HTML Document View

Full title: Declaration re: - Declaration of John Burlacu of Donlin, Recano & Company, Inc. Regarding the Solicitation and Tabulation of Votes Cast on Second Amended Disclosure Statement in Support of Joint Chapter 11 Plan (Filed By Castex Energy 2005 Holdco, LLC, Castex Energy 2005, LLC, Castex Energy Partners, LLC, Castex Offshore, Inc. ).(Related document(s):214 Order Setting Hearing) (Attachments: # 1 Exhibit A - Final Tabulation Results) (O'Connor, Ryan) (Entered: 05/25/2021)

Document posted on May 24, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

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).Pursuant to the Disclosure Statement Approval Order, DRC relied on the following information to identify and solicit Holders of Claims in the Voting Classes: (a) the Debtors’ Schedules of Assets and Liabilities and Statements of Financial Affairs filed with the Court; (b) the official claims register maintained by DRC as of March 4, 2021; (c) claims information pertaining to the Debtors’ Chapter 11 Cases as reflected in DRC’s internal database to which this information was loaded; and (d) other information and instructions provided by the Debtors and/or their advisors. Using this information, and with guidance from the Debtors and their advisors, DRC created a voting database reflecting the name, address, voting amount, and classification of Claims in the Voting Classes. Using this voting database and the form of Ballots approved under the Disclosure Statement Approval Order, DRC generated Ballots for Holders of Claims entitled to vote to accept or reject the Plan.In order for a Ballot to be counted as valid, the Ballot must have been properly completed in accordance with the Disclosure Statement Approval Order and executed by the relevant Holder, or such Holder’s authorized representative, and must have been actually received by DRC by 12:00 a.m. (prevailing Central Time) on May 21, 2021 (the “Voting Deadline”).All Ballots were to be delivered to DRC as follows: (a) if by hand delivery or overnight courier, to Donlin, Recano & Company, Inc., Re: Castex Energy 2005 Holdco, LLC, et al., et al., 6201 15th Avenue, Brooklyn, New York 11219; (b) if by First Class mail, to Donlin, Recano & Company, Inc., Re: Castex Energy 2005 Holdco, LLC, et al., P.O. Box 199043 Blythebourne Station, Brooklyn, NY 11219; or (c) if by using the online vote portal, by visiting www.donlinrecano.com/clients/cxe/vote and entering the Unique E-Ballot Identification number provided on the Ballot.

List of Tables

Document Contents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: § § Case No. 21-30710 CASTEX ENERGY 2005 HOLDCO, § LLC, et al., § Chapter 11 § Debtors.1 § (Jointly Administered) DECLARATION OF JOHN BURLACU OF DONLIN, RECANO & COMPANY, INC. REGARDING THE SOLICITATION AND TABULATION OF VOTES CAST ON SECOND AMENDED DISCLOSURE STATEMENT IN SUPPORT OF JOINT CHAPTER 11 PLAN STATE OF NEW YORK ) ) ss: COUNTY OF KINGS ) I, John Burlacu, declare, under penalty of perjury to the best of my knowledge, information, and belief: 1. I am a Senior Director at Donlin, Recano & Company, Inc. (“DRC”), located at 6201 15th Avenue, Brooklyn, New York 11219. I am over the age of 18 years and competent to testify. 2. I submit this declaration (this “Declaration”) with respect to the solicitation of votes and the tabulation of votes cast on the Second Amended Joint Chapter 11 Plan [Docket No. 205] (the “Plan”). Except as otherwise indicated, all facts set forth herein are based upon my personal knowledge, information supplied to me by the Debtors or their advisors, including DRC, and my review of relevant documents. If I were called to testify, I could and would testify competently as to the facts set forth herein on that basis. 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.

1

3. In accordance with the Order Authorizing the Employment and Retention of Donlin, Recano & Company, Inc. as Claims and Noticing Agent for the Debtors [Docket No. 21], DRC was authorized to assist the Debtors in connection with, inter alia, soliciting, receiving, and tabulating Ballots2 accepting or rejecting the Plan. I. Service and Transmittal of Solicitation Packages and Related Information. 4. On April 26, 2021, the Court entered the Order Conditionally Approving (I) Adequacy of the Disclosure Statement; (II) Form of Solicitation Materials; and (III) Procedures for Soliciting and Voting on the Joint Chapter 11 Plan [Docket No. 214] (the “Disclosure Statement Approval Order”) establishing, among other things, certain solicitation and voting tabulation procedures (the “Solicitation Procedures”). 5. DRC worked with the Debtors and their advisors to solicit votes to accept or reject the Plan and to tabulate the Ballots of creditors voting to accept or reject the Plan in accordance with the Solicitation Procedures. Except as otherwise noted, I could and would testify to the following based upon my personal knowledge. 6. Pursuant to the Plan and Solicitation Procedures, only Holders of Claims in Class 3 and Class 4, as set forth below, as of the Voting Record Date were entitled to vote to accept or reject the Plan (the “Voting Classes”). No other Classes were entitled to vote on the Plan.
Table 1 on page 2. Back to List of Tables
Class Type of Claim
Class 3 Secured Debt Claims
Class 4 General Unsecured Claims
2 Capitalized terms used but otherwise not defined in this Declaration have the meanings ascribed to them in the Plan, Disclosure Statement or the Disclosure Statement Approval Order, as applicable.

2

7. On or around April 28, 2021, DRC posted links on the Debtors’ restructuring website maintained by DRC at https://www.donlinrecano.com/Clients/cxe/Index to provide parties with access to, among other documents, copies of the Plan and the Disclosure Statement Approval Order free of charge. 8. In accordance with the Disclosure Statement Approval Order, on April 28, 2021, DRC caused Solicitation Packages to be distributed to Holders of Claims in the Voting Classes as of the Voting Record Date. Proof of service of the Solicitation Packages and non-voting packages are set forth in the Affidavit of Service [Docket No. 223]. II. General Tabulation Process. 9. As specified in the Disclosure Statement Approval Order, April 21, 2021 was established as the Voting Record Date for determining the Holders of Claims in the Voting Classes entitled to vote to accept or reject the Plan. 10. Pursuant to the Disclosure Statement Approval Order, DRC relied on the following information to identify and solicit Holders of Claims in the Voting Classes: (a) the Debtors’ Schedules of Assets and Liabilities and Statements of Financial Affairs filed with the Court; (b) the official claims register maintained by DRC as of March 4, 2021; (c) claims information pertaining to the Debtors’ Chapter 11 Cases as reflected in DRC’s internal database to which this information was loaded; and (d) other information and instructions provided by the Debtors and/or their advisors. Using this information, and with guidance from the Debtors and their advisors, DRC created a voting database reflecting the name, address, voting amount, and classification of Claims in the Voting Classes. Using this voting database and the form of Ballots approved under the Disclosure Statement Approval Order, DRC generated Ballots for Holders of Claims entitled to vote to accept or reject the Plan.

3

11. Ballots returned by online submission, regular mail, hand delivery, or overnight delivery were received by personnel of DRC at its office in Brooklyn, New York. Ballots received by DRC were processed in accordance with the Disclosure Statement Approval Order. Upon receiving Ballots, DRC took the following actions: a. The envelopes containing the Ballots were opened, and the contents were removed and stamped with the date and time received. Each Ballot was then scanned into DRC’s system and sequentially numbered (the “Sequence Number”); b. DRC then entered into a computer database all pertinent information from each of the Ballots, including among other things, the date and time the Ballot was received, the Sequence Number, the voting dollar amount, and whether the creditor submitting the Ballot voted to accept or reject the Plan. 12. In order for a Ballot to be counted as valid, the Ballot must have been properly completed in accordance with the Disclosure Statement Approval Order and executed by the relevant Holder, or such Holder’s authorized representative, and must have been actually received by DRC by 12:00 a.m. (prevailing Central Time) on May 21, 2021 (the “Voting Deadline”). All Ballots were to be delivered to DRC as follows: (a) if by hand delivery or overnight courier, to Donlin, Recano & Company, Inc., Re: Castex Energy 2005 Holdco, LLC, et al., et al., 6201 15th Avenue, Brooklyn, New York 11219; (b) if by First Class mail, to Donlin, Recano & Company, Inc., Re: Castex Energy 2005 Holdco, LLC, et al., P.O. Box 199043 Blythebourne Station, Brooklyn, NY 11219; or (c) if by using the online vote portal, by visiting www.donlinrecano.com/clients/cxe/vote and entering the Unique E-Ballot Identification number provided on the Ballot. 13. All validly executed Ballots cast by Holders of Claims in the Voting Classes received by DRC on or before the Voting Deadline were tabulated as outlined in the Disclosure Statement Approval Order.

4

14. DRC is in possession of the Ballots received by it, and copies of the same are available for review during DRC’s normal business hours at 6201 15th Avenue, Brooklyn, New York 11219. III. The Voting Results. 15. The results of the aforesaid tabulation of properly executed Ballots received on or before the Voting Deadline are set forth below and in the report annexed hereto as Exhibit A (the “Final Tabulation Results”).
Table 1 on page 5. Back to List of Tables
CLASS TOTAL BALLOTS RECEIVED None None None
None Accept None Reject None
None AMOUNT
(% of Amount Voted)
NUMBER
(% of Number
Voted)
AMOUNT
(% of Amount
Voted)
NUMBER
(% of Number
Voted)
Class 3 –
Secured
Debt Claims
$200,183,560.55
(100.00%)
16
(00.00%)
$0
(00.00%)
0
(00.00%)
Class 4 –
General
Unsecured
Claims
$388,798.11
(1.89%)
17
(50.00%)
$20,196,410.15
(98.11%)
17
(50.00%)
I declare under penalty of perjury that the foregoing is true and correct and to the best of my knowledge, information and belief. Dated: May 25, 2021 Brooklyn, New York /s/ John Burlacu John Burlacu, Senior Director Donlin, Recano & Company, Inc.

5