Case 20-11593-BLS Doc 168 Filed 07/14/20 Page 1 of 10
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
------X : In re : Chapter 11 : CHISHOLM OIL AND GAS OPERATING, : Case No. 20–11593 (BLS) LLC, et al., : : Jointly Administered Debtors.1 : : Hearing Date: August 4, 2020 at 10:00 A.M. (ET) : Objection Deadline: July 28, 2020 at 4:00 P.M. (ET) ------X
APPLICATION FOR ENTRY OF ORDER, PURSUANT TO BANKRUPTCY CODE SECTIONS 328(a), 330(a), AND 1103, AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF PAUL HASTINGS LLP AS LEAD COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS, EFFECTIVE AS OF JULY 7, 2020
The Official Committee of Unsecured Creditors (the “Committee”) in the chapter 11 cases (the “Chapter 11 Cases”) of the above-captioned debtors and debtors in possession
(collectively, the “Debtors”) respectfully represents as follows in support of this application (the
“Application”):
Relief Requested
1. By this Application, the Committee seeks entry of an order authorizing the retention and employment of Paul Hastings as lead counsel to the Committee effective as of July
7, 2020. A proposed form of order granting the relief requested herein is attached hereto as
Exhibit A (the “Proposed Order”). In support of this Application, the Committee relies upon the declaration of James T. Grogan (the “Grogan Declaration”), attached hereto as Exhibit B, and the declaration of Loretta Cross (the “Committee Declaration”), attached hereto as Exhibit C.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Chisholm Oil and Gas Operating II, LLC (8730); Chisholm Oil and Gas Operating, LLC (5382); Cottonmouth SWD, LLC (9849); Chisholm Oil and Gas Nominee, Inc. (1558); and Chisholm Oil and Gas Management II, LLC (8174). The Debtors’ mailing address is 1 West Third Street, Suite 1700, Tulsa, OK 74103. Case 20-11593-BLS Doc 168 Filed 07/14/20 Page 2 of 10
Jurisdiction and Venue
2. The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended
Standing Order of Reference entered by the United States District Court for the District of
Delaware, dated February 29, 2012. This is a core proceeding within the meaning of 28 U.S.C. §
157(b)(2). The Committee confirms its consent, pursuant to rule 7008 of the Federal Rules of
Bankruptcy Procedure (the “Bankruptcy Rules”) and rule 9013-1(f) of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of
Delaware (the “Local Rules”), to the entry of a final order by the Court in connection with this
Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the
United States Constitution.
3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
4. The statutory bases for the relief requested herein are sections 328(a), 330(a), and
1103 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”),
Bankruptcy Rule 2014(a), Local Rule 2014-1, and, to the extent required by the foregoing, the guidelines adopted by the Executive Office for United States Trustees. Section 328(a) of the
Bankruptcy Code provides that a statutory committee may employ attorneys on any reasonable terms and conditions. See 11 U.S.C. § 328(a). Section 1103(a) of the Bankruptcy Code provides that a statutory committee may, with the court’s approval, select and employ attorneys to represent or perform services for such committee. See 11 U.S.C. § 1103(a). The Committee believes that Paul Hastings is well qualified to act as its counsel in the Chapter 11 Cases. The
Committee believes that Paul Hastings has the necessary background to deal effectively with the
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many potential legal issues and problems that may arise in the Chapter 11 Cases. To the extent the Application does not comply in every respect with such requirements, the Committee respectfully requests a waiver for any such non-compliance.
Background
5. On June 17, 2020 (the “Petition Date”), the Debtors filed with the Court voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors’ cases are being jointly administered pursuant to
Bankruptcy Rule 1015(b) and the Order Pursuant to Fed. R. Bankr. P. 1015(b) Directing Joint
Administration of Chapter 11 Cases [Docket No. 57].
6. No trustee or examiner has been appointed in the Chapter 11 Cases.
7. On July 1, 2020, the Office of the United States Trustee for the District of
Delaware (the “U.S. Trustee”) filed a Notice of Appointment of Committee of Unsecured
Creditors [Docket No. 90]. On July 8, 2020, the U.S. Trustee filed the Amended Notice of
Appointment of Committee of Unsecured Creditors [Docket No. 115]. The members of the
Committee are Alta Mesa Services, LP and Reliance Oilfield Services LLC.
8. On July 7, 2020, the Committee selected Paul Hastings to serve as its legal counsel. At the request of the Committee, Paul Hastings has rendered services to the Committee from July 7, 2020 through and including the date hereof. Accordingly the Committee requests that the retention of Paul Hastings be authorized effective as of July 7, 2020.
Paul Hasting’s Qualifications
9. The Committee selected Paul Hastings because of the firm’s extensive experience in and knowledge of complex reorganizations under chapter 11 of the Bankruptcy Code. As one
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of the largest law firms in the world, with a national and an international practice, Paul Hastings has substantial experience in virtually all aspects of the law that may arise in the Chapter 11
Cases.
10. More specifically, Paul Hastings has extensive bankruptcy and restructuring, corporate, finance, oil and gas, intellectual property, energy, litigation, real estate, labor and employment, securities, and tax expertise. Paul Hastings’ finance and restructuring group provides an array of services to assist financially distressed businesses and their creditors in maximizing values and ultimate recoveries in a broad range of challenging circumstances. In roles ranging from debtor’s counsel to committee counsel, Paul Hastings’ lawyers have played a significant role in many of the largest and most complex cases under the Bankruptcy Code, including, among many others, the chapter 11 cases of ICO Global; Satélites Mexicanos;
AbitibiBowater; Adelphia Communications; Aerosoles, ALCO Stores; Allegiance Telecom;
American Airlines; Atlas Energy; Calpine Corporation; Castex Energy Partners; Circuit City
Stores; CIT Group; Comdisco; Dictaphone; Education Holdings 1; Enron; FairPoint
Communications; Fruit of the Loom; Furniture Brands International; General Growth Properties;
Global Cloud Exchange; GT Advanced Technologies; Hostess Brands; Innkeepers USA; Kmart;
Lehman Brothers; Magna Entertainment; Mark IV Industries; McLeod USA; Molycorp; National
Steel; NewPage; One Aviation; Reddy Ice; Refco; Sabine Oil & Gas Corporation; SandRidge
Energy; Six Flags; Spansion; The Clare; United Airlines; US Airways; Vanguard Natural
Resources; Velti; Visteon Corporation; Washington Mutual; WorldCom; and Zenith Electronics.
Paul Hastings’ lawyers also play a lead role as counsel to the Official Committee of Unsecured
Creditors in Puerto Rico’s cases under Title III of PROMESA.
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11. The Committee considered the requests for retention made by various law firms and interviewed two firms before selecting Paul Hastings as its lead counsel. Consistent with the foregoing, the Committee believes that it had sufficient information to make an informed decision to retain and employ Paul Hastings.
12. The Committee submits that Paul Hastings’ retention as counsel to the Committee is necessary and in the best interest of the estates, their creditors, and all parties in interest.
Services to Be Provided
13. Paul Hastings seeks to render the following services, among others, on behalf of the Committee:
(a) to consult with the Committee, the Debtors, and the U.S. Trustee concerning the administration of the Chapter 11 Cases;
(b) to review, analyze, and respond to pleadings filed with this Court by the Debtors and other parties in interest and to participate at hearings on such pleadings;
(c) to investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors’ businesses, and any matters relevant to the Chapter 11 Cases, to the extent required by the Committee;
(d) to take all necessary action to protect the rights and interests of the Committee, including, but not limited to, negotiations and preparation of documents relating to any plan of reorganization and disclosure statement;
(e) to represent the Committee in connection with the exercise of its powers and duties under the applicable provisions of the Bankruptcy Code in connection with the Chapter 11 Cases; and
(f) to perform all other necessary legal services in connection with the Chapter 11 Cases.
14. The Committee has been informed that James T. Grogan is a member in good standing of the bar of the States of Texas and New York and that he has applied for admission pro hac vice to this Court. The Committee is further informed that the other Paul Hastings
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attorneys who will provide services in the Chapter 11 Cases are similarly members in good standing of their respective state bar and will apply, as needed, for admission pro hac vice.
15. By separate application, the Committee will seek to retain Blank Rome LLP to serve as Delaware counsel and may engage additional conflicts and efficiency counsel in connection with the Chapter 11 Cases, as the need may arise. In order to avoid any duplication of effort and provide services to the Committee in the most efficient and cost-effective manner,
Paul Hastings and Blank Rome have coordinated and will continue to coordinate each firm’s respective responsibilities in connection with representation of the Committee, as further detailed in the Blank Rome application.
Professional Compensation
16. The Committee has been advised that: (i) compensation will be payable to Paul
Hastings on an hourly basis, plus reimbursement of actual, necessary expenses incurred by Paul
Hastings; (ii) Paul Hastings’ current customary hourly rate ranges in the United States are as follows:2
Timekeeper Category U.S. Hourly Rate Range Partners $1,150 - $1,625 Of Counsel $1,100 - $1,600 Associates $690 - $1,100 Paralegals $155 - $530
(iii) to reflect economic and other conditions, Paul Hastings revises its regular hourly rates periodically and requests that, effective as of the date of such revision, the aforementioned rates
2 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing rates listed in the chart herein.
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be revised to the regular hourly rates that will be in effect at that time;3 and (iv) Paul Hastings will only charge its regular hourly rates in effect at the time services are rendered.
17. The Committee has been advised that the hourly rates set forth above are Paul
Hastings’ standard hourly rates for work of this nature and that these rates are set at a level designed to fairly compensate Paul Hastings for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. The Committee has been advised by Paul Hastings that it is Paul Hastings’ policy to charge its clients in all areas of practice for all other expenses incurred in connection with the clients’ cases.
18. Paul Hastings has represented to the Committee that Paul Hastings intends to provide the Committee monthly fee statements and, subject to any interim compensation orders entered by the Court, Paul Hastings shall submit interim and final fee applications that shall include all of its fees for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with the Chapter 11 Cases.
19. Such interim and final fee applications shall be subject to the Court’s approval and the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and orders of this Court, including an interim compensation order, and, to the extent required by the foregoing, the U.S. Trustee’s Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11
Cases effective as of November 1, 2013 (the “Appendix B Guidelines”). The Committee understands that all allowed compensation and expenses will be paid by the Debtors and their
3 For example, like many of its peer law firms, Paul Hastings adjusts the hourly billing rate of attorneys and paraprofessionals in the form of: (i) step increases historically awarded in the ordinary course on the basis of advancing seniority and promotion and (ii) periodic increases within each attorney’s and paraprofessional’s current level of seniority. The step increases do not constitute “rate increases” (as the term is used in the Appendix B Guidelines (defined below). As set forth in the Proposed Order, Paul Hastings will provide ten business days’ notice to the Debtors, the U.S. Trustee, and counsel to any official committee before implementing periodic increases, and shall file any such notice with the Court.
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estates (and other chapter 11 debtor(s), if any, for which the Committee acts as the official committee of unsecured creditors).
20. The Committee understands that under no circumstances shall the Committee members be responsible for payment of Paul Hastings’ fees and expenses. The Committee believes that, in light of the nature and complexity of these cases and Paul Hastings’ qualifications, the above rates, and the terms and conditions of Paul Hastings’ employment, are reasonable.
Disclosure of Connections
21. Paul Hastings has advised the Committee that neither Paul Hastings nor any partner, counsel, or associate thereof holds or represents any interest adverse to the Committee in the matters upon which Paul Hastings is to be employed, except as may be set forth in the
Grogan Declaration.
22. The Committee has been advised that Paul Hastings represents the AMH Plan
Administration Trust in chapter 11 cases pending in the Bankruptcy Court for the Southern
District of Texas (Jointly Administered under Case No. 19-35133 (Bankr. S.D. Tex.)), which is the liquidating trust established by such bankruptcy court under a joint plan of liquidation for, among other entities, Alta Mesa Services, LP, a member of the Committee. Paul Hastings has further advised the Committee that it will not represent Alta Mesa Services, LP (or, as applicable, the AMH Plan Administration Trust) in the Debtors’ chapter 11 cases and that it will only represent the Committee in these chapter 11 cases.
23. The Committee has been advised that in the event that Paul Hastings discovers any connections, other than as disclosed in the Grogan Declaration, with any party in interest in the Chapter 11 Cases, or any information pertinent to this Application under the requirements of
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Bankruptcy Rule 2014, Paul Hastings will disclose such connections and information to the
Court in a supplement to the Grogan Declaration.
Notice
24. Notice of this Application will be provided to (i) the Office of the United States
Trustee for the District of Delaware, (ii) counsel to the Debtors, (iii) the holders of the third largest unsecured claims against the Debtors on a consolidated basis, (iv) counsel to the RBL
Lenders, (v) counsel to the RBL Agent, (vi) counsel to the RBL Collateral Agent, (vii) counsel to the Term Loan Lender, (viii) counsel to the Term Loan Agent, (ix) counsel to the Consenting
Sponsors, and (x) any party that has requested notice pursuant to Bankruptcy Rule 2002. The
Committee respectfully submits that no further notice is required.
No Prior Request
25. No previous request for the relief sought in this Application has been made by the
Committee to this or any other court.
[Remainder of Page Intentionally Left Blank]
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WHEREFORE, the Committee respectfully requests entry of the Proposed Order authorizing the Committee to retain and employ the law firm of Paul Hastings, effective as of
July 7, 2020, and granting such other and further relief as the Court deems just.
Dated: July 14, 2020
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CHISHOLM OIL AND GAS OPERATING, LLC, ET AL.
Alta Mesa Services, LP
By: /s/ Loretta Cross Name: Loretta Cross Its: Authorized Representative
Reliance Oilfield Services LLC
By: /s/ Heath Casey Name: Heath Casey Title: Chief Financial Officer
10 Case 20-11593-BLS Doc 168-1 Filed 07/14/20 Page 1 of 3
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
: In re: : Chapter 11 : CHISHOLM OIL AND GAS OPERATING, : Case No. 20-11593 (BLS) LLC, et al., : : (Jointly Administered) Debtors. 1 : Objection Deadline: 7/28/2020 at 4:00 p.m. (ET) : Hearing Date: 8/4/2020 at 10:00 a.m. (ET) :
NOTICE OF APPLICATION FOR ENTRY OF ORDER, PURSUANT TO BANKRUPTCY CODE SECTIONS 328(a), 330(a), AND 1103, AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF PAUL HASTINGS LLP AS LEAD COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS, EFFECTIVE AS OF JULY 7, 2020
PLEASE TAKE NOTICE that, on July 14, 2020, the Official Committee of Unsecured
Creditors (the “Committee”) appointed in the chapter 11 bankruptcy cases of the above-captioned debtors and debtors-in-possession (the “Debtors”), filed the Application for Entry of Order,
Pursuant to Bankruptcy Code Sections 328(a), 330(a), and 1103, Authorizing and Approving
Retention and Employment of Paul Hastings LLP as Lead Counsel to Official Committee of
Unsecured Creditors, Effective as Of July 7, 2020 (the “Application”). A copy of the Application is attached hereto.
Any responses or objections to the Application must be (i) filed in writing with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd
Floor, Wilmington, Delaware 19801, on or before July 28, 2020 at 4:00 p.m. (prevailing Eastern
Time) (the “Objection Deadline”) and (ii) served on, so as to be received by, the undersigned
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Chisholm Oil and Gas Operating II, LLC (8730); Chisholm Oil and Gas Operating, LLC (5382); Cottonmouth SWD, LLC (9849); Chisholm Oil and Gas Nominee, Inc. (1558); and Chisholm Oil and Gas Management II, LLC (8174). The Debtors’ mailing address is 1 West Third Street, Suite 1700, Tulsa, OK 74103. 1
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proposed counsel to the Committee on or before the Objection Deadline.
A hearing with respect to the Application is scheduled to be held on August 4, 2020 at
10:00 a.m. (prevailing Eastern Time) before the Honorable Brendan L. Shannon, United States
Bankruptcy Judge, in the United States Bankruptcy Court for the District of Delaware, 824 North
Market Street, 6th Floor, Courtroom #1, Wilmington, Delaware 19801.
IF YOU FAIL TO RESPOND TO THE APPLICATION IN ACCORDANCE WITH
THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE
APPLICATION WITHOUT FURTHER NOTICE OR OPPORTUNITY FOR A
HEARING.
Dated: July 14, 2020 BLANK ROME LLP Wilmington, Delaware /s/ Stanley B. Tarr Regina Stango Kelbon (DE No. 5444) Stanley B. Tarr (DE No. 5535) Bryan J. Hall (DE No. 6285) 1201 Market Street, Suite 800 Wilmington, Delaware 19801 Telephone: (302) 425-6423 Facsimile: (302) 252-0921 E-mail: [email protected] [email protected] [email protected]
Proposed Delaware Counsel to the Official Committee of Unsecured Creditors
-and-
PAUL HASTINGS LLP James T. Grogan (pro hac vice pending) Kevin P. Broughel (pro hac vice pending) Michael C. Whalen (pro hac vice pending) Mack Wilson (pro hac vice pending) 600 Travis Street, Fifty-Eight Floor Houston, Texas 77002 Telephone: (713) 860-7300 2
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Facsimile: (713) 353-3100 Email: [email protected] [email protected] [email protected] [email protected]
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EXHIBIT A
Proposed Order
Case 20-11593-BLS Doc 168-2 Filed 07/14/20 Page 2 of 5
L
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
------X : In re : Chapter 11 : CHISHOLM OIL AND GAS OPERATING, : Case No. 20–11593 (BLS) LLC, et al., : : Jointly Administered Debtors.1 : : : ------X
ORDER AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF PAUL HASTINGS LLP AS COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS, EFFECTIVE AS OF JULY 7, 2020
Upon consideration of the application (the “Application”)2 of the Official Committee of
Unsecured Creditors (the “Committee”) appointed in the above-captioned cases for an order pursuant to sections 328(a), 330(a), and 1103 of title 11 of the United States Code (the
“Bankruptcy Code”), rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rules”), and rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), authorizing the retention and employment of Paul Hastings LLP (“Paul Hastings”), effective as of July 7, 2020, as counsel to the Committee; and upon consideration of the Grogan Declaration and the Committee Declaration; and this Court having jurisdiction to consider the Application and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Chisholm Oil and Gas Operating II, LLC (8730); Chisholm Oil and Gas Operating, LLC (5382); Cottonmouth SWD, LLC (9849); Chisholm Oil and Gas Nominee, Inc. (1558); and Chisholm Oil and Gas Management II, LLC (8174). The Debtors’ mailing address is 1 West Third Street, Suite 1700, Tulsa, OK 74103. 2 Capitalized terms not defined herein shall have the meanings ascribed to them in the Application. Case 20-11593-BLS Doc 168-2 Filed 07/14/20 Page 3 of 5
Standing Order of Reference entered by the United States District Court for the District of
Delaware, dated February 29, 2012; and consideration of the Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157; and venue being proper in this
Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application having been given; and the Court having found that (i) the relief requested in the Application is in the best interest of the Debtors, their creditors, and all parties in interest, (ii) the legal and factual bases set forth in the Application, the Grogan Declaration, and the Committee
Declaration, and upon the record of any hearing on the Application before this Court establish just cause for the relief granted herein, (iii) Paul Hastings is a “disinterested person,” as defined in section 101(14) of the Bankruptcy Code, and (iv) Paul Hastings does not represent or hold any interest adverse to the Committee with respect to the matters on which the Committee seeks to employ Paul Hastings; and upon all of the proceedings had before this Court; and any objections to the relief requested herein having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED THAT:
1. The Application is granted and approved.
2. In accordance with sections 328(a), 330(a), and 1103 of the Bankruptcy Code, the
Committee is authorized to employ and retain Paul Hastings as its attorneys on the terms set forth in the Application, the Grogan Declaration, and the Committee Declaration, effective as of
July 7, 2020. Paul Hastings will charge its regular hourly rates in effect from time to time, as such rates may be increased periodically, annually or otherwise.
3. Paul Hastings is authorized to act as the Committee’s counsel and to perform those services described in the Application. Specifically, but without limitation, Paul Hastings is authorized to render the following services, among others, on behalf of the Committee:
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(a) to consult with the Committee, the Debtors, and the U.S. Trustee concerning the administration of the Chapter 11 Cases;
(b) to review, analyze, and respond to pleadings filed with this Court by the Debtors and other parties in interest and to participate at hearings on such pleadings;
(c) to investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors’ businesses, and any matters relevant to the Chapter 11 Cases, to the extent required by the Committee;
(d) to take all necessary action to protect the rights and interests of the Committee, including, but not limited to, negotiations and preparation of documents relating to any plan of reorganization and disclosure statement;
(e) to represent the Committee in connection with the exercise of its powers and duties under the applicable provisions of the Bankruptcy Code in connection with the Chapter 11 Cases; and
(f) to perform all other necessary legal services in connection with the Chapter 11 Cases.
4. Paul Hastings shall be compensated for its services and reimbursed for any related expenses upon the filing and approval of interim and final applications, in accordance with the applicable Bankruptcy Rules, the Local Rules, and such orders as the Court may direct. Pursuant to Bankruptcy Code section 503(b)(1), the fees and expenses of Paul Hastings under this Order shall be an administrative expense. All of the Debtors shall be jointly and severally responsible for Paul Hastings’ compensation and reimbursement of expenses in the Chapter 11 Cases.
5. Paul Hastings shall make a reasonable effort to comply with the U.S. Trustee’s request for information and additional disclosures as set forth in the Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by
Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 in connection with applications for compensation and reimbursement of expenses filed by Paul Hastings in the
Chapter 11 Cases. Paul Hastings shall provide no less than ten business days’ notice to the
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Debtors, the U.S. Trustee, and counsel to any official committee before implementing rate increases in the Chapter 11 Cases and shall file such notice with the Court.
6. The retention of Paul Hastings, as counsel to the Committee, shall be deemed to apply to the representation of the Committee if ever enlarged to include unsecured creditors of other debtors, without the need to obtain a modification of this Order.
7. Notice of the Application as provided therein shall be deemed good and sufficient notice of such Application, and the requirements of the Local Rules are satisfied by the contents of the Application.
8. The Committee and Paul Hastings are authorized and empowered to take all necessary actions to implement the relief granted in this Order.
9. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry.
10. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.
Dated: August _____, 2020 ______Wilmington, Delaware JUDGE BRENDAN L. SHANNON UNITED STATES BANKRUPTCY JUDGE
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EXHIBIT B
Grogan Declaration
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
------X : In re : Chapter 11 : CHISHOLM OIL AND GAS OPERATING, : Case No. 20–11593 (BLS) LLC, et al., : : Jointly Administered Debtors.1 : : Hearing Date: August 4, 2020 at 10:00 A.M. (ET) : Objection Deadline: July 28, 2020 at 4:00 P.M. (ET) ------X
DECLARATION OF JAMES T. GROGAN IN SUPPORT OF APPLICATION FOR ENTRY OF ORDER AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF PAUL HASTINGS LLP AS COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS, EFFECTIVE AS OF JULY 7, 2020
Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy
Rules”), I, James T. Grogan, declare that the following is true to the best of my knowledge, information, and belief:
1. I am an attorney admitted and in good standing to practice in the State of Texas.
2. I am a partner with the law firm of Paul Hastings LLP (“Paul Hastings”), located at, among other offices worldwide, 600 Travis Street, 58th Floor, Houston, Texas 77002, and am duly authorized to make this declaration on behalf of Paul Hastings. I submit this declaration in support of the Application for Entry of an Order, Pursuant to Bankruptcy Code Sections 328(a),
330(a), and 1103, Authorizing the Retention and Employment of Paul Hastings LLP as Counsel
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Chisholm Oil and Gas Operating II, LLC (8730); Chisholm Oil and Gas Operating, LLC (5382); Cottonmouth SWD, LLC (9849); Chisholm Oil and Gas Nominee, Inc. (1558); and Chisholm Oil and Gas Management II, LLC (8174). The Debtors’ mailing address is 1 West Third Street, Suite 1700, Tulsa, OK 74103. Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 3 of 20
to the Official Committee of Unsecured Creditors, Effective as of July 7, 2020 (the
“Application”).2
3. The facts set forth in this declaration are based upon my personal knowledge, discussions with other Paul Hastings attorneys, and the firm’s client/matter records that were reviewed by me or other Paul Hastings attorneys acting under my supervision and direction. To the extent any information disclosed in this declaration requires amendment or modification upon Paul Hastings’ completion of further review or as additional information becomes available, a supplemental declaration will be submitted to the Court reflecting such amended or modified information.
Paul Hastings’ Qualifications
4. Paul Hastings is particularly qualified to serve as the Committee’s counsel in the
Chapter 11 Cases. Paul Hastings is one of the largest law firms in the world, with a national and an international practice, and has substantial experience in virtually all aspects of the law that may arise in the Chapter 11 Cases.
5. More specifically, Paul Hastings has extensive bankruptcy and restructuring, corporate, finance, oil and gas, intellectual property, energy, litigation, real estate, labor and employment, securities, and tax expertise. Paul Hastings’ finance and restructuring group provides an array of services to assist financially distressed businesses and their creditors in maximizing values and ultimate recoveries in a broad range of challenging circumstances. In roles ranging from debtor’s counsel to committee counsel, Paul Hastings’ lawyers have played a significant role in many of the largest and most complex cases under the Bankruptcy Code, including, among many others, the chapter 11 cases of ICO Global; Satélites Mexicanos;
AbitibiBowater; Adelphia Communications; Aerosoles, ALCO Stores; Allegiance Telecom;
2 Capitalized terms used but not defined herein shall have the meanings set forth in the Application.
2 Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 4 of 20
American Airlines; Atlas Energy; Calpine Corporation; Castex Energy Partners; Circuit City
Stores; CIT Group; Comdisco; Dictaphone; Education Holdings 1; Enron; FairPoint
Communications; Fruit of the Loom; Furniture Brands International; General Growth Properties;
Global Cloud Exchange; GT Advanced Technologies; Hostess Brands; Innkeepers USA; Kmart;
Lehman Brothers; Magna Entertainment; Mark IV Industries; McLeod USA; Molycorp; National
Steel; NewPage; One Aviation; Reddy Ice; Refco; Sabine Oil & Gas Corporation; SandRidge
Energy; Six Flags; Spansion; The Clare; United Airlines; US Airways; Vanguard Natural
Resources; Velti; Visteon Corporation; Washington Mutual; WorldCom; and Zenith Electronics.
Paul Hastings’ lawyers also play a lead role as counsel to the Official Committee of Unsecured
Creditors in Puerto Rico’s cases under Title III of PROMESA.
Paul Hastings’ Disclosure Procedures
6. Paul Hastings has a large and diversified legal practice that encompasses the representation of many financial institutions and commercial corporations. In preparing this declaration, I used a set of procedures developed by Paul Hastings to ensure compliance with the applicable requirements of the Bankruptcy Code and the Bankruptcy Rules regarding the retention of professionals (the “Firm Disclosure Procedures”). Pursuant to the Firm Disclosure
Procedures, I caused to be performed the actions described below to identify Paul Hastings’ connections to parties in interest in these proceedings.
7. In preparing this declaration, I caused to be submitted for review under our conflicts check system the names of the parties in interest in the Chapter 11 Cases identified on
Schedule 1 hereto (collectively, the “Interested Parties”),3 as provided by counsel to the Debtors.
3 Paul Hastings’ inclusion of any parties in the attached schedules is solely to illustrate Paul Hastings’ conflict search process and is not an admission that any party has a valid claim against the Debtors or that any party properly belongs in the schedules or has a claim or legal relationship to the Debtors of the nature described in the schedules.
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The results of our conflict check were compiled and analyzed by Paul Hastings attorneys acting under my supervision.4
Paul Hastings’ Connections with Interested Parties
8. Paul Hastings and certain of its partners and associates may have in the past represented, may currently represent, and likely in the future will represent, entities that may be parties in interest in the Chapter 11 Cases in connection with matters unrelated (except as otherwise disclosed herein) to the Debtors and the Chapter 11 Cases. Paul Hastings has searched on its electronic database for its connection to the Interested Parties on Schedule 1 attached hereto. To the extent such searches indicated that Paul Hastings has performed any services for any such entity within the last five years, the identity of such entity and the nature of Paul
Hastings’ relationship with such entity are set forth in Schedule 2 hereto.
9. To the best of my knowledge, based on the review procedures described above,
Paul Hastings does not have any “connection” to the Interested Parties, except as described in this declaration. Neither the term “connection,” as used in Bankruptcy Rule 2014, nor the proper scope of a professional’s search for “connection” has been defined, and I am therefore uncertain what this Court may consider a “connection” requiring disclosure. Out of an abundance of caution, therefore, I am disclosing many representations that are not, to my understanding, disqualifying or problematic under the Bankruptcy Code or applicable standards of professional ethics.
10. Neither I, nor any partner, of counsel, or associate of Paul Hastings, as far as I have been able to ascertain, has any connection with the Committee, the Debtors, or any other
4 The list of Interested Parties may be changed without our knowledge and may change during the pendency of the Chapter 11 Cases. Accordingly, Paul Hastings will update this declaration as necessary and when Paul Hastings becomes aware of additional material information.
4 Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 6 of 20
Interested Party, except as set forth below or otherwise in this declaration (including the
Schedules hereto):
a. Attached hereto as Schedule 2 and incorporated herein by reference is a list of Interested Parties (or their affiliates) whom Paul Hastings represents, or has represented within the last five years, in matters unrelated to the matters on which the Committee seeks to retain Paul Hastings. Although Paul Hastings has represented, currently represents, and may continue to represent certain entities and individuals listed on Schedule 2 hereto, Paul Hastings will not represent any such entity or individual in the Chapter 11 Cases.
b. Each of the entities and individuals identified on Schedule 2 (and any affiliates thereof) for whom Paul Hastings has performed services accounted for 1% or less of Paul Hastings’ fees collected for the firm’s fiscal year ending January 31, 2020, except for Morgan Stanley (and related entities), which accounted for less than 1.7% of such revenues. Paul Hastings does not and will not represent Morgan Stanley in the Chapter 11 Cases. I do not believe that Paul Hastings’ connection to Morgan Stanley precludes it from meeting the disinterestedness standard under the Bankruptcy Code, but disclose it out of an abundance of caution.
c. Certain Interested Parties may be creditors of existing debtor clients of Paul Hastings or may have been creditors of former clients of Paul Hastings. In addition, certain Interested Parties may have been members of other official creditors’ committees represented by Paul Hastings.
d. Paul Hastings may have represented in the past, may currently represent, and may in the future represent certain Interested Parties actually or potentially adverse to the Committee, its members, or other unsecured creditors in matters unrelated to the Chapter 11 Cases.
e. In matters unrelated to the Chapter 11 Cases, Paul Hastings represents the AMH Plan Administration Trust in the chapter 11 case of Committee member Alta Mesa Services, LP (“AMS”) and related entities. The AMH Plan Administration Trust was established under a joint chapter 11 plan of liquidation for AMS and certain of its debtor affiliates in chapter 11 cases pending in the Bankruptcy Court for the Southern District of Texas. The Committee has been informed that Paul Hastings will only represent the Committee in these chapter 11 cases and will not represent AMS or the AMH Plan Administration Trust individually in these cases.
f. In 2018, Paul Hastings represented what I understand is a non-debtor affiliate of the Debtors, as well as a contractual counterparty, or affiliate of a contractual counterparty of the Debtors, called Great Salt Plains Midstream, LLC, with respect to a matter unrelated to these chapter 11
5 Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 7 of 20
cases. This matter is now closed and Paul Hastings is no longer performing any services for Great Salt Plains Midstream, LLC. The Debtors’ non-debtor parent, Chisholm Oil & Gas Management LLC (“Chisholm Management”), is not a client. I am informed, however, that direct or indirect equityholders of Chisholm Management include Apollo Global Management, Inc. and Ares Management LLC. Apollo Global Management, Inc. is not a client, but related entities of Apollo Global Management, Inc. are current or former clients of Paul Hastings on matters unrelated to these chapter 11 cases. Ares Management LLC and entities related to Ares Management LLC are current or former clients of Paul Hastings in matters unrelated to these chapter 11 cases.
g. Paul Hastings will not represent any entity other than the Committee in the Chapter 11 Cases.
h. In matters unrelated to the Chapter 11 Cases, Paul Hastings has worked with professionals that the Debtors or other parties in interest have retained or are seeking to retain in the Chapter 11 Cases, including attorneys and financial advisors for such parties. From time to time, Paul Hastings has referred work to other professionals retained or to be retained in the Chapter 11 Cases. Likewise, certain such professionals have referred work to Paul Hastings.
i. Certain insurance companies pay the legal bills of certain Paul Hastings clients. Some of these insurance companies may be involved in the Chapter 11 Cases. None of these insurance companies, however, are Paul Hastings clients as a result of this situation
j. Given the number of attorneys in its various offices, several attorneys at Paul Hastings have professional or social relationships with judges or their families, firms or professionals at firms that represent clients with interests adverse to the Committee. In addition, several attorneys at Paul Hastings have spouses, parents, children, siblings, fiancés or fiancées who are attorneys at other law firms or companies. Also, certain attorneys at Paul Hastings may have spouses, parents, children, siblings, fiancés or fiancées who are employees of one or more of the Debtors or the Committee members. Paul Hastings has strict policies against disclosing confidential information to anyone outside of Paul Hastings, including spouses, parents, children, siblings, fiancés and fiancées.
k. It is possible that certain Paul Hastings attorneys or employees hold interests in mutual funds or other investment vehicles that may be creditors of the Debtors.
l. Paul Hastings attorneys may have, in the past, clerked or interned for certain Judges in the U.S. Bankruptcy Court or the U.S. District Court for the District of Delaware. In addition, Paul Hastings attorneys may have,
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in the past, worked at law firms at which certain Judges in the U.S. Bankruptcy Court or the U.S. District Court for the District of Delaware were employed or were partners.
11. Despite the efforts described above to identify and disclose Paul Hastings’ connections with parties in interest in the Chapter 11 Cases, Paul Hastings is unable to state with certainty that every client representation or other connection has been disclosed. In this regard, if Paul Hastings discovers additional information that requires disclosure, Paul Hastings will file a supplemental disclosure with the Court.
12. I am not related to and, to the best of my knowledge, no other attorney at
Paul Hastings is related to: (a) any United States District Court Judge for the District of
Delaware or (b) the United States Trustee for the District of Delaware, or any person employed by the Office of such United States Trustee.
13. To the best of my knowledge, information, and belief formed after reasonable inquiry, Paul Hastings is a “disinterested person” as that term is defined in section 101(14) of the
Bankruptcy Code in that Paul Hastings:
a. is not a creditor, equity security holder, or insider of the Debtors;
b. is not and was not, within 2 years before the date of the filing of the petition, a director, officer, or employee of the Debtors; and
c. does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason.
14. Based on the foregoing and except as provided herein, to the best of my knowledge, information, and belief formed after reasonable inquiry, Paul Hastings does not:
(a) represent or hold any interest adverse to the Committee with respect to the matters on which the Committee seeks to employ Paul Hastings or (b) have any connection with the Debtors, any creditors or other parties in interest, their respective attorneys and accountants, the United States
7 Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 9 of 20
Trustee for the District of Delaware, or any person employed by the Office of such United States
Trustee.
Compensation of Paul Hastings
15. Paul Hastings will apply for compensation for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with the Chapter 11
Cases, subject to the Court’s approval and in compliance with applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the Court. The hourly rates and corresponding rate structure Paul Hastings will use in the Chapter 11 Cases are generally the same as the hourly rates and corresponding rate structure that Paul Hastings uses in similar matters, as well as other complex transactional and litigation matters whether in court or otherwise, regardless of whether a fee application is required. Paul Hastings’ rates and rate structure reflect that such restructuring and other complex matters typically are national and international in scope and involve great complexity, high stakes, and severe time pressures.
16. Paul Hastings operates in a national marketplace for legal services in which rates are driven by multiple factors relating to the individual lawyer, his or her area of specialization, the firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.
8 Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 10 of 20
17. Paul Hastings’ current customary hourly rate ranges in the United States are as follows:5
Timekeeper Category U.S. Hourly Rate Range Partners $1,150 - $1,625 Of Counsel $1,100 - $1,600 Associates $690 - $1,100 Paralegals $155 - $530
18. Paul Hastings’ hourly rates are set at a level designed to compensate it fairly for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses. These hourly rates vary with the experience and seniority of the individuals assigned and are consistent with the rates that Paul Hastings charges other comparable chapter 11 clients, regardless of the location of the Chapter 11 Cases. I believe these rates are reasonable and commensurate with the hourly rates of other firms of similar size and expertise.
19. To reflect economic and other conditions, Paul Hastings revises its regular hourly rates periodically and requests that, effective as of the date of such revision, the aforementioned rates be revised to the regular hourly rates that will be in effect at that time.6
20. It is Paul Hastings’ policy to charge its clients in all areas of practice for all expenses incurred in connection with a client’s matter. The expenses charged to clients include, among other things, photocopying, witness fees, travel expenses, filing and recording fees, long distance telephone calls, postage, express mail and messenger charges, computerized legal
5 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing rates listed in the chart herein.
6 For example, like many of its peer law firms, Paul Hastings adjusts the hourly billing rate of attorneys and paraprofessionals in the form of: (i) step increases historically awarded in the ordinary course on the basis of advancing seniority and promotion and (ii) periodic increases within each attorney’s and paraprofessional’s current level of seniority. The step increases do not constitute “rate increases” (as the term is used in the Appendix B Guidelines). As set forth in the Proposed Order, Paul Hastings will provide ten business days’ notice to the Debtors, the U.S. Trustee, and counsel to any official committee before implementing periodic increases, and shall file any such notice with the Court.
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research charges and other computer services, expenses for “working meals,” and telecopier charges. Paul Hastings will charge for these expenses in a manner and at rates consistent with charges generally made to its other clients. Paul Hastings believes that failure to charge these expenses would require the firm to increase its current hourly rates.
21. To ensure compliance with all applicable deadlines in the Chapter 11 Cases, from time to time the firm utilizes the services of overtime assistants. Paul Hastings charges fees for such administrative services that arise out of business necessity.
22. Paul Hastings currently charges $0.08 per page for standard black and white duplication and $0.50 per page for standard color copies in its offices in the United States. Paul
Hastings does not charge its clients for incoming facsimile transmissions. Because Paul Hastings believes that on-line legal research (e.g., LEXIS and WESTLAW) is far more cost-efficient than manual research using hardbound volumes, Paul Hastings encourages computerized legal research even though it is not a profit center for Paul Hastings.
23. Paul Hastings has not received a retainer in connection with the Chapter 11 Cases.
24. No promises have been received by Paul Hastings, nor by any of its partners, counsel, or associates, as to compensation in connection with the Chapter 11 Cases other than in accordance with the provisions of the Bankruptcy Code. Paul Hastings has no agreement with any other entity to share with such entity any compensation received by Paul Hastings in connection with the Chapter 11 Cases.
Statement Regarding U.S. Trustee Guidelines
25. Paul Hastings intends to make a reasonable effort to comply with the
U.S. Trustee’s requests for information and disclosures both in connection with the Application and the interim and final fee applications the firm will file in the course of its engagement. Paul
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Hastings reserves all rights as to the relevance and substantive legal effect of the Appendix B
Guidelines in the Chapter 11 Cases.
26. Paul Hastings provides the following response to the request for information set forth in Paragraph D.1. of the Appendix B Guidelines.
Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No.
Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No.
Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not Applicable
[Remainder of page intentionally left blank.]
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Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: The Committee and Paul Hastings expect to work together to develop a budget and staffing plan for the Chapter 11 Cases.
I declare under penalty of perjury that, to the best of my knowledge and after reasonable inquiry, the foregoing is true and correct.
Executed this 14th day of July, 2020
/s/ James T. Grogan James T. Grogan
12 Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 14 of 20
Schedule 1
The following lists contain the names of reviewed entities, as described more fully in the Verified Statement.
• Debtors • Debtors’ Trade Names and Aliases (up to 8 years) (a/k/a, f/k/a, d/b/a) • Bank Accounts • Bankruptcy Judges and Staff • Contract Counterparties • Counterparties to Joint Operating Contracts with the Debtors/Other Joint Venture Partners • Current Officers and Directors • Debtors Professionals (law firms, accountants, and other professionals) • Former Officers and Directors • Insurance Providers • Landlords and Lease Counterparties • Lenders • Litigation Counterparties/Litigation Pending Lawsuits – includes threatened litigation • Material Royalties in Suspense (greater than $100,000) • Material Suppliers and Vendors (greater than $1 million spend in the last 6 months) • Non-Debtor Affiliates • Non-Debtors Professionals (law firms, accountants, and other professionals) • Ordinary Course Professionals • Other Secured Parties (Letters of Credit/ Issuers of Letters of Credit) • Parties to Material Royalty Contracts with the Debtors (over $1 million in annual distributions) • Parties to Material Contracts with the Debtors (over $1 million in value remaining) • Regulatory/Government (Federal, State, and Local)/ Permitting Authorities • Significant Competitors • Significant Customers • Significant Shareholders (more than 5% of equity) • Taxing Authorities • Top Unsecured Creditors • UCC Search Results • United States Trustee and Staff • Utility Providers • Vendors/Suppliers
999998.04123/123518787v.1 Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 15 of 20
Schedule 2
INTERESTED PARTIES OR THEIR AFFILIATES WHOM PAUL HASTINGS HAS, OR MAY HAVE, REPRESENTED WITHIN THE LAST FIVE YEARS IN MATTERS UNRELATED TO THE CHAPTER 11 CASES
Interested Parties Relationship to Debtors Clients & Their Affiliates Chisholm Oil and Gas Debtors Not a client. Entities related to non- Management II, LLC debtor parent Chisholm Management are Chisholm Oil and Gas current or former clients. Operating II, LLC Chisholm Oil and Gas Operating, LLC Cottonmouth SWD, LLC Chisholm Oil and Gas Nominee, Inc. Zenergy Resources Operating, Debtors’ Trade Names and Not a client. Entities related to non- LLC Aliases debtor parent Chisholm Management are current or former clients.
Apollo Zed Holdings, LLC Non-Debtor Affiliates Not a client. Related entities are current Chisholm Midstream, LLC or former clients. Chisholm Oil and Gas Holdings, LLC Chisholm Oil and Gas Intermediate II, LLC Chisholm Oil and Gas Intermediate, LLC Chisholm Oil and Gas Operating III, LLC Chisholm Oil and Gas, LLC Chisholm SWD, LLC Gastar Exploration, LLC Gastar Holdco LLC Gastar Midco Holdings LLC Gastar Topco Holdings LC Great Salt Plains Midstream Crude, LLC Great Salt Plains Midstream Holdings, LLC MV Midstream, LLC Zenergy Resources Management, LLC Zenergy Resources Operating, LLC Zenergy Resources, LLC Chisholm Oil and Gas Non-Debtor Affiliates Chisholm Oil and Gas Management, Management, LLC LLC is not a client. Entities related to Great Salt Plains Midstream, Chisholm Oil and Gas Management,
Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 16 of 20
Interested Parties Relationship to Debtors Clients & Their Affiliates LLC LLC are current or former clients. Great Salt Plains Midstream, LLC is a former client. Morgan Stanley Current Officer and Current client. Related entities are also Director Affiliations current clients. Scotia Waterous Inc. Current Officer and Not a client. Parent Bank of Nova Scotia Director Affiliations and related entities are former clients. Vine Oil & Gas (Blackstone Current Officer and Not a client. Parent The Blackstone Portfolio Company) Director Affiliations Group, LP and related entities are current clients. ARCO Former Officer and Not a client. Parent BP Plc and related Director Affiliations entities are former clients. Samson Resources Former Officer and Not a client. Parent KKR & Co Inc. and Director Affiliations related entities are current clients. Vintage Petroleum Former Officer and Not a client. Entities related to parent Director Affiliations Occidental Petroleum Corp are current clients. Zenergy, Inc. (f/k/a Zinke & Former Officer and Not a client. Entities related to parent Trumbo) Director Affiliations Chisholm Management are current or former clients. Citibank, N.A. Bank Accounts Current client. Entities related to parent Citigroup Inc. are also current clients. Wells Fargo Bank Accounts Current client. Entities related to parent Wells Fargo & Company are also current clients. Great Salt Plains Midstream Contract Counterparties Not a client. Entities related to parent Gas, LLC Chisholm Management are current or former clients. Great Salt Plains Midstream Counterparties to Joint Great Salt Plains Midstream, LLC is a (GSPM) Operating Contracts with former client, which may be a related the Debtors/Other Joint entity, but more information is needed.1 Venture Partners QBE Insurance Corporation Insurance/Insurance Not a client. Related entity, QBE North Provider/Surety Bonds America is a current client. Wesco Insurance Company Insurance/Insurance Not a client. Related entities and parent Provider/Surety Bonds Stone Point Capital LLC are current clients. Cargill, Incorporated ISDA/Counterparties Current client. Cargill, Incorporated, acting ISDA/Counterparties Current client. through its Cargill Risk Management Business Unit. Citibank, N.A. ISDA/Counterparties Current client. Entities related to parent Citigroup Inc. are also current clients. J. Aron & Company LLC ISDA/Counterparties Not a client. Entities related to parent
1 Paul Hastings requires additional information regarding certain Interested Parties in order to complete its conflicts research. Upon receiving the information, Paul Hastings will conduct further research and, if necessary, submit a supplemental declaration with respect to these Interested Parties.
2 Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 17 of 20
Interested Parties Relationship to Debtors Clients & Their Affiliates Goldman Sachs Group Inc. are current clients. Morgan Stanley Capital ISDA/Counterparties Former client. Entities related to parent Services LLC Morgan Stanley are current clients. NextEra Energy Marketing, ISDA/Counterparties Former client. Entities related to parent LLC NextEra Energy are also former clients. TD Bank ISDA/Counterparties Former client. An entity related to parent TD Bank Financial Group is a current client. Toronto-Dominion Bank, New ISDA/Counterparties Not a client. An entity related to parent York Branch TD Bank Financial Group is a current client Brookfield Property Partners LP Landlords and Parties to Not a client. Entities related to parent Leases Brookfield Asset Management Inc. are current clients. Metropolitan Life Insurance Landlords and Parties to Former client. Parent MetLife is a co- Company Leases client. Crescent HC Investors, L.P. Landlords and Parties to Not a client. Entities related to parent Leases Barclays PLC are current clients. Crescent 4HC Investors LLC Landlords and Parties to Not a client. Entities related to parent Leases Barclays PLC are current clients. Cargill, Incorporated Lenders (Term Loan/ Current client. Revolver/RBL/Administra tive Agent) Cargill, Incorporated, acting Lenders (Term Loan/ Current client. through its Cargill Risk Revolver/RBL/Administra Management Business Unit tive Agent) Citibank, N.A. Lenders (Term Loan/ Current client. Entities related to parent Revolver/RBL/Administra Citigroup Inc. are also current clients. tive Agent) Citigroup N.A. Lenders (Term Loan/ Current client. Entities related to parent Revolver/RBL/Administra Citigroup Inc. are also current clients. tive Agent) EIG Management Company, Lenders (Term Loan/ Not a client. Related entities and parent LLC Revolver/RBL/Administra EIG Global Energy Partners are current tive Agent) clients. Goldman Sachs Lending Lenders (Term Loan/ Not a client. Entities related to parent Partners LLC Revolver/RBL/Administra Goldman Sachs Group Inc. are current tive Agent) clients. GSO Capital Partners LP Lenders (Term Loan/ Former client. Related entities and parent Revolver/RBL/Administra The Blackstone Group, LP are current tive Agent) clients. GSO/Blackstone Debt Funds Lenders (Term Loan/ Not a client. Related entities and parent Management, LLC Revolver/RBL/Administra The Blackstone Group, LP are current tive Agent) clients. J. Aron & Company Lenders (Term Loan/ Not a client. Entities related to parent Revolver/RBL/Administra Goldman Sachs Group Inc. are current tive Agent) clients. Macquarie Capital Funding Lenders (Term Loan/ Not a client. Entities related to parent,
3 Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 18 of 20
Interested Parties Relationship to Debtors Clients & Their Affiliates LLC Revolver/RBL/Administra Macquarie Group Limited are current tive Agent) clients. Morgan Stanley Capital Service Lenders (Term Loan/ Former client. Related entities and parent LLC Revolver/RBL/Administra Morgan Stanley are current clients. tive Agent) Morgan Stanley Senior Lenders (Term Loan/ Former client. Related entities and parent Funding, Inc. Revolver/RBL/Administra Morgan Stanley are current clients. tive Agent) NextEra Energy Marketing, Lenders (Term Loan/ Former client. Entities related to parent LLC Revolver/RBL/Administra NextEra Energy are also former clients. tive Agent) RBC / RBC Capital Markets Lenders (Term Loan/ Current client. Related entities and parent Revolver/RBL/Administra Royal Bank of Canada are also current tive Agent) clients. Royal Bank of Canada Lenders (Term Loan/ Current client. Entities related to parent Revolver/RBL/Administra Royal Bank of Canada are also current tive Agent) clients. TD Securities Lenders (Term Loan/ Current client. An entity related to parent Revolver/RBL/Administra TD Bank Financial Group is also a tive Agent) current client. TD Securities (USA) LLC Lenders (Term Loan/ Former client. An entity related to parent Revolver/RBL/Administra TD Bank Financial Group is a current tive Agent) client. The Toronto-Dominion Bank Lenders (Term Loan/ Former client. An entity related to parent Revolver/RBL/Administra TD Bank Financial Group is a current tive Agent) client Toronto-Dominion Bank, New Lenders (Term Loan/ Not a client. An entity related to parent York Branch Revolver/RBL/Administra TD Bank Financial Group is a current tive Agent) client Wilmington Trust, National Lenders (Term Loan/ Former client. Entities related to parent Association Revolver/RBL/Administra M&T Bank Corporation are current tive Agent) clients. Enervest Operating, Inc. Litigation Counterparties/ Not a client. A related entity EV Evergy Litigation Pending Partners, L.P. is a former client. Lawsuits Great Salt Plains Midstream Parties to Material Not a client. Great Salt Plains Crude, LLC Contracts with the Debtors Midstream, LLC is a former client, Great Salt Plains Midstream which may be a related entity, but more Gas, LLC information is needed. Gastar Exploration LLC Parties to Material Royalty Not a client. Related entities are current Contracts with the Debtors or former clients. Stephens Production Company Parties to Material Royalty Not a client. Entities related to parent Contracts with the Debtors Stephens Group LLC are former clients. Alvarez & Marsal North Professionals Not a client. Entities related to parent America, LLC Alvarez & Marsal Holdings LLC are former clients. Deloitte Tax LLP Professionals Not a client. Entities related to parent Deloitte Touche Tohmatsu are current clients.
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Interested Parties Relationship to Debtors Clients & Their Affiliates Evercore Group L.L.C. Professionals Former client. Entities related to parent Evercore Partners Inc. are former clients. An entity related to parent is a current co-client. FTI Consulting, Inc. Professionals Former client. Related entities are also former clients. Grant Thornton LLP Professionals Not a client. Entities related to parent Grant Thornton International Limited are former clients. Houlihan Lokey Professionals Current client. Related entities are also current clients. Kirkland & Ellis LLP Professionals Former client. Related entities are also former clients. Reed Smith Professionals Former client. Related entities are also former clients. Corporation Service Company Regulatory and Not a client. Related entity Finsbury (CSC) Government Square 2020-2 Plc is a current client. CT Corporation System Regulatory and Not a client. Parent Wolters Kluwer and Government related entities are former clients. SK Innovation Significant Competitors Not a client. Entities related to parent SK Holdings Co Ltd. are current clients. Apollo Global Management, Significant Shareholders Not a client. Parent Apollo Global Inc. Management LLC and related entities are current clients. Ares Management LLC Significant Shareholders Current client. Entities related to parent Ares Management LP are also current clients. Apollo Global Management, Sponsors Not a client. Parent Apollo Global Inc. Management LLC and related entities are current clients. Ares Management LLC Sponsors Current client. Entities related to parent Ares Management LP are also current clients. Massachusetts Mutual Life Third Party Employee Former client. Related entities are current Insurance Company Benefits clients. Metropolitan Life Insurance Third Party Employee Former client. Parent MetLife is a co- Company Benefits client. Nationwide Mutual Insurance Third Party Employee Current client. Company Benefits BSREP II Houston Office Top Unsecured Creditors Not a client. Parent Brookfield Asset Management Inc. and related entities are current clients. USA Compression Partners, Top Unsecured Creditors Not a client. Entities related to parent LLC Riverstone Holdings LLC are former clients. Wilmington Trust, National UCC Search Results Former client. Entities related to parent Association M&T Bank Corporation are current clients. Verizon Wireless Utility Providers/Utility Current client. Parent Verizon
5 Case 20-11593-BLS Doc 168-3 Filed 07/14/20 Page 20 of 20
Interested Parties Relationship to Debtors Clients & Their Affiliates Brokers Communications and related entities are also current clients. ADP Payroll Processing Vendors/Suppliers Not a client. Parent Automatic Data Processing Inc. and related entities are current clients. Alvarez & Marsal North Vendors/Suppliers Not a client. Parent Alvarez & Marsal America, LLC Holdings LLC and related entities are former clients. Baker Hughes Bus Support Vendors/Suppliers Not a client. Entities related to parent Svcs. Baker Hughes Company are current clients. BSREP II Houston Office Vendors/Suppliers Not a client. Parent Brookfield Asset Management Inc. and related entities are current clients. CTAP, LLC Vendors/Suppliers Not a client. Entities related to parent Marubeni Corporation are current clients. Gastar Exploration LLC Vendors/Suppliers Not a client. Related entities are current or former clients. Great Plains Oilfield Rental Vendors/Suppliers Not a client. Related entity Patterson- LLC UTI Drilling Co LLC is a former client. Great Salt Plains Midstream Vendors/Suppliers Great Salt Plains Midstream, LLC is a former client. Entities related to parent Chisholm Management are former clients. Key Energy Services, LLC Vendors/Suppliers Not a client. Entities related to parent Platinum Equity LLC are current clients. Metropolitan Life Insurance Vendors/Suppliers Former client. Parent MetLife is a current Company co-client. National Oilwell DHT, LP Vendors/Suppliers Not a client. Entities related to parent National Oilwell Varco are former clients. Schlumberger Technology Vendors/Suppliers Not a client. An entity related to parent Schlumberger Limited is a current client. SK Nemaha LLC Vendors/Suppliers Not a client. Entities related to parent SK Holdings Co Ltd. are current clients. Smith International, Inc. Vendors/Suppliers Former client An entity related to parent Schlumberger Limited is a current client. Tetra Technologies, Inc. Vendors/Suppliers Former client. Universal Pressure Pumping, Vendors/Suppliers Not a client. Related entity Patterson- Inc. UTI Drilling Co LLC is a former client. USA Compression Partners, Vendors/Suppliers Not a client. Entities related to parent LLC Riverstone Holdings LLC are former clients.
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EXHIBIT C
COMMITTEE DECLARATION
Case 20-11593-BLS Doc 168-4 Filed 07/14/20 Page 2 of 5
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
------X : In re : Chapter 11 : CHISHOLM OIL AND GAS OPERATING, : Case No. 20–11593 (BLS) LLC, et al., : : Jointly Administered Debtors.1 : : : ------X
DECLARATION OF LORETTA CROSS IN SUPPORT OF APPLICATION FOR ENTRY OF ORDER AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF PAUL HASTINGS LLP AS COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS, EFFECTIVE AS OF JULY 7, 2020
I, Loretta Cross, hereby declare under penalty of perjury:
1. I am the authorized representative of Alta Mesa Services, LP, a member of the
Official Committee of Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors in possession (collectively, the “Debtors”). I submit this declaration in support of the Application for Entry of an Order, Pursuant to Bankruptcy Code Sections 328(a), 330(a), and 1103, Authorizing the Retention and Employment of Paul Hastings LLP as Counsel to the
Official Committee of Unsecured Creditors, Effective as of July 7, 2020 (the “Application”).2
Unless otherwise stated in this declaration, I have personal knowledge of the facts set forth herein and, if called as a witness, would testify competently thereto.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Chisholm Oil and Gas Operating II, LLC (8730); Chisholm Oil and Gas Operating, LLC (5382); Cottonmouth SWD, LLC (9849); Chisholm Oil and Gas Nominee, Inc. (1558); and Chisholm Oil and Gas Management II, LLC (8174). The Debtors’ mailing address is 1 West Third Street, Suite 1700, Tulsa, OK 74103. 2 Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Application.
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2. This declaration is provided pursuant to Paragraph D.2 of the Appendix B
Guidelines, which requests that any application for employment of an attorney under 11 U.S.C.
§ 1103 be accompanied by a verified statement from the client addressing the following:
(a) The identity and position of the person making the verification. The person ordinarily should be the general counsel of the debtor or another officer responsible for supervising outside counsel and monitoring and controlling legal costs.
(b) The steps taken by the client to ensure that the applicant’s billing rates and material terms for the engagement are comparable to the applicant’s billing rates and terms for other non-bankruptcy engagements and to the billing rates and terms of other comparably skilled professionals.
(c) The number of firms the client interviewed.
(d) If the billing rates are not comparable to the applicant’s billing rates for other nonbankruptcy engagements and to the billing rates of other comparably skilled professionals, the circumstances warranting the retention of that firm.
(e) The procedures the client has established to supervise the applicant’s fees and expenses and to manage costs. If the procedures for the budgeting, review and approval of fees and expenses differ from those the client regularly employs in nonbankruptcy cases to supervise outside counsel, explain how and why. In addition, describe any efforts to negotiate rates, including rates for routine matters, or in the alternative to delegate such matters to less expensive counsel.
The Committee’s Selection of Counsel
3. Following its formation on July 1, 2020, the Committee interviewed two law firms to represent the Committee as lead bankruptcy counsel in the Chapter 11 Cases. As a member of the Committee, I was directly involved with the Committee’s selection process for counsel. After interviewing each of these firms, the Committee found Paul Hastings to be uniquely qualified to represent the Committee. Paul Hastings has extensive experience and knowledge of the chapter 11 bankruptcy process and a long history of representing official committees in bankruptcy cases. Based on both the past experience of counsel to certain
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individual Committee members with Paul Hastings in other bankruptcy cases and Paul Hastings’ broad and directly applicable skill set, the Committee decided to retain Paul Hastings.
Rate Structure
4. Paul Hastings has informed the Committee that its rates for bankruptcy representations are the same as its rates for non-bankruptcy representations. The hourly rates charged by Paul Hastings attorneys vary with the experience and seniority of the individuals assigned and not as a function of whether the services performed relate to a bankruptcy engagement or a non-bankruptcy engagement.
5. Paul Hastings also has informed the Committee that it endeavors to set hourly rates for its attorneys and paralegals at levels competitive to those charged by comparably skilled professionals in other law firms. Based on my experience retaining various law firms in other matters, and my participation in the interviews of the other firms considered for this engagement,
Paul Hastings’ hourly rates are consistent with the hourly rates charged by other law firms for similar services, and the Committee believes that, in light of the nature and complexity of these cases and Paul Hastings’ qualifications, these rates, and the other terms and conditions of Paul
Hastings’ employment, are reasonable.
6. Paul Hastings has informed the Committee that its hourly rates are subject to periodic adjustments to reflect economic and other conditions. Paul Hastings has advised me that it will inform the Committee of any increase in the rates set forth in the Application. So long as Paul Hastings charges its regular hourly rates in effect at the time services are rendered, the Committee consents to Paul Hastings’ annual and other periodic rate increases.
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Cost Supervision
7. The Committee recognizes its responsibility to closely monitor the billing practices of their counsel to ensure that the fees and expenses remain consistent with the
Committee’s expectations and the exigencies of the Chapter 11 Cases.
8. The Committee and Paul Hastings expect to work together to develop a budget and staffing plan to comply with the U.S. Trustee’s requests for information and disclosures and any orders of the Court, recognizing that in the course of complex insolvency cases, there may be unforeseeable fees and expenses that the Committee and Paul Hastings will need to address. The
Committee will review the invoices that Paul Hastings submits and, together with Paul Hastings, periodically amend the budget and staffing plans as the Chapter 11 Cases develop.
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct.
Executed this 14th day of July, 2020.
/s/ Loretta Cross Name: Loretta Cross Title: Authorized representative of Alta Mesa Services, LP, solely in its capacity as member of the Committee (and not in its individual capacity); authorized by the Committee to sign this Declaration
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CERTIFICATE OF SERVICE
I hereby certify that on July 14, 2020, I served or caused to be served the foregoing Application for Entry of Order, Pursuant to Bankruptcy Code Sections 328(a), 330(a), and 1103, Authorizing and Approving Retention and Employment of Paul Hastings LLP as Lead Counsel to Official Committee of Unsecured Creditors, Effective as Of July 7, 2020 by CM/ECF upon those parties registered to receive such electronic notifications in these cases and by U.S. First-Class mail upon the parties listed on the attached service list.
/s/ Stanley B. Tarr Stanley B. Tarr (DE No. 5535)
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SERVICE LIST
2
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Creditor Address1 Address2 Address3 Address4 Address5 Attention Abadie & Schill PC Attn: Lon Abadie 555 Rivergate Ln, Ste B4‐180 Durango, CO 81301 Lon Abadie Allamon Tool Company Inc Attn: Jessica Taylor 18935 Freeport Dr Montgomery, TX 77356 Jessica Taylor Alta Mesa Services, LP Attn: Mark Castiglione 15021 Katy Fwy, 4Th Fl Houston, TX 77094 Mark Castiglione Ballard Spahr LLP Attn: George H. Singer 2000 IDS Center 80 S 8th St Minneapolis, MN 55402‐2119 George H. Singer Ballard Spahr LLP Attn: George Singer Attn: Mark Dietzen 2000 IDS Center 80 S 8th St Minneapolis, MN 55402 Mark Dietzen Ballard Spahr LLP Attn: Leslie C. Heilman Attn: Laurel D. Roglen 919 N Market St, 11th Fl Wilmington, DE 19801‐3034 Leslie C. Heilman Ballard Spahr LLP Laurel D. Roglen Bsrep II Houston Office Attn: Travis Overall 1200 Smith St, Ste 1200 Houston, TX 77002 Travis Overall Chaparral Energy LLC c/o Justin P. Byrne, VP 701 Cedar Lake Blvd Oklahoma City, OK 73114 Justin Byrne Chaparral Energy LLC General Counsel Cimarron Valley Rentals, LLC Attn: Brian Hopson 14946 W County Rd 74 Crescent, OK 73028 Brian Hopson Continental Resources, Inc Attn: Jack Stark 20 N Broadway Oklahoma City, OK 73102 Jack Stark Crawley Petroleum Corp Attn: Jason Garner 105 N Hudson Ave, Ste 800 Oklahoma City, OK 73102 Jason Garner Delaware Secretary of State Division of Corporations John G. Townsend Bldg 401 Federal St, Ste 4 Dover, DE 19901 Delaware Secretary of the Treasury 820 Silver Lake Blvd, Ste 100 Dover, DE 19904 Dyer Coatney Schroeder Attorneys Attn: Andrew Schroeder 16328 Muirfield Pl Edmond, OK 73013 Andrew Schroeder Great Plains Gas Compression Attn: Jim Wilson 210 E 1St St Hugoton, KS 67951 Jim Wilson Halliburton Energy Services In 300 N Sam Houston Pkwy E Houston, TX 77032 Heartland Compression Services Attn: Mason Henderson 26894 S Hwy 50 Mooreland, OK 73852 Mason Henderson Internal Revenue Service P.O. Box 7346 Philadelphia, PA 19101‐7346 Johnson DeLuca Kurisky & Gould, P.C. Attn: George A. Kurisky 4 Houston Center 1221 1221 Lamar, Suite 1000 Houston, TX 77010 George A. Kurisky Kirkland & Ellis LLP Attn: Andy C.R. Veit Attn: Chad Husnick 609 Main St Houston, TX 77002 Andy C.R. Veit Kirkland & Ellis LLP Chad Husnick Kirkland & Ellis LLP Attn: Chad J. Husnick, PC Attn: Christopher S. Koenig 300 N LaSalle Chicago, IL 60654 Chad J. Husnick, P.C. Kirkland & Ellis LLP Christopher S. Koenig Legacy Drilling LLC Attn: Andrea Davidson 203 E 80th St Stillwater, OK 74074 Andrea Davidson Legacy Ofs Construction LLC Attn: Brent Hammock 1245 Independence St Lucien, OK 73757‐9503 Brent Hammock Linklaters LLP Attn: Margot Schonholtz Attn: Penelope Jensen Attn: Christopher Hunker 1345 Avenue of the Americas New York, NY 10105 Margot Schonholtz Linklaters LLP Penelope Jensen Linklaters LLP Christopher Hunker Marsau Enterprises Inc Attn: Marlin Esau 1209 N 30th Enid, OK 73701 Marlin Esau Mesa Natural Gas Solutions, LLC Attn: Scott Gromer 5151 Reserve Dr Evansville, WY 82636 Scott Gromer Michele Knotts 20242 E 74th Pl N Tulsa, OK 74055 Miller Mentzer Walker, PC Attn: Julie A. Walker 100 N Main St P.O. Box 130 Palmer, TX 75152 Julie A. Walker Miller Mentzer Walker, PC Attn: Stephen M. Miller 500 Delaware Avenue Suite 1500 Wilmington, DE 19801 Milroc Distribution LLC Attn: David Rolens 4700 Western Ave Woodward, OK 73801 David Rolens Monzack Mersky Browder and Hochman, PA Attn: Rachel B Mersky 1201 N Orange St, Ste 400 Wilmington, DE 19801 Rachel B. Mersky Morris James LLP Attn: Stephen M. Miller 500 Delaware Ave, Ste 1500 P.O. Box 2306 Wilmington, DE 19899‐2306 Stephen M. Miller Morris, Nichols, Arsht & Tunnell LLP Attn: Derek C. Abbott Attn: Taylor Haga 1201 Market St, 16th Fl P.O. Box 1347 Wilmington, DE 19801 Derek C. Abbott Morris, Nichols, Arsht & Tunnell LLP Taylor Haga Office of the Attorney General of Texas Attn: Jason B. Binford / Attn: Layla D. Milligan Assistant Attorneys General Bankruptcy & Collections Division P.O. Box 12548‐ MC 008 Austin, TX 78711‐2548 Jason B. Binford Office of the Attorney General of Texas Layla D. Milligan Office of the United States Trustee Attn: Timothy J. Fox, Jr. 844 King Street, Ste 2207 Lockbox 35 Wilmington, DE 19801 Timothy J. Fox, Jr. Ovintiv Mid‐Continent Inc Attn: Doug Suttles 4 Waterway Square Pl, Ste 100 The Woodlands, TX 77380 Doug Suttles Pachulski Stang Ziehl & Jones LLP Attn: Laura Davis Jones Attn: James E. O'Neill 919 N Market St, 17th Fl Wilmington, DE 19801 Laura Davis Jones Pachulski Stang Ziehl & Jones LLP James E. O'Neill Paul, Weiss, Rifkind, Wharton & Garrison, LLP Attn: Jeffrey Saferstein/ Elizabeth McColm Attn: Michael Colarossi/ Patricia Walsh 1285 Avenue of the Americas New York, NY 10019 Jeffrey D. Saferstein Paul, Weiss, Rifkind, Wharton & Garrison, LLP Elizabeth McColm Paul, Weiss, Rifkind, Wharton & Garrison, LP Michael J. Colarossi Paul, Weiss, Rifkind, Wharton & Garrison, LP Patricia A. Walsh Quick Pump Service LLC Attn: Abel Moreno 7284 South Hwy 81 Hennessey, OK 73742 Abel Moreno Reliance Oilfield Services, LLC Attn: Heath Casey Two W 2nd St, Ste 1205 Tulsa, OK 74103 Heath Casey Revolution II Wi Holding Attn: Scott Van Sickle 14301 Caliber Dr, Ste 110 Oklahoma City, OK 73134 Scott Van Sickle Richards, Layton & Finger, PA Attn: Mark D Collins/Travis J Cuomo Attn: Russell C Silberglied One Rodney Square 920 N King St Wilmington, DE 19801 Mark D. Collins Richards, Layton & Finger, PA Russell C. Silberglied Richards, Layton & Finger, PA Travis J. Cuomo Rick Caruthers Construction Attn: Rick Caruthers 821 S Ohio Ave Cherokee, OK 73728 Rick Caruthers Saul Ewing Arnstein & Lehr LLP Attn: Mark Minuti 1201 N Market St, Ste 2300 P.O. Box 1266 Wilmington, DE 19899 Mark Minuti Case 20-11593-BLS Doc 168-5 Filed 07/14/20 Page 4 of 4
Sean Lisooey 4136 S Birmingham Pl Tulsa, OK 74105 Securities & Exchange Commission 100 F St, NE Washington, DC 20549 Smart Chemical Services, LP Attn: Lloyd Brown 3220 Church St Amarillo, TX 79109 Lloyd Brown The Law Office of Mark A. Weisbart Attn: Mark A. Weisbart Attn: James S. Brouner 12770 Coit Rd, Ste 541 Dallas, TX 75251 Mark A. Weisbart The Law Office of Mark A. Weisbart James S. Brouner Thru Tubing Solutions Attn: Andy Ferguson 225 Haileyville Ave Mcalester, OK 74501 Andy Ferguson Tucker Arensberg, P.C. Attn: Michael A. Shiner Attn: Jillian Nolan Snider 1500 1 PPG Place Pittsburgh, PA 15222 Michael A. Shiner Tucker Arensberg, P.C. Attn: Jillian Nolan Snider Jillian Nolan Snider Unit Drilling Company Attn: David T. Merrill 8200 South Unit Dr Tulsa, OK 74132 David T. Merrill USA Compression Partners, LLC Attn: Eric Long 111 Congress Ave, Ste 2400 Austin, TX 78701 Eric Long Victoria W & C Ronald Lewis Jt 1710 Plaza Cir Windsor Heights, IA 50322 Weil, Gotshal & Manges LLP Attn: Matt Barr Attn: Kelly DiBlasi Attn: Lauren Tauro 767 5th Ave New York, NY 10153 Matt Barr Weil, Gotshal & Manges LLP Kelly DiBlasi Weil, Gotshal & Manges LLP Lauren Tauro Whiting Oil And Gas Corp 1700 Lincoln, Ste 4700 Denver, CO 80203 Young Conaway Stargatt & Taylor LLP Attn: M. Blake Cleary / Attn: Jaime Luton Chapman Attn: S. Alexander Faris Rodney Square 1000 N King St Wilmington, DE 19801 M. Blake Cleary Young Conaway Stargatt & Taylor LLP Jaime Luton Chapman Young Conaway Stargatt & Taylor LLP S. Alexander Faris