Case 12-36187 Document 3196 Filed in TXSB on 07/16/14 Page 1 of 7 UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 7 ATP OIL & GAS CORPORATION, Case No. 12-36187 Debtor. TRUSTEE'S OBJECTION TO MOTION OF GOMEZ HUB PIPEPLINE PARTNERS, LP TO COMPEL PAYMENT OF AN ADMINISTRATIVE EXPENSE CLAIM UNDER 11 U.S.C. 503(b)(1)(A) [RELATED TO DOCKET NO. 2241] TO THE HONORABLE MARVIN ISGUR, UNITED STATES BANKRUPTCY JUDGE: Rodney D. Tow, the chapter 7 trustee (the Trustee ) of ATP Oil & Gas Corporation (the Debtor ) in the above-captioned chapter 7 case (the Bankruptcy Case ) hereby submits this objection (the Objection ) to the Motion of Gomez Hub Pipeline Partners, LP ( Gomez ) to Compel Payment of an Administrative Expense Claim Under 11 U.S.C. 503(b)(1)(A) (the Motion ) [Dkt. No. 2241]. BACKGROUND 1. On August 17, 2012 (the Petition Date ), the Debtor filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 1532 (as amended, the Bankruptcy Code ) with the United States Bankruptcy Court, Southern District of Texas, Houston Division (the Court ). 2. On September 21, 2012, the Court entered a final order authorizing post-petition financing, use of cash collateral and other related relief [Dkt. No. 440] (as amended or supplemented from time to time, the Final DIP Order ). On June 8, 2013, the DIP facility was terminated. On October 17, 2013, a final order authorizing the use of cash collateral was entered in the chapter 11 case [Dkt. No. 2705] (the Final Cash Collateral Order ). 1
Case 12-36187 Document 3196 Filed in TXSB on 07/16/14 Page 2 of 7 3. On October 17, 2013, the court entered the Final Order (A) Approving the Sale of Certain Assets Free and Clear of Claims and Liens and (B) Approving the Assumption and Assignment of Contracts and Leases (the Sale Order ) [Dkt. No. 2706] that, among other things, approved the sale (the 363 Sale ) of substantially all of the Debtor s operating properties and other assets pursuant to the terms and conditions of the Asset Purchase Agreement (collectively with all exhibits and documents and agreements ancillary thereto (each as modified by the Sale Order), the ( Purchase Agreement )), dated as of June 20, 2013 and executed by and between the Debtor, Credit Suisse AG, exclusively in its capacity as administrative agent and collateral agent under the DIP Credit Agreement (the DIP Agent ) and, upon the joinder contemplated by Section 5.12 of the Purchase Agreement, Bennu Oil & Gas, LLC, which was designated by the DIP Agent as purchaser. 4. The 363 Sale closed on or about November 1, 2013 and the then Debtor ceased all business operations and began the process of winding-up its affairs. The DIP facility was not paid-off. The lenders under the DIP facility (the DIP Lenders ) claim they are still owed in excess of $250 million on a superpriority basis in this Bankruptcy Case (the Superpriority Claim ) and retain a valid, first priority superpriority claim and/or lien on all of the remaining cash and other assets of the estate (other than the remaining balance of $1.826 million paid to the estate at the 363 Sale closing under the terms of the Purchase Agreement). Pursuant to the Final Cash Collateral Order, the DIP Lenders have agreed to waive the DIP Superpriority Claim granted pursuant to paragraph 8 of the Final DIP Order with respect to twenty-five percent (25%) of the first $20 million of the proceeds of causes of action brought on behalf of the Debtor s estate pursuant to sections 547 or 548 of the Bankruptcy Code. 2
Case 12-36187 Document 3196 Filed in TXSB on 07/16/14 Page 3 of 7 5. On June 26, 2014 (the Conversion Date ), the Court entered an Order [Dkt. No. 3163] converting the Bankruptcy Case to a case under chapter 7 of the Bankruptcy Code and the United States Trustee appointed Rodney D. Tow as the chapter 7 trustee. OBJECTION 6. Pursuant to the Motion, Gomez seeks allowance and payment of an administrative expense claim pursuant to Section 503(b)(1)(A) of the Bankruptcy Code based on services it provided during the chapter 11 case. 7. Pursuant to the Final DIP Order, the DIP Lenders received a Superpriority Claim that has priority treatment over all other administrative expense claims in this Bankruptcy Case. See Final DIP Order, 8; 11 U.S.C. 364(c). On information and belief, the Superpriority Claim is in an amount in excess of $250 million. Based on the Trustee s analysis of the assets of the estate to date, the Trustee believes it is unlikely that the assets of the estate will be sufficient to pay off the Superpriority Claim. 8. Furthermore, pursuant to Section 726 of the Bankruptcy Code, a claim allowed under section 503(b) of this title incurred under this chapter after such conversion has priority over a claim allowed under section 503(b) of this title incurred under any other chapter of this title... 11 U.S.C. 726(b). Accordingly, the administrative expense claims incurred under this chapter 7 case have priority over the administrative expense claims incurred under the earlier chapter 11 case. 9. Based on the foregoing, it is premature at this time in this chapter 7 case to address allowance and payment of chapter 11 administrative expenses. Gomez s Motion should be denied without prejudice for Gomez to re-assert its chapter 11 administrative expense later in this Bankruptcy Case. 3
Case 12-36187 Document 3196 Filed in TXSB on 07/16/14 Page 4 of 7 WHEREFORE, the Trustee respectfully requests that the Court enter an order denying the Motion and grant such further relief as is just and proper. Dated: July 16, 2014. Respectfully submitted, DIAMOND McCARTHY LLP By: /s/ Charles M. Rubio Kyung S. Lee klee@diamondmccarthy.com TBA No. 12128400 Charles M. Rubio crubio@diamondmccarthy.com TBA No. 24083768 909 Fannin, Suite 1500 Houston, Texas 77010 Telephone: (713) 333-5100 Facsimile: (713) 333-5195 PROPOSED COUNSEL TO RODNEY D. TOW, CHAPTER 7 TRUSTEE 4
Case 12-36187 Document 3196 Filed in TXSB on 07/16/14 Page 5 of 7 CERTIFICATE OF SERVICE I certify that on July 16, 2014, a true and correct copy of the foregoing document was served by (i) the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas to all parties registered to receive such service; (ii) transmitted to the parties listed on the attached Master Service List by email pursuant to the Order Establishing Notice Procedures [Dkt.3189]; and (iii) to the following parties by email: Alison L. Smith, Esq. (alsmith@mwe.com) Timothy W. Walsh, Esq. (twwalsh@mwe.com) Gregory A. Kopacz, Esq. (gkopacz@mwe.com) McDermott Will & Emery LLP Attorneys for Gomez Hub Pipeline Partners, LP /s/ Charles M. Rubio CERTIFICATE OF CONFERENCE On July 10, 2014, counsel for the Trustee had a conference call with Gregory A. Kopacz, counsel to Gomez Hub Pipeline Partners, LP, to address the issues discussed in this Objection and determine whether Gomez Hub Pipeline Partners, LP would voluntarily withdraw the Motion. Gregory A. Kopacz informed counsel for the Trustee that he needed to confer with his client. Counsel for the Trustee followed up with Gregory A. Kopacz on July 15, 2014 and on July 16, 2014 but was unable to reach him and left voice mail messages. /s/ Charles M. Rubio 5
Case 12-36187 Document 3196 Filed in TXSB on 07/16/14 Page 6 of 7 MASTER SERVICE LIST Trustee Counsel to Trustee for ATP Oil & Gas Corp. Diamond McCarthy LLP Kyung S. Lee Charles M. Rubio 909 Fannin Street, 15 th Floor Houston, Texas 77010 klee@diamondmccarthy.com crubio@diamondmccarthy.com Debtor Counsel to ATP Oil & Gas Corp. Mayer Brown LLP Charles Kelley Howard S Beltzer Frederick D Hyman 700 Louisiana St STE 3400 Houston, Texas 77002 CKelley@mayerbrown.com HBeltzer@mayerbrown.com FHyman@mayerbrown.com U.S. Trustee Assistant US Trustee for the Southern District OF Texas Nancy L Holley 515 Rusk St Ste. 3516 Houston, Texas 77002 nancy.holley@usdoj.gov Administrative Agent for Senior Lenders and Administrative Agent for the DIP Lenders Counsel to Credit Suisse AG Cravath Swaine & Moore LLP Paul H Zumbro Richard B Levin Mike Arnold Worldwide Plaza 825 Eighth Avenue New York, New York 10019-7475 PZumbro@cravath.com RLevin@cravath.com marnold@cravath.com Counsel to Credit Suisse AG Haynes and Boone LLP Charles A Beckham Jr. 1221 McKinney STE 2100 Houston, Texas 77010 Charles.Beckham@haynesboone.com Henry.Flores@haynesboone.com Kelli.Stephenson@HaynesBoone.com The Bank of New York Melon Trust Company, N.A., Indenture Trustee for the Senior Second Lien Note holders Counsel to the Bank of New York Melon Trust Company, N.A. Thompson & Knight LLP Ira L Herman Jennifer A Christian 900 Third Ave 20 th FL New York, New York 10022 Ira.Herman@tklaw.com Jennifer.Christian@tklaw.com Counsel to the Bank of New York Melon Trust Company, N.A. Thompson & Knight LLP Rhett G Campbell Tye C Hancock 333 Clay St STE 3300 Houston, Texas 77002 Rhett.Campbell@tklaw.com Tye.Hancock@tklaw.com Mitchell.Ayer@tklaw.com Bennu Oil and Gas, LLC Counsel to Bennu Oil and Gas, LLC Bingham McCutchen LLP Andrew J Gallo One Federal Street Boston, Massachusetts 02110 Andrew.Gallo@bingham.com
Case 12-36187 Document 3196 Filed in TXSB on 07/16/14 Page 7 of 7 MASTER SERVICE LIST Bureau of Ocean Energy Management Counsel to U.S. Department of Interior, Bureau of Ocean Energy Management US Department of Justice E Kathleen Shanan Victor W Zhao 1100 L Street NW Washington, D.C. 20005 Kathie.Shanan@usdoj.gov Victor.W.Zhao@usdoj.gov Supreme Service & Specialty Co. Inc. c/o Ross Spence ross@snowspencelaw.com SNOW SPENCE GREEN LLP 2929 Allen Parkway, Suite 2800 Houston, TX 77019 713.335.4800 713.335.4848 fax Parties Requesting Notice Michael M. Parker, Esq. FULBRIGHT & JAWORSKI LLP 300 Convent Street, Suite 2100 San Antonio, Texas 78205 Telephone: (210) 224-5575 Facsimile: (210) 270-7205 michael.parker@nortonrosefulbright.com Steve A. Peirce, Esq. FULBRIGHT & JAWORSKI LLP 300 Convent Street, Suite 2100 San Antonio, Texas 78205 Telephone: (210) 224-5575 Facsimile: (210) 270-7205 steve.peirce@nortonrosefulbright.com Cortlan H. Maddux, Esq. DIAMOND OFFSHORE COMPANY 15415 Katy Freeway, Suite 100 Houston, TX 77094 Telephone: (281) 492-5300 Facsimile: (281) 647-2223 cmaddux@dodi.com William L. Siegel Cowles & Thompson, P.C. 901 Main Street, Suite 3900 Dallas, TX 75202 (214) 672-2126 (214) 672-2326 facsimile e mail: bsiegel@cowlesthompson.com
Case 12-36187 Document 3196-1 Filed in TXSB on 07/16/14 Page 1 of 1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: ATP OIL & GAS CORPORATION, Debtor. Chapter 7 Case No. 12-36187 ORDER DENYING THE MOTION OF GOMEZ HUB PIPEPLINE PARTNERS, LP TO COMPEL PAYMENT OF AN ADMINISTRATIVE EXPENSE CLAIM UNDER 11 U.S.C. 503(b)(1)(A) The Court having considered the Trustee s Objection (the Objection ) to Motion of Gomez Hub Pipeline Partners, LP to Compel Payment of an Administrative Expense Claim Under 11 U.S.C. 503(b)(1)A) (the Motion ); and it appearing to the Court that good and sufficient cause exists for denying the relief requested in the Motion; and having given due deliberation upon the Motion and the Objection, and the record in this Bankruptcy Case; it is hereby: ORDERED that the Motion of Gomez Hub Pipeline Partners, LP to Compel Payment of an Administrative Expense Claim Under 11 U.S.C. 503(b)(1)(A) is hereby DENIED without prejudice; and it is further ORDERED that the Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order. DATE:, 2014 HONORABLE MARVIN ISGUR UNITED STATES BANKRUPTCY JUDGE