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Full title: Motion in Aid of Confirmation for Entry of an Order (I) Authorizing the Debtors to Assume and Assign Certain Leases and Executory Contracts to Talos Third Coast LLC and (II) Granting Related Relief Filed by Debtors Castex Energy 2005 Holdco, LLC, Castex Energy 2005, LLC, Castex Energy Partners, LLC, Castex Offshore, Inc. (Attachments: # 1 Exhibit A - Executory Contracts and Unexpired Leases # 2 Proposed Order) (O'Connor, Ryan) (Entered: 06/30/2021)

Document posted on Jun 29, 2021 in the bankruptcy, 7 pages and 0 tables.

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The statutory predicates for the relief requested this Motion are sections 105(a) and 365(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rules 6006 and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rules 1075-1 and 9013-1 of the Bankruptcy Local Rules for the Southern District of Texas (the “Bankruptcy Local Rules”), and the Procedures for Complex Chapter 11 Cases in the Southern District of Texas (the “Complex Case Procedures”).By this Motion, the Debtors seek entry of an order (the “Order”), substantially in the form submitted herewith: (i) authorizing the Debtors to assume and assign those certain Executory Contracts and Unexpired Leases set forth in Exhibit A (collectively, the “Contracts”) to Talos Third Coast LLC (“Talos”) effective nunc pro tunc to the Effective Date of the Plan; and (ii) granting related relief.Accordingly, assumption and assignment of the Contracts to Talos effective nunc pro tunc to the Effective Date of the Plan is in the best interests of the Debtors, their estates, and their creditors.Debtors assert that they have satisfied all requirements for the Debtors to assume and assign the Contracts to Talos pursuant to section 365 of the Bankruptcy Code and request that this Court authorize such assumption and assignment.If a counterparty to the Contracts does not file an objection by the deadline set forth herein, then such counterparties to the Contracts will: (a) be forever barred from objecting to the cure amounts identified with respect to such Contracts, and such cure amounts shall be the only amounts necessary under section 365(b) of the Bankruptcy Code to cure all monetary defaults thereunder in connection with assumption by the Debtors and assignment to Talos; (b) be deemed to have consented to the assumption and assignment to Talos; and (c) be forever barred and estopped from asserting or claiming against the Debtors, the Post-Effective Date Debtors, the Liquidating Trust, or Talos, that any additional amounts are due, other defaults exist, other conditions to assignment must be satisfied under such Contracts, or that there is any objection or defense to the assumption and assignment.

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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) DEBTORS’ MOTION IN AID OF CONFIRMATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTORS TO ASSUME AND ASSIGN CERTAIN LEASES AND EXECUTORY CONTRACTS TO TALOS THIRD COAST LLC AND (II) GRANTING RELATED RELIEF THIS MOTION SEEKS AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE MOTION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOU MUST FILE AND SERVE YOUR RESPONSE WITHIN 21 DAYS OF THE DATE THIS WAS SERVED ON YOU. YOUR RESPONSE MUST STATE WHY THE MOTION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE MOTION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE MOTION AT THE HEARING. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY. Castex Energy 2005 Holdco, LLC, et al., the above-captioned debtors and debtors in possession (collectively, the “Debtors”), hereby file this Motion in Aid of Confirmation for Entry of an Order (I) Authorizing the Debtors to Assume and Assign Certain Leases and Executory Contracts to Talos Third Coast LLC and (II) Granting Related Relief (the “Motion”), and in support hereof, respectfully state as follows: 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.

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I. JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). Venue is proper in this Court under 28 U.S.C. §§ 1408 and 1409. 2. The statutory predicates for the relief requested this Motion are sections 105(a) and 365(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rules 6006 and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rules 1075-1 and 9013-1 of the Bankruptcy Local Rules for the Southern District of Texas (the “Bankruptcy Local Rules”), and the Procedures for Complex Chapter 11 Cases in the Southern District of Texas (the “Complex Case Procedures”). II. BACKGROUND 3. On February 26, 2021 (the “Petition Date”), the Debtors filed voluntary petitions for relief (the “Chapter 11 Cases”) under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”). 4. Pursuant to Bankruptcy Code sections 1107(a) and 1108, the Debtors are operating their businesses and managing their property as debtors in possession. The United States Trustee for the Southern District of Texas appointed an Official Committee of Unsecured Creditors on March 10, 2021 [ECF # 75]. No request has been made for the appointment of a trustee or examiner. 5. The Debtors are engaged in the exploration, development, production and acquisition of oil and natural gas properties located in the Gulf of Mexico, state waters of Louisiana, onshore Louisiana, and onshore Texas. As of the Petition Date, the Debtors owned interests in approximately 182 oil, gas, and related wells, and have estimated proven reserves of

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approximately 2.3 MMBO (oil and gas condensate) and 38.5 BCFE (natural gas). The Debtors are also a party to numerous joint operating agreements, joint development agreements, exploration agreements, and area of mutual interest agreements, and own interests in certain fee lands. 6. On June 3, 2021, the Debtors filed their Fourth Amended Joint Chapter 11 Plan [ECF # 307] (the “Plan”). 7. On June 7, 2021, the Court entered the Order Confirming Fourth Amended Joint Chapter 11 Plan [ECF #324] (the “Confirmation Order”).2 III. RELIEF REQUESTED 8. By this Motion, the Debtors seek entry of an order (the “Order”), substantially in the form submitted herewith: (i) authorizing the Debtors to assume and assign those certain Executory Contracts and Unexpired Leases set forth in Exhibit A (collectively, the “Contracts”) to Talos Third Coast LLC (“Talos”) effective nunc pro tunc to the Effective Date of the Plan; and (ii) granting related relief. IV. BASIS FOR RELIEF REQUESTED A. Assumption and Assignment of the Contracts is an Exercise of the Debtors’ Sound Business Judgment. 9. Section 365(a) of the Bankruptcy Code provides that a debtor in possession “may assume or reject any executory contract or unexpired lease of the debtor” subject to the court’s approval. 11 U.S.C. § 365(a). Courts in the Fifth Circuit generally authorize debtors to assume or reject executory contracts and unexpired leases where the debtors appropriately exercise their 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan or Confirmation Order, as applicable.

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“business judgment.” See Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1308 (5th Cir. 1985) (holding that the standard to assume a lease was the business judgment standard). 10. Other parties generally should not be permitted to second-guess a debtor’s business judgment concerning the assumption or rejection of an executory contract or unexpired lease. The “business judgment” test merely requires a showing that either assumption or rejection of the executory contract or unexpired lease will benefit the debtor’s estate. See In re Stable Mews Assoc., Inc., 41 B.R. 594, 596 (Bankr. S.D.N.Y. 1984) (citations omitted) (holding that the business judgment rule provides “flexibility to a trustee” and requires only that the trustee “demonstrate that the rejection of the executory contract will benefit the estate.”); In re Trans World Airlines, 261 B.R. 103, 121 (Bankr. D. Del. 2003) (“A debtor’s decision to reject an executory contract must be summarily affirmed unless it is the product of ‘bad faith, or whim or caprice.’”) (quoting In re Wheeling-Pittsburgh Steel Corp., 72 B.R. 845, 849–50 (Bankr. W.D. Pa. 1987). 11. The Debtors submit that assumption and assignment of the Contracts to Talos is well within the Debtors’ business judgment and is in the best interest of their estates. The Debtors’ Plan provides for a sale and transfer of the Debtors’ interests in MP270A (the “MP270A Sale”) free and clear of all liens, claims and interests in accordance with section 363 of the Bankruptcy Code and Bankruptcy Rule 9019. The MP270A Sale was authorized by the Court in the Confirmation Order and was demonstrated by the Debtors to be in the best interest of the Debtors and all parties in interest. See Confirmation Order ¶ 78. In order to effectuate the MP270A Sale, the Debtors must transfer their interests in the Contracts and doing so is an essential requirement of the MP270A Sale. See Settlement Term Sheet, attached to Plan as Exhibit E. Accordingly,

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assumption and assignment of the Contracts to Talos effective nunc pro tunc to the Effective Date of the Plan is in the best interests of the Debtors, their estates, and their creditors. B. The Debtors Have Satisfied the Adequate Assurance Requirements of Section 365 of the Bankruptcy Code. 12. Pursuant to section 365(b)(1)(A) of the Bankruptcy Code, a debtor may not assume an executory contract or unexpired lease unless, at the time of assumption, the debtor cures or provides adequate assurance that the debtor will promptly cure any existing default. See 11 U.S.C. § 365(b)(1)(A); see also In re Liljeberg Enters., Inc., 304 F.3d 410, 444 (5th Cir. 2002) (holding that the debtor must provide adequate assurance that it will cure the default amount); L.R.S.C. Co. v. Rickel Home Ctrs. Inc., 209 F.3d 291, 298 (3d Cir. 2000) (finding that that the debtor must cure defaults or provide adequate assurance of prompt cure); In re DBSI, Inc., 405 B.R. 698, 704 (Bankr. D. Del. 2009) (same); In re Rowland, 292 B.R. 815, 818 (Bankr. E.D. Pa. 2003) (“There is no dispute that in order for a debtor to assume an executory contract, it must cure existing defaults.”). Further, pursuant to section 365(b)(1)(C) of the Bankruptcy Code, if a default is outstanding, a debtor seeking to assume an executory contract or unexpired lease must provide adequate assurance of future performance under such contract or lease. 13. Here, the Debtors submit that there are no outstanding obligations under the Contracts. As such, the Debtors assert that there are no outstanding defaults and no cure amounts due with respect to the Contracts, and, accordingly, no additional adequate assurance is required for the assumption and assignment to Talos. 14. For the foregoing reasons, the Debtors assert that they have satisfied all requirements for the Debtors to assume and assign the Contracts to Talos pursuant to section 365 of the Bankruptcy Code and request that this Court authorize such assumption and assignment.

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V. OBJECTIONS 15. Any objections to this Motion must be filed no later than twenty-one (21) calendar days from the date the Debtors enter this Motion. If a counterparty to the Contracts does not file an objection by the deadline set forth herein, then such counterparties to the Contracts will: (a) be forever barred from objecting to the cure amounts identified with respect to such Contracts, and such cure amounts shall be the only amounts necessary under section 365(b) of the Bankruptcy Code to cure all monetary defaults thereunder in connection with assumption by the Debtors and assignment to Talos; (b) be deemed to have consented to the assumption and assignment to Talos; and (c) be forever barred and estopped from asserting or claiming against the Debtors, the Post-Effective Date Debtors, the Liquidating Trust, or Talos, that any additional amounts are due, other defaults exist, other conditions to assignment must be satisfied under such Contracts, or that there is any objection or defense to the assumption and assignment. If an objection is timely filed and served with respect to the Contracts set forth in this Motion, and the relevant parties are unable to resolve the objection, such objection will be adjudicated at such other date and time as may be fixed by this Court. VI. PRAYER WHEREFORE, the Debtors respectfully request that this Court enter an Order, substantially in the form attached hereto, (i) authorizing the Debtors to assume and assign those certain Contracts set forth in Exhibit A to Talos Third Coast LLC effective nunc pro tunc to the Effective Date of the Plan; and (ii) granting the Debtors such other and further relief as the Court may deem just and proper.

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Respectfully submitted on the 30th day of June, 2021. OKIN ADAMS LLP By: /s/ Matthew S. Okin Matthew S. Okin Texas Bar No. 00784695 Email: mokin@okinadams.com David L. Curry, Jr. Texas Bar No. 24065107 Email: dcurry@okinadams.com Ryan A. O’Connor Texas Bar No. 24098190 Email: roconnor@okinadams.com 1113 Vine St., Suite 240 Houston, TX 77002 Tel: (713) 228-4100 Fax: (888) 865-2118 ATTORNEYS FOR THE DEBTORS CERTIFICATE OF SERVICE I hereby certify that on June 30, 2021, a true and correct copy of the foregoing Motion was served via the Court’s CM/ECF system to all parties consenting to service through the same. By: /s/ Matthew S. Okin Matthew S. Okin

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