Case 15-44931-rfn11 Doc 1013 Filed 02/17/17 Entered 02/17/17 15:47:39 Page 1 of 11 Michael D. Warner, Esq. (TX State Bar No. 00792304) Cole Schotz P.C. 301 Commerce Street, Suite 1700 Fort Worth, Texas 76102 Telephone: (817) 810-5250 Facsimile: (817) 810-5255 mwarner@coleschotz.com -and- Robert M. Hirsh, Esq. George P. Angelich, Esq. Arent Fox LLP 1675 Broadway New York, New York 10019 Telephone: (212) 484-3900 Facsimile: (212) 484-3990 robert.hirsh@arentfox.com george.angelich@arentfox.com William A. (Trey) Wood III (TX State Bar No. 21916050) Bracewell LLP 711 Louisiana, Suite 2300 Houston, Texas 77002 Telephone: (713) 223-2300 Facsimile: (713) 221-1212 Trey.Wood@bracewelllaw.com And Jennifer Feldsher, Esq. Bracewell LLP 1251 Avenue of Americas New York, New York 10020-1104 Telephone: (212) 508-6100 Facsimile: (212) 508-6101 Jennifer.Feldsher@bracewelllaw.com Counsel for the Reorganized Debtors Counsel for the Creditor Trust IN THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS FORT WORTH DIVISION In re Energy & Exploration Partners, Inc., et al., Debtors. 1 Chapter 11 Case No. 15-44931 (RFN) (Jointly Administered) SECOND JOINT MOTION OF THE REORGANIZED DEBTORS AND CREDITOR TRUST FOR AN ORDER EXTENDING THE DEADLINE TO OBJECT TO CLAIMS AND TO ESTIMATE CLAIMS The Creditor Trust of Energy & Exploration Partners, Inc. ( Creditor Trust ), through the Creditor Trustee, and Energy & Exploration Partners, LLC ( ENXP LLC ) and its affiliated 1 The Reorganized Debtors in these chapter 11 cases are: Energy & Exploration Partners, LLC (8621); Energy & Exploration Partners Operating GP, LLC (4266); and Energy & Exploration Partners Operating, LP (4049). The Reorganized Debtors main corporate and mailing address for purposes of these chapter 11 cases is: Energy & Exploration Partners, 420 Throckmorton St., Suite 1200, Fort Worth, TX 76102.
Case 15-44931-rfn11 Doc 1013 Filed 02/17/17 Entered 02/17/17 15:47:39 Page 2 of 11 reorganized Debtors (collectively, the Reorganized Debtors ), respectfully submit this Second Joint Motion for an Order Extending the Deadline to Object to Claims and to Estimate Claims (the Second Extension Motion ). In support of this Second Extension Motion, the Creditor Trust states as follows: JURISDICTION 1. This Court has jurisdiction to consider this Second Extension Motion pursuant to 28 U.S.C. 157 and 1334 and Article XI of the Plan. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue in these cases and this Second Extension Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409. The predicates for the relief requested herein are section 105 of title 11 of the United States Code (the Bankruptcy Code ), Rule 9006 of the Federal Rules of Bankruptcy Procedure (the Federal Rules ), and Section 8.02 of the Plan. BACKGROUND 2. On December 7, 2015 (the Petition Date ), the ENXP LLC and its affiliates (collectively, the Debtors ) filed voluntary petitions for relief in this Court under chapter 11 of the Bankruptcy Code. 3. On April 26, 2016, the Court entered an order [Docket No. 737] confirming the Debtors Third Amended Joint Plan of Reorganization with Technical and Confirmation Modifications [Dkt. No. 733] (as may be amended, supplemented or modified from time to time, the Plan ). 2 The Plan became effective on May 13, 2016 (the Effective Date ). 4. Pursuant to the Plan, a Creditor Trust was created to pursue certain causes of action that were transferred to the Creditor Trust for the benefit of general unsecured creditors and to coordinate the claims allowance and distribution process for unsecured claims. Peter Kravitz was selected as the Trustee of the Creditor Trust (the Creditor Trustee ). 2 Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Plan. - 2 -
Case 15-44931-rfn11 Doc 1013 Filed 02/17/17 Entered 02/17/17 15:47:39 Page 3 of 11 5. With respect to the claims administration process, Section 8.02 of the Plan grants authority for claims objections after the Effective Date as follows: (a) the Creditor Trustee has authority to file objections to all General Unsecured Claims other than those related to the Retained Causes of Action in the Plan Supplement; and (b) the Reorganized Debtors have authority to file objections to all other Claims. Additionally, Section 8.02 of the Plan provides that the Reorganized Debtors or the Creditor Trustee, as applicable depending on which person brought the objection, shall have authority to settle, compromise, or litigate to judgment any objections to the Claim. 6. On February 3, 2016, the Debtors each filed with this Court schedules of assets and liabilities (the Schedules ) in which the Debtors scheduled over 700 claims in the aggregate (the Scheduled Claims ). On February 8, 2016, the Court entered the Order (I) Establishing Bar Dates for Filing Proofs of Claim and (II) Approving the Form and Manner of Notice Thereof [Docket No. 360], setting March 14, 2016 as the general bar date for filing proofs of claim in the chapter 11 cases and June 6, 2016 as the bar date for government entities to file proofs of claim. To date, over 500 proofs of claim (such proofs of claim, together with the Scheduled Claims, the Claims ) have been filed against the Debtors. 7. On July 11, 2016, the Court entered the Order Approving Motion for Approval of Procedures for (I) Omnibus Claims Objections and (II) Settlement of Claims [Docket No. 871] (the Claims Procedures Order ). The Claims Procedures Order provides for a more streamlined claims reconciliation process by authorizing the Reorganized Debtors and Creditor Trustee, as applicable, to file omnibus objections on the following bases, among others: (i) certain Claims have been improperly classified as Priority Claims, rather than General Unsecured Claims; (ii) the Debtors have no liability for certain Claims pursuant to their books - 3 -
Case 15-44931-rfn11 Doc 1013 Filed 02/17/17 Entered 02/17/17 15:47:39 Page 4 of 11 and records; and (iii) certain Claims from royalty interest owners either (a) have been satisfied or (b) will be satisfied in the ordinary course pursuant to the Final Order Authorizing the Debtors to Pay or Honor Prepetition and Post-Petition Royalty Obligations, Working Interest Obligations and Other Obligations Related to Oil and Gas Leases [Docket No. 150]. 8. On September 7, 2017, the Bankruptcy Court entered the Order Extending the Deadline to Object to Claims [Docket No. 491] (the First Extension Order ), extending the Claim Objection Deadline through and including 11:59 p.m. (prevailing Central Time) on March 13, 2017. 9. Since the Effective Date, the Reorganized Debtors and the Creditor Trustee and their agents and advisors have been reviewing and reconciling the Claims against the Debtors books and records to determine their validity. RELIEF REQUESTED 10. By this Second Extension Motion, the Creditor Trust and the Reorganized Debtors seek entry of an Order, pursuant to section 105 of the Bankruptcy Code, Rule 9006(b) of the Bankruptcy Rules, and Section 8.02(b) of the Plan, extending the Claim Objection Deadline for a period of approximately six (6) additional months, through and including September 15, 2017. Though progress has been made by the Reorganized Debtors and Creditor Trustee and their agents and professionals, Claims remain outstanding. While the Reorganized Debtors and Creditor Trustee continue to work to consensually resolve these Claims, it is essential that the Reorganized Debtors and the Creditor Trustee preserve their right to object or seek estimation of these Claims in the event that a consensual resolution is not feasible. - 4 -
Case 15-44931-rfn11 Doc 1013 Filed 02/17/17 Entered 02/17/17 15:47:39 Page 5 of 11 BASES FOR RELIEF REQUESTED 11. The Claim Objection Deadline 3 presently expires on March 13, 2017. The Reorganized Debtors and Creditor Trustee request an extension of the Claim Objection Deadline for a period of approximately six (6) months, through and including September 15, 2017. The Reorganized Debtors and the Creditor Trustee are working towards completing the reconciliation of all Claims. 12. Section 105(a) of the Bankruptcy Code provides that the court may 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). Furthermore, the Court is not precluded from taking any action or making any determination necessary or appropriate to enforce or implement court orders or rules, or to prevent an abuse of process. Id. 13. Bankruptcy Rule 9006(b) allows a court in its discretion to lengthen the time within which an act is required or allowed to be done. Fed. R. Bankr. 9006(b)(1). Rule 9005(b) provides, in pertinent part, that: when an act is required or allowed to be done at or within a specified time by these rules or by a notice given thereunder or by order of 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 therfor is made before the expiration of the period originally prescribed.... Fed. R. Bankr. P. 9006(b)(1). As Collier notes, the Court should be liberal in granting extensions of time sought before the period to act has elapsed, as long as the moving party has not been negligent, dilator, or acting in bad faith. 10 Collier on Bankruptcy, 9006.06[3], at 9006-14 (15th rev. ed. 2001). 3 Under the Plan, the Claim Objection Deadline is defined as the first Business Day, which is at least 120 days after the Effective Date, or such later date as may be established by the Bankruptcy Court in accordance with Section 8.02(b) of the Plan. Pursuant to the First Extension Order, the Claims Objection Deadline was extended from September 12, 2016 to March 13, 2017, without prejudice to request further extensions. - 5 -
Case 15-44931-rfn11 Doc 1013 Filed 02/17/17 Entered 02/17/17 15:47:39 Page 6 of 11 14. Further, the Plan expressly authorizes this Court to extend the Claim Objection Deadline. Specifically, Section 8.02(b) of the Plan provides that: As soon as practicable, but no later than the Claim Objection Deadline, the Debtors, and after the Effective Date, the Reorganized Debtors or Creditor Trustee, as applicable, may file objections with the Bankruptcy Court and serve such objections on the Creditors holding the Claims to which such objections are made. Nothing contained [in the Plan], shall limit the right of the Reorganized Debtors or the Creditor Trustee, as applicable, to object to Claims, if any, filed or amended after the Claim Objection Deadline. The Claim Objection Deadline may be extended by the Bankruptcy Court upon motion by the Reorganized Debtors or Creditor Trustee, as applicable. Plan 8.02(b) (emphasis added). 15. The Claims reconciliation process is underway. Initial claims analysis and reconciliation efforts performed by the Reorganized Debtors has identified approximately 350 claims that should be resolved through objections on procedural or substantive grounds by either the Reorganized Debtors or the Creditor Trustee. Pursuant to the Plan, the Claim Objection Deadline presently expires on March 13, 2017. The requested extension of the Claim Objection Deadline will provide the Reorganized Debtors and Creditor Trustee with additional time to consensually resolve the remaining Claims, while at the same time providing the parties with the opportunity to analyze the Claims and determine the factual and legal basis for objection. Where a consensual resolution of the claims is not practical, the Reorganized Debtors or Creditor Trustee, as applicable, will prepare, file, and prosecute objections to the remaining Claims. 16. The Debtors commenced two adversary proceedings (the Adversary Proceedings ) against mineral lien claimants seeking to classify claims, as applicable, to either Class 2 (Other Secured Claims) or Class 5 (General Unsecured Claims) under the Plan. These Adversary Proceedings are ongoing. Resolution of the Adversary Proceedings, however, is - 6 -
Case 15-44931-rfn11 Doc 1013 Filed 02/17/17 Entered 02/17/17 15:47:39 Page 7 of 11 necessary to determining the priority of over 90 Claims filed against the estates by 47 claimants. Moreover, once the priority is determined, it may be appropriate to object to the Claims on additional grounds. Further, the Creditor Trust has completed its analysis and diligence of the Retained Causes of Action and has begun taking steps to monetize those causes of action. In connection with the prosecution of such Causes of Action, the Creditor Trustee anticipates objecting to certain Claims. Therefore, an extension of the Claim Objection Deadline is critical to preserving the Reorganized Debtors and Creditor Trustee s rights with respect to those Claims. 17. The requested extension of the Claim Objection Deadline to September 15, 2017 is in the best interest of beneficiaries of the Creditor Trust, the estates and their creditors and is expressly authorized in Section 8.02(b) of the Plan. The Reorganized Debtors and Creditor Trustee believe that many of the Claims ultimately will be consensually resolved, particularly if they are afforded sufficient time to continue the review and investigation of such Claims. Consensual resolution of outstanding Claims will conserve judicial resources, eliminate the burdens on the Court that would accompany unnecessary claims litigation, and minimize related expenses that otherwise would be incurred by the Reorganized Debtors and Creditor Trustee. NOTICE 18. A copy of this Second Extension Motion is being served upon the (a) the U.S. Trustee; and (b) parties requesting notice pursuant to Bankruptcy Rule 2002 by this Court s CM/ECF system. - 7 -
Case 15-44931-rfn11 Doc 1013 Filed 02/17/17 Entered 02/17/17 15:47:39 Page 8 of 11 CONCLUSION WHEREFORE, the Post-Confirmation Debtor and Recovery Trust seeks entry of an order, substantially in the form annexed hereto as Exhibit A (i) extending the Claim Objection Deadline through and including September 15, 2017 and (ii) granting such other and further relief as just and proper. Dated: February 17, 2017 BRACEWELL LLP William A. (Trey) Wood III (TX State Bar No. 21916050) 711 Louisiana, Suite 2300 Houston, Texas 77002 Telephone: (713) 223-2300 Facsimile: (713) 221-1212 Trey.Wood@bracewelllaw.com -and- Jennifer Feldsher, Esq. 1251 Avenue of Americas New York, New York 10020-1104 Telephone: (212) 508-6100 Facsimile: (212) 508-6101 Jennifer.Feldsher@bracewelllaw.com Counsel for the Reorganized Debtors Respectfully submitted, COLE SCHOTZ, P.C. /s/ Michael D. Warner Michael D. Warner, Esq. (TX State Bar No. 00792304) 301 Commerce Street, Suite 1700 Fort Worth, Texas 76102 Telephone: (817) 810-5250 Facsimile: (817) 810-5255 mwarner@coleschotz.com -and- Robert M. Hirsh, Esq. George P. Angelich, Esq. ARENT FOX LLP 1675 Broadway New York, New York 10019 Telephone: (212) 484-3900 Facsimile: (212) 484-3990 robert.hirsh@arentfox.com george.angelich@arentfox.com Counsel for the Creditor Trust - 8 -
Case 15-44931-rfn11 Doc 1013 Filed 02/17/17 Entered 02/17/17 15:47:39 Page 9 of 11 EXHIBIT A
Case 15-44931-rfn11 Doc 1013 Filed 02/17/17 Entered 02/17/17 15:47:39 Page 10 of 11 IN THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS FORT WORTH DIVISION In re Energy & Exploration Partners, Inc., et al., Debtors. 1 Chapter 11 Case No. 15-44931 (RFN) (Jointly Administered) SECOND ORDER EXTENDING THE DEADLINE TO OBJECT TO CLAIMS Upon the motion (the Second Extension Motion ) 2 of the Reorganized Debtors and Creditor Trust in the above-captioned cases seeking entry of an order extending the deadlines to 1 The Reorganized Debtors in these chapter 11 cases are: Energy & Exploration Partners, LLC (8621); Energy & Exploration Partners Operating GP, LLC (4266); and Energy & Exploration Partners Operating, LP (4049). The Reorganized Debtors main corporate and mailing address for purposes of these chapter 11 cases is: Energy & Exploration Partners, 420 Throckmorton St., Suite 1200, Fort Worth, TX 76102. 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Second Extension Motion.
Case 15-44931-rfn11 Doc 1013 Filed 02/17/17 Entered 02/17/17 15:47:39 Page 11 of 11 object to or seek estimation of claims, all as more fully set forth in the Second Extension Motion; and the Court having jurisdiction over the Second Extension Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; and consideration of the Second Extension Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Second Extension Motion having been provided to the parties as set forth in the Second Extension Motion; and it appearing no other or further notice need be provided; and the Court having determined that the relief sought in the Second Extension Motion is in the best interests of the Reorganized Debtors and Creditor Trust and its beneficiaries and all parties in interest; and the Court having determined that the legal and factual bases set forth in the Second Extension Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefore, it is ORDERED that, the Second Extension Motion is granted; and it is further ORDERED that, the Claim Objection Deadline shall be and is hereby extended through and including 11:59 p.m. (prevailing Central Time) September 15, 2017; and it is further ORDERED that, entry of this Order is without prejudice to the rights of the Reorganized Debtors and Creditor to seek further extension of the Claim Objection Deadline; and it is further ORDERED that, this Court shall retain jurisdiction to hear and determine all matters arising from or related to this Order. ### END OF ORDER### - 2 -