Case LSS Doc 654 Filed 12/14/16 Page 1 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Transcription

1 Case LSS Doc 654 Filed 12/14/16 Page 1 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CHAPARRAL ENERGY, INC., et al., Debtors. 1 Chapter 11 Case No (LSS) Jointly Administered Objection Deadline: January 3, 2017 at 4:00 p.m. (ET) Hearing Date: January 24, 2017 at 9:30am (ET) COVER SHEETS TO THE SECOND INTERIM FEE APPLICATION OF EVERCORE GROUP L.L.C., DEBTORS INVESTMENT BANKER AND FINANCIAL ADVISOR, FOR ALLOWANCE OF AN ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM AUGUST 1, 2016 THROUGH OCTOBER 31, 2016 Name of Applicant: Authorized to provide professional services to: Date of retention: Period for which compensation and reimbursement is sought (the Fee Period ): Compensation sought as actual, reasonable and necessary: Expense reimbursement sought as actual, reasonable, and necessary: Evercore Group L.L.C. The above-captioned Debtors June 10, 2016, nunc pro tunc to May 9, 2016 August 1, 2016 October 31, 2016 $525, $10, This is an interim fee application. 2 1 The Debtors in these cases, along with the 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. (0941); Chaparral Energy, L.L.C. (0941); 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 Debtors address is 701 Cedar Lake Blvd., Oklahoma City, OK Notice of this Interim Fee Application shall be served in accordance with the Interim Compensation Order (as defined below) and objections to payment of the amounts described in this Interim Fee Application shall be addressed in accordance with such Order. 1

2 Case LSS Doc 654 Filed 12/14/16 Page 2 of 16 Summary of Prior Statements, Applications, Allowances and Compensation Sought May 9, 2016, Through October 31, 2016 Date & Docket No. 7/29/16 [340] 8/23/16 [437] Monthly Fee Statements Period Covered Requested Fees (1) Requested Expenses (2) CNO Date & Docket No. 5/9/16-6/30/16 $175, $82, /19/16 [428] 7/1/16-7/31/16 175, , /13/2016 [478] Approved Fees Approved Expenses Amounts Paid Amount Due $175, $82, $257, $ - 175, , , Total 1st Interim Period $350, $86, $350, $86, $436, $ - 9/27/16 [495] 10/26/16 [541] 12/2/16 [604] 8/1/16-8/31/16 $175, $ /1/16-9/30/16 175, , /18/16 [534] 11/16/16 [566] $140, $ $140, $35, , , , , /1/16-10/31/16 175, , N/A N/A N/A - 178, Total 2nd Interim Period $525, $10, $286, $248, Date & Docket No. 9/14/16 [483] 12/8/16 [N/A] Period Covered First Interim Period 5/9/16-7/31/16 Second Interim Period 8/1/16-10/31/16 Requested Fees (1) Interim Fee Applications Requested Expenses (2) 12 CNO Date & Docket No. Approved Fees Approved Expenses Amounts Paid Amount Due $350, , N/A 350, , , , , N/A N/A N/A 286, , Total $875, $97, $723, $248, Prior to the Petition Date, Evercore received $175, from the Debtors as the monthly fee payable on May 15, Evercore has applied $10,465.36, the balance of the prepetition expense retainer previously paid to Evercore by the Debtors, towards reimbursement of these expenses as described in the Application of the Debtors under Bankruptcy Code Sections 327(a) and 328(a), Bankruptcy Rules 2014(a) and 2016, and Local Bankruptcy Rules and Authorizing Employment and Retention of Evercore Group L.L.C. as Investment Banker and Financial Advisor to the Debtors Nunc Pro Tunc to the Petition Date [Docket No. 107]. 2

3 Case LSS Doc 654 Filed 12/14/16 Page 3 of 16 Professionals Evercore professionals rendering services during the Fee Period were: Professional & Title Hours August Lloyd Sprung, Senior Managing Director 17.5 Avinash D'Souza, Vice President 55.0 Steven Becker, Vice President 27.0 Curtis Flood, Vice President 9.0 Matthew Moss, Associate 39.5 Sol Jin, Associate 12.0 Connor Boyce, Analyst 54.0 Sub-Total September Lloyd Sprung, Senior Managing Director 28.0 Shaun Finnie, Senior Managing Director 2.0 Avinash D'Souza, Vice President 36.0 Steven Becker, Vice President 14.5 Curtis Flood, Vice President 17.0 David Gorney, Vice President 8.0 Matthew Moss, Associate 31.0 Sol Jin, Associate 3.0 Briklynd Briggs, Associate 8.0 Connor Boyce, Analyst 52.5 Sub-Total October Lloyd Sprung, Senior Managing Director 25.0 Shaun Finnie, Senior Managing Director 4.0 Lance Dardis, Senior Managing Director 3.5 Avinash D'Souza, Vice President 34.0 Steven Becker, Vice President 49.0 Curtis Flood, Vice President 8.5 Matthew Moss, Associate 42.0 Sol Jin, Associate 84.0 Connor Boyce, Analyst 73.5 Monica Winch, Reserve Analyst 21.0 Sub-Total Total (Evercore does not charge hourly rates to the Debtors and no hourly rates are associated with these professionals.) 3

4 Case LSS Doc 654 Filed 12/14/16 Page 4 of 16 Hours by Matter Hours expended by these professionals by matter during the Fee Period were: Matter Description Hours August 1. General Case Administration Due Diligence Business Plan and Strategy Capital Structure Review and Analysis Financing - 6. Asset Sales and Other M&A Activity - 7. Plan of Reorganization - 8. Board Communication - 9. Creditor/Vendor Communication Employee Severance and Compensation Expert Testimony Travel Evercore Retention 8.5 Sub-Total September 1. General Case Administration Due Diligence Business Plan and Strategy Capital Structure Review and Analysis Financing - 6. Asset Sales and Other M&A Activity - 7. Plan of Reorganization Board Communication - 9. Creditor/Vendor Communication Employee Severance and Compensation Expert Testimony Travel Evercore Retention 16.5 Sub-Total October 1. General Case Administration Due Diligence Business Plan and Strategy Capital Structure Review and Analysis Financing Asset Sales and Other M&A Activity - 7. Plan of Reorganization Board Communication Creditor/Vendor Communication Employee Severance and Compensation Expert Testimony Travel Evercore Retention 14.0 Sub-Total Total

5 Case LSS Doc 654 Filed 12/14/16 Page 5 of 16 Summary of Expenses by Category Allocation Matter Description Total Expenses Transportation / Travel $4, Meals Dataroom 3, Legal 1, Total Expenses $10,

6 Case LSS Doc 654 Filed 12/14/16 Page 6 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CHAPARRAL ENERGY, INC., et al., Debtors. 1 Chapter 11 Case No (LSS) Jointly Administered SECOND INTERIM FEE APPLICATION OF EVERCORE GROUP L.L.C., DEBTORS INVESTMENT BANKER AND FINANCIAL ADVISOR, FOR ALLOWANCE OF AN ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM AUGUST 1, 2016 THROUGH OCTOBER 31, 2016 Evercore Group L.L.C. ( Evercore ), investment banker and financial advisor to the above-captioned debtors and debtors in possession (collectively, the Debtors ), submits this interim fee application (this Application ) for allowance of an administrative claim for compensation in the amount of $525, for professional services rendered by Evercore during the above-captioned period (the Fee Period ), and for reimbursement of actual and necessary expenses incurred in connection with such services in the amount of $10, Jurisdiction, Venue and Applicable Standards 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and Venue is proper pursuant to 28 U.S.C and This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 1 The Debtors in these cases, along with the 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. (0941); Chaparral Energy, L.L.C. (0941); 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 Debtors address is 701 Cedar Lake Blvd., Oklahoma City, OK

7 Case LSS Doc 654 Filed 12/14/16 Page 7 of The bases for and standards governing the relief requested herein are Sections 327, 328, 330, and 331 of chapter 11 of title 11 of the United States Code, (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), the Order Granting Application of the Debtors Under Bankruptcy Code Sections 327(a) and 328(a), Bankruptcy Rules 2014(a) and 2016, and Local Bankruptcy Rule and Authorizing Employment and Retention of Evercore Group L.L.C. as Investment Banker and Financial Advisor To the Debtors Nunc Pro Tunc to the Petition Date [Docket No. 203] (the Retention Order, a copy of which is attached hereto as Exhibit A), the Administrative Order Under 11 U.S.C. 105(a) and 331, Fed. R. Bankr. P. 2016(a) and Del. Bankr. L.R Establishing Procedures for Interim Compensation and Reimbursement of Professionals [Docket No. 164] (the Interim Compensation Order ), Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Bankruptcy Rules ), and the United States Trustee s Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. 330 (the Appendix A Guidelines ). Background 3. On May 9, 2016 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the Chapter 11 Cases ). Pursuant to Sections 1107 and 1108 of Bankruptcy Code, the Debtors have continued to operate their businesses and manage their properties as debtors in possession since the Petition Date. The Chapter 11 Cases are consolidated for procedural purposes only and administered jointly. 4. No trustee or examiner has been appointed in the Debtors Chapter 11 Cases. The United States Trustee for the District of Delaware (the U.S. Trustee ) has not appointed an official committee of unsecured creditors in the Debtors Chapter 11 Cases. 7

8 Case LSS Doc 654 Filed 12/14/16 Page 8 of A description of the Debtors business operations, capital and debt structures, and the events leading to the filing of the Chapter 11 Cases is set forth in the Declaration of Mark A. Fischer, Chief Executive Officer of Chaparral Energy, Inc., in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 14], which is incorporated herein by reference. 6. On May 20, 2016, the Debtors filed an application to employ Evercore, pursuant to the terms and conditions of that certain engagement letter, dated February 5, 2016, as their investment banker and financial advisor [Docket No. 107] (the Retention Application ). On June 10, 2016, this Court entered the Retention Order approving Evercore s retention nunc pro tunc to the Petition Date. The Retention Order approves Evercore s Fee and Expense Structure (as defined in the Retention Application), pursuant to Section 328(a) of the Bankruptcy Code, subject to the terms of the Retention Order. Summary of Services Rendered During the Fee Period 7. Evercore submits that the investment banking services and advice it rendered to the Debtors as in connection with the Chapter 11 Cases during the Fee Period, all at the direction of the Debtors or their counsel, were necessary and beneficial to the Debtors, their creditors and their estates. These services were performed at a high level and were often subject to significant time constraints. These services were necessary to address a multitude of critical issues both unique to these Chapter 11 Cases and typically faced by large corporate debtors in similar cases. 8. To provide a meaningful summary of its services provided on behalf of the Debtors and their estates, Evercore has established, in accordance with its internal procedures, certain subject matters categories (each, a Matter Category ) in connection with these Chapter 11 Cases. 9. The following is a summary, by Matter Category, of the most significant professional services provided by Evercore during the Fee Period. This summary is organized in accordance with Evercore s internal system of matter numbers. The detailed descriptions below 8

9 Case LSS Doc 654 Filed 12/14/16 Page 9 of 16 and the time records attached as Exhibit B demonstrate that Evercore was deeply involved in performing services for the Debtors on a daily basis, often including night and weekend work, to meet the needs of the Debtors estates in these Chapter 11 Cases. (i) General Case Administration, Matter Category 1 Total Hours: This category includes time spent by Evercore along, or in conjunction with the Debtors and their counsel and other professionals, in connection with the status or strategy of the case. This category also includes time spent on general administration and management of the cases and review of court documents filed by the Debtors and other parties-in-interest, except as such related to retention. (ii) Due Diligence, Matter Category 2 Total Hours: This category includes time spent by Evercore extending its understanding of the business of the Debtors, including by means of management meetings, document review, and analysis. This category also include time spent by Evercore extending its understanding of the industry in which the Debtors compete, conducting financial analysis of the Debtors business plan, including reviewing and analyzing key operational and financial assumptions in the business plan, reviewing the Debtors reserve database and assumptions therein, and reviewing other relevant financial analysis. (iii) Business Plan and Strategy, Matter Category 3 Total Hours: This category includes time spent by Evercore: (a) conducting financial analysis on the Debtors business plan, including reviewing, confirming and analyzing key operational and financial assumptions in the business plan, (b) reviewing the reserve database and valuation of the business, including confirming and analyzing the Debtors operational assumptions, (c) 9

10 Case LSS Doc 654 Filed 12/14/16 Page 10 of 16 assisting in the development of alternative business plans for the Debtors, and (d) reviewing other relevant financial analyses. 13. During the Fee period, particular notable services under this Matter Category included the following: analyzing the implications of various drilling programs on the Debtors liquidity and credit metrics, including analyzing any potential new money investment needed under various business plans and pricing environments; creating projections of the Debtors reserve value over time based on various business plans; projecting possible borrowing base levels of a new RBL facility based on projected reserve values; analyzing the effect of the bankruptcy on the Debtors liquidity throughout the case and upon emergence; reviewing various sensitivity analyses of commodity prices on the business plan; reviewing reserve databases and operating assumptions; having conference calls with the Debtors, RBL lenders, noteholders, and their advisors regarding the business plan and key assumptions underlying the business plan; updating the RBL lenders and noteholders advisors on various changes to the Debtors business plan throughout the case; and assisting the Debtors in creating presentations and assisting at diligence sessions for the RBL lenders and noteholders advisors. (iv) Capital Structure Review and Analysis, Matter Category 4 Total Hours: This category includes time spent by Evercore in negotiating the terms of the Debtors exit financing and evaluating the Debtors capital structure alternatives in light of the Debtors financial performance, market conditions, and other relevant factors. In addition, this category includes debt capacity analysis and any potential new money needed to determine the appropriate capital structure for the Debtors post-emergence. 15. During the Fee period, particular notable services under this Matter Category included the following: reviewing proposals from the RBL lender group and the Ad Hoc Group of Noteholders on terms of the new RBL and Term Loan facility; negotiating terms of such 10

11 Case LSS Doc 654 Filed 12/14/16 Page 11 of 16 proposals with the various creditor groups; projecting cash flows, liquidity, and credit metrics based on proposals received for the emergence capital structure; analyzing proposed financial covenants under various business plans and commodity price levels and negotiating such covenant levels; researching similar bankruptcies to formulate recommendations on potential capital structures upon emergence; analyzing the Debtors debt capacity under various operating and commodity pricing scenarios; and having conference calls with the Debtors, RBL lenders, noteholders, and their respective advisors regarding the capital structure of the Debtors upon emergence. (v) Financing, Matter Category 5 Total Hours: In general, this category includes time spent by Evercore in identifying and contacting potential sources of financing, including exit financing, as well as time spent negotiating and structuring the terms of such financing. During the fee period Evercore was involved with negotiating the terms of the Exit RBL and Term Loan Facility with the RBL lender group. Certain of these post-petition hours may have been included in Matter Category #3. (vi) Asset Sales and Other M&A Activity, Matter Category 6 Total Hours: N/A 17. In general, this category includes time spent by Evercore advising the Debtors on sale of the Debtors assets, including developing offering memoranda, contacting potential buyers, assisting potential buyers with due diligence, structuring a potential transaction and negotiating with buyers. In addition, generally this category includes time spent by Evercore on any other M&A activity of the Debtors. Certain hours in the September Monthly Fee Statement were incorrectly allocated to this matter category and have been reclassified to Matter Category #3. 11

12 Case LSS Doc 654 Filed 12/14/16 Page 12 of 16 (vii) Plan of Reorganization, Matter Category 7 Total Hours: This category includes time spent by Evercore assisting the debtors in developing a plan of reorganization and disclosure statement. 19. During the Fee period, particular notable services under this Matter Category included the following: assisting in creation of projections to be eventually used in the Disclosure Statement and reviewing drafts of the Restructuring Support Agreement. (viii) Board Communications, Matter Category 8 Total Hours: This category includes time spent by Evercore participating in meetings, conference calls and correspondences with the Debtors Board of Directors. The category also includes time spent drafting and developing presentations to the Board of Directors and responding to the Board s due diligence requests. (ix) Creditor/Vendor Communication, Matter Category 9 Total Hours: In general, this category includes time spent by Evercore negotiating and discussing a wide range of issues with creditors, vendors, other parties-in-interest and their respective legal and financial advisors. The category also includes time spent drafting and developing presentations for creditors and other parties-in-interest and in responding to their due diligence requests. 22. During the Fee period, particular notable services under this Matter Category included the following: discussions with various creditors and assisting the Company with diligence requests from creditors. (x) Employee Severance and Compensation, Matter Category 10 Total Hours:

13 Case LSS Doc 654 Filed 12/14/16 Page 13 of This category includes time spent by Evercore analyzing and evaluating labor and retention plans for employees of the Debtors. In particular, Evercore assisted the Debtors in diligence and negotiations on its management incentive plan. Certain of these post-petition hours may have been included in Matter Category #3 and #4. (xi) Travel, Matter Category 12 Total Hours: This category includes time spent traveling to and from the Debtors offices, to Court hearings or to other destinations on the Debtors behalf. (xii) Evercore Retention, Matter Category 13 Total Hours: In general, this category includes time spent by Evercore preparing and reviewing its Retention Application, Monthly Fee Statements and Fee Applications. 22. During the Fee period, particular notable services under this Matter Category includes category includes time spent by Evercore preparing and reviewing its Monthly Fee Statements and Fee Applications. 26. Typical of investment bankers of its kind, Evercore is not compensated by the hour, but through a structure of fixed fees and related compensation, such as was approved by the Retention Order. Accordingly, certain information appropriate to consideration of the fee requests of hourly-rate compensated professionals, such as blended rates or maturation, do not exist for Evercore. 27. Evercore has not shared, or agreed or entered into any understanding to share, any of its compensation received in these Chapter 11 Cases with any other entity. Summary of Expenses Incurred During the Fee Period 28. Consistent with Evercore s policy with respect to its other clients, and in 13

14 Case LSS Doc 654 Filed 12/14/16 Page 14 of 16 accordance with the Engagement Letter and Retention Order, Evercore is seeking reimbursement for charges and disbursements incurred as out-of-pocket expenses in the rendition of necessary services to the Debtors and their estates. 29. The expenses for which Evercore requests reimbursement for the Fee Period are actual and necessary direct, non-overhead costs incurred in the course of rendering services to the Debtors. Evercore charges internal black and white copies at 10 per page and color copies at 50 per page. Evercore charges external copying and computer research at the provider s cost without markup. Only clients who actually use services of the types described are separately charged for such services. The effect of including such expenses as part of the overhead of Evercore would impose that cost upon clients who do not require such extensive services. 30. A complete description of each expense incurred during these cases is attached hereto as Exhibit C. Additionally, a chart summarizing the expenses for the Fee Period is included at the front of this Application. Evercore s policy requires all professionals to retain and submit for review receipts and/or invoices for all disbursements incurred through outside vendors. Evercore maintains all receipts and/or invoices related to each client s disbursement account in a central storage facility, and such records can be produced upon request. Certification of Compliance and Waiver 31. The undersigned representative of Evercore certifies that he has reviewed the requirements of Local Rule and that the Application substantially complies with that Local Rule except to the extent waived by the Retention Order or otherwise modified by orders of this Court. To the extent that the Application does not comply in all respects with the requirements of Local Rule , as so modified, Evercore believes that such deviations are not material and respectfully requests that any such requirement be waived. Reservation of Rights and Notice 14

15 Case LSS Doc 654 Filed 12/14/16 Page 15 of Although every effort has been made to include all fees and expenses incurred in the Fee Period, some fees and expenses might not be included in this Application due to delays caused by accounting and processing during the Fee Period. Evercore reserves the right to make further application to the Court for allowance of such fees and expenses not included herein. 33. Notice of this Application has been or will shortly be provided to: (i) the Debtors, Chaparral Energy, Inc., 701 Cedar Lake Blvd., Oklahoma City, OK (Attn: Linda Byford, Esq.), (ii) counsel for the Debtors, Latham & Watkins LLP, 885 Third Avenue, New York, NY (Attn: David F. McElhoe, Esq.), (iii) Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware (Attn: Mark D. Collins, Esq. and John H. Knight, Esq.); (iv) Vinson & Elkins LLP, Trammell Crow Center, 2001 Ross Avenue, Suite 3700, Dallas, Texas (Attn: William L. Wallander, Esq.); (v) Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, NY (Attn: Evan Fleck, Esq. and Michael Price, Esq.); (vi) the Office of the U.S. Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware (Attn: Natalie Cox, Esq. and David Buchbinder, Esq.); and (vii) counsel to any Committee appointed in the Chapter 11 Cases. No Prior Request 34. No prior application for the relief requested herein has been made to this or any other court. [Remainder of page is intentionally blank.] 15

16 Case LSS Doc 654 Filed 12/14/16 Page 16 of 16 WHEREFORE, Evercore respectfully requests that the Court enter an order (1) allowing the interim compensation and reimbursements described herein, (2) authorizing and directing the Debtors to pay Evercore such fees and to reimburse Evercore for such expenses to the extent not already paid, and (3) granting such other relief as is appropriate under the circumstances. Dated: December 14, 2016 /s/ Lloyd Sprung _ Lloyd Sprung Senior Managing Director Evercore Group L.L.C. 16

17 Case LSS Doc Filed 12/14/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : : CHAPARRAL ENERGY, INC., et al., : : Debtors. 1 : : : : x Chapter 11 Case No (LSS) Jointly Administered Objection Deadline: January 3, 2017 at 4:00 p.m. (EST) Hearing Date: January 24, 2017 at 9:30 a.m. (EST) NOTICE OF SECOND INTERIM FEE APPLICATION PLEASE TAKE NOTICE that, pursuant to the Court s Administrative Order Under 11 U.S.C. 105(a) and 331, Fed. R. Bankr. P. 2016(a) and Del. Bankr. L.R Establishing Procedures for Interim Compensation and Reimbursement of Professionals, dated June 7, 2016 [Docket No. 164] (the Interim Compensation Order ), 2 and (ii) Order Under 11 U.S.C. 327 and 328, Fed. Bankr. P. 2014, and Del Bankr. L.R Authorizing Employment and Retention of Evercore Group, L.L.C. as Investment Banker and Financial Advisor for Debtors Nunc Pro Tunc to Petition Date [Docket No. 203], Evercore Group L.L.C. ( Evercore ) hereby files this Second Interim Fee Application of Evercore Group L.L.C., Debtors Investment Banker and Financial Advisor, for Allowance of an Administrative Claim for Compensation and Reimbursement of Expenses for the Period from August 1, 2016 Through 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 Debtors address is 701 Cedar Lake Blvd., Oklahoma City, OK Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Interim Compensation Order. RLF v.1

18 Case LSS Doc Filed 12/14/16 Page 2 of 2 October 31, 2016 (the Interim Fee Application ) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that, pursuant to the Interim Compensation Order, objections, if any, to this Interim Fee Application must be filed with the Court and served on the Applicant at the address set forth below and the Notice Parties so as to be received by January 3, 2017 at 4:00 p.m. (EST). PLEASE TAKE FURTHER NOTICE that a hearing to consider this Interim Fee Application will be held before the Honorable Laurie Selber Silverstein at the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 6th Floor, Courtroom 2, Wilmington, Delaware on January 24, 2017 at 9:30 a.m. (EST). IF NO TIMELY OBJECTIONS ARE FILED TO THIS INTERIM FEE APPLICATION, THE COURT, IN ACCORDANCE WITH THE TERMS OF THE INTERIM COMPENSATION ORDER, MAY ENTER AN ORDER GRANTING THIS INTERIM FEE APPLICATION WITHOUT A HEARING. RLF v.1 2

19 Case LSS Doc Filed 12/14/16 Page 1 of 23 EXHIBIT A Retention Order 17

20 Case LSS Doc Doc Filed 06/10/16 12/14/16 Page 12 of 623

21 Case LSS Doc Doc Filed 06/10/16 12/14/16 Page 23 of 623

22 Case LSS Doc Doc Filed 06/10/16 12/14/16 Page 34 of 623

23 Case LSS Doc Doc Filed 06/10/16 12/14/16 Page 45 of 623

24 Case LSS Doc Doc Filed 06/10/16 12/14/16 Page 56 of 623

25 Case LSS Doc Doc Filed 06/10/16 12/14/16 Page 67 of 623

26 Case LSS Doc Filed 06/10/16 12/14/16 Page 18 of 16 23

27 Case LSS Doc Filed 06/10/16 12/14/16 Page 29 of 16 23

28 Case LSS Doc Filed 12/14/16 06/10/16 Page 10 3 of 16 23

29 Case LSS Doc Filed 12/14/16 06/10/16 Page 11 4 of 16 23

30 Case LSS Doc Filed 12/14/16 06/10/16 Page 12 5 of 16 23

31 Case LSS Doc Filed 12/14/16 06/10/16 Page 13 6 of 16 23

32 Case LSS Doc Filed 12/14/16 06/10/16 Page 14 7 of 16 23

33 Case LSS Doc Filed 12/14/16 06/10/16 Page 15 8 of 16 23

34 Case LSS Doc Filed 12/14/16 06/10/16 Page 16 9 of 16 23

35 Case LSS Doc Filed 06/10/16 12/14/16 Page of 16 23

36 Case LSS Doc Filed 06/10/16 12/14/16 Page of 16 23

37 Case LSS Doc Filed 06/10/16 12/14/16 Page of 16 23

38 Case LSS Doc Filed 06/10/16 12/14/16 Page of 16 23

39 Case LSS Doc Filed 06/10/16 12/14/16 Page of 16 23

40 Case LSS Doc Filed 06/10/16 12/14/16 Page of 16 23

41 Case LSS Doc Filed 06/10/16 12/14/16 Page of 16 23

42 Case LSS Doc Filed 12/14/16 Page 1 of 9 EXHIBIT B Time Records Lloyd Sprung, Senior Managing Director Date Work Done Hour Code 8/1/2016 Review of borrowing base roll forward analysis Business Plan and Strategy 8/2/2016 Call with company and advisors General Case Administration 8/2/2016 Call with advisor to noteholders Capital Structure Review and Analysis 8/3/2016 Review of s, borrowing base roll forward analysis General Case Administration 8/4/2016 Review bondholder proposal, related s and internal discussion Capital Structure Review and Analysis 8/8/2016 Calls with noteholders/advisors regarding debt negotiations process Capital Structure Review and Analysis 8/9/2016 Update call with company and advisors General Case Administration 8/9/2016 Review of noteholder proposal, associated calls & s Capital Structure Review and Analysis 8/10/2016 Calls/ s with bondholders, company and advisors on secured debt negotiations Capital Structure Review and Analysis 8/11/2016 Review of counter proposals and related s Capital Structure Review and Analysis 8/12/2016 Review of counter proposals and related s Capital Structure Review and Analysis 8/15/2016 Calls with advisors to discuss financing process, review of s Capital Structure Review and Analysis 8/16/2016 Call with company and advisors General Case Administration 8/17/2016 s with company and creditors on financing Capital Structure Review and Analysis 8/18/2016 Calls/ s w/ company, counsel and creditor advisors on financing process. Review of proposals when made Capital Structure Review and Analysis 8/22/2016 Calls/ s w/ company, counsel and creditor advisors on financing process. Review of proposals when made Capital Structure Review and Analysis 8/23/2016 Call w/ company and counsel on case update General Case Administration 8/23/2016 Calls/ s w/ company, counsel and creditor advisors on financing process. Review of proposals when made Capital Structure Review and Analysis 8/24/2016 Calls/ s w/ company, counsel and creditor advisors on financing process. Review of proposals when made Capital Structure Review and Analysis 8/25/2016 Calls/ s w/ company, counsel and creditor advisors on financing process. Review of proposals when made Capital Structure Review and Analysis 8/26/2016 Calls/ s w/ company, counsel and creditor advisors on financing process. Review of proposals when made Capital Structure Review and Analysis 8/29/2016 Calls/ s w/ company, counsel and creditor advisors on financing process. Review of proposals when made Capital Structure Review and Analysis 8/29/2016 Review of analysis Capital Structure Review and Analysis 8/30/2016 Call with company and counsel on case update General Case Administration 8/31/2016 Calls/ s w/ company, counsel and creditor advisors on financing process. Review of proposals when made Capital Structure Review and Analysis Total August Hours 17.5 Date Work Done Hour Code 9/1/2016 s with advisors to noteholders on financing process Capital Structure Review and Analysis 9/6/2016 Calls with JPM and PJT on financing process Capital Structure Review and Analysis 9/6/2016 Update call with company and advisors General Case Administration 9/6/2016 Review of covenant analysis, internal discussion Capital Structure Review and Analysis 9/8/2016 Meeting with key creditor Capital Structure Review and Analysis 9/8/2016 Calls/ s w/ banks & bondholders regarding process; call with company and advisors Capital Structure Review and Analysis 9/9/2016 Calls/ s w/ banks & bondholders regarding process Capital Structure Review and Analysis 9/9/2016 Call w/ company and advisors Capital Structure Review and Analysis 9/12/2016 Calls / s w/ banks and bondholders regarding process Capital Structure Review and Analysis 9/13/2016 Internal discussion re case strategy Capital Structure Review and Analysis 9/13/2016 Update call with company and advisors General Case Administration 9/14/2016 s/calls with company, banks and noteholders on financing process related internal discussion Capital Structure Review and Analysis 9/15/2016 s/calls with company, banks and noteholders on financing process related internal discussion Capital Structure Review and Analysis 9/16/2016 s/calls with company, banks and noteholders on financing process related internal discussion Capital Structure Review and Analysis 9/19/2016 s regarding financing process Capital Structure Review and Analysis 9/20/2016 Update call with company and counsel General Case Administration 9/20/2016 Review s and financing term sheet Capital Structure Review and Analysis 9/21/2016 s regarding financing process Capital Structure Review and Analysis 9/22/2016 s regarding financing process Capital Structure Review and Analysis 9/23/2016 Calls with banks, bondholders. Company and advisors regarding financing, plan process Capital Structure Review and Analysis 9/25/2016 Call with bondholders' advisor Capital Structure Review and Analysis 9/26/2016 Calls with company and shareholder on plan process Plan of Reorganization 9/27/2016 Internal s and discussion on process Plan of Reorganization 9/27/2016 Calls with company and advisors on process Plan of Reorganization 9/27/2016 Call with bondholders' advisor Plan of Reorganization 9/28/2016 s/calls with company and equity holders regarding plan process; review of analysis Plan of Reorganization 9/29/2016 Calls/ s with company and advisors on plan proposal Plan of Reorganization 9/29/2016 Calls with advisors and bondholder advisors on plan proposal Plan of Reorganization 9/30/2016 Review s and 8K filing; calls/ s with company and investors Capital Structure Review and Analysis Total September Hours 28.0 Date Work Done Hour Code 10/1/2016 Calls/ s with bondholder and company advisors, s with company Plan of Reorganization 10/3/2016 s with internal team and company advisors Plan of Reorganization 10/4/2016 Call with company and advisors regarding case update General Case Administration 10/5/2016 Calls, s with company and advisors regarding bank deal and plan process Plan of Reorganization 10/6/2016 Calls, s with company and advisors regarding bank deal and plan process Plan of Reorganization 10/7/2016 Calls with company, counsel, bondholders and advisors related s on plan process Plan of Reorganization 10/8/2016 Calls/ s with advisors on case strategy General Case Administration 10/9/2016 Review draft, board presentation and related s Board Communication 10/10/2016 Board Meeting Board Communication 10/10/2016 s, call with company and advisors, review of s Plan of Reorganization 10/11/2016 Call with company and advisors, review of s Plan of Reorganization 10/13/2016 Participate in bankruptcy court hearing General Case Administration 10/17/2016 Review of s regarding PSA progress Plan of Reorganization 10/18/2016 Review of draft PSA comments Plan of Reorganization 10/19/2016 Review of draft employment agreement modifications Employee Severance and Compensation 10/20/2016 Review of draft backstop commitment and exit faculty term sheet Financing 10/21/2016 Review of s related to backstop agreement and exit financing term sheet Financing 10/22/2016 Review of s related to backstop agreement and exit financing term sheet Financing 10/24/2016 s/calls regarding backstop financing commitment Financing 10/25/2016 s/calls regarding plan process with company and advisors Plan of Reorganization 10/26/2016 Call w/ company and advisors/review of s Plan of Reorganization 10/27/2016 Calls with company on financing process s bank and advisors Financing 10/28/2016 Calls with company on financing process s bank and advisors Financing 10/31/2016 Call with CEO on case administration / employment issues Employee Severance and Compensation 10/31/2016 Calls/reviews of s/agreements on financing, bankruptcy process Financing Total October Hours 25.0

43 Case LSS Doc Filed 12/14/16 Page 2 of 9 Shaun Finnie, Senior Managing Director Date Work Done Hour Code 9/8/2016 Meeting with key creditor Capital Structure Review and Analysis Total September Hours 2.0 Date Work Done Hour Code 10/21/2016 Business Plan Review Business Plan and Strategy 10/22/2016 Business Plan Review Business Plan and Strategy Total October Hours 4.0 Lance Dardis, Senior Managing Director Date Work Done Hour Code 10/10/2016 Coyote - BoD Discussion Board Communication 10/11/2016 Project Coyote - Update Call General Case Administration 10/18/2016 Project Coyote - Update Call General Case Administration 10/26/2016 Project Coyote - Update Call General Case Administration Total October Hours 3.5

44 Case LSS Doc Filed 12/14/16 Page 3 of 9 Avinash D'Souza, Vice President Date Work Done Hour Code 8/1/2016 Review of business plan model/cash flows Business Plan and Strategy 8/1/2016 Calls/ s with creditors' FA on term sheet proposals Capital Structure Review and Analysis 8/2/2016 Update call with Company and advisors Business Plan and Strategy 8/2/2016 Review of roll-forward analysis Business Plan and Strategy 8/2/2016 Various call/ s with creditor's FAs + Company Business Plan and Strategy 8/3/2016 Call with Opportune on 13WCF Capital Structure Review and Analysis 8/3/2016 Review of roll-forward analysis Business Plan and Strategy 8/3/2016 Review of term sheet proposals Capital Structure Review and Analysis 8/3/2016 s with Company to coordinate call with creditors FA Capital Structure Review and Analysis 8/4/2016 Review of budget reconciliation Business Plan and Strategy 8/5/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 8/8/2016 Call with Company and creditors' FA Capital Structure Review and Analysis 8/8/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 8/8/2016 Review of professional fee forecast Business Plan and Strategy 8/9/2016 Update call with Company and advisors Capital Structure Review and Analysis 8/9/2016 Review of term sheet proposals Capital Structure Review and Analysis 8/9/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 8/10/2016 Call with Company and advisors to review term sheet proposals Capital Structure Review and Analysis 8/10/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 8/10/2016 Review and edit of draft cash collateral stipulation General Case Administration 8/10/2016 s on cash collateral hearing General Case Administration 8/11/2016 Calls/ s with various parties on term sheet proposals Capital Structure Review and Analysis 8/11/2016 Cash flow analysis Business Plan and Strategy 8/12/2016 s on NDA extension / blowout materials General Case Administration 8/15/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 8/17/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 8/18/2016 Review / comments on fee statement Evercore Retention 8/18/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 8/23/2016 Update call with Company and advisors Capital Structure Review and Analysis 8/23/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 8/24/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 8/24/2016 Review of cash flow forecast Business Plan and Strategy 8/25/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 8/25/2016 Review of budget reconciliation Business Plan and Strategy 8/26/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 8/27/2016 Analysis and review of proposed financial covenants Business Plan and Strategy 8/28/2016 Analysis and review of proposed financial covenants Business Plan and Strategy Total August Hours 55.0 Date Work Done Hour Code 9/6/2016 Update call with Company and advisors General Case Administration 9/6/2016 Calls with creditors' FAs General Case Administration 9/7/2016 s on term covenant analysis Capital Structure Review and Analysis 9/8/2016 s on term covenant analysis Capital Structure Review and Analysis 9/9/2016 Call with Company and advisors on term sheet proposals Capital Structure Review and Analysis 9/9/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 9/11/2016 s on term sheet proposals Capital Structure Review and Analysis 9/12/2016 Calls/ s on term sheet proposals/covenant analysis Capital Structure Review and Analysis 9/13/2016 Update call with Company and advisors General Case Administration 9/13/2016 Calls/ s on term sheet proposals/covenant analysis Capital Structure Review and Analysis 9/13/2016 Review of / comments on interim fee application Evercore Retention 9/15/2016 Review of budget reconciliation Business Plan and Strategy 9/16/2016 s on term sheet proposals/covenant analysis Capital Structure Review and Analysis 9/18/2016 s on term sheet proposals/covenant analysis Capital Structure Review and Analysis 9/19/2016 s on term sheet proposals/covenant analysis Capital Structure Review and Analysis 9/20/2016 Update call with Company and advisors General Case Administration 9/20/2016 Review of blowout materials Capital Structure Review and Analysis 9/20/2016 Calls/ s on term sheet proposals Capital Structure Review and Analysis 9/22/2016 Review of weekly reporting package Business Plan and Strategy 9/23/2016 s on term sheet proposals Capital Structure Review and Analysis 9/23/2016 Review of blowout materials and term sheet Capital Structure Review and Analysis 9/25/2016 Review of covenant analysis Capital Structure Review and Analysis 9/26/2016 Review of fee statement Evercore Retention 9/27/2016 Calls/ s on noteholder term sheet Capital Structure Review and Analysis 9/27/2016 Review of MOU Business Plan and Strategy 9/28/2016 Review of MIP comps and related analysis Business Plan and Strategy 9/29/2016 Calls/ s on noteholder term sheet Business Plan and Strategy 9/29/2016 Review of MIP comps and related analysis Business Plan and Strategy 9/29/2016 Calls/ s on noteholder term sheet Capital Structure Review and Analysis 9/29/2016 Review of weekly reporting package Business Plan and Strategy 9/29/2016 Review of blowout materials and term sheet Business Plan and Strategy 9/30/2016 Calls/ s on noteholder term sheet Capital Structure Review and Analysis Total September Hours 36.0 Date Work Done Hour Code 10/4/2016 Update call with Company and advisors General Case Administration 10/4/2016 Calls/ s on noteholder term sheet Capital Structure Review and Analysis 10/5/2016 Review of materials from JPM Capital Structure Review and Analysis 10/7/2016 Calls/ s on noteholder term sheet Capital Structure Review and Analysis 10/7/2016 Drafting company presentation Business Plan and Strategy 10/8/2016 Drafting and review of company presentation Business Plan and Strategy 10/9/2016 Calls/ s on noteholder term sheet Capital Structure Review and Analysis 10/10/2016 Call with Company and advisors General Case Administration 10/10/2016 s with creditors on diligence Business Plan and Strategy 10/11/2016 Update call with Company and advisors General Case Administration 10/11/2016 s with creditors on diligence Business Plan and Strategy 10/13/2016 Court hearing Plan of Reorganization 10/13/2016 Review of updated projections Business Plan and Strategy 10/18/2016 Update call with Company and advisors General Case Administration 10/18/2016 Review of plan support agreement draft Plan of Reorganization 10/19/2016 Calls/ s with creditors on operational updates Business Plan and Strategy 10/20/2016 Review of updated projections Business Plan and Strategy 10/20/2016 Review of PSA-related docs Plan of Reorganization 10/24/2016 Analysis/review of backstop agreement Capital Structure Review and Analysis 10/24/2016 Call with Latham on backstop agreement Capital Structure Review and Analysis 10/25/2016 Call with creditors advisors on backstop agreement Capital Structure Review and Analysis 10/25/2016 Review of hedging analysis Business Plan and Strategy 10/25/2016 Review of warrant analysis Capital Structure Review and Analysis 10/26/2016 Call with Company and advisors on exit facility term sheet Capital Structure Review and Analysis 10/26/2016 Update call with Company and advisors General Case Administration 10/27/2016 Review of plan term sheet Plan of Reorganization 10/28/2016 Call with Company and advisors on backstop agreement Capital Structure Review and Analysis Total October Hours 34.0

45 Case LSS Doc Filed 12/14/16 Page 4 of 9 Steven Becker, Vice President Date Work Done Hour Code 8/1/2016 Roll-Forward Analysis General Case Administration 8/2/2016 Update Call with Company General Case Administration 8/2/2016 Discussion with Creditor's advisors regarding reserve roll-forward Creditor/Vendor Communication 8/2/2016 Roll-Forward Analysis General Case Administration 8/3/2016 Roll-Forward Analysis General Case Administration 8/4/2016 Roll-Forward Analysis General Case Administration 8/5/2016 Roll-Forward Analysis General Case Administration 8/8/2016 Update Call with Company General Case Administration 8/9/2016 Update Call with Company General Case Administration 8/9/2016 Updated Business Plan / Work on VDR Business Plan and Strategy 8/10/2016 Update Call with Company General Case Administration 8/10/2016 Cash collateral analysis General Case Administration 8/12/2016 Fee Application Preparation Evercore Retention 8/12/2016 General company data request General Case Administration 8/16/2016 Update Call with Company General Case Administration 8/17/2016 Business Plan Analysis Business Plan and Strategy 8/19/2016 Business Plan Analysis Business Plan and Strategy 8/23/2016 Update Call with Company General Case Administration 8/25/2016 Business Plan Review Business Plan and Strategy 8/27/2016 Business Plan Analysis Business Plan and Strategy 8/28/2016 Business Plan Analysis Business Plan and Strategy 8/30/2016 Update Call with Company General Case Administration 8/30/2016 Internal valuation meeting Business Plan and Strategy 8/31/2016 Business Plan Review Business Plan and Strategy Total August Hours 27.0 Date Work Done Hour Code 9/13/2016 Due Diligence Session in OKC Due Diligence 9/13/2016 Travel Travel 9/19/2016 Discussion with Company Business Plan and Strategy 9/20/2016 Update Call with Company General Case Administration 9/21/2016 Fee Application Preparation Evercore Retention 9/27/2016 Update Call with Company General Case Administration Total September Hours 14.5 Date Work Done Hour Code 10/4/2016 Update call with Company General Case Administration 10/5/2016 Data request call with Company and review of materials Business Plan and Strategy 10/6/2016 Fee application preparation Evercore Retention 10/7/2016 Business plan update Business Plan and Strategy 10/8/2016 Business plan update Business Plan and Strategy 10/9/2016 Board material review Board Communication 10/10/2016 Board call Board Communication 10/10/2016 Answering creditor questions Creditor/Vendor Communication 10/11/2016 Update call with Company General Case Administration 10/11/2016 Answering creditor questions Creditor/Vendor Communication 10/13/2016 Business plan review/update Business Plan and Strategy 10/14/2016 Business plan review/update Business Plan and Strategy 10/17/2016 Business plan review/update Business Plan and Strategy 10/18/2016 Update call with Company General Case Administration 10/18/2016 Business plan review/update Business Plan and Strategy 10/18/2016 Fee application preparation Evercore Retention 10/19/2016 Operational update with creditor's advisors Creditor/Vendor Communication 10/20/2016 Operational update with creditor's advisors Creditor/Vendor Communication 10/21/2016 Company data requests General Case Administration 10/24/2016 Business plan review/update Business Plan and Strategy 10/25/2016 Operational update with creditor's advisors Creditor/Vendor Communication 10/25/2016 Company data requests General Case Administration 10/26/2016 Data request call with Company Business Plan and Strategy 10/26/2016 Update call with Company General Case Administration 10/27/2016 Business plan review/update Business Plan and Strategy 10/28/2016 Operational update with creditor's advisors Creditor/Vendor Communication 10/28/2016 Business plan review/update Business Plan and Strategy 10/29/2016 Document review General Case Administration Total October Hours 49.0