Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 1 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ------------------------------------------------------------------- x : In re: : : COBALT INTERNATIONAL ENERGY, INC., et al., 1 : : Debtors. : : ------------------------------------------------------------------- x Chapter 11 Case No. 17-36709 (MI) (Jointly Administered) AD HOC COMMITTEE S NOTICE TO COBALT DEBTORS OF REQUEST FOR PRODUCTION OF DOCUMENTS AND RULE 30(B)(6) DEPOSITION PLEASE TAKE NOTICE THAT, pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure, as made applicable hereto by Rules 7026, 7034 and 9014 of the Federal Rules of Bankruptcy Procedure, the Unsecured Notes Ad Hoc Committee (the Ad Hoc Committee ), representing approximately 50 percent of convertible senior unsecured notes issued by Cobalt International Energy, Inc., and certain of its direct and indirect affiliates as debtors and debtors-inpossession (collectively, the Cobalt Debtors ) in the above-captioned cases, demands that the Cobalt Debtors produce documents responsive to the document requests attached hereto as Schedule A by delivering all such responsive documents on a rolling basis to Michael D. Warner c/o McKool Smith PC, 600 Travis Street, Suite 7000, Houston, Texas 77002, counsel for the Ad Hoc Committee, by no later than March 14, 2018 at 5:00 p.m. CST. PLEASE TAKE FURTHER NOTICE THAT, pursuant to Rules 26 and 30(b)(6) of the Federal Rules of Civil Procedure, as made applicable hereto by Rules 7026, 7030 and 9014 of 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 ); Cobalt International Energy GP, LLC (7374); Cobalt International Energy, L.P. (2411); Cobalt GOM LLC (7188); Cobalt GOM # 1 LLC (7262); and Cobalt GOM # 2 LLC (7316). The Debtors service address is: 920 Memorial City Way, Suite 100, Houston, Texas 77024.
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 2 of 16 Federal Rules of Bankruptcy Procedure, the Ad Hoc Committee will take the deposition, upon oral examination, of the Cobalt Debtors on March 19, 2018 commencing at 9:30 a.m. CST, and continuing from day to day until completed, at the law offices of McKool Smith PC, 600 Travis Street, Suite 7000, Houston, Texas 77002 or if preferred by the Cobalt Debtors at a mutually agreed upon alternative date, time and location regarding the topics identified in Schedule B hereto. The deposition will take place before an officer authorized to administer oaths, and will be recorded by stenographic means and may be videotaped. Dated: March 7, 2018 Respectfully submitted, COLE SCHOTZ P.C. /s/ Michael D. Warner Michael D. Warner (TX Bar No. 00792304) 301 Commerce Street, Suite 1700 Fort Worth, TX 76102 Telephone: (817) 810-5250 Facsimile: (817) 977-1611 mwarner@coleschotz.com Counsel for the Ad Hoc Committee CERTIFICATE OF SERVICE The undersigned certifies that on March 7, 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, which gives notice to all counsel of record. /s/ Michael D. Warner Michael D. Warner - 2 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 3 of 16 SCHEDULE A INSTRUCTIONS 1. The Documents covered by the Document Requests include all documents in your possession, custody or control from March 1, 2017 through the present, unless otherwise indicated. 2. If, in responding to the Document Requests, you encounter any ambiguities when construing a request or definition, the response shall set forth the matter deemed ambiguous and the construction used in responding. 3. Each request for the production of Documents shall be deemed to be continuing in nature. If at any time additional Documents come into your possession, custody or control or are brought to your attention, prompt supplementation of your response to these requests is required. 4. You shall produce all Documents in the manner in which they are maintained in the usual course of your business and/or you shall organize and label the Documents to correspond with the categories in this request. A request for a Document shall be deemed to include a request for any and all file folders within which the Document was contained, transmittal sheets, cover letters, exhibits, enclosures or attachments to the document in addition to the document itself. 5. You shall produce all electronically stored information in accordance with the following specifications: (i) Form of Production. Produce electronically stored information in singlepage tiff format (Group IV tiff at 300 dpi) with standard Concordance formatted load file (.dat), including all metadata. Name each tiff file with a unique name matching the bates number labeled on the corresponding page. Group every 10,000 tiffs into a new folder; do not create a separate folder for each Document.
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 4 of 16 (ii) (iii) (iv) (v) (vi) Image Load File. Provide an image load file (Opticon file) that contains Document boundaries, page counts, and volume information. Document Text. For documents that were originally stored as native electronic files and which do not have redactions, produce the extracted full text (not OCR) from the body of each document in separate documentlevel *.txt files named for the beginning bates number of the associated document. Provide OCR text for documents without extracted text available (non-searchable PDFs, etc.). Group 1000 document text files per incrementally named TEXT directories, separate from image directories. For documents that were originally stored as native electronic files and which have redactions, produce the OCR text from the redacted image(s) associated with each document, in separate document-level *.txt files named for the beginning bates number of the associated document. Clearly label any redacted material to show the redactions on the tiff image. Also provide a comma-delimited extracted text list file with each document s beginning bates number along with the path to the associated extracted text/ocr text file. Native Production For Certain File Types. For files created by Excel or other spreadsheet programs, PowerPoint or other special presentation programs, database files, or any other file types that reasonably require viewing in their native format for a full understanding of their content and meaning, produce the files in native and tiff formats. Name the produced native file with the bates number on the first page of the corresponding tiff production of the file / document. Group native files within incrementally named NATIVE directories, separate from images directories. De-duplication. Produce a single copy of each electronic document for which exact duplicates exist. For e-mail messages, consolidate duplicates based on MD5 hash generated from the BCC, Body, CC, From, IntMsgID, To, and Attach properties. For e-mail attachments and stand-alone electronic files, consolidate duplicates based on MD5 hash of the entire file. Metadata. Produce extracted metadata for each document in the form of a Concordance load file (.dat). The following metadata shall be supplied, where available: Metadata Field Description Format BEGDOC ENDDOC Populate with value of item ID. (Assign sequential number). Populate with value of item ID. (Assign sequential number). numeric For native export, export as a blank field. - 2 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 5 of 16 BEGATTACH Populate with value of parent item numeric ID. Export as a blank field for standalone documents. ENDATTACH Populate with value of last numeric attachment item ID in family range. Export as a blank field for standalone documents. CUSTODIAN Custodian name assigned during Text collection set-up CUSTODIAN_DUP List of custodians in which record Text was not produced because they were duplicative SENTDATE Export Date and Time as Two MM/DD/YYYYY Fields (they should not be combined into 1 field) SENTTIME Export Date and Time as Two HH:MM:SS Fields (they should not be combined into 1 field) RECEIVEDDATE Export Date and Time as Two MM/DD/YYYYY Fields (they should not be combined into 1 field) RECEIVEDTIME Export Date and Time as Two HH:MM:SS Fields (they should not be combined into 1 field) CREATE_DATE Export Date and Time as Two MM/DD/YYYYY Fields (they should not be combined into 1 field) CREATE_TIME Export Date and Time as Two HH:MM:SS Fields (they should not be combined into 1 field) LAST_MOD_DATE Export Date and Time as Two MM/DD/YYYYY Fields (they should not be combined into 1 field) LAST_MOD_TIME Export Date and Time as Two HH:MM:SS Fields (they should not be combined into 1 field) SUBJECT Email Subject for Emails and MSO Paragraph Title for MS Office files. DOCAUTHOR MSO Author for MS Office files Paragraph FROM Email Author Paragraph TO Recipients in TO email header Paragraph CC Recipients in CC email header Paragraph BCC Recipients in BCC email header Paragraph MAILBOX For emails and attachment, email Paragraph archive filename (pst file name, nsf file name) FILESIZE Filesize is reported in bytes. Numeric FILEEXT Verbatim file extension Text FILENAME File Name Paragraph SOURCE original file path of loose Paragraph standalone files as found on hard drive or network MD5HASH Paragraph - 3 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 6 of 16 TEXTPATH NATIVELINK This field will be used to list the path and filename to multi-page text file. Data populated upon export Path and filename of native export. Paragraph Paragraph 6. Any Document withheld from production based on privilege or any similar claim shall be identified by (1) the type of document, (2) the general subject matter of the Document, (3) the date of the Document, and (4) such other information as is sufficient to identify the Document, including the author of the Document, the addressee of the Document, other recipients of the Document and, where not apparent, the relationship of the author and the addressee to each other. The nature of each claim of privilege shall be set forth. 7. Documents attached to each other should not be separated. 8. If any Document within the scope of this request has been destroyed, that Document shall be identified including identification of (i) its author(s); (ii) intended or unintended recipient(s); (iii) addressee(s); (iv) intended or unintended recipients of blind copies; (v) date; and (vi) subject matter. The circumstances of such destruction shall be set forth, and any Documents relating to such destruction shall be produced. 9. In producing Documents and other materials, you are requested to furnish all Documents or things in your possession, custody or control, regardless of whether such documents or materials are possessed by you directly. 10. If you object to any part of any request, you shall state fully the nature of the objection. Notwithstanding any objections, you shall nonetheless comply fully with the other parts of the request not objected to. 11. The Ad Hoc Committee reserves the right to request additional Documents as needed and to submit additional or supplemental document requests, provided, further, that it expressly reserves its rights to supplement or amend the Document Requests. - 4 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 7 of 16 12. As used herein, the singular includes the plural and the plural includes the singular; the conjunctive includes the disjunctive and the disjunctive includes the conjunctive; the masculine includes the feminine and the feminine includes the masculine; and the present tense includes the past tense and the past tense includes the present tense so as to bring within the scope of these Document Requests all responses that might otherwise be construed to be outside of their scope. 13. As used herein, the connectives and and or as used in the term and/or shall be construed either disjunctively or conjunctively as necessary to bring within the scope of these Document Requests all responses that might otherwise be construed to be outside of their scope. DEFINITIONS 1. Unless otherwise or separately defined herein, all capitalized terms shall have the meanings ascribed to them in the Plan. 2. The term Anchor Field shall mean the Anchor field referenced in paragraph 25 of the Powell Declaration. 3. The term any shall mean each and every as well as any one. 4. The term Auction shall have the meaning ascribed to it in Article I(A)(16) of the Plan. 5. The term Bidding Procedures shall have the meaning ascribed to it in Article I(A)(21) of the Plan. 6. The term Chapter 11 Sale Process shall mean the chapter 11 sale process referenced in paragraph 56 of the Powell Declaration, and implemented through the Bidding Procedures. 7. The term Cobalt Debtors shall mean Cobalt International Energy, Inc. and its - 5 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 8 of 16 direct and indirect affiliates, collectively and individually, which are parties to the abovecaptioned bankruptcy proceeding. 8. The term Communication shall mean any correspondence, contact, discussion, or exchange between any two or more persons, whether written or oral. Without limiting the foregoing, the term communication shall include all documents, telephone conversations, faceto-face conversations, meetings or conferences, electronic mails and electronic documents and any other means of transmitting a message. 9. The term copy shall mean a photocopy, or any other tangible or electronic form of true and accurate duplication of a document. 10. The term Document(s) shall mean any thing discoverable under the Federal Rules of Bankruptcy Procedure and the Federal Rules of Civil Procedure, and includes, but is not limited to, all originals, non-identical copies and copies with marginal notations or interlineations of any communication, writing, sworn statement, deposition transcript, affidavit, recording, photograph, computer data, electronic mail or other item containing information of any kind or nature, however produced or reproduced, whatever its origin or location and regardless of the form maintained. The term Document also includes all electronically stored information. The term Document further means any document in the possession, custody or control of the entities and individuals to whom this document request is directed (together with any employees, agents and attorneys). Without limitation to the term control as used in the preceding sentence, an entity or individual is deemed to be in control of a document if that entity or individual has the right to secure the document or a copy thereof from another entity or individual having actual possession thereof. 11. The term North Platte Field shall mean the North Platte field referenced in - 6 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 9 of 16 paragraph 25 of the Powell Declaration. 12. The term Person shall mean have the meaning ascribed to it in Article I(A)(89) of the Plan. 13. The term Plan shall mean the February 21, 2018 Second Amended Joint Chapter 11 Plan of Cobalt International Energy, Inc. and its Debtor Affiliates [Docket No. 462]. 14. The term Powell Declaration shall mean the Declaration of David D. Powell in Support of Chapter 11 Petitions and First Day Motions [Docket No. 16]. 15. The term related to shall mean pertaining to, concerning, referring to, setting forth, describing, showing, disclosing, explaining, enumerating, listing, summarizing, reflecting, evidencing or constituting. 16. The term Statoil shall mean Statoil ASA, Statoil Gulf of Mexico LLC, Statoil US Holdings Inc. and any of their direct or indirect affiliates. 17. The term Total shall mean Total E&P USA, Inc. and any of its direct or indirect affiliates. 18. The term You and Your and Cobalt Debtors shall mean, collectively or individually, Cobalt International Energy, Inc. and its direct and indirect affiliates which are party to the above-captioned bankruptcy proceeding and (a) any of their divisions, departments, parents, subsidiaries, affiliated entities, assigns, joint ventures, partners, or other organizational or operational units; (b) all predecessor or successor companies or corporations; (c) all companies, corporations, partnerships, associations, or other business entities, which are or have been under common ownership or control, are controlled by Cobalt or those certain affiliates, which control Cobalt or those certain affiliates, or which are under common control in any manner with Cobalt or those certain affiliates; and (d) each of the present and former owners, - 7 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 10 of 16 officers, directors, shareholders, principals, partners, employees, agents, investigators, accountants, consultants, attorneys, other representative or any other persons acting or purporting to act on its behalf. DOCUMENT REQUESTS 1. Documents and Communications identifying any Person as having a desire to participate in the Auction for the Cobalt Debtors interest in the North Platte Field or in acquiring any interest in the North Platte Field outside of the Auction. 2. Documents and Communications related to any effort by the Cobalt Debtors to sell their interest in the North Platte Field, including through, but not limited to, the Chapter 11 Sale Process. 3. Documents and Communications related to the Cobalt Debtors marketing efforts related to, and discussions with potential buyers of, the Cobalt Debtors interest in the North Platte Field. 4. Documents and Communications between any Cobalt Debtor and Statoil or Total related to the Auction, the Bidding Procedures, the Chapter 11 Sale, the North Platte Field and/or the Anchor Field. 5. Documents and Communications related to the value or valuation of the North Platte Field, or the Cobalt Debtors interest therein, including, but not limited to, any valuation or analysis of value performed or prepared by or at the direction or request of any Cobalt Debtor, Statoil or Total. 6. Documents and Communications related to the value or valuation of the Anchor Field, or the Cobalt Debtors interest therein, including, but not limited to, any valuation or analysis of value performed or prepared by or at the direction or request of any Cobalt Debtor, Statoil or Total. - 8 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 11 of 16 7. Documents and Communications related to Exhibit A to the Powell Declaration. 8. Documents and Communications related to any actual or contemplated joint bid to acquire an interest in any assets of any Cobalt Debtor through the Chapter 11 Sale Process. 9. Documents and Communications related to any discussions Statoil had, or contemplated having, with Total, or any other Person interested in participating in the Auction, relating to the Auction, the Bidding Procedures, the Chapter 11 Sale, the North Platte Field and/or the Anchor Field. 10. Documents and Communications related to any disclosure made by Statoil to any Cobalt Debtor of Statoil s actual or contemplated discussions regarding the North Platte Field with Total or any other Person interested in participating in the Auction. 11. Documents and Communications with any Person relating to any desire by Statoil or Total that no other Person should bid for the Cobalt Debtors interest in the North Platte Field, the Cobalt Debtors interest in the Anchor Field, or any other asset of any Cobalt Debtor, through the Chapter 11 Sale Process. 12. Documents and Communications related to the joint bid submitted by Statoil and Total for the Cobalt Debtors interest in the North Platte Field through the Chapter 11 Sale Process. 13. Documents and Communications related to any disclosure to the Cobalt Debtors or any other Person of any consideration by Statoil to bid for the Cobalt Debtors interest in the North Platte Field. 14. Documents and Communications related to any disclosure to the Cobalt Debtors or any other Person of Statoil and Total s joint bid for the Cobalt Debtors interest in the North Platte Field, including, but not limited to, any disclosure of the existence of a joint venture - 9 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 12 of 16 between Statoil and Total and of any consideration by Statoil to jointly bid with Total. 15. Documents and Communications related to the requirement that each qualified bidder participating at the Auction confirm on the record at the Auction that (i) it has not engaged in any collusion with respect to the bidding; and (ii) its Bid is a good-faith bona fide offer and it intends to consummate the proposed transaction if selected as the Successful Bidder, in accordance with Paragraph 8(e) of the Bidding Procedures or similar requirements in prior drafts thereof. 16. The letter agreement dated October 27, 2017 among Michael S. Goldberg, Paul R. Elliot and Russel Lewis as counsel for Cobalt Parent and N. Scott Fletch as counsel for TEPUSA relating to certain matters concerning the North Platte Prospect, which is referenced in paragraph 12.7 of the Asset Purchase Agreement dated February 22, 2018 by and among Cobalt International L.P. and Cobalt GOM #1, LLC, collectively as Seller, and TOTAL E&P USA, INC., and Statoil Gulf of Mexico LLC collectively, as Buyer. - 10 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 13 of 16 SCHEDULE B The Cobalt Debtors shall produce to testify on their behalf one or more officers, directors, or managing agents, or designate other persons who consent to testify on their behalf, in each case who have knowledge of the topics set forth below. The individual(s) designated shall testify as to matters known or reasonably available to the Cobalt Debtors. The Cobalt Debtors shall identify in writing at least 24 hours in advance of the deposition the name of each person who will testify and the subject matters on which each person will testify. DEFINITIONS Unless otherwise or separately defined herein, all capitalized terms shall have the meanings ascribed to them in the Plan. 1. The term Anchor Field shall mean the Anchor field referenced in paragraph 25 of the Powell Declaration. 2. The term any shall mean each and every as well as any one. 3. The term Auction shall have the meaning ascribed to it in Article I(A)(16) of the Plan. 4. The term Bidding Procedures shall have the meaning ascribed to it in Article I(A)(21) of the Plan. 5. The term Chapter 11 Sale Process shall mean the chapter 11 sale process referenced in paragraph 56 of the Powell Declaration, and implemented through the Bidding Procedures. 6. The term Communication shall mean any correspondence, contact, discussion, or exchange between any two or more persons, whether written or oral. Without limiting the foregoing, the term communication shall include all documents, telephone conversations, face-
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 14 of 16 to-face conversations, meetings or conferences, electronic mails and electronic documents and any other means of transmitting a message. 7. The term North Platte Field shall mean the North Platte field referenced in paragraph 25 of the Powell Declaration. 8. The term Person shall have the meaning ascribed to it in Article I(A)(89) of the Plan. 9. The term Plan shall mean the February 21, 2018 Second Amended Joint Chapter 11 Plan of Cobalt International Energy, Inc. and its Debtor Affiliates [Docket No. 462]. 10. The term Powell Declaration shall mean the Declaration of David D. Powell in Support of Chapter 11 Petitions and First Day Motions [Docket No. 16]. 11. The term related to shall mean pertaining to, concerning, referring to, setting forth, describing, showing, disclosing, explaining, enumerating, listing, summarizing, reflecting, evidencing or constituting. 12. The term Statoil shall mean Statoil ASA, Statoil Gulf of Mexico LLC, Statoil US Holdings Inc. and any of their direct or indirect affiliates. 13. The term Total shall mean Total E&P USA, Inc. and any of its direct or indirect affiliates. - 2 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 15 of 16 MATTERS FOR EXAMINATION 1. Any efforts made by the Cobalt Debtors to sell their interest in the North Platte Field, including through, but not limited to, the Chapter 11 Sale Process. 2. The Cobalt Debtors marketing efforts and Communications related to the sale of their interest in the North Platte Field. 3. The Cobalt Debtors Communications with Statoil or Total related to the Auction, the Bidding Procedures, the Chapter 11 Sale, the North Platte Field and/or the Anchor Field. 4. The value or valuation of the North Platte Field, or the Cobalt Debtors interest therein, including, but not limited to, any valuation or analysis of value performed or prepared by or at the direction or request of any Cobalt Debtor, Statoil or Total. 5. The value or valuation of the Anchor Field, or the Cobalt Debtors interest therein, including, but not limited to, any valuation or analysis of value performed or prepared by or at the direction or request of any Cobalt Debtor, Statoil or Total. 6. Any Communication with any Person relating to any desire by Statoil or Total that no other Person should bid for the Cobalt Debtors interest in the North Platte Field, the Cobalt Debtors interest in the Anchor Field, or any other asset of any Cobalt Debtor, through the Chapter 11 Sale Process. 7. The joint bid submitted by Statoil and Total for the Cobalt Debtors interest in the North Platte Field through the Chapter 11 Sale Process. 8. Any disclosure to any Cobalt Debtor or any other Person of Statoil and Total s joint bid for the North Platte Field, including, but not limited to, any disclosure of: a. any consideration by Statoil to bid for the North Platte Field; b. the existence of a joint venture between Statoil and Total; and - 3 -
Case 17-36709 Document 545 Filed in TXSB on 03/07/18 Page 16 of 16 c. any consideration by Statoil to jointly bid with Total. - 4 -