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Full title: Final Application for Compensation for Thompson & Knight, LLP as Special Counsel for the Debtors for Steven J Levitt, Special Counsel, Period: 2/26/2021 to 6/30/2021, Fee: $176545.50, Expenses: $0, for Castex Energy 2005 Holdco, LLC, Special Counsel, Period: 2/26/2021 to 6/30/2021, Fee: $176545.50, Expenses: $0. Objections/Request for Hearing Due in 21 days. Filed by Debtor Castex Energy 2005 Holdco, LLC (Attachments: # 1 Exhibit A - Services by Task Code # 2 Exhibit B - Services by Professional # 3 Exhibit C - Invoice # 4 Exhibit D - Employment Order # 5 Exhibit E - Proposed Order) (Levitt, Steven) (Entered: 07/30/2021)
Document posted on Jul 29, 2021 in the bankruptcy, 19 pages and 0 tables.
Bankrupt11 Summary (Automatically Generated)
The statutory predicate for the relief requested in this Application is 11 U.S.C. §§ 327(e), 328, and 330, as complemented by Rule 2016-1 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Local Rules 2014-1 and 2016-1 of the Bankruptcy Local Rules, the Procedures for Complex Chapter 11 Cases in the Southern District of Texas (the “Complex Case Procedures”), and the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the “US Trustee Guidelines”).Except to the extent previously disclosed, TK has received no payment, and no promises for payment, from any source other than the Debtors, for services provided in these Cases. 22.Among other things, during the Fee Period, TK assisted the Debtors in (a) preparing various first day motions, which stabilized the Debtors’ business operations; (b) various oil and gas, regulatory, governance, and other issues relating to the Debtors’ Plan and the settlements embodied therein, and (c) the Surety Litigation.The current state of the oil and gas market (as well as the global coronavirus pandemic) have added substantial complexity in these Cases, and the Debtors and their professionals (including TK) have gone above and beyond to obtain the maximum return possible given such circumstances.As TK was required to provide services during a compressed time period, preclusion of other employment during the period of these Cases is a consideration that the Court should take into account in considering the merits of this Application.
List of Tables
Document ContentsIN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § CASTEX ENERGY 2005 HOLDCO, § Case No. 21-30710 (MI) LLC, et al., § § (Jointly Administered) Debtors.1 § § FIRST AND FINAL FEE APPLICATION OF THOMPSON & KNIGHT LLP2
|Name of Applicant:||Thompson & Knight LLP|
|Applicant’s Role in Case:||Special Counsel for Debtors|
|Date Order of Employment Signed:||None|
|Time period covered by this First and Final
|Time period(s) covered by prior Interim Fee
|None||End of Period|
|None||June 30, 2021|
|Total fees requested in this Final Application:||$176,545.50|
|Total professional fees requested in this Final Application:||$175,097.50|
|Total actual professional hours covered by this Final Application:||230.5|
|Average hourly rate for professionals covered by this Final
|Total paraprofessional fees requested in this Final Application:||$1,448.00|
|Total actual paraprofessional hours covered by this Final
|Average hourly rate for paraprofessionals covered by this Final
|Reimbursable expenses sought in this application covered by this
|Total to be Paid to Priority Unsecured Creditors:||100%|
|Anticipated % Dividend to Priority Unsecured Creditors:||100%|
|Total to be Paid to General Unsecured Creditors:||Approximately
$3.3 to 4.1 million
Analysis at Dkt. No.
|Anticipated % Dividend to General Unsecured Creditors:||Approximately
Analysis at Dkt. No.
|Indicate whether plan has been confirmed:||Yes [Dkt. No. 324]|
2IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § CASTEX ENERGY 2005 HOLDCO, § Case No. 21-30710 (MI) LLC, et al., § § (Jointly Administered) Debtors.3 § § FIRST AND FINAL FEE APPLICATION OF THOMPSON & KNIGHT LLP FOR THE PERIOD FEBRUARY 26, 2021 TO JUNE 30, 2021 This application seeks an order that may adversely affect you. If you oppose the application, 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 application 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 application 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 application at the hearing. Represented parties should act through their attorney. Thompson & Knight LLP (“TK”),4 special counsel for Castex Energy 2005 Holdco, LLC and its affiliates (“Castex” or the “Debtors”), submits this First and Final Fee Application (the “Application”)5 for allowance and payment of compensation for professional services provided from February 26, 2021 through, and including, June 30, 2021 (the “Fee Period”). 3 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. 4 On August 1, 2021, TK is scheduled to merge with, and assume the name of, Holland & Knight, LLP. 5 All capitalized terms not defined herein shall have the meaning ascribed in the Application of the Debtors to Employ Thompson & Knight as Special Counsel to the Debtors [Dkt. No. 122] (the “TK Employment Application”).
3SUMMARY OF APPLICATION 1. By this Application, TK seeks final allowance and approval for professional services for the Fee Period in the amount of $176,545.50 and reimbursement of out-of-pocket expenses incurred in the amount of $0.00 for a total requested amount of $176,545.50; and (b) payment of the unpaid portion of fees and expenses, after the application of the $100,000.00 retainer that TK is currently holding,6 which currently amounts to $76,545.50. PRELIMINARY STATEMENT 2. Since 2019, TK served as the Debtors’ general corporate counsel, advising the Debtors in connection with numerous prepetition transactions, representing the Debtors in certain litigation, and providing advice regarding various oil and gas, regulatory, governance, and other matters. Prior to the Petition Date (as defined below), TK also represented the Debtors in connection with a variety of restructuring matters, including the consideration of a number of strategic alternatives and provided assistance to the Debtors in connection with the preparation for filing these Chapter 11 cases, including drafting a number of ‘first day’ pleadings. 3. Since the Petition Date, TK has served as special and conflicts counsel for the Debtors, and continued to provide advice regarding, among other things, various oil and gas, regulatory, governance, and other issues relating to, among other things, the Debtors’ plan of reorganization and the settlements embodied therein. 6 As disclosed in the TK Employment Application and Bennett Declaration (as defined below), TK is holding a $100,000 retainer, paid prior to the Petition Date, in its IOLTA account to be applied, pending further Court order, to its allowed fees and expenses. Accordingly, by this Application, TK seeks an order authorizing TK to apply the retainer to the payment of its allowed fees and ordering the Debtors to pay the remainder of its allowed claim to TK pursuant to the Plan.
44. By this Application, TK asks that the Court allow a claim in favor of TK in the amount of $176,545.50 of fees and $0.00 in expenses which reflects the value of legal services provided by TK to the Debtors. JURISDICTION AND VENUE 5. This Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C. §§ 1334 and 157. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2) (A) and (B). 6. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 7. The statutory predicate for the relief requested in this Application is 11 U.S.C. §§ 327(e), 328, and 330, as complemented by Rule 2016-1 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Local Rules 2014-1 and 2016-1 of the Bankruptcy Local Rules, the Procedures for Complex Chapter 11 Cases in the Southern District of Texas (the “Complex Case Procedures”), and the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the “US Trustee Guidelines”). PROCEDURAL BACKGROUND 8. On February 26, 2021 (the “Petition Date”), each of the Debtors commenced with the Court a voluntary case under chapter 11 of title 11 of the United State Code (“the Bankruptcy Code”). The Debtors are authorized to continue to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. These Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). 9. No party has requested the appointment of a trustee or examiner. On March 10, 2021, the Office of the United States Trustee for the Southern District of Texas (the “U.S. Trustee”) appointed a statutory committee of unsecured creditors (the “Committee”) [Dkt. No. 75].
5FACTUAL BACKGROUND 10. The Debtors, which maintain their headquarters in Houston, Texas, 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. Additional information regarding the Debtors’ business, capital structure, and the circumstances leading to the commencement of these Chapter 11 Cases is set forth in the Declaration of Douglas J. Brickley, Chief Restructuring Officer of the Debtors, in Support of Chapter 11 Petitions and First Day Motions [Dkt. No. 13] (the “First Day Declaration”). 11. On June 3, 2021, the Debtors filed their Fourth Amended Joint Chapter 11 Plan [Dkt. No. 307] (the “Plan”). 12. On June 7, 2021, the Court entered its Order Confirming Fourth Amended Joint Chapter 11 Plan [Dkt. No. 324] (the “Confirmation Order”). 13. Pursuant to the Plan, the Debtors, among other things, settled and resolved numerous claims and disputes and established a liquidating trust to, among other things, provide for the plugging, abandonment, and decommissioning of various oil and gas properties in which the Debtors have an interest. TK RETENTION 14. On March 26, 2021, the Debtors filed the TK Employment Application. In support of the TK Employment Application, the Debtors filed the Declaration of David Bennett [Dkt. No. 122-1] (the “Bennett Declaration”). 15. On April 26, 2021, this Court entered its Order Authorizing Employment of Thompson & Knight LLP as Special Counsel to Debtors [Dkt. No. 213] (the “TK Employment Order”) nunc pro tunc as of the Petition Date, attached as Exhibit D and incorporated by reference. The TK Employment Order authorizes the Debtors to compensate and reimburse TK in accordance
6with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court, and the Fee Procedures Order (defined below). The TK Employment Order also authorizes the Debtors to compensate TK at TK’s hourly rates normally charged for services of this type and to reimburse TK for TK’s actual and necessary out-of-pocket expenses incurred, subject to Court approval. The particular terms of TK’s engagement are detailed in the engagement letter by and between TK and the Debtors (the “Engagement Letter”). 16. As disclosed in the TK Employment Application and Bennett Declaration, TK is holding a $100,000 retainer, paid prior to the Petition Date, in its IOLTA account to be applied, pending further Court order, to its allowed fees and expenses. Accordingly, by this Application, TK seeks an order authorizing TK to apply the retainer to the payment of its allowed fees and ordering the Debtors to pay the remainder of its allowed claim to TK pursuant to the Plan. 17. The TK Employment Order authorizes TK to provide legal services and advice relating to: a. Any matters for which the Castex General Counsel has a conflict of interest if the chief restructuring officer (the “CRO”) or other duly authorized representative specifically requests that TK take on the representation of the Debtors in connection with such matter, so long as TK does not have a conflict of interest; b. Matters arising from, or relating to, the Debtors prior chapter 11 cases, In re Castex Energy Partners, L.P., et. al., which were jointly administered case number 17-35835 in the Bankruptcy Court for the Southern District of Texas, for which a plan of reorganization was confirmed by order entered on February 27, 2018 [Dkt. No. 448 in Case No. 17-35835]; c. Assistance with, or representation of, the Debtors in connection with respect to Cause No. 2020-78940; U.S. Specialty Insurance Company v. Castex Offshore LLC n/k/a Castex Offshore, Inc., et al.; In the 269th Judicial District Court of Harris County, Texas (the “Surety Litigation”), and any other adversary proceeding or contested matter relating to the Surety Litigation; d. Any other matter relating to any surety bond that was posted by or for the benefit of the Debtors prior to the Petition Date;
7e. Assistance with, or representation of, the Debtors with general corporate and securities matters, tax and related issues; f. Providing background information and advice relating to the preparation of any disclosure statement or plan of reorganization, and/or obtaining confirmation of any plan of reorganization, including drafting any portion thereof, or any related documents, and participating in hearings in the Court related to such matters, but only as specifically directed by the CRO or other duly authorized representative of the Debtors; g. Representation of the Debtors in connection with any oil and gas matters and issues, including, without limitation, analysis and advice related to any aspect of the Debtors’ oil and gas operations, related documents of title, contracts governing the operation of, and production from, such oil and gas properties, and analysis and advice concerning applicable state and federal law and regulations, but only as specifically requested to do so by the CRO or other duly authorized representative of the Debtors; h. Analysis of potential liabilities of the Debtors for plugging and abandonment, demobilization, and other similar liabilities related to the Castex Companies’ oil and gas properties and related production therefrom (“P&A Liabilities”), and assistance with resolution or funding those of those liabilities, in connection with a plan of reorganization in these Chapter 11 Cases or otherwise, but only as specifically directed by the CRO or other duly authorized representative of the Debtors; and i. Assistance with, or representation of, the Debtors with respect to such other matters relating to these Chapter 11 Cases as specifically directed by the CRO or other duly authorized representative of the Debtors. 18. On April 13, 2021, this Court established procedures for monthly and interim compensation and reimbursement of professionals by entering its Order Approving Procedures for the Interim Compensation and Reimbursement of Expenses of Professionals [Dkt. No. 92] (the “Fee Procedures Order”). TK’s Connections to Parties-in-Interest 19. To the best of the Debtors’ knowledge, and as disclosed in the Bennett Declaration, neither TK nor its attorneys hold any interest adverse to the Debtors or their estates with respect to the matter for which TK is to be employed within the meaning of section 327(e) of the Bankruptcy Code except as may be set forth in the Bennett Declaration.
820. TK has fully and finally performed the services for which it is seeking compensation on the Debtors’ behalf and its estate, and not on behalf of any committee, creditor, or other entity. PAYMENTS DURING THE FEE PERIOD 21. Except to the extent previously disclosed, TK has received no payment, and no promises for payment, from any source other than the Debtors, for services provided in these Cases. 22. Pursuant to Bankruptcy Rule 2016(b), TK has not shared, nor has TK agreed to share, any compensation (a) it has received or may receive with another party or person other than with the partners, counsel, and associates of TK; or (b) another person or party has received or may receive. 23. This Fee Application has been prepared in accordance with the Fee Procedures Order. FEE AND EXPENSE OVERVIEW 24. To reduce costs, TK has not previously submitted any fee statements or interim fee applications. Accordingly, TK has not yet received any compensation or expense reimbursement for the Fee Period. General nature of services during the Fee Period 25. The total value of fees for professional services rendered by TK to the Debtors during the Fee Period was $176,545.50. A summary of the professional services rendered by project task code during the Fee Period is attached as Exhibit A. A listing of the number of hours, hourly rates, and total value of services expended by the professionals and paraprofessionals who performed services for the Debtors during the Fee Period is attached as Exhibit B.
926. The compensation sought by TK is based upon the normal hourly rates of professionals working on this type of bankruptcy case. Time entries cited on Exhibit A and Exhibit B are in increments of one-tenth of an hour. The time entries do not involve value billing for a particular project or service or a set fee for a particular task. 27. TK’s time entries reflect actual hours spent that were necessary and appropriate to achieve the numerous tangible benefits provided to the Debtor, its estate, and creditors. The hourly rates charged by each TK professional are the actual rates charged in connection with similar engagements and to other clients of the firm. TK has reviewed its billings, and, in such review, has exercised appropriate judgments in an effort to ensure that time and expenses are properly billed and billing adjustments are properly made before generating invoices and filing this Application. Uniform task-based bankruptcy billing code project summaries 28. TK’s time entries, attached as Exhibit C, provide a detailed breakdown by project billing code categories, consistent with the U.S. Trustee’s Uniform Task-Based Bankruptcy Billing Codes. TK has categorized each professional project or task for which compensation is sought, and has made every effort during these Cases to be consistent in its use of the project categories. 29. The following paragraphs generally describe the services provided under each of the project categories under the Uniform Task-Based Bankruptcy Billing Code System and provide combined hourly totals and fee amounts in accordance with local practice and the guidelines and rules established by this Court. a. Plan and Disclosure Statement Matters. This category involved assisting and advising the Debtors in connection with various iterations of the Plan and disclosure statement, and the numerous settlements embodied therein, including with respect to various oil and gas, regulatory, governance, and other issues relating to the Plan. Approximately 154.8 hours were spent in this category for a fee of $120,762.50
10b. Case Administration. This category includes general bankruptcy services and case management on behalf of the Debtors that do not fit in other categories. The time entries in this category include general work matters relating to the administration of the bankruptcy case, review of correspondence, and review of pleadings. Approximately 18.2 hours were spent in this category for a total fee of $11,275.00 c. Fee/Employment Applications. This category includes work performed relating to preparing and assisting in the preparation of TK’ employment application and this fee application. Approximately 27.7 hours were spent in this category for a total fee of $16,333.00. d. Other Contested Matters. This category includes time spent analyzing all other motions, opposition to motions and reply memoranda in support of motions. Approximately 33.9 hours were spent in this category for a fee of $27,301.00. 30. The fees and expenses requested by this Application reflect TK’s comprehensive time and effort expended in addressing the issues that have arisen during these Cases. Award Considerations 31. TK submits that its request for compensation for professional services is reasonable, applying the applicable factors for determining appropriate compensation of professionals in bankruptcy cases in the Fifth Circuit. Factors Used to Consider Reasonableness of Fees 32. Under section 330(a)(1) of the Bankruptcy Code, after notice to the parties-in-interest and a hearing, the court may award a professional with “(A) reasonable compensation for actual, necessary services rendered by . . . the professional person . . .; and (B) reimbursement for actual, necessary expenses.” 11 U.S.C. § 330(a)(1)(A)–(B). This is a liberal standard of compensation that marks a sharp cleavage from past practices under the former Bankruptcy Act. In re Woerner, 783 F.3d 266, 274 (5th Cir. 2015) (“When congress enacted § 330 in 1978, it relaxed the previously stringent standard that bankruptcy courts applied in reviewing professional fee awards.”).
1133. Under the Bankruptcy Code, benefit to the estate can be either monetary or non-monetary, as long as the services rendered “foster and enhance, rather than retard or interrupt the progress of reorganization.” In re James Contracting Group, Inc., 120 B.R. 868, 872 (Bankr. N.D. Ohio 1990). Necessary services have always included services that aid in the administration of the case and help in fulfillment of the duties imposed by bankruptcy law, whether or not those services result in a monetary benefit to an estate. In re Asarco LLC, No. 05-21207, 2011 Bankr. LEXIS 5487, at *62 (Bankr. S.D. Tex. 2011) (citing In re Cyrus II Partnerships, No. 05-39857, 2009 WL 2855725, at *5 n.5 (Bankr. S.D. 2009) (“[A] service may 'benefit the estate' under [the Fifth Circuit’s standard] even though the service did not directly result in a quantifiable or monetary benefit.”); see also In re Lifschultz Fast Freight, Inc., 140 B.R. 482, 486–87 (Bankr. N.D. Ill. 1992). 34. Under section 330(a)(3), in determining the reasonable compensation to be awarded to a professional, a court shall consider: (A) the time spent on such services; (B) the rate charged for such services; (C) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; (D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; (E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. See In re Woerner, 783 F.3d 266, 272 (5th Cir. 2015).
1235. The professional person seeking the payment of fees must prove the “reasonableness” of those fees by a preponderance of the evidence. In re James Contracting Group, Inc., 120 B.R. at 872; In re Hutter Constr. Co., Inc., 126 B.R. 1005, 1011 (Bankr. E.D. Wis. 1991). A court’s exercise of discretion in determining the award will not be disturbed by an appellate court absent a showing of abuse of discretion. In re Mirant Corp., 308 Fed. App’x. 824, 828 (5th Cir. 2009); Herrera v. Dishon, No. 4:15-CV-227, 2016 WL 7337577 at *2 (S.D. Tex. 2016). An abuse of discretion may be found by an appellate court where the bankruptcy court utilizes improper standards or procedures in determining fees. Neville v. Efaula Bank & Trust Co. (In re U.S. Golf Corp.), 639 F.2d 1197, 1201 (5th Cir. 1981). 36. This Application is submitted pursuant to 11 U.S.C. §§ 327, 328 and 330(a)(1), and it incorporates the mandatory factors Congress requires courts to evaluate under 11 U.S.C. § 330. Detailed Application of the Factors Enumerated in 11 U.S.C. § 330. 37. 11 U.S.C. § 330(a)(3)(A) - The time spent on such services. TK has expended an aggregate of 238.4 hours in the representation of the Debtors during the Fee Period. The total number of hours expended in the representation are reasonable under the circumstances and necessary for the proper representation of the Debtors. TK’s time records are recorded contemporaneously with the rendition of the services, and those daily records are reviewed monthly. TK used professionals and paraprofessionals in these Cases in various capacities and areas of expertise and with varying degrees of experience, whose efforts are fully reflected on Exhibits A through D. TK asserts that the legal services expended on the Debtors’ behalf were provided as efficiently as possible under the circumstances of these Cases. 38. 11 U.S.C. § 330(a)(3)(B) - The rate charged for such services. The hourly rates listed on Exhibit B for which compensation is requested are similar to the customary and usual fees charged by TK professionals to their clients. Based on TK’s experience and knowledge of
13similar cases, the rates agreed to in these Cases are generally equivalent to or less than the rates charged by other full service law firms for the services rendered by the professionals and paraprofessionals involved and the level of expertise required for the challenges faced in these Cases. 39. 11 U.S.C. § 330(a)(3)(C) - Whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title. TK submits that its efforts, which are described in this Application, have delivered and continue to deliver benefits to the Debtors, their creditors and these estates. The Debtors’ professionals, including TK, have achieved substantial results in these Cases despite difficult and in many ways unprecedented circumstances. Among other things, during the Fee Period, TK assisted the Debtors in (a) preparing various first day motions, which stabilized the Debtors’ business operations; (b) various oil and gas, regulatory, governance, and other issues relating to the Debtors’ Plan and the settlements embodied therein, and (c) the Surety Litigation. 40. In sum, the Debtors, with the assistance of TK, made the best of extremely difficult circumstances, which was evidenced by the consensual confirmation of the Debtors’ Plan. 41. Accordingly, TK has diligently represented the interests of the Debtors’ stakeholders to preserve value and provide the maximum return possible to all stakeholders given the extremely challenging market conditions facing oil and gas companies generally. 42. 11 U.S.C. § 330(a)(3)(D) - Whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed. The current state of the oil and gas market (as well as the global coronavirus pandemic) have added substantial complexity in these Cases, and the Debtors and
14their professionals (including TK) have gone above and beyond to obtain the maximum return possible given such circumstances. In spite of the complex issues the Debtors faced in these Cases to date, the time spent handling each discrete issue was reasonable in light of the challenges presented. 43. 11 U.S.C. § 330(a)(3)(E) - With respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field. TK is well-known for its expertise in the bankruptcy field. Specifically, David M. Bennett, the attorney primarily responsible for this engagement, has substantial experience in bankruptcy and restructuring matters. David Bennett, among other things, currently serves as the TK’s Bankruptcy and Restructuring Practice Leader, has been named one of the “Best Lawyers in America” by Woodward/White Inc. for Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law, Litigation-Bankruptcy from 2006 through 2020, and has substantial experience with oil and gas bankruptcies. Every professional who has worked on these Cases has expertise in his/her respective field, and has competently and efficiently provided the services necessary to shepherd the Debtors through the bankruptcy process. 44. 11 U.S.C. § 330(a)(3)(F) - Whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. Every effort has been made to assign work to the required level of competence, but at as low an hourly rate as was possible. The requested award of compensation is similar to or less than that which would be charged by other persons or firms. The Court’s Ability to Adjust Compensation Using the Johnson Factors. 45. Additionally, in considering the reasonableness of any fee awards, this Court has also considered what it refers to as the Johnson factors. In re 1002 Gemini Interests LLC, No. 11-
1538815, 2015 WL 913542 at *2 (Bankr. S.D. Tex. 2015) (“A bankruptcy court has the discretion to adjust the lodestar amount upwards or downwards in light of its analysis of the Johnson Factors.”). While some of the Johnson factors overlap with the factors enumerated in section 330 of the Bankruptcy Code, additional factors this Court can consider in awarding compensation include: (1) the novelty and difficulty of the questions; (2) the skill requisite to perform the legal service properly; (3) the preclusion of other employment by the attorney due to acceptance of the case; (4) whether the fee is fixed or contingent; (5) time limitations imposed by the client or other circumstances; (6) the amount involved and the results obtained; (7) the “undesirability” of the case; (8) the nature and length of the professional relationship with the client. Id. Here, TK believes that each Johnson factor is either neutral or weighs in favor of awarding the fees requested. 46. The novelty and difficulty of the questions presented in this case. These Cases have required quick analysis of many complicated and complex issues and transactions, particularly with respect to the Debtors’ P&A Liabilities. TK’s prepetition work for the Debtors and their knowledge of the Debtors’ assets, liabilities (including regulatory liabilities), and prepetition transactions with key stakeholders such as Castex Energy Inc. (“CEI”) and Talos Third Coast LLC (“Talos”) were instrumental in the preparation of the Debtors’ Plan and the negotiation of the settlements contained therein. TK submits that the amount of the fees requested herein is reasonable in light of the complexity and difficulty of the issues that it confronted during these Cases. 47. The skill requisite to perform legal services properly. TK has demonstrated the requisite skill and professional competence to respond expeditiously to the myriad of issues presented in these Cases during a very compressed time period.
1648. The preclusion of other employment due to acceptance of the case. TK has continued to represent other clients during these Cases. As TK was required to provide services during a compressed time period, preclusion of other employment during the period of these Cases is a consideration that the Court should take into account in considering the merits of this Application. 49. Contingent nature of the fee. The fees requested in this Application represent TK’s fixed hourly rates and do not represent a contingent fee arrangement. TK’s professionals have put forth time and effort in these matters to achieve as good of an outcome as reasonably possible given the circumstances for the benefit of the stakeholders. 50. Time limitations imposed by the case. The Debtors were required to act within a compressed timeframe to obtain approval of various motions and the Plan. Significantly, the Debtors achieved confirmation of the Plan less than four months after the Petition Date. 51. The amount involved and the results obtained. During the Fee Period, TK worked 238.4 hours. TK respectfully submits that the amount of time expended was reasonable and necessary to achieve the results obtained to date. 52. The undesirability of the case. Other than precluding employment by TK attorneys on other matters during work on these Cases, this element of the Johnson factors is not relevant to this Application. 53. Nature and length of the professional relationship with the client. Since 2019, TK has served as the Debtors’ general corporate counsel, advised the Debtors in connection with numerous transactions, represented the Debtors in certain litigation, and provided advice regarding various oil and gas, regulatory, governance, and other matters as requested by the Debtors from time to time. Accordingly, TK had a productive prior professional relationship with the Debtors
17dating back well before the Petition Date, and therefore had a substantial understanding of the Debtors’ businesses, assets, liabilities (including regulatory liabilities, and prepetition transactions with key stakeholders such as CEI and Talos prior to being engaged in these Cases. Reimbursement of Expenses 54. During the Fee Period, TK did not incur any expenses in connection with its representation of the Debtors. CONCLUSION WHEREFORE, TK respectfully requests that the Court enter an order substantially in the form attached hereto as Exhibit F: (i) granting final approval and allowance of all fees and expenses in the aggregate amount of $176,545.50; (ii) directing the Debtors to pay to TK the unpaid portion of such fees and expenses, after application of the $100,000.00 retainer that TK is currently holding, which currently amounts to $76,545.50; (iii) authorizing and directing the Debtors to pay TK in accordance with the Fee Procedures Order; and (iv) granting such other and further relief as the Court deems just and proper. [remainder of page intentionally left blank]
18Dated: July 30, 2021 Respectfully submitted, THOMPSON & KNIGHT LLP By: /s/ David M. Bennett David M. Bennett Texas Bar No. 02139600 Email: David.Bennett@tklaw.com Steven J. Levitt Texas Bar No. 24092690 Email: Steven.Levitt@tklaw.com 1722 Routh St., Ste. 1500 Dallas, TX 75201 Telephone: 214.969.1700 Facsimile: 214.969.1751 SPECIAL COUNSEL FOR DEBTORS AND DEBTORS-IN-POSSESSION