IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
____________________________________________ In re
CALIFORNIA RESOURCES CORPORATION,
et al.,1 Debtors. ____________________________________________ x : : : : : : : x Chapter 11 Case No. 20-33568 (DRJ) Jointly Administered
AMENDED STIPULATION AND ORDER BY AND AMONG THE DEBTORS, THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS AND OTHER CREDITOR PARTIES
This amended stipulation and order (this “Stipulation and Order”) is entered into this 11thday of August, 2020, by and among California Resources Corporation and its affiliated debtors and debtors-in-possession (collectively, the “Debtors”), the Official Committee of Unsecured Creditors (the “Committee”), the lenders under the Debtors’ senior DIP credit facility, the lenders under the Debtors’ junior DIP credit facility, the parties to the Amended and Restated Restructuring Support Agreement dated July 24, 2020 and the parties to the Amended and
Restated Backstop Commitment Agreement dated July 24, 2020 (collectively with the Debtors and the Committee, the “Parties”), who stipulate as follows:
1 The Debtors in these chapter 11 cases and the last four digits of their U.S. taxpayer identification numbers
are: California Resources Corporation (0947); California Heavy Oil, Inc. (4630); California Resources Coles Levee, L.P. (2995); California Resources Coles Levee, LLC (2087); California Resources Elk Hills, LLC (7310); California Resources Long Beach, Inc. (6046); California Resources Mineral Holdings LLC (4443); California Resources Petroleum Corporation (9218); California Resources Production Corporation (5342); California Resources Production Mineral Holdings, LLC (9071); California Resources Real Estate Ventures, LLC (6931); California Resources Royalty Holdings, LLC (6393); California Resources Tidelands, Inc. (0192); California Resources Wilmington, LLC (0263); CRC Construction Serv ices, LLC (7030); CRC Marketing, Inc. (0941); CRC Services, LLC (6989); Monument Production, Inc. (0782); Oso Verde Farms, LLC (7436); Socal
(Docket No. 280)
WHEREAS, on July 16, 2020, the Debtors filed the Debtor’s Emergency Motion
for Entry of Interim and Final Orders (I) Authorizing, But Not Directing, the Debtors to Pay Certain Prepetition Compensation Obligations, (II) Authorizing, But Not Directing, the Debtors to Pay Postpetition Compensation Obligations in the Ordinary Couse of Business and
(III) Granting Related Relief [Docket No. 7] (the “Wages Motion”);
WHEREAS, on July 17, 2020, the Court entered the Interim Order
(I) Authorizing, But Not Directing, the Debtors to Pay Certain Prepetition Compensation
Obligations, (II) Authorizing, But Not Directing, the Debtors to Pay Postpetition Compensation Obligations in the Ordinary Couse of Business and (III) Granting Related Relief
[Docket No. 117], which provides, among other things, that the objection deadline with respect to final approval of the Wages Motion is August 7, 2020 (the “Wages Objection Deadline”);
WHEREAS, on July 15, 2020, the Debtors filed the Debtors’ Emergency Motion
for Entry of Interim and Final Orders (I) Authorizing, but Not Directing, the Debtors to Pay Certain Prepetition Claims of Certain Vendors, (II) Authorizing Financial Institutions to Honor Related Payment Requests and (III) Granting Related Relief [Docket No. 8] (the “Lienholders’
Motion”);
WHEREAS, on July 17, 2020, the Court entered the Interim Order
(I) Authorizing, But Not Directing, the Debtors to Pay Certain Prepetition Claims of Vendors, (II) Authorizing Financial Institutions to Honor Related Payment Requests and (III) Granting Related Relief [Docket No. 118], which provides, among other things, that the objection deadline
WHEREAS, on July 16, 2020, the Debtors filed the Debtors’ Motion for an Order
(I) Establishing a Record Date for Notice and Sell-Down Procedures for Trading in Certain Claims and (II) Granting Related Relief [Docket No. 15] (the “Record Date Motion”);
WHEREAS, the objection deadline with respect to the Record Date Motion is August 6, 2020 (the “Record Date Objection Deadline”);
WHEREAS, on July 15, 2020, the Debtors filed the Debtors’ Emergency Motion
for Entry of Interim and Final Orders (I) Authorizing, But Not Directing, Debtors to
(A) Continue Their Existing Cash Management System, (B) Honor Certain Related Obligations, (C) Maintain Existing Bank Accounts and (D) Continue to Perform Intercompany Transactions and (II) Granting Related Relief [Docket No. 16] (the “Cash Management Motion”);
WHEREAS, on July 17, 2020, the Court entered the Interim Order
(I) Authorizing Debtors to (A) Continue Their Existing Cash Management System, (B) Honor Certain Related Obligations, (C) Maintain Existing Bank Accounts and (D) Continue to Perform Intercompany Transactions and (II) Granting Related Relief [Docket No. 124], which provides,
among other things, that the objection deadline with respect to final approval of the Cash Management Motion is August 7, 2020 (the “Cash Management Objection Deadline”);
WHEREAS, on July 16, 2020, the Debtors filed the Debtors’ Emergency Motion
for Entry of Interim and Final Orders (I) Authorizing the Debtors to Obtain Senior Secured Superpriority Postpetition Financing, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Authorizing the Use of Cash Collateral, (IV) Granting Adequate
Protection, (V) Modifying the Automatic Stay and (VI) Granting Related Relief [Docket No. 18]
WHEREAS, on July 22, 2020, the Court entered the Interim Order
(I) Authorizing the Debtors to Obtain Senior Secured Superpriority Postpetition Financing , (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Authorizing the Use of Cash Collateral, (IV) Granting Adequate Protection, (V) Modifying the Automatic Stay and (VI) Granting Related Relief [Docket No. 185], which provides, among other things, that the
objection deadline with respect to final approval of the DIP Motion is August 7, 2020 (the “DIP Objection Deadline”) and the hearing to consider final approval of the DIP Motion shall be August 14, 2020;
WHEREAS, on July 16, 2020, the Debtors filed the Debtors’ Emergency Motion
for Entry of Interim and Final Orders (I) Authorizing and Approving the Settlement by and Among the Debtors, Elk Hills Power, LLC, ECR Corporate Holdings L.P. and Certain Affiliates of Ares Management LLC, (II) Authorizing the Debtors to Assume the EHP Agreements as Amended and (III) Granting Related Relief [Docket No. 19] (the “9019 Motion”);
WHEREAS, on July 17, 2020, the Court entered the Interim Order (I)
Authorizing and Approving the Settlement by and Among the Debtors, Elk Hills Power, LLC, ECR Corporate Holdings L.P. and Certain Affiliates of Ares Management LLC, (II) Authorizing the Debtors to Assume the EHP Agreements as Amended and (III) Granting Related Relief
[Docket No. 126], which provides, among other things, that the objection deadline with respect to final approval of the 9019 Motion is August 7, 2020 (the “9019 Objection Deadline”) and the hearing to consider final approval of the 9019 Motion shall be August 14, 2020;
WHEREAS, on July 21, 2020, the Debtors filed the Notice of Further Revised
that the deadline to file Exit Premium Objections (as defined therein) is August 5, 2020 (the “Exit Premium Objection Deadline”);
WHEREAS, on July 21, 2020, the Debtors filed the Debtors’ Application for
Entry of an Order Authorizing the Retention and Employment of Perella Weinberg Partners LP as Financial Advisor and Investment Banker for the Debtors and Debtors-in-Possession, Effective as of the Petition Date [Docket No. 170] (the “PWP Retention Application”);
WHEREAS, the objection deadline with respect to the PWP Retention Application is August 11, 2020 (the “PWP Retention Objection Deadline”);
WHEREAS, the PWP Retention Application was scheduled to be heard on August 14, 2020;
WHEREAS, on July 23, 2020, the Debtors filed the Debtors’ Motion for an Order
Authorizing, But Not Directing, the Debtors to Implement (I) the Quarterly Incentive Plan, (II) the Incentive and Retention Plan and (III) the Supplemental Retention [Docket No. 209] (the
“KEIP/KERP Motion”);
WHEREAS, the KEIP/KERP Motion was scheduled to be heard on August 14, 2020;
WHEREAS, on July 31, 2020, the Debtors filed the Debtors’ Emergency Motion
for an Order (I) Scheduling an Objection Deadline and Combined Hearing on the Disclosure Statement and Plan Confirmation, (II) Approving the Form and Manner of Notice of the
Combined Hearing, (III) Establishing Procedures for Objecting to the Disclosure Stateme nt and the Plan, (IV) Approving the Solicitation Procedures, (V) Conditionally Approving the
WHEREAS, the Solicitation Procedures Motion was scheduled to be heard on August 14, 2020;
WHEREAS, the Parties have agreed to extend, solely for the Committee, the Wages Objection Deadline, the Lienholders’ Objection Deadline, the Record Date Objection Deadline and the Cash Management Objection Deadline, to 4:00 p.m. (CT) on August 11, 2020;
WHEREAS, the Parties have agreed to extend, solely for the Committee, the 9019 Objection Deadline to 12:00 p.m. (CT) on August 12, 2020;
WHEREAS, the Parties have agreed to extend, solely for the Committee, the PWP Retention Objection Deadline to 4:00 p.m. (CT) on August 13, 2020;
WHEREAS, the Parties have agreed to extend, solely for the Committee, the DIP Objection Deadline and the Exit Premium Objection Deadline to 5:00 p.m. (CT) on August 13, 2020;
WHEREAS, the Debtors have agreed to adjourn the hearing on final approval of the DIP Motion, final approval of the 9019 Motion, the PWP Retention Application, the
KEIP/KERP Motion and the Solicitation Procedures Motion to a hearing on August 20, 2020 at 2:30 p.m. (CT);
NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, AND UPON APPROVAL BY THE BANKRUPTCY COURT OF THIS STIPULATION, IT IS SO ORDERED:
2. The Wages Objection Deadline, the Lienholders’ Objection Deadline, the Record Date Objection Deadline, the Cash Management Objection Deadline is, solely for the Committee, extended to 4:00 p.m. (CT) on August 11, 2020.
3. The 9019 Objection Deadline is, solely for the Committee, extended to 12:00 p.m. (CT) on August 12, 2020.
4. The PWP Retention Objection Deadline is, solely for the Committee, extended to 4:00 p.m. (CT) on August 13, 2020.
5. The DIP Objection Deadline and the Exit Premium Objection Deadline is, solely for the Committee, extended to 5:00 p.m. (CT) on August 13, 2020.
6. Final approval of the DIP Motion, final approval of the 9019 Motion, the PWP Retention Application, the KEIP/KERP Motion and the Solicitation Procedures Motion shall be heard at a hearing on August 20, 2020 at 2:30 p.m. (CT).
7. The respective rights of all Parties with respect to any pleadings or
responses as described in this Stipulation and Order that may hereafter be filed with the Court are expressly reserved, including with respect to the timing of the objection deadlines or hearing on such motions or any component thereof in these chapter 11 cases.
8. This Court shall retain exclusive jurisdiction with respect to any matters arising from or related to the interpretation of this Stipulation and Order.
Dated: _____________, 2020
Houston, Texas David R. Jones
United States Bankruptcy Judge
Signed:
____________________________________ DAVID R. JONES
UNITED STATES BANKRUPTCY JUDGE
Houston, Texas August 11, 2020
Respectfully Submitted,
/s/ Paul E. Heath
VINSON & ELKINS LLP
Harry A. Perrin (TX 15796800) Paul E. Heath (TX 09355050) Matthew W. Moran (TX 24092856) 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Telephone: (713) 758-2222 Facsimile: (713) 758-2346 E-mail: [email protected] [email protected] [email protected]
Proposed Co-Counsel to the Debtors and Debtors-in-Possession
SULLIVAN & CROMWELL LLP
Andrew G. Dietderich (admitted pro hac vice) James L. Bromley (admitted pro hac vice) Alexa J. Kranzley (admitted pro hac vice) 125 Broad Street New York, NY 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 E-mail: [email protected] [email protected] [email protected]
Proposed Co-Counsel to the Debtors and Debtors-in-Possession John F. Higgins PORTER HEDGES LLP 1000 Main St., 36th Floor Houston, TX. 77002 Telephone: (713) 226-6000 Facsimile: (713) 228-1331 Email: [email protected]
Co-Counsel to the Ad Hoc Crossover Group
/s/ Andrew N. Rosenberg PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Andrew N. Rosenberg (admitted pro hac vice) Elizabeth R. McColm (admitted pro hac vice) Alexander Woolverton (admitted pro hac vice) 1285 Avenue of the Americas
New York, New York 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990
Email: [email protected] [email protected] [email protected]
NORTON ROSE FULBRIGHT US LLP /s/ Jason L. Boland
Jason L. Boland (SBT 24040542) Julie G. Harrison (SBT 24092434) 1301 McKinney Street, Suite 5100 Houston, TX 77010 Telephone: (713) 651-51 51 Facsimile: (713) 651-5246 Email: [email protected] Email: [email protected] Louis R. Strubeck, Jr. (SBT 19425600) 2200 Ross Avenue, Suite 3600
Dallas, TX 75201-7932 Telephone: (214) 855-8000 Facsimile: (214) 855-8200
Email: [email protected]
Co-Counsel to JPMorgan Chase Bank, N.A.
SIMPSON THACHER & BARTLETT
Sandeep Qusba (admitted pro hac vice) William T. Russell (admitted pro hac vice) Alan C. Turner (admitted pro hac vice) Nicholas E. Baker (admitted pro hac vice) 425 Lexington Avenue New York, NY 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 E-mail: [email protected] [email protected] [email protected] [email protected]
Counsel to JPMorgan Chase Bank, N.A.
By: /s/ Charles A. Beckham, Jr. Charles A. Beckham, Jr.
Texas State Bar No. 02016600 Arsalan Muhammad
Texas State Bar No. 24074771 Martha Wyrick
Texas State Bar No. 24101606
HAYNES AND BOONE, LLP
1221 McKinney Street, Suite 2100 Houston, Texas 77010 Telephone.: (713) 547-2000 Facsimile: (713) 547-2600 Email: [email protected] Email: [email protected] Email: [email protected]
Counsel for the Ad Hoc Group
Damian S. Schaible (admitted pro hac vice) Benjamin S. Kaminetzky (admitted pro hac vice) Angela M. Libby (admitted pro hac vice)
Marc J. Tobak (admitted pro hac vice) Jonah A. Peppiatt (admitted pro hac vice)
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Email: [email protected] Email: [email protected] Email: [email protected] Email: [email protected] Email: [email protected]
/s/ Michael D. Warner COLE SCHOTZ P.C.
Michael D. Warner, Esq. (TX Bar No. 00792304)
Benjamin L. Wallen, Esq. (TX Bar No. 24102623)
301 Commerce Street , Suite 1700 Fort Worth, TX 76102
Telephone: (817) 810-5250 Facsimile: (817) 810-5255
E-mail: [email protected] [email protected]
Proposed Co-Counsel for the Official Committee of Unsecured Creditors
KRAMER LEVIN NAFTALIS & FRANKEL LLP
Douglas H. Mannal, Esq. (admitted pro hac vice) Rachael L. Ringer, Esq. (admitted pro hac vice) Joseph A. Shifer, Esq. (admitted pro hac vice) Priya K. Baranpuria, Esq. (admitted pro hac vice) 1177 Avenue of the Americas
New York, NY 10036 Telephone: (212) 715-9100 E-mail: [email protected] [email protected] [email protected] [email protected]
Proposed Co-Counsel for the Official Committee of Unsecured Creditors
KIRKLAND & ELLIS LLP /s/ Steven N. Serajeddini
Steven N. Serajeddini (admitted pro hac vice) 601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4880 Facsimile: (212) 446-4900
E-mail: [email protected]
