Commitments and contingencies

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Commitments and contingencies

Standby letters of credit (“Letters”) available under our credit facility may be used in lieu of surety bonds with various organizations for liabilities relating to the operation of oil and natural gas properties. We had Letters outstanding totaling nil as of June 30, 2020 and nil as of December 31, 2019. When amounts under the Letters are paid by the lenders, interest accrues on the amount paid at the same interest rate applicable to borrowings under the credit facility. No amounts were paid by the lenders under the Letters; therefore, we paid no interest on the Letters during the six months ended June 30, 2020 or 2019.

Surety bonds totaling $2,121 were posted on our behalf as of June 30, 2020. We pay premiums for such bonds and, under normal circumstances, are not required to post collateral of any kind to support their issuance. However, as a result of the current extraordinary macroeconomic situation and the Borrowing Base Deficiency discussed above, we have been required to post cash collateral in respect of the bonds totaling $950.

Litigation and Claims

Prior Chapter 11 Cases.  Commencement of the Prior Chapter 11 Cases automatically stayed many of the proceedings and actions against us noted below as well as other claims and actions that were or could have been brought prior to May 9, 2016 (the “Prior Petition Date”), and the claims remain subject to Bankruptcy Court jurisdiction. With respect to the proofs of claim asserted in the Prior Chapter 11 Cases arising from the proceedings or actions below that were initiated prior to the Prior Petition Date, we are unable to estimate the amount of such claims that will be allowed by the Bankruptcy Court due to, among other things, the complexity and number of legal and factual issues which are necessary to determine the amount of such claims and uncertainties related to the nature of defenses asserted in connection with the claims, the potential size of the putative classes, and the types of the properties and scope of agreements related to such claims. As a result, no reserves were established in respect of such proofs of claims or any of the proceedings or actions described below. To the extent that any of the legal proceedings were filed that relate to one or more claims accruing prior to the Prior Petition Date and that result in a claim being allowed against us, pursuant to the terms of the Prior Reorganization Plan, such claims would be satisfied through the issuance of new stock in the Company or, if the amount of such claim is below the convenience class threshold, through cash settlement, in each case subject to their further treatment prescribed by the Plan of Reorganization, assuming its ultimate approval.

Naylor Farms, Inc., individually and as class representative on behalf of all similarly situated persons v. Chaparral Energy, L.L.C. (the “Naylor Farms case”).  On June 7, 2011, an alleged class action was filed against us in the United States District Court for the Western District of Oklahoma (“Naylor Trial Court”) alleging that we improperly deducted post-production costs from royalties paid to plaintiffs and other non-governmental Royalty Interest owners from crude oil and natural gas wells we operate in Oklahoma. The plaintiffs have alleged a number of claims, including breach of contract, fraud, breach of fiduciary duty, unjust enrichment, and other claims and seek termination of leases, recovery of compensatory damages, interest, punitive damages and attorney fees on behalf of the alleged class. Plaintiffs indicated they seek damages in excess of $5,000, the majority of which consist of interest and may increase with the passage of time. We responded to the Naylor Farms petition, denied the allegations and raised arguments and defenses. Plaintiffs filed a motion for class certification in October 2015.  In addition, the plaintiffs filed a motion for summary judgment asking the Naylor Trial Court to determine as a matter of law that natural gas is not marketable until it is in the condition and location to enter an interstate pipeline. On May 20, 2016, we filed a Notice of Suggestion of Bankruptcy with the Naylor Trial Court. Subsequently the bankruptcy stay was lifted for the limited purpose of determining the class certification issue.

On January 17, 2017, the Naylor Trial Court certified a modified class of plaintiffs with oil and gas leases containing specific language. The modified class constitutes less than 60% of the leases the plaintiffs originally sought to certify. After additional briefing on the subject, on April 18, 2017, the Naylor Trial Court issued an order certifying the class to include only claims relating back to June 1, 2006. On May 3, 2019, our appeal of that class certification was denied by the Tenth Circuit Court of Appeals.

In addition to filing claims on behalf of the named and putative plaintiffs, on August 15, 2016, plaintiffs’ attorneys filed a proof of claim on behalf of the putative class claiming damages in excess of $150,000 in our Prior Chapter 11 Cases. The Company objected to treatment of the claim on a class basis, asserting the claim should be addressed on an individual basis. On April 20, 2017, plaintiffs filed an amended proof of claim reducing the claim to an amount in excess of $90,000 inclusive of actual and punitive damages, statutory interest and attorney fees. On May 24, 2017, the Bankruptcy Court denied the Company’s objection, ruling the plaintiffs

may file a claim on behalf of the class. This order did not establish liability or otherwise address the merits of the plaintiffs’ claims. The Bankruptcy Court order was affirmed by the United States District Court for the District of Delaware on September 24, 2019. On October 24, 2019, the Company filed its notice of appeal to the United States Court of Appeals for the Third Circuit.

During the period leading up to the commencement of the Chapter 11 Case, the Company engaged in settlement negotiations with counsel to the plaintiffs in the Naylor Farms case. On July 6, 2020, after multiple rounds of negotiations, the Company and the class representatives reached an agreement in principle on the terms of a settlement and, on August 15, 2020, the Company and the class representatives entered into a settlement agreement (the “Settlement Agreement”) to settle all claims related to the Naylor Farms case, including, for the avoidance of doubt, all alleged claims arising prior to the petition date in the Prior Chapter 11 Cases and all alleged claims arising thereafter.

Pursuant to the Settlement Agreement, the Company has agreed to:

•pay $2,500 to the settlement class;

•pay $850 to counsel to the settlement class for attorney fees, in exchange for a release of all liens or claims asserted by all counsel related to the Naylor Farms case;

•pay $150 to the class representative for services rendered as class representative; and

•allow the class proof of claim filed in the Prior Chapter 11 Case in an aggregate amount of $45,000 (provided that all other individual proofs of claims filed for similar claims are withdrawn).

The effectiveness of the settlement is subject to numerous conditions precedent, including approval by the Bankruptcy Court. Upon the Bankruptcy Court’s final approval of the Settlement Agreement, the members of the class who do not opt out of the settlement will provide the Company with a release of all past and present claims with respect to the allegations in the Naylor Farms case, and the Naylor Farms case and the Third Circuit appeal will be dismissed with prejudice.

Upon the final approval of the Settlement Agreement and the effectiveness of the settlement, the plaintiffs, in full satisfaction, settlement, discharge, and release of their claims asserted in the Prior Chapter 11 Cases, shall be deemed to hold 1,432,300 shares of Class A common stock in Chaparral Energy, Inc. as of the Petition Date on account of the $45,000 allowed class proof of claim and shall be entitled to receive any distribution under the Plan provided to holders of equity interests who do not hold through the Depository Trust Corporation (the “DTC”) or whose interests arise in connection with claims pending in the Prior Chapter 11 Cases, subject to a cap.

W.H. Davis Family Limited Partnership Claims in the Company’s Prior Chapter 11 Cases (the “W. H. Davis case”). The W. H. Davis Family Limited Partnership and affiliates (collectively, “Davis”) filed Proofs of Claim in the Company’s Prior Chapter 11 Cases. Davis claimed that Chaparral owed Davis $17,262 as the result of Chaparral’s alleged diversion of CO₂ from the Camrick Unit and the North Perryton Unit to the Farnsworth Unit. All these units were divested by the Company as part of its EOR asset sale in November 2017. While the Company denies all claims asserted by Davis, the Company determined it was prudent to explore settlement of the claims. Accordingly, the Company and Davis agreed at mediation to settle Davis’ claims for an allowed claim of $2,650 in Class 6 under the Prior Reorganization Plan, which agreement was memorialized in a settlement term sheet executed by both parties on the day of the mediation, a settlement agreement executed by both parties thereafter, and a settlement stipulation executed by both parties that was filed with the Bankruptcy Court. Davis subsequently contested the enforcement of the settlement under its terms, claiming that Davis was mistaken in its understanding of the terms of the Prior Reorganization Plan as relate to Class 6 claims. On August 14, 2020, Davis stipulated to the termination of such contest without payment by the Company of any consideration therefor.

We are involved in various other legal proceedings including, but not limited to, commercial disputes, claims from royalty and surface owners (including those alleging damages from induced earthquakes), property damage claims, quiet title actions, personal injury claims, employment claims, and other matters which arise in the ordinary course of business. In addition, other proofs of claim have been filed in our bankruptcy case which we anticipate repudiating. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect any of them individually to have a material effect on our financial condition, results of operations or cash flows.

Contractual obligations

We have numerous contractual commitments in the ordinary course of business including debt service requirements, operating leases, financing leases, well drilling obligations and purchase obligations. Our operating leases currently consist of an office space lease at our headquarters and our financing leases consist of leases on our fleet vehicles and office equipment. We have a well drilling commitment under the terms of leasehold purchase agreements which we entered into in 2017. The drilling commitment requires the

Company to drill and complete 10 wells on such leasehold in each of 2019, 2020, and 2021 and 15 wells in 2022. To the extent the Company does not drill and complete the minimum number of wells in a given year, it is required to pay the sellers of the acreage $250 for each deficient well. The Company has paid the deficiency amount related to its 2019 drilling commitment and recorded an accrual of $2,500 in March 2020 for the deficiency on its 2020 drilling commitment and recorded an additional accrual of $6,250 in June 2020 for the remaining obligation as it does not intend to drill any further wells on the subject acreage.

Other than additional borrowings under our credit facility and the Borrowing Base Deficiency described in “Note 4: Debt” and the termination of our derivative contracts discussed below, we did not have material changes to our contractual commitments since December 31, 2019.