Free Letter - District Court of Delaware - Delaware

Case 1:08-cv-00313-SLR Document 23 Filed 07/11/2008 Page 1 of 4
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
NORTH MARKET STREET
P.O. Box 1347
Wrmrneron, Dizmwamz 19899-1347
302 658 9200
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July 11, 2008
BY HAND DELIVERY
The Honorable Sue L. Robinson
J. Caleb Boggs Federal Building
844 N. King Street
Room 6124
Lockbox 31
Wilmington, DE 19801
Re: BEPCO, L.P. v. 15375 Memorial Corp., et al., C.A. N0. 08-313 (SLR)
Dear Judge Robinson:
The undersigned is counsel for BEPCO, L.P., ilk/a Bass Enterprises Production
Company ("BEPCO"), appellant and cross—appellee in the above-referenced procedurally
consolidated appeals (the "Appeals”). The purpose of this letter is to appnse the Court of further
developments in the underlying bankruptcy cases of debtors 15375 Memorial Corp.
' ("Memorial") and Santa Fe Minerals Inc. ("Santa Fe," and together with Memorial, the
"Debtors"), jointly administered under Case No. 06-10859 (KG) (the "Bankruptcy Cases"),
pending before Judge Gross in the United States Bankruptcy Court for the District of Delaware
(the "Bankruptcy Court"), that may be gennane to this Court’s consideration of the Motion Of
Appellant BEPCO, L.P., f/k/a Bass Enterprises Production Company, To Bypass Appellate
.Mediation (D.I. 14) (the "l\/lediation Motion"), tiled with this Court on June 18, 2008.
Following the tiling of the Mediation Motion, the parties conferred by
teleconference with Kevin F. Brady, the assigned mediator, and tentatively scheduled a
mediation date of August 18, 2008, with the understanding that scheduling was subject to this
CO`|.1I't’S resolution of the issues raised by the Mediation Motion, including (i) whether another
round of mediation was necessary or appropriate under the circumstances when settlement
discussions and a mediation ordered by the Bankruptcy Court had been unsuccessful and (ii)
whether the Appeals should be stayed pending such mediation, if required. The pa1·ties’
confidential position papers are due to the mediator by August 14, 2008.

Case 1:08-cv-00313-SLR Document 23 Filed 07/11/2008 Page 2 ot 4
The Honorable Sue L. Robinson
July ll, 2008
Page 2
On July 3, 2008, this Court issued a Memorandum Order (DJ. 22) denying
BEPCO, L.P., f/ida Bass Enterprises Production Company ’s Emergency Request For
Certdication For Direct Appeal To The United States Court Of Appeals For The Third Circuit
Pursuant To 28 US.C. § 158(d)(2) (D.l. 6) (the "Certitication Reguest"). The Mediation
Motion, however, remains pending, has been fully briefed and is ripe for a decision by this
Court.
Following the filing of the Mediation Motion a number of events have transpired
in the Bankruptcy Cases, which may be relevant to this Court’s resolution of Mediation Motion,
including the following:
• On June 26, 2008, BEPCO tiled the Emergency Motion Of BEPCO, L.P.,
j7k/a Bass Enterprises Production Company For Stay Of Proceedings
Pending Further Developments On Appeal And In The Louisiana Action
(Bankr. D.l. 370) (the "Stay Motion").
• On July 3, 2008, BEPCO filed the Renewed Motion Of BEPCO, L.P., j7k/a
Bass Enterprises Production Company, For Order (D Dismissing
l Debtors’ Chapter ll Cases For Cause Under 1] US.C § ]]]2(b); (ID
Converting Debtors’ Chapter 11 Cases To Cases Under Chapter 7 Of The
Bankruptcy Code Pursuant To l I US. C. § 1]l2(b); Or (UD Appointing A
Trustee Pursuant To J1 US. C. § 1104(a) (Bankr. D.l. 375) (the "Renewed
Dismissal Motion").
• On July 3, 2008, BEPCO tiled the Motion Of BEPCO, L.P., f//c/a Bass
Enterprises Production Company For Order Compelling Debtors To
Abandon Claims And Causes Of Action Against The GSF Entities
Pursuant To 11 US.C. § 554(la) (Bankr. D.I. 376) (the "Abandonmerg
Motion”).
• On July 7, 2008, Judge Gross contacted the parties and informed them that
he intended to deny the Stay Motion, but would adjourn proceedings on

Case 1:08-cv-00313-SLR Document 23 Filed 07/11/2008 Page 3 ot 4
The Honorable Sue L. Robinson
July ll, 2008
Page 3
the Debtors’ various pending requests for reliefl and on the Renewed
Dismissal Motion and the Abandonment Motion pending a scheduling
conference to be held on July 23, 2008 and in anticipation of a full day
evidentiary hearing to be held in late September, 2008.
The Appeals principally concern the threshold issues of whether the Bankruptcy
Court erred in failing to dismiss the Bankruptcy Cases for (i) lack of good faith, (ii) for cause
under ll U.S.C. § lll2(b) and (iii) in the case of Santa Fe, its ineligibility to be a debtor under
chapter ll of the Bankruptcy Code. A resolution of the Appeals favorable to BEPCO before
these matters come up for hearing in the Bankruptcy Court in late September 2008 has the
prospect of avoiding a substantial consumption of judicial resources and will eliminate or limit
the risk of inconsistent rulings by the Bankruptcy Court on issues overlapping with the subject
matter of the Appeals in this Court. Accordingly, even though this Court has denied BEPCO’s
Certification Request, BEPCO respectfully submits that it remains appropriate for the Court to
grant the Mediation Motion and allow these Appeals to proceed without further delay.
BEPCO remains available to present oral argument if argument would be helpful
to the Court’s prompt resolution of the Mediation Motion.
R§pectfully,
Gre ser
GWW/sl
I The Debtors’ pending requests for relief include: (a) the Debtors’ First Amended Joint Plan of Liquidation
(Bankr. D.I. 351); (b) the Disclosure Statement For Debtors’ First Amended Joint Plan Of Liquidation
- (Bankr. D.I. 352); (c) the Debtors’ Motion For An Order (I) Approving Disclosure Statement, (II)
Establishing Confirmation Related Notice Procedures, (IH) Approving Solicitations Packages, And (IV)
Approving Forms Of Ballots And Procedures For Voting On Debtors’ First Amended Joint Plan Of
Liquidation (Bankr. D.I. 356); (d) the Second Interim Application Of Stevens & Lee, P.C. For Allowance
And Payment Of Compensation And Reimbursement Of Expenses As Counsel To The Debtors For The
Period November l, 2006 Through January 31, 2007 (Bankr. D.I. 358); (e) the Third Interim Application
Of Stevens & Lee, P.C. For Allowance And Payment Of Compensation And Reimbursement Of Expenses
As Counsel To The Debtors For The Period February 1, 2007 Through April 30, 2007 (Bankr. D.I. 359);
and (t) the Debtors’ Motion Under And Pursuant To Federal Rule Of Bankruptcy Procedure 9019 For
Approval Of Settlement (Bankr. D.I. 360).

Case 1:08-cv-00313-SLR Document 23 Filed 07/11/2008 Page 4 of 4
The Honorable Sue L. Robinson
July ll, 2008 g .
Page 4
cc: David Buchbinder, Esquire
Mark A. Chavez, Esquire
John D. Demmy, Esquire
Francis A. Monaco, Jr., Esquire
Kevin J. Managan, Esquire
Kevin F. Brady, Esquire
Philip G. Eisenberg, Esquire
John C. Kilgannon, Esquire
M. Hampton Carver, Esquire
Leann Opotowsky Moses, Esquire
2404143.1

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