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In the United States Bankruptcy Court for the Southern District of Texas Houston Division

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In the United States Bankruptcy Court for the Southern District of Texas Houston Division Case 20-33642 Document 101 Filed in TXSB on 07/31/20 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: § § Case No. 20-33642 (DRJ) PATRIOT WELL SOLUTIONS LLC § § Chapter 11 Debtor.1 § § (Emergency Hearing Requested) DEBTOR’S EMERGENCY APPLICATION FOR ENTRY OF AN ORDER UNDER BANKRUPTCY CODE § 327(e) AUTHORIZING THE RETENTION AND EMPLOYMENT OF SPECIAL COUNSEL AS OF THE PETITION DATE EMERGENCY RELIEF HAS BEEN REQUESTED. A HEARING WILL BE CONDUCTED ON THIS MATTER ON AUGUST 7, 2020 AT 10:00 AM IN COURTROOM 400, 515 RUSK STREET, HOUSTON TEXAS 77002. IF YOU OBJECT TO THE RELIEF REQUESTED OR YOU BELIEVE THAT EMERGENCY CONSIDERATION IS NOT WARRANTED, YOU MUST EITHER APPEAR AT THE HEARING OR FILE A WRITTEN RESPONSE PRIOR TO THE HEARING. OTHERWISE THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED. RELIEF IS REQUESTED NOT LATER THAN AUGUST 7, 2020. PLEASE NOTE THAT ON MARCH 24, 2020, THROUGH THE ENTRY OF GENERAL ORDER 2020-10, THE COURT INVOKED THE PROTOCOL FOR EMERGENCY PUBLIC HEALTH OR SAFETY CONDITIONS. IT IS ANTICIPATED THAT ALL PERSONS WILL APPEAR TELEPHONICALLY AND ALSO MAY APPEAR VIA VIDEO AT THIS HEARING. AUDIO COMMUNICATION WILL BE BY USE OF THE COURT’S REGULAR DIAL-IN NUMBER. THE DIAL-IN NUMBER IS 832-917-1510. YOU WILL BE RESPONSIBLE FOR YOUR OWN LONG-DISTANCE CHARGES. YOU WILL BE ASKED TO KEY IN THE CONFERENCE ROOM NUMBER. JUDGE JONES’S CONFERENCE ROOM NUMBER IS 205691. PARTIES MAY PARTICIPATE IN ELECTRONIC HEARINGS USING GOTOMEETING. PERSONS CONNECTING BY MOBILE DEVICE WILL NEED TO DOWNLOAD THE FREE GOTOMEETING APPLICATION. ONCE CONNECTED TO A HEARING, PARTICIPANT MUST ENTER THE MEETING CODE “JUDGEJONES”. PARTICIPANTS MAY ALSO CONNECT USING THE LINK ON JUDGE JONES’S HOMEPAGE ON THE SOUTHERN DISTRICT OF TEXAS WEBSITE. HEARING APPEARANCES SHOULD BE MADE ELECTRONICALLY AND IN ADVANCE OF THE HEARING. YOU MAY MAKE YOUR ELECTRONIC APPEARANCE BY: 1) GOING TO THE SOUTHERN DISTRICT OF TEXAS WEBSITE; 2) SELECTING “BANKRUPTCY COURT” FROM THE TOP MENU; 3) SELECTING JUDGES’ PROCEDURES AND SCHEDULES; 4) SELECTING “VIEW HOME PAGE” FOR JONES; 1 The Debtor in this chapter 11 case and the last four digits of the Debtor’s taxpayer identification number is Patriot Well Solutions LLC (4516). The Debtor’s headquarters is located at 1660 CR-27 Unit A, Brighton, CO 80603. 010-9098-8083/2/AMERICAS Case 20-33642 Document 101 Filed in TXSB on 07/31/20 Page 2 of 9 5) UNDER “ELECTRONIC APPEARANCE” SELECT “CLICK HERE TO SUBMIT ELECTRONIC APPEARANCE;” 6) SELECT PATRIOT WELL SOLUTIONS LLC FROM THE LIST OF ELECTRONIC APPEARANCE LINKS; AND 7) AFTER SELECTING PATRIOT WELL SOLUTIONS LLC FROM THE LIST, COMPLETE THE REQUIRED FIELDS AND HIT THE “SUBMIT” BUTTON AT THE BOTTOM OF THE PAGE. SUBMITTING YOUR APPEARANCE ELECTRONICALLY IN ADVANCE OF THE HEARING WILL NEGATE THE NEED TO MAKE AN APPEARANCE ON THE RECORD AT THE HEARING. The above-captioned debtor and debtor-in-possession (the “Debtor”) states as follows in support of this motion. Relief Requested 1. By this motion, the Debtor respectfully requests the entry of an order, substantially in the form attached hereto as Exhibit A (the “Order”), authorizing the employment and retention of Nygard Advisors, LLC (“Nygard Advisors”) as its special counsel, on substantially the terms set forth in that certain engagement letter (as amended, restated, or otherwise supplemented from time to time, the “Engagement Letter”), a copy of which is attached hereto as Exhibit B. In further support of this Application, the Debtor submits the Declaration in Support of the Debtor’s Emergency Application for Entry of an Order Under Bankruptcy Code § 327(e) Authorizing the Retention and Employment of Special Counsel as of the Petition Date (the “Nygard Declaration”), attached hereto as Exhibit C. Jurisdiction and Venue 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. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). The Debtor 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 in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 010-9098-8083/2/AMERICAS Case 20-33642 Document 101 Filed in TXSB on 07/31/20 Page 3 of 9 4. The bases for the relief requested herein are sections 327(e), 328, 330, 331, and 1107(b) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2014 and 2016 of the Bankruptcy Rules, and rule 2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern District of Texas (the “Local Rules”). Background 5. On July 20, 2020 (the “Petition Date”), the Debtor filed a voluntary petition for bankruptcy under chapter 11 of the Bankruptcy Code. The Debtor continues to operate its business as a debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee, examiner, or official committee of unsecured creditors has been appointed. 6. A description of the Debtor’ business and the reasons for filing this chapter 11 case is set forth in the Declaration of Matthew Foster in Support of Commencement of Chapter 11 Case and First-Day Motions [Docket No. 13] (the “First Day Declaration”), which is incorporated by reference as if fully set forth herein. Nygard Advisors’s Qualifications 7. Nygard Advisors is uniquely positioned to provide corporate advice for the Debtor because it has been advising the Debtor regarding its corporate and financing issues since July 2017 and is intimately familiar with the relevant facts and potential legal issues. Moreover, through its long-standing relationship with the Debtor, Nygard Advisors has gained considerable knowledge of the Debtor’s business operations to the extent necessary to effectively provide the anticipated corporate services. If the Debtor had to retain different counsel to provide these services, the Debtor would incur significant expenses in transitioning to new counsel and bringing new counsel up to speed, given the complexity of this chapter 11 case. Accordingly, the Debtor seeks to continue to employ Nygard Advisors to provide all aspects of general corporate advisory services. 010-9098-8083/2/AMERICAS Case 20-33642 Document 101 Filed in TXSB on 07/31/20 Page 4 of 9 8. Nygard Advisors is a law firm focused on providing outside general counsel, M&A, contractual, and compliance legal counseling. Nygard Advisors has provided legal services to the Debtor through its principal Dustin Nygard, who has developed a close working relationship with the Debtor and has become intimately familiar with the Debtor’s corporate and financing agreements and capital structure. For these reasons, the Debtor believes that Nygard Advisors has superior qualifications to provide the Debtor with the requested services and that Nygard Advisors’s employment as special counsel for the purposes specified herein is in the best interest of the Debtor’s estate, creditors, and other parties in interest. Services to be Provided 9. Subject to the Court’s approval, Nygard Advisors will continue to provide the Debtor general corporate counsel including, but not limited to: (a) drafting, reviewing and finalizing full form documents required to implement the sale of substantially all of Debtor’s operating assets (the “Sale”); and (b) providing advice in respect of the Sale. 10. Nygard Advisors will work closely with the Debtor’s general bankruptcy counsel, Squire Patton Boggs (US) LLP and any other professionals that are retained during the term of the engagement, to ensure that there will not be any duplication of effort. Professional Compensation 11. As set forth in the Nygard Declaration, Nygard Advisors intends to (a) charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rate in effect on the date services are rendered and (b) seek reimbursement of actual and necessary out- of-pocket expenses, subject to the Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, Local Rules, and any other applicable procedures and orders of the Court. 010-9098-8083/2/AMERICAS Case 20-33642 Document 101 Filed in TXSB on 07/31/20 Page 5 of 9 12. Mr. Nygard will be primarily responsible for the service rendered in this chapter 11 case, and his current billing rate is $325 per hour. There may be circumstances requiring the assistance of other attorneys or paralegals, including contract attorneys, from time to time, and they will be billed at their disclosed billing rates. 13. Pursuant to Bankruptcy Rule 2016(b), Nygard Advisors has neither shared nor agreed to share any compensation it has received or many receive with another party or person, other than with the professionals and contract attorneys associated with Nygard Advisors. Nygard Advisors’s Disinterestedness 14. To the best of the Debtor’s knowledge, and as set forth in the Nygard Declaration, Nygard Advisors does not hold or represent any interest adverse to the Debtor or its estates as required by section 327(e) of the Bankruptcy Code. 15. As set forth in the Nygard Declaration, Nygard Advisors is owed a nominal amount for corporate legal fees incurred immediately before the Petition Date ($4,857.50). As part of the Debtor’s retention of Nygard Advisors, the Debtor requests that it have authority to add such amount to Nygard Advisors’s first fee request. 16. Nygard Advisors will periodically review its files during the pendency of this chapter 11 case to ensure that no conflicts or other disqualifying circumstances exist or arise.
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