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Case 20-11593-BLS Doc 168 Filed 07/14/20 Page 1 of 10 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 2 Case 20-11593-BLS Doc 168 Filed 07/14/20 Page 3 of 10 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 3 Case 20-11593-BLS Doc 168 Filed 07/14/20 Page 4 of 10 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. 4 Case 20-11593-BLS Doc 168 Filed 07/14/20 Page 5 of 10 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 5 Case 20-11593-BLS Doc 168 Filed 07/14/20 Page 6 of 10 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.
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