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In re:
) Chapter 11
Requested Deadline for Objections to Sale Procedures: June 26, 2009 at 12:00 noon. Requested Hearing Date on Sale Procedures: July 1,2009 at 10:00 a.m.
DEBTORS' MOTION TO SET A HEARING DATE AND SHORTEN NOTICE ON DEBTORS' MOTION FOR AN ORDER (A) APPROVING
PROCEDURES FOR SALE OF THE DEBTORS' BET A ASSETS; (B) SCHEDULING
AUCTION AND HEARING TO CONSIDER APPROVAL OF SALE; (C) APPROVING NOTICE OF RESPECTIVE DATES, TIMES, AND PLACES FOR AUCTION AND FOR HEARING ON APPROVAL OF (I) SALE AND (II) ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) APPROVING FORMS OF NOTICE; AND (E) GRANTING RELATED RELIEF
Pacific Energy Resources Ltd. ("PERL,,)2 and the other above-captioned debtors and
debtors in possession (collectively, the "Debtors") hereby move this Cour (the "Motion to
Shorten") for an Order fixing a hearing date and shortening the notice period for Debtors'
Motion for an Order (A) Approving Procedures for Sale of the Debtors' Beta Assets; (B)
Scheduling Auction and Hearing to Consider Approval of
The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); the Debtors is 111 W. Ocean Boulevard, Suite 1240, and Gotland Oil, Inc. (5463). The address for all of
Long Beach, CA.
2 Capitalized terms that are not expressly defined herein shall have the meanings ascribed to such terms in
the proposed Purchase and Sale Agreement (the "Agreement") between PERL and the Successful Bidder (defined in the Sale Procedures Motion, as such term is defined herein) for the Beta Assets, on the other hand, substantially in the form attached to the Sale Procedures Motion as Exhibit A.
68773-002\DOCS _ LA:203833.4
Respective Dates, Times, and Places for Auction and for Hearing on Approval of (I) Sale and (II)
Assumption and assignment of
Approving Forms of
The Sale Procedures Motion was fied on the date hereof. Debtors' counsel served the
Sale Procedures Motion by email, fax, via delivery service or first-class U.S. mail on the
following: (i) the Office of
Unsecured Creditors; (iii) counsel to the Debtors' prepetition and postpetition lenders; and (iv)
those persons who have requested notice pursuant to Rule 2002 of
Bankptcy Procedure. The Debtors submits that, in light of the nature of the relief requested, no
other or fuher notice need be given.
By the Sale Procedures Motion, the Debtors seek, among other things, approval of the
proposed sale procedures substantially in the form set forth in Exhibit B thereto (the "Sale Procedures") through which they shall determine, in consultation with their debtor in possession
financing lenders (the "Lenders") and the Official Committee of
in these cases (the "Committee"), the highest and best offer for (A) PERL's (a) interests in leased
oil and gas production assets located offshore near Huntington Beach, California and related
assets and contracts (the "Beta Interests") and (b) stock ("Stock") in the San Pedro Bay Pipeline
Company ("SPBPCo"), one of the Debtors, which owns a pipeline that runs from the Beta
Interests to shore (the Beta Interests and Stock are collectively referred to here in as the "Beta
Assets").
3 Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the
Sale Procedures Motion.
68773-002\DOCS _ LA:203833.4
Also, by the Sale Procedures Motion, the Debtors also seek to confirm the date, time and
place of (1) the Auction (as such term is defined in the Sale Procedures) and (2) the hearing to
approve any proposed sale (the "Sale Hearing").
Additionally, by the Sale Procedures Motion, the Debtors also seek approval of (a) the
proposed Notice of
Sale Procedures, Auction and Sale Hearing substantially in the form attached
to the Sale Procedures Motion as Exhibit C for service after entry of the Sale Procedures Order
on the regular service list; (b) the proposed Notice of Auction and Sale Hearing substantially in
the form attached to the Sale Procedures Motion as Exhibit D for service after entry of
the Sale
Unexpired Leases that May Be Assumed and Assigned, including proposed cure amounts,
attached to the Sale Procedures Motion as Exhibit E for service after entry of the Sale Procedures
Motion, this Motion to Shorten is based on the need to protect the value of PERL's business as a
going concern. The Debtors' prepetition secured lenders, as a condition of
in possession loan facilty (the "DIP Financing Facility"), required the Debtors to promptly
pursue a sale of the Beta Assets. The Debtors must meet a strict schedule for attempting to sell
the Beta Assets pursuant to a requirement in an amendment to the credit agreement (the "Credit
Agreement Amendment") authorized by this Cour's final order approving the DIP Financing
Facilty in these Cases (the "Pinal DIP Pinancing Ordcr") and cxccutcd by thc Dcbtors and
Lenders (as defined below), effective as of
deadline to file motion to approve sale to stalking horse and associated procedures or, if no stalking horse, this Motion to approve the Sale Procedures; (b) a July 20, 2009 deadline for entry
68773-002\DOCS _ LA:203833.4
of the Sale Procedures Order requested by this Motion; (c) a July 31, 2009 deadline for the
Auction requested by this Motion; (d) a August 4,2009 deadline for entry of
obtain regulatory approvals). The Debtors have no alternative means to fund operation of
the
the deadlines in the
Beta Assets because they canot borrow under the DIP Financing Facilty if
Credit Agreement Amendment pass without a sale and because they may not use cash collateral
under the terms of
the Final DIP Financing Order. Therefore, the Debtors believe that an
Through this Motion to Shorten, the Debtors seek an order from this Court approving the
notice procedure described herein and fixing the hearing on the Sale Procedures Motion for July
1,2009 at 10:00 a.m. prevailng Eastern time, which is the next regularly scheduled omnibus
hearing date and time in theses cases, and requiring that objections, if any, to the Sale Procedures
Motion must be fied with the Court and served upon counsel
Procedure Motion by June 26, 2009 at 12:00 noon prevailng Eastern time, which is the
regular date for objections to motions set to be heard at the July 1, 2009 omnibus hearing in these
cases pursuant to this Court's Local Rule 9006-1
(c)(iii).
By setting the hearing on the Sale Procedure Motion for July 1,2009, the Debtors would
be able to hold the Auction on July 31, 2009 and could provide regular notice of the Sale
Hearing if it is held on the deadline date of August 4, 2009 for entry of the Sale Order as
required by the Credit Agreement Amendment. Additionally, pursuant to an Order entered July
17, 2009, this Court scheduled the hearing on the Debtors' motion for approval of their proposed
sale procedures for their Alaska assets for the July 1,2009 at 10:00 a.m. (prevailing Eastern
time) regularly scheduled omnibus hearing.
68773-002\DOCS _ LA:203833.4
Local Rule 9006-1 (c )(i) contemplates 18 days' notice of a hearing in the event a motion
is served by first class mail and 16 days' notice of a hearing in the event a motion is served by
overnight delivery. This Motion to Shorten and the Sale Procedures Motion wil be served on
June 19,2009 by hand delivery, overnight carrier, facsimile transmission and/or electronic mail,
providing 12 days' notice of the requested hearing on the Sale Procedures Motion. Insofar as the
proposed objection deadline provides possible respondents sufficient time to respond, any
possible prejudice is minimaL.
Plaintiff also proposes to serve any Order entered by the Cour on the Motion to Shorten
by hand delivery, overnight carier, facsimile transmission, and/or electronic mail upon (i) the
Offce of the United States Trustee; (ii) counsel to the Official Committee of
Unsecured
Creditors; (iii) counsel to the Debtors prepetition and postpetition lenders; and (iv) those persons
who have requested notice pursuant to Rule 2002 of the Federal Rules of
Banptcy Procedure;
the Order.
the relief
respectfully submit that the notice procedure described above is sufficient to provide paries in
interest an opportunity to review and, if
Accordingly, under the circumstances, the Debtors submit that shortening the time for notice on
the Sale Procedures Motion in accordance with the foregoing wil not prejudice the rights of any
party in interest.
WHEREFORE, the Debtors respectfully request the entry of an Order approving the
shortening of notice, fixing deadlines for responding to the Sale Procedures Motion, scheduling a
hearing on the Sale Procedures Motion, fixing a deadline for submitting bids, fixing an auction
68773-002\DOCS _ LA:203833.4
date, fixing deadlines for the Debtors' sale motion and objections thereto, and scheduling a
hearing date on approval of sale, as requested above.
Dated: June 19, 2009
ar No.4 Ll2)
Facsimile: 310/652-4400
Email: ikharasch(fpszjlaw.com
j oneil(fpszyj law.
68773-002\DOCS _ LA:203833.4
In re:
) Chapter 11
ORDER GRANTING DEBTORS' DEBTORS' MOTION TO SET A HEARING DATE AND SHORTEN NOTICE ON DEBTORS' MOTION FOR AN ORDER (A)
APPROVING PROCEDURES FOR SALE OF THE DEBTORS' BET A ASSETS; (B)
SCHEDULING AUCTION AND HEARING TO CONSIDER APPROVAL OF SALE; (C) APPROVING NOTICE OF RESPECTIVE DATES, TIMES, AND PLACES FOR AUCTION AND FOR HEARING ON APPROV AL OF (I) SALE AND (II) ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) APPROVING FORMS OF NOTICE; AND (E) GRANTING RELATED RELIEF
Upon consideration of Debtors' Motion to Set a Hearing Date and Shorten Notice
on Debtors' Motion for an Order (A) Approving Procedures for Sale of the Debtors' Beta
Assets; (B) Scheduling Auction and Hearing to Consider Approval of
of Respective Dates, Times, and Places for Auction and for Hearing on Approval of (I) Sale and
(II) Assumption and assignment of
Approving Forms of
hereby
The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros the Debtors is 111 W. Ocean Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The address for all of
Boulevard, Suite 1240, Long Beach, CA.
2 Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the
Sale Procedures Motion.
68773-002\DOCS _ LA:203833.4
Procedures for Sale of Debtors' Beta Assets; (B) Scheduling Auction and Hearing to Consider
Approval of Sale; (C)Approving Notice of
for Hearing on Approval of (I) Sale and (II) Assumption and Assignment of Certain Executory
Contracts and Unexpired Leases; (D) Approving Forms of
Notice (Docket No. ~ (the "Sale Procedures Motion") is scheduled for July 1,2009 at 10:00
is set for June 26, 2009 at 12:00 noon prevailng Eastern time; and it is fuher
ORDERED that counsel for the Debtors shall, within one business day of entry of
this Order, serve a copy of
and/or electronic mail, on the paries originally served with the Sale Procedures Motion.
68773-002\DOCS _ LA:203833.4
In re: )
STATE OF
)
)
Debtors. )
DELAWARE )
) ss:
(Jointly Administered)
AFFIDAVIT OF SERVICE
Pachulski Stang Ziehl & Jones LLP, attorneys for the Debtors in
the
the above-captioned action, and that on the 19th day of June, 2009 she caused a copy of
following document(s) to be served upon the paries on the attached service lists in the manner
indicated:
Debtors' Motion to Set a Hearing Date and Shorten Notice on Debtors' Motion for
an Order (A) Approving Procedures for Sale of
Scheduling Auction and Hearing to Consider Approval of Sale; (C) Approving Notice of Respective Dates, Times and Places for Auction and for Hearing on Approval of (I) Sale and (II) Assumption and Assignment of Certain Executory Notice; and
Contracts and Unexpired Leases; (D) Approving Forms of
1 The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax
identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (ta I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of
N y Public
Commission Exp.:
DOCS_DE: 149694.1
12 - Hand Delivery
39 - First Class Mail 02 - FOREIGN First Class Mail
Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney's Office District of Delaware
1007 N. Orange Street, Suite 700
Wilmington, DE 19801
Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire
Skadden Ars, Slate, Meagher & Flom LLP
Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Interoffice Pouch to Los Angeles Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor
Wilmington, DE 19899
Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P A
Citizens Ban Center, Suite 1401
Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.
Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire
Finder, Slanina Liebesman, LLC
Wilmington, DE 19801
Hand Delivery Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
(Official Committee of
Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
1105 North Market Street, Suite 16th Floor
Wilmington, DE 19801
Hand Delivery (Counsel for Area Energy LLC) Norman L. Pernick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801
District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201
Washington, DC 20554
Anchorage, AK 99501
Banptcy Coordinator
MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225
Philadelphia, P A 19103
Baltimore, MD 21209
Greenwich, CT 06830
Unsecured
E. Kathleen Shahan, Esquire U.S. Deparment of Justice 1100 L Street, NW Washington, D.C. 20005
Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103
Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP the Stars, 28th Floor 2121 Avenue of Los Angeles, CA 90067
Anchorage, AK 99501
Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203