Case LSS Doc 899 Filed 03/01/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.
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1 Case LSS Doc 899 Filed 03/01/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CHAPARRAL ENERGY, INC., et al., Debtors x x Chapter 11 Case No (LSS) Jointly Administered Re Docket Nos. 783, 816 & 825 NOTICE OF FILING REVISED PLAN SCHEDULE 4 NEW BOARD PLEASE TAKE NOTICE that on January 25, 2017, the above-captioned debtors and debtors in possession (collectively, the Debtors ) filed their Joint Plan of Reorganization for Chaparral Energy, Inc. and Its Affiliate Debtors Under Chapter 11 of the Bankruptcy Code [Docket No. 783] (the Plan ). Capitalized terms used, but not defined, herein have the meanings set forth in the Plan. PLEASE TAKE FURTHER NOTICE that the Plan contains seven Plan Exhibits and five Plan Schedules (in each case, as may be amended, modified, or supplemented from time to time), all of which have been previously filed by the Debtors. PLEASE TAKE FURTHER NOTICE that on February 13, 2017, the Debtors filed the Notice of Filing Plan Schedule 4 New Board [Docket No. 825] setting forth certain Persons who will serve as directors of the Reorganized Parent as of the Effective Date. PLEASE TAKE FURTHER NOTICE that the Debtors are hereby filing a revised Plan Schedule 4 New Board setting forth the complete list of Persons who will serve as directors of the Reorganized Parent as of the Effective Date. PLEASE TAKE FURTHER NOTICE that the Plan Exhibits and Plan Schedules remain subject to continuing negotiations among the Debtors, the Prepetition Credit Agreement Lenders, and the Ad Hoc Noteholders Committee. The Debtors reserve all rights to amend, modify, or supplement the Plan Supplement and any of the documents contained therein in accordance with the terms of the Plan. To the extent material amendments or modifications are made to any of these documents, the Debtors will file a blackline version with the Bankruptcy 1 The Debtors in these cases, along with the last four digits (or five digits, in cases in which multiple Debtors have the same last four digits) of each Debtor s federal tax identification number, are CEI Acquisition, L.L.C. (1817); CEI Pipeline, L.L.C. (6877); Chaparral Biofuels, L.L.C (1066); Chaparral CO2, L.L.C. (1656); Chaparral Energy, Inc. (90941); Chaparral Energy, L.L.C. (20941); Chaparral Exploration, L.L.C. (1968); Chaparral Real Estate, L.L.C. (1655); Chaparral Resources, L.L.C. (1710); Green Country Supply, Inc. (2723); and Roadrunner Drilling, L.L.C. (2399). The Debtor s address is 701 Cedar Lake Blvd., Oklahoma City, OK RLF v.1
2 Case LSS Doc 899 Filed 03/01/17 Page 2 of 3 Court prior to the hearing (the Confirmation Hearing ) to consider confirmation of the Plan marked to reflect such amendments or modifications. PLEASE TAKE FURTHER NOTICE THAT the Plan Supplement is integral to, part of, and incorporated by reference into the Plan. Please note, however, these documents have not yet been approved by the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE THAT the Confirmation Hearing is scheduled to commence at 1000 a.m. prevailing Eastern Time on March 9, 2017, before The Honorable Laurie Selber Silverstein, United States Bankruptcy Court, District of Delaware, 824 North Market Street, 6 th Floor, Courtroom 2, Wilmington, Delaware This hearing may be continued by the Court or by the Debtors without further notice other than by announcement of same in open court and/or by filing a service and a notice of adjournment. PLEASE TAKE FURTHER NOTICE THAT the copies of the documents included in the Plan Supplement, the Plan, or any other document filed in the Debtors chapter 11 cases are available (a) at (b) by writing to Chaparral Energy, Inc., c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo, CA 90245; or (c) by calling (888) RLF v.1 2
3 Case LSS Doc 899 Filed 03/01/17 Page 3 of 3 Dated March 1, 2017 Wilmington, Delaware RICHARDS, LAYTON & FINGER, P.A. /s/ Brendan J. Schlauch Mark D. Collins (No. 2981) John H. Knight (No. 3848) Joseph C. Barsalona II (No. 6102) Brendan J. Schlauch (No. 6115) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King St. Wilmington, Delaware Telephone Fax collins@rlf.com knight@rlf.com barsalona@rlf.com schlauch@rlf.com - and - Richard A. Levy Keith A. Simon David F. McElhoe LATHAM & WATKINS LLP 885 Third Avenue New York, New York Telephone Fax richard.levy@lw.com keith.simon@lw.com david.mcelhoe@lw.com Counsel for Debtors and Debtors in Possession RLF v.1 3
4 Case LSS Doc Filed 03/01/17 Page 1 of 7 Schedule 4 New Board The following Persons will serve as directors of Reorganized Parent as of the Effective Date. Other than K. Earl Reynolds, none of these Persons (including the seventh director to be named later) are insiders of, or affiliated with, any Debtor in these Chapter 11 Cases. (1) K. Earl Reynolds, Chief Executive Officer (2) Douglas Brooks (3) Robert Heinemann (4) Kenneth Moore (5) Matthew Cabell (6) Samuel Langford (7) Gysle Shellum RLF v.1
5 Case LSS Doc Filed 03/01/17 Page 2 of 7 Brooks, Douglas Age 58 Former President & Chief Executive Officer Yates Petroleum Corporation Candidate Location Houston, TX Yates Petroleum Corporation was a privately owned, independent exploration and production company, headquartered in Artesia, New Mexico. YPC had a large acreage position across the western United States in proven, horizontal resource plays. The Company s focus areas were in the Permian Basin and Powder River Basins all with stacked oil plays with low-risk, multi-zone opportunities. Yates merged with EOG Resources on October 4, Revenue n/a Market Cap n/a Yates Petroleum ( ) President & Chief Executive Officer Aurora Oil & Gas Limited ( ) President & Chief Executive Officer Forest Oil Corporation (2012) Senior Vice President Compass Resources/KA Compass LLP ( ) President & Chief Executive Officer Marathon Oil Corporation ( ) Various roles including Director of Business Development, North & South America Mergers & Acquisitions None Madalena Energy Inc. Yates Petroleum (prvt) Aurora Oil & Gas Ltd. Compass Resources Corp. (prvt) Our Lady of the Lake University MBA, Finance University of Wyoming BS, Business Management
6 Case LSS Doc Filed 03/01/17 Page 3 of 7 Heinemann, Robert Age 65 Former President & Chief Executive Officer Berry Petroleum Company Candidate Location Plano, TX Berry Petroleum Company was acquired by Linn Energy through a stock-for-stock merger in December, 2013 in a transaction valued at $4.7 billion.. At closing, Berry was converted to a limited liability company named Berry Petroleum, LLC and remained an indirect wholly owned subsidiary of Linn. Berry s roots were in the California heavy oil business but the company expanded its asset base and operations into the Permian, Uinta and Piceance basins and in the Haynesville shale through a series of acquisitions from 2003 through The Company approximately tripled its production and reserves through these acquisitions and organic development over this same period of time Revenue N/A Market Cap N/A Berry Petroleum Company ( ) President & Chief Executive Officer Halliburton Company ( ) Vice President & Chief Technology Officer Mobil Corporation ( ) Vice President & General Manager, Mobil E&P Technology Company ( ) Manager, Surface Engineering & Upstream Strategic Research, Mobil Technology Company ( ) Various roles of increasing responsibility in Upstream Strategy, Business Planning, Operations, Technology and Engineering ( ) QEP Resources Crescent Point Energy Corp. Great Western Oil and Gas (prvt) Yates Petroleum Company (prvt) C12 Energy (prvt) Petroleum Place (prvt) Vanderbilt University Doctor of Philosophy, Chemical Engineering, 1979 Bachelor of, Chemical Engineering, 1975 Copyright Korn Ferry. All Rights Reserved.
7 Case LSS Doc Filed 03/01/17 Page 4 of 7 Moore, Kenneth (Ken) Age 47 Former Managing Director First Reserve Corporation Candidate Location Greenwich, CT First Reserve is a leading global private equity and infrastructure investment firm exclusively focused on energy Revenue n/a Market Cap n/a First Reserve Corporation ( ) Managing Director Morgan Stanley & Co. ( ) Vice President Chase Securities, Inc. ( ) Associate Cobalt International Enstar Group Dresser Rand Chart Industries Cornell University MBA, 1998 Tufts University BA, English, 1991
8 Case LSS Doc Filed 03/01/17 Page 5 of 7 Cabell, Matthew (Matt) Age 58 Retired President Seneca Resources Corporation Candidate Location Kiawah Island, SC Seneca Resources Corporation is a wholly owned subsidiary of National Fuel Gas Company. The Company explores for, develops and produces natural gas and oil reserves in California, Kansas and the Appalachian Region including the Marcellus and Utica Shales Revenue n/a Market Cap n/a National Fuel Gas Company ( ) President, Seneca Resources Corporation ( ) Senior Vice President ( ) Marubeni America Corporation ( ) Executive Vice President, Marubeni Oil & Gas, USA Randall & Dewey, Inc. (2003) Vice President, Projects Independent Oil and Gas Consultant ( ) Texaco Corporation ( ) Vice President, Gulf of Mexico Exploration; Texaco Exploration Amerada Hess Corporation ( ) Division Geologist ( ) Assistant to the Senior Vice President ( ) Texaco Exploration & Production ( ) Regional Study Manager Exploration Team Leader None known None known Johnson Graduate School of Management; Cornell University MBA, 1990 University of Michigan BS, Geology, 1980
9 Case LSS Doc Filed 03/01/17 Page 6 of 7 Langford, Samuel (Sam) Age 59 Former General Manager Newfield Exploration Co. Candidate Location Tulsa, Oklahoma Newfield Exploration Co. operates as an independent energy company. It engages in the exploration, evaluation, development and production of crude oil, natural gas, and natural gas liquids. It operates through the United States and China geographical segments. The company was founded by Joe B. Foster in 1988 and is headquartered in The Woodlands, TX Revenue $1.56B Market Cap $7.76B Langford Upstream Advisory LLC (2013 Present) Principal Newfield Exploration Co. ( ) Senior Corporate Advisor ( ) General Manager (2011) Vice President, Corporate Development ( ) Manager, Acquisitions, Planning and Commercial Development, Mid-Continent ( ) Langford Energy, Inc. ( ) Principal Cockrell Oil Corporation ( ) Vice President, Acquisitions and Exploitation British Gas E&P ( ) Manager Tenneco Oil Co. ( ) Corporate Manager ( ) Senior Engineer ( ) Exxon USA ( ) Engineer Basic Energy Services None known Auburn University BS, Mechanical Engineering, 1979 Copyright Korn Ferry. All Rights Reserved.
10 Case LSS Doc Filed 03/01/17 Page 7 of 7 Shellum, Gysle Age 65 Retired Chief Financial Officer PDC Energy, Inc. Candidate Location Littleton, CO PDC Energy, Inc. is a natural gas and crude oil company. It operates through the Oil and Gas Exploration, and Production; and Gas Marketing segments. The Oil and Gas Exploration and Production segment engages in the production and sale of natural gas, natural gas liquids and crude oil. The Gas Marketing segment consists of Riley Natural Gas co.'s activities. The company was founded in 1969 and is headquartered in Denver, CO Revenue $391M Market Cap $4.10B PDC Energy, Inc. ( ) Chief Financial Officer Enlink Midstream ( ) Vice President Crosstex Energy Value Capital ( ) Principal Financial Trade Services, Inc. ( ) Chief Operating Officer & Chief Financial Officer Duer Wagner & Co. ( ) Chief Financial Officer American International Petroleum Corp. ( ) Chief Financial Officer Harken Exploration Company ( ) Vice President, Finance Terrapet Energy Company ( ) Treasurer & Controller Arthur Andersen & Co. ( ) Audit Manager None known None known University of Texas BBA, 1978
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