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Case Document 589 Filed in TXSB on 01/08/21 Page 1 of 5

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

)

In re: ) Chapter 11

)

GULFPORT ENERGY CORPORATION, et al.,1 ) Case No. 20-35562 (DRJ) )

Debtors. ) (Jointly Administered) )

) Re: Docket No. 442 ORDER (I) AUTHORIZING AND

APPROVING THE SETTLEMENT BY AND AMONG THE DEBTORS AND MIDSHIP PIPELINE COMPANY, LLC, AND (II) GRANTING RELATED RELIEF

Upon the joint motion (the “Motion”)2 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) and Midship Pipeline Company, LLC (“Midship”) for entry of an order (this “Order”), (i) authorizing and approving the Debtors’ entry into the Settlement Agreement with Midship, and (ii) granting related relief, all as more fully set forth in the Motion; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. § 1334; this Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and this

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Gulfport Energy Corporation (1290); Gator Marine, Inc. (1710); Gator Marine Ivanhoe, Inc. (4897); Grizzly Holdings, Inc. (9108); Gulfport Appalachia, LLC (N/A); Gulfport MidCon, LLC (N/A); Gulfport Midstream Holdings, LLC (N/A); Jaguar Resources LLC (N/A); Mule Sky LLC (6808); Puma Resources, Inc. (6507); and Westhawk Minerals LLC (N/A). The location of the Debtors’ service address is: 3001 Quail Springs Parkway, Oklahoma City, Oklahoma 73134.

2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion or the Settlement Agreement, as applicable.

ENTERED 01/08/2021

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Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the “Hearing”); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted as provided herein.

2. Pursuant to Bankruptcy Rule 9019, the Settlement Agreement is authorized and approved in its entirety.

3. The Debtors and Midship are each hereby authorized to take all actions necessary to implement the Settlement Agreement, including, without limitation, allowing for an interim reduction in the MDTQ in accordance with Amendment No. 4 from and following the Consent Date, allowing all debits and credits of the Pre-Payment Amount as contemplated by the Settlement Agreement, and entering into the New Gulfport TSA, the Subsidiary Guarantee, and any related documents, in each case to be effective as of the Settlement Effective Date.

4. The Debtors and Midship are each hereby authorized to enter into the Escrow Agreement (as defined in the Settlement Agreement) and to take all actions necessary to implement the terms thereof, including, without limitation, depositing the monthly Top-Up Amounts and disbursing the Early Withdrawal Amount (each as defined in the Settlement Agreement) from the Escrow Account (as defined in the Settlement Agreement) in accordance with the terms of the Settlement Agreement. Funds held in the Escrow Account shall be disbursed solely in accordance with the terms of the Escrow Agreement or by an order of the Court. If the Settlement Agreement

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is terminated prior to the Settlement Effective Date, any Remaining LC Proceeds (as may have been adjusted as a result of the disbursement of the Early Withdrawal Amount or the deposit of Top-Up Amounts) may be disbursed to Midship or Gulfport solely upon (i) the mutual written agreement of Gulfport and Midship or (ii) further order of this Court. Nothing contained herein, in the Settlement Agreement, or in the Escrow Agreement shall constitute a finding that any funds held in the Escrow Account constitute property of the Debtors’ Estates; provided that the foregoing shall not prevent the Court from entering an order with respect to the disbursement of the Remaining LC Proceeds from the Escrow Account following a termination of the Settlement Agreement.

5. Midship is hereby granted relief from the automatic stay under section 362(a) of the Bankruptcy Code, as necessary to permit the actions contemplated under the Settlement Agreement, including, without limitation, to allow (a) the application of the Pre-Payment Amount to the Covered Obligations (as defined in the Existing Gulfport TSA) as contemplated under the Settlement Agreement, including Section 5 of the Settlement Agreement, during the course of these chapter 11 cases, (b) the Debtors’ provision of credit assurance to Midship as contemplated under the Settlement Agreement and, upon effectiveness of the New Gulfport TSA, under the New Gulfport TSA, (c) Gulfport’s entry into the New Gulfport TSA (which, for the avoidance of doubt, shall amend and restate the Existing Gulfport TSA), (d) interim reduction of the MDTQ of the Existing Gulfport TSA from and following the Consent Date in accordance with the terms set forth in the Settlement Agreement, and (e) Midship’s filings with the Federal Energy Regulatory Commission for approval of the New Gulfport TSA and any other filings necessary in connection therewith.

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6. Midship is authorized to credit and debit the Pre-Payment Amount as set forth in the Settlement Agreement upon the terms and conditions set forth therein.

7. The Adversary Proceeding shall be adjourned until the Settlement Effective Date, upon which date the Complaint shall be deemed to have been withdrawn with prejudice by the Debtors. In the event that the Settlement Effective Date does not occur, (i) the Adversary Proceeding shall resume and nothing contained in the Settlement Agreement or this Order shall: (a) constitute a waiver or release of any claims or causes of action by or against any of the Debtors or Midship; (b) prejudice in any manner the rights of any of the Debtors or Midship; or (c) constitute an admission, acknowledgement, offer or undertaking of any sort by any of the Debtors or Midship, including, for certainty, with respect to the Debtors’ and Midship’s claims to the Remaining LC Proceeds (including the Early Withdrawal Amount) and (ii) the Debtors and Midship shall be returned to the status quo ante prior to their entry into the Settlement Agreement. 8. Upon the Settlement Effective Date, the Settlement Agreement, the Subsidiary Guarantee, and the New Gulfport TSA shall each be binding on and shall inure to the benefit of the Debtors and Midship and their respective successors and assigns, including, without limitation, any interim or permanent trustee, or other estate representative, appointed in the Chapter 11 Cases or any subsequent proceedings under the Bankruptcy Code of the Debtors, and any other party acting on behalf of or through the Debtors and/or the Estates.

9. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Bankruptcy Local Rules are satisfied by such notice.

10. The Debtors and Midship are authorized to take all actions necessary to effectuate the relief granted in this Order and to effectuate the terms of the Settlement Agreement.

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11. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

Houston, Texas

Dated: ___________, 2020

DAVID R. JONES

UNITED STATES BANKRUPTCY JUDGE

Signed:

____________________________________

DAVID R. JONES

UNITED STATES BANKRUPTCY JUDGE January 08, 2021.

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