Case 15-13441

Doc 34-3 Filed 09/22/15 Entered 09/22/15 18:16:55

Atherton Declaration Page 1 of 7

Exhibit C
Atherton Declaration

Desc Exhibit

Case 15-13441

Doc 34-3 Filed 09/22/15 Entered 09/22/15 18:16:55

Atherton Declaration Page 2 of 7

Desc Exhibit

UNITED STATES BANKRUPTCY COURT

DISTRICT OF MASSACHUSETTS
EASTERN DIVISION
__________________________________________
In re:
)
)
)
BUCKINGHAM OIL INTERESTS, INC.
)
)
)
Debtor.
)
_______________________________________
)

Chapter 11
Case No.: 15-13441 (JNF)

DECLARATION OF CHRIS ATHERTON IN SUPPORT OF THE APPLICATION OF

THE CHAPTER 11 TRUSTEE FOR ENTRY OF AN ORDER AUTHORIZING THE
EMPLOYMENT OF ENERGYNET.COM AS SALES BROKER AND CONSULTANT
NUNC PRO TUNC TO SEPTEMBER 22, 2015
I, Chris Atherton, hereby declare under penalty of perjury that, to the best of my
knowledge and belief, and after reasonably inquiry, the following is true and correct:
1.

I am the President of EnergyNet.com, Inc. (EnergyNet), an oil and gas

marketing and divestiture firm that maintains its corporate headquarters at 7201 I-40 West, Suite
319, Amarillo, Texas 79106, and I am duly authorized to make this declaration (the
Declaration) on behalf of EnergyNet.
2.

I make this Declaration in support of the application (the Application) of the

Chapter 11 Trustee, filed contemporaneously herewith, for the entry of an order authorizing the
retention and employment of EnergyNet pursuant to sections 327(a) and 328(a) of the
Bankruptcy Code as sales broker and consultant to the Chapter 11 Trustee. This Declaration is
also submitted as the statement required under Bankruptcy Rule 2014(a) and MLBR 2014-1.
3.

I have personal knowledge of the matters set forth herein and, if called as a

witness, I would testify thereto. Certain of the disclosures herein, however, relate to matters

Case 15-13441

Doc 34-3 Filed 09/22/15 Entered 09/22/15 18:16:55

Atherton Declaration Page 3 of 7

Desc Exhibit

within the personal knowledge of other professionals at EnergyNet and are based on information
provided by them.
4.

EnergyNet has not received any funds in connection with this case as of the date

5.

I have reviewed the provisions of MLBR 2016-1.

hereof.

EnergyNets Qualifications
6.

EnergyNet is a professional firm with expertise across a full range of interests in

oil and gas marketing and divestitures.

EnergyNet is an upstream oil and gas property

transaction advisory firm specializing in the preparation, evaluation, analysis, marketing,

negotiating, and closing of oil and gas properties. EnergyNet conducts efficient oil and gas
auction, sealed bid, and negotiated sale services that facilitate transactions of producing working
interests (operated and non-operated), overrides, royalties, mineral interests, and non-producing
leaseholds.
7.

EnergyNet is unique in its approach, as the bulk of its sales solicitations and

auctions are conducted online. EnergyNet offers a continuous oil and gas property marketplace
with due diligence and bidding available 24/7/365. EnergyNet has the largest marketplace of
registered and accredited bidders, which maximizes competition and obtains the highest possible
price for the interests while simultaneously minimizing costs. Auctions and sealed bids close
weekly. EnergyNets technological reach presents an oil and gas property portfolio to thousands
of potential buyers with multi-billion-dollar buying power and allows buyers the flexibility and
convenience of conducting their acquisition and divestment activities online.
8.

EnergyNet is capable of marketing properties ranging from $1,000 to

$50,000,000. This flexibility is essential given the varied properties in the bankruptcy estate and
the potential packaging of such properties. Since its inception in 1999, EnergyNet has sold over
-2-

Case 15-13441

Doc 34-3 Filed 09/22/15 Entered 09/22/15 18:16:55

Atherton Declaration Page 4 of 7

40,000 individual properties for over $1.3 billion.

Desc Exhibit

EnergyNet sellers include ExxonMobil,

Chevron, Shell, Apache, Devon, EOG, Bank of America, Wells Fargo, FDIC, EnCana, Newfield,
Chesapeake, Hilcorp, Merit Energy, the State of Colorado, the State of Utah, the State of North
Dakota, foundations, churches, universities, individuals, and others. EnergyNet has over 18,000
registered, accredited and qualified bidders. In 2014, EnergyNet sold assets from 395 unique
sellers in relation to 4,552 listed properties that were sold for $283,717,780. EnergyNet is a
FINRA registered broker/dealer and pre-screens participating bidders to confirm their suitability
to participate and close a sale on becoming a successful bidder. EnergyNet is a licensed
auctioneer in good standing in the State of Texas, but does business throughout the nation.
EnergyNet has never been subject to any disciplinary proceedings.
9.

EnergyNet and its professionals have sold, marketed, and consulted on assets

through their action process in the following bankruptcy cases:

In re Exterra Energy, Inc.
United States Bankruptcy Court
Northern District of Texas (Fort Worth)
Case No. 11-46956
In re Shale Synergy, LLC
United States Bankruptcy Court
Northern District of Texas (Dallas)
Case No. 10-31683
In re Energytec, Inc.
United States Bankruptcy Court
Eastern District of Texas (Sherman)
Case No. 09-41477
In re Lexington Oil and Gas Ltd., Co.
United States Bankruptcy Court
Eastern District of Oklahoma (Okmuglee)
In re L-Texx Petroleum, LP
United States Bankruptcy Court
Eastern District of Texas (Beaumont)
Case No. 07-10217
-3-

Case 15-13441

Doc 34-3 Filed 09/22/15 Entered 09/22/15 18:16:55

Atherton Declaration Page 5 of 7

Desc Exhibit

In re Houston Petroleum Co.

United States Bankruptcy Court
Southern District of Texas (Houston)
Case No. 08-31769

EnergyNets Disinterestedness
10.

In connection with its proposed retention, EnergyNet undertook to determine: (a)

whether it had any relationships that might cause it to not to be a disinterested person or whether
it holds or represents an interest adverse to the estate; and (b) all connections (as such term is
used in Bankruptcy Rule 2014) to the debtor, its creditors, other parties in interest, the U.S.
Trustee, or any person employed in the office of the U.S. Trustee.
11.

After conducting a review of the list of relevant parties provided by K&L Gates

LLP, I represent that EnergyNet: (i) is not a creditor, equity security holder, or insider of the
debtor; (ii) has never been a director, officer, or employee of the debtor; and (iii) does not have
an interest materially adverse to the interest of the estate or any class of creditors or equity
security holders for any reason. As such, I believe EnergyNet is a disinterested person as
defined in section 101(14) of the Bankruptcy Code. Moreover, EnergyNet does not hold or
represent an interest adverse to the estate. Except as set forth below, EnergyNet does not have
any connection with the debtor, its creditors, or any other party in interest, their respective
attorneys or accountants, the U.S. Trustee, or any person employed in the office of the U.S.
Trustee.
12.

Due to EnergyNets robust and unique platform, a substantial number of parties

in interest are registered users (i.e. buyers or sellers) on the platform.1 In particular, the debtor:

Status as a registered user, however, does not mean that the party has actually bought or sold
any properties marketed or facilitated by EnergyNet.
-4-

Case 15-13441

Doc 34-3 Filed 09/22/15 Entered 09/22/15 18:16:55

Atherton Declaration Page 6 of 7

Desc Exhibit

(i) established a seller account on February 6, 2005, but never used the account to sell assets; and
(ii) established a buyer account on November 15, 2005, but never executed certain formalities in
connection with the account, never attempted to bid on or purchase assets, and only used the
account for screening opportunities and conducting diligence. EnergyNet does not represent or
advise any of parties of interest that are registered users in connection with this case, and the fact
that a party is a registered user or has previously used the EnergyNet platform does not suggest
that EnergyNet is not a disinterested person or holds or represents interests adverse to the estate.
Indeed, qualified bidders will have to become registered users in order to participate in the
Trustees contemplated sale process. If the Court or the U.S. Trustees Office requires additional
information regarding these users, EnergyNet, will endeavor to expeditiously provide it in a
manner that preserves confidentiality.
13.

Accordingly, to the best of my knowledge, EnergyNet is a disinterested person

within the meaning of section 101(14) of the Bankruptcy Code, and does not hold or represent an
interest adverse to the estate.
EnergyNets Compensation and Indemnification
14.

The 3.5% commission rate set forth in the Application is consistent with

EnergyNets typical compensation for work of this nature, whether in or out of court.
Compensation is set at a level designed to compensate EnergyNet fairly for the work of its
professionals and cover related expenses.
15.

EnergyNet has not agreed to share with any person or entity the compensation to

be paid for the services rendered in this case.

16.

I shall amend this statement immediately upon my learning that (a) any of the

representations made herein are incorrect; or (b) there is any change of circumstance relating
thereto.
-5-

Case 15-13441

Doc 34-3 Filed 09/22/15 Entered 09/22/15 18:16:55

Atherton Declaration Page 7 of 7

Desc Exhibit