Case 16-11501-CSS Doc 2096 Filed 09/13/18 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: MAXUS ENERGY CORPORATION et al., Debtors. 1 Chapter 11 Case No. 16-11501 (CSS) Jointly Administered POST-CONFIRMATION FIRST ANNUAL REPORT OF THE LIQUIDATING TRUST Dated: September 13, 2018 Respectfully submitted, FARNAN LLP /s/ Michael J. Farnan Brian E. Farnan (Bar No. 4098) Michael J. Farnan (Bar No. 5165) 919 North Market Street, 12th Floor Wilmington, DE 19801 (302) 777-0300 (302) 777-0301 bfarnan@farnanlaw.com mfarnan@farnanlaw.com J. Christopher Shore (admitted pro hac vice) Thomas MacWright (admitted pro hac vice) WHITE & CASE LLP 1155 Avenue of the Americas New York, NY 10036-2787 (212) 819-8200 cshore@whitecase.com tmacwright@whitecase.com Attorneys for the Liquidating Trust 1 The Debtors in the above-captioned Chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Maxus Energy Corporation (1531), Tierra Solutions, Inc. (0498), Maxus International Energy Company (7260), Maxus (U.S.) Exploration Company (2439), and Gateway Coal Company (7425). The address of each of the Debtors is 10333 Richmond Avenue, Suite 1050, Houston, Texas 77042.
Case 16-11501-CSS Doc 2096 Filed 09/13/18 Page 2 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) Chapter 11 In re: ) ) Case No. 16-11501 (CSS) MAXUS ENERGY CORPORATION, et al., 1 ) ) Jointly Administered Debtors. ) ) ) FIRST ANNUAL REPORT OF THE MAXUS LIQUIDATING TRUST Joseph J. Farnan, Jr., the Liquidating Trustee (the Liquidating Trustee ) for the Maxus Liquidating Trust (the Liquidating Trust ), appointed in the proceedings of the above-captioned debtors (collectively, the Debtors ), hereby submits this annual report (the Annual Report ) for the period from July 14, 2017 to July 13, 2018 (the Reporting Period ). I. General Background 1. On June 17, 2016 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). The Debtors chapter 11 cases (the Chapter 11 Cases ) are being jointly administered pursuant to Bankruptcy Rule 1015(b). 2. The Amended Chapter 11 Plan of Liquidation Proposed by Maxus Energy Corporation, et al. and the Official Committee of Unsecured Creditors [Docket No. 1231] (as the 1 The Debtors in the above-captioned chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Maxus Energy Corporation (1531), Tierra Solutions, Inc. (0498), Maxus International Energy Company (7260), Maxus (U.S.) Exploration Company (2439), and Gateway Coal Company (7425). The address of each of the Debtors is 10333 Richmond Avenue, Suite 1050, Houston, Texas 77042.
Case 16-11501-CSS Doc 2096 Filed 09/13/18 Page 3 of 10 same may be amended, modified, and/or supplemented from time to time, the Plan ) 2 was filed on April 19, 2017 and confirmed on May 22, 2017 [Docket No. 1460]. 3. The Liquidating Trust was formed pursuant to the terms of the Plan and of the Liquidating Trust Agreement (the Trust Agreement ) and became effective on the effective date of the Plan, July 14, 2017 (the Effective Date ). 4. Pursuant to section 8.01 of the Trust Agreement, the Liquidating Trustee is required to file with the Bankruptcy Court and provide to the Liquidating Trust Beneficiaries annual reports with respect to (i) the sale, transfer or other disposition of the Liquidating Trust Assets (including any Causes of Action), and (ii) expenditures, receipts, and distributions of the Liquidating Trust. II. Liquidating Trust Assets 5. On May 16, 2017, the Bankruptcy Court entered the Order Authorizing Sale of Debtor s Assets Free and Clear of Liens, Claims, Encumbrances and Interests and Authorizing the Assumption and Assignment of Executory Contracts [Docket No. 1425] (the Neptune Sale Order ). On September 29, 2017, 31 Group LLC, the purchaser of the Debtors non-operating working interest in the Neptune oil and gas field, entered into an agreement with BHP (as defined in the Neptune Sale Order) with respect to adequate assurance. Such agreement, together with modified payment terms, closed the sale of the Debtors interests to 31 Group LLC for $15,350,000 (subject to various purchase price adjustments). The Liquidating Trust has received incremental payments in accordance with the payment terms from BHP in the approximate amount of $6,355,748 as of the end of the Reporting Period. 2 Capitalized terms used but not otherwise defined in this Annual Report shall have the meanings ascribed to them in the Plan or in the Maxus Liquidating Trust Agreement, as applicable. 2
Case 16-11501-CSS Doc 2096 Filed 09/13/18 Page 4 of 10 6. On the Effective Date, Occidental Chemical Corporation provided the Liquidating Trust with up to $16 million of financing (the Liquidating Trust Loan Commitment ) in the form of (i) a single draw term loan facility evidenced by a promissory note in the amount of up to $5 million (the Liquidating Trust Promissory Note ) secured by a valid, enforceable, fully perfected and nonavoidable first-priority lien on the Liquidating Trust Assets; and (ii) a multipledraw term loan facility in the amount of up to the remainder of the Liquidating Trust Loan Commitment (the Liquidating Trust Facility ). According to the Liquidating Trust Waterfall, the Liquidating Trust has made payments totaling approximately $18,252,712.08 on the Liquidating Trust Promissory Note and Liquidating Trust Facility, inclusive of interest and fees. As of the end of the Reporting Period, the amount owing under the Liquidating Trust Loan Commitment is approximately $57,384.39. 7. On December 20, 2017, the Liquidating Trust obtained the release of approximately $20,001,694.58 in cash collateral securing a letter of credit issued by Citibank N.A. for the benefit of the New Jersey Department of Environmental Protection. 8. During the Reporting Period, the Liquidating Trust entered into several settlement agreements with insurers to settle the litigation captioned Bedivere Insurance Company, et al v. Maxus Energy Corporation, Case No. 2016-4112, pending in the Harris County District Court, 157 th Judicial District, Texas, for a total of $9,500,000 in cash. 9. The Debtors records reflected approximately 100 entities which received payments of $6,425.00 or more in the 90 day period prior to the Petition Date (the Preference Period ). The Liquidating Trustee investigated such payments and sent demand letters to approximately 84 of these entities seeking to avoid payments made during the Preference Period. During the Reporting Period the Liquidating Trustee entered into 21 settlements for 3
Case 16-11501-CSS Doc 2096 Filed 09/13/18 Page 5 of 10 $255,577.75 on account of alleged preferential payments, and filed 39 adversary actions in the Bankruptcy Court. 10. On June 14, 2018, the Liquidating Trust filed a complaint in the Bankruptcy Court against YPF S.A., YPF International S.A., YPF Holdings, Inc. and CLH Holdings, Inc., and Repsol S.A., Repsol Exploración, S.A., Repsol USA Holdings, Corp., Repsol E&P USA, Inc., Repsol Offshore E&P USA, Inc., Repsol E&P T&T Limited and Repsol Services Company for up to $14 billion in damages arising in connection with claims for alter ego liability and piercing the corporate veil, for fraudulent transfers under state laws (including Delaware, Kentucky, New Jersey, Ohio, Texas and Wisconsin law), as well as for unjust enrichment and civil conspiracy. III. Liquidating Trust Expenditures, Receipts, and Distributions 11. Attached hereto as Exhibit A is selected unaudited financial information with respect to the Liquidating Trust covering the Reporting Period. 12. During the Reporting Period, the Liquidating Trust did not make distributions to Liquidating Trust Beneficiaries on account of their Beneficial Interests. IV. Certification 13. The Liquidating Trustee certifies that, during the Reporting Period, he has performed pursuant to and in compliance with the Plan, the Trust Agreement, the Confirmation Order, and such other Plan documents and Bankruptcy Court orders pertaining to the operation of the Liquidating Trust. [Remainder of page left intentionally blank] 4
Case 16-11501-CSS Doc 2096 Filed 09/13/18 Page 6 of 10 Dated: September 13, 2018 Wilmington, Delaware Joseph J. Farnan, Jr., solely in his capacity as Liquidating Trustee 5
Case 16-11501-CSS Doc 2096 Filed 09/13/18 Page 7 of 10 EXHIBIT A Maxus Liquidating Trust Unaudited Financial Information 6
Case 16-11501-CSS Doc 2096 Filed 09/13/18 Page 8 of 10 Maxus Liquidating Trust Income Statement Jul 1, '17 - Jul 13, '18 Ordinary Income/Expense Income Dividend Income 99 Misc Income 27,494 ORRI Revenue paid late by Opt 15,087 Proceeds- Sale of L.V. Assets 1,851 Total Income 44,531 Expense Interest Expense 798,015 Maxus Liquidating Trust ERRT Costs 24,499 Trust Administration 3,432,260 Wind-Down Contractor Costs 500,841 Wind-Down G&A Costs 1,414,970 Total Maxus Liquidating Trust 5,372,569 Plan Disbursements 1,444,032 Professional Fees 13,634,096 Total Expense 21,248,713 Net Ordinary Income -21,204,182
Case 16-11501-CSS Doc 2096 Filed 09/13/18 Page 9 of 10 Maxus Liquidating Trust Balance Sheet (Unaudited) As of July 13, 2018 July 13th, 2018 July 14th, 2017 ASSETS Current Assets Cash and cash equivalents Maxus Liquidating Trust Bank 22,429,377 9,107,566 Maxus Neptune Escrow 1,250,000 Restricted Cash 20,001,695 Accounts Receivable 135,196,717 163,825,580 Other Fixed Assets 30,000 Undeposited Funds 16,947 Total Current Assets 158,876,094 192,981,788 TOTAL ASSETS 158,876,094 192,981,788 Liabilities and Shareholders Equity Current Liabilities Accounts Payable (333,298) Loan Payable to Occidental - (16,994,697) Settlements with Retirees (26,730) (1,504,662) Total Current Liabilities (360,028) (18,499,359) Shareholders' equity Fund Balance (179,720,248) (174,482,429) Retained Earnings 22,124,007 Net Income (919,825) Total Equity (158,516,066) (174,482,429) TOTAL LIABILITIES & EQUITY (158,876,094) (192,981,788)
Case 16-11501-CSS Doc 2096 Filed 09/13/18 Page 10 of 10 Maxus Liquidating Trust Statement of Cash Flows Jul 1, '17 - Jul 13, '18 OPERATING ACTIVITIES Net Income Adjustments to reconcile Net Income to net cash provided by operations: Accounts Receivable: Opening Balance $ (163,825,580) Cash Receipts Ruby Mhire Settlement $ 9,500,000 Proceeds from sale of Land $ 12,257,621 Proceeds from sale of Neptune $ 6,355,748 Other Miscellaneous receivables $ 82,366 Total Receipts $ 28,195,735 Other adjustments $ 433,129-21,204,182 Accounts Receivable Balance as at 7/14/18-135,196,717 Accounts Payable Opening Balance $ 18,499,359 Cash Payments DIP Loan Payment $ (16,994,697) Settlements with Retirees $ (1,477,932) Total $ (18,472,629) Other adjustments $ 333,298 Accounts Payable as at 7/14/2018 360,028 Net cash provided by Operating Activities -156,040,871 FINANCING ACTIVITIES Opening Balance Equity 42,886,449 Transfer from Debtors 136,833,798 Net cash provided by Financing Activities 179,720,248 Net cash increase for period 23,679,377 Cash at end of period 23,679,377 0