Case Document 601 Filed in TXSB on 03/19/18 Page 1 of 14

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1 Case Document 601 Filed in TXSB on 03/19/18 Page 1 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) COBALT INTERNATIONAL ENERGY, INC., et al., 1 ) Case No (MI) ) Debtors. ) (Jointly Administered) ) DEBTORS MOTION FOR ENTRY OF AN ORDER TO EXTEND THEIR EXCLUSIVE PERIODS TO FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF A HEARING WILL BE CONDUCTED ON THIS MATTER ON APRIL 11, 2018 AT 2:30 P.M. (PREVAILING CENTRAL TIME) IN COURTROOM 404, 4th FLOOR, UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS, 515 RUSK AVENUE, HOUSTON, TEXAS IF YOU OBJECT TO THE RELIEF REQUESTED, YOU MUST RESPOND IN WRITING, SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. UNLESS OTHERWISE DIRECTED BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT WITHIN TWENTY-ONE DAYS FROM THE DATE YOU WERE SERVED WITH THIS PLEADING. YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT YOU THE NOTICE; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY. The above-captioned debtors and debtors in possession (collectively, the Debtors ) respectfully state as follows in support of this motion. Introduction 1. The Debtors commenced the chapter 11 cases to effectuate a sale of substantially all of the Debtors oil and gas assets. Since the Petition Date, the chapter 11 cases have moved expeditiously in light of the June 2018 deadline for the Debtors to effectuate a unit saving operation 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Cobalt International Energy, Inc. (1169); Cobalt International Energy GP, LLC (7374); Cobalt International Energy, L.P. (2411); Cobalt GOM LLC (7188); Cobalt GOM # 1 LLC (7262); and Cobalt GOM # 2 LLC (7316). The Debtors service address is: 920 Memorial City Way, Suite 100, Houston, Texas KE

2 Case Document 601 Filed in TXSB on 03/19/18 Page 2 of 14 for their North Platte assets. To that end, the Debtors have filed a chapter 11 plan and disclosure statement, completed a postpetition marketing process, conducted an auction to sell substantially all of the Debtors assets, secured approval of the disclosure statement, and are just weeks from the April 3, 2018 plan confirmation hearing. 2. The Debtors exclusive period to file a plan is currently set to expire on April 13, Although the Debtors fully expect to confirm and consummate their plan before then, out of an abundance of caution, the Debtors hereby request a 120-day extension of the exclusive period in which the Debtors may file and solicit acceptances of a chapter 11 plan. Should the Debtors be unable to confirm and consummate the Plan by April 13, 2018, extending the exclusive periods will allow the Debtors to focus on continuing to advance the Plan and preclude the costly disruption and uncertainty that would occur if competing plans were to be proposed. Relief Requested 3. The Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A, extending the period during which the Debtors have the exclusive right to file a chapter 11 plan (the Filing Exclusivity Period ) through and including August 11, 2018, and the deadline under which the Debtors have the exclusive right to solicit a plan filed during the Filing Exclusivity Period (the Solicitation Exclusivity Period and, together with the Filing Exclusivity Period, collectively, the Exclusivity Periods ) through and including October 10, Jurisdiction and Venue 4. The United States Bankruptcy Court for the Southern District of Texas has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of Texas, dated May 24, 2012 (the Amended Standing Order ). The Debtors confirm their consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), to the entry of 2

3 Case Document 601 Filed in TXSB on 03/19/18 Page 3 of 14 a final order by the Court in connection with this motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Venue is proper pursuant to 28 U.S.C and The statutory basis for the relief requested herein is section 1121 of the United States Bankruptcy Code, 11 U.S.C (the Bankruptcy Code ). Procedural Background 6. The Debtors are a publicly held offshore oil exploration and production company with headquarters in Houston, Texas and operations primarily located off the coast of the United States in the deepwater of the Gulf of Mexico and offshore Angola and Gabon in West Africa. The Debtors have four named discoveries in the Gulf of Mexico, which include North Platte, Shenandoah, Anchor, and Heidelberg. Heidelberg began initial production in January of 2016 while North Platte, Shenandoah, and Anchor are currently being appraised. Additionally, the Debtors have made seven aggregate discoveries in offshore Angola and maintain a non-operated interest in offshore Gabon, where the Debtors have one discovery. 7. On December 14, 2017 (the Petition Date ), each Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. A detailed description surrounding the facts and circumstances of the chapter 11 cases is set forth in the Declaration of David D. Powell, Chief Financial Officer of Cobalt International Energy, Inc., in Support of Chapter 11 Petitions and First Day Motions (the First Day Declaration ), filed on December 14, 2017 [Docket No. 16]. 2 2 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the First Day Declaration. 3

4 Case Document 601 Filed in TXSB on 03/19/18 Page 4 of The Debtors continue to operate and manage their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On December 14, 2017, the Court entered an order [Docket No. 33] authorizing joint administration and procedural consolidation of the chapter 11 cases pursuant to Bankruptcy Rule 1015(b). On December 21, 2017, the Office of the United States Trustee for the Southern District of Texas (the U.S. Trustee ) appointed an official committee of unsecured creditors [Docket No. 117]. Basis for Relief 9. Section 1121(b) of the Bankruptcy Code establishes an initial period of 120 days after the commencement of a chapter 11 case during which only a debtor may file a plan and an additional 60-day period thereafter during which only the debtor may solicit votes for a plan. Currently, the Filing Exclusivity Period will expire on April 13, 2018, and the Solicitation Exclusivity Period will expire on June 12, While the Debtors expect to have confirmed and consummated their plan before either of those dates, they believe it only prudent to seek an extension of the Exclusivity Periods to preserve their exclusive right to both prosecute the Plan currently on file and file and solicit a new chapter 11 plan should unforeseen issues arise with respect to confirmation. 10. Section 1121(d)(1) of the Bankruptcy Code permits a court to extend a debtor s exclusivity for cause. Although the Bankruptcy Code does not define cause, bankruptcy courts have discretion to extend exclusivity to promote the orderly, consensual, and successful reorganization of a debtor s affairs. See In re Timbers of Inwood Forest Assocs., Ltd., 808 F.2d 363, 372 (5th Cir. 1987) (noting that the meaning of cause under section 1121 should be viewed in context of the Bankruptcy Code s goal of fostering reorganization); In re Mirant Corp., No CV-476-A, 2004 WL , at *2 (N.D. Tex. Sept. 30, 2004). Bankruptcy courts have broad discretion to extend exclusivity even in chapter 11 cases in which the debtors intend to 4

5 Case Document 601 Filed in TXSB on 03/19/18 Page 5 of 14 effectuate a sale of their assets. In re Borders Grp., Inc., 460 B.R. 818, 822 (S.D.N.Y. 2011) (granting an exclusivity extension in a chapter 11 sale context over the objection of the creditors committee where the debtors had proposed a 363 sale process); In re McLean Indus., Inc., 87 B.R. 830, 835 (Bankr. S.D.N.Y. 1987) (extending exclusivity for cause in a sale context when the debtors had been in chapter 11 less than one year). 11. Courts within the Fifth Circuit and in other jurisdictions have held that the decision to extend the Exclusivity Periods is left to the sound discretion of a bankruptcy court and should be based on the totality of circumstances in each case. See, e.g., Borders, 460 B.R. at 822; First Am. Bank of N.Y. v. Sw. Gloves & Safety Equip., Inc., 64 B.R. 963, 965 (D. Del. 1986); In re Dow Corning Corp., 208 B.R. 661, 664 (Bankr. E.D. Mich. 1997); In re Express One Int l, Inc., 194 B.R. 98, 100 (Bankr. E.D. Tex. 1996); In re McLean Indus., Inc., 87 B.R. 830, 834 (Bankr. S.D.N.Y. 1987). Courts examine a number of factors to determine whether a debtor has had an adequate opportunity to develop, negotiate, and propose a chapter 11 plan and thus whether there is cause for extension of the Exclusivity Periods. These factors include: a. the size and complexity of the case; b. the need for sufficient time to permit the debtor to negotiate a chapter 11 plan and prepare adequate information; c. whether the debtor has made progress in negotiations with its creditors; d. the existence of good faith progress toward reorganization; e. whether the debtor is seeking to extend exclusivity to pressure creditors to accede to the debtor s reorganization demands; f. whether the debtor has demonstrated reasonable prospects for filing a viable plan; g. the fact that the debtor is paying its bills as they become due; h. the amount of time which has elapsed in the case; and/or i. whether an unresolved contingency exists. 5

6 Case Document 601 Filed in TXSB on 03/19/18 Page 6 of 14 See, e.g., In re New Millennium Mgmt., LLC, No (LZP), 2014 WL , at *6 (Bankr. S.D. Tex. Feb. 25, 2014) (listing factors relevant to whether cause exists to extend exclusivity periods) (citing In re GMG Cap. Partners III, L.P., 503 B.R. 596 (Bankr. S.D.N.Y. 2014)); see also In re Adelphia Commc ns Corp., 336 B.R. 610, 674 (Bankr. S.D.N.Y. 2006) (denying motion to terminate exclusivity based on factors for cause). 12. Not all factors are relevant to every case, and the existence of even one of the above-listed factors may be sufficient to extend a debtor s exclusivity periods. See, e.g., In re Express One Int l, Inc., 194 B.R. 98, 100 (Bankr. E.D. Tex. 1996) (listing all nine factors later set forth in Adelphia, but relying on only four as relevant in determining whether there was cause to extend exclusivity); see also In the Matter of Excel Maritime Carriers Ltd., 2013 WL , at *2 (Bankr. S.D.N.Y. Sept. 13, 2013) (noting in an exclusivity termination context that the ultimate consideration for the court is what will best move the case forward in the best interests of all parties). Further, courts regularly grant a debtor s first request for an extension of the debtor s exclusive period to file a chapter 11 plan. See In re Apex Pharm., Inc., 203 B.R. 432, 441 (N.D. Ind. 1996) (noting that during the initial 120-day period in which debtors have an exclusive right to file a chapter 11 plan, the bankruptcy courts apply a lesser standard in determining whether the burden of showing a reasonable possibility of a successful reorganization within a reasonable time has been satisfied. (citation omitted)); see also Borders, 460 B.R. at 825 (same). 13. Ample precedent in this and other districts supports the Debtors request for an initial extension of exclusivity of at least 120 days. See, e.g., In re Seadrill Ltd., No (DRJ) (Bankr. S.D. Tex. January 8, 2018) (granting an initial exclusivity extension of 180 days); In re GenOn Energy, Inc., No (DRJ) (Bankr. S.D. Tex. Oct. 3, 2017) (granting an initial exclusivity extension of 180 days); In re Ultra Petroleum Corp., No (MI) (Bankr. S.D. 6

7 Case Document 601 Filed in TXSB on 03/19/18 Page 7 of 14 Tex. Feb. 17, 2017) (granting initial exclusivity extension of 120 days); In re CJ Holding Co., No (DRJ) (Bankr. S.D. Tex. Nov. 3, 2016) (granting an initial exclusivity extension of 120 days); In re SandRidge Energy Inc., No (DRJ) (Bankr. S.D. Tex. Aug. 30, 2016) (granting an initial exclusivity extension of 120 days); In re Linn Energy LLC, No (DRJ) (Bankr. S.D. Tex. Aug. 25, 2016) (granting an initial exclusivity extension of 180 days); In re Energy Future Holdings Corp., No (CSS) (Bankr. D. Del. Sept. 16, 2014) (granting an initial exclusivity extension of 180 days); In re Edison Mission Energy, No (JPC) (Bankr. N.D. Ill. May 5, 2013) (granting an initial exclusivity extension of 205 days). 3 Such initial extensions are reasonable, as serial short-term extensions lead to instability by forcing parties to continue returning to court over-and-over again to litigate exclusivity. See In re MSR Resort Golf Course LLC, No (SHL) (Bankr. S.D.N.Y.), Hr g Tr. Feb. 21, 2012, 7:24-8:3 (extending exclusivity, in part, because everything else in the case ground to a significant halt, in light of prior fights about exclusivity ); In re Cengage Learning, Inc., No (ESS) (Bankr. E.D.N.Y.), Hr g Tr. Oct. 25, 2013, 47:9-48:4 (extending exclusivity and concluding that a shortterm extension would not benefit the parties because [i]t is hard to imagine... a scenario where there would not be some extension beyond January ). 14. Here, as set forth in detail below, the relevant factors strongly favor initial extensions of the Debtors Exclusivity Periods. I. The Debtors Chapter 11 Cases Are Large and Complex. 15. The Debtors own valuable offshore oil and gas assets that they acquired, prepetition, and prepared for development. A number of factors such as a failed, prepetition sale 3 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion. Copies of these orders are available upon request to the Debtors counsel. 7

8 Case Document 601 Filed in TXSB on 03/19/18 Page 8 of 14 of Cobalt International Energy, Inc. s Angolan assets and related arbitration, pending securities litigation, the prolonged downturn in the exploration and production industry, capital intensive nature of the offshore oil and gas industry, and significant indebtedness have interfered with the Debtors ability to generate value from these assets. As of the Petition Date, the Debtors had approximately $2.8 billion of outstanding debt-funded obligations, consisting of first lien notes, second lien notes, and senior unsecured notes. Managing a business facing such complex issues is challenging in its own right, and the restrictions and pressures inherent to the chapter 11 process only amplify those difficulties. 16. Further, the Debtors are negotiating with certain parties in interest that have taken an active role in their chapter 11 cases, including the creditors committee, the U.S. Trustee, three ad hoc noteholder groups and their respective indenture trustees, as well as parties to litigation against the Debtors and their current and former directors and officers. In spite of these complexities, the Debtors have made substantial progress towards confirming a chapter 11 plan that will drive value-maximizing sale and restructuring transactions. 17. Both Congress and courts have acknowledged that the size and complexity of a debtor s case alone may provide cause for extending a debtor s exclusivity periods. See Express One, 194 B.R. at 100 (approving the debtor s third exclusivity extension and noting that the traditional ground for cause is the large size of the debtor and the concomitant difficulty in formulating a chapter 11 plan). Thus, the size and complexity of the chapter 11 cases alone provides sufficient cause for the Court to extend the Exclusivity Periods. II. The Debtors Have Negotiated Their Chapter 11 Plan With a Vast Majority of Creditors and Have Progressed Toward Effectuating the Sale and Restructuring Transactions Contemplated Therein. 18. Leading up to and since the Petition Date, the Debtors have made substantial progress in (a) negotiating with their stakeholders in proposing and pushing to effectuate a sale 8

9 Case Document 601 Filed in TXSB on 03/19/18 Page 9 of 14 and restructuring transaction by and through a chapter 11 plan, and (b) administering the chapter 11 cases, which further warrants an extension of the Exclusivity Periods. Specifically, the Debtors have accomplished the following: a. Obtained Critical Financial and Operational Relief. The Debtors stabilized their business operations and paved the way for an expedited sale process through various operational first- and second-day relief. This relief included, among other things, authority to continue to use cash collateral; pay employees; pay working interest expenditures, joint interest billings, royalty payments, and delay rental payments; and continue to use the Debtors cash management system. On January 25, 2018, the Court granted final approval of the Debtors use of cash collateral, which will provide the liquidity needed to continue their operations and fund the administration of the chapter 11 cases. b. Obtained Approval of the Debtors Sales Incentive Plan and Severance Motions. To incentivize their senior management team to deliver maximum value for the Debtors stakeholders, the Debtors board of directors adopted a sales incentive plan, prepetition. After filing their sales incentive plan motion and a related motion authorizing their severance program, the Debtors engaged in discussions with, provided diligence materials to, and offered an expert witness and advisor for deposition and direct testimony. On January 26, 2018, the Court entered orders approving the sales incentive plan and severance motions. c. Filed Schedules of Assets and Liabilities and Statements of Financial Affairs. On January 29, 2018, the Debtors filed their schedules of assets and liabilities and statements of financial affairs for all six Debtor entities, and a periodic report pursuant to Bankruptcy Rule for certain of their non-debtor subsidiaries. d. Continued to Engage in a Postpetition Marketing and Sale Process of the Debtors Assets. The Debtors commenced the chapter 11 cases with the goal of driving an efficient, value-maximizing sale of their businesses and confirmation of a chapter 11 plan that will distribute value to their stakeholders. On January 25, 2018, the Court entered an order approving bidding procedures [Docket No. 299]. On February 13, 2018, the Court entered an order deeming unenforceable certain preferential purchase rights over certain property of the estate [Docket No. 417], further paving the way for a value-maximizing marketing and sale process. The Debtors have received bids from interested parties, deemed certain of those bids qualified, and evaluated those bids, and conducted an auction on March 6, e. Assisted the Creditors Committee with Due Diligence Efforts. The Debtors have expended significant time and effort engaging with the 9

10 Case Document 601 Filed in TXSB on 03/19/18 Page 10 of 14 advisors to the creditors committee and providing the creditors committee and other constituencies with diligence and discovery regarding the Debtors. f. Filed a Chapter 11 Plan and Disclosure Statement. The Debtors have filed a chapter 11 plan [Docket Nos. 273, 429, 462] (as amended, the Plan ), related disclosure statement [Docket Nos. 274, 430, 464] (as amended, the Disclosure Statement ), and a motion seeking approval of the disclosure statement [Docket No. 275] (the DS Motion ). The Debtors will continue to engage with parties in interest in an effort to build consensus where possible in advance of the confirmation hearing. g. Established a Workable Confirmation Schedule. Pursuant to the Order (I) Approving the Adequacy of the Disclosure Statement, (II) Approving the Solicitation and Notice Procedure with Respect to Confirmation of the Debtors Proposed Chapter 11 Plan, (III) Approving the Forms of Ballots and Notices in Connection Therewith, (IV) Scheduling Certain Dates with Respect Thereto, and (V) Granting Related Relief [Docket No. 563], a Plan confirmation hearing has been set for April 3, The Debtors believe that their Plan confirmation schedule is entirely reasonable under the circumstances in light of their June 2018 deadline to complete a unit saving operation regarding certain of their wells. 19. The Debtors substantial progress in working with their creditors and stakeholders, marketing and pursuing sale transactions, and administering their cases to this point supports the extension of the Exclusivity Periods. See Borders, 460 B.R. at 822 (noting that [t]he sale process is likely to proceed most efficiently if the Debtors retain exclusivity and can manage the sale process). III. The Debtors Are Not Pressuring Creditors by Requesting an Extension of the Exclusivity Periods. 20. The Debtors have undertaken significant efforts to garner support for the Plan, specifically through consistent dialogue, coordination, and compromise with the creditors committee, noteholder groups, and other stakeholders. Indeed, the Debtors have worked diligently to maximize the value of their proposed sale and restructuring transactions and have coordinated with their stakeholders to drive a value-maximizing sale process. The Debtors continue ongoing settlement discussions with creditors and other parties in interest regarding the Plan and are 10

11 Case Document 601 Filed in TXSB on 03/19/18 Page 11 of 14 hopeful of building consensus with such parties in interest. Accordingly, the Debtors are not seeking an extension to pressure their creditors or other parties in interest. IV. The Debtors Are Paying Their Bills as They Come Due. 21. The Debtors have paid their postpetition debts in the ordinary course of business or as otherwise provided by Court order. V. Relatively Little Time Has Elapsed in the Chapter 11 Cases. 22. This request for an extension of the Exclusivity Periods is the Debtors first such request and comes three months into the chapter 11 cases. Courts regularly grant a debtor s request for an initial exclusivity extension. The fact that the Debtors file this motion within three months after the Petition Date further supports the requested extension. VI. An Extension of the Exclusivity Periods Is in the Best Interest of the Creditors. 23. The Debtors seek to maintain exclusivity so parties with competing interests do not impede the Debtors efforts to obtain stakeholder support for the value-maximizing sale and restructuring transactions contemplated by the Plan. Extending exclusivity benefits all creditors by preventing the drain on time and resources that inevitably occurs when multiple parties, with potentially diverging interests, vie for the consideration of their own respective plans at this critical stage in the chapter 11 cases. All stakeholders benefit from continued stability and predictability that a centralized process provides, which can only occur while the Debtors remain the sole plan proponents. The Debtors have been in extensive communication with all parties in interest to improve upon the Plan to the extent possible and will continue such discussions as they seek to build consensus ahead of confirmation. Moreover, even if the Court approves an extension of the Exclusivity Periods, nothing prevents parties in interest from later arguing to the Court that cause supports termination of the Debtors exclusivity should such cause arise. Accordingly, an 11

12 Case Document 601 Filed in TXSB on 03/19/18 Page 12 of 14 extension of the Exclusivity Periods is in the best interest of the Debtors estates, their creditors, and all other parties in interest. Notice 24. The Debtors will provide notice of this motion to: (a) the Office of the U.S. Trustee for the Southern District of Texas; (b) the holders of the 30 largest unsecured claims against the Debtors (on a consolidated basis); (c) the indenture trustee for the Debtors first lien notes; (d) the indenture trustee for the Debtors second lien notes; (e) the indenture trustee for the Debtors 2.625% senior convertible notes; (f) the indenture trustee for the Debtors 3.125% senior convertible notes; (g) counsel to the parties referenced in clauses (c) to (f); (h) the United States Attorney s Office for the Southern District of Texas; (i) the Internal Revenue Service; (j) the United States Securities and Exchange Commission; (k) the state attorneys general for states in which the Debtors conduct business; and (l) any party that has requested notice pursuant to Bankruptcy Rule The Debtors submit that, in light of the nature of the relief requested, no other or further notice is required. No Prior Request 25. No prior request for the relief sought in this motion has been made to this or any other court. [Remainder of page intentionally left blank.] 12

13 Case Document 601 Filed in TXSB on 03/19/18 Page 13 of 14 WHEREFORE, the Debtors respectfully request entry of an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper. Houston, Texas Dated: March 19, 2018 /s/ Zack A. Clement Zack A. Clement (Texas Bar No ) ZACK A. CLEMENT PLLC 3753 Drummond Street Houston, Texas Telephone: (832) and- James H.M. Sprayregen, P.C. (admitted pro hac vice) Marc Kieselstein, P.C. (admitted pro hac vice) Chad J. Husnick, P.C. (admitted pro hac vice) Brad Weiland (admitted pro hac vice) W. Benjamin Winger (admitted pro hac vice) Laura Krucks (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois Telephone: (312) Facsimile: (312) Co-Counsel to the Debtors and Debtors in Possession

14 Case Document 601 Filed in TXSB on 03/19/18 Page 14 of 14 Certificate of Service I certify that on March 19, 2018, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Zack A. Clement Zack A. Clement

15 Case Document Filed in TXSB on 03/19/18 Page 1 of 3 Exhibit A Proposed Order

16 Case Document Filed in TXSB on 03/19/18 Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) COBALT INTERNATIONAL ENERGY, INC., et al., 1 ) Case No (MI) ) Debtors. ) (Jointly Administered) ) ) Re: Docket No. ORDER EXTENDING DEBTORS EXCLUSIVE PERIODS TO FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF Upon the motion (the Motion ) 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors ) for entry of an order (this Order ), extending the periods during which the Debtors have the exclusive right to file a chapter 11 plan and to solicit a plan filed during the Filing Exclusivity Period, all as more fully set forth in the Motion; and this Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 1334; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court having found that it may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Cobalt International Energy, Inc. (1169); Cobalt International Energy GP, LLC (7374); Cobalt International Energy, L.P. (2411); Cobalt GOM LLC (7188); Cobalt GOM # 1 LLC (7262); and Cobalt GOM # 2 LLC (7316). The Debtors service address is: 920 Memorial City Way, Suite 100, Houston, Texas Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

17 Case Document Filed in TXSB on 03/19/18 Page 3 of 3 Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing, if any, before this Court (the Hearing ); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Debtors exclusive period to file a chapter 11 plan for each Debtor is extended through and including August 11, The Debtors exclusive period to solicit acceptances of a chapter 11 plan for each Debtor is extended through and including October 10, Entry of this Order is without prejudice to the Debtors right to seek from this Court such additional and further extensions of the Exclusivity Periods within which to file and solicit acceptance of a chapter 11 plan as may be necessary or appropriate. 4. Notice of the Motion satisfies the requirements of Bankruptcy Rule 6004(a). 5. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry. 6. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion. 7. This Court retains jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Dated:, 2018 Houston, Texas THE HONORABLE MARVIN ISGUR UNITED STATES BANKRUPTCY JUDGE 2