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Full title: Order Authorizing Employment of Thompson & Knight LLP as Special Counsel to Debtors (Related Doc # 122) Signed on 4/26/2021. (TylerLaws) (Entered: 04/26/2021)

Document posted on Apr 25, 2021 in the bankruptcy, 5 pages and 0 tables.

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the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and the Bankruptcy Local Rules, the Court finds that: (a) jurisdiction over the matters in the Application is proper pursuant to 28 U.S.C. § 1334; (b) consideration of the Application and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); (c) venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409; (d) due and proper notice of the Application having been provided, and such notice having been adequate and appropriate under the circumstances, and it appearing that no other or 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Castex Energy 2005 Holdco, LLC (6832); Castex Energy 2005, LLC (6832); Castex Energy Partners, LLC (6832); and Castex Offshore, Inc. (8432).The Debtors are authorized to employ Thompson & Knight LLP (“TK”) asof the Petition Date to represent the Debtors as special counsel and to perform any and all services that are necessary or appropriate as requested by the Debtors pursuant to the Engagement Letter, including: a. Any matters for which the Castex General Counsel has a conflict of interestif the chief restructuring officer (the “CRO”) or other duly authorizedrepresentative specifically requests that TK take on the representation of theDebtors in connection with such matter, so long as TK does not have aconflict of interest; b. Matters arising from, or relating to, the Debtors prior chapter 11 cases, Inre Castex Energy Partners, L.P., et.Providing background information and advice relating to the preparation ofany disclosure statement or plan of reorganization, and/or obtainingconfirmation of any plan of reorganization, including drafting any portionthereof, or any related documents, and participating in hearings in the Courtrelated to such matters, but only as specifically directed by the CRO or otherduly authorized representative of the Debtors; g. Representation of the Debtors in connection with any oil and gas mattersand issues, including, without limitation, analysis and advice related to anyaspect of the Debtors’ oil and gas operations, related documents of title,contracts governing the operation of, and production from, such oil and gasproperties, and analysis and advice concerning applicable state and federallaw and regulations, but only as specifically requested to do so by the CROor other duly authorized representative of the Debtors; Debtors for plugging andabandonment, demobilization, and other similar liabilities related to theCastex Companies’ oil and gas properties and related production therefrom(“P&A Liabilities”), and assistance with resolution or funding those ofthose liabilities, in connection with a plan of reorganization in these Chapter11 Cases or otherwise, but only as specifically directed by the CRO or otherduly authorized representative of the Debtors; and i. Assistance wi

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ENTERED 04/26/2021 § In re: § Chapter 11 § CASTEX ENERGY 2005 HOLDCO, § LLC, et al., § Case No. 21-30710 (MI) § § (Jointly Administered) Debtors.1 § § ORDER AUTHORIZING EMPLOYMENT OF THOMPSON & KNIGHT LLP AS SPECIAL COUNSEL TO DEBTORS Having considered the Application of the Debtors to Employ Thompson & Knight as Special Counsel to the Debtors Nunc Pro Tunc to the Petition Date (the “Application”)2 of Castex Energy 2005 Holdco, LLC, et al. and the above-captioned debtors and debtors in possession (collectively, the “Debtors”), pursuant to sections 327(e), 328, and 330 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and the Bankruptcy Local Rules, the Court finds that: (a) jurisdiction over the matters in the Application is proper pursuant to 28 U.S.C. § 1334; (b) consideration of the Application and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); (c) venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409; (d) due and proper notice of the Application having been provided, and such notice having been adequate and appropriate under the circumstances, and it appearing that no other or 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Castex Energy 2005 Holdco, LLC (6832); Castex Energy 2005, LLC (6832); Castex Energy Partners, LLC (6832); and Castex Offshore, Inc. (8432). The Debtors’ mailing address is One Memorial City Plaza, 800 Gessner Rd., Suite 925, Houston, Texas 77024. 2 All capitalized terms not expressly defined herein shall have the same meaning as ascribed in the Application.

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further notice need be provided; and (e) good and sufficient cause exists for granting the relief requested in the Application. The Court having reviewed the Application; and the Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and it appearing that the relief requested in the Application is in the best interests of the Debtors, their respective estates, creditors, and all parties in interest; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Debtors are authorized to employ Thompson & Knight LLP (“TK”) asof the Petition Date to represent the Debtors as special counsel and to perform any and all services that are necessary or appropriate as requested by the Debtors pursuant to the Engagement Letter, including: a. Any matters for which the Castex General Counsel has a conflict of interestif the chief restructuring officer (the “CRO”) or other duly authorizedrepresentative specifically requests that TK take on the representation of theDebtors in connection with such matter, so long as TK does not have aconflict of interest; b. Matters arising from, or relating to, the Debtors prior chapter 11 cases, Inre Castex Energy Partners, L.P., et. al., which were jointly administeredcase number 17-35835 in the Bankruptcy Court for the Southern District ofTexas, for which a plan of reorganization was confirmed by order enteredon February 27, 2018 [Dkt. No. 448 in Case No. 17-35835]; c. Assistance with, or representation of, the Debtors in connection with respectto Cause No. 2020-78940; U.S. Specialty Insurance Company v. CastexOffshore LLC n/k/a Castex Offshore, Inc., et al.; In the 269th JudicialDistrict Court of Harris County, Texas (the “Surety Litigation”), and anyother adversary proceeding or contested matter relating to the SuretyLitigation;

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d. Any other matter relating to any surety bond that was posted by or for thebenefit of the Debtors prior to the Petition Date; e. Assistance with, or representation of, the Debtors with general corporateand securities matters, tax and related issues; f. Providing background information and advice relating to the preparation ofany disclosure statement or plan of reorganization, and/or obtainingconfirmation of any plan of reorganization, including drafting any portionthereof, or any related documents, and participating in hearings in the Courtrelated to such matters, but only as specifically directed by the CRO or otherduly authorized representative of the Debtors; g. Representation of the Debtors in connection with any oil and gas mattersand issues, including, without limitation, analysis and advice related to anyaspect of the Debtors’ oil and gas operations, related documents of title,contracts governing the operation of, and production from, such oil and gasproperties, and analysis and advice concerning applicable state and federallaw and regulations, but only as specifically requested to do so by the CROor other duly authorized representative of the Debtors; h. Analysis of potential liabilities of the Debtors for plugging andabandonment, demobilization, and other similar liabilities related to theCastex Companies’ oil and gas properties and related production therefrom(“P&A Liabilities”), and assistance with resolution or funding those ofthose liabilities, in connection with a plan of reorganization in these Chapter11 Cases or otherwise, but only as specifically directed by the CRO or otherduly authorized representative of the Debtors; and i. Assistance with, or representation of, the Debtors with respect to such othermatters relating to these Chapter 11 Cases as specifically directed by theCRO or other duly authorized representative of the Debtors. 2. The Court finds that (a) the Application is in full compliance with all applicableprovisions of the Bankruptcy Rules and the Bankruptcy Local Rules; and (b) TK does not hold or represent any interest adverse to the Debtors or their estates with respect to the matters upon which it is engaged. 3. TK shall apply for compensation for professional services rendered andreimbursement of expenses incurred in connection with the Debtors’ Chapter 11 Cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the

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Bankruptcy Rules, Bankruptcy Local Rules, and any other applicable procedures and orders of the Court. For billing purposes, TK shall keep its time in one tenth (1/10) hour increments in accordance with U.S. Trustee Guidelines. TK is also required to make reasonable efforts to comply with the U.S. Trustee’s requests for information and additional disclosures both in connection with the Application and the interim and final fee applications to be filed by TK in these chapter 11 cases. 4. TK shall not charge a markup to the Debtors with respect to fees billed by contractattorneys hired by TK to provide services to the Debtors and shall ensure that any such contract attorneys are subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code and Bankruptcy Rules. 5. Any and all fees must be approved by the Court prior to payment, subject to anyorder on interim fee procedures. 6. TK shall use its reasonable efforts to avoid any duplication of services by any ofthe Debtors’ other retained professionals in these chapter 11 cases. 7. TK shall provide seven (7) days’ notice to the Debtors, the U.S. Trustee, and anyofficial committee before any increases in the rates set forth in the Application or the Engagement Letter are implemented, and shall file such notice with the Court. 8. Should the Debtors desire TK to perform any additional professional services, otherthan those authorized herein, or should the Debtors desire to appoint additional counsel to perform legal services, leave is hereby granted for the Debtors to file such other motions, applications, or supplemental applications as may be necessary. 9. To the extent the Application, the Bennett Declaration or the Engagement Letterare inconsistent with this Order, the terms of this Order shall govern.

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10. The Debtors are authorized to take all actions necessary or appropriate to carry out the relief granted in this Order. 11. This court shall retain jurisdiction to hear and consider all disputes arising out of the interpretation or implementation of this Order. SIGSNiEgnDe dth:i sAO _pc_rt_oil_b 2_e6 rd ,1 a2y70 ,o 22f1 0_1_8___________, 2021. ____________________________________ Marvin Isgur United States Bankruptcy Judge THE HONORABLE MARVIN ISGUR UNITED STATES BANKRUPTCY JUDGE

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