Case 20-33605 Document 218 Filed in TXSB on 08/25/20 Page ...€¦ · Bruin E and P Partners, LLC, et al. Page 1 of 1 Case 20-33605 Document 218 Filed in TXSB on 08/25/20 Page 3 of

Case 20-33605 Document 218 Filed in TXSB on 08/25/20 Page 1 of 24

EXHIBIT A


Description Name Method of Service

Contract Counterparties Bradley Fay 547 S 7th St Ste 993 Bismarck, ND 58504 First Class Mail

Contract Counterparties Catherine Mentzer 9921 Tamarack Cove Woodbury, MN 55125 First Class Mail

Contract Counterparties Charles Greenwood P.O. Box 811784 Sanger, TX 76266 First Class Mail

Contract Counterparties Copper Tip Energy Services Inc c/o CRG Financial LLC Attn: Allison Axenrod 100 Union Ave, Ste 240 Cresskill, NJ 07626 First Class Mail

Contract Counterparties Copper Tip Energy Services Usa LLC c/o CRG Financial LLC Attn: Allison Axenrod 100 Union Ave, Ste 240 Cresskill, NJ 07626 First Class Mail

Contract Counterparties Copper Tip Energy Services Usa, LLC c/o CRG Financial LLC Attn: Allison Axenrod 100 Union Ave, Ste 240 Cresskill, NJ 07626 First Class Mail

Contract Counterparties Fastenal Company 2001 Theurer Blvd Winona, MN 55987 First Class Mail

Contract Counterparties Jacquelyne Kueffer‐Johnson Routa re: Allen M Anderson Estate 394 Crestview Dr S Maplewood, MN 55119 First Class Mail

Contract Counterparties Nova Energy LLC c/o CRG Financial LLC Attn: Allison Axenrod 100 Union Ave, Ste 240 Cresskill, NJ 07626 First Class Mail

Contract Counterparties Nova Energy LLC c/o CRG Financial LLC Attn: Allison Axenrod 100 Union Ave, Ste 240 Cresskill, NJ 07626 First Class Mail

Contract Counterparties Nova Energy, LLC c/o CRG Financial LLC Attn: Allison Axenrod 100 Union Ave, Ste 240 Cresskill, NJ 07626 First Class Mail

Contract Counterparties Rex & Linda Byerly P.O. Box 968 Williston, ND 58802 First Class Mail

Contract Counterparties Swanson Energy Services Inc 1500 14th St W Ste 270 Williston, ND 58801 First Class Mail

Contract Counterparties The WellBoss Company LLC 7123 Breen Dr Houston, TX 77086 First Class Mail

Contract Counterparties Tracy A Schletz re: Allen M Anderson Estate 1723 Albert St N Falcon Heights, MN 55113 First Class Mail

Contract Counterparties Vac Tec Septic‐Water LLC 11603 Canyon Rd E Puyallup, WA 98373 First Class Mail

Exhibit AProvided Parties Service List Served as set forth below

Address

Bruin E and P Partners, LLC, et al. Page 1 of 1


EXHIBIT B Case 20-33605 Document 218 Filed in TXSB on 08/25/20 Page 4 of 24

IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

) In re: ) Chapter 11 ) BRUIN E&P PARTNERS, LLC, et al.,1 ) Case No. 20-33605 (MI) ) ) (Jointly Administered)

Debtors. ) )

NOTICE OF NON-VOTING STATUS AND OPT-OUT FORM TO HOLDERS OR POTENTIAL HOLDERS OF UNIMPAIRED CLAIMS CONCLUSIVELY PRESUMED TO ACCEPT THE PLAN

AND/OR HOLDERS OR POTENTIAL HOLDERS OF IMPAIRED CLAIMS OR INTERESTS DEEMED TO REJECT THE PLAN

PLEASE TAKE NOTICE THAT Bruin E&P Partners, LLC, and its debtor subsidiaries, (collectively, the “Debtors”) commenced chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas (the “Court”) and have commenced the solicitation of votes, to accept the Debtors’ Joint Prepackaged Chapter 11 Plan of Reorganization of Bruin E&P Partners, LLC and Its Debtor Subsidiaries (as amended, supplemented, or otherwise modified from time to time, the “Plan”) [Docket No. 19] and proposed disclosure statement [Docket No. 21] (as amended, supplemented, or otherwise modified from time to time, the “Disclosure Statement”) pursuant to sections 1125 and 1126(b) of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”). Copies of the Plan and the Disclosure Statement are accessible for free on the Debtors’ restructuring website www.omniagentsolutions.com/bruin. Copies of the Plan and Disclosure Statement may also be obtained upon request to the Debtors’ proposed counsel, Kirkland & Ellis LLP. The Plan and Disclosure Statement is also available for a fee on the PACER website at www.pacer.gov (account required) and is on file with the Clerk of the Bankruptcy Court located on 4th Floor of 515 Rusk Street, Houston, Texas 77002, where they are available for review between 8:00 a.m. to 5:00 p.m., prevailing Central Time.

PLEASE TAKE FURTHER NOTICE THAT you are a Holder2 or potential Holder of a Claim against the Debtors that is not entitled to vote on the Plan due to the nature and treatment of such Claim under the Plan. Specifically, a Holder of a Claim in a class that is not Impaired under the Plan is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and is not entitled to vote on the Plan. Further, a Holder of a Claim in a class that is Impaired under the Plan and conclusively presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code is not entitled to vote on the Plan.

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ proposed

claims and noticing agent at www.omniagentsolutions.com/bruin. The location of Debtor Bruin E&P Partners, LLC’s principal place of business and the Debtors’ service address in these chapter 11 cases is 602 Sawyer Street, Suite 710, Houston, Texas 77007.

2 Capitalized terms used but not otherwise defined herein have the meanings given to them in the Plan or Disclosure Statement, as applicable. The statements contained herein are summaries of the provisions contained in the Plan and Disclosure Statement and do not purport to be precise or complete statements of all the terms and provisions of the Plan or documents referred therein. If there is a discrepancy between the terms herein and the Plan or Disclosure Statement, the Plan or Disclosure Statement, as applicable, shall govern and control. For a more detailed description of the Plan, please refer to the Disclosure Statement.


PLEASE TAKE FURTHER NOTICE THAT, if you have questions regarding this notice, you should contact Omni Agent Solutions, the Debtors’ proposed solicitation agent (the “Solicitation Agent”) by (a) writing to Bruin Ballot Processing, c/o Omni Agent Solutions, 5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367, (b) emailing [email protected] and referencing “Bruin” in the subject line, and/or (c) calling the Debtors’ restructuring hotline at (866) 680-8161 (toll free) or +1 (818) 574-3196 (international).

PLEASE TAKE FURTHER NOTICE THAT a hearing (the “Combined Hearing”) will be held before the Honorable Marvin Isgur, United States Bankruptcy Judge, in Room 404 of the United States Bankruptcy Court, 515 Rusk Street Houston, Texas 77002, on August 26, 2020 at 1:30 p.m. prevailing Central Time, to consider the adequacy of the Disclosure Statement, any objections to the Disclosure Statement, confirmation of the Plan, any objections thereto, and any other matter that may properly come before the Court. Please be advised that the Combined Hearing may be continued from time to time by the Court or the Debtors without further notice other than by such adjournment being announced in open court or by a notice of adjournment filed with the Court and served on other parties entitled to notice.

PLEASE TAKE FURTHER NOTICE THAT objections (each, an “Objection”), if any, to the Plan or the Disclosure Statement must: (a) be in writing; (b) comply with the Federal Rules of Bankruptcy Procedure and the of the Bankruptcy Local Rules for the Southern District of Texas; (c) state the name and address of the objecting party and the amount and nature of the Claim or Interest beneficially owned by such entity or individual; (d) state with particularity the legal and factual basis for such objections, and, if practicable, a proposed modification to the Plan that would resolve such objections; and (e) be filed with the Court (contemporaneously with a proof of service) and served so as to be actually received no later than August 20 at 4:00 p.m. prevailing Central Time, by those parties who have a filed a notice of appearance in the Debtors’ chapter 11 cases as well as each of the following parties:

Counsel to the Debtors Co-Counsel to the Debtors Kirkland & Ellis LLP

Kirkland & Ellis International LLP 300 North LaSalle

Chicago, Illinois 60654 Attn.: W. Benjamin Winger.

([email protected])

-and- Kirkland & Ellis LLP

Kirkland & Ellis International LLP 1301 Pennsylvania Avenue, N.W.

Washington, D.C. 20004 Attn.: AnnElyse Scarlett Gains. ([email protected])

Jackson Walker L.L.P. 1401 McKinney Street Houston, Texas 77010

Attn: Matthew D. Cavenaugh ([email protected]), and Veronica A. Polnick ([email protected])

The United States Trustee Counsel to Consenting Noteholders Office of the United States Trustee for the Southern District of Texas

515 Rusk Street, Suite 3516 Houston, Texas 77002

Attn.: Hector Duran ([email protected])

O’Melveny & Myers LLP 7 Times Square

New York, New York 10036 Attn: Joseph Zujkowski ([email protected])

Counsel to Consenting RBL Lenders and Proposed DIP Lenders

Counsel to the Consenting Sponsor

Paul Hasting LLP 200 Park Avenue

New York, New York 10166 Attn: Andrew V. Tenzer

([email protected]), Michael E. Comerford ([email protected])

Latham & Watkins LLP 330 North Wabash Avenue, Suite 2800

Chicago, Illinois 60611 Attn: Richard A. Levy ([email protected])


Key Terms of the Plan3

The Plan, provides, among other things, for the following treatment of Claims and Interests thereunder:

SUMMARY OF EXPECTED RECOVERIES Class Claim/Equity

Interest Treatment of Claim/Equity Interest Projected

Amount of Claims (in millions)

Projected Recovery Under

the Plan

1 Other Secured Claims

On the Plan Effective Date, each holder of an Allowed Other Secured Claim shall receive, at the option of the applicable Debtor: (a) payment in full in Cash of its Allowed Other Secured Claim; (b) the collateral securing its Allowed Other Secured Claim; (c) Reinstatement of its Allowed Other Secured Claim; or (d) such other treatment that renders its Allowed Other Secured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.

$51.5 100%

2 Other Priority Claims

On the Plan Effective Date, each holder of an Allowed Other Priority Claim shall receive treatment in a manner consistent with section 1129(a)(9) of the Bankruptcy Code.

$1.2 100%

3 RBL Claims On the Plan Effective Date, each holder of an Allowed RBL Claim shall receive in full and final satisfaction of such claims, their pro rata share of 92.5% of the New Interests, subject to dilution by the Management Incentive Plan.

$400.9 53.9%

4 Notes Claims On the Plan Effective Date, each Allowed Notes Claim (other than Notes Claims against the Bruin Williston Debtor) shall receive, in full and final satisfaction of such claims, their pro rata share of 7.1% of the New Interests, subject to dilution by the Management Incentive Plan.

$589.9 2.8%

5A General Unsecured Claims against Debtors other than the Bruin Williston Debtors

On the Plan Effective Date, each holder of an Allowed General Unsecured Claim against Debtors other than the Bruin Williston Debtor shall receive, in full and final satisfaction of such Claim, (a) payment in full in Cash on the later of (i) the Effective Date, or (ii) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction or agreement giving rise to such Claim, or (b) such other treatment that renders such Claim Unimpaired.

$6.6 100%

5B General Unsecured Claims against the Bruin Williston Debtors

On the Plan Effective Date, each holder of an Allowed General Unsecured Claim against the Bruin Williston Debtors (including Notes Claims against the Bruin Williston Debtor) shall receive, (their pro rata share of 0.4% of the New Interests, subject to dilution by the Management Incentive Plan.

$596.8 0.2%

3 This summary is qualified in its entirety by the terms of the Plan. In the event of any inconsistency or conflict between this

summary and the terms of the Plan, the terms of the Plan shall control and govern.


SUMMARY OF EXPECTED RECOVERIES Class Claim/Equity

Interest Treatment of Claim/Equity Interest Projected

Amount of Claims (in millions)

Projected Recovery Under

the Plan

6 Intercompany Claims

On the Plan Effective Date, each Allowed Intercompany Claim shall be, at the option of the applicable Reorganized Debtor, either: (a) Reinstated, (b) distributed, contributed, set off, settled, canceled and released, and will be of no further force or effect, or (c) otherwise addressed at the option of each applicable Reorganized Debtor such that holders of Intercompany Claims will not receive any distribution on account of such Intercompany Claims.

N/A 0–100%

7 Intercompany Interests

On the Plan Effective Date, each holder of Intercompany Interests shall receive no recovery or distribution and shall only be Reinstated solely to the extent necessary to maintain the Debtors’ prepetition corporate structure for the ultimate benefit of the holders of the New Interests.

N/A 0%

8 Bruin Interests

On the Plan Effective Date, each holder of an Allowed Bruin Interest shall be canceled, released, and extinguished, and will be of no further force or effect and no Holder of Bruin Interests shall be entitled to any recovery or distribution under the Plan on account of such Interests.

N/A 0%

9 Section 510(b) Claims

On the Plan Effective Date, each holder of an Allowed Section 510(b) Claims, if any, shall be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and holders of Allowed Section 510(b) Claims will not receive any distribution on account of such Allowed Section 510(b) Claims.

$0 0%

The following chart summarizes the classification of Claims and Interests set forth in the Plan and indicates whether each such class is entitled to vote on the Plan:

Class Claims and Interests Status Voting Rights

Class 1 Other Secured Claims Unimpaired Not Entitled to Vote (Presumed to Accept)

Class 2 Other Priority Claims Unimpaired Not Entitled to Vote (Presumed to Accept)

Class 3 RBL Claims Impaired Entitled to Vote

Class 4 Notes Claims (excluding Notes Claims against the Bruin Williston Debtor) Impaired Entitled to Vote

Class 5A General Unsecured Claims Against Debtors other than the Bruin Williston Debtor Unimpaired Not Entitled to Vote (Presumed to

Accept)

Class 5B General Unsecured Claims Against the Bruin Williston Debtor (including Notes Claims against the Bruin Williston Debtor)

Impaired Entitled to Vote

Class 6 Intercompany Claims Unimpaired / Impaired

Not Entitled to Vote (Presumed to Accept or Deemed to Reject)

Class 7 Intercompany Interests Unimpaired / Impaired

Not Entitled to Vote (Presumed to Accept or Deemed to Reject)

Class 8 Bruin Interests Impaired Not Entitled to Vote (Deemed to Reject)

Class 9 Section 510(b) Claims Impaired Not Entitled to Vote (Deemed to Reject)


CRITICAL INFORMATION REGARDING OBJECTING TO THE PLAN

PLEASE TAKE FURTHER NOTICE THAT ARTICLE VIII OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS.

ALTHOUGH YOU ARE NOT ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN, THE OPT-OUT FORM ATTACHED HERETO PROVIDES YOU WITH THE OPTION TO NOT GRANT THE VOLUNTARY THIRD-PARTY RELEASE CONTAINED IN ARTICLE VIII.E OF THE PLAN (THE “THIRD-PARTY RELEASE”):

Releases, Injunction, and Exculpation Provisions

Article VIII of the Plan contains the following release, injunction, and exculpation provisions. YOU ARE ADVISED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING THE DISCHARGE, INJUNCTION, RELEASE, AND EXCULPATION PROVISIONS, AS YOUR RIGHTS MAY BE AFFECTED.

Holders of Claims and Interests may opt out of the third-party release set forth below by checking the appropriate box on their ballot or notice of non-voting status, as applicable.

Article VIII.D of the Plan provides for a release by the Debtors (the “Debtor Release”):

Notwithstanding anything contained in this Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is deemed released and discharged by the Debtors, the Reorganized Debtors, and their Estates from any and all Causes of Action, including any derivative claims, asserted by or on behalf of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim against or Interest in a Debtor or other Entity, based on or relating to or in any manner arising from in whole or in part, the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement, the Disclosure Statement, the DIP Facility, this Plan, the Exit Facility, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement, the DIP Facility, the Exit Facility, or this Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of this Plan, including the issuance or distribution of Securities pursuant to this Plan, or the distribution of property under this Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date.

Article VIII.E of the Plan provides for a third-party release by the Releasing Parties (the “Third-Party Release”):

AS OF THE EFFECTIVE DATE, EACH RELEASING PARTY IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR, THE REORGANIZED DEBTORS, AND RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS, ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS, THE CHAPTER 11 CASES, THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE RESTRUCTURING SUPPORT AGREEMENT, THE DISCLOSURE STATEMENT, THE DIP FACILITY, THIS PLAN, THE EXIT FACILITY, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN CONNECTION WITH THE RESTRUCTURING SUPPORT AGREEMENT, THE DISCLOSURE STATEMENT, THE DIP FACILITY, THE EXIT FACILITY, OR THIS PLAN, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF


CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND IMPLEMENTATION OF THIS PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THIS PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THIS PLAN OR ANY OTHER RELATED AGREEMENT, OR UPON ANY OTHER RELATED ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE RELEASES SET FORTH ABOVE DO NOT RELEASE (I) POST EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THIS PLAN, THE CONFIRMATION ORDER, ANY RESTRUCTURING TRANSACTION, ANY DEFINITIVE DOCUMENT, OR ANY OTHER DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THIS PLAN, INCLUDING THE EXIT FACILITY DOCUMENTS OR ANY CLAIM OR OBLIGATION ARISING UNDER THIS PLAN, (II) THE RIGHTS OF ANY HOLDER OF ALLOWED CLAIMS TO RECEIVE DISTRIBUTIONS UNDER THIS PLAN; OR (III) ANY CLAIMS RELATED TO ANY ACT OR OMISSION THAT IS DETERMINED IN A FINAL ORDER TO HAVE CONSTITUTED WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR ACTUAL FRAUD. ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL, PURSUANT TO BANKRUPTCY RULE 9019, OF THE THIRD-PARTY RELEASE, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED IN THIS PLAN, AND, FURTHER, SHALL CONSTITUTE THE BANKRUPTCY COURT’S FINDING THAT THE THIRD-PARTY RELEASE IS: (A) CONSENSUAL; (B) ESSENTIAL TO THE CONFIRMATION; (C) GIVEN IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES, INCLUDING, WITHOUT LIMITATION, THE RELEASED PARTIES’ CONTRIBUTIONS TO FACILITATING THE RESTRUCTURING AND IMPLEMENTING THIS PLAN; (D) A GOOD FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE THIRD-PARTY RELEASE; (E) IN THE BEST INTERESTS OF THE DEBTORS AND THEIR ESTATES; (F) FAIR, EQUITABLE, AND REASONABLE; (G) GIVEN AND MADE AFTER DUE NOTICE AND OPPORTUNITY FOR HEARING; AND (H) A BAR TO ANY OF THE RELEASING PARTIES ASSERTING ANY CLAIM OR CAUSE OF ACTION RELEASED PURSUANT TO THE THIRD-PARTY RELEASE. Definitions Related to the Third-Party Release:

UNDER THE PLAN ,“RELEASED PARTIES” MEANS EACH OF THE FOLLOWING, SOLELY IN ITS CAPACITY AS SUCH: (A) THE DEBTORS; (B) THE CONSENTING STAKEHOLDERS; (C) THE NOTES TRUSTEE; (D) THE RBL ADMINISTRATIVE AGENT; (E) THE RBL LENDERS; (F) THE DIP LENDERS; (G) THE DIP AGENT; (H) THE REORGANIZED DEBTORS; (I) THE EXIT FACILITY AGENTS; (J) EXIT FACILITY SECURED PARTIES; (K) THE COMMITTEE AND THE MEMBERS THEREOF, IF ANY (SOLELY IN THEIR CAPACITY AS SUCH); AND (L) WITH RESPECT TO EACH OF THE FOREGOING ENTITIES IN CLAUSES (A) THROUGH (K), SUCH ENTITY AND ITS CURRENT AND FORMER AFFILIATES AND SUBSIDIARIES, AND SUCH ENTITIES’ AND THEIR CURRENT AND FORMER AFFILIATES’ AND SUBSIDIARIES’ CURRENT AND FORMER DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS (REGARDLESS OF WHETHER SUCH INTERESTS ARE HELD DIRECTLY OR INDIRECTLY), PREDECESSORS, SUCCESSORS, AND ASSIGNS, SUBSIDIARIES, AND EACH OF THEIR RESPECTIVE CURRENT AND FORMER EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, PRINCIPALS, MEMBERS, EMPLOYEES, AGENTS, ADVISORY BOARD MEMBERS, FINANCIAL ADVISORS, PARTNERS, ATTORNEYS, ACCOUNTANTS, INVESTMENT BANKERS, CONSULTANTS, REPRESENTATIVES, AND OTHER PROFESSIONALS; PROVIDED, FURTHER, THAT ANY HOLDER OF A CLAIM OR INTEREST THAT OPTS OUT OF THE RELEASES CONTAINED IN OR OTHERWISE OBJECTS TO THIS PLAN SHALL NOT BE A “RELEASED PARTY.”

UNDER THE PLAN, “RELEASING PARTIES” MEANS EACH OF THE FOLLOWING, SOLELY IN ITS CAPACITY AS SUCH: (A) THE DEBTORS; (B) THE CONSENTING STAKEHOLDERS; (C) THE NOTES TRUSTEE; (D) THE RBL ADMINISTRATIVE AGENT; (E) THE RBL LENDERS; (F) THE DIP LENDERS;


(G) THE DIP AGENT; (H) THE REORGANIZED DEBTORS; (I) THE EXIT FACILITY AGENTS; (J) THE EXIT FACILITY SECURED PARTIES; (K) THE COMMITTEE AND THE MEMBERS THEREOF, IF ANY (SOLELY IN THEIR CAPACITY AS SUCH); (L) ALL HOLDERS OF CLAIMS AND INTERESTS NOT DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (K), PROVIDED THAT ANY SUCH HOLDER OF SUCH CLAIM OR INTEREST THAT OPTS OUT OF BY OBJECTING TO THE RELEASES CONTAINED IN THE PLAN SHALL NOT BE A “RELEASING PARTY”; AND (M) WITH RESPECT TO EACH OF THE FOREGOING ENTITIES IN CLAUSES (A) THROUGH (L), SUCH ENTITY AND ITS CURRENT AND FORMER AFFILIATES AND SUBSIDIARIES, AND SUCH ENTITIES’ AND THEIR CURRENT AND FORMER AFFILIATES’ AND SUBSIDIARIES’ CURRENT AND FORMER DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS (REGARDLESS OF WHETHER SUCH INTERESTS ARE HELD DIRECTLY OR INDIRECTLY), PREDECESSORS, SUCCESSORS, AND ASSIGNS, SUBSIDIARIES, AND EACH OF THEIR RESPECTIVE CURRENT AND FORMER EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, PRINCIPALS, MEMBERS, EMPLOYEES, AGENTS, ADVISORY BOARD MEMBERS, FINANCIAL ADVISORS, PARTNERS, ATTORNEYS, ACCOUNTANTS, INVESTMENT BANKERS, CONSULTANTS, REPRESENTATIVES, AND OTHER PROFESSIONALS, EACH IN THEIR CAPACITY AS SUCH COLLECTIVELY.

NOTWITHSTANDING THE FOREGOING, AN ENTITY SHALL BE NEITHER A RELEASING PARTY NOR A RELEASED PARTY IF IT: (X) VALIDLY OPTS OUT OF THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN; OR (Y) TIMELY FILES WITH THE BANKRUPTCY COURT ON THE DOCKET OF THE CHAPTER 11 CASES AN OBJECTION TO THE RELEASES CONTAINED IN ARTICLE VIII OF THE PLAN THAT IS NOT RESOLVED BEFORE CONFIRMATION.

AS A “RELEASING PARTY” UNDER THE PLAN, YOU ARE DEEMED TO PROVIDE THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN, AS SET FORTH ABOVE. YOU MAY ELECT NOT TO GRANT THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN ONLY IF YOU (A) CHECK THE BOX BELOW OR (B) TIMELY FILE WITH THE BANKRUPTCY COURT ON THE DOCKET OF THE CHAPTER 11 CASES AN OBJECTION TO THE RELEASES CONTAINED IN ARTICLE VIII OF THE PLAN THAT IS NOT RESOLVED BEFORE CONFIRMATION. THE ELECTION TO WITHHOLD CONSENT TO GRANT SUCH RELEASE IS AT YOUR OPTION. BY OPTING OUT OF THE RELEASES SET FORTH IN ARTICLE VIII.E OF THE PLAN, YOU WILL FOREGO THE BENEFIT OF OBTAINING THE RELEASES SET FORTH IN ARTICLE VIII OF THE PLAN IF YOU ARE A RELEASED PARTY IN CONNECTION THEREWITH.

Article VIII.F of the Plan provides for an exculpation of certain parties (the “Exculpation”):

Except as otherwise specifically provided in this Plan or the Confirmation Order, no Exculpated Party shall have or incur liability for, and each Exculpated Party shall be released and exculpated from any Claims and Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, filing, or termination of the Restructuring Support Agreement and related prepetition transactions (including the RBL Credit Agreement, the Notes Indenture or the Notes), the Disclosure Statement, this Plan, the DIP Facility, the Exit Facility Documents, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release or other agreement or document created or entered into in connection with the Disclosure Statement, the DIP Facility, the Exit Facility, or this Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of this Plan, including the issuance of Securities pursuant to this Plan, or the distribution of property under this Plan or any other related agreement, except for claims related to any act or omission that is determined in a final order to have constituted actual fraud or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to this Plan.

The Exculpated Parties have, and upon Confirmation shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes and distribution of consideration pursuant to this Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of this Plan or such distributions made pursuant to this Plan.


Under the Plan, “Exculpated Parties” means collectively, and in each case in its capacity as such: (a) the Debtors; (b) Reorganized Bruin; (c) any official committees appointed in the Chapter 11 Cases and each of their respective members; (d) the Consenting Stakeholders; (e) [RESERVED]; (f) the Agents; and (g) with respect to each of the foregoing Entities in clauses (a) through (f), such Entity and its current and former Affiliates, and such Entity’s and its current and former Affiliates’ current and former equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such.

Article VIII.G of the Plan establishes an injunction (the “Injunction”):

Except as otherwise expressly provided in this Plan or the Confirmation Order or for obligations or distributions issued or required to be paid pursuant to this Plan or the Confirmation Order, all Entities who have held, hold, or may hold the Released Claims are permanently enjoined from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties: (1) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any Released Claims; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any Released Claims; (3) creating, perfecting, or enforcing any lien or encumbrance of any kind against such Entities or the Estates of such Entities on account of or in connection with or with respect to any Released Claims; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property or the Estates of such Entities on account of or in connection with or with respect to any Released Claims unless such Entity has filed a motion requesting the right to perform such setoff on or before the Effective Date, and notwithstanding an indication of a Claim or Interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (5) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any Released Claims released or settled pursuant to this Plan. Upon entry of the Confirmation Order, all holders of Claims and Interests and their respective current and former employees, agents, officers, directors, managers, principals, and direct and indirect Affiliates shall be enjoined from taking any actions to interfere with the implementation or Consummation of this Plan. Each holder of an Allowed Claim or Allowed Interest, as applicable, by accepting, or being eligible to accept, distributions under or Reinstatement of such Claim or Interest, as applicable, pursuant to this Plan, shall be deemed to have consented to the injunction provisions set forth in this Article VIII.G hereof.

* * * THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES AND TO PROVIDE YOU WITH THE ATTACHED OPT-OUT FORM WITH RESPECT TO THE THIRD-PARTY RELEASES INCLUDED IN THE PLAN. IF YOU HAVE QUESTIONS REGARDING YOUR RIGHTS UNDER THE PLAN OR ANYTHING STATED HEREIN OR THEREIN, YOU MAY CONTACT THE SOLICITATION AGENT OR DEBTORS’ COUNSEL AT THE ADDRESSES PROVIDED BELOW.


Houston, Texas July 20, 2020 /s/ Matthew D. Cavenaugh JACKSON WALKER L.L.P. KIRKLAND & ELLIS LLP Matthew D. Cavenaugh (TX Bar No. 24062656) KIRKLAND & ELLIS INTERNATIONAL LLP Veronica A. Polnick (TX Bar No. 24079148) Edward O. Sassower, P.C. (pro hac vice admission pending) Genevieve Graham (TX Bar No. 24085340) Steven N. Serajeddini, P.C. (pro hac vice admission pending) 1401 McKinney Street, Suite 1900 601 Lexington Avenue Houston, Texas 77010 New York, New York 10022 Telephone: (713) 752-4200 Telephone: (212) 446-4800 Facsimile: (713) 752-4221 Facsimile: (212) 446-4900 Email: [email protected] Email: [email protected] Email: [email protected] Email: [email protected] Email: [email protected] -and- Proposed Co-Counsel to the Debtors and Debtors in Possession W. Benjamin Winger (pro hac vice admission pending) 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000

Facsimile: (312) 862-2200 Email: [email protected]

-and- AnnElyse Scarlett Gains (pro hac vice admission pending) 1301 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Telephone: (202) 389-5000 Facsimile: (202) 389-5200 Email: [email protected] Proposed Co-Counsel for the Debtors and Debtors in Possession


OPTIONAL: RELEASE OPT-OUT FORM

You are receiving this opt out form (the “Opt-Out Form”) because you may be a Holder of a Claim or Interest that is not entitled to vote on the Joint Prepackaged Chapter 11 Plan of Reorganization of Bruin E&P Partners, LLC and Its Debtor Subsidiaries (as amended, supplemented, or otherwise modified from time to time, the “Plan”). Holders of Claims or Interests are deemed to grant the Third-Party Release set forth in the Notice unless a Holder affirmatively opts out of the Third-Party Release or timely objects to the Third-Party Release on or before August 20, 2020, at 4:00 p.m., prevailing Central Time, and such objection is not resolved before confirmation.

If you believe you are a Holder of a Claim or Interest with respect to Bruin E&P Partners, LLC, or its Debtor subsidiaries and choose to opt out of the Third-Party Release set forth in Article VIII.E of the Plan, you may submit your election to opt out through one of the following methods: (A) completing, signing, and returning the Opt-Out Form via first class mail or in the enclosed reply envelope provided, overnight courier, or hand delivery to Bruin Ballot Processing, c/o Omni Agent Solutions, 5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367, so that the Solicitation Agent actually receives such form prior to the Opt-Out Deadline or (B) completing, signing, and submitting the Opt-Out Form online at www.omniagentsolutions.com/bruinoptout, so that the Solicitation Agent actually receives such form prior to the Opt-Out Deadline.


11

Opt-Out Form

You must clearly sign and return this Opt-Out Form in the enclosed pre-addressed, pre-paid envelope or via first class mail, overnight courier, or hand delivery to Bruin Ballot Processing, c/o Omni Agent Solutions, 5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367, to ensure that your hard copy Opt-Out Form is counted. If you would like to coordinate hand delivery of your opt-out form, please send an email to [email protected] and provide the anticipated date and time of your delivery.

OMNI AGENT SOLUTIONS (THE “SOLICITATION AGENT”) MUST RECEIVE THIS OPT-OUT FORM ON OR BEFORE AUGUST 20, 2020, AT 4:00 P.M., PREVAILING CENTRAL TIME (THE “OPT-OUT DEADLINE”). IF THE OPT-OUT FORM IS RECEIVED AFTER THE OPT-OUT DEADLINE, IT WILL NOT BE COUNTED.

Item 1. Amount of Claim.

The undersigned hereby certifies that, as of July 9, 2020 (the “Voting Record Date”), the undersigned was the Holder of either (a) Class 1 Other Secured Claims, (b) Class 2 Other Priority Claims, (c) Class 5A General Unsecured Claims against Debtors other than the Bruin Williston Debtor, (d) Class 8 Bruin Interests, or (e) Class 9 510(b) Claims in the following aggregate amount (insert amount in box below):

Class 1 Claims Amount $ __________


Class 5A Claims Amount $ __________



Item 2. Important information regarding the Third-Party Release.

AS A HOLDER OF A CLAIM, YOU ARE A “RELEASING PARTY” UNDER THE PLAN AND ARE DEEMED TO PROVIDE THE THIRD-PARTY RELEASE CONTAINED IN ARTICLE VIII.G OF THE PLAN, AS SET FORTH BELOW. YOU MAY CHECK THE BOX BELOW TO ELECT NOT TO GRANT THE RELEASE CONTAINED IN ARTICLE VIII.E OF THE PLAN. YOU WILL NOT BE CONSIDERED A “RELEASING PARTY” UNDER THE PLAN ONLY IF (I) THE BANKRUPTCY COURT DETERMINES THAT YOU HAVE THE RIGHT TO OPT OUT OF THE RELEASES AND (II) YOU EITHER (A) CHECK THE BOX BELOW AND SUBMIT THE OPT-OUT FORM ON OR BEFORE THE OPT-OUT DEADLINE OR (B) TIMELY OBJECT TO THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN AND SUCH OBJECTION IS NOT RESOLVED BEFORE CONFIRMATION. THE ELECTION TO WITHHOLD CONSENT TO GRANT THE THIRD-PARTY RELEASE IS AT YOUR OPTION.

¨ OPT OUT of the Third Party Release (note that opting out of the release will result in you not being included in the definition of “Released Party” or “Releasing Party” under the Plan.)

Article VIII of the Plan provides for the following Third-Party Release:

AS OF THE EFFECTIVE DATE, EACH RELEASING PARTY IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR, THE REORGANIZED DEBTORS, AND RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS, ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY),


BASED ON OR RELATING TO OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS, THE CHAPTER 11 CASES, THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE RESTRUCTURING SUPPORT AGREEMENT, THE DISCLOSURE STATEMENT, THE DIP FACILITY, THIS PLAN, THE EXIT FACILITY, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN CONNECTION WITH THE RESTRUCTURING SUPPORT AGREEMENT, THE DISCLOSURE STATEMENT, THE DIP FACILITY, THE EXIT FACILITY, OR THIS PLAN, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND IMPLEMENTATION OF THIS PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THIS PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THIS PLAN OR ANY OTHER RELATED AGREEMENT, OR UPON ANY OTHER RELATED ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE RELEASES SET FORTH ABOVE DO NOT RELEASE (I) POST EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THIS PLAN, THE CONFIRMATION ORDER, ANY RESTRUCTURING TRANSACTION, ANY DEFINITIVE DOCUMENT, OR ANY OTHER DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THIS PLAN, INCLUDING THE EXIT FACILITY DOCUMENTS OR ANY CLAIM OR OBLIGATION ARISING UNDER THIS PLAN, (II) THE RIGHTS OF ANY HOLDER OF ALLOWED CLAIMS TO RECEIVE DISTRIBUTIONS UNDER THIS PLAN; OR (III) ANY CLAIMS RELATED TO ANY ACT OR OMISSION THAT IS DETERMINED IN A FINAL ORDER TO HAVE CONSTITUTED WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR ACTUAL FRAUD. ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL, PURSUANT TO BANKRUPTCY RULE 9019, OF THE THIRD-PARTY RELEASE, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED IN THIS PLAN, AND, FURTHER, SHALL CONSTITUTE THE BANKRUPTCY COURT’S FINDING THAT THE THIRD-PARTY RELEASE IS: (A) CONSENSUAL; (B) ESSENTIAL TO THE CONFIRMATION; (C) GIVEN IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES, INCLUDING, WITHOUT LIMITATION, THE RELEASED PARTIES’ CONTRIBUTIONS TO FACILITATING THE RESTRUCTURING AND IMPLEMENTING THIS PLAN; (D) A GOOD FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE THIRD-PARTY RELEASE; (E) IN THE BEST INTERESTS OF THE DEBTORS AND THEIR ESTATES; (F) FAIR, EQUITABLE, AND REASONABLE; (G) GIVEN AND MADE AFTER DUE NOTICE AND OPPORTUNITY FOR HEARING; AND (H) A BAR TO ANY OF THE RELEASING PARTIES ASSERTING ANY CLAIM OR CAUSE OF ACTION RELEASED PURSUANT TO THE THIRD-PARTY RELEASE. Definitions Related to the Debtor Release and the Third-Party Release:

UNDER THE PLAN ,“RELEASED PARTIES” MEANS EACH OF THE FOLLOWING, SOLELY IN ITS CAPACITY AS SUCH: (A) THE DEBTORS; (B) THE CONSENTING STAKEHOLDERS; (C) THE NOTES TRUSTEE; (D) THE RBL ADMINISTRATIVE AGENT; (E) THE RBL LENDERS; (F) THE DIP LENDERS; (G) THE DIP AGENT; (H) THE REORGANIZED DEBTORS; (I) THE EXIT FACILITY AGENTS; (J) EXIT FACILITY SECURED PARTIES; (K) THE COMMITTEE AND THE MEMBERS THEREOF, IF ANY (SOLELY IN THEIR CAPACITY AS SUCH); AND (L) WITH RESPECT TO EACH OF THE FOREGOING ENTITIES IN CLAUSES (A) THROUGH (K), SUCH ENTITY AND ITS CURRENT AND FORMER AFFILIATES AND SUBSIDIARIES, AND SUCH ENTITIES’ AND THEIR CURRENT AND FORMER AFFILIATES’ AND SUBSIDIARIES’ CURRENT AND FORMER DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS (REGARDLESS OF WHETHER SUCH INTERESTS ARE HELD DIRECTLY OR INDIRECTLY), PREDECESSORS, SUCCESSORS, AND ASSIGNS, SUBSIDIARIES, AND EACH OF THEIR RESPECTIVE CURRENT AND FORMER EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, PRINCIPALS,


MEMBERS, EMPLOYEES, AGENTS, ADVISORY BOARD MEMBERS, FINANCIAL ADVISORS, PARTNERS, ATTORNEYS, ACCOUNTANTS, INVESTMENT BANKERS, CONSULTANTS, REPRESENTATIVES, AND OTHER PROFESSIONALS; PROVIDED, FURTHER, THAT ANY HOLDER OF A CLAIM OR INTEREST THAT OPTS OUT OF THE RELEASES CONTAINED IN OR OTHERWISE OBJECTS TO THIS PLAN SHALL NOT BE A “RELEASED PARTY.”

UNDER THE PLAN, “RELEASING PARTIES” MEANS EACH OF THE FOLLOWING, SOLELY IN ITS CAPACITY AS SUCH: (A) THE DEBTORS; (B) THE CONSENTING STAKEHOLDERS; (C) THE NOTES TRUSTEE; (D) THE RBL ADMINISTRATIVE AGENT; (E) THE RBL LENDERS; (F) THE DIP LENDERS; (G) THE DIP AGENT; (H) THE REORGANIZED DEBTORS; (I) THE EXIT FACILITY AGENTS; (J) THE EXIT FACILITY SECURED PARTIES; (K) THE COMMITTEE AND THE MEMBERS THEREOF, IF ANY (SOLELY IN THEIR CAPACITY AS SUCH); (L) ALL HOLDERS OF CLAIMS AND INTERESTS NOT DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (K), PROVIDED THAT ANY SUCH HOLDER OF SUCH CLAIM OR INTEREST THAT OPTS OUT OF BY OBJECTING TO THE RELEASES CONTAINED IN THE PLAN SHALL NOT BE A “RELEASING PARTY”; AND (M) WITH RESPECT TO EACH OF THE FOREGOING ENTITIES IN CLAUSES (A) THROUGH (L), SUCH ENTITY AND ITS CURRENT AND FORMER AFFILIATES AND SUBSIDIARIES, AND SUCH ENTITIES’ AND THEIR CURRENT AND FORMER AFFILIATES’ AND SUBSIDIARIES’ CURRENT AND FORMER DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS (REGARDLESS OF WHETHER SUCH INTERESTS ARE HELD DIRECTLY OR INDIRECTLY), PREDECESSORS, SUCCESSORS, AND ASSIGNS, SUBSIDIARIES, AND EACH OF THEIR RESPECTIVE CURRENT AND FORMER EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, PRINCIPALS, MEMBERS, EMPLOYEES, AGENTS, ADVISORY BOARD MEMBERS, FINANCIAL ADVISORS, PARTNERS, ATTORNEYS, ACCOUNTANTS, INVESTMENT BANKERS, CONSULTANTS, REPRESENTATIVES, AND OTHER PROFESSIONALS, EACH IN THEIR CAPACITY AS SUCH COLLECTIVELY.

NOTWITHSTANDING THE FOREGOING, AN ENTITY SHALL BE NEITHER A RELEASING PARTY NOR A RELEASED PARTY IF IT: (X) VALIDLY OPTS OUT OF THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN; OR (Y) TIMELY FILES WITH THE BANKRUPTCY COURT ON THE DOCKET OF THE CHAPTER 11 CASES AN OBJECTION TO THE RELEASES CONTAINED IN ARTICLE VIII OF THE PLAN THAT IS NOT RESOLVED BEFORE CONFIRMATION.

AS A “RELEASING PARTY” UNDER THE PLAN, YOU ARE DEEMED TO PROVIDE THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN, AS SET FORTH ABOVE. YOU MAY ELECT NOT TO GRANT THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN ONLY IF YOU (A) CHECK THE BOX BELOW OR (B) TIMELY FILE WITH THE BANKRUPTCY COURT ON THE DOCKET OF THE CHAPTER 11 CASES AN OBJECTION TO THE RELEASES CONTAINED IN ARTICLE VIII OF THE PLAN THAT IS NOT RESOLVED BEFORE CONFIRMATION. THE ELECTION TO WITHHOLD CONSENT TO GRANT SUCH RELEASE IS AT YOUR OPTION. BY OPTING OUT OF THE RELEASES SET FORTH IN ARTICLE VIII.E OF THE PLAN, YOU WILL FOREGO THE BENEFIT OF OBTAINING THE RELEASES SET FORTH IN ARTICLE VIII OF THE PLAN IF YOU ARE A RELEASED PARTY IN CONNECTION THEREWITH. Item 3. Certifications.

By signing this paper Opt-Out Form, the undersigned certifies each of the following:

(a) that, as of the Voting Record Date, either (i) the Entity is the Holder of the Claims set forth in Item 1 or (ii) the Entity is an authorized signatory for an Entity that is a Holder of the Claims set forth in Item 1;

(b) that the Holder has received a copy of the Notice of Non-Voting Status to Holders or Potential Holders of Claims and Opt Out-Form and that this Opt-Out Form is submitted pursuant to the terms and conditions set forth therein;

(c) that the Entity has submitted the same respective election concerning the releases with respect to all Claims in a single Class set forth in Item 1; and


(d) that no other Opt-Out Form with respect to the amount(s) of Claims identified in Item 1 have been submitted or, if any other Opt-Out Forms have been submitted with respect to such Claims, then any such earlier Opt-Out Forms are hereby revoked.

Name of Holder:

(Print or Type)

Signature:

Name of Signatory: (If other than Holder)

Title:

Address:

Telephone Number:

Email:

Date Completed:

IF ELECTING TO OPT OUT OF THE THIRD-PARTY RELEASE, PLEASE

COMPLETE, SIGN AND DATE THIS OPT-OUT FORM AND RETURN it AS FOLLOWS:

If by first class mail in the envelop provided, overnight courier or hand delivery:

Bruin Ballot Processing c/o Omni Agent Solutions

5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367

If online:

www.omniagentsolutions.com/bruinoptout

And follow the instructions online.

Telephone: (866) 680-8161 (toll free)

+1 (818) 574-3196 (international) Email: [email protected]

IF THE SOLICITATION AGENT DOES NOT ACTUALLY RECEIVE THIS OPT-OUT FORM PRIOR TO THE VOTING DEADLINE, WHICH IS 4:00 P.M. CENTRAL TIME ON AUGUST 20, 2020, YOUR

ELECTION TRANSMITTED HEREBY WILL NOT BE EFFECTIVE.


EXHIBIT C


Official Form 309F (For Corporations or Partnerships) Notice of Chapter 11 Bankruptcy Case

Information to identify the case:

Debtor: Bruin E&P Partners, LLC, et al. EIN: 47-5156686

Name

United States Bankruptcy Court for the Southern District of Texas

Case Number: 20-33605 (MI) Date case filed for Chapter 11: July 17, 2020

Official Form 309F (For Corporations or Partnerships)

Notice of Chapter 11 Bankruptcy Case 12/17

For the debtor listed above, a case has been filed under chapter 11 of the Bankruptcy Code. An order for relief has been entered.

This notice has important information about the case for creditors, debtors, and trustees, including information about the meeting of creditors and deadlines. Read both pages carefully.

The filing of the case imposed an automatic stay against most collection activities. This means that creditors generally may not take action to collect debts from the debtor or the debtor’s property. For example, while the stay is in effect, creditors cannot sue, assert a deficiency, repossess property, or otherwise try to collect from the debtor. Creditors cannot demand repayment from the debtor by mail, phone, or otherwise. Creditors who violate the stay can be required to pay actual and punitive damages and attorney’s fees.

Confirmation of a chapter 11 plan may result in a discharge of debt. A creditor who wants to have a particular debt excepted from discharge may be required to file a complaint in the bankruptcy clerk’s office within the deadline specified in this notice. (See line 11 below for more information.)

To protect your rights, consult an attorney. All documents filed in the case may be inspected at the bankruptcy clerk’s office at the address listed below or through PACER (Public Access to Court Electronic Records at www.pacer.gov).

The staff of the bankruptcy clerk’s office cannot give legal advice.

Do not file this notice with any proof of claim or other filing in the case.

1. Debtors’ full name: See chart below.

List of Jointly Administered Cases

NO. DEBTOR ADDRESS CASE NO. EIN #1

Bruin E&P Partners, LLC 602 Sawyer Street, Suite 710 Houston, Texas 77007

20-33605 47-5156686

2 Bruin E&P Non-Op Holdings, LLC

602 Sawyer Street, Suite 710 Houston, Texas 77007

20-33606 47-5156686

3 Bruin E&P Operating, LLC


20-33607 61-1771242

4 Bruin Midstream, LLC


20-33609 84-4567864

5 Bruin Williston Holdings, LLC


20-33608 47-5156686

6 Bruin Williston I, LLC


20-33610 N/A

7 Bruin Williston II, LLC


20-33611 N/A



2. All other names used in the last 8 years: See Rider 1. 3. Address: See chart above. 4. Debtors’ attorneys: Matthew D. Cavenaugh (TX Bar No. 24062656) Veronica A. Polnick (TX Bar No. 24079148) JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: [email protected]

[email protected] -and- Edward O. Sassower, P.C. (pro hac vice admission pending) Steven N. Serajeddini, P.C. (pro hac vice admission pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: [email protected] [email protected] -and- W. Benjamin Winger (pro hac vice admission pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] -and- AnnElyse Scarlett Gains (pro hac vice admission pending) 1301 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Telephone: (202) 389-5000 Facsimile: (202) 389-5200 Email: [email protected]

Debtors’ notice and claims agent (for court documents and case information inquiries): If by First-Class Mail: Bruin E&P Partners, LLC, et al. Claims Processing Center c/o Omni Agent Solutions 5955 De Soto Ave, Suite 100 Woodland Hills, CA 91367 If by Hand Delivery or Overnight Mail: Bruin E&P Partners, LLC, et al. Claims Processing Center c/o Omni Agent Solutions 5955 De Soto Ave, Suite 100 Woodland Hills, CA 91367 Telephone: (866) 680-8161 Email: [email protected] Case website: www.omniagentsolutions.com/bruin This form, as well as copies of all other documents in this case, are available free of charge on the website of the Debtors’ notice and claims agent at: www.omniagentsolutions.com/bruin



5. Bankruptcy Clerk’s Office

United States Courthouse 515 Rusk Avenue

Houston, Texas 77002

Hours Open: Monday - Friday

8:00 AM - 5:00 PMContact phone: 713-250-

5500Documents in this case may be filed at this address. You may inspect all records filed in this case at this office or online at www.pacer.gov

All documents in this case are available free of charge on the website of the Debtors’ notice and claims agent at http://www.omniagentsolutions.com/bruin

6. Meeting of Creditors Location:

The debtor’s representative must attend the meeting to be questioned under oath. Creditors may attend, but are not required to do so.

Not yet set. The meeting may be continued or adjourned to a later date. If so, the date will be on the court docket.

Bob Casey United States Courthouse, Office of the United States Trustee, 515 Rusk, Suite 3401 Houston, Texas, 77002

7. Proof of claim deadline: Deadline for filing proof of claim: Not yet set. If a deadline is set, notice will be sent at a later time.

A proof of claim is a signed statement describing a creditor's claim. A proof of claim form may be obtained at www.uscourts.gov or any bankruptcy clerk's office. Your claim will be allowed in the amount scheduled unless: Your claim is designated as disputed, contingent or unliquidated; You file a proof of claim in a different amount; or You receive another notice If your claim is not scheduled or if your claim is designated as disputed, contingent, or unliquidated, you must file a proof of claim or you might not be paid on your claim and you might be unable to vote on a plan. You may file a proof of claim even if your claim is scheduled. You may review the schedules at the bankruptcy clerk's office or online at www.pacer.gov Secured creditors retain rights in their collateral regardless of whether they file a proof of claim. Filing a proof of claim submits a creditor to the jurisdiction of the bankruptcy court, with consequences a lawyer can explain. For example, a secured creditor who files a proof of claim may surrender important nonmonetary rights, including the right to a jury trial.

8. Exception to discharge deadline

You must start a judicial proceeding by filing a complaint if you want to have a debt excepted from discharge under 11 U.S.C. § 1141(d)(6)(A).

The bankruptcy clerk's office must receive a complaint and any required filing fee by the following deadline.

Deadline for filing the complaint: To be Determined



9. Creditors with a foreign address

If you are a creditor receiving notice mailed to a foreign address, you may file a motion asking the court to extend the deadlines in this notice. Consult an attorney familiar with United States bankruptcy law if you have any questions about your rights in this case.

10. Filing a Chapter 11 bankruptcy case

Chapter 11 allows debtors to reorganize or liquidate according to a plan. A plan is not effective unless the court confirms it. You may receive a copy of the plan and a disclosure statement telling you about the plan, and you may have the opportunity to vote on the plan. You will receive notice of the date of the confirmation hearing, and you may object to confirmation of the plan and attend the confirmation hearing. Unless a trustee is serving, the debtor will remain in possession of the property and may continue to operate its business.

11. Discharge of debts

Confirmation of a chapter 11 plan may result in a discharge of debts, which may include all or part of your debt. See 11 U.S.C. § 1141(d). A discharge means that creditors may never try to collect the debt from the debtor except as provided in the plan. If you want to have a particular debt owed to you excepted from the discharge under 11 U.S.C. § 1141(d)(6)(A), you must start a judicial proceeding by filing a complaint and paying the filing fee in the bankruptcy clerk's office by the deadline.



Rider 1

Other Names Used in the Last 8 Years

Current Entity Name Former Names Bruin E&P Partners, LLC Bruin Resources, LLCBruin E&P Operating, LLC Bruin Resources Operating, LLC Bruin Williston I, LLC Halcón Williston I, LLCBruin Williston II, LLC Halcón Williston II, LLC
