Case Document 593 Filed in TXSB on 03/16/18 Page 1 of 9

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1 Case Document 593 Filed in TXSB on 03/16/18 Page 1 of 9 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 (MI Debtors. (Jointly Administered DEBTORS EMERGENCY MOTION FOR ENTRY OF AN ORDER CONTINUING THE HEARING TO APPROVE THE STIPULATIONS AND COMPROMISE SET FORTH IN THE CASH COLLATERAL ORDER THIS MOTION SEEKS ENTRY OF AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE MOTION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOUR RESPONSE MUST STATE WHY THE MOTION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE MOTION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE MOTION AT THE HEARING. EMERGENCY RELIEF HAS BEEN REQUESTED. IF THE COURT CONSIDERS THE MOTION ON AN EMERGENCY BASIS, THEN YOU WILL HAVE LESS THAN 21 DAYS TO ANSWER. IF YOU OBJECT TO THE REQUESTED RELIEF OR IF YOU BELIEVE THAT THE EMERGENCY CONSIDERATION IS NOT WARRANTED, YOU SHOULD FILE AN IMMEDIATE RESPONSE. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY. The above-captioned debtors and debtors in possession (collectively, the Debtors respectfully state as follows in support of this motion. 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

2 Case Document 593 Filed in TXSB on 03/16/18 Page 2 of 9 Introduction 1. On January 25, 2018, the Court entered a final order authorizing the Debtors use of cash collateral (and approving the terms and conditions of such use negotiated among the Debtors and other parties in interest [Docket No. 301] (the Cash Collateral Order. 2 Paragraph D of the Cash Collateral Order sets forth certain stipulations between the Debtors and the Prepetition Secured Parties. These Debtors Stipulations provide for the Debtors agreement regarding (a the validity, enforceability, priority, and extent of the Prepetition Liens securing the Prepetition Obligations, and (b waivers and releases of potential causes of action on behalf of the Debtors, the estate and all entities or persons, including any creditors of the Debtors, that may be asserted against the Prepetition Secured Parties, each as more particularly set forth therein (collectively, the Stipulations. 2. Pursuant to the terms and conditions of the Cash Collateral Order, these Stipulations represent a compromise between the Debtors and the Prepetition Secured Parties that remains subject to approval by further order of the Court. A hearing to approve the compromise is currently scheduled for March 22, Since the entry of the Cash Collateral Order, these chapter 11 cases have proceeded on an expedited timeline. The Debtors have conducted an auction, filed a chapter 11 plan, obtained approval of a related disclosure statement, and commenced solicitation, all with the goal of achieving confirmation at a hearing scheduled for April 3, All the while, the Debtors have continued to engage in discussions with all key stakeholders regarding the chapter 11 plan and related issues. Those discussions continue, and the 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Cash Collateral Order. 2

3 Case Document 593 Filed in TXSB on 03/16/18 Page 3 of 9 Debtors remain hopeful that a consensual resolution to these cases can be achieved before confirmation. 5. To provide time and space to facilitate ongoing discussions with the creditors committee and other parties and potentially avoid an unnecessary and distracting contested hearing regarding the Stipulations, the Debtors respectfully request that the Court continue the hearing on the Stipulations to the confirmation hearing on April 3 and extend the Investigation Termination Date to the deadline to object to confirmation of the plan (March 27, The Debtors have consulted with key stakeholders in these cases, including the creditors committee, the ad hoc group of first lien noteholders, the first lien indenture trustee, the ad hoc group of second lien noteholders, the second lien indenture trustee, and the ad hoc committee of unsecured noteholders, and all parties support this request. The Debtors also contacted the Office of the United States Trustee for the Southern District of Texas (the U.S. Trustee, which confirmed that it had no objection to the relief sought herein. Combining the hearings will promote judicial economy, avoid unnecessary cost and distraction, and allow additional time for the Debtors and their stakeholders to continue settlement negotiations. 6. In light of the confirmation schedule established since entry of the cash collateral order, proceeding with the Stipulations hearing as currently scheduled (i.e., in the midst of the plan solicitation process will not serve the best interests of the Debtors or their stakeholders. On the other hand, granting the Debtors and other parties in interest an additional twelve days to continue discussions regarding the Stipulations will avoid unnecessary cost and distraction in the chapter 11 cases. Accordingly, the Debtors respectfully submit that the present facts and circumstances warrant a continuation of that hearing from March 22, 2018 to April 3, 2018, to coincide with the plan confirmation hearing. 3

4 Case Document 593 Filed in TXSB on 03/16/18 Page 4 of 9 Jurisdiction, Venue, and Procedural Background 7. The United States Bankruptcy Court for the Southern District of Texas has jurisdiction over this matter pursuant to 28 U.S.C 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 motion 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. Venue is proper pursuant to 28 U.S.C and The statutory bases for the relief requested herein are section 105 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code, Bankruptcy Rule 9006, rules and of the Bankruptcy Local Rules for the Southern District of Texas (the Bankruptcy Local Rules, and the Procedures for Complex Chapter 11 Bankruptcy Cases for the United States Bankruptcy Court for the Southern District of Texas. 9. 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 businesses and properties as debtors in possession pursuant to sections 1107(a and 1108 of the Bankruptcy Code. The chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b [Docket No. 33]. On December 21, 2017, the U.S. Trustee appointed an official committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code [Docket No. 117]. A detailed description surrounding the facts and circumstances of the chapter 11 cases is set forth in the Declaration of David D. Powell, Chief Financial Officer of Cobalt International Energy, Inc., in Support of Chapter 11 Petitions and First Day Motions (the First Day Declaration, filed on December 14, 2017 [Docket No. 16]. 4

5 Case Document 593 Filed in TXSB on 03/16/18 Page 5 of 9 Relief Requested 10. By this motion, the Debtors respectfully request entry of an order, substantially in the form attached hereto as Exhibit A, continuing the Stipulations hearing to April 3, 2018 and extending the Investigation Termination Date to March 27, As noted above, the request is supported by the creditors committee, the ad hoc group of first lien noteholders, the first lien indenture trustee, the ad hoc group of second lien noteholders, the second lien indenture trustee, and the ad hoc committee of unsecured noteholders, and the U.S. Trustee has confirmed that it does not object to the relief sought herein. Basis for Relief I. Continuing the Hearing Is Reasonable and Appropriate. 11. Section 105(a of the Bankruptcy Code authorizes a court to issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a. Bankruptcy Rule 9006(b authorizes courts to enlarge the time periods within which certain actions must be taken, and states, in pertinent part, that: Bankruptcy Rule 9006(b. when an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of the court, the court for cause shown may at any time in its discretion... with or without motion or notice order the period enlarged if the request therefore is made before the expiration of the period originally prescribed or as extended by a previous order. 12. Cause exists to grant a continuance of the Stipulations hearing because estate resources would be wasted if the Debtors were forced to litigate approval of the Stipulations separate and apart from other plan confirmation issues. In addition, preparing for and participating in a hearing on March 22 will distract from ongoing settlement discussions and may increase the likelihood of a contested confirmation hearing (or a confirmation hearing at which more issues 5

6 Case Document 593 Filed in TXSB on 03/16/18 Page 6 of 9 remain contested. 13. A continuance of the hearing will provide the Debtors and other interested parties an additional twelve days to continue negotiations regarding the Stipulations and all issues in these cases and will avoid unnecessary cost and distraction during the plan solicitation and voting process. Absent a continuance of the hearing, the Debtors may be forced to litigate issues related to the Stipulations prior to the voting deadline of March 28, Accordingly, the Debtors believe that continuing the hearing is reasonable under the circumstances of the chapter 11 cases and will not prejudice parties in interest. As such, the Debtors respectfully request that the Court continue the hearing to April 3, 2018 to be heard at the plan confirmation hearing. Emergency Consideration 15. The Debtors respectfully request emergency consideration of this motion in accordance with Bankruptcy Local Rule As set forth in this motion and in the First Day Declaration, the ultimate goal of the chapter 11 cases is to effectuate one or more sale transactions. If the Court does not grant the relief requested herein on an emergency basis, the Debtors will be forced to waste estate resources to potentially litigate disputes that may be resolved consensually. The Debtors therefore submit that this relief is critical to preserving the value of the Debtors estates and respectfully request that the Court approve the relief requested in this motion on an emergency basis. Notice 16. The Debtors will provide notice of this motion to: (a the U.S. Trustee; (b counsel to the official committee of unsecured creditors; (c the holders of the 30 largest unsecured claims against the Debtors (on a consolidated basis; (d the indenture trustee for the Debtors first lien notes; (e the indenture trustee for the Debtors second lien notes; (f the indenture trustee for the 6

7 Case Document 593 Filed in TXSB on 03/16/18 Page 7 of 9 Debtors 2.625% senior convertible notes; (g the indenture trustee for the Debtors 3.125% senior convertible notes; (h counsel to the parties referenced in clauses (d to (g; (i the United States Attorney s Office for the Southern District of Texas; (j the Internal Revenue Service; (k the United States Securities and Exchange Commission; (l the state attorneys general for states in which the Debtors conduct business; and (m any party that has requested notice pursuant to Bankruptcy Rule The Debtors submit that, in light of the nature of the relief requested, no other or further notice is required. No Prior Request 17. No prior request for the relief sought in this motion has been made to this or any other court. [Remainder of page intentionally left blank.] 7

8 Case Document 593 Filed in TXSB on 03/16/18 Page 8 of 9 WHEREFORE, the Debtors respectfully request that the Court enter the proposed order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and such other relief as the Court deems appropriate under the circumstances. Houston, Texas Dated: March 16, 2018 /s/ Zack A. Clement Zack A. Clement (Texas Bar No ZACK A. CLEMENT PLLC 3753 Drummond Street Houston, Texas Telephone: ( and- James H.M. Sprayregen, P.C. (admitted pro hac vice Marc Kieselstein, P.C. (admitted pro hac vice Chad J. Husnick, P.C. (admitted pro hac vice Brad Weiland (admitted pro hac vice W. Benjamin Winger (admitted pro hac vice Laura Krucks (admitted pro hac vice KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois Telephone: ( Facsimile: ( Co-Counsel to the Debtors and Debtors in Possession

9 Case Document 593 Filed in TXSB on 03/16/18 Page 9 of 9 Certificate of Service I certify that on March 16, 2018, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Zack A. Clement Zack A. Clement

10 Case Document Filed in TXSB on 03/16/18 Page 1 of 4 EXHIBIT A Proposed Order

11 Case Document Filed in TXSB on 03/16/18 Page 2 of 4 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 (MI Debtors. (Jointly Administered Re: Docket Nos. 301, ORDER CONTINUING THE HEARING TO APPROVE THE STIPULATIONS AND COMPROMISE SET FORTH IN THE CASH COLLATERAL ORDER Upon the motion (the Motion of the above-captioned debtors and debtors in possession (collectively, the Debtors for entry of an (this Order continuing the hearing to approve the stipulations and compromise set forth in the Final Order (I Authorizing Use of Cash Collateral Pursuant to 11 U.S.C. 363, (II Granting Adequate Protection to Secured Parties Pursuant to 11 U.S.C. 361, 362, and 363, and (III Granting Related Relief [Docket No. 301] (the Cash Collateral Order ; 2 and upon due and sufficient notice of the Motion having been provided under the particular circumstances, all as more fully set forth in the Motion; and upon the First Day Declaration; and this Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 1334; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b(2; and this Court having found that it may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the 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 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion or the Cash Collateral Order, as applicable.

12 Case Document Filed in TXSB on 03/16/18 Page 3 of 4 Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing, if any, before this Court; and this Court having determined that the legal and factual bases set forth in the Motion and at the hearing, if any, before this Court establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted as provided herein. 2. The hearing to approve the Stipulations is continued to April 3, 2018 at 8:30 a.m., prevailing Central Time, subject to further modification as necessary. 3. Notwithstanding any other prior order of this Court, the stipulations, releases, waivers, and admissions contained in the Cash Collateral Order, including, without limitation, in paragraph D thereof, shall be binding upon all other parties in interest, including, without limitation, any Committee and any other person or entity acting (or purporting to act on behalf of the Debtors estate, unless and except to the extent that upon notice to the Debtors and the Prepetition Agents, a party in interest with proper standing (which has been granted by order of this Court or another court of competent jurisdiction timely files an adversary proceeding (subject to the limitations contained in the Cash Collateral Order, including, inter alia, paragraph 9 thereof by March 27, 2018 (provided, such date shall be tolled if the Official Committee of Unsecured Creditors files a motion seeking standing to make a challenge on or before March 27, 2018 in 2

13 Case Document Filed in TXSB on 03/16/18 Page 4 of 4 respect of Claims and Defenses, subject to extension by written consent of each of the applicable Prepetition Agents and the Debtors. 4. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of the Bankruptcy Rules and the Bankruptcy Local Rules are satisfied by such notice. 5. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Dated:, 2018 Houston, Texas THE HONORABLE MARVIN ISGUR UNITED STATES BANKRUPTCY JUDGE 3

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