Case 17-36709 Document 121 Filed in TXSB on 12/21/17 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) COBALT INTERNATIONAL ENERGY, INC., et al.,1 ) Case No. 17-36709 (MI) ) Debtors. ) (Jointly Administered) ) DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE A HEARING WILL BE CONDUCTED ON THIS MATTER ON JANUARY 11, 2018 AT 2:00 P.M. (CST) IN COURTROOM 404, 4th FLOOR, UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS, 515 RUSK AVENUE, HOUSTON, TEXAS 77002. IF YOU OBJECT TO THE RELIEF REQUESTED, YOU MUST RESPOND IN WRITING, SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. UNLESS OTHERWISE DIRECTED BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT WITHIN TWENTY-ONE DAYS FROM THE DATE YOU WERE SERVED WITH THIS PLEADING. YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT YOU THE NOTICE; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY. The above-captioned debtors and debtors in possession (collectively, the “Debtors”) file this application (this “Application”) for the entry of an order (the “Order”), substantially in the form attached hereto as Exhibit A, authorizing the Debtors to retain and employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP (collectively, “Kirkland”) as their attorneys 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Cobalt International Energy, Inc. (1169); Cobalt International Energy GP, LLC (7374); Cobalt International Energy, L.P. (2411); Cobalt GOM LLC (7188); Cobalt GOM # 1 LLC (7262); and Cobalt GOM # 2 LLC (7316). The Debtors’ service address is: 920 Memorial City Way, Suite 100, Houston, Texas 77024. Case 17-36709 Document 121 Filed in TXSB on 12/21/17 Page 2 of 12 effective nunc pro tunc to the Petition Date (as defined herein). In support of this Application, the Debtors submit the declaration of Chad J. Husnick, the president of Chad J. Husnick, P.C., a partner of Kirkland & Ellis LLP, and a partner of Kirkland & Ellis International LLP (the “Husnick Declaration”), which is attached hereto as Exhibit B and the declaration of Jeffrey A. Starzec, the Executive Vice President and General Counsel of Cobalt International Energy, Inc., which is attached hereto as Exhibit C (the “Starzec Declaration”). In further support of this Application, the Debtors respectfully state as follows. Jurisdiction and Venue 1. The United States Bankruptcy Court for the Southern District of Texas (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of Texas, dated May 24, 2012 (the “Amended Standing Order”). The Debtors confirm their consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court 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. 2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The bases for the relief requested herein are sections 327(a) and 330 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), rules 2014(a) and 2016 of the Bankruptcy Rules, and rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern District of Texas (the “Local Bankruptcy Rules”). Background 4. On December 14, 2017 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their 2 Case 17-36709 Document 121 Filed in TXSB on 12/21/17 Page 3 of 12 businesses and managing their properties as debtors in possession pursuant to section 1107(a) and 1108 of the Bankruptcy Code. On the Petition Date, the Court entered an order [Docket No. 33] authorizing the joint administration and procedural consolidation of the chapter 11 cases pursuant to Bankruptcy Rule 1015(b). No entity has requested the appointment of a trustee or examiner in these chapter 11 cases. As of the date hereof, the United States Trustee for the Southern District of Texas (the “U.S. Trustee”) has not appointed an official committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the “Committee”). 5. A description of the Debtors’ businesses, the reasons for commencing the chapter 11 cases, and the relief sought from the Court to allow for a smooth transition into chapter 11 are set forth in the Declaration of David D. Powell, Chief Financial Officer of Cobalt International Energy, Inc., in Support of Debtors’ Chapter 11 Petitions and First Day Motions, filed on December 14, 2017 [Docket No. 16], incorporated herein by reference. Relief Requested 6. By this Application, the Debtors seek the entry of the Order authorizing the retention and employment of Kirkland as their attorneys in accordance with the terms and conditions set forth in that certain engagement letter between the Debtors and Kirkland effective as of August 18, 2016 (the “Engagement Letter”), a copy of which is attached hereto as Exhibit 1 to Exhibit A and incorporated herein by reference. Kirkland’s Qualifications 7. The Debtors seek to retain Kirkland because of Kirkland’s recognized expertise and extensive experience and knowledge in the field of debtors’ protections, creditors’ rights, and business reorganizations under chapter 11 of the Bankruptcy Code. 8. Kirkland has been actively involved in major chapter 11 cases and has represented debtors in many cases, including, among others: In re Toys “R” Us, Inc., No. 17-34665 (KLP) 3 Case 17-36709 Document 121 Filed in TXSB on 12/21/17 Page 4 of 12 (Bankr. E.D. Va. Sept. 21, 2017); In re Seadrill Ltd., No. 17-60079 (DRJ) (Bankr. S.D. Tex. Oct. 27, 2017); In re GenOn Energy, Inc., No. 17-33695 (DRJ) (Bankr. S.D. Tex. July 13, 2017); In re rue21, Inc., No. 17-22045 (GLT) (Bankr. W.D. Pa. June 1, 2017); In re Goodman Networks, Inc., No. 17-31575 (MI) (Bankr. S.D. Tex. May 4, 2017); In re Ameriforge Group Inc., No. 17-32660 (DRJ) (Bankr. S.D. Tex. Apr. 30, 2017); In re Payless Holdings LLC, No. 17-42267 (KAS) (Bankr. E.D. Mo. April 4, 2017); In re BCBG Max Azria Global Holdings, LLC, No. 17-10466 (SCC) (Bankr. S.D.N.Y. Mar. 29, 2017); In re Gordmans Stores, Inc., No. 17-80304 (TLS) (Bankr. D. Neb. Mar. 13, 2017); In re Answers Holdings, Inc., No. 17-10496 (SMB) (Bankr. S.D.N.Y. Mar. 3, 2017); In re C&J Energy Services, Inc., No. 16-33590 (DRJ) (Bankr. S.D.N.Y. July 20, 2016); In re Midstates Petroleum Company, Inc., No. 16-32237 (DRJ) (Bankr. S.D. Tex. July 1, 2016); In re Linn Energy, LLC, No. 16-60040 (DRJ) (Bankr. S.D. Tex. June 27, 2016); In re Southcross Holdings LP, No. 16-20111 (MI) (Bankr. S.D.Tex. May 6, 2016); In re Samson Res. Corp., No. 15-11934 (CSS) (Bankr. D. Del. Oct. 29, 2015); In re Sabine Oil & Gas Corp., No. 15-11835 (SCC) (Bankr. S.D.N.Y. Sept. 10, 2015); In re Caesars Entm’t Operating Co., Inc., No. 15-01145 (ABG) (Bankr. N.D. Ill. May 5, 2015); In re Energy Future Holdings Corp., No. 14-10979 (CSS) (Bankr. D. Del. Sept. 16, 2014).2 9. In preparing for its representation of the Debtors in these chapter 11 cases, Kirkland has become familiar with the Debtors’ businesses and many of the potential legal issues that may arise in the context of these chapter 11 cases. The Debtors believe that Kirkland is both well qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient and timely manner. 2 Because of the voluminous nature of the orders cited in this Application, they are not attached to this Application. Copies of these orders are available upon request to Kirkland. 4 Case 17-36709 Document 121 Filed in TXSB on 12/21/17 Page 5 of 12 Services to Be Provided 10. Subject to further order of the Court, and consistent with the Engagement Letter, the Debtors request the retention and employment of Kirkland to render the following legal services: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates; e. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors’ estates; f.