Case 15-12263-KG Doc 10 Filed 11/09/15 Page 1 of 13 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PARALLEL ENERGY LP, et al. 1 Debtors. § § § § § § Chapter 11 Case No. 15-_______ (__) (Joint Administration Requested) MOTION OF THE DEBTORS TO AUTHORIZE THE PAYMENT OF PRE-PETITION TAXES AND RELATED OBLIGATIONS; AND CONTINUE SUCH PAYMENTS POST-PETITION IN THE ORDINARY COURSE OF BUSINESS Parallel Energy LP and Parallel Energy GP LLC, as debtors and debtors-inpossession (collectively, the “Debtors” or “Parallel”), file this Motion to Authorize the Payment of Pre-Petition Taxes and Related Obligations; and Continue Such Payments Post-Petition in the Ordinary Course of Business (the “Motion”). In support of this Motion, the Debtors incorporate the Declaration of Richard N. Miller in Support of Voluntary Petition and First Day Motions 2 (the “Miller Declaration”) filed contemporaneously herewith. RELIEF REQUESTED 1. By this Motion, the Debtors respectfully request the entry of an order substantially in the form of Exhibit A, providing for (a) authority, but not direction, to pay pre-petition taxes, including, but not limited to, employment withholding, payroll and unemployment taxes (the “Employment Taxes”); franchise and/or income taxes (the “Franchise Taxes”); property taxes (the “Property Taxes”), severance and production taxes (the “Severance Taxes”); sales and use taxes (the “Sales and Use Taxes”), and all 1 The Debtors are Parallel Energy LP and Parallel Energy GP LLC. All capitalized terms not expressly defined herein shall have the same meaning as ascribed in the Miller Declaration. 2 518185 000003 16107867.16 1 Case 15-12263-KG Doc 10 Filed 11/09/15 Page 2 of 13 other applicable taxes (together with any applicable Sales and Use Taxes, Severance Taxes, Property Taxes, Employment Taxes, and Franchise Taxes, the “Taxes”) to the respective taxing authorities (collectively, the “Taxing Authorities”) on Exhibit B; 3 (b) authority to pay any pre-petition Taxes for which the applicable payment was remitted, but had not cleared the Debtors’ bank accounts as of the Petition Date; and (c) authorization for the Debtors’ banks to receive, honor, process and pay any and all checks drawn, or electronic fund transfers requested relating to the Taxes. JURISDICTION AND VENUE 2. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 1334 and 157 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b). 3. Venue of this case is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409. 4. Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final judgment or order with respect to this Motion if it is determined that the Court would lack Article III jurisdiction to enter such final order or judgment absent consent of the parties. 5. The statutory predicate for the relief requested in this Motion are 11 U.S.C. §§ 105(a), 363(b), 507(a)(8), and 541, rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rule 9013-1(m). 3 Such relief shall be without prejudice to the Debtors’ rights to contest the amount of any Taxes on any ground they deem appropriate. 518185 000003 16107867.16 2 Case 15-12263-KG Doc 10 Filed 11/09/15 Page 3 of 13 PROCEDURAL BACKGROUND 6. On November 9, 2015 (the “Petition Date”), the Debtors each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) thereby commencing their bankruptcy cases (collectively, the “Cases” or the “Bankruptcy Case”). 7. Since the Petition Date, the Debtors have continued to operate and manage their businesses as debtors-in-possession pursuant to Bankruptcy Code §§ 1107 and 1108. 8. The Office of the United States Trustee (the “U.S. Trustee”) has not appointed an official committee of unsecured creditors in these Cases. RELEVANT FACTUAL BACKGROUND 9. Parallel Energy LP (the “LP”) and Parallel Energy GP LLC (the “GP”) are oil and gas businesses engaged in acquiring, owning, developing and operating long-life oil and natural gas properties in Texas and Oklahoma. 10. The Debtors’ oil and gas interests in Texas are located in the West Panhandle Field, the Cargray Area and the SE Roberts Area. With approximately 400 operated active wells, the Texas region accounts for substantially all of the Debtors’ interests and production of natural gas, natural gas liquids and condensate. In Garfield and Jefferson Counties, Oklahoma, the Debtors own a small number of non-operated horizontal wells which account for approximately 1% of the Debtors’ estimated total production. 11. The Debtors were established under the laws of Delaware and their corporate offices are in Tulsa, Oklahoma. 12. The GP is a Delaware limited liability company and the general partner of 518185 000003 16107867.16 3 Case 15-12263-KG Doc 10 Filed 11/09/15 Page 4 of 13 the LP authorized to conduct, manage and direct all of the activities of the LP. Parallel Energy Commercial Trust (the “Commercial Trust”) owns the GP and serves as its sole member. The LP is a Delaware limited partnership owned 99.999% by the Commercial Trust and .001 by the GP. The Commercial Trust is an Alberta, Canada legal entity. 13. The Commercial Trust and two other Canadian entities related to the Debtors, Parallel Energy Trust and Parallel Energy Inc., have filed applications seeking relief under the Companies’ Creditors Arrangement Act of Canada. 14. As a result of continued low commodity prices, Parallel commenced a formal review of strategic alternatives in April 2015. Parallel considered, among other things: (a) a sale of Parallel or substantially all of its assets, (b) a sale of one or more of Parallel’s significant assets, (c) a merger or other business combination, and (d) alternative financing to reduce the amount of indebtedness under the Credit Facility or otherwise to increase Parallel’s available working capital. Despite a robust effort to identify a sale or refinancing transaction that could be completed outside of a Chapter 11 case (and corresponding CCAA proceedings in Canada), no such transaction was forthcoming. 15. Building on this effort, in August 2015, Parallel initiated a marketing effort designed to solicit bids that, potentially, might culminate in the identification of a stalking horse bid for the Debtors’ assets in contemplation of a sale and marketing process that would be completed in Chapter 11. 16. As a result, Parallel and its professionals, in consultation with the Pre- Petition Lenders, have collectively determined that the proposal submitted by Scout Energy Group II, LP (“Scout” or the “Stalking Horse”), and the corresponding marketing 518185 000003 16107867.16 4 Case 15-12263-KG Doc 10 Filed 11/09/15 Page 5 of 13 process to be completed as part of the Debtors’ Chapter 11 Cases, would maximize the financial return to the Debtors’ creditor constituencies with minimal closing risk. Scout has entered into a stalking horse purchase and sale agreement with LP. As part of its bankruptcy process, the Debtors intend, among other things, to seek an order from the Bankruptcy Court approving Scout as the stalking horse bidder and a corresponding marketing process that would culminate in an auction designed to maximize the sales price for the Debtors’ assets. 17. Additional information regarding the Debtors’ business and the events leading to the filing of these Bankruptcy Cases is contained in the Miller Declaration. BASIS FOR RELIEF A. Taxes Paid By Debtors 18. In the ordinary course of business, and as part of their operations, the Debtors incur or collect various Taxes, including, but not limited to, Employment Taxes, Franchise Taxes, and other taxes. As more fully explained herein and in the Wage Motion, the relief requested should be granted as (a) certain Taxes may constitute “trust fund” taxes and thus are not property of the Debtors’ estates; (b) the failure to pay certain Taxes could result in a lien being placed on the Debtors’ property; and/or (c) such Taxes constitute priority claims under the Bankruptcy Code. The failure to pay the Taxes could disrupt the Debtors’ operations and reorganization efforts and impair their successful reorganization. As such, the immediate payment of the Taxes is in the best interest of the Debtors, their estates and creditors. i. Employment Taxes 19. The Debtors (through their personnel management services company, 518185 000003 16107867.16 5 Case 15-12263-KG Doc 10 Filed 11/09/15 Page 6 of 13 Southwestern Payroll Service, Inc., pay various Employment Taxes assessed by different entities for such items, including, but not limited to, federal unemployment, Medicare, Social Security, and applicable state unemployment taxes. Upon information and belief, no payroll taxes are currently due. Accordingly and as requested in the Wage Motion, the Debtors seek authority, out of an abundance of caution, to continue to pay Employment Tax obligations, if and when they become due and payable during the pendency of these Cases. ii. Property Tax Obligations 20. The Debtors are also required to pay certain property taxes on both real and personal property. Generally, Property Taxes become due and are paid annually. As of the Petition Date, the Debtors estimate that $2,255,426.00 in Property Tax amounts will be due and owing to the Taxing Authorities. Certain Property Tax amounts may be due, disputed, or have not yet been assessed; as a result, certain Property Taxes may be billed during the pendency of this Case. Property Taxes are assessed and become payable in the ordinary course of business and are calculated based on a statutorily mandated percentage of property value (for both real and personal property). Although the Debtors request authority to pay the property taxes as identified in Exhibit B, interim relief is not required since payment of the Property Taxes is not due until January 2016. The Purchase and Sale Agreement contemplates that the Property Taxes will be satisfied in connection with the sale of the Debtors’ assets through an adjustment of the purchase price. 518185 000003 16107867.16 6 Case 15-12263-KG iii. Doc 10 Filed 11/09/15 Page 7 of 13 Severance Tax Obligations 21. Certain jurisdictions also impose severance taxes. Severance taxes are taxes that are imposed for “severing” natural resources such as oil and gas from a jurisdiction. Because the payment of Severance Taxes is directly related to the Debtors’ ability to continue the extraction and sale of oil and gas, payment of the Severance Taxes is critical to the Debtors’ continued operations. The Debtors request authority to pay such severance taxes, estimated to be $190,000, as identified in Exhibit B. iv. Franchise Tax Obligations 22. Additionally, the Debtors have Franchise Tax obligations that must be paid to certain taxing authorities in jurisdictions where the Debtors operate or are authorized to do business. The Franchise Taxes are assessed annually and must be paid to maintain the Debtors in good standing. As of the Petition Date, the Debtors estimate that approximately $80,000.00 of Franchise Taxes will be due and owing to the Taxing Authorities. Thus, the Debtors request authority to pay the Debtors’ Franchise Tax obligations as identified in Exhibit B. v. Sales and Use Taxes 23. Certain Taxing Authorities may require the Debtors to collect from their customers and/or for the Debtors to pay as a customer Sales and Use Taxes that are based on a percentage of sales prices. If applicable, and in most cases, the Sales and Use Taxes are paid in arrears once collected. Estimating the amount of Sales and Use Taxes owed as of the Petition Date is difficult, as such taxes are taken into account in the numerous invoices either generated by or paid by the Debtors. As such, the Debtors request authority to continue their ordinary business practices of invoicing and paying invoices 518185 000003 16107867.16 7 Case 15-12263-KG Doc 10 Filed 11/09/15 Page 8 of 13 that account for the applicable Sales and Use Taxes, whether such invoices are prepetition or post-petition invoices. vi. Other Taxes and Fees 24. The Debtors also seek authority to pay all other applicable taxes and regulatory fees not specifically described above, including, but not limited to, business licensing and annual reporting fees, fees related to compliance with environmental and conservation laws and regulations, permitting fees, and fees related to the participation in state regulatory agencies and boards. B. Authority for Relief Requested 25. To the extent the Debtors have collected any taxes from third parties, such amounts may be held in trust for the benefit of the appropriate Taxing Authorities and the amounts so collected are not property of these estates. See, e.g., Begier v. IRS, 496 U.S. 53, 59 (1990); In re Calabrese, 689 F.3d 312, 321 (3d Cir. 2012) (holding that “sales taxes collected by a retailer never become the property of the retailer” but are retained in trust for the state); DiChiaro v. NY State Tax Comm’n, 760 F.2d 432, 433–34 (2d Cir. 1985) (holding that a sales tax that is required by state law to be collected from sellers from their customers is a “trust fund” tax); In re Megafood Stores, Inc., 163 F.3d 1063, 1067–68 (9th Cir. 1998); In re Al Copeland Enters., Inc., 991 F.2d 233, 237 (5th 1993); In re Equalnet Comm. Corp., 258 B.R. 368, 370 (Bankr. S.D. Tex. 2001) (“[c]ertain prepetition tax claims, such as sales tax, could be trust fund claims.”); Malcuit v. Texas, 134 B.R. 185, 187 (N.D. Tex. 1991) (sales taxes were trust fund taxes covered by section 507(a)(7)(C)); see also Shank v. Washington State Dep’t of Revenue (In re Shank), 792 F.2d 829 (9th Cir. 1986) (Bankruptcy Code's “trust fund” tax provisions, not “excise” tax 518185 000003 16107867.16 8 Case 15-12263-KG Doc 10 Filed 11/09/15 Page 9 of 13 provisions, govern priority and dischargeability of creditor claims for sales tax required by state law to be collected from sellers from their customers.). 26. Under applicable state law, officers and directors may be held personally liable for the payment of certain trust fund taxes to Taxing Authorities. See, e.g., TEX. TAX CODE § 111.016. Thus, the Debtors’ officers and directors may be liable for Taxes that accrue and are unpaid. To permit the Debtors’ officers and directors to be subjected to such liability is not in the best interest of these estates. 27. The Taxes largely are entitled to priority status under Bankruptcy Code § 507(a)(8). See 11 U.S.C. § 507(a)(8). If the Taxes are entitled to priority status, Bankruptcy Code § 1129(a)(9)(C) requires payment through regular installment payments (a) of the total value as of the effective date of a plan of reorganization, equal to the amount of each such claim; (b) over a period not exceeding five years after the Petition Date; and (c) in a manner no less favorable than the most favorable non-priority claim provided for by a plan (other than a convenience class under § 1122(b)). See 11 U.S.C. § 1129(a)(9)(C). Accordingly, the payment of Taxes now simply will accelerate the timing of the payment of such taxes and will reduce the amount of Taxes that would be owed later, if such Taxes were instead paid under a plan of reorganization (due to the high interest rates and late fees attributable to delinquent tax payments). Therefore, other creditors and parties-in-interest will not be prejudiced, and, in fact, will benefit, if this Court grants the requested relief and the Taxes are paid now. 28. Payment of Taxes also may be authorized under Bankruptcy Code § 363(b)(1), which provides that “[t]he trustee, after notice and a hearing, may use, sell, or lease, other than in ordinary course of business, property of the estate.” 11 U.S.C. 518185 000003 16107867.16 9 Case 15-12263-KG Doc 10 Filed 11/09/15 Page 10 of 13 § 363(b)(1). Such payment can be made if a debtor has a valid business justification. See In re Velocity Express Corp., No. 09-13294 (MFW), 2009 WL 6690931 at *4 (Bankr. D. Del. Nov. 3, 2009); In re Ionosphere Clubs Inc., 98 B.R. 174, 175 (Bankr. S.D.N.Y. 1989). Here, the Debtors’ failure to pay the Taxes could have a material adverse impact on their ability to operate in the ordinary course. 29. Finally, payment of such Taxes may be authorized pursuant to Bankruptcy Code § 105(a). This section provides, in relevant part, “[t]he court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). Thus, Bankruptcy Code § 105(a) codifies the bankruptcy court’s inherent equitable powers. See In re Combustion Eng’g Inc., 391 F.3d 190, 235 (3d Cir. 2004); Management Tech Corp. v. Pardo, 56 B.R. 337, 339 (Bankr. D.N.J. 1985); In re Unoil, 948 F.2d 678, 682 (10th Cir. 1991). A bankruptcy court may use such equitable powers to authorize the payment of a pre-petition debt when such payment is necessary to facilitate the rehabilitation of a debtor. See In re Just for Feet, Inc., 242 B.R. 821, 824–25 (D. Del. 1999) (acknowledging that § 105(a) provides the statutory basis for the payment of those pre-petition claims as needed to facilitate a successful reorganization); see also In re Lehigh & New England Ry. Co., 657 F.2d 570, 581 (3d Cir. 1981). 30. Payment of the Taxes is necessary to avoid potential administrative difficulties. If the Taxes are not paid, the Taxing Authorities may take precipitous actions, including additional state audits, lien filings, and notices of levy upon bank accounts and assets or lifting stay motions. Only the prompt and regular payment of the 518185 000003 16107867.16 10 Case 15-12263-KG Doc 10 Filed 11/09/15 Page 11 of 13 Taxes will avoid such actions. The Debtors submit that present circumstances warrant such relief. 31. For the foregoing reasons, the Debtors seek entry of an order authorizing, but not directing, them to pay, perform or otherwise honor, any or all obligations with respect to the Taxes and to pay those Taxes for which checks were issued but failed to clear the Debtors’ bank accounts before the Petition Date. The Debtors also seek authority to issue new post-petition checks, or effect new electronic fund transfers, on account of such claims to replace pre-petition checks or electronic fund transfers that may be dishonored or rejected as a result of the commencement of these Cases. The Debtors submit that the Debtors have sufficient liquidity to pay such amounts as they become due in the ordinary course of business. RESERVATION OF RIGHTS 32. Nothing in this Motion is intended to, nor should, be construed to impair the Debtors’ right to contest the amount, basis, or validity of any Taxes that may be alleged to be due, and the Debtors expressly reserve all rights with respect thereto. 33. Nothing contained herein is intended or should be construed as (a) an admission as to the validity of any claim against the Debtors; (b) a waiver of the Debtors’ or any party-in-interest’s rights to dispute any claim; or (c) an approval or assumption of any agreement, contract, program, policy or lease under Bankruptcy Code section 365. Likewise, if this Court grants the relief sought herein, any payment made pursuant to the Court’s order is not intended and should not be construed as an admission to the validity of any claim or waiver of the Trustee’s and/or the Debtors’ right to subsequently dispute such claim. 518185 000003 16107867.16 11 Case 15-12263-KG Doc 10 Filed 11/09/15 Page 12 of 13 REQUEST FOR IMMEDIATE RELIEF 34. Bankruptcy Rule 6003 provides that to the extent relief is necessary to avoid immediate and irreparable harm, a bankruptcy court may approve a motion to pay a pre-petition claim. Fed. R. Bankr. P. 6003. For the reasons stated previously herein, the Debtors submit that the requested relief is absolutely necessary to prevent immediate and irreparable harm to these estates. 35. Further, to successfully implement the foregoing, the Debtors request a waiver of the notice requirement of Bankruptcy Rule 6004(a) and the 14-day stay under Bankruptcy Rule 6004(h). The exigent nature of the relief sought herein justifies immediate relief which is necessary for the Debtors to be able to continue to operate the Debtors’ businesses and preserve the value of these estates. NOTICE 36. The Debtors will provide notice of this Motion to the following parties, or their counsel, if known: (a) the Office of the United States Trustee; (b) the Debtors' twenty five (25) largest unsecured creditors on a consolidated basis; (c) the Debtors’ prepetition and post-petition lenders; and (d) any party that has requested notice pursuant to Bankruptcy Rule 2002. As the Motion is seeking "first day" relief, within two business days of the hearing on the Motion, the Debtors will serve copies of the Motion and any order entered respecting the Motion as required by Local Rule 9013-1(m). The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. 518185 000003 16107867.16 12 Case 15-12263-KG Doc 10 Filed 11/09/15 Page 13 of 13 CONCLUSION WHEREFORE, the Debtors respectfully request that this Court enter an order, substantially in the form attached as Exhibit A, authorizing, but not directing, the Debtors to pay the Taxes to the Taxing Authorities in the ordinary course of the Debtors’ business. The Debtors also request such other and further relief as this Court may deem proper, both at law and in equity. Dated: November 9, 2015 Wilmington, DE BAYARD, P.A. /s/ GianClaudio Finizio Neil B. Glassman (No. 2087) GianClaudio Finizio (No. 4253) Evan T. Miller (No. 5364) 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Tel: (302) 655-5000 Fax: (302) 658-6395 E-mail:[email protected] [email protected] [email protected] and THOMPSON & KNIGHT LLP Demetra L. Liggins (pro hac vice pending) Three Allen Center 333 Clay Street, Suite 3300 Houston, TX 77002 Tel: (713) 951-5884 Fax: (832) 397-8052 E-mail:[email protected] THOMPSON & KNIGHT LLP David M. Bennett (pro hac vice pending) One Arts Plaza 1722 Routh Street, Suite 1500 Dallas, TX 75201-2533 Tel: (214) 969-1700 Fax: (214) 969-1751 E-mail:[email protected] Proposed Counsel for the Debtors 518185 000003 16107867.16 13 Case 15-12263-KG Doc 10-1 Filed 11/09/15 Exhibit A Page 1 of 4 Case 15-12263-KG Doc 10-1 Filed 11/09/15 Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PARALLEL ENERGY LP, et al. 1 Debtors. § § § § § § Chapter 11 Case No. 15-_______ (__) (Joint Administration Requested) Related D.I.: ________ ORDER AUTHORIZING DEBTORS TO PAY PRE-PETITION TAXES AND CONTINUE SUCH PAYMENTS POST-PETITION IN THE ORDINARY COURSE OF BUSINESS Having considered the Debtors’ 2 Motion, the Miller Declaration, and the evidence and arguments presented at the hearing, the Court finds that: (a) jurisdiction over the matters in the Motion is proper pursuant to 28 U.S.C. §§ 1334 and 157; (b) venue in this Court is proper pursuant to 28 U.S.C. §§ 1408 and 1409; (c) proper and adequate notice of the Motion has been provided and no further notice is needed; (d) the relief sought in the Motion is in the best interest of the Debtors’ estates, their creditors, and all parties-ininterest; and (e) good and sufficient cause exists for granting the relief requested in the Motion. Accordingly, it is ORDERED that the Motion is hereby GRANTED. It is further ORDERED that the Debtors are authorized, but not required, or directed, to pay all pre-petition and post-petition Taxes (including, but not limited to, sales, use, employment, franchise/income, property, severance, and other taxes necessary to operate its business) incurred or collected in the ordinary course of business. It is further 1 2 The Debtors are Parallel Energy LP and Parallel Energy GP LLC. All capitalized terms not defined herein shall have the meaning ascribed to them in the Motion. 518185 000003 16105547.5 1 Case 15-12263-KG Doc 10-1 Filed 11/09/15 Page 3 of 4 ORDERED that the banks on which checks were drawn or electronic payment requests made in payment of the Taxes approved herein are authorized to (a) receive, process, honor, and pay all checks presented for payment and related to such Taxes; and (b) rely on the representation as to which checks are permitted to be paid pursuant to this Order. The Debtors are authorized to reissue any check or electronic payment request that was drawn in payment of any pre-petition amount that was not cleared by a depository as a consequence of the commencement of these Cases. It is further ORDERED that nothing herein shall impair the Debtors’ ability to contest the amount, basis, or validity of the Taxes allegedly owed to the Taxing Authorities. It is further ORDERED that, notwithstanding anything to the contrary in this Order or the Motion, any payment, obligations, or other relief authorized by this Order shall be subject to the terms, conditions, and limitations of the order of this Court approving any debtorin-possession financing and cash collateral use, including any budget in connection therewith. It is further ORDERED that Federal Rule of Bankruptcy Procedure 6003(b) has been satisfied because the relief requested in the Motion is necessary to avoid immediate and irreparable harm. It is further ORDERED that, notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order shall be effective immediately and enforceable upon its entry. It is further 518185 000003 16105547.5 2 Case 15-12263-KG Doc 10-1 Filed 11/09/15 Page 4 of 4 ORDERED that the Debtors, their officers, employees, and agents, are authorized to take or refrain from taking such acts as are necessary and appropriate to implement and effectuate the relief requested herein. It is further ORDERED that this Court shall retain jurisdiction over all matters arising from or related to the interpretation and implementation of this Order. Dated: , 2015 Wilmington, Delaware 518185 000003 16105547.5 United States Bankruptcy Judge 3 Case 15-12263-KG Doc 10-2 Filed 11/09/15 Exhibit B Page 1 of 2 Case 15-12263-KG Doc 10-2 Filed 11/09/15 Page 2 of 2 Exhibit B Taxing Authorities Summary Count 1 2 3 4 5 6 7 8 9 10 Vendor Name Carson CAD (1) DELAWARE SECRETARY OF STATE GRAY COUNTY TAX OFFICE HUTCHINSON COUNTY TAX COLLECTOR MOORE COUNTY TAX OFFICE POTTER RANDALL CAD, TX (2) ROBERTS COUNTY TAX A/C TEXAS COMPTROLLER OF PUBLIC ACCOUNTS (3) TEXAS COMPTROLLER OF PUBLIC ACCOUNTS (4) TULSA COUNTY TREASURER (5) Address 102 MAIN ST 401 FEDERAL ST #3 205 N RUSSELL ST #101 5TH & MAIN ST 500 S DUMAS AVE 5701 HOLLYWOOD RD 112 EAST WATER ST 111 EAST 17TH ST 111 EAST 17TH ST 500 SOUTH DENVER AVE #323 City PANHANDLE DOVER PAMPA STINNETT DUMAS AMARILLO MIAMI AUSTIN AUSTIN TULSA State TX DE TX TX TX TX TX TX TX OK Notes: (1) Carson CAD and the Carson County Tax Office are considered the same entity for estimated tax purposes (2) Potter Randall CAD, TX and Potter County Tax Assessor‐Collector are considered the same entity for estimated tax purposes (3) Texas Comptroller (Monthly Producer Natural Gas Tax) is an estimate for September (4) Texas Comptroller (Texas Franchise Tax) is estimated based on tax year 2014 amount. For tax year 2015, the Debtor is expecting to receive a refund. (5) Tulsa County Treasurer amount due of $2,906 is an estimate based on 2014 tax bill Zip 79068 19901 79065 79083 79029 79114 79059 78774 78774 74103 Description TEXAS PROPERTY TAX DELAWARE LLC TAX LP & GP TEXAS PROPERTY TAX TEXAS PROPERTY TAX; VEHICLE TAX TEXAS PROPERTY TAX TEXAS PROPERTY TAX TEXAS PROPERTY TAX MONTHLY PRODUCER NATUAL GAS TAX TEXAS FRANCHISE TAX OKLAHOMA PERSONAL PROPERTY TAX Est. Amount Owed as of 10/21/15 $ 1,549,845 $ 300 $ 63,980 $ 59,147 $ 477,030 $ 59,137 $ 43,381 $ 190,000 $ 80,000 $ 2,906
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