IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
--- In re:
SUPERIOR ENERGY SERVICES, INC., et al.,1
Debtors. --- x : : : : : x Chapter 11 Case No. 20-35812 (DRJ) (Jointly Administered)
DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING DEBTORS TO RETAIN AND EMPLOY KPMG LLP TO PROVIDE AUDIT SERVICES EFFECTIVE AS OF THE PETITION DATE
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”) respectfully state the following in support of this application (the “Application”):
1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Superior Energy Services, Inc. (9388), SESI, L.L.C. (4124), Superior Energy Services-North America Services, Inc. (5131), Complete Energy Services, Inc. (9295), Warrior Energy Services Corporation (9424), SPN Well Services, Inc. (2682), Pumpco Energy Services, Inc. (7310), 1105 Peters Road, L.L.C. (4198), Connection Technology, L.L.C. (4128), CSI Technologies, LLC (6936), H.B. Rentals, L.C. (7291), International Snubbing Services, L.L.C. (4134), Stabil Drill Specialties, L.L.C. (4138), Superior Energy Services, L.L.C. (4196), Superior Inspection Services, L.L.C. (4991), Wild Well Control, Inc. (3477), and Workstrings International, L.L.C. (0390). The Debtors’ address is 1001 Louisiana Street, Suite 2900, Houston, Texas 77002.
US-DOCS\119799331.8
¨2¤#Z,4,2 0[«
2
US-DOCS\119799331.8
RELIEF REQUESTED
1. By this Application, the Debtors request entry of an order, substantially in the form attached hereto (the “Order”): (a) authorizing the Debtors to employ and retain KPMG LLP (“KPMG”) to provide audit services to the Debtors in the Chapter 11 Cases (as defined below) in accordance with the terms and conditions set forth in the engagement letter, dated August 7, 2020, as amended by letter agreement, dated October 12, 2020 (the “Engagement Letter”) between Superior Energy Services, Inc. (the “Company”) and KPMG; (b) modifying certain time-keeping requirements; and (c) granting related relief.
2. In support of this Application, the Debtors submit the declaration of Matt A. Malinsky (the “Malinsky Declaration”) attached hereto as Exhibit A and incorporated herein by reference. A copy of the Engagement Letter is attached hereto as Exhibit B.
JURISDICTION AND VENUE
3. The United States Bankruptcy Court for the Southern District of Texas (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and this Court may enter a final order consistent with Article III of the United States Constitution. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
4. The bases for the relief requested herein are sections 327(a) and 328(a) of Title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rules 2014-1 and 2016-1 of the Bankruptcy Local Rules for the Southern District of Texas (the “Bankruptcy Local
3
US-DOCS\119799331.8
Rules”), and the Procedures for Complex Cases in the Southern District of Texas (the “Complex Case Procedures”).
BACKGROUND
5. The Debtors and their indirect subsidiaries are an oilfield services provider headquartered in Houston, Texas, with operations spanning Africa, the Asia Pacific region, Europe, the Middle East, North America, and Latin America. The Debtors’ businesses serve the drilling, completion, and production-related needs of oil and gas companies through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. In particular, the Debtors manufacture, rent, and sell specialized equipment and tools for use with well drilling, completion, production, and workover activities, and offer fluid handling and well servicing rigs. The Debtors also provide coiled tubing services, electric line, slickline, and pressure control tools and services, as well as snubbing and hydraulic workover services.
6. On December 7, 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 Westervelt T. Ballard, Chief Financial
Officer of the Debtors, in Support of Chapter 11 Petitions and First Day Pleadings
[Docket No. 08] (the “First Day Declaration”).2
7. The Debtors continue to manage and operate their businesses as debtors in
2 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the First Day Declaration.
4
US-DOCS\119799331.8
possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been requested in the Chapter 11 Cases, and no committees have been appointed or designated. 8. These Chapter 11 Cases are “prepackaged” cases commenced for the purpose of implementing a restructuring of the Debtors’ liabilities. As of the Petition Date, the Debtors have entered into that certain Amended and Restated Restructuring Support Agreement, dated as of December 4, 2020 (as amended, modified, or supplemented, the “Restructuring Support
Agreement”)3 with holders of approximately 85% of the outstanding principal amount of the
Debtors’ senior unsecured notes (the “Consenting Noteholders”).
9. A plan of reorganization reflecting the terms of the Restructuring Support Agreement (as may be amended, modified, or supplemented, the “Plan”) was filed on the Petition Date, along with a disclosure statement with respect to the Plan (as may be amended, modified, or supplemented, the “Disclosure Statement”). Among other things, the Plan contemplates that all Allowed General Unsecured Claims (as defined in the Plan) against all Debtors other than Superior Energy Services, Inc. (the “Parent”) will be paid in full or will otherwise be unimpaired.
KPMG’S QUALIFICATIONS
10. KPMG is a professional firm providing audit, tax and advisory services. The Debtors have selected KPMG to provide audit and related services because of the firm’s diverse experience and extensive knowledge in the fields of accounting, taxation and operational controls for large sophisticated companies both in chapter 11 as well as outside of chapter 11.
11. The Debtors have employed KPMG since at least 1999. By virtue of its prior engagements, KPMG is familiar with the books, records, financial information and other data
3 The Debtors originally entered in that certain Restructuring Support Agreement, dated as of September 29, 2020, which was amended and restated by the Restructuring Support Agreement.
5
US-DOCS\119799331.8
maintained by the Debtors and is qualified to continue to provide audit and related services to the Debtors. As such, retaining KPMG is an efficient and cost effective manner in which the Debtors may obtain the requisite services.
SCOPE OF SERVICES4
12. The parties have entered into the Engagement Letter, which governs the relationship between KPMG and the Company. The terms and conditions of the Engagement Letter was negotiated at arm’s-length and reflect the parties’ mutual agreement as to the substantial efforts and resources that will be required in connection with KPMG’s engagement.
13. Subject to approval of the Application, pursuant to the audit services engagement letter, dated August 7, 2020, as amended by letter agreement, dated October 12, 2020 (the “Engagement Letter”), which is attached to the Application as Exhibit B, KPMG will provide audit and related services as KPMG and the Debtors shall deem appropriate and feasible in order to advise the Debtors in the course of these cases, including, but not limited to the following:
A. Audit Services
14. Pursuant to the Engagement Letter, the audit services (the “Audit Services”) KPMG will provide to the Debtors include, but are not limited to:
(a) performing an audit of the Debtors’ consolidated balance sheets as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in stockholders’ equity (deficit), comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2020 and the related notes to the financial statements; and
(b) quarterly review procedures for the Debtors’ March 31, 2020, June 30, 2020 and September 30, 2020 quarters.
4 To the extent that there is any conflict between the actual terms of the Engagement Letter (as such may be modified by the Order) and any description or summary of the same herein, the actual terms of the Engagement Letter (as such may be modified by the Order) will control, as the case may be. In addition, any capitalized terms used in any summary of the Engagement Letter herein will have the meanings set forth in the Engagement Letter.
6
US-DOCS\119799331.8
B. Out-of-Scope Services
15. Pursuant to the Engagement Letter, in connection with the Debtors’ restructuring activities or emergence from bankruptcy, KPMG will provide the following out-of-scope services (the “Out-of-Scope Services”) including, but not limited to:
(a) debt-restructuring;
(b) accounting considerations during and on emergence from bankruptcy; (c) fresh-start accounting;
(d) valuation of assets and liabilities on emergence from bankruptcy; (e) income tax matters as a result of bankruptcy; or
(f) other debt restructuring activities as a result of bankruptcy.
16. In addition to the foregoing, KPMG will provide such other consulting, advice, research, planning, and analysis regarding audit and related services as may be necessary, desirable or requested from time to time.5
17. Subject to this Court’s approval of the Application, KPMG is willing to provide audit services and related services to the Debtors and to perform the services described above.
PROFESSIONAL COMPENSATION
18. Subject to Court approval, and in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, the Guidelines for Reviewing Applications for
5 Although, by this Application, the Debtors are seeking to retain KPMG to provide such other consulting, advice, research, planning, analysis regarding audit and related services as may be necessary, desirable or requested from time to time, internal KPMG procedures require that KPMG enter into additional engagement letters for additional work under certain circumstances. To the extent the Debtors request additional services not covered by the Engagement Letter, KPMG and the Debtors may enter into additional engagement letters, as is necessary, and file, for disclosure purposes, such additional engagement letters with the Court. Unless required by the Court, the Debtors and KPMG do not intend to seek separate retention orders with regard to any additional engagement letters. Instead, any additional engagement letters will be filed with the Court and served on the applicable notice parties, absent any objections filed within fourteen (14) days after the filing and service of such supplemental declarations, KPMG’s employment shall continue as authorized pursuant to the proposed Order.
7
US-DOCS\119799331.8
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 “U.S. Trustee Guidelines”), and
any other applicable procedures and orders of the Court, the Company and KPMG have agreed to the following terms of compensation as more fully set forth in the Engagement Letter, and subject thereto (collectively, the “Fee and Expense Structure”):
19. As described below and in the Engagement Letter, KPMG’s requested compensation for professional services rendered to the Debtors will be based upon either fixed fee compensation structures or the hours actually expended by each assigned staff member at each staff member’s hourly billing rate. With respect to hourly fees, in the normal course of KPMG’s business, the hourly rates are subject to periodic increase. To the extent such hourly rates are increased, KPMG requests that, with respect to the work to be performed after such increase, the rates listed below be amended to reflect the increase.6 The Debtors have agreed to compensate
KPMG for professional services rendered at its normal and customary hourly rates, subject to the reductions discussed below.
20. Prior to any increases in KPMG’s rates for any individual retained by KPMG and providing services in these cases, KPMG shall file a supplemental declaration with this Court and provide 10 business days’ notice to the Debtors, counsel to the Ad Hoc Noteholder Group (as defined below) and the U.S. Trustee. The supplemental declaration shall explain the basis for the requested rate increases in accordance with section 330(a)(3)(F) of the Bankruptcy Code and state whether the Debtors have consented to the rate increase. The U.S. Trustee and the Ad Hoc Noteholder Group retain all rights to object to any rate increase on all grounds including the
6 If in connection with any subsequent engagement letters, KPMG is retained to perform additional services at different rates, such rates will be disclosed in connection with the relevant engagement letters. As stated above, KPMG and the Debtors do not intend to seek separate retention orders with regard to any such engagement letters.
8
US-DOCS\119799331.8
reasonableness standard provided for in section 330 of the Bankruptcy Code and all rates and rate increases are subject to review by this Court.
A. Audit Services
21. As described in further detail in the Engagement Letter, KPMG and the Debtors have agreed to fixed fees for services relating to the Audit Services (the “Fixed Fees”). Subject to the Court’s approval and pursuant to the terms and conditions of the Engagement Letter, the remaining amount of the Fixed Fees will be billed as follows:
Date Amount
31-Dec-20 $175,000 31-Jan-21 $165,000
B. Out-of-Scope Services
22. The majority of fees to be charged for Out-of-Scope Services reflect a reduction of approximately 30% from KPMG’s normal and customary rates, depending on the types of services to be rendered.7 The hourly rates for Out-of-Scope Services to be rendered by KPMG and
applicable herein are as follows:
7 In the event fees for Out-of-Scope Services exceed $1.25 million, KPMG will notify the persons at the Debtor specified in the Engagement Letter.
9
US-DOCS\119799331.8
Professional Level Discounted Rate
Partners/Principals $658 -$980 Managing Directors $623 -$952 Senior Managers/Directors $553 -$784 Managers $483 -$728 Senior Associates $431 - $602 Associates $298 - $364
23. KPMG also will seek reimbursement for reasonable, necessary expenses incurred, which shall include meals, lodging, travel, photocopying, delivery service, postage, vendor charges and other out-of-pocket expenses incurred in providing professional services.
24. After consideration of the customary compensation arrangements offered by audit consulting services firms, the Debtors, on behalf of the Company, found the Fee and Expense Structure to be consistent with, and typical of, compensation arrangements entered into by KPMG and other comparable firms in connection with the rendering of similar services under like circumstances. Thus, the Debtors believe that the Fee and Expense Structure is reasonable, market-based, and designed to fairly compensate KPMG for its work in the Chapter 11 Cases.
25. KPMG’s audit expertise will inure to the benefit of the Debtors and their estates, and were important factors in determining the Fee and Expense Structure. Further, the Debtors believe that the ultimate benefit of KPMG’s services derives in substantial part from KPMG’s expertise and experience and cannot be measured by reference to the number of hours to be expended by KPMG’s professionals in the performance of such services. Therefore, the Debtors
10
US-DOCS\119799331.8
believe that the Fee and Expense Structure is reasonable regardless of the number of hours expended by KPMG professionals in the performance of their services.
RECORD KEEPING AND APPLICATIONS FOR COMPENSATION
26. KPMG intends to apply to the Court for the allowance of compensation for professional services rendered and reimbursement of expenses incurred in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, and orders of this Court. KPMG has agreed to accept as compensation such sums as may be allowed by the Court and understands that interim and final fee awards are subject to approval by the Court.
27. It is not the general practice of KPMG to keep detailed records similar to those customarily kept by attorneys. Notwithstanding the foregoing, KPMG intends to file interim and final fee applications for the allowance of compensation for services rendered and reimbursement of expenses incurred in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, the United States Trustee Fee Guidelines, and further orders of the Court.
28. According to KPMG’s books and records, during the 90-day period prior to the Petition Date, KPMG received $929,500.00 from the Debtors for professional services performed and expenses incurred.
29. Except as set forth above regarding Other KPMG Entities, (a) no commitments have been made or received by KPMG with respect to compensation or payment in connection with these cases other than in accordance with the provisions of the Bankruptcy Code, and (b) there is no agreement or understanding between KPMG and any other entity, other than a member,
11
US-DOCS\119799331.8
partner or regular associate of KPMG, for the sharing of compensation received or to be received for services rendered in connection with these proceedings
NO DUPLICATION OF SERVICES
30. The Debtors believe that the services provided by KPMG will not duplicate the services that other professionals will be providing to the Debtors in the Chapter 11 Cases. KPMG will be providing audit services. The Debtors will coordinate with KPMG and the Debtors’ other professionals to minimize unnecessary duplication of efforts among the Debtors’ professionals.
KPMG’S DISINTERESTEDNESS
31. Based upon information supplied by the Debtors or their representatives, KPMG searched the database described below to identify connections or relationships with the individuals and entities listed on Schedule 1 of the Malinsky Declaration.
32. KPMG’s review identified current clients of any KPMG member firm, as well as former clients with engagements in the past three years and potential clients with engagements that have not yet been agreed. This engagement management system identifies not only the clients but other parties whose interests may be adverse to, in conflict with, or potentially negatively impacted by the engagement. Accordingly, the search can identify whether an engagement is adverse to the Debtors or relates to the bankruptcy estates. A summary of the current potential relationships that KPMG was able to identify using its reasonable efforts is reflected in Schedule 2 of the Malinsky Declaration.
33. Except as set forth in the Malinsky Declaration, in particular Schedule 2 of the Malinsky Declaration, (a) KPMG has no connections with the creditors, any other party-in-interest, or their respective attorneys and accountants; and (b) none of the KPMG partners and
12
US-DOCS\119799331.8
professionals working on these chapter 11 cases are relatives of nor have any known connection with the United States Trustee of the Southern District of Texas or of any known employee in the office thereof, or any United States Bankruptcy Judge of the Southern District of Texas.
34. If any new relationships are discovered, KPMG will supplement its disclosure to the Court as required by Bankruptcy Rule 2014(a).
BASIS FOR RELIEF
35. Section 327(a) of the Bankruptcy Code authorizes a debtor in possession to employ professionals that “do not hold or represent an interest adverse to the estate, and that are disinterested persons.” 11 U.S.C. § 327(a). As discussed above, KPMG satisfies the disinterestedness standard of section 327(a).
36. In addition, the Debtors seek approval of the Engagement Letter, including the Fee and Expense Structure set forth therein, pursuant to section 328(a) of the Bankruptcy Code. Section 328(a) provides, in relevant part, that the Debtors “with the court’s approval, may employ or authorize the employment of a professional person under section 327 . . . on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.” 11 U.S.C. § 328(a).
37. Section 328 permits the compensation of professionals, including audit advisors, on more flexible terms that reflect the nature of their services and market conditions. As the United States Court of Appeals for the Fifth Circuit recognized in Donaldson Lufkin & Jenrette Sec. Corp.
v. Nat’l Gypsum Co. (In re Nat’l Gypsum Co.), 123 F.3d 861 (5th Cir. 1997):
Prior to 1978 the most able professionals were often unwilling to work for bankruptcy estates where their compensation would be subject to the uncertainties of what a judge thought the work was worth after it had been done. That uncertainty continues under the present § 330 of the Bankruptcy Code, which provides that the court award to professional consultants “reasonable compensation” based
13
US-DOCS\119799331.8
on relevant factors of time and comparable costs, etc. Under present § 328 the professional may avoid that uncertainty by obtaining court approval of compensation agreed to with the trustee (or debtor or committee).
Id. at 862 (internal citations omitted).
38. As set forth above, notwithstanding approval of the Engagement Letter under section 328(a) of the Bankruptcy Code, KPMG intends to apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Chapter 11 Cases, subject to the Court’s approval and in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, the U.S. Trustee Guidelines, and any other applicable procedures and orders of the Court (to the extent compliance is not waived) and consistent with the Fee and Expense Structure set forth in the Engagement Letter.
39. The Debtors believe that the Fee and Expense Structure set forth in the Engagement Letter appropriately reflect the nature and scope of services to be provided by KPMG in the Chapter 11 Cases, KPMG’s substantial experience with respect to audit services, and the fee structures typically utilized by KPMG and other leading audit consultants that do not bill their clients on an hourly basis.
40. The terms are substantially similar to those which KPMG applies to its other bankruptcy and non-bankruptcy clients for engagements of this size and character. In addition, the terms are similar to those approved by courts in this district. See, e.g., In re EXCO Res. Inc., No. 18-30155 (MI) (Bankr. S.D. Tex. Feb. 22, 2018); In re LINN Energy, LLC, No. 16-60040 (DRJ) (Bankr. S.D. Tex. Jul. 6, 2016); In re Energy XXI, Ltd., No. 16-31928 (DRJ) (Bankr. S.D. Tex. June 7, 2016); In re ATP Oil & Gas Corp., No. 12-36187 (MI) (Bankr. S.D. Tex. Aug. 17, 2012); In re Seahawk Drilling, Inc., No. 11-20089 (RS) (Bankr. S.D. Tex. Feb. 14, 2011).
14
US-DOCS\119799331.8
41. Because the Debtors will require substantial audit assistance and advice with the reorganization process, it is reasonable for the Debtors to seek to employ KPMG to serve as their auditor consultant on the terms and conditions set forth herein. Additionally, the Debtors request that the requirements of the U.S. Trustee Guidelines be tailored to appropriately reflect KPMG’s engagement and its compensation structure. KPMG has requested, pursuant to section 328(a) of the Bankruptcy Code, certain payment of its fees on a fixed-rate basis. As discussed above, KPMG’s restructuring personnel will keep summary time records in one-half hour increments describing their daily activities and the identity of persons who performed such tasks. As such, the Debtors request modification of the requirements of the U.S. Trustee Guidelines.
42. In light of the foregoing, and given the numerous issues that KPMG may be required to address in the performance of its services under the Engagement Letter, KPMG’s commitment to the variable level of time and effort necessary to address all such issues as they arise, and the market prices for KPMG’s services for engagements of this nature, the Debtors believe that the terms and conditions of the Engagement Letter are fair, reasonable, and market-based under the standards set forth in section 328(a) of the Bankruptcy Code.
NOTICE
43. Notice of this Application will be given to: (a) the United States Trustee for the Southern District of Texas (the “U.S. Trustee”); (b) the parties included on the Debtors’ consolidated list of the holders of the 30 largest unsecured claims against the Debtors; (c) counsel to the agent for the Debtors’ prepetition secured asset-based revolving credit facility (the “Prepetition ABL Agent”); (d) counsel to the indenture trustee for the Debtors’ prepetition notes; (e) counsel to that certain ad hoc group of holders of prepetition senior notes (the “Ad Hoc
Noteholder Group”); (f) the United States Attorney’s Office for the Southern District of Texas;
15
US-DOCS\119799331.8
attorneys general for states in which the Debtors conduct business; (j) the Environmental Protection Agency; and (k) all parties that have requested or that are required to receive notice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Debtors submit that no other or further notice is required or needed under the circumstances.
44. A copy of this Application is available on (a) the Court’s website: www.txs.uscourts.gov, and (b) the website maintained by the Debtors’ proposed Claims and Noticing Agent, Kurtzman Carson Consultants LLC, at www.kccllc.net/superior.
16
US-DOCS\119799331.8
WHEREFORE, the Debtors respectfully request entry of the Order granting the relief
requested in the Application and such other and further relief as may be just and proper. Signed: December 18, 2020
Houston, Texas
Respectfully Submitted, /s/ Westervelt T. Ballard, Jr.
Name: Westervelt T. Ballard, Jr.
Title: Executive Vice President, Chief Financial Officer, and Treasurer
CERTIFICATE OF SERVICE
I certify that on December 18, 2020, a true and correct copy of the foregoing 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/ Timothy A. (“Tad”) Davidson II
US-DOCS\119799331.8
Exhibit A Malinsky Declaration
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
) Superior Energy Services, Inc., et al.,1 ) Case No. 20-35812 (DRJ)
)
Debtors. ) (Jointly Administered)
)
DECLARATION OF MATT A. MALINSKY IN SUPPORT OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER
AUTHORIZING RETENTION AND EMPLOYMENT OF KPMG LLP TO PROVIDE AUDIT SERVICES TO THE DEBTORS EFFECTIVE AS OF THE PETITION DATE
I, Matt Malinsky, being duly sworn, deposes and says:
1. I am a Certified Public Accountant and a partner of KPMG LLP, a Delaware limited liability partnership (“KPMG”). I submit this declaration on behalf of KPMG in support of the application (the “Application”)2 of the above-captioned debtors and debtors in possession (the
“Debtors”), for entry of an order, pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rules 2014-1 and 2016-1 of the Bankruptcy Local Rules for the Southern District of Texas (the “Local Rules”), authorizing the Debtors to retain and
1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Superior Energy Services, Inc. (9388), SESI, L.L.C. (4124), Superior Energy Services-North America Services, Inc. (5131), Complete Energy Services, Inc. (9295), Warrior Energy Services Corporation (9424), SPN Well Services, Inc. (2682), Pumpco Energy Services, Inc. (7310), 1105 Peters Road, L.L.C. (4198), Connection Technology, L.L.C. (4128), CSI Technologies, LLC (6936), H.B. Rentals, L.C. (7291), International Snubbing Services, L.L.C. (4134), Stabil Drill Specialties, L.L.C. (4138), Superior Energy Services, L.L.C. (4196), Superior Inspection Services, L.L.C. (4991), Wild Well Control, Inc. (3477), and Workstrings International, L.L.C. (0390). The Debtors’ address is 1001 Louisiana Street, Suite 2900, Houston, Texas 77002.
2 Capitalized terms used herein but not otherwise defined shall have those meanings set forth in the Application.
2
employ KPMG to provide audit and related services to the Debtors effective as of the Petition Date. I have personal knowledge of the matters set forth herein.3
Qualifications of Professionals
2. KPMG is a professional firm providing audit, tax and advisory services. The Debtors have selected KPMG to provide audit and related services because of the firm’s diverse experience and extensive knowledge in the fields of accounting, taxation and operational controls for large sophisticated companies both in chapter 11 as well as outside of chapter 11.
3. The Debtors have employed KPMG since at least 1999. By virtue of its prior engagements, KPMG is familiar with the books, records, financial information and other data maintained by the Debtors and is qualified to continue to provide audit and related services to the Debtors. As such, retaining KPMG is an efficient and cost effective manner in which the Debtors may obtain the requisite services.
Services to be Rendered
4. Subject to approval of the Application, pursuant to the audit services engagement letter, dated August 7, 2020, as amended by letter agreement, dated October 12, 2020 (the “Engagement Letter”), which is attached to the Application as Exhibit B, KPMG will provide audit and related services as KPMG and the Debtors shall deem appropriate and feasible in order to advise the Debtors in the course of these cases, including, but not limited to the following.4 Audit Services
5. Pursuant to the Engagement Letter, the audit services (the “Audit Services”) KPMG will provide to the Debtors include, but are not limited to:
3 Certain of the disclosures herein relate to matters within the knowledge of other professionals at KPMG. 4 If there is any inconsistency between the description of the applicable Engagement Letter and this Declaration, the terms of the applicable Engagement Letter shall control.
3
a. performing an audit of the Debtors’ consolidated balance sheets as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in stockholders’ equity (deficit), comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2020 and the related notes to the financial statements; and
b. quarterly review procedures for the Debtors’ March 31, 2020, June 30, 2020 and September 30, 2020 quarters.
Out-of-Scope Services
6. Pursuant to the Engagement Letter, in connection with the Debtors’ restructuring activities or emergence from bankruptcy, KPMG will provide the following out-of-scope services (the “Out-of-Scope Services”) including, but not limited to:
(a) debt-restructuring;
(b) accounting considerations during and on emergence from bankruptcy; (c) fresh-start accounting;
(d) valuation of assets and liabilities on emergence from bankruptcy; (e) income tax matters as a result of bankruptcy; or
(f) other debt restructuring activities as a result of bankruptcy.
7. In addition to the foregoing, KPMG will provide such other consulting, advice, research, planning, and analysis regarding audit and related services as may be necessary, desirable or requested from time to time.5
5 Although, by this Application, the Debtors are seeking to retain KPMG to provide such other consulting, advice, research, planning, analysis regarding audit and related services as may be necessary, desirable or requested from time to time, internal KPMG procedures require that KPMG enter into additional engagement letters for additional work under certain circumstances. To the extent the Debtors request additional services not covered by the Engagement Letter, KPMG and the Debtors may enter into additional engagement letters, as is necessary, and file, for disclosure purposes, such additional engagement letters with the Court. Unless required by the Court, the Debtors and KPMG do not intend to seek separate retention orders with regard to any additional engagement letters. Instead, any additional engagement letters will be filed with the Court and served on the applicable notice parties, absent any objections filed within fourteen (14) days after the filing and service of such supplemental declarations, KPMG’s employment shall continue as authorized pursuant to the proposed Order.
4
8. Subject to this Court’s approval of the Application, KPMG is willing to provide audit services and related services to the Debtors and to perform the services described above.
Disinterestedness of Professionals
9. Based upon information supplied by the Debtors or their representatives, KPMG searched the database described below to identify connections or relationships with the individuals and entities listed on Schedule 1 attached hereto and incorporated herein.
10. KPMG’s review identified current clients of any KPMG member firm, as well as former clients with engagements in the past three years and potential clients with engagements that have not yet been agreed. This engagement management system identifies not only the clients but other parties whose interests may be adverse to, in conflict with, or potentially negatively impacted by the engagement. Accordingly, the search can identify whether an engagement is adverse to the Debtors or relates to the bankruptcy estates. A summary of the current potential relationships that KPMG was able to identify using its reasonable efforts is reflected in Schedule 2 attached hereto. 11. KPMG is the United States member firm of the KPMG global network of independent member firms affiliated with KPMG International Limited (“KPMG International”), a private English company limited by guarantee. KPMG International is an entity that is legally separate from each member. KPMG International and the member firms are not a global partnership, single firm, multinational corporation, joint venture, or in a principal or agent relationship or partnership with each other. The KPMG International member firm structure reflects the fact that the member firms are not affiliates, subsidiaries, or branch offices of each other or of a global parent. No member firm has any authority to obligate or bind KPMG International any of its related entities or any other member firm vis-à-vis third parties, nor does KPMG International or any of its related entities have any such authority to obligate or bind any
5
member firm. KPMG does not share profits with the other KPMG member firms or with KPMG International.
12. KPMG International acts as the coordinating entity for the overall benefit of the KPMG member firms but does not provide professional services to clients. Professional services to clients are exclusively provided by member firms. KPMG member firms commit to conduct their operations in compliance with a common set of values, standards and service quality expectations. Partners and employees within those firms commit to act with integrity at all times. Each member firm takes responsibility for its management and the quality of its work.
13. While KPMG is a separate and distinct legal entity from all other member firms of KPMG International, in an attempt to identify conflicts among or between KPMG International member firms, KPMG International has a global conflict internal computer database related to the engagement activity or potential engagement activity of such member firms for at least the last three years, that allows KPMG International member firms to identify potential conflicts between other KPMG International member firms. The client database was created to include engagements and prospective engagements of all member firms of the KPMG International network of independent firms and firms and entities controlled by, or under common control with, one or more such member firms (collectively, the “Other KPMG Entities”), and is maintained by the Global Business Operations Office funded by KPMG International. KPMG International has given permission to a limited number of professionals located in the United States to use the system to identify potential conflicts and potentially adverse engagements, while additional professionals are able to use the system to identify connections. For the sake of clarity, the disclosures included herein identify connections with KPMG or any Other KPMG Entities (as explained below), and
6
none of those connections involved an engagement which was adverse to the Debtors or their estates.
14. On an ongoing basis, KPMG will conduct further reviews of its professional contacts as it becomes aware of new parties of interest, as is stated below. To the best of my knowledge and based upon the results of the relationship search described above and disclosed herein, KPMG neither holds nor represents an interest adverse to the Debtors’ estates in accordance with section 327 of the Bankruptcy Code.
15. To the best of my knowledge, KPMG is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, in that, KPMG:
a. is not a creditor, an equity security holder, or an insider of the Debtors; b. is not and was not, within two years before the date of filing of these chapter
11 cases, a director, officer, or employee of the Debtors; and
c. does not have an interest materially adverse to the interest of the Debtors’ estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors or for any other reason.
16. To the best of my knowledge, except as set forth herein and in Schedule 2, (a) KPMG has no connections with the creditors, any other party-in-interest, or their respective attorneys and accountants; and (b) none of the KPMG partners and professionals working on these chapter 11 cases are relatives of nor have any known connection with the United States Trustee of the Southern District of Texas or of any known employee in the office thereof, or any United States Bankruptcy Judge of the Southern District of Texas.
7
17. KPMG has in the past been retained by, and presently provides and likely in the future will provide services for, certain creditors of the Debtors, other parties-in-interest and their respective attorneys and accountants in matters unrelated to such parties’ claims against the Debtors or interests in these chapter 11 cases. In addition, the law firms Hunton Andrews Kurth and Davis Polk & Wardwell, have provided, currently provide, and may in the future provide legal services to KPMG or KPMG professionals in matters unrelated to the Debtors or their estates. KPMG currently performs, has previously performed or may have performed such services for the entities listed in Schedule 2, however, except as disclosed herein, such services, to the extent performed by KPMG, are unrelated to the Debtors or their chapter 11 cases.
18. KPMG has not provided, and will not provide, any professional services to any of the creditors, other parties-in-interest, or their respective attorneys and accountants with regard to any matter related to these chapter 11 cases.
19. Only KPMG is being retained in these matters. KPMG cannot assure that an engagement will not be accepted by a foreign member firm of KPMG International for another party that may bear upon KPMG’s engagement by the Debtors. However, to the extent KPMG is aware of such engagement and believes such engagement may bear upon KPMG’s engagement by the Debtors, KPMG will file a supplemental declaration with the Bankruptcy Court.
20. In addition, notwithstanding anything herein to the contrary, from time to time, KPMG may use the services of certain professionals from the Other KPMG Entities when necessary to the performance of its professional duties and services to the Debtors. The use of such professionals allows KPMG to maximize resources and minimize costs to the Debtors’ estates. KPMG will pay such Other KPMG Entities directly for the use of such professionals, and will include such amounts in its fee application at KPMG cost without any mark-up or increase.
8
21. In addition, from time to time, KPMG may use independent contractors, such as software providers. However, KPMG will not profit from the use of such persons.
22. As part of its practice, KPMG appears in many cases, proceedings, and transactions involving many different law firms, financial consultants, and investment bankers in matters unrelated to these bankruptcy cases. KPMG has not identified any material relationships or connections with any law firm, financial consultant or investment banker involved in these chapter 11 cases that would cause it to be adverse to the Debtors, the Debtors’ estates, any creditor or any other party-in-interest. If and when additional information becomes available with respect to any other relationships which may exist between KPMG, foreign member firms of KPMG International, or their partners and professionals and the Debtors, creditors, or any other parties in interest which may affect these cases, supplemental declarations describing such information shall be filed with this Court.
Professional Compensation
23. As described below and in the Engagement Letter, KPMG’s requested compensation for professional services rendered to the Debtors will be based upon either fixed fee compensation structures or the hours actually expended by each assigned staff member at each staff member’s hourly billing rate. With respect to hourly fees, in the normal course of KPMG’s business, the hourly rates are subject to periodic increase. To the extent such hourly rates are increased, KPMG requests that, with respect to the work to be performed after such increase, the rates listed below be amended to reflect the increase.6 The Debtors have agreed to compensate
6 If in connection with any subsequent engagement letters, KPMG is retained to perform additional services at different rates, such rates will be disclosed in connection with the relevant engagement letters. As stated above, KPMG and the Debtors do not intend to seek separate retention orders with regard to any such engagement letters.
9
KPMG for professional services rendered at its normal and customary hourly rates, subject to the reductions discussed below.
Audit Services
24. As described in further detail in the Engagement Letter, KPMG and the Debtors have agreed to fixed fees for services relating to the Audit Services (the “Fixed Fees”). Subject to the Court’s approval and pursuant to the terms and conditions of the Engagement Letter, the remaining amount of the Fixed Fees will be billed as follows:
Date Amount
31-Dec-20 $175,000 31-Jan-21 $165,000
Out-of-Scope Services
25. The majority of fees to be charged for Out-of-Scope Services reflect a reduction of approximately 30% from KPMG’s normal and customary rates, depending on the types of services to be rendered.7 The hourly rates for Out-of-Scope Services to be rendered by KPMG and
applicable herein are as follows:
Professional Level Discounted Rate
Partners/Principals $658 -$980 Managing Directors $623 -$952 Senior Managers/Directors $553 -$784 Managers $483 -$728 Senior Associates $431 - $602
7 In the event fees for Out-of-Scope Services exceed $1.25 million, KPMG will notify the persons at the Debtor specified in the Engagement Letter.
10
Associates $298 - $364
26. KPMG also will seek reimbursement for reasonable, necessary expenses incurred, which shall include meals, lodging, travel, photocopying, delivery service, postage, vendor charges and other out-of-pocket expenses incurred in providing professional services.
27. KPMG intends to apply to the Court for the allowance of compensation for professional services rendered and reimbursement of expenses incurred in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and orders of this Court. KPMG has agreed to accept as compensation such sums as may be allowed by the Court and understands that interim and final fee awards are subject to approval by the Court.
28. It is not the general practice of KPMG to keep detailed records similar to those customarily kept by attorneys. Notwithstanding the foregoing, KPMG intends to file interim and final fee applications for the allowance of compensation for services rendered and reimbursement of expenses incurred in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the United States Trustee Fee Guidelines, and further orders of the Court.
29. According to KPMG’s books and records, during the 90-day period prior to the Petition Date, KPMG received $929,500.00 from the Debtors for professional services performed and expenses incurred.
30. Except as set forth above regarding Other KPMG Entities, (a) no commitments have been made or received by KPMG with respect to compensation or payment in connection with these cases other than in accordance with the provisions of the Bankruptcy Code; and (b) there is no agreement or understanding between KPMG and any other entity, other than a member,
11
partner or regular associate of KPMG, for the sharing of compensation received or to be received for services rendered in connection with these proceedings.
31. This declaration is provided in accordance with sections 327 and 328 of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule 2014-1.
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my information, knowledge, and belief.
Executed on December 17, 2020
/s/ Matt. A. Malinsky Matt A. Malinsky KPMG LLP
811 Main Street, Suite 4500 Houston, TX 77002
US-DOCS\119799331.8
Schedule 1
Potential Parties-in-Interest1
1 Although certain individuals or entities may belong to more than one category, they are only mentioned once in this document.
2
List of Potential Parties in Interest2 1. Debtors and Known Affiliates
1105 Peters Road, LLC.
Advanced Oilwell Services, Inc. Balance Point Control GmbH Balance Point Control Limited Balance Point Group B.V. Complete Energy Services, Inc. Connection Technology, L.L.C. CSI Technologies, LLC
Guard Drilling Mud Disposal, Inc. H.B. Rentals L.C.
Hallin Diving Services Limited Hallin Marine (UK) Limited Hallin Marine Australia Pty Ltd Hallin Marine Singapore Pte. Ltd. Hallin Marine Systems Limited HB Rentals (Singapore) Pte. Ltd. HB Rentals Limited
Ingenieria y Technologia de Servicios S.A.S. International Snubbing Services, L.L.C. Montana Oil S.A.
Premier Oilfield Rentals (S) Pte. Ltd. PT Hallin Marine Indonesia
PT Superior Energy Services Indonesia Pumpco Energy Services, Inc.
SEMO, L.L.C. SEMSE, LLC.
Servicios Holdings I, Inc. SES Canada, ULC
SES Energy Services India Private Limited SES International Holdings C.V.
SES International Holdings GP, LLC SES Trinidad L.L.C.
SESI Corporate, LLC SESI Global, LLC SESI, LLC.
SPN Well Services, Inc. Stabil Drill Specialties, L.L.C. Superior Energy Group B.V.
Superior Energy International C.V. Superior Energy Services S.A.
Superior Energy Services - Servicios de Petroleo do Brasil, Ltda.
Superior Energy Services (Australia) Pty. Ltd.
Superior Energy Services (Ghana) Limited Superior Energy Services (KL) Sdn. Bhd. Superior Energy Services (Labuan) Limited Superior Energy Services (Norway) AS Superior Energy Services (S) Pte. Ltd. Superior Energy Services (Spain_ S.R.L Superior Energy Services (SPN) B.V. Superior Energy Services (Thailand) Ltd. Superior Energy Services (UK) Limited Superior Energy Services B.V.
Superior Energy Services Cayman, Ltd. Superior Energy Services Colombia SAS Superior Energy Services Colombia, LLC Superior Energy Services de Mexico S. de R. L de C.V.
Superior Energy Services GP, L.L.C. Superior Energy Services Guyana, Inc. Superior Energy Services Holdings B.V. Superior Energy Services Limited
Superior Energy Services Malaysia Sdn. Bhd. Superior Energy Services Saudi Limited Superior Energy Services Trinidad Limited Superior Energy Services, Inc.
Superior Energy Services, L.L.C.
Superior Energy Services-North America Services, Inc.
Superior Holding, Inc.
Superior Inspection Services, L.L.C. Superior West Africa Limited
Superior-Wild Well Energy Services Limited Warrior Energy Services Corporation
Wild Well Control, Inc.
2 This list (and the categories contained herein) are for purposes of a conflicts check and should not be relied upon by any party as a list of creditors or for any other purpose. As listing a party once allows our conflicts specialists to run a check on such party, we have attempted to remove duplicate entries where possible. Accordingly, a party that otherwise would fall under multiple categories is likely to be listed under only one category.
3 Workstrings International (Singapore) Pte.
Ltd.
Workstrings International Limited Workstrings International, L.L.C. Workstrings internations B.V.
2. Debtors’ Previous Names (including DBA and Trade Names)
SPN
Superior Energy Services of Delaware, Inc. A&W Water Service
Big Mac Tank Trucks Brickman Fast Line CES SWD Texas
Complete Energy Services Water Transfer and Treatment
H.B. Rentals of Superior Energy, L.L.C. Pumpco Services
Appalachian Well Service
Allance Energy Service Company Basin Tool
Biffle Water Well Service Brothers Well Service BSI Holdings Management BWS Vacuum
C.A.T.S.
Complete Automated Technology Systems Complete Energy Services, Well Service Division
Complete Production Services, Texas Division
Completion Snubbing Services SPN Fairway Acquisition, Inc. IPS Optimization
Superior Energy Services Plunger Lift Marine Technical Services
Superior Completion Services Superior Well Services
AWS
Black Warrior Wireline C & S Energy Services
Concentric Pipe and Tool Rentals Rising Star
SPC Rentals
Femco Services
Hamm & Phillips Services Hamm Management High Plains Disposal Northern Plains Trucking Shale Tank Truck
Superior Fluid Management, Inc. Turner Energy Services
Turner Energy SWD SESI of Delaware, L.L.C. Texas CES, Inc.
Felderhoff Brothers Drilling Frac-Mate
Integrated Production Services LEED Energy
Mercer Heavy Haul Mercer Tank Trucks Mercer Well Service Monument Well Service Shale Tank Truck, LP Spindletop Production Tools SPN Well Services
SPN Well Services Thru Tubing Stride Well Services
Texas CES Texas CES-SWD TSWS Well Service Warrior Snubbing Services Western Bentonite
Superior Inspection Services of Louisiana, L.L.C.
Sub-Surface Tools
Superior Pressure Control Superior Pumping Services Superior Slickline Services
4
3. Bankruptcy Professionals
Alvarez & Marsal Holdings, LLC Hunton Andrews Kurth LLP Davis Polk & Wardwell LLP
Kurtzman Carson Consultants LLC Latham & Watkins LLP
Ducera Partners LLC
Evercore Group LLC FTI Consulting
Johnson Rice & Company LLC Simpson Thacher & Bartlett LLP
4. Banks/Bondholders/Lenders/Administrative Agents
Ascribe III Investments LLC Lonestar Partners, LP
Bank of America, N.A.
Bank of New York Mellon Trust Company, N.A.
Bayside Capital Mudrick Distressed Opportunity Drawdown
Fund II, L.P.
BOG Holdings IV, LLC National Bank of Kuwait
Capital One, National Association Newtyn Management
Citibank, N.A. Nomura Corporate Research and Asset
Management, Inc.
Cohanzick Management, LLC Philadelphia Indemnity Insurance Company
ERS of Texas RBC Capital Markets, LLC
Glendon Capital Management, L.P. Royal Bank of Canada
Golden Tree Asset Management Safety National Casualty Corporation H.I.G. Global Credit Holdings, LLC
Hancock Whitney Bank Sparebank
International Bank of Azerbaijan Wells Fargo Bank, N.A. JP Morgan Chase Bank, N.A.
5. Letters of Credit
Aramco Gulf Operations Company Limited .
Citibank N.A. Pakistan Indusind Bank Limited
JP Morgan Chase Bank, N.A. Riyadh Kuwait Oil Company (K.S.C.) Liberty Mutual Insurance Company Louisiana Office Of Conservation
Louisiana Workforce Commission
Oil & Gas Development Company Limited Oil & Natural Gas Corporation Limited Oklahoma Workers' Compensation Commission
Qatar Petroleum
The Commercial Bank (P.S.Q.C.) Zurich American Insurance Company
5
6. Officers and Directors of Debtors and Affiliates
Ackerman, Carolina Austin Harbour Bernard, Alan P. Brian K. Moore Chaney, Christine David D. Dunlap Elliott, Gregory D. Ellis, Bryan Greg Elliott Guedry, Donald Hardy, John Hart, David Hillegonds, Jennifer J. Hughes, Ronnie D. James M. Funk James W. Spexarth Janiece M. Longoria Justin Boyd Link, Lance Michael M. Mcshane Overton, Jean Paul P. Pappan, Saju
Pat Bernard Paul Remson Peter D Kinnear Robertson, Wayne A. Smith, Jr., Barry Edward Terence E. Hall
Thompson, Joe Dean Toups, Deidre Vincent, Paul M. Vinson, Barry W. Matt Ralls
Westervelt (Westy) T. Ballard, Jr. William (Bill) B. Masters
7. Significant Equity Holders
Aristeia Capital, L.L.C. LJH. Ltd.
Madison Avenue Partners, LP
Monarch Alternative Capital LP Warlander Asset Management, LP.
8. Parties to Litigation or Pending Litigation
Aaron Womack Adan Valdez Adrian Algeribiya AIM Trucking Allen Channing Alpha Flow, LLC Amy Davis Warner Ariyo Olutayo
Artifex Group Oilfield Services, LLC Asmerom Dermas
Barry Davis
Carlos Ray Kibodeaux Casey Evans Casey Jandrasits Charles Skinner Chris Russo Jimmy Parker John Gronefeld Jonathan Rogers Jose Garza Jose Zamora Kane Hoff Karl Deshotels Kelland Roul Laptrick Daniels Larry Davis Larry Schwartz Levi Frantom Marcus LeBlanc Maria Nuno Martin A. LeBlanc Michael Jandrasits
6 Christopher Siprian Clifford D. Johnson Clinton McClain Clyde Allen Clyde Warner COG Operating, L.L.C. Courtenay Starks
Daniel A. Barrera Donis Darren Johns
David L. Donaho Dewayne Brown Donna Davis
Energy Equity Company, Inc. Eucario Botello
Eunice Pillette Evan Blanchard
Extreme Technologies, LLC Gabriel Lee Arias
Gabriel Rangel Greg Adams Gregory Cook
Grupo Petrowahb, S. de R.L. de CV Hammond
Iron Horse Supply, LLC Jacob Hendrix Jeremy Luckie Jeremy Valero Jerry Debord Jesse Partin Jesse Tostado Milton Tates Norma Luckey Oilfield Specialties, L.L.C. Orange Grove Holdings, L.L.C Outlaw Pressure Control, LLC Paige Olivier
Patricia McLeod
Platinum Equipment Rentals Raptor Trucking, LLC Raymond Buford Rolando Munoz, Jr. Rusty Nichols Salas, Adrian Servicios Petrotec, SA de CV Servicios Petrowahb, S. de R.L. de CV Shannon Riddle
State of Washington Department of Revenue Stephan Allen Stone Roul Swilley, Jeff Takoda Hlavaty Tri-Wave, Inc. Tyler Lackey Uvaldo Gutierrez Valdez, Adan William Shoemaker Wylie Corporation Wylie Resources, LLC Yida Specialty Steel
9. Landlords 3 TIER LAND, LLC 4-K Partnership, LLC Agua Dulce, LLC ALAN K. HALEY Aldridge Brothers, LLC Alfred Marez AMEN PROPERTIES, LLC Angelo Quarture ARC GBLMESA001, LLC Arc Properties Operating Basin Properties LLC Bayou Merchandising
Brickman Brothers Incorporated
Hines Interest Limit Hunt The Legacy LLC IRET Properties JEVM LLC
John L Beauprez Ente JOHN OLSON
Kinder Morgan Inc Larry E Markland Leopard Properties LTD Minyard Properties MJS Properties LLC MRC Global, Inc. O'Quinn Realty
7 BULLARD LEASING LLC
Caldera I Bobcat, LLC CCAN Family Limited Chinook Winds, LLC
Continental Management Company LLC Cougar Drilling Solutions
ERP Property Holdings Farnham & Pfile Company Inc Fugitt Business Properties G. F. Elite Real Estate Ho GEN III ENTERPRISES Greg Scott, Inc
High Hook Enterprises Highmark Enertprises ORANGE OIL,LLC PRB Holdings, LLC Raptor Investments SAYLOR PROPERTIES LL Specialty Modular In
Sterbcow Development Group Stonewood Properties
TDC Clay, L.P
Timbercreek Real Estate Partners LLC Twenty One LLC
Vanover Enterprise Westwinds Village Ap Wright Investment Group Inc Yellow Fin Rentals LLC
10. Material Contract Counterparties
ARCP ID Mesa Portfolio, LLC B-29 Properties, LLC Vereit, Inc. 11. Insurance AIG Alesco Allianze Arch Associated Industries Atlantic Specialty Beazley Berkshire Hathaway Chubb
Endurance American Insurance Company Freedom Specialty
Helmsman Management Services, LLC Hiscox
Illinois National JH Blades Liberty Mutual
Liberty Mutual Europe
Lloyd's
Lloyd's Insurance Lloyd's Of London Marsh
McGriff US
National Union Fire Insurance Company of Pittsburgh PA QBE RKH London RSUI Indemnity StarStone Specialty Travelers
Travelers Property Casualty Co of America US Specialty
Wesco WQIS
12. Surety Bonds
Adams County Public Works
Arkansas Highway & Transportation Department
RLI Insurance Company Shell Offshore Inc. State of Arkansas
8 Aspen
Board of Commissioners
Board of Commissioners, Arapahoe, Colorado
Colorado Oil & Gas Conservation Commission
Commonwealth of Pennsylvania - Department of Transportation Harris County Clerk
Harris County, Texas Indemco
Louisiana Department of Transportation McGriff
OK Corporation Commission Oklahoma Corporation Commission Oklahoma DPS
Oklahoma Tax Commission
Pennsylvania Department of Transportation
State of Colorado Oil and Gas Conservation Commission
State of Louisiana State of New York State of Ohio State of Oklahoma State of Washington State of Wyoming
State of Wyoming - Department of Workforce Services
Texas Department of Motor Vehicles Texas Railroad Commission
TX DMV Wyoming DEQ
Wyoming DEQ - Land Quality Section Zurich
13. Significant Customers
89 Energy LLC
Abraxas Petroleum Corporation AlHashemi Construction Group Altitude Energy Partners Inc
American Natural Energy Corporation Antero Resources Corporation
Anton Oilfield Services FZE Apache Corporation
Arena Offshore LLC Ascent Resources
B & L Pipeco Services Inc Baker Hughes
Basa Resources Inc
Bayswater Exploration & Production LLC Beacon Offshore Energy
BHP Billiton Petroleum Birch Operations Inc BP
BPX Production Company
Brunei Shell Petroleum Company Sendirian Berhad
Camino Natural Resources LLC Cantium LLC
CCI Gulf Coast Upstream LLC Chaparral Energy Inc
Freeport McMoran Oil & Gas LLC Great Western Operating Company LLC Grenadier Energy Partners II LLC Gyrodata Inc
Halliburton Energy Services Helix Energy Solutions Group Inc Hess Corporation
Hilcorp Energy Company Jones Energy Ltd
Kei Pty Ltd sucursal del Peru Kosmos Energy LLC
Kraken Operating LLC Kuwait Oil Company Leam Drilling Systems Inc Linn Energy LLC
LLOG Exploration Company Marathon Oil Corporation
Mubarak A Alsuwaiket Oil & Gas Services Co
Multi Shot LLC
Murphy Exploration & Production Company Nabors Industries
Noble Drilling Noble Energy Inc North Oil Company
9 Chesapeake Energy Corporation
Chevron Corporation
CIRCLE 9 NONOPERATING WI FUND LP Citizen Energy II LLC
Cojun LLC
Concho Resources Inc Confluence DJ LLC ConocoPhillips Company Consol Energy Inc
Contango Oil & Gas Company Continental Resources Inc
Crestone Peak Resources Operating LLC CrownQuest Operating LLC
Denbury Offshore Inc
Devon Energy Production Co E & M Specialty Company Earthstone Operating Inc Encana Oil & Gas USA Inc Endeavor Energy Resources LP ENI Petroleum Company Inc EnVen Energy Ventures LLC EOG Resources Inc
Equinor Energy LP Extraction Oil & Gas Inc ExxonMobil Corporation Fieldwood Energy LLC
Occidental Petroleum Corporation PetroStar Services LLC
Pioneer Natural Resources Inc Pro Directional
Range Resources Corporation S M Energy Company
Sandridge Energy Inc Schlumberger
Shell Oil
Southwestern Energy Surge Operating LLC Talos Energy LLC
Texas Petroleum Investment Company Total Directional Services LLC
Total E & P
Unit Petroleum Company URSA Resources Group II LLC Vedanta Ltd
W & T Offshore Inc
Walter Oil & Gas Corporation Weatherford
Wellbore Energy Solutions LLC Wellbore Fishing & Rental Tool WPX Energy Inc
WSP USA Inc YPF SA
14. Governmental and Regulatory Agencies
Department of the Treasury - Internal Revenue Service
15. United States Bankruptcy Judges in the Southern District of Texas
The Honorable Christopher M. Lopez The Honorable David R. Jones, Chief Judge The Honorable Eduardo V. Rodriguez The Honorable Jeffrey P. Norman The Honorable Marvin Isgur
16. Staff for The Honorable David R. Jones and The Honorable Marvin Isgur
Albert Alonzo Daniela Mondragon Elizabeth Miller Rosario Saldana LinhThu Do Tyler Laws
10
Jeannie Andresen Vriana Portillo
Ana Castro Tracey Conrad
Ruben Castro Kimberly Picota
Jeannie Chavez Kiran Vakamudi
Mario Rios
17. United States Trustee for the Southern District of Texas (and Key Staff Members)
Barbara Griffin Christy Simmons Clarissa Waxton Glenn Otto Gwen Smith Henry G. Hobbs, Jr. Linda Motton Luci Johnson-Davis Patricia Schmidt
18. Attorneys for the United States Trustee’s Office for the Southern District of Texas
Alicia McCullar Diane Livingstone Hector Duran
Jacqueline Boykin Stephen Statham
19. Clerk of Court and Deputy for the Southern District of Texas
David J. Bradley Darlene Hansen
20. Additional Parties in Interest
Windstream Timbercreek Real Estate Partners, L.L.C.
Raptor Investments, LLC American Hess Corporation Apache Corporation
BP America Production Company
Devon Energy Production Company, L.P. Explore Offshore LLC
Kerr-McGee Oil & Gas Corporation Marathon Oil Company
Mineral Management Service of the United States Department of the Interior
Murphy Exploration & Production Company USA
Union Oil Company of California Pure Resources, L.P.
Pure Partners, L.P.
Red Mountain Operating LLC ExxonMobil Global Services Chevron USA, Inc.
Cairn - Vedanta Limited (India) Vedanta Limited
M/s. Oil and Natural Gas Corporation Ltd (ONGC)
Alpheus Data Services, L.L.C. AT&T Integrated Data Services Verizon
Bullwinkle Shell Offshore Inc. Bullwinkle RLI Insurance Company
US-DOCS\119799331.8
Schedule 2
Schedule 2
Superior Energy Services, Inc. – KPMG Connections 1. Debtors and Known Affiliates
1105 Peters Road, LLC.
Advanced Oilwell Services, Inc. Balance Point Control GmbH Balance Point Control Limited Balance Point Group B.V. Complete Energy Services, Inc. Connection Technology, L.L.C. CSI Technologies, LLC
Guard Drilling Mud Disposal, Inc. H.B. Rentals L.C.
Hallin Diving Services Limited Hallin Marine (UK) Limited Hallin Marine Australia Pty Ltd Hallin Marine Singapore Pte. Ltd. Hallin Marine Systems Limited HB Rentals (Singapore) Pte. Ltd. HB Rentals Limited
Ingenieria y Technologia de Servicios S.A.S. International Snubbing Services, L.L.C. Montana Oil S.A.
Premier Oilfield Rentals (S) Pte. Ltd. PT Hallin Marine Indonesia
PT Superior Energy Services Indonesia Pumpco Energy Services, Inc.
SEMO, L.L.C. SEMSE, LLC.
Servicios Holdings I, Inc. SES Canada, ULC
SES Energy Services India Private Limited SES International Holdings C.V.
SES International Holdings GP, LLC SES Trinidad L.L.C.
SESI Corporate, LLC SESI Global, LLC SESI, LLC.
SPN Well Services, Inc. Stabil Drill Specialties, L.L.C. Superior Energy Group B.V. Superior Energy International C.V. Superior Energy Services S.A.
Superior Energy Services - Servicios de Petroleo do Brasil, Ltda.
Superior Energy Services (Australia) Pty. Ltd. Superior Energy Services (Ghana) Limited Superior Energy Services (KL) Sdn. Bhd. Superior Energy Services (Labuan) Limited Superior Energy Services (Norway) AS Superior Energy Services (S) Pte. Ltd. Superior Energy Services (Spain_ S.R.L Superior Energy Services (SPN) B.V. Superior Energy Services (Thailand) Ltd. Superior Energy Services (UK) Limited Superior Energy Services B.V.
Superior Energy Services Cayman, Ltd. Superior Energy Services Colombia SAS Superior Energy Services Colombia, LLC Superior Energy Services de Mexico S. de R. L de C.V.
Superior Energy Services GP, L.L.C. Superior Energy Services Guyana, Inc. Superior Energy Services Holdings B.V. Superior Energy Services Limited
Superior Energy Services Malaysia Sdn. Bhd. Superior Energy Services Trinidad Limited Superior Energy Services, Inc.
Superior Energy Services, L.L.C.
Superior Energy Services-North America Services, Inc.
Superior Holding, Inc.
Superior Inspection Services, L.L.C. Superior West Africa Limited
Superior-Wild Well Energy Services Limited Warrior Energy Services Corporation
Wild Well Control, Inc.
Workstrings International (Singapore) Pte. Ltd.
Workstrings International Limited Workstrings International, L.L.C. Workstrings internations B.V.
2. Debtors’ Previous Names (including DBA and Trade Names)
SPN
Superior Energy Services of Delaware, Inc. A&W Water Service
Big Mac Tank Trucks Brickman Fast Line CES SWD Texas
Complete Energy Services Water Transfer and Treatment
Pumpco Services
Appalachian Well Service Basin Tool
Biffle Water Well Service Brothers Well Service BSI Holdings Management BWS Vacuum
C.A.T.S.
Complete Automated Technology Systems Complete Energy Services, Well Service Division
Complete Production Services, Texas Division Completion Snubbing Services
IPS Optimization
Marine Technical Services Superior Well Services AWS
Black Warrior Wireline C & S Energy Services
Concentric Pipe and Tool Rentals Rising Star
SPC Rentals Femco Services
Hamm & Phillips Services
Hamm Management High Plains Disposal Northern Plains Trucking Shale Tank Truck
Turner Energy Services Turner Energy SWD SESI of Delaware, L.L.C. Texas CES, Inc.
Felderhoff Brothers Drilling Frac-Mate
Integrated Production Services LEED Energy
Mercer Tank Trucks Mercer Well Service Monument Well Service Shale Tank Truck, LP Spindletop Production Tools SPN Well Services
SPN Well Services Thru Tubing Stride Well Services
Texas CES Texas CES-SWD TSWS Well Service Warrior Snubbing Services Western Bentonite
Superior Inspection Services of Louisiana, L.L.C.
Sub-Surface Tools
Superior Pressure Control Superior Pumping Services Superior Slickline Services
3. Bankruptcy Professionals
Alvarez & Marsal Holdings, LLC Hunton Andrews Kurth LLP Davis Polk & Wardwell LLP Evercore Group LLC
Kurtzman Carson Consultants LLC
Latham & Watkins LLP FTI Consulting
