Highland Capital Management LP v. Chesapeake Energy Corp.

522 F.3d 575
CourtCourt of Appeals for the Fifth Circuit
DecidedMarch 31, 2008
DocketNo. 07-20301
StatusPublished

This text of 522 F.3d 575 (Highland Capital Management LP v. Chesapeake Energy Corp.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Highland Capital Management LP v. Chesapeake Energy Corp., 522 F.3d 575 (5th Cir. 2008).

Opinion

KING, Circuit Judge:

A secured creditor of a bankrupt corporation was sued by an unsecured creditor of the same corporation in state court and removed the claims against it to federal court, asserting that the claims were property of the bankruptcy estate and that the unsecured creditor had no right to assert them. The bankruptcy court agreed that the claims were property of the estate, denied the unsecured creditor’s motion to remand, and dismissed the claims. The district court affirmed on appeal. For the reasons that follow, we conclude that the claims are not property of the bankruptcy estate and must be remanded to state court.

I.

The appellants in this case, a group of investment funds (the “bondholders”), hold $30 million in unsecured notes issued by Seven Seas Petroleum, Inc., a Houston-based company that was forced into bankruptcy in December 2002. Seven Seas issued the notes as part of a $110 million debt offering in May 1998. The bondholders did not purchase the unsecured notes from Seven Seas; instead, they purchased the unsecured notes either in private transactions or on the secondary market at various times in 1999, 2000, and 2002.

Prior to its bankruptcy, Seven Seas explored and developed oil and gas properties in South America through the operations of its wholly-owned subsidiaries. To comply with certain SEC reporting requirements, Seven Seas engaged Ryder Scott Company, a reservoir-evaluation consulting firm, to provide reserve estimates calculated in accordance with the SEC’s “proved reserves” guidelines. These reserve estimates were incorporated into Seven Seas’ annual reports on Form 10-K beginning in 1998, when the company’s stock began trading on the American Stock Exchange, and were also included in the prospectus for the $110 million debt offering.

The reserve estimates prepared by Ryder Scott were important to the bondholders for two reasons. First, the bondholders claim to have relied on these estimates when deciding whether to invest in the unsecured notes. Second, Seven Seas’ ability to issue secured debt — which would be senior to the unsecured notes held by the bondholders — was tied to the reserve estimates. Specifically, under the terms of the unsecured notes, Seven Seas could not issue secured debt exceeding the greater of $25 million or the sum of cash on hand, certain receivables, and thirty percent of the discounted net present value of reserves.

Seven Seas did in fact issue $45 million in senior, secured notes in July 2001, shortly after it had reported reserves' of [579]*57947.9 million barrels of oil, -with a discounted value of just over $894 million, on its 10-K for the year ended December 31, 2000. Robert A. Hefner, III, the chairman and CEO of Seven Seas, led a group of investors that purchased half of the secured notes. This group included several of the company’s other directors. Chesapeake Energy Corporation, an Oklahoma-based independent oil and gas producer, purchased the remaining half of the notes. The collateral for the secured notes was substantially all of Seven Seas’ assets. In addition, the secured notes featured detachable warrants that gave the holders the right to purchase Seven Seas stock for $1.78 per share. These warrants represented options on 40% of the company’s common shares. Seven Seas planned to use the proceeds from the secured notes to fund an exploratory well in Colombia, as well as for other business operations.

Things did not go well for Seven Seas. By July 2002 it became apparent that the exploratory well in Colombia, which had reached a depth of almost 19,000 feet, was likely to be a failure. Shortly thereafter, Seven Seas announced that it was suspending further development of its shallow reserves. The following month, the company revised its reserve estimates downward to 16.3 million barrels — a 66% decrease from the figure reported in Seven Seas’ 10-K for the year ended December 31, 2001 — and took a substantial write-down to account for the diminished discounted value of this revised reserves figure. In September 2002, Seven Seas’ management informed representatives of investors in the unsecured notes that the company’s assets were worth $49 million, but that liabilities on the secured notes alone were $52 million. These events prompted a number of investors in the unsecured notes, including some of the bondholders, to file an involuntary Chapter 7 bankruptcy petition against Seven Seas in the Bankruptcy Court for the Southern District of Texas. Seven Seas converted the involuntary bankruptcy case to a Chapter 11 reorganization, and a trustee was appointed.

The trustee commenced an adversary proceeding against Chesapeake and the other holders of the secured notes on behalf of the Seven Seas bankruptcy estate. Among other things, the trustee sought to re-characterize the $45 million secured debt transaction as an equity contribution.1 The trustee also brought tort claims against Chesapeake, alleging, among other things, that it had breached duties that it owed to Seven Seas and interfered with management’s fiduciary duties.

The trustee’s first amended complaint in the adversary proceeding dropped most of the claims against Chesapeake (retaining only the claim seeking to re-characterize Chesapeake’s investment in the secured notes as an equity contribution), but added claims against Hefner and other Seven Seas directors for breach of various fiduciary duties. According to the trustee’s amended complaint, Hefner and the directors knew that Seven Seas was insolvent or of questionable solvency and ar[580]*580ranged to provide additional financing — in the form of the $45 million secured debt offering that they participated in along with Chesapeake — on terms that were highly advantageous for the holders of the secured notes but detrimental to the company and its other creditors. Since their $45 million investment was secured by substantially all the assets of the company, the holders of the secured notes faced little risk. However, they stood to profit tremendously if the exploratory well in Colombia proved to be a success, because the secured notes’ detachable warrants gave them the right to increase their equity stake in the company. For the company and its unsecured creditors, though, the $45 million secured debt transaction was a tremendously risky proposition: if the exploratory well turned out to be dry, the company would likely have to enter bankruptcy, and would have few, if any, assets available to satisfy the claims of unsecured creditors.

The trustee and Chesapeake eventually reached a settlement whereby Chesapeake agreed to give up some of its collateral in exchange for a complete release of claims by the Seven Seas bankruptcy estate. The settlement agreement was part of the trustee’s second amended reorganization plan, which was confirmed by the bankruptcy court in August 2003.2 Chesapeake was subsequently dismissed with prejudice from the adversary proceeding. The trustee continued to pursue claims against Hefner and the other directors on behalf of the estate in an action that is still pending in the district court.

Meanwhile, shortly after Seven Seas entered bankruptcy, the bondholders sued Ryder Scott in state court for negligent misrepresentation.3 They later added claims for fraud, violation of the Texas Securities Act, and aiding and abetting fraud.

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Cite This Page — Counsel Stack

Bluebook (online)
522 F.3d 575, Counsel Stack Legal Research, https://law.counselstack.com/opinion/highland-capital-management-lp-v-chesapeake-energy-corp-ca5-2008.