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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) )
In re: Quicksilver Resources Inc., et al.,1 Debtors.
Chapter 11 Case No. 15-10585 (LSS) Jointly Administered
AFFIDAVIT OF SERVICE
STATE OF NEW YORK COUNTY OF NASSAU
) ) ss )
I, Craig Johnson, being duly sworn, depose and state: 1. I am an Assistant Vice President, Operations with Garden City Group, LLC (“GCG”), the claims, noticing and administrative agent for the debtors and debtors-in-possession (collectively, the “Debtors”) in the above-captioned proceeding.
Our business address is 1985 Marcus
Avenue, Suite 200, Lake Success, New York 11042-1013.
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC [1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline Company LLC [9384]. The Debtors’ address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102.
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2. On April 14, 2015, the United States Bankruptcy Court for the District of Delaware (the “Court”) entered an order pursuant to Bankruptcy Code Section 327(a) and Bankruptcy Rule 2014(a) approving the employment and retention of Garden City Group, LLC as Administrative Agent to the Debtors [Doc 191] (the “327 Retention Order”). Pursuant to the 327 Retention Order, the Court authorized GCG to “manage the preparation, compilation and mailing of documents to creditors and other parties in interest in connection with the solicitation of a chapter 11 plan.” Order Approving Solicitation Procedures 3. On June 29, 2016, the Court entered the Order Approving the Disclosure Statement, Voting Procedures, and Confirmation Procedures [Doc 1505] (the “Disclosure Statement Order”).2 4. Pursuant to the Disclosure Statement Order, the Court set June 23, 2016 at 5:00 p.m. (ET) (the “Record Date”) as the record date for purposes of determining which creditors and equity security holders are entitled to receive solicitation materials and, where applicable, vote on the Plan.
2
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Disclosure Statement Order.
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Serving Holders of Publicly-Traded Securities 5. As of the Record Date, the Debtors had the following issued and outstanding publiclytraded securities:
Second Lien Notes due 2019 issued in the principal amount of $200 million bearing CUSIP numbers 74837RAH7 and U7486PAA7 (the “Second Lien Notes”);
9.25 % Senior Notes due 2019 issued in the principal amount of $300 million bearing CUSIP number 74837RAG9 and 11% Senior Notes due 2021 issued in the principal amount of $325 million bearing CUSIP number 74837RAK0 (collectively, the “Senior Notes”);
7.125 % Senior Subordinated Notes due 2016 issued in the principal amount of $350 million bearing CUSIP number 74837RAC8 (the “Subordinated Notes”); and
Common stock bearing CUSIP number 74837R104 (the “Common Stock”).
6. The identities of the vast majority of underlying beneficial owners of the Debtors’ Second Lien Notes, Senior Notes, Subordinated Notes (collectively, the “Notes”) and Common Stock are concealed by the broker/client relationship. Banks, brokerage houses, and other financial institutions hold the Notes and Common Stock on behalf of the underlying beneficial owners (the “Beneficial Owners”) in “street name” through The Depository Trust Company (“DTC”) and serve as nominees (each a “Nominee”) for the Beneficial Owners. Therefore, to effect service of the appropriate solicitation materials on the Beneficial Owners, GCG coordinated with the Nominees as well as with the Nominees’ mailing agents, Broadridge Financial Solutions, Inc. (“Broadridge”), Mediant Communications Inc. (“Mediant”), and INVeSHARE.
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Solicitation Mailing 7. On July 1, 2016, at the direction of Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”), counsel to the Debtors, and Richards, Layton & Finger, P.A. (“Richards Layton”), local counsel to the Debtors, I caused true and correct copies of the following documents to be served by first class mail on the parties identified on Exhibit A annexed hereto (members of Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 3 (First Lien Claims), Class 7 (510 Claims),3 Class 9 (Non Intercompany Interests) and Registered Holders of the Debtors’ Common Stock) as of the Record Date:
Confirmation Hearing Notice [Docket No. 1510] (the “Confirmation Hearing Notice”); and
Notice of Non-Voting Status (collectively with the Confirmation Hearing Notice, the “Nonvoter Package”).
8. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused true and correct copies of the following documents to be served by first class mail on the parties identified on Exhibit B annexed hereto (Second Lien Term Loan Participants):
3
Confirmation Hearing Notice; and
[Customized] Instructions for Voting on the Debtors’ Plan (the “Class 4 and/or Class 5 Voting Instructions”)4.
Note that there were no members of Class 7 (510 Claims) as of the Record Date.
4
GCG customized Class 4 and/or Class 5 Voting Instructions by pre-printing the name of the Debtor(s) against which the voting creditor held a Claim entitled to vote, the Class(es) of the voting creditor’s Claim(s), the amount of the voting creditor’s Claim, and certain unique log-in information needed by the voting creditor to log-in to the Voting Website.
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9. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by first class mail on the Nominees (each a “Second Lien Noteholder Nominee”) for Beneficial Owners of the Debtors’ Second Lien Notes as of the Record Date as set forth on the service list annexed hereto as Exhibit C and by e-mail on such parties as set forth on the service list annexed hereto as Exhibit D:
Confirmation Hearing Notice;
Beneficial Noteholder Instructions for Voting on the Debtors’ Plan of Liquidation - CUSIP Nos. U7486PAA7 and 74837RAH7 (the “Second Lien Beneficial Noteholder Voting Instructions”);
Beneficial Ballot5 for Voting on the Debtors’ Plan - CUSIP Nos. U7486PAA7 and 74837RAH7 (collectively with the Confirmation Hearing Notice and the Second Lien Beneficial Noteholder Voting Instructions, the “Second Lien Notes Solicitation Package”);
Noteholder Nominee Voting Instructions - CUSIP Nos. 74837RAH7 and U7486PAA7 (the “Second Lien Noteholder Nominee Voting Instructions”);
Master Ballot for Accepting or Rejecting the Joint Chapter 11 Plan of Liquidation for Quicksilver Resources Inc. and its Affiliated Debtors - CUSIP Nos. U7486PAA7 and 74837RAH7 (the “Second Lien Notes Master Ballot”); and
Instructional Memo directing the Second Lien Noteholder Nominees to distribute the Second Lien Notes Solicitation Package to the Beneficial Owners of the Second Lien Notes as of the Record Date.6
5
GCG customized all Beneficial Ballots by pre-printing the appropriate CUSIP number(s) and Class(es) in which the Beneficial Noteholders are entitled to vote. 6
The various instructional memos cited throughout this affidavit of service are available from GCG upon written request.
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10. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by overnight courier on Broadridge, Attn: Special Processing, Job Number Y47120 & Y47121, 51 Mercedes Way, Edgewood, New York 11717 and by e-mail on Broadridge at
[email protected]:
Second Lien Notes Solicitation Package;
Second Lien Noteholder Nominee Voting Instructions;
Second Lien Notes Master Ballot; and
Instructional Memo directing Broadridge to distribute the Second Lien Notes Solicitation Package to the Beneficial Owners of the Second Lien Notes as of the Record Date on behalf of the Second Lien Noteholder Nominees for whom Broadridge serves as mailing agent.
11. On July 1, 2016, at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by first class mail on the Nominees (each a “Senior Noteholder Nominee”) for Beneficial Owners of the Debtors’ Senior Notes as of the Record Date, as set forth on the service list annexed hereto as Exhibit E and by e-mail on such parties as set forth on the service list annexed hereto as Exhibit F:
Confirmation Hearing Notice;
Beneficial Noteholder Instructions for Voting on the Debtors’ Plan of Liquidation - CUSIP Nos. 74837RAG9 and 74837RAK0 (the “Senior Notes Beneficial Noteholder Voting Instructions”);
Beneficial Ballot for Voting on the Debtors’ Plan - CUSIP Nos. 74837RAG9 and 74837RAK0 (collectively with the Confirmation Hearing Notice and the Senior Notes Beneficial Noteholder Voting Instructions, the “Senior Notes Solicitation Package”);
Noteholder Nominee Voting Instructions - CUSIP Nos. 74837RAG9 and 74837RAK0 (the “Senior Noteholder Nominee Voting Instructions”);
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Master Ballot for Accepting or Rejecting the Joint Chapter 11 Plan of Liquidation for Quicksilver Resources Inc. and its Affiliated Debtors - CUSIP Nos. 74837RAG9 and 74837RAK0 (the “Senior Notes Master Ballot”); and
Instructional Memo directing the Senior Noteholder Nominees to distribute the Senior Notes Solicitation Package to the Beneficial Owners of the Senior Notes as of the Record Date.
12. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by hand delivery to Broadridge, Attn: Special Processing, Job Number Y47120, 51 Mercedes Way, Edgewood,
New
York
11717
and
by
e-mail
on
Broadridge,
at
[email protected]:
Senior Notes Solicitation Package;
Senior Noteholder Nominee Voting Instructions;
Senior Notes Master Ballot; and
Instructional Memo directing Broadridge to distribute the Senior Notes Solicitation Package to the Beneficial Owners of the Senior Notes as of the Record Date on behalf of the Senior Noteholder Nominees for whom Broadridge serves as mailing agent.
13. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by overnight delivery to Mediant, Attn: Stephanie Fitzhenry, 100 Demarest Drive, Job #1005663, Wayne, New Jersey 07470 and by e-mail on Mediant at
[email protected]:
Senior Notes Solicitation Package;
Senior Noteholder Nominee Voting Instructions;
Senior Notes Master Ballot; and
Instructional Memo directing Mediant to distribute the Senior Notes Solicitation Package to the Beneficial Owners of the Senior Notes as of the Record Date on behalf of the Senior Noteholder Nominees for whom Mediant serves as mailing agent. 7
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14. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by overnight delivery to INVeSHARE, Attn: Corporate Actions Attn: Receiving, 156 Fernwood Avenue, Edison, NJ, 08837 and by e-mail on INVeSHARE at
[email protected];
[email protected];
[email protected];
[email protected];
[email protected];
[email protected];
[email protected];
[email protected]:
Senior Notes Solicitation Package;
Senior Noteholder Nominee Voting Instructions;
Senior Notes Master Ballot; and
Instructional Memo directing INVEeSHARE to distribute the Senior Notes Solicitation Package to the Beneficial Owners of the Senior Notes as of the Record Date on behalf of the Senior Noteholder Nominees for whom INVeSHARE serves as mailing agent.
15. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused true and correct copies of the following documents to be served by first class mail on the parties identified on Exhibit G annexed hereto (members of Class 5 (General Unsecured Claims)):
Confirmation Hearing Notice; and
[Customized] Class 4 and/or Class 5 Voting Instructions.
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16. On July 1, 2016, at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by first class mail on the Nominees (each a “Subordinated Noteholder Nominee”) for Beneficial Owners of the Debtors’ Subordinated Notes as the Record Date as set forth on the service list annexed hereto as Exhibit H and by e-mail on such parties as set forth on the service list annexed hereto as Exhibit I:
Confirmation Hearing Notice;
Beneficial Noteholder Instructions for Voting on the Debtors’ Plan of Liquidation - CUSIP No. 74837RAC8 (the “Subordinated Notes Beneficial Noteholder Voting Instructions”);
Beneficial Ballot for Voting on the Debtors’ Plan - CUSIP No. 74837RAC8 (collectively with the Confirmation Hearing Notice and the Subordinated Notes Beneficial Noteholder Voting Instructions the “Subordinated Notes Solicitation Package”);
Noteholder Nominee Voting Instructions - CUSIP No. 74837RAC8 (the “Subordinated Notes Nominee Voting Instructions”);
Master Ballot for Accepting or Rejecting the Joint Chapter 11 Plan of Liquidation for Quicksilver Resources Inc. and its Affiliated Debtors [re CUSIP No. 74837RAC8] (the “Subordinated Notes Master Ballot”); and
Instructional Memo directing the Subordinated Noteholder Nominees to distribute the Subordinated Notes Solicitation Package to the Beneficial Owners of the Subordinated Notes as of the Record Date.
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17. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by hand delivery to Broadridge, Attn Special Processing, Job #Y47120, 51 Mercedes Way, Edgewood, NY 11717 and by e-mail on Broadridge at
[email protected]:
Subordinated Notes Solicitation Package;
Subordinated Noteholder Nominee Voting Instructions;
Subordinated Notes Master Ballot; and
Instructional Memo directing Broadridge to distribute the Subordinated Notes Solicitation Package to the Beneficial Owners of the Subordinated Notes as of the Record Date on behalf of the Subordinated Noteholder Nominees for whom Broadridge serves as mailing agent.
18. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by overnight delivery to Mediant, Attn Stephanie Fitzhenry, 100 Demarest Drive, Job # 1005665 Wayne NJ 07470 and by e-mail to
[email protected]:
Subordinated Notes Solicitation Package;
Subordinated Noteholder Nominee Voting Instructions;
Subordinated Notes Master Ballot; and
Instructional Memo directing Mediant to distribute the Subordinated Notes Solicitation Package to the Beneficial Owners of the Subordinated Notes as of the Record Date on behalf of the Subordinated Noteholder Nominees for whom Mediant serves as mailing agent.
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19. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by overnight delivery to INVeSHARE, Corporate Actions, Attn Receiving, 156 Fernwood Avenue, Edison,
NJ
08837
and
by
e-mail
on
INVeSHARE
[email protected];
at
[email protected];
[email protected];
[email protected];
[email protected];
[email protected];
[email protected];
[email protected]:
Subordinated Notes Solicitation Package;
Subordinated Noteholder Nominee Voting Instructions;
Subordinated Notes Master Ballot; and
Instructional Memo directing INVeSHARE to distribute the Subordinated Notes Beneficial Noteholder Voting Instructions and Subordinated Notes Beneficial Noteholder Ballots to the beneficial holders of the Subordinated Notes as of the Record Date on behalf of the Subordinated Noteholder Nominees for whom INVeSHARE serves as mailing agent.
20. On July 1, 2016, at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by first class mail on the Nominees (each a “Common Stockholder Nominee”) for Beneficial Owners of the Debtors’ Common Stock as of the Record Date as set forth on the service list annexed hereto as Exhibit J and by e-mail on such parties as set forth on the service list annexed hereto as Exhibit K:
Nonvoter Package; and
Instructional Memo directing the Common Stockholder Nominees to distribute the Nonvoter Package to the Beneficial Owners of the Common Stock as of the Record Date.
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21. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by overnight courier on Broadridge, Attn Special Processing, Job #N94963, 51 Mercedes Way, Edgewood, NY 11717 and by e-mail on Broadridge at
[email protected];
Nonvoter Package; and
Instructional Memo directing Broadridge to distribute the Nonvoter Package to the Beneficial Owners of the Common Stock as of the Record Date on behalf of the Common Stockholder Nominees for whom Broadridge serves as mailing agent.
22. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by overnight delivery to Mediant, Attn Stephanie Fitzhenry, 100 Demarest Drive, Job # 1002120, Wayne, NJ 07470 and by e-mail on Mediant at
[email protected].
Nonvoter Package; and
Instructional Memo directing Mediant to distribute the Nonvoter Package to the Beneficial Owners of the Common Stock as of the Record Date on behalf of the Common Stockholder Nominees for whom Mediant serves as mailing agent.
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23. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused an appropriate number of true and correct copies of the following documents to be served by overnight delivery to INVeSHARE, Corporate Actions, Attn Receiving, 156 Fernwood Avenue, Edison,
NJ
08837
and
by
e-mail
on
[email protected];
INVeSHARE
at
[email protected];
[email protected];
[email protected];
[email protected];
[email protected];
[email protected];
[email protected]:
Nonvoter Package; and
Instructional Memo directing INVeSHARE to distribute the Nonvoter Package to the Beneficial Owners of the Common Stock as of the Record Date on behalf of the Common Stockholder Nominees for whom INVeSHARE serves as mailing agent.
24. On July 1, 2016, also at the direction of Akin Gump and Richards Layton, I caused a true and correct copy of the Confirmation Hearing Notice to be served by first class mail on the parties identified on Exhibit L annexed hereto (Matrix Parties), which includes (among others) parties on the “Master Service List,” parties that submitted notices of appearance in the Debtors’ cases, counterparties to executory contracts and/or unexpired leases, and other parties in interest not included in paragraphs 7 through 23 of this affidavit of service. /s/ Craig Johnson Craig Johnson Sworn to before me this 11th day of July, 2016 /s/ Debra Wolther Debra Wolther Notary Public - State of New York No. 02WO4853469 Qualified in Nassau County My Commission Expires January 27, 2018 13
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EXHIBIT A
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