Case Document 381 Filed in TXSB on 02/08/18 Page 1 of 10

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1 Case Document 381 Filed in TXSB on 02/08/18 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: COBALT INTERNATIONAL ENERGY, INC., et al., Debtors. Chapter 11 Case No ANADARKO PETROLEUM CORPORATION AND ANADARKO US OFFSHORE LLC S OBJECTION TO DEBTORS MOTION FOR ENTRY OF AN ORDER DEEMING UNENFORCEABLE CERTAIN PREFERENTIAL RIGHTS TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: Anadarko Petroleum Corporation and Anadarko US Offshore LLC (collectively, Anadarko ) hereby file this objection (the Objection ) to the Debtors Motion for Entry of an Order Deeming Unenforceable Certain Preferential Rights, at Dkt. No. 346 (the Motion ). I. SUMMARY 1. Contrary to the Debtors contention, courts have consistently honored preference rights for decades, including in this District. Indeed, the stalking horse asset purchase agreements approved in the recent oil and gas cases before this Court expressly preserved preference rights. 2. Courts have protected preference rights for good reason. Prior to the petition date, a debtor could sell (and the creditors could benefit from) a sale of assets only subject to preference rights. Neither section 365(f), nor any other provision of the Bankruptcy Code, expands the scope of a debtor s property interests beyond what the debtor held prior to the petition date. Rather, section 365(f) is limited to ipso facto and similar provisions that preclude the debtor from assigning its contracts or leases. There are no allegations that Anadarko s preference rights preclude assignment of the Anadarko operating agreement. And selling the Debtors Heidelberg assets

2 Case Document 381 Filed in TXSB on 02/08/18 Page 2 of 10 subject to Anadarko s preference rights will result in no less value than the Debtors could have obtained prior to the petition date. The Debtors are entitled to no greater rights in this case. 3. Finally, the Debtors conjecture that honoring Anadarko s preference rights would chill bidding is contrary to both (a) successful oil and gas bankruptcy sales in this District; and (b) a host of precedent rejecting the notion that preference rights, or similar matching, last-look, or first refusal rights, preclude a fulsome sales process. The Debtors contention that the preference right creates uncertainty is especially hollow given that the sales process has already begun (and, indeed, began as early as 2016) and the Debtors expressly built contingencies into the sale procedures that create uncertainty as to whether a high bid for an asset will be accepted by the Debtors or approved by this Court. II. ARGUMENT A. Preference Rights are Routinely Enforced in Bankruptcy Cases 4. The majority of courts have consistently enforced preference rights. In re Capital Acquisitions & Mgmt. Corp., 341 B.R. 632, 637 (Bankr. N.D. Ill. 2006) (right of first refusal, not triggered by a bankruptcy petition, is enforceable); In re E-Z Serve Convenience Stores, Inc., 289 B.R. 45, 53 (Bankr. M.D.N.C. 2003) (concern of courts when presented with a contractual right of first refusal is not whether to enforce such right, but how to incorporate a right of first refusal into the bidding and sale procedures of the bankruptcy auction ); In re IT Group, Inc., 302 B.R. 488 (Bankr. D. Del. 2003) ( Where, as here, the right of first refusal clause is not an ipso facto provision, courts have concluded that a right of first refusal is enforceable notwithstanding the fact that the debtor is in bankruptcy ); In re Farmland Industries, Inc., 284 B.R. 111 (Bankr. W.D. Mo. 2002) (reopening bidding following auction to preserve parties opportunity to exercise right of first refusal); In re Todd, 118 B.R. 432, (Bankr. D. S.C. 1989) (holding that Bankruptcy Code section 363 affirmatively requires protection of a right of first refusal); In re Wauka, Inc., 39 2

3 Case Document 381 Filed in TXSB on 02/08/18 Page 3 of 10 B.R. 734, 738 (Bankr. N.D. Ga. 1984) (requiring new auction to protect party s rights of first refusal). See also In re Olsen, 563 B.R. 899 (Bankr. E.D. Wis. 2017) (voiding confirmation order and sale of property free and clear of right of first refusal and holding that purchaser was not a bona fide purchaser because it had actual and constructive knowledge of the right of first refusal where sale occurred without notice to the party with the right of first refusal). 5. Recent oil and gas cases in this District have also uniformly approved stalking horse purchase agreements containing an express requirement that the purchaser provide notice of the sale to the holders of preference rights and the opportunity for the holders to exercise their rights. See, e.g., Northstar Offshore Group, LLC, Case No ; Stalking Horse Asset Purchase Agreement, 6.5, at Dkt. Nos. 648 (Bankr. S.D. Tex. June 29, 2017) (requiring purchaser to offer to sell assets subject to preference rights for the amount the purchaser allocated to the subject asset); 1 In re Vanguard Nat. Resources, LLC, Case No , Purchase and Sale Agreement, 5.8, at Dkt. Nos. 583 & 761 (Bankr. S.D. Tex. Apr. 13, 2017) (same); In re Shoreline Energy, Case No , Stalking Horse Asset Purchase Agreement, 8.10, at Dkt. No. 219 (Bankr. S.D. Tex. Dec. 22, 2016) (same). 6. The Debtors have failed to cite (and Anadarko is not aware of any) authority within this Circuit that has invalidated a preference right, notwithstanding the enforceability of such right under applicable state law. 2 1 In Northstar, this Court determined at the sale hearing that assets could be sold free of a certain preference right. However, the Court made this determination based on a finding that the preference right did not apply to the sale at issue as a matter of contract interpretation rather than because such rights were unenforceable under section 365(f). Case No , at Dkt. No Implicit in the Court s ruling was the assumption that the preference right, to the extent applicable to the sale at issue, was enforceable. 2 Preference rights are enforceable under Louisiana state law. La. Civ. Code Art ( A party may agree that he will not sell a certain thing without first offering it to a certain person. The right given to the latter in such a case is a right of first refusal that may be enforced by specific performance. ); Crawford v. Deshotels, 359 So. 2d 118, 122 (La. 1978) (rejecting contention that right of first refusal was not enforceable under Louisiana law); 6126, LLC v. Strauss, 131 So. 3d 92, (La. App. 2013) (recognizing rights of first refusal). Preference rights are also enforceable 3

4 Case Document 381 Filed in TXSB on 02/08/18 Page 4 of 10 B. Section 365(f) Does Not Apply 7. Notwithstanding the abundant authority enforcing preference rights, the Debtors contend that Anadarko s preference right should be invalidated under section 365(f). The Debtors contend that the preference right imposes an impermissible restraint on the Debtors ability to sell its Heidelberg assets because the preference right may chill bidding. 8. The Debtors reliance on section 365(f) is misplaced in multiple respects. 1. Section 365(f) Does Not Expand a Debtor s Property Interests Beyond the Interests Held on the Petition Date 9. As an initial matter, section 365(f) applies only to provisions that preclude assignment of a contract or lease. 11 U.S.C. 365(f). Anadarko s preference right may arise out of a contract (i.e., the Operating Agreement), but the Debtors Motion makes no allegations that the preference right prevents assignment of the Operating Agreement. Indeed, any purchaser that acquired the Debtors working interest and assumed the Operating Agreement would want to preserve and obtain the preference rights provided to all co-working interest owners under the agreement. 3 A preference right with respect to a real property interest simply does not preclude an assignment of a contract. See, e.g., In re E-Z Serve Convenience Stores, 289 B.R. at 52 (the under Texas law. See Navasota Resources, L.P. v. First Source Texas, Inc., 249 S.W. 3d 526, 538 (Tex. App. Waco 2008, pet. denied). Preference rights serve multiple legitimate purposes. See Questa Energy Corp. v. Vantage Point Energy, Inc., 887 S.W. 2d 217, 222 (Tex. App. Amarillo Nov. 4, 1994) ( a preferential right to purchase ensures that the owners retaining their interest in the contract area have some degree of control in excluding undesirable participants who may not have the necessary financial ability to bear their share of expenditures or who might frustrate development with management and engineering philosophies which current owners propose ). 3 A debtor cannot pick and choose between provisions in an executory contract, assuming those that are favorable to the debtor and rejecting those that are less favorable. A contract must be assumed or rejected in its entirety. Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1311 (5th Cir. 1985) ( the debtor cannot chose to accept the benefits of the contract and reject its burdens to the detriment of the other party to the agreement ); In re Flemings Companies, Inc., 499 F.3d 300, 308 (3d Cir. 2007) (The debtor may not blow hot and cold. If he accept the contract he accepts it cum onere. If he receives the benefits he must adopt the burdens. He cannot accept one and reject the other. ) (quoting In re Italian Cook Oil Corp., 190 F.2d 994, 997 (3d Cir. 1991)). Unless and until the Operating Agreement is rejected, the Debtors are obligated to respect the rights of the contract counterparty. 4

5 Case Document 381 Filed in TXSB on 02/08/18 Page 5 of 10 right of first refusal in this case does not restrict or burden the assignment of the lease... the Trustee is free to assign the lease at any time, pursuant to the most favorable terms offered by an interested buyer, and the Debtor s estate is entitled to the full benefit of the best offer the Trustee can negotiate ). 10. Accordingly, the Debtors allegation that Anadarko s preference right may have some speculative negative effect on the amount the Debtors are able to obtain from the sale of a real property interest i.e. the Debtors working interest in the Heidelberg assets is not only unsupported by any evidence, but irrelevant under section 365(f). Section 365(f) does not guarantee a maximum value that would exist in a hypothetical world that expanded the debtor s rights beyond what the debtor held prior to the petition date. In re Capital Acquisitions & Mgmt. Corp., 341 B.R. 632, 637 (Bankr. N.D. Ill. 2006) (right of first refusal, not triggered by a bankruptcy petition, is enforceable notwithstanding section 365(f) because the receiver takes the debtor s property rights as it found them on the date of the petition and on the petition date, the property was subject to this right of first refusal and therefore that is how the receiver must sell it. ); In re Todd, 118 B.R. 432, 435 (Bankr. D. S.C. 1989) (section 363 affirmatively requires protection of a right of first refusal and the court therefore could not give the trustee the right to sell the subject property without honoring Darnell s right of first refusal, since the right is not available to the debtor as this would violate one of the fundamental precepts of bankruptcy law, that a trustee should not have rights to property which the debtor does not have ). 11. Indeed, excising a valid preference right would violate fundamental bankruptcy principles. It is black letter law that a debtor s property interests are no greater than what the debtor had prior to the bankruptcy filing, and therefore remain subject to rights, limitations, and 5

6 Case Document 381 Filed in TXSB on 02/08/18 Page 6 of 10 defenses applicable under state law, including any contractual preference rights. As the Tenth Circuit explains: One of the central precepts of bankruptcy law is that a bankruptcy trustee succeeds only to the title and rights in property that the debtor had at the time she filed the bankruptcy petition. Filing a bankruptcy petition does not expand or change a debtor s interest in an asset; it merely changes the party who holds that interest. Further, a trustee takes the property subject to the same restrictions that existed at the commencement of the case. To the extent an interest is limited in the hands of a debtor, it is equally limited as property of the estate. In re Graves, 609 F.3d 1153, 1156 (10th Cir. 2010). See also U.S. v. Whiting Pools, Inc., 462 U.S. 198, 204 & n. 8 (1983) Here, prior to the petition date, the Debtors could have sold the Heidelberg assets only for what a buyer would have been willing to pay, knowing that any offer would be subject to Anadarko s preference rights. Section 365(f) does not entitle the estate to any greater right. 2. Preserving Anadarko s Preference Rights Would Not Chill Bidding 13. In any event, the Debtors contention that Anadarko s preference rights would somehow preclude serious bidders from participating in the sale process is speculate at best. As set forth above, courts in this District have successfully sold oil and gas assets subject to preference rights. Further, in the context of corporate fiduciary duty claims, the Delaware Chancery Court has uniformly rejected the contention that preferential matching rights inhibit a robust sale process. In re Smurfit-Stone Container Corp. S holder Litig., 2011 WL , at *21 (Del. Ch. May 20, 2011) (matching right deal protection did not unreasonably inhibit another bidder from making a Superior Proposal; rather, such deal terms are relatively standard in form and have not been shown to be preclusive or coercive ); In re Dollar Thrifty S holder Litig., 14 A.3d 573, Moody v. Amoco Oil Co., 734 F.2d 1200, 1213 (7th Cir. 1984) ( whatever rights a debtor has in property at the commencement of the case continue in bankruptcy no more, no less. ). 6

7 Case Document 381 Filed in TXSB on 02/08/18 Page 7 of 10 (Del. Ch. 2010) (matching rights did not deter bidders); In re Toys R Us, Inc. S holder Litig., 877 A.2d 975, (Del. Ch. 2005) (a matching right is a common contractual feature and further citing numerous examples, that are simply not unusual where matching rights, among other deal protections, did not deter a fervent bidder ). 14. Similarly, bankruptcy courts have blessed grants of last-look preference rights to prospective purchasers as consistent with a trustee s fiduciary duty to maximize value. In re Wintz Companies, 230 B.R. 840, (8th Cir. 1999) (affirming sale procedures that included a lastlook right to the prospective purchaser); In re Food Barn Stores, 107 F.3d 558, 567 (8th Cir. 1997) (recognizing bankruptcy court s discretion to grant right of first refusal to purchaser as a bid protection ); In re Table Talk, 53 B.R. 937, 942 (Bankr. D. Mass. 1985) (upholding right of refusal granted by trustee to purchaser in the face of an objection by a competing bidder) The prospect that Anadarko s preference rights could chill bidding is particularly unsupportable under the facts and circumstance of this case. Initial bids must be physically received by February 22, little more than one week after this Court hears the Motion and any determination is made. 6 Accordingly, in order to comply with the bid procedure s requirements for submitting a timely qualified bid, interested parties will, in all likelihood, need to decide whether to participate before this Court rules on the Debtors Motion. Indeed, the Debtors have been marketing their assets since (subject to any preference rights) and serious parties likely determined whether they would participate in the sale process long ago. 16. In addition, the Debtors bidding procedures include provisions that eliminate the 5 The Eighth Circuit Court of Appeals further noted that last-look rights, encourage submission of the highest bids at the outset. In re Wintz Companies, 230 B.R. 840, 856 (8th Cir. 1999) (emphasis added). 6 Dkt. No. 299, at 4. 7 Dkt. No. 15, at 3 & 15. 7

8 Case Document 381 Filed in TXSB on 02/08/18 Page 8 of 10 concerns that motivated the Adelphia and Mr. Grocer opinions cited by the Debtors. Both cases involved preference right claims with respect to a sale of substantially all of the debtor s assets where no allocation was made between the purchase price and the specific asset subject to the preference right. 8 Accordingly, the courts reasoned that bids would be chilled because of the uncertainties and costs associated with determining the amount that the holder of the preference right would need to bid to match the existing offer. 9 In contrast, the Debtors procedures require bidders for multiple assets to specifically allocate their purchase offer among the assets Moreover, the Debtors bid procedures injected multiple contingencies that eliminated any expectation that submitting the highest bid for an asset would ensure acquisition of the asset. The Debtors have repeatedly stated that they have reserved flexibility 11 to pursue alternatives and included such reservations in the bid procedures. 12 The procedures further give the Debtors the right to amend the bid procedures, 13 including the right to change bidding requirements and to determine whether to conduct a single auction or multiple auctions for select 8 In re Mr. Grocer, 77 B.R. 349, 353 ( the package sale of the supermarket assets and leasehold to the prospective purchasers here in question does not attempt to allocate a portion of the purchase price to the leasehold alone ); In re Adelphia, 359 B.R. 65, 87 (Bankr. S.D.N.Y. 2007) ( the time and expense associated with making the allocation would be a material burden and citing Mr. Grocer for the proposition that issues associated with allocating a purchase price for a sale of substantially all of the assets warrants concluding that a preference right is an impermissible restraint to transfer). 9 In re Mr. Grocer, 77 B.R. at 353 (because no allocation was made, the exercise of a right of first refusal leaves unanswered the practical question of what is the price and how many more hearings would be necessary to determine the matter ); In re Adelphia, 359 B.R. at Bankr. Dkt. No. 299, Bid Procedures, at 5(b). 11 Jan. 25, 2018 Hearing Transcript, p. 18, lines Dkt. No. 299, Bid Procedures, at 5 (contemplating bids for an alternative acquisition transaction ). Dkt. No. 15, at 17 ( the Debtors continue to engage in discussions with their secured creditors regarding a potential restructuring transaction ). 13 Dkt. No. 299, at 12. 8

9 Case Document 381 Filed in TXSB on 02/08/18 Page 9 of 10 asset packages. 14 The Debtors also retain the ability to negotiate a stalking horse bid and to grant bid protections, including but not limited to a break-up fee Bids in any bankruptcy sale process will be subject to contingencies that engender uncertainty, whether it is the prospect of being outbid, the debtor s exercise of a fiduciary out, objections to the sale, or the court s determination of whether or not to approve the sale. See In re Farmland, at 120 ( Inherent in the concept of a final hearing is also the concept that some other party might contest the highest or best bid received at the auction or might contest the auction and bid procedures... ). 19. A preference right cannot chill bidding by creating uncertainty in the context of a sale proceeding that is, itself, inherently uncertain. III. CONCLUSION For the reasons set forth above, Anadarko respectfully requests the Court to deny the Debtors Motion and grant Anadarko any further relief to which Anadarko may be entitled at law or in equity. 14 Id., at Bankr. Dkt. No. 15, at 35; Dkt. No. 299, Bid Procedures, at 7. 9

10 Case Document 381 Filed in TXSB on 02/08/18 Page 10 of 10 Dated: February 8, 2018 Respectfully submitted, NORTON ROSE FULBRIGHT US LLP By: /s/ William R. Greendyke William R. Greendyke State Bar No Bob B. Bruner State Bar No Fulbright Tower 1301 McKinney, Suite 5100 Houston, TX Telephone: (713) Facsimile: (713) COUNSEL FOR ANADARKO PETROLEUM CORPORATION AND ANADARKO US OFFSHORE LLC CERTIFICATE OF SERVICE I hereby certify that on February 8, 2018, a true and correct copy of the foregoing was served by CM/ECF to all parties registered to receive notice through the CM/ECF system. /s/ Bob B. Bruner Bob B. Bruner 10

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