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Full title: Motion / Reorganized Debtors' Motion for Entry of Final Decree Closing the Chapter 11 Case of Remora Petroleum, L.P. Filed by Interested Party Reorganized Remora Petroleum, L.P. (Attachments: # 1 Proposed Order) (Rovira, Joseph) (Entered: 06/03/2021)

Document posted on Jun 2, 2021 in the bankruptcy, 9 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The above-captioned debtors and debtors in possession (collectively, the “Debtors” or “Reorganized Debtors”, as applicable) respectfully state the following in support of this motion: 1 The Debtors or Reorganized Debtors, as applicable, in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Remora Petroleum, L.P. (4348); Remora Petroleum GP, LLC (4291);The Reorganized Debtors seek entry of a final decree (the “Final Decree”) closing the chapter 11 case of In re Remora Petroleum, L.P., No. 20-34037 (the “Lead Case”) and granting related relief.The bases for the relief requested herein are section 350(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), Rule 3022 of the Federal Rules of Bankruptcy Procedures (the “Bankruptcy Rules”), Rule 9013-1(i) of the Bankruptcy Local Rules for the Southern District of Texas (the “Bankruptcy Local Rules”), and the Procedures for Complex Cases in the Southern District of Texas.On August 12, 2020 (the “Petition Date”), the Debtors filed voluntary petitions in this Court commencing cases for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”).The Debtors’ Chapter 11 Cases (collectively, other than the Lead Case, the “Affiliate Cases” for the “Affiliate Debtors”) were as follows: • Remora Petroleum GP, LLC, Case No. 20-34038; •

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: § Chapter 11 § REMORA PETROLEUM, L.P., et al., § Case No. 20-34037 (DRJ) § Debtors.1 (Jointly Administered) § § REORGANIZED DEBTORS’ MOTION FOR ENTRY OF FINAL DECREE CLOSING THE CHAPTER 11 CASE OF REMORA PETROLEUM, L.P. 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. The above-captioned debtors and debtors in possession (collectively, the “Debtors” or “Reorganized Debtors”, as applicable) respectfully state the following in support of this motion: 1 The Debtors or Reorganized Debtors, as applicable, in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Remora Petroleum, L.P. (4348); Remora Petroleum GP, LLC (4291); Remora Operating CA, LLC (1853); Remora Operating, LLC (7595); and Remora Operating Louisiana, LLC (0662). The location of the Debtors’ main corporate headquarters and the Debtors’ service address is: Building II, 807 Las Cimas Pkwy, Suite 275, Austin, TX 78746.

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RELIEF REQUESTED 1. The Reorganized Debtors seek entry of a final decree (the “Final Decree”) closing the chapter 11 case of In re Remora Petroleum, L.P., No. 20-34037 (the “Lead Case”) and granting related relief. 2. The Reorganized Debtors request that the Court enter the Final Decree on or prior to June 30, 2021, in order to avoid the incurrence of additional reporting or fees owed to the United States Trustee. JURISDICTION AND VENUE 3. The United States Bankruptcy Court for the Southern District of Texas (the “Court”) has jurisdiction to consider this Motion under 28 U.S.C. § 1334. This is a core proceeding under 28 U.S.C. § 157, and this Court may enter a final order consistent with Article III of the United States Constitution. Venue is proper under 28 U.S.C. §§ 1408 and 1409. 4. The bases for the relief requested herein are section 350(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), Rule 3022 of the Federal Rules of Bankruptcy Procedures (the “Bankruptcy Rules”), Rule 9013-1(i) of the Bankruptcy Local Rules for the Southern District of Texas (the “Bankruptcy Local Rules”), and the Procedures for Complex Cases in the Southern District of Texas. BACKGROUND 5. On August 12, 2020 (the “Petition Date”), the Debtors filed voluntary petitions in this Court commencing cases for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). The factual background regarding the Debtors, including their business operations, their capital and debt structures, and the events leading to the filing of the Chapter 11 Cases, is set forth in detail in the Declaration of George B. Peyton V in Support of Debtors’ Chapter 11 Proceedings and First Day Pleadings [Docket No. 18] (the “First Day Declaration”), filed on the

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Petition Date. No trustee or examiner has been requested in the Chapter 11 Cases, and no committees have been appointed. 6. On the Petition Date, the Court entered the Order Directing Joint Administration of Related Chapter 11 Cases [Docket No. 19], including the Lead Case. The Debtors’ Chapter 11 Cases (collectively, other than the Lead Case, the “Affiliate Cases” for the “Affiliate Debtors”) were as follows: • Remora Petroleum GP, LLC, Case No. 20-34038; • Remora Operating CA, LLC, Case No. 20-34039; • Remora Operating, LLC, Case No. 20-34040; and • Remora Operating Louisiana, LLC, Case No. 20-34041. 7. Also on the Petition Date, the Debtors filed their Plan of Reorganization of Remora Petroleum, L.P. and its Affiliated Debtors [Docket No. 21] (as amended, modified, or supplemented, the “Plan”).2 On October 21, 2020, the Court entered the Findings of Fact, Conclusions of Law and Order Confirming the Plan of Reorganization of Remora Petroleum, L.P. and its Affiliated Debtors [Docket No. 194] (the “Confirmation Order”). 8. On November 12, 2020, the Plan was substantially consummated, and the Effective Date (as defined in the Plan) occurred.3 9. On December 30, 2020, the Court entered the Final Decree Closing Certain of the Chapter 11 Cases [Docket No. 236], which closed the Affiliate Cases but left open the Lead Case. The Lead Case was left open to address any outstanding issues in the Chapter 11 Cases, including working with counterparties to resolve any outstanding claims, as needed, and the filing of final fee applications for retained professionals. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan. 3 See Notice of (I) Effective Date of the Plan of Reorganization of Remora Petroleum, L.P. and its Affiliated Debtors and (II) Establishing Deadline for the Filing of Administrative Claims Against the Debtors [Docket No. 210].

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10. The Court has entered orders approving all final fee applications in the Chapter 11 Cases [Docket Nos. 229, 230, and 231]. 11. There are no pending matters before the Court. The Reorganized Debtors have completed their claims resolution process and the Court has entered orders sustaining claim objections [Docket Nos. 300, 301, and 302]. Accordingly, closing the Lead Case is appropriate. BASIS FOR RELIEF I. Entry of a Final Decree in the Lead Case Is Appropriate Under the Circumstances. 12. Section 350(a) of the Bankruptcy Code provides that “[a]fter an estate is fully administered and the court has discharged the trustee, the court shall close the case.” Bankruptcy Rule 3022, which implements section 350 of the Bankruptcy Code, further provides that “[a]fter an estate is fully administered in a chapter 11 reorganization case, the court, on its own motion or on motion of a party in interest, shall enter a final decree closing the case.” Fed. R. Bankr. P. 3022. 13. The term “fully administered” is not defined in the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Local Rules. In re JCP Props. Ltd., 540 B.R. 596, 605 (Bankr. S.D. Tex. 2015) (citing In re SLI, Inc., No. 02-12608, 2005 WL 1668396, at *1 (Bankr. D. Del. June 24, 2005)). The Advisory Committee Note to Bankruptcy Rule 3022 (the “Advisory Committee Note”), however, sets forth the following non-exclusive factors to be considered in determining whether a case has been fully administered: a. whether the order confirming the plan has become final; b. whether deposits required by the plan have been distributed; c. whether the property proposed by the plan to be transferred has been transferred; d. whether the debtor or the successor of the debtor under the plan has assumed the business or the management of the property dealt with by the plan; e. whether payouts under the plan have commenced; and

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f. whether all motions, contested matters, and adversary proceedings have been finally resolved. Fed. R. Bankr. P. 3022, Advisory Committee Note (1991). Courts look “to the advisory committee’s notes on Bankruptcy Rule 3022 in seeking guidance as to the meaning of ‘fully administered.’” See, e.g., JCP Props., 540 B.R. at 605 (observing that factors (3)-(5) correspond “to whether substantial consummation” of the chapter 11 plan has been achieved); In re Valence Tech., Inc., No. 12-11580-CAG, 2014 WL 5320632, at *1 (Bankr. W.D. Tex. Oct. 17, 2014); SLI, Inc., 2005 WL 1668396, at *2; In re Kliegl Bros. Universal Elec. Stage Lighting Co., Inc., 238 B.R. 531, 542 (Bankr. E.D.N.Y. 1999). Not all of the factors need to be present for the Court to enter a final decree. See Valence Tech., 2014 WL 5320632, at *3 (noting that the six Advisory Committee Note factors “are not exhaustive nor must all six be present to establish that a case should be closed”) (citing cases). 14. All of these factors need not be present before a court will enter a final decree. See, e.g., Walnut Assocs., 164 B.R. at 493. For example, pending adversary proceedings do not necessarily preclude a court from entering a final decree. See In re JMPNewcor Int’l, Inc., 225 B.R. 462 (Bankr. N.D. Ill. 1998) (entering a final decree when an adversary proceeding was pending and the debtors still needed to make certain distributions); In re Valence Tech., No. 12-11580-CAG, 2014 WL 5320632, at *4 (W.D. Tex. Oct. 17, 2014) (“[I]t is well-established that ‘[t]he continuation of an adversary proceeding . . . is insufficient by itself to keep a case from being considered ‘fully administered.’”) (citation omitted); In re McClelland, 377 B.R. 446, 453 (S.D.N.Y. 2007) (“Fed. R. Bankr. P. 3022 permits entry of a final decree closing the case ‘[a]fter an estate is fully administered,’ which is not necessarily contingent upon the resolution of stand-alone adversary proceedings”).

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15. Here, the majority of the foregoing factors weigh strongly in favor of closing the Lead Case. Taking each factor in turn here, the Effective Date has occurred, and (a) the Court’s order confirming the Plan is final by virtue of the Confirmation Order entered on October 21, 2020; (b) most distributions to creditors have been made or commenced and, if not, the Plan provides a mechanism for payment; (c) property has vested in the Reorganized Remora Operating under the Plan and any property to be transferred pursuant to the Plan has been transferred; (d) Reorganized Remora Operating has assumed management and operation of the reorganized businesses; (e) Reorganized Remora Operating has fully paid or commenced paying administrative and priority claims under the Plan, including payments to professionals; and (f) no other motions, proceedings or contested matters are pending. 16. While the Reorganized Debtors acknowledge that the payment of certain unsecured claims may still be pending in accordance with the Plan, the Reorganized Debtors submit that such claims will be paid outside the Chapter 11 Cases in accordance with the Bankruptcy Code and the Plan. 17. In addition to weighing the six Advisory Committee Note factors for purposes of determining whether a case has been fully administered, courts also consider whether the plan has been substantially consummated. See JCP Props., 540 B.R. at 605 (noting that “substantial consummation is the pivotal question here to determine the propriety of closing the . . . case by Final Decree.”). Section 1101(2) of the Bankruptcy Code defines “substantial consummation” as the: (a) transfer of all or substantially all of the property proposed by the plan to be transferred; (b) assumption by the debtor or by the successor to the debtor under the plan of the business or of the management of all or substantially all of the property dealt with by the plan; and (c) commencement of distribution under the plan. 11 U.S.C. § 1102(2).

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18. Here, as noted above in the discussion of the Advisory Committee Note factors, the Effective Date has occurred and all three elements under the Bankruptcy Code’s definition of “substantial consummation” are present. Therefore, the Plan has been substantially consummated and the Lead Case has been fully administered. NOTICE 19. Notice of this Motion will be given to: (a) the Office of the United States Trustee for the Southern District of Texas; (b) the holders of the 30 largest unsecured claims against the Debtors (on a consolidated basis); (c) the Prepetition First Lien Agent; (d) the Prepetition Second Lien Agent; (e) counsel to the parties referenced in clauses (c) and (d); (f) the United States Attorney’s Office for the Southern District of Texas; (g) the Internal Revenue Service; (h) the state attorneys general for states in which the Debtors conduct business; and (i) all parties that have requested or that are required to receive notice pursuant to Bankruptcy Rule 2002. The Reorganized Debtors submit that, under the circumstances, no other or further notice is required, the Reorganized Debtors submit that no other or further notice is required or needed under the circumstances. WHEREFORE, the Reorganized Debtors respectfully request that the Court enter the Final Decree, substantially in the form attached hereto, granting the relief requested in this Motion and granting such other and further relief as is appropriate under the circumstances. [Remainder of Page Left Blank Intentionally]

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Respectfully submitted, Dated: June 3, 2021 Houston, Texas HUNTON ANDREWS KURTH LLP /s/ Joseph P. Rovira Timothy A. (“Tad”) Davidson II (TX Bar No. 24012503) Joseph P. Rovira (TX Bar No. 24066008) Catherine A. Diktaban (TX Bar No. 24109810) 600 Travis Street, Suite 4200 Houston, Texas 77002 Tel: (713) 220-4200 Fax: (713) 220-4285 Email: taddavidson@huntonak.com josephrovira@huntonak.com cdiktaban@huntonak.com Counsel for the Debtors and Reorganized Debtors

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CERTIFICATE OF SERVICE I certify that on June 3, 2021, a true and correct copy of this document was served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas on those parties registered to receive electronic notices. /s/ Joseph P. Rovira Joseph P. Rovira

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