) shall be binding upon Lazard, the Committee, and the Company and their respective successors and assigns. Each party hereto recognizes that Lazard has been engaged solely on behalf of the Committee and that Lazard’s engagement is not deemed to be on behalf of and is not intended to confer any rights upon the Company, any shareholder, creditor, member, owner or partner of the Company or the Committee, or any other person or entity not a party hereto other than the Indemnified Persons.
IX. Authority. Each party hereto represents and warrants that it has all requisite power and authority to enter into this agreement and the transactions contemplated hereby. Each party hereto further represents and warrants that this agreement has been duly and validly authorized by all necessary corporate or other action on the part of such party, has been duly executed and delivered by such party and constitutes a legal, valid and binding agreement of such party, enforceable in accordance with its terms.
X. Lazard Affiliates. In connection with the services to be provided hereunder, Lazard may employ the services of its affiliates and may share with any such entity any information concerning the Company, provided that Lazard and such entities shall hold any nonpublic information confidential in accordance with their respective customary policies relating to nonpublic information. Any such entity so employed shall be entitled to all of the benefits
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afforded to Lazard hereunder and under the Indemnification Letter and shall be entitled to be reimbursed for its costs and expenses on the same basis as Lazard.
XI. Miscellaneous. This agreement and Exhibit A constitute the entire understanding of the parties hereto as to the matters set forth herein and in Exhibit A, and shall supersede all prior understandings and proposals, whether written or oral, relating to any of the matters contemplated herein or in Exhibit A. This agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. This agreement may only be amended or waived by a writing signed by the parties hereto.
XII. Choice of Law. This agreement and any claim related directly or indirectly to this agreement (including any claim concerning advice provided pursuant to this agreement) shall be governed by and construed in accordance with the laws of the State of New York without regard to the principle of conflicts of law. No such claim shall be commenced, prosecuted or continued in any forum other than the courts of the State of New York located in the City and County of New York, the United States District Court for the Southern District of New York, or, during the pendency of the Company’s chapter 11 proceeding, the Bankruptcy Court for the Southern District of Texas, and each of the parties hereby submits to the jurisdiction of such courts. Each party hereto hereby waives on behalf of itself and its successors and assigns any and all right to argue that the choice of forum provision is or has become unreasonable in any legal proceeding. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS AGREEMENT OR CONDUCT IN CONNECTION WITH THIS ENGAGEMENT IS HEREBY WAIVED BY EACH PARTY HERETO.
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If the foregoing agreement is in accordance with your understanding of the terms of our engagement, please sign and return to us the enclosed duplicate hereof.
Very truly yours,
LAZARD FRERES & CO. LLC
By: Tyler W. Cowan Managing Director
AGREED TO AND ACCEPTED as of the date first above written:
On behalf of the OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF BRAZOS ELECTRIC POWER COOPERATIVE, INC.
By: Michael Strollo on behalf of the Pension Benefit Guaranty Corporation solely in its capacity as representative of the Official Committee of Unsecured Creditors of Brazos Electric Power Cooperative, and not in any other capacity
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EXHIBIT A
In connection with our engagement to advise and assist the Official Committee of Unsecured Creditors of Brazos Electric Power Cooperative, Inc. (the “Committee”) with the matters set forth in the engagement letter of even date herewith and attached hereto (the “Engagement Letter”), for good and valuable consideration, receipt of which is acknowledged, Brazos Electric Power Cooperative, Inc. as the sole debtor in the chapter 11 case (Case No. 21- 30725) (the “Company”) will be subject to the terms of this Exhibit A.3 Capitalized terms used herein without definition shall have the meanings assigned to them in the Engagement Letter. It is understood and agreed that in the event that Lazard Frères & Co. LLC or any of our current or future affiliates, or any of our or their respective directors, officers, members, employees, agents or controlling persons, if any (each of the foregoing, including Lazard Frères & Co. LLC, being an "Indemnified Person"), become involved in any capacity in any action, claim, proceeding or investigation brought or threatened by or against any person, including the Company’s security holders or creditors, related to, arising out of or in connection with our engagement, the Company will promptly reimburse each such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) as and when they are incurred in connection therewith. The Company will indemnify and hold harmless each Indemnified Person from and against any losses, claims, damages, liabilities or expenses to which any Indemnified Person may become subject under any applicable federal or state law, or otherwise, related to, arising out of or in connection with our engagement, whether or not any pending or threatened action, claim, proceeding or investigation giving rise to such losses, claims, damages, liabilities or expenses is initiated or brought by the Company or on its behalf and whether or not in connection with any action, claim, proceeding or investigation in which the Company or any such Indemnified Person are a party, except to the extent that any such loss, claim, damage, liability or expense is found by a court of competent jurisdiction in a judgment which has become final in that it is no longer subject to appeal or review to have resulted primarily from such Indemnified Person's bad faith or gross negligence. No Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its security holders or creditors related to, arising out of or in connection with our engagement except to the extent that any loss, claim, damage or liability is found by a court of competent jurisdiction in a judgment which has become final in that it is no longer subject to appeal or review to have resulted primarily from such Indemnified Person's bad faith or gross negligence. If multiple claims are brought against any Indemnified Person in an arbitration related to, arising out of or in connection with our engagement, and indemnification is permitted under applicable law with respect to at least one such claim, any arbitration award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for hereunder, except to the extent the arbitration award expressly states that the award, or any portion thereof, is based solely on a claim as to which indemnification is not available.
1 It is expressly understood and agreed that all references to obligations of the Company under the terms of the Engagement Letter and this Exhibit A shall be obligations of the Company pursuant to the order entered by the Bankruptcy Court pursuant to and in accordance with the Lazard retention application.
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Case 21-30725 Document 506-3 Filed in TXSB on 05/04/21 Page 17 of 17
If for any reason the foregoing indemnification is held unenforceable or is otherwise unavailable, then the Company shall contribute to the loss, claim, damage, liability or expense for which such indemnification is held unenforceable in such proportion as is appropriate to reflect the relative benefits received, or sought to be received, by the Company and its security holders and creditors on the one hand and the Indemnified Persons on the other hand in the matters contemplated by our engagement as well as the relative fault of the Company and such persons with respect to such loss, claim, damage, liability or expense and any other relevant equitable considerations. For the purposes hereof the relative benefits received, or sought to be received, by the Company and its security holders and creditors and the Indemnified Persons shall be deemed to be in the same proportion as (i) the total value paid or proposed to be paid by or to the Company and its security holders and creditors, as the case may be, pursuant to any transaction (whether or not consummated) in connection with which we have been engaged to perform investment banking services bears to (ii) the fees paid or proposed to be paid to us in connection with such engagement; provided, however, that, to the extent permitted by applicable law, in no event shall we or any other Indemnified Person be required to contribute an aggregate amount in excess of the aggregate fees actually paid to us for such investment banking services. The Company’s reimbursement, indemnity and contribution obligations under this agreement shall be in addition to any liability which the Company may otherwise have, shall not be limited by any rights we or any other Indemnified Person may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, ourselves, and any other Indemnified Persons.
Without our prior written consent (which will not be unreasonably withheld), the Company will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, proceeding or investigation in respect of which indemnification or contribution could be sought hereunder (whether or not we or any other Indemnified Persons are an actual or potential party to such claim, action, proceeding or investigation), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, proceeding or investigation. No waiver, amendment or other modification of this agreement shall be effective unless in writing and signed by each party to be bound thereby. This Exhibit A and any claim related directly or indirectly to this Exhibit A shall be governed and construed in accordance with the laws of the State of New York (without giving regard to the conflicts of law provisions thereof). No such claim shall be commenced, prosecuted or continued in any forum other than the courts of the State of New York located in the City and County of New York or the United States District Court for the Southern District of New York or, during the pendency of the Company’s chapter 11 proceeding, the Bankruptcy Court for the Southern District of Texas, and each of us hereby submits to the jurisdiction of such courts. The Company hereby waives on behalf of itself and its successors and assigns any and all right to argue that the choice of forum provision is or has become unreasonable. The Company (on its own behalf and, to the extent permitted by applicable law, on behalf of its security holders and creditors) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to, arising out of or in connection with our engagement or this Exhibit A. The obligations set forth in this Exhibit A shall remain in effect indefinitely, notwithstanding any termination or expiration of our engagement.
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