United States Court of Appeals for the Fifth Circuit United States Court of Appeals Fifth Circuit

____________ FILED February 20, 2024 No. 23-20104 Lyle W. Cayce ____________ Clerk In the Matter of Fieldwood Energy LLC

Debtor, Swiss Re Corporate Solutions America Insurance Company, formerly known as North American Specialty Insurance Company; Lexon Insurance Company; Ironshore Indemnity Incorporated; Ironshore Specialty Insurance Company,

Appellants,

versus Fieldwood Energy III, L.L.C.; Fieldwood Energy Offshore L.L.C.; Fieldwood Energy Incorporated; GOM Shelf LLC; FW GOM Pipeline Incorporated,

Appellees. ______________________________

Appeal from the United States District Court for the Southern District of Texas USDC No. 4:21-CV-2201 ______________________________ Case: 23-20104 Document: 60-1 Page: 2 Date Filed: 02/20/2024

Before Southwick, Engelhardt, and Wilson, Circuit Judges. Leslie H. Southwick, Circuit Judge: Fieldwood Energy LLC entered bankruptcy in 2020. The resulting reorganization plan for the company was the product of a complex negotiation process with numerous parties. The bankruptcy court’s confirmation order stripped subrogation rights from some of those who had issued surety bonds to the debtors. These sureties are the appellants. They challenged the loss of subrogation rights at the district court. Rather than address the sureties’ challenges on the merits, the district court held their appeal was statutorily and equitably moot. The primary question on appeal is whether a recent Supreme Court decision alters the landscape around statutory mootness. Any change does not affect this appeal. AFFIRMED. FACTUAL AND PROCEDURAL BACKGROUND Fieldwood Energy LLC and its affiliates (the “Debtors”) were previously among the largest oil and gas exploration and production companies operating in the Gulf of Mexico. Declining oil prices, the COVID–19 pandemic, and billions of dollars in decommissioning obligations caused Fieldwood to file for chapter 11 bankruptcy in August 2020. Negotiations began in March 2020 with creditors and other entities, including the U.S. Department of Justice and the U.S. Department of the Interior (collectively, the “Government”). A reorganization plan was finalized 18 months later. First, some background on one part of the Debtors’ financial burdens. Oil and gas companies operating on the Outer Continental Shelf have decommissioning obligations. 30 C.F.R. §§ 250.1701–03. A company is required, once relevant facilities are no longer used, to take such measures as plugging wells, decommissioning pipelines, removing platforms, and clearing the seafloor of obstructions created by the company’s operations.

2 Case: 23-20104 Document: 60-1 Page: 3 Date Filed: 02/20/2024

No. 23-20104

§ 250.1703. A key objective of the Debtors’ reorganization plan was to provide a means to satisfy their extensive decommissioning obligations. The plan required a complex series of transactions, including: (1) the sale of some of the Debtors’ oil and gas assets and equity interests for approximately $1.03 billion (the “Credit Bid Sale”); (2) divisive mergers of Fieldwood after the consummation of the Credit Bid Sale,