In re Cook Inlet Energy, LLC

577 B.R. 313
CourtUnited States Bankruptcy Court, D. Alaska
DecidedSeptember 13, 2017
DocketCase No. A15-00236-GS
StatusPublished
Cited by1 cases

This text of 577 B.R. 313 (In re Cook Inlet Energy, LLC) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, D. Alaska primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Cook Inlet Energy, LLC, 577 B.R. 313 (Alaska 2017).

Opinion

MEMORANDUM ON APPLICATION OF SCOTT M. BORUFF FOR ADMINISTRATIVE EXPENSE CLAIM (ECF No. 591)

GARY SPRAKER, United States Bankruptcy Judge

Scott M. Boruff has filed an Application for Administrative Expense Claim (“Application”)(ECF No, 591), in which he seeks to recover the sum of $252,657.53, representing the prorated portion of his contractual salary as executive chairman for Miller Energy Resources, Inc. (“MER”) for the four month period between the filing of MER’s chapter 11 petition and plan confirmation. Having considered the testimony of the witnesses and the documentary evidence presented at the evidentiary hearing held May 17, 2017, and for the reasons stated below, the court shall award Boruff the sum of $15,000.00 as an administrative expense under 11 U.S.C. § 503(b)(1)(A). The court finds that Boruff has not proven the reasonable value of his post-petition services in excess of what other directors on the MER board were paid for their post-petition services.

I. Procedural History.

An involuntary chapter 11 petition was filed against Cook Inlet Energy, LLC (“CIE”), a subsidiary of MER, on August 6, 2015. CIE filed an answer and consent to entry of an order for relief under chapter 11 on. October 1, 2015, the same day that MER and several of its other subsidiaries filed their own chapter 11 petitions.2 An Emergency Motion for Joint Administration was granted on October 8, 2015, and the CIE bankruptcy became the lead case herein.3

. MER’s history, and the events that lead it and its subsidiaries to seek chapter 11 relief, are detailed in the Disclosure Statement to Accompany Joint Plan of Reorganization of [MER] and its Debtor Subsidiaries Under Chapter 11 of the Bankruptcy Code.4 To briefly summarize, MER and its subsidiaries were independent oil and natural gas exploration and production companies that focused on developing oil and gas properties in Alaska.5 MER itself was a publicly traded holding company that owned, either directly or indirectly, the other subsidiary companies in these jointly administered cases.6 A confluence of three events precipitated the joint bankruptcy filings. First, in the year prior to the filing of the chapter 11 petitions, oil prices dropped significantly, from more than $100 per barrel to less than $45 per barrel.7 Second, MER defaulted on a credit agreement with its secured lenders, Apollo Investment Corporation, and Highbridge Capital Strategies (collectively, “Lenders”).8 Finally, MER’s prepetition efforts to raise additional capital or sell off some or all of its assets were unsuccessful.9 MER had been working with investment bankers at Seaport Global Securities (“SGS”) to restructure or refinance its secured debt for six months before seeking bankruptcy relief.10 MER obtained court approval to retain SGS within the bankruptcy,11 and SGS continued its efforts to procure financing or restructure MER’s debts up to the date of plan confirmation.12

Boruff was part of MER’s senior management group.13 At the time the petition was filed, he held the position of executive chairman.14 Not only did he serve on MER’s board of directors, he was also its largest individual shareholder.15 Yet, in the Notices of Intent to Take Compensation (“Notices of Intent”) filed contemporaneously with, and amended shortly after, the petition, Boruff was not included in the list of officers whose salaries would be paid postpetition.16 No evidence was presented that the Notices of Intent were sent to Boruff.

Four days after entering bankruptcy, the Debtors filed their Notice of Debtors’ Plan Term Sheet detailing the terms on which they would propose their joint plan of reorganization funded by the Lenders.17 The joint debtors continued to move expeditiously to confirmation, filing their Amended Joint Plan of Reorganization of [MER] and Certain of its Subsidiaries Under Chapter 11 of the Bankruptcy Code roughly two and one half months postpetition, on December 17, 2015.18 Consistent with the provisions of the plan and disclosure statement, a Notice of Intent to Assume or Reject Executory Contracts and Unexpired Leases and Cure Amount Related to Such Assumption was subsequent ly filed on January 20, 2016.19 Boruffs employment agreement with MER was listed as one of the contracts being rejected under this notice.20

The hearing on plan confirmation was held on January 27, 2016. The Order Confirming Joint Plan of Reorganization of [MER] and Certain of its Subsidiaries Under Chapter 11 of the Bankruptcy Code was entered the same day.21 Under the terms of the confirmed plan, Boruffs employment contract was rejected. Boruff did not receive any portion of his contractual salary postpetition. He now seeks an award of $252,657.53 as an administrative expense claim, representing the prorated portion of his annual salary through the date of plan confirmation.

II. Boruffs History with MER.

Boruff was hired by MER in August 2008 as its chief executive officer.22 He held this position until September 2014, when Carl Giesler replaced him in this position.23 Boruff testified that Giesler was retained because MER’s operations had grown substantially.24 The company’s employees had mushroomed from 12 at the time Boruff came on board to more than 100 in 2014, and MER’s Alaska operations had grown from 8 to roughly 3,500 barrels per day.25 Boruff said Giesler was hired to help MER grow on a different level, and with Giesler on board, Boruff would be able to focus more on the “big picture stuff,” such as putting financing deals, together.26

Contemporaneously with Giesler’s hiring, Boruff entered into a new employment agreement with MER, under which he would serve as its executive chairman.27 His employment contract described his duties as:

(i) to oversee, manage and direct the Company’s future development of its current business plan and model and to develop potential future-areas of business, (ii) to oversee, manage and direct the Company’s mergers and acquisitions of new areas of the company’s business, and (iii) subject to terms of this Agreement, any other duties as may reasonably be assigned or delegated to him from time to time by the Board of Directors.
Notwithstanding the foregoing, [Bo-ruff] shall be principally responsible for and shall have full power and authority to perform all duties incidental to the general management and oversight of the Company’s future development plans, and mergers and acquisitions.28

Boruff described his role as a working chairman and member of management.29

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Cite This Page — Counsel Stack

Bluebook (online)
577 B.R. 313, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-cook-inlet-energy-llc-akb-2017.