IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE )

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
LONE PINE RESOURCES INC., et al.,1
Debtors in a Foreign Proceeding.
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Chapter 15
Case No. 13-12487 (BLS)
Jointly Administered
Objection Deadline: March 7, 2014 at 4:00 p.m. (EST)
Hearing Date: March 19, 2014 at 1:00 p.m. (EDT)
NOTICE OF MOTION AND HEARING
PLEASE TAKE NOTICE that, on February 5, 2014, Lone Pine Resources
Canada Ltd., in its capacity as the authorized foreign representative (the “Foreign
Representative”) of the above-captioned debtors in a proceeding commenced under Canada’s
Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended, and pending before
the Court of Queen’s Bench of Alberta, filed the Foreign Representative’s (I) Final Report and
(II) Motion to Close the Chapter 15 Cases (the “Final Report and Motion”) with the United
States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
PLEASE TAKE FURTHER NOTICE that any responses or objections to the
Final Report and Motion must be filed in writing with the Bankruptcy Court, 824 North Market
Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned
counsel for the Foreign Representative on or before March 7, 2014 at 4:00 p.m. (EST).
PLEASE TAKE FURTHER NOTICE that if an objection is timely filed, served
and received and such objection is not otherwise timely resolved, a hearing to consider such
objection and the Final Report and Motion will be held before The Honorable Brendan L.
1
The Debtors in the foreign proceeding, along with the last four digits of the United States Tax
Identification Number or Canadian Business Number, as applicable, of each of the Debtors are as follows: (i) Lone
Pine Resources Inc. (9606); (ii) Lone Pine Resources Canada Ltd. (0801); (iii) Lone Pine Resources (Holdings) Inc.;
(iv) Wiser Delaware LLC (7365); and (v) Wiser Oil Delaware, LLC (9737).
RLF1 9876073v.1
Docket No. 109
Date Filed: 2/5/14
Shannon at the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom 1, Wilmington,
Delaware 19801 on March 19, 2014 at 1:00 p.m. (EDT).
IF NO OBJECTIONS TO THE FINAL REPORT AND MOTION ARE
TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE,
THE BANKRUPTCY COURT MAY APPROVE THE FINAL REPORT AND GRANT
THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR
HEARING.
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RLF1 9876073v.1
Dated: February 5, 2014
Wilmington, Delaware
/s/ Lee E. Kaufman
Mark D. Collins (No. 2981)
Lee E. Kaufman (No. 4877)
Amanda R. Steele (No. 5530)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
- and Steven M. Abramowitz
VINSON & ELKINS LLP
666 Fifth Avenue, 26th Floor
New York, New York 10103
Telephone: (212) 237-0137
Facsimile: (917) 849-5381
- and Rebecca L. Petereit
VINSON & ELKINS LLP
Trammell Crow Center
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201-2975
Telephone: (214) 220-7700
Facsimile: (214) 220-7716
Attorneys for the Foreign Representative
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
LONE PINE RESOURCES INC., et al.,1
Debtors in a Foreign Proceeding.
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Chapter 15
Case No. 13-12487 (BLS)
Jointly Administered
Objection Deadline: March 7, 2014 at 4:00 p.m. (EST)
Hearing Date: March 19, 2014 at 1:00 p.m. (EDT)
FOREIGN REPRESENTATIVE’S (I) FINAL REPORT
AND (II) MOTION TO CLOSE THE CHAPTER 15 CASES
Lone Pine Resources Canada Ltd., in its capacity as the authorized foreign representative
(the “Foreign Representative”) of the above-captioned debtors (collectively, the “Debtors” or the
“LPR Group”) in a proceeding (the “CCAA Proceeding”) commenced under Canada’s
Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended, and pending before
the Court of Queen’s Bench of Alberta (the “Canadian Court”), hereby submits (i) this final
report with respect to the above-captioned chapter 15 cases (the “Chapter 15 Cases”), and
(ii) this motion (together, the “Final Report and Motion”), pursuant to sections 350(a) and
1517(d) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”),
Rule 5009(c) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule
5009-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware (the “Local Rules”), for the entry of an order closing the
Chapter 15 Cases. In support of this Final Report and Motion, the Foreign Representative
respectfully represents as follows:
1
The Debtors in the foreign proceeding, along with the last four digits of the United States Tax
Identification Number or Canadian Business Number, as applicable, of each of the Debtors are as follows: (i) Lone
Pine Resources Inc. (9606); (ii) Lone Pine Resources Canada Ltd. (0801); (iii) Lone Pine Resources (Holdings) Inc.;
(iv) Wiser Delaware LLC (7365); and (v) Wiser Oil Delaware, LLC (9737).
RLF1 9872806v.1
JURISDICTION AND VENUE
1.
This Court has jurisdiction over this Final Report and Motion pursuant to
28 U.S.C. §§ 157 and 1334 and section 1501 of the Bankruptcy Code. This matter is a core
proceeding within the meaning of 28 U.S.C. § 157(b)(2).
Venue is proper in this district
pursuant to 28 U.S.C. § 1410.
2.
The statutory predicates for the relief requested herein are sections 350 and 1517 of
the Bankruptcy Code, Bankruptcy Rule 5009(c), and Local Rule 5009-2.
FINAL REPORT
3.
The LPR Group is an independent oil and gas exploration, development, and
production company with operations exclusively in Canada. All reserves, producing properties
and exploration prospects of the LPR Group are held by LPR Canada and are located in Alberta
and British Columbia (Deep Basin and Peace River Arch areas), Quebec (Utica Shale), and the
Northwest Territories (Liard Basin). The Debtors are managed on a consolidated basis out of the
LPR Group’s corporate headquarters in Calgary, Alberta.2 All corporate-level decision-making
and corporate administrative functions affecting the Debtors, including decisions on capital
expenditures and business development initiatives, are centralized in the Calgary office; indeed,
the entire LPR Group management team is based in Calgary. Additionally, all active business
operations of the LPR Group are undertaken, and all producing assets of the LPR Group are
located, entirely in Canada.
4.
On September 25, 2013, the Debtors commenced the CCAA Proceeding in the
Canadian Court in order to restructure their debt obligations, for the long-term benefit of their
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Debtors Wiser Delaware LLC and Wiser Oil Delaware, LLC were recently wound up in connection with
the implementation of, and in accordance with the terms of, the CCAA Plan (as defined herein).
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creditors and stakeholders, by proposing to file a plan of compromise and arrangement for
consideration by their creditors.3 That same day, the Canadian Court entered its Initial Order,
granting certain initial relief in connection with the CCAA Proceeding, and appointed
PricewaterhouseCoopers Inc. (the “Monitor”) as the Court-appointed Monitor of the Debtors.
Subsequently on September 25, 2013, the Foreign Representative commenced the Chapter 15
Cases in this Court, seeking recognition of the CCAA Proceeding as a foreign main proceeding
under chapter 15 of the Bankruptcy Code.
5.
In connection with the filing of the Chapter 15 Cases, the Foreign Representative
filed the Foreign Representative’s Motion for Orders Granting Provisional and Final Relief in
Aid of Foreign CCAA Proceeding [Docket No. 4] (the “Recognition Motion”), pursuant to which
the Foreign Representative sought, inter alia, certain provisional relief in connection with the
Chapter 15 Cases. Following a first day hearing in the Chapter 15 Cases on September 26, 2013,
this Court granted the provisional relief sought in the Recognition Motion, entering the Order
Granting Provisional Relief [Docket No. 18] (the “Provisional Order”).
Pursuant to the
Provisional Order, this Court, inter alia, recognized the Initial CCAA Order on an interim basis,
stayed the commencement or continuation of any actions against the Debtors or their assets, and
provided for the immediate application of section 362 of the Bankruptcy Code to the Debtors.
On October 18, 2013, this Court entered the Order Granting Recognition of Foreign Main
Proceeding and Certain Related Relief on a Final Basis [Docket No. 58], granting the relief
requested in the Recognition Motion on a final basis.
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Additional information about the Debtors’ business and operations and additional facts and circumstances
surrounding the CCAA Proceeding and these cases are set forth in the Declaration of Tim S. Granger in Support of
(I) Verified Chapter 15 Petitions, (II) Foreign Representative’s Motion for Orders Granting Provisional and Final
Relief in Aid of Foreign CCAA Proceeding, and (III) Certain Related Relief [Docket No. 7].
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6.
The Debtors’ proposed plan of reorganization was initially filed with the Canadian
Court on December 6, 2013, and was subsequently amended on December 27, 2013. Generally,
the purpose of the Amended and Restated Plan of Compromise and Arrangement, dated
December 27, 2013 (the “CCAA Plan”), is to: (a) implement a recapitalization of the LPR
Group, which will significantly reduce the indebtedness of the LPR Group and provide essential
financing to address current and future liquidity needs; (b) provide for settlement of all allowed
affected claims; (c) effect a release and discharge of all affected claims and released claims; and
(d) ensure the continued viability and ongoing operations of the LPR Group. The CCAA Plan
was put forward based on the expectation that, overall and in the aggregate, parties who have an
economic interest in the LPR Group, when considered as a whole, would derive a greater benefit
from the implementation of the CCAA Plan than would result from a forced sale or liquidation of
the LPR Group’s assets through bankruptcy, exercise of creditors’ rights or receivership
proceedings.
7.
On December 13, 2013, the Canadian Court entered a Meeting Order (the
“Meeting Order”), which, inter alia, authorized and directed the Debtors to call meetings (the
“Meetings”) of their Affected Unsecured Creditors (as defined in the CCAA Plan) to vote on the
CCAA Plan, and authorized the Monitor to send copies of the approved meeting materials to the
Affected Unsecured Creditors (as defined in the CCAA Plan) prior to the Meetings.
The
Meetings were held on Monday, January 6, 2014, at which time the CCAA Plan was approved
by the Required Majorities (as defined in the CCAA Plan).
8.
Subsequently, on January 9, 2014, the Canadian Court held a hearing to consider
the CCAA Plan, following which it issued a Sanction Order sanctioning and approving the
CCAA Plan. One day later, on January 10, 2014, this Court entered the Order Recognizing the
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Order of the Canadian Court Sanctioning and Approving the CCAA Plan [Docket No. 103] (the
“Plan Recognition Order”), thereby recognizing and enforcing the CCAA Plan and the Sanction
Order. On January 31, 2014, the Monitor filed the Monitor’s Certificate (Plan Implementation)
(the “Monitor’s Certificate”)4, indicating that the Plan Implementation Date (as defined in the
CCAA Plan) had occurred and that the CCAA Plan had gone effective.
9.
With the entry of the Plan Recognition Order by this Court and the occurrence of
the Plan Implementation Date (as defined in the CCAA Plan), the Foreign Representative has
determined that the purpose of the Foreign Representative’s appearance before this Court has
been fulfilled and there is no longer a reason for the Chapter 15 Cases to remain open. Thus, the
Foreign Representative seeks entry of an order closing the Chapter 15 Cases.
RELIEF REQUESTED
10.
By this Final Report and Motion, the Foreign Representative seeks entry of an
order, substantially in the form attached hereto as Exhibit B (the “Proposed Order”), finding that
the Chapter 15 Cases are fully administered, approving the Final Report, and closing the Chapter
15 Cases without prejudice, pursuant to sections 350 and 1517 of the Bankruptcy Code,
Bankruptcy Rule 5009(c), and Local Rule 5009-2.
BASIS FOR RELIEF
11.
Section 1517(d) of the Bankruptcy Code provides that “[a] case under this chapter
[15] may be closed in the manner prescribed under section 350.” 11 U.S.C. § 1517(d). Pursuant
to section 350 of the Bankruptcy Code, a bankruptcy case may be closed “[a]fter an estate is
fully administered.”
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11 U.S.C. § 350(a).
Additionally, pursuant to Local Rule 5009-2, “a
A copy of the Monitor’s Certificate is attached hereto as Exhibit A.
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RLF1 9872806v.1
foreign representative . . . may seek the entry of a final decree when the purpose of the
representative’s appearance in the Court is completed . . . .” Del. Bankr. L.R. 5009-2.
12.
A chapter 15 case has no “estate” per se. See In re Fairfield Sentry Ltd., 458 B.R.
665, 683 (S.D.N.Y. 2011). “Fully administered” means, at a minimum, that administrative
claims have been provided for, and there are no outstanding motions, contested matters or
adversary proceedings. In re Kliegl Brothers, 238 B.R. 531 (Bankr. E.D.N.Y. 1999). A party
may apply for an order closing a bankruptcy case after substantially all of the issues have been
resolved and the plan has been substantially consummated. In re A.H. Robins, Co., Inc., 219
B.R. 145 (10th Cir. 1998). If no objection to the final report is filed, the estate is presumed to
have been fully administered and may be closed. Bankruptcy Rule 5009(c); In re Ginsberg, 164
B.R. 870, 873 (Bankr. S.D.N.Y. 1994).
The intended meaning of section 1517(d) of the
Bankruptcy Code, Bankruptcy Rule 5009(c), and Local Rule 5009-2 is clear: once the need for a
chapter 15 case no longer exists and the purpose of the representative’s appearance in the U.S.
court is completed, the case may be closed.
13.
Here, there are no outstanding motions, contested matters or adversary
proceedings. Therefore, the requirements of section 350(a) of the Bankruptcy Code have been
met. For this reason, the Foreign Representative submits that the Chapter 15 Cases have been
fully administered.
14.
Further, Bankruptcy Rule 5009(c) provides that a foreign representative shall:
file a final report when the purpose of the representative’s
appearance in the court is completed. The report shall describe the
nature and results of the representative’s activities in the court.
The foreign representative shall transmit the report to the United
States trustee, and give notice of its filing to the debtor, all persons
or bodies authorized to administer foreign proceedings of the
debtor, all parties to litigation pending in the United States in
which the debtor was a party at the time of the filing of the
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petition, and such other entities as the court may direct. The
foreign representative shall file a certificate with the court that
notice has been given. If no objection has been filed by the United
States trustee or a party in interest within 30 days after the
certificate is filed, there shall be a presumption that the case has
been fully administered.
Fed. R. Bankr. P. 5009(c).
15.
In accordance with the provisions of Bankruptcy Rule 5009(c), the Final Report
describes the Foreign Representative’s activities in the Chapter 15 Cases.
16.
The Foreign Representative expects no objection to the Final Report and Motion
from the United States Trustee or parties in interest within the 30-day period mandated by
Bankruptcy Rule 5009(c). If no objections to the Final Report and Motion are filed, the lack of
objection creates a presumption that the cases have been fully administered under Bankruptcy
Rule 5009(c).
Further, even in the unlikely event that objections are filed, the Foreign
Representative submits that the facts as set forth in the Final Report demonstrate that the Chapter
15 Cases have been fully administered. Based on the foregoing, the Foreign Representative
respectfully requests that this Court enter an order, substantially in the form of the Proposed
Order attached hereto as Exhibit B, closing the Chapter 15 Cases.
NOTICE
17.
In accordance with the Order Scheduling Hearing and Specifying the Form and
Manner of Service of Notice [Docket No. 17], entered by the Court on September 26, 2013,
notice of this Final Report and Motion has been provided via first class mail to: (a) all persons or
bodies authorized to administer foreign proceedings of the Debtors; (b) counsel to JPMorgan
Chase Bank, N.A., Toronto Branch; (c) U.S. Bank National Association, as Trustee of the Senior
Notes; (d) the Office of the United States Trustee for the District of Delaware; and (e) all parties
that have requested notice of these proceedings pursuant to Bankruptcy Rule 2002. In light of
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the relief requested herein, the Foreign Representative respectfully submits that no other or
further notice of this Final Report and Motion is necessary under the circumstances.
CONSENT TO JURISDICTION
18.
Pursuant to Local Rule 9013-1(f), the Foreign Representative consents to the entry
of a final judgment or order with respect to this Final Report and Motion if it is determined that
the Bankruptcy Court would lack Article III jurisdiction to enter such final order or judgment
absent consent of the parties.
NO PRIOR REQUEST
19.
No previous request for the relief requested herein has been made to this or any
other court.
CONCLUSION
WHEREFORE, for the reasons set forth herein, the Foreign Representative respectfully
requests that the Court enter an order, substantially in the form attached hereto as Exhibit B,
closing the Chapter 15 Cases and granting such other relief as is just and proper.
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Dated: February 5, 2014
Wilmington, Delaware
Respectfully submitted,
/s/ Lee E. Kaufman
Mark D. Collins (No. 2981)
Lee E. Kaufman (No. 4877)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
- and Steven M. Abramowitz
VINSON & ELKINS LLP
666 Fifth Avenue, 26th Floor
New York, New York 10103
Telephone: (212) 237-0137
Facsimile: (917) 849-5381
- and Rebecca L. Petereit
VINSON & ELKINS LLP
Trammell Crow Center
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201-2975
Telephone: (214) 220-7700
Facsimile: (214) 220-7716
Attorneys for the Foreign Representative
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RLF1 9872806v.1
EXHIBIT A
Monitor’s Certificate
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EXHIBIT B
Proposed Order
RLF1 9872806v.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
LONE PINE RESOURCES INC.,
Debtor.
In re:
LONE PINE RESOURCES CANADA LTD.,
Debtor.
In re:
LONE PINE RESOURCES (HOLDINGS)
INC.,
Debtor.
In re:
WISER DELAWARE LLC,
Debtor.
In re:
WISER OIL DELAWARE, LLC,
Debtor.
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Chapter 15
Case No. 13-12487 (BLS)
Chapter 15
Case No. 13-12488 (BLS)
Chapter 15
Case No. 13-12491 (BLS)
Chapter 15
Case No. 13-12489 (BLS)
Chapter 15
Case No. 13-12490 (BLS)
ORDER (I) APPROVING FINAL REPORT
AND (II) GRANTING MOTION TO CLOSE THE CHAPTER 15 CASES
RLF1 9872806v.1
Upon the Final Report and Motion to Close the Chapter 15 Cases (the “Final Report and
Motion”)1, filed by Lone Pine Resources Canada Ltd., in its capacity as the authorized foreign
representative (the “Foreign Representative”) of the above-captioned debtors (the “Debtors”) in a
proceeding commenced under Canada’s Companies’ Creditors Arrangement Act, R.S.C. 1985, c.
C-36, as amended, and pending before the Court of Queen’s Bench of Alberta, for entry of an
order, pursuant to Bankruptcy Code sections 350(a) and 1517(d), Bankruptcy Rule 5009(c) and
Local Rule 5009-2, closing the Chapter 15 Cases; and due and proper notice of the Final Report
and Motion having been given, which notice was adequate and for all purposes such that no
other or further notice thereof need be given; and all interested parties having had an opportunity
to be heard; and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT:
1.
The Final Report and Motion are approved and granted, respectively, as set forth
2.
The following Chapter 15 Cases are hereby closed pursuant to sections 350(a) and
herein.
1517(d) of the Bankruptcy Code, without prejudice to the right of the Debtors or the Foreign
Representative to seek an order reopening any of the Chapter 15 Cases under section 350(b) of
the Bankruptcy Code:
In re Lone Pine Resources Inc. - Case No. 13-12487 (BLS)
In re Lone Pine Resources Canada Ltd. - Case No. 13-12488 (BLS)
In re Lone Pine Resources (Holdings) Inc. - Case No. 13-12491 (BLS)
In re Wiser Delaware LLC - Case No. 13-12489 (BLS)
In re Wiser Oil Delaware, LLC - Case No. 13-12490 (BLS)
1
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the
Final Report and Motion.
2
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3.
Any orders heretofore entered by this Court in the Chapter 15 Cases shall survive
entry of this Order.
4.
This Court shall retain jurisdiction with respect to its prior orders in the Chapter 15
Cases, the enforcement, amendment or implementation of this Order, or requests for any
additional relief in or related to the Chapter 15 Cases.
Dated: March ____, 2013
Wilmington, Delaware
___________________________________________
THE HONORABLE BRENDAN L. SHANNON
UNITED STATES BANKRUPTCY JUDGE
3
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Internal CM/ECF Live Database
Page 1 of 4
File a Motion:
13-12487-BLS Lone Pine Resources Inc.
Type: bk
Chapter: 15 v
Assets: y
Judge: BLS
Office: 1 (Delaware)
Case Flag: MEGA, LEAD
U.S. Bankruptcy Court
District of Delaware
Notice of Electronic Filing
The following transaction was received from Lee E. Kaufman entered on 2/5/2014 at 4:13 PM EST and
filed on 2/5/2014
Case Name:
Lone Pine Resources Inc.
Case Number:
13-12487-BLS
Document Number: 109
Docket Text:
Motion for Final Decree (Foreign Representative's (I) Final Report and (II) Motion to Close the Chapter
15 Cases) Filed by Lone Pine Resources Canada Ltd.. Hearing scheduled for 3/19/2014 at 01:00 PM at
US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #1, Wilmington, Delaware. Objections due by
3/7/2014. (Attachments: # (1) Notice # (2) Exhibit A # (3) Exhibit B) (Kaufman, Lee)
The following document(s) are associated with this transaction:
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