Download - Venoco Bankruptcy Declaration
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re Venoco, Inc., et al.,
Debtors.1
Chapter 11
Case No. 16-10655 (KG) (Jointly Administered)
DECLARATION OF ROBERT G. BURNS IN SUPPORT OF THE
DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF BRACEWELL LLP
AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE
I, Robert G. Burns, under penalty of perjury pursuant to 28 U.S.C. § 1746, declare as follows:
1. I am a partner in the law firm of Bracewell LLP (“Bracewell”), located at 1251
Avenue of the Americas, Fl. 49, New York, New York 10020.
2. I am a member in good standing of the bar of the State of New York, and I have
been admitted to practice in New York. There are no disciplinary proceedings against me.
3. I submit this declaration in support of the Debtors’ Application for Entry of an
Order Authorizing the Retention and Employment of Bracewell LLP as Attorneys for the Debtors
and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the “Application”).2
Except as otherwise noted, I have personal knowledge of the matters set forth herein.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: Venoco, Inc. (5555); Denver Parent Corporation (1005); TexCal Energy (LP) LLC (0806); Whittier Pipeline Corporation (1560); TexCal Energy (GP) LLC (0808); Ellwood Pipeline, Inc. (5631); and TexCal Energy South Texas, L.P. (0812). The Debtors’ main corporate and mailing address for purposes of these chapter 11 cases is: Venoco, Inc., 370 17th Street, Suite 3900, Denver, CO 80202-1370.
2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.
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Bracewell’s Qualifications
4. The Debtors seek to retain Bracewell because of Bracewell’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 and in the field of oil and gas
law.
5. Bracewell is currently and has been actively involved in major chapter 11 cases
and has represented debtors in many cases, including most recently: In re Energy & Exploration
Partners, Inc., No. 15-44931 (Bankr. N. D. Tex. Dec. 7, 2015); In re Optim Energy, LLC, No.
14-10262 (Bankr. D. Del. May 13, 2014); and In re WBH Energy, LP, et al., No. 15-10003
(Bankr. W. D. Tex. Jan. 3, 2015).
6. Bracewell lawyers have represented the Debtors in general corporate matters
since the beginning of 2006 and therefore Bracewell has extensive and unique knowledge and
familiarity with the Debtors’ business, assets and legal obligations and many of the potential
legal issues that may arise in the context of these chapter 11 cases. Bracewell is both well-
qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient and
timely manner.
Services to be Rendered
7. Subject to further order of the Court, and consistent with the Engagement Letter,
the Debtors request the retention and employment of Bracewell to render, specifically but
without limitation, the following legal services:
(i) advising the Debtors with respect to its powers and duties as debtor in possession in the continued management and operation of its businesses and properties;
(ii) advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;
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(iii) attending meetings and negotiating with representatives of creditors and other parties in interest;
(iv) 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;
(v) 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;
(vi) representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing;
(vii) advising the Debtors in connection with any potential sale of assets;
(viii) appearing before the Court and any appellate courts to represent the interests of the Debtors’ estates;
(ix) advising the Debtors regarding tax matters;
(x) taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and
(xi) performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors’ leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.
Professional Compensation
8. Bracewell intends to apply for compensation for professional services rendered
and reimbursement of expenses incurred in connection with these 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 or orders of the Court.
The hourly rates and corresponding rate structure Bracewell will use in these chapter 11 cases
are the same as the hourly rates and corresponding rate structure that Bracewell uses in other
restructuring matters, as well as similar complex corporate, securities, and litigation matters
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whether in court or otherwise, regardless of whether a fee application is required. These rates
and the rate structure reflect that such restructuring and other complex matters typically are
national in scope and involve great intricacy, high stakes, and severe time pressures.
9. Bracewell 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.
10. Bracewell’s hourly rates for matters related to these chapter 11 cases range as
follows:
Billing Category Range
Partners $750-1,050
Counsel / Associates
$385-760
Paraprofessionals $300 - 310
11. The following professionals presently are expected to have primary responsibility
for providing services to the Debtors: Robert G. Burns ($1,050.00), Robin J. Miles ($975.00);
Mark Dendinger ($685.00) and Rebekah T. Scherr ($455.00). In addition, as necessary, other
Bracewell professionals and paraprofessionals will provide services to the Debtors.3
12. Bracewell’s hourly rates are set at a level designed to compensate Bracewell fairly
for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses.
Hourly rates vary with the experience and seniority of the individuals assigned. These hourly
rates are subject to periodic adjustments to reflect economic and other conditions.4
3 Although Bracewell does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely
event that it becomes necessary to use contract attorneys, Bracewell will not charge a markup to the Debtors with respect to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by Bracewell will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.
4 For example, like many of its peer law firms, Bracewell increases the hourly billing rate of attorneys and paraprofessionals each year 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
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13. Bracewell lawyers have represented the Debtors in general corporate matters
since the beginning of 2006. Bracewell also represented the Debtors during the three month
period before the Petition Date, using the hourly rates listed above. Moreover, these hourly rates
are consistent with the rates that Bracewell charges other comparable chapter 11 clients.
14. The Debtors have undertaken certain steps to ensure that the rate structure
provided by Bracewell is appropriate and is not significantly different from (a) the rates that
Bracewell charges for non-bankruptcy representations or (b) the rates of other comparably
skilled professionals.
15. It is Bracewell’s policy to charge its clients in all areas of practice for
identifiable, non-overhead expenses incurred in connection with the client’s case that would not
have been incurred except for representation of that particular client. It is also Bracewell’s
policy to charge its clients only the amount actually incurred by Bracewell in connection with
such items. Examples of such expenses include postage, overnight mail, courier delivery,
transportation, overtime expenses, computer-assisted legal research, photocopying, outgoing
facsimile transmissions, airfare, meals and lodging.
16. To ensure compliance with all applicable deadlines in these chapter 11 cases,
Bracewell utilizes the services of overtime secretaries. Bracewell will bill the Debtors for
overtime secretarial charges that arise out of business necessity. In addition, Bracewell
professionals also may charge their overtime meals and overtime transportation to the Debtors
consistent with prepetition practices.
paraprofessional’s current level of seniority. Generally, Bracewell adjusts the billing rates of its attorneys on November of each year. The last increase was November 1, 2015. The next expected increase will be November 1, 2016. As set forth in the Order, Bracewell will provide ten business days’ notice to the Debtors, the U.S. Trustee, and any official committee before implementing any periodic increases, and shall file such notice with the Court.
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21. As of the Petition Date, the Debtors do not owe Bracewell any amounts for legal
services rendered before the Petition Date, although certain expenses and fees may have been
incurred by Bracewell, but not yet applied to Bracewell’s retainer. Such amounts, if any, would
be less than the balance of Bracewell’s retainer as of the Petition Date.
22. Pursuant to Bankruptcy Rule 2016(b), Bracewell has not shared nor agreed to
share (a) any compensation it has received or may receive with another party or person, other
than the partners, associates, and contract attorneys associated with Bracewell or (b) any
compensation another person or party has received or may receive.
Bracewell’s Disinterestedness
23. In connection with its proposed retention by the Debtors in these chapter 11 cases,
Bracewell undertook to determine whether it had any conflicts or other relationships that might
cause it not to be disinterested or to hold or represent an interest adverse to the Debtors.
Specifically, Bracewell obtained from the Debtors and their representatives the names of
individuals and entities that may be parties in interest in these chapter 11 cases (the “Potential
Parties in Interest”) and such parties are listed on Schedule 1 attached hereto. Bracewell has
searched on its electronic database for its connections to the entities listed on Schedule 1
attached hereto. To the extent I have been able to ascertain that Bracewell has been retained
within the last three years to represent any of the Potential Parties in Interest (or their affiliates,
as the case may be) in matters unrelated to these cases, such facts are disclosed on Schedule 2
attached hereto.
24. Bracewell and certain of its partners and associates may have in the past
represented, may currently represent, and likely in the future will represent, parties in interest in
these chapter 11 cases in connection with matters unrelated (except as otherwise disclosed
herein) to the Debtors and these chapter 11 cases. Bracewell has searched on its electronic
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database for its connection to the entities listed on Schedule 1 attached hereto. The information
listed on Schedule 1 may have changed without our knowledge and may change during the
pendency of these chapter 11 cases. Accordingly, Bracewell will update this Declaration as
necessary and when Bracewell becomes aware of additional material information. The following
is a list of the categories that Bracewell has searched:7
Schedule Category8 1(a) Current and Recent Former Entities Affiliated with the Debtors
1(b) Current and Recent Former Directors and officers
1(c) Contractual Counterparties
1(d) Equity Holders
1(e) Insurers
1(f) Lenders
1(g) First and Second Lien Secured Notes
1(h) 8.875% Senior Note Holders
1(i) Senior PIK Toggle Notes
1(j) Term Loan, Security and Guaranty Agreement
1(k) Credit Agreement
1(l) Professionals
1(m) Ordinary Course Professionals
1(n) Significant Vendors
1(o) Taxing Authorities
7 Bracewell’s inclusion of parties in the following schedules is solely to illustrate Bracewell’s 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.
8 Certain parties may fall under multiple categories. To avoid redundancy and duplication, each vendor typically appears on one schedule. There is not a separate category for top 30 unsecured creditors, however they are identified in each separate schedule.
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1(p) Telecom Utilities
1(q) United States Trustee, Judges, and Court Contracts for the District
1(r) Utilities
1(s) Regulatory Agencies
1(t) Litigation Counterparties
1(u) Surety Bond Holders
25. In addition, Bracewell is or has been engaged in a number of matters in which
attorneys and other professionals representing various parties in interest in these cases are
involved. Moreover, due to the nature and size of its practice, Bracewell has or has had
relationships as counsel, co-counsel or referring counsel with many major law firms in most, if
not all, major cities in the United States, which includes law firms representing creditors or other
parties in interest in these chapter 11 cases. All such relationships are on matters unrelated to
these cases.
26. Prior to joining Bracewell, certain Bracewell lawyers may have worked at other
law firms, companies, or other employers that are involved or may become involved in these
chapter 11 cases. To the best of my knowledge, such Bracewell lawyers’ work at these prior
establishments was unrelated to these chapter 11 cases.
27. To the best of my knowledge, (a) Bracewell is a “disinterested person” within the
meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the
Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and
(b) Bracewell has no connection to the Debtors, their creditors, or other parties in interest, except
as may be disclosed in this Declaration.
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28. Listed on Schedule 2 to this Declaration are the results of Bracewell’s conflicts
searches of the above-listed entities.9 For the avoidance of doubt, Bracewell will not commence
a cause of action in these chapter 11 cases against the parties listed on Schedule 2 that are
specifically identified as current clients of Bracewell unless Bracewell has an applicable waiver
on file or first receives a waiver from such party allowing Bracewell to commence such an
action. To the extent that a waiver does not exist or is not obtained from such client and it is
necessary for the Debtors to commence an action against that client, the Debtors will be
represented in such particular matter by conflicts counsel.10
29. Of the clients listed on Schedule 2, only Bracewell’s work for Venoco, Inc., and
its affiliates listed on the schedule represented more than one percent of Bracewell’s fee receipts
for the twelve-month period ending on March, 2016.
30. Bracewell’s conflicts search of the parties in interest listed on Schedule 1 (that
Bracewell was able to locate using its reasonable efforts) reveals, to the best of Bracewell’s
knowledge, that those Bracewell attorneys and paraprofessionals who previously worked at other
law firms that represented certain potential parties in interest in these chapter 11 cases have not
worked on matters relating to the Debtors’ restructuring efforts while at Bracewell.
31. Based on the conflicts search conducted to date and described herein, to the best
of my knowledge, neither I, Bracewell, nor any partner or associate thereof, insofar as I have 9 As referenced in Schedule 2, the term “current client” means a client to whom time was posted in the last 12
months preceding the Petition Date. As referenced in Schedule 2, the term “former client” means a client to whom time was posted between 12 and 36 months preceding the Petition Date. As a general matter, Bracewell discloses connections with former clients or closed clients for whom time was posted in the last 36 months, but does not disclose connections if the time was billed more than 36 months before the Petition Date.
10 Contemporaneously with this Application, the Debtors have also filed an application to employ and retain Morris,
Nichols, Arsht & Tunnell LLP (“Morris Nichols”) as Bracewell’s local counsel in connection with these chapter 11 cases. Morris Nichols will handle matters that the Debtors may encounter that cannot be handled appropriately by Bracewell because of a conflict of interest. It is intended that the services of Morris Nichols shall complement, and not duplicate, the services to be rendered by Bracewell. Indeed, the Debtors are extremely mindful of the need to avoid duplication of services and appropriate procedures will be implemented to ensure that there is no such duplication.
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been able to ascertain, have any connection with the Debtors, their creditors, or any other parties
in interest, their respective attorneys and accountants, the Office of the United States Trustee for
the District of Delaware (the “U.S. Trustee”), or any person employed in the Office of the U.S.
Trustee, any Bankruptcy Judge currently serving on the United States Bankruptcy Court for the
District of Delaware, except as disclosed or otherwise described herein.
32. Bracewell will review its files periodically during the pendency of these chapter
11 cases to ensure that no other conflicts or other disqualifying circumstances exist or arise. If
any new relevant facts or relationships are discovered or arise, Bracewell will use reasonable
efforts to identify such further developments and will file promptly a supplemental declaration,
as required by Bankruptcy Rule 2014(a).
33. Generally, it is Bracewell’s policy to disclose clients in the capacity that they first
appear in a conflicts search. For example, if a client already has been disclosed in this
Declaration in one capacity (e.g., a utility), and the client appears in a subsequent conflicts
search in a different capacity (e.g., a vendor), Bracewell does not disclose the same client again
in supplemental declarations, unless the circumstances are such in the latter capacity that
additional disclosure is required.
34. From time to time, Bracewell may have referred work to other professionals
involved in these chapter 11 cases. Likewise, certain such professionals may have referred work
to Bracewell.
35. Certain insurance companies pay the legal bills of Bracewell’s clients. Some of
these insurance companies may be involved in these chapter 11 cases. None of these insurance
companies, however, are Bracewell clients as a result of the fact that they pay legal fees on
behalf of Bracewell clients.
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Specific Disclosures
36. As specifically set forth below and in the attached exhibits, Bracewell represents
certain of the Debtors’ creditors or parties in interest in ongoing matters unrelated to the Debtors
and these chapter 11 cases. None of the representations described herein are materially adverse
to the interests of the Debtors’ estates. Moreover, pursuant to section 327(c) of the Bankruptcy
Code, Bracewell is not disqualified from acting as the Debtors’ counsel merely because it
represents certain of the Debtors’ creditor or other parties in interest in matters unrelated to these
chapter 11 cases. Other Disclosures
37. As mentioned, Bracewell lawyers have represented the Debtors in general
corporate matters since the beginning of 2006. I do not believe that Bracewell’s prior
representation of the Debtors in general corporate matters unrelated to these chapter 11 cases
prevents Bracewell from being a disinterested party under the Bankruptcy Code.
38. Finally, certain interrelationships exist among the Debtors. Nevertheless, the
Debtors have advised Bracewell that the Debtors’ relationships to each other do not pose any
conflict of interest because of the general unity of interest among the Debtors. Insofar as I have
been able to ascertain, I know of no conflict of interest that would preclude Bracewell’s joint
representation of the Debtors in these chapter 11 cases.
Affirmative Statement of Disinterestedness
39. Based on the conflicts search conducted to date and described herein, to the best
of my knowledge and insofar as I have been able to ascertain, (a) Bracewell is a “disinterested
person” within the meaning of section 101(14) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’
estates and (b) Bracewell has no connection to the Debtors, their creditors, or other parties in
interest, except as may be disclosed herein.
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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct to the best of my knowledge and belief.
Dated: March 31, 2016
Respectfully submitted,
/s/ Robert G. Burns Robert G. Burns Partner, Bracewell LLP
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SCHEDULE 1
The following lists contain the names of reviewed entities as described more fully in the Declaration of Robert G. Burns in Support of the Debtors’ Application for the Entry of an Order Authorizing the Retention and Employment of Bracewell LLP as Attorneys for the Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the “Burns Declaration”). Where the names of the entities reviewed are incomplete or ambiguous, the scope of the search was intentionally broad and inclusive, and Bracewell LLP reviewed each entity in its records, as more fully described in the Burns Declaration, matching the incomplete or ambiguous name.
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SCHEDULE 1
List of Schedules
Schedule Category
1(a) Current and Recent Former Entities Affiliated with the Debtors
1(b) Current and Recent Former Directors and officers
1(c) Contractual Counterparties
1(d) Equity Holders
1(e) Insurers
1(f) Lenders
1(g) First and Second Lien Secured Notes
1(h) 8.875% Senior Note Holders
1(i) Senior PIK Toggle Notes
1(j) Term Loan, Security and Guaranty Agreement
1(k) Credit Agreement
1(l) Professionals
1(m) Ordinary Course Professionals
1(n) Significant Vendors
1(o) Taxing Authorities
1(p) Telecom Utilities
1(q) United States Trustee, Judges, and Court Contracts for the District
1(r) Utilities
1(s) Regulatory Agencies
1(t) Litigation Counterparties
1(u) Surety Bond Holders
Notes (1) Certain parties may fall under multiple categories. To avoid redundancy and duplication, each vendor typically appears on one schedule. (2) Signifies a top 30 unsecured creditor as of the Chapter 11 cases were commenced.
#5091396.1
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Schedule 1(a)
Current and Recent Former Entities Affiliated with the Debtors
Denver Parent Corporation
Venoco, Inc.
Ellwood Pipeline, Inc.
TexCal Energy (LP) LLC
Whittier Pipeline Corporation
TexCal Energy (GP) LLC
TexCal Energy South Texas, L.P.
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Schedule 1(b)
Current and Recent Former Directors and officers
Timothy M. Marquez
Mark A. DePuy
Scott M. Pinsonnault
Brian Donovan
Joseph A. Bondi
Joel L. Reed
Richard S. Walker
Edward J. O’Donnell
Timothy A. Ficker
Terry L. Anderson
Ian Livett
Beth Behnke
Michael Edwards
Doug Griggs
Michael Wracher
Rich Keller
Heather Hatfield
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Schedule 1(c)
Contractual Counterparties
Acteon US Holdings, Ltd
ADP (Workforce Now)
All Copy Products
Anterra Energy Services Inc
Apollo Capital Management LP
Ardent Companies Inc.
Baker Hughes Business Support Serv
Baker Hughes Oilfield Operations Inc.
Baker Petrolite Corporation
Blackstone Advisory Partners LP
Cameron Solutions Inc
Canrig Drilling Technology
Citibank
Credit Suisse
Diligent Boardbooks
Dow Chemical Company
Exlp Operating LLC
Exterran Partners
Exxon Mobil Global Services Company
Exxon Mobil Production Company
Geo Drilling Fluids, Inc.
Haaland Diving Inc
Halliburton Energy Service, Inc.
Interact PMTI
Irwin Holdings Company
Irwin Industries Inc.
JD Rush Company, Inc
JLT Specialty Insurance Services, Inc.
Kenai Drilling Limited
Krummrich Engineering Corporation
Mast Capital Management, Llc
McCabe & Company, Inc.
Mcgriff Seibels & Williams of Texas Inc
Merrill Lynch Commodities, Inc.
Nalco Company
National Tank Company
Oil Well Service Co.
Phillips 66
Safety Tek Industries, Inc
Schlumberger Technology Corporation
State Of California, State Lands
Commission
Terrain Consulting Inc
The Bank of Nova Scotia
U.S. Bank National Association
Verizon Wireless
Weatherford International Inc
West Coast Welding & Construction Inc
Western Wireline, Inc
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Schedule 1(d)
Equity Holders
The Denver Foundation
Bankers Trust Company of South Dakota
University of Denver
Colorado School of Mines Foundation, Inc.
Rose Community Foundation
Marquez Trust
Timothy and Bernadette Marquez Foundation
Timothy M. Marquez
Bernadette B Marquez Trust
Timothy M Marquez Trust
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Schedule 1(e)
Insurers
ACE American Insurance Company
AGCS Marine Insurance Company
Federal Insurance Company
Travelers Property Casualty Company of America / St. Paul Fire & Marine Insurance Company
Travelers Property Casualty Company of America
Lloyd’s of London Syndicate #33
Various Lloyd’s of London Syndicates
Various Lloyd’s of London Syndicates through Prosight, IR Underwriting & Talbot
Various Lloyd’s of London Syndicates and Certain Insurance Companies
AIG - Illinois National Insurance Company
AIG - National Union Fire Insurance Company of Pittsburgh, PA
Chubb - Federal Insurance Company
Freedom Specialty Insurance Company (Nationwide)
QBE Insurance Corporation
RLI Insurance Company
Starr Indemnity & Liability Company
XL Specialty Insurance Company
Zurich Insurance Company Ltd.
Aspen US Insurance Group
Argo Group International Holdings, Ltd.
JLT Specialty USA
McGriff, Seibels & Williams of Texas
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Schedule 1(f)
Lenders
Apollo Capital Management LP
Deutsche Bank Trust Company Americas
Aon Risk Services Southwest Inc.
US Bank Trust NA
Wilmington Savings Fund Society, FSB
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Schedule 1(g)
First and Second Lien Secured Notes
Trustee and Collateral Agent:
US Bank National Association
Holders:
Apollo Centre Street Partnership, L.P.
Apollo Credit Opportunity Trading Fund III
Apollo Franklin Partnership, L.P.
Apollo Investment Corporation
Apollo SK Strategic Investments, L.P.
Apollo Special Opportunities Managed Account, L.P.
Apollo SPN Investments I (Credit), LLC
Apollo Zeus Strategic Investments, L.P.
Mast Credit Opportunities I Master Fund Limited
Mast OC I Master Fund LP
Mast OC I Master Fund LP Class L
Mast Select Opportunities Master Fund LP
Virtus Alternative Income Solutions Fund
Virtus Alternative Total Solutions Fund
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Schedule 1(h)
8.875% Senior Note Holders
Trustee:
US Bank National Association
Lenders:
Candlewood Investment Group, L.P.
Blackgold Capital Management, L.P.
Pentwater Capital Management, L.P.
Wingspan Investment Management, L.P.
Highland Capital Management, L.P.
Hartford Investment Management Company
New Generation Advisors, LLC
Stone Harbor Investment Partners, L.P.
Citigroup Global Markets, Inc.
Apollo Management, L.P.
PIMCO - Pacific Investment Management
Company
Euroclear Bank
Driehaus Capital Management, LLC
Credit Suisse Securities (USA), LLC
Amzak Capital Management, LLC
Garland Business Corp
American Century Investment Management,
Inc.
DuPont Capital Management Corporation
Sierra Pacific Securities, LLC
Millennium Advisors, LLC
Morgan Stanley & Company, LLC
MAST Capital Management, LLC
State Street Global Advisors (SSgA)
Beach Point Capital Management, L.P.
Peritus I Asset Management, LLC
Benefit Street Partners, LLC
Yorktown Management & Research
Company, Inc.
Brookfield Investment Management, Inc.
BlackRock Advisors, LLC
Opus Investment Management, Inc.
Macquarie Bank, LTD
BNP Paribas Investment Partners Belgium
S.A.
Newfleet Asset Management, LLC
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Schedule 1(i)
Senior PIK Toggle Notes
Blackgold Capital Management, L.P.
Indaba Capital Management, L.P.
Beach Point Capital Management, L.P.
Carlson Capital, L.P.
PPM America, Inc.
Apollo Management, L.P.
Nomura Corporate Research and Asset
Management, Inc. (U.S.)
Pine River Capital Management
Pentwater Capital Management, L.P.
Amzak Capital Management, LLC
UBS Securities, LLC (U.S.)
Driehaus Capital Management, LLC
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 26 of 44
Schedule 1(j)
Term Loan, Security and Guaranty Agreement
Administrative Agent and Collateral Agent:
Deutsche Bank AG New York Branch
Lender
Deutsche Bank Securities Inc.
Deutsche Bank AG, London Branch
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 27 of 44
Schedule 1(k)
Credit Agreement
Administrative Agent and Lender:
Citibank, N.A.
Lender:
The Bank of Nova Scotia
KeyBank National Association
Bank of America, N.A.
RB International Finance (USA) LLC
BOFK, NA dba Bank of Oklahoma
Amegy Bank National Association
Credit Suisse AG, Cayman Islands Branch
Santander Bank, N.A.
ABN Amro Capital USA LLC
CIT Finance LLC
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 28 of 44
Schedule 1(l)
Professionals
Bracewell LLP
Deloitte LLP
Morris Nichols Arsht & Tunnell LLP
PJT Partners Inc.
Ernst & Young US LLP
BMC Group, Inc.
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 29 of 44
Schedule 1(m)
Ordinary Course Professionals
Andrews Kurth LLP
Armbruster Goldsmith & Delvac LLP
Buynak, Fauver, Archbald & Spray LLP
Cornerstone Research
Davis Graham & Stubbs LLP
Day Carter & Murphy LLP
Diepenbrock Elkin LLP
EKS & H LLP
Gibbs & Bruns LLP
Gilchrist & Rutter Professional Corp
Goodin Macbride Squeri Day & Lamprey LLP
Greenberg Glusker Fields Et Al LLP
Hein & Associates LLP
Hicks Thomas & Lilienstern LLP
K E Andrews & Company
Kassouni Law
Kilpatrick Townsend & Stockton LLP
Marshall Law Group
Morgan Lewis and Bockius LLP
Sheppard Mullin Richter & Hampton LLP
Stoel Rives LLP
Tatro Tekosky Sadwick LLP
White & Case LLP
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 30 of 44
Schedule 1(n)
Significant Vendors
All Copy Products Inc
Anterra Energy Services Inc
Arcadis Us, Inc.
Ardent Companies Inc
Aspen Helicopters Inc
Baker Hughes Business Support Service
Belvedere Hotel Partnership
Beverly Hills Unified School
C & C Boats, Inc.
California Independent Petrole
California Sandblasting & Coating Inc
Canrig Drilling Technology Ltd
Case Company
Clean Seas LLC
Compliance Services Inc
Crimson California Pipeline LP
Degolyer and Macnaughton
Donald T Sterling, Ttee
Dow Chemical Company
EK and Sunkin LLC
Geo Drilling Fluids Inc
Gilson Government Strategies
HB Rentals
Instrument Control Services
Iron Mountain Information Management,
Inc.
JD Rush Company Inc
Kenai Drilling Limited
Krummrich Engineering Corporation
LSA Associates, Inc.
McCabe & Company
Mountain Aviation Inc
Nalco Company
Office of Natural Resources
Office of State Controller
Pacific Coast Energy Company
Patriot Environmental Services
Phillips 66 Company
Pipeline Association for Public Awareness
Qualspec LLC
Redwood Pacific Public Affairs
Robert A Booher Consulting
Spectrum Campaigns
Safety Tek Industries LLC
Schlumberger Technology Corporation
Sodexo Remote Sites Partnership
Southern California Gas Company
State Lands Commission
Superior Tank Company Inc
Tatro Tekosky Sadwick LLP
Terrain Consulting
Thomas & Beers
URS Corporation
Weatherford Us LP
West Coast Welding & Construction
Witt O'Briens LLC
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 31 of 44
Schedule 1(o)
Taxing Authorities
Office of the Ventura County Treasurer-Tax Collector
County of Glenn Tax Collector
Kern County Treasurer-Tax Collector
Los Angeles County Treasurer and Tax Collector
Monterey County Treasurer-Tax Collector
Orange County Treasurer-Tax Collector
County of Santa Barbara Treasurer-Tax Collector
Solano County Treasurer Tax Collector
Manager of Finance – Treasury Division – City and County of Denver
Ventura County Treasurer-Tax Collector
State of California Franchise Tax Board
Delaware Secretary of State
State of Delaware
Finance Administration Department - City of Beverly Hills
State of California Department of Conservation
City and County of Denver
Oregon Department of Revenue
Internal Revenue Service
California State Board of Equalization
State Treasurer of California
Solano County Assessor/Recorder – Fuel Tax Division
Colorado Department of Revenue
United States Treasury
Texas State Comptroller
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 32 of 44
Schedule 1(p)
United States Trustee, Judges, and Court Contracts for the District of Delaware (and Key Staff Members)
Attix, Lauren
Buchbinder, David
Carey, Kevin J.
Casey, Linda
Cox, Natalie
Dice, Holly
Dortch, Shakima L.
Fox, Timothy
Gerardi, David
Giordano, Diane
Green, Christine
Gross, Kevin
Hackman, Benjamin
Heck, Jeffrey
Kenney, Mark
Leamy, Jane
McCollum, Hannah
Murray, Tony
O’Malley, James R.
Panacio, Michael
Patton, Tiiara
Sarkessian, Juliet
Schepacarter, Richard
Serrano, Edith
Shannon, Brendan L.
Silverstein, Laurie S.
Sontchi, Christopher S.
Starr, Karen
Tinker, T. Patrick
Vara, Andy
Vinson, Ramona
Walrath, Mary F.
West, Michael
Wynn, Dion
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 33 of 44
Schedule 1(q)
Utilities
ACC Business a division of AT&T
AT&T Inc.
AT&T Mobility LLC
Carpinteria Valley Water District
Centurylink, Inc.
City of Beverly Hills Municipal Corporation
City of Taft California
City of Ventura
Cox Communications, Inc.
Goleta Water District
Pacific Gas And Electric Company
Southern California Edison Company
Sprint Communications Company L.P.
Valley Water Management Co.
Verizon California, Inc.
Verizon Wireless, Inc.
Waste Management of Alameda Co Inc.
West Kern Water District
Southern California Gas Company
Satcom Global, Inc.
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 34 of 44
Schedule 1(r)
Regulatory Agencies
Department of Interior Bureau of Land Management Federal Energy Regulatory Commission U.S. Environmental Protection Agency U.S. Fish And Wildlife Service Calfire/Office of The State Fire Marshal California Coastal Commission California Fish and Game Commission Department of the California Highway Patrol Carpinteria-Summerland Fire Protection District City of Beverly Hills Municipal Corporation City of Carpinteria, California City of Goleta, California The City of Oxnard, California City of Taft, California City of Ventura, California County of Kern, Public Health Services, Environmental Health Division County of Kern, Building Inspection Division Los Angeles County Department of Public health – L/P Unit County of Santa Barbara, California County of Santa Barbara, Public Health Department, Environmental Health Services County of Santa Barbara, Planning & Development County of Santa Barbara, Planning & Development, Energy Division County of Ventura, Environmental Health Division County of Ventura, Planning Division California Department of Fish And Wildlife State of California, Department of Toxic Substances Control, Office of Scientific Affairs
Orange County Regulatory Affairs Department of Public Works, Los Angeles County Los Angeles County Fire Department Monterey County, California, Health Department, Environmental Health Monterey County, California, Resource Management Agency, Planning Department Monterey County, California, Recorder-County Clerk Office of Natural Resources Revenue, U.S. Department of the Interior Santa Barbara County, California Santa Barbara County Air Pollution Control District Santa Barbara County, Environmental Health Services, Certified Unified Program Agency Santa Barbara County Fire Department Santa Barbara County’s Clerk-Recorder Secretary of State California South Coast Air Quality Management District California State Lands Commission California Department of Parks and Recreation California Environmental Protection Agency, State Water Resources Control Board U.S. Department of the Interior U.S. Department of Transportation Ventura County Air Pollution Control District Ventura County Fire Protection District California State Board of Equalization City of Los Angeles
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 35 of 44
Schedule 1(s)
Litigation Counterparties
Burlington Resources Oil & Gas Co.
PetroMax Operating Co.
Denbury Onshore, LLC
Centennial Insurance Company
Great American Insurance Company
City of Goleta
Plains All American Pipeline
City of Beverly Hills
B.P. America
Irwin Barr
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 36 of 44
Schedule 1(t)
Surety Bond Holders
US Specialty Insurance Company
Aspen US Insurance Group
Argonaut Insurance Company
Aon Risk Services Southwest Inc
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 37 of 44
2
Blackstone Advisory Partners LP GDF SUEZ Energy North
America, Inc. Current
BMC Group, Inc. BMC Software, Inc. Former
BMC Group, Inc. Misui E&P Middle East B.V. Current
BMC Group, Inc. Butler Manufacturing, a division
of Bluescope Buildings Nort. Current
BOFK, N.A. dba Bank of Oklahoma
Bosc, Inc. Current
BP America BP America Current
Brookfield Investment Management, Inc.
Brookfield Transmission Current
Brookfield Investment Management, Inc.
Brookfield Renewable Energy Current
Brookfield Investment Management, Inc.
Brookfield Infrastructure Group Current
Brookfield Investment Management, Inc.
Brookfield Asset Management Current
Burlington Resources Oil & Gas Co.
Phillips 66 Current
C & C Boats, Inc. Driscoll Children's Hospital Former
C & C Boats, Inc. Contreras, Roberto Former
CIT Finance LLC CIT Energy Current
Citibank Citibank Current
Citibank Citibank Current
Clean Seas LLC XTO Energy Inc. Former
Clean Seas LLC Exxon Mobil Corporation Current
County of Glenn Tax Collector Hamilton City Former
Credit Suisse Credit Suisse Current
Deloitte LLP Constellation NewEnergy-Gas,
Inc. Former
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3
Deloitte LLP Siro Group Former
Denbury Onshore, LLC Denbury Resources, Inc. Current
Deutsche Bank Deutsche Bank Current
Dow Chemical Company Dow Corning Corporation Current
Dow Chemical Company Xtreme Power, Inc. Former
DuPont Capital Management Corporation
E.i. DuPont de Nemours & Co. Current
Ernst & Young US LLP McKee Nelson LLP Current
EXLP Operating LLC Archrock Current
Exterran Partners Archrock Current
Exxon Mobil Exxon Mobil Former
Freedom Specialty Insurance Company (Nationwide)
Astoria Energy Lenders Current
Gibbs & Bruns LLP Gibbs & Bruns LLP Former
Great American Insurance Company
Tiger Capital, SB Capital and Great American, a JV
Current
Halliburton Energy Service Halliburton Energy Service Current
Hartford Investment Management Company
Hartford Insurance Group Current
HB Rentals Pumpco Energy Services, Inc. Former
HB Rentals Hamm & Phillips Service
Company, Inc. Former
Highland Capital Management, L.P.
Highland Capital Management, L.P.
Current
Irwin Industries Inc. Newell Rubbermaid, Inc. Former
Joseph A. Bondi Alvarez & Marsal Former
Kenai Drilling Limited Marathon Oil corporation Former
Kenai Drilling Limited Tesoro Refining Company Current
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 41 of 44
4
Los Angeles County Treasurer and Tax Collector
Hearst Corporation Current
LSA Associates, Inc. Nabors Drilling International Former
LSA Associates, Inc. OiltankingTexas City, LP Current
McGriff, Seibels & Williams of Texas
BM&T Capital Markets Current
McGriff, Seibels & Williams of Texas
BM&T – Dallas Current
Merrill Lynch Commodities Merrill Lynch Commodities Current
Morgan Lewis and Bockius LLP HerJustice Former
Nalco Company Nalco Champion Current
Nalco Company Champion Technologies Current
Nalco Company Ecolab Inc. Current
Nalco Company CASA of West Texas Former
Office of Natural Resources United Nations High
Commissioner for Refugees Former
Office of the Ventura County Treasurer - Tax Collector
Genesee & Wyoming, Inc. Current
Orange County Treasurer - Tax Collector
Clark Construction Group, LLC Former
Orange County Treasurer - Tax Collector
Hearst Corporation Current
Pacific Gas and Electric Company
Interstate Natural Gas Association of America
(INGAA) Current
PetroMax Operating Co. PetroMax Operating Co., Inc. Former
Phillips 66 Phillips 66 Current
PIMCO – Pacific Investment Management Company
Allianz Global Investors Current
Plains All American Plains All American Current
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 42 of 44
5
Richard S. Walker Arvest Bank Current
Schlumberger Technology Corporation
Schlumberger Technical Services, Inc.
Former
Schlumberger Technology Corporation
Schlumberger Technology Corporation
Former
Schlumberger Technology Corporation
Schlumberger Limited Former
Sheppard Mullin Richter & Hampton LLP
Sheppard Mullin Richter & Hampton LLP
Former
Sheppard Mullin Richter & Hampton LLP
Barcel USA LLC Former
Sheppard Mullin Richter & Hampton LLP
Madmann Trademark Holding Company, Ltd.
Current
Sheppard Mullin Richter & Hampton LLP
Inflight Productions USA Inc. Current
Southern California Edison Company
Midwest Generation EME, LLC Former
Southern California Edison Company
KBR Current
Southern California Gas Company
KBR Current
Starr Indemnity & Liability Company
Starr Companies Current
State of California, State Lands Commission
Thomas Properties Group, Inc. Former
State of Delaware Macquarie Bank Limited -
London Current
State of Delaware National Wildlife Federation Current
Terry L. Anderson Yellowstone Academy Current
Texas State Comptroller Texas State Comptroller Current
The Bank of Nova Scotia Bank of Nova Scotia Current
The Bank of Nova Scotia Scotia Capital (USA) Inc. Current
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6
The Bank of Nova Scotia Scotia Capital Inc. - (Canada) Current
UBS Securities LLC (U.S.) UBS Energy LLC Current
U.S. Bank U.S. Bank Current
U.S. Bank, N.A. U.S. Bank, N.A. Current
URS Corporation URS Federal Services Current
URS Corporation Crescent Real Estate Equities
Ltd. Current
Verizon Wireless Verizon Wireless (Central Texas) Current
Verizon Wireless Verizon Wireless (Houston/Gulf
Coast) Current
Waste Management of Almeda Co Inc.
Waste Management Current
Waste Management of Almeda Co Inc.
Waste Management, Inc. Current
Waste Management of Almeda Co Inc.
McGinnes Industrial Maintenance Corporation
Current
Waste Management of Almeda Co Inc.
Veolia ES Industrial Services, Inc.
Current
Weatherford International, Inc. Weatherford Aerospace, Inc. Former
Weatherford International, Inc. Weatherford Farms Current
Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 44 of 44