Exhibit 99.3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
| | | § | | |
| In re: | | § | | Chapter 11 |
| | | § | | |
| EP ENERGY CORPORATION, et al., | | § | | Case No. 19-35654 (MI) |
| | | § | | |
| | | § | | (Jointly Administered) |
| Debtors.1 | | § | | |
| | | § | | |
NOTICE OF FILING OF EXHIBIT D TO PLAN SUPPLEMENT
IN CONNECTION WITH FOURTH AMENDED JOINT CHAPTER 11
PLAN OF EP ENERGY CORPORATION AND ITS AFFILIATED DEBTORS
PLEASE TAKE NOTICE THAT:
1. On October 3, 2019 (the “Petition Date”), EP Energy Corporation and its debtor affiliates in the above-captioned cases, as debtors and debtors in possession (collectively, the “Debtors”), commenced cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).
2. On January 13, 2020, the Debtors filed theFourth Amended Joint Chapter 11 Plan of EP Energy Corporation and Its Affiliated Debtors (ECF No. 685) (the “Plan”).2
3. On January 14, 2020, the Bankruptcy Court entered theOrder (I) Approving Proposed Disclosure Statement; (II) Establishing Solicitation and Voting Procedures; (III) Establishing Rights Offering Procedures; (IV) Scheduling Confirmation Hearing; (V) Establishing Notice and Objection Procedures for Confirmation of the Proposed Plan; (VI) Approving Notice and Objection Procedures for the Assumption of Executory Contracts and Unexpired Leases (ECF No. 691) (the “Disclosure Statement Order”).
1The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: EP Energy Corporation (2728), EPE Acquisition, LLC (5855), EP Energy LLC (1021), Everest Acquisition Finance Inc. (0996), EP Energy Global LLC (7534), EP Energy Management, L.L.C. (5013), EP Energy Resale Company, L.L.C. (9561), and EP Energy E&P Company, L.P. (7092). The Debtors’ primary mailing address is 1001 Louisiana Street, Houston, TX 77002.
2Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
4. In accordance with the Disclosure Statement Order, on February 7, 2020, the Debtors filed thePlan Supplement in Connection with Fourth Amended Joint Chapter 11 Plan of EP Energy Corporation and Its Affiliated Debtors (ECF No. 785) (the “Plan Supplement”).
5. On February 19, 2020 the Debtors filed theNotice of Filing of Amended Exhibit H to Plan Supplement in Connection with Fourth Amended Joint Chapter 11 Plan of EP Energy Corporation and its Affiliated Debtors(ECF No. 878).
6. On March 4, 2020 the Debtors filed theNotice of Filing of Amended Exhibit I to Plan Supplement in Connection with Fourth Amended Joint Chapter 11 Plan of EP Energy Corporation and its Affiliated Debtors(ECF No. 1008).
7. The Debtors hereby file this supplement to the Plan Supplement in further support of the Plan, and the Plan Supplement is hereby supplemented as follows:
| Exhibit | Plan Supplement Document |
| D | New Board Disclosures |
8. The documents contained in the Plan Supplement are integral to, and are considered part of, the Plan. If the Plan is approved, the documents contained in the Plan Supplement will be approved by the Bankruptcy Court pursuant to the Confirmation Order. The Debtors, Initial Supporting Noteholders, and Creditors’ Committee reserve all of their respective rights with respect to the form of documents filed herewith and such documents remain subject in all respects to revision by such parties.
9. Copies of the exhibits contained in the Plan Supplement, and all documents filed in these chapter 11 cases are available free of charge by visitinghttps://cases.primeclerk.com/EPEnergy. You may also obtain copies of the pleadings by visiting the Bankruptcy Court’s website athttps://ecf.txsb.uscourts.gov in accordance with the procedures and fees set forth therein.
| Dated: | March 5, 2020 |
| | Houston, Texas |
| | /s/ Alfredo R. Pérez |
| | WEIL, GOTSHAL & MANGES LLP |
| | Alfredo R. Pérez (15776275) |
| | Clifford W. Carlson (24090024) |
| | 700 Louisiana Street, Suite 1700 |
| | Houston, Texas 77002 |
| | Telephone: (713) 546-5000 |
| | Facsimile: (713) 224-9511 |
| | Email: | Alfredo.Perez@weil.com |
| | | Clifford.Carlson@weil.com |
| | -and- |
| | |
| | WEIL, GOTSHAL & MANGES LLP |
| | Matthew S. Barr (admitted pro hac vice) |
| | Ronit Berkovich (admitted pro hac vice) |
| | Scott R. Bowling (admitted pro hac vice) |
| | David J. Cohen (admitted pro hac vice) |
| | 767 Fifth Avenue |
| | New York, New York 10153 |
| | Telephone: (212) 310-8000 |
| | Facsimile: (212) 310-8007 |
| | Email: | Matt.Barr@weil.com |
| | | Ronit.Berkovich@weil.com |
| | | Scott.Bowling@weil.com |
| | | DavidJ.Cohen@weil.com |
| | Attorneys for the Debtors and |
| | Debtors in Possession |
Certificate of Service
I hereby certify that on March 5, 2020, a true and correct copy of the foregoing document was served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas, and will be served as set forth in the Affidavit of Service to be filed by the Debtors’ claims, noticing, and solicitation agent.
| | /s/ Alfredo R. Pérez |
| | Alfredo R. Pérez |
Exhibit D
Initial Directors of Reorganized Debtors
Initial Board of Directors of the Reorganized Debtors
Russell E. Parker is the President and Chief Executive Officer of EP Energy Corporation.
John Pike is Senior Portfolio Manager at Elliott Management Corporation. Mr. Pike will not be compensated by the Reorganized Debtors for his board service.
Win Rollins is an Analyst at Elliott Management Corporation. Mr. Rollins will not be compensated by the Reorganized Debtors for his board service.
Ross Green is an Analyst at Elliott Management Corporation. Mr. Green will not be compensated by the Reorganized Debtors for his board service.
Wilson Handler is a Partner at Apollo Global Management. Mr. Handler will not be compensated by the Reorganized Debtors for his board service.
Olivia Wassenaar is a Partner at Apollo Global Management. Ms. Wassenaar will not be compensated by the Reorganized Debtors for her board service.
Rajesh Jegadeesh is Principal at Apollo Global Management. Mr. Jegadeesh will not be compensated by the Reorganized Debtors for his board service.
An eighth member of the board of the directors to be designated by Apollo Global Management.
