ATPG Senior 11.875% 2nd Lien Bonds (fka ATPG.GE)

[56Chevy]

VERIFIED RULE 2019 STATEMENT OF WACHTELL,
LIPTON, ROSEN & KATZ AND VINSON & ELKINS LLP

Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) and Vinson & Elkins LLP (“V&E”) are counsel to an ad hoc committee (the “Ad Hoc Committee”) of holders of the 11.875% Senior Second Lien Notes due 2015 (the “Notes”) issued by ATP Oil & Gas Corporation (the “Debtor”) pursuant to that certain Indenture, dated as of April 23, 2010, by and between the Debtor, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.

As currently constituted, the Ad Hoc Committee consists of certain funds and accounts managed by Fidelity Management & Research Company or one of its affiliates (“Fidelity”), First Pacific Advisors, LLC (together with its affiliated and managedfunds, “First Pacific”), Franklin Advisers, Inc. (on behalf of its affiliated and managed funds, “Franklin Templeton”), SMH Capital Advisors (together with its affiliated and managed funds, “SMH”), Canyon Capital Advisors LLC (together with its affiliated and managed funds, “Canyon”), P. Schoenfeld Asset Management LP on behalf of its clients (together with its affiliated and managed funds, “PSAM”), Claren Road Asset Management, LLC (together with its affiliated and managed funds, “Claren Road”), Cetus Capital, LLC (together with its affiliated and managed funds, “Cetus”), BlueMountain Capital Management LLC (together with its affiliated and managed funds, “BlueMountain”) and Raging Capital Management, LLC (together with its affiliated and managed funds, “Raging”).

In accordance with Federal Rule of Bankruptcy Procedure 2019, Wachtell Lipton and V&E each hereby makes the following verified statement (the “Statement”):

1. Wachtell Lipton is a law firm that maintains offices at 51 West 52nd Street, New York, New York 10019.

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13. As of the date hereof, Fidelity beneficially owns Notes with an aggregate face amount of approximately $123,040,000. Fidelity also beneficially owns approximately 110,000 shares of the Debtor’s 8.00% Series B Convertible Perpetual Preferred Stock.

14. As of the date hereof, First Pacific beneficially owns Notes with an aggregate face amount of approximately $151,323,000.

15. As of the date hereof, Franklin Templeton beneficially owns Notes with an aggregate face amount of approximately $90,000,000. Franklin Templeton also beneficially owns approximately 43,000 shares of the Debtor’s 8.00% Series B Convertible Perpetual Preferred Stock.

16. As of the date hereof, SMH beneficially owns Notes with an aggregate face amount of approximately $143,256,000.

17. As of the date hereof, Canyon beneficially owns Notes with an aggregate face amount of approximately $87,760,000. Canyon also beneficially owns approximately 30,000 shares of the Debtor’s 8.00% Series B Convertible Perpetual Preferred Stock.

18. As of the date hereof, PSAM beneficially owns Notes with an aggregate face amount of approximately $17,450,000. PSAM additionally beneficially holds loans under the Debtor’s debtor-in-possession financing facility (including prepetition loans refinanced by such facility) with an aggregate principal amount of approximately $31,100,000 and is committed to making additional loans under such facility in an aggregate principal amount not to exceed approximately $18,900,000.

19. As of the date hereof, Claren Road beneficially owns Notes with an aggregate face amount of approximately $91,655,000.

20. As of the date hereof, Cetus beneficially owns Notes with an aggregate face amount of approximately $14,975,000. Cetus also owns put options to sell approximately 78,100 shares of the Debtor’s common equity with strike prices ranging from $1 to $5 and expiries ranging from September 22, 2012 through January 19, 2013.

21. As of the date hereof, BlueMountain beneficially owns Notes with an aggregate face amount of approximately $55,000,000.

22. As of the date hereof, Raging beneficially owns Notes with an aggregate face amount of approximately $58,650,000.

23. For the avoidance of doubt, the holdings of each of the members of the Ad Hoc Committee include interests held on behalf of certain of the affiliated and managed funds of each such member.

24. The Ad Hoc Committee, which was initially composed of Fidelity, First Pacific, Franklin Templeton and SMH, was formed on or about August 20, 2012.

25. Wachtell Lipton and V&E were each retained by the Ad Hoc Committee on or about August 20, 2012.

26. Each of the undersigned verifies, under penalty of perjury, that this Statement is true and correct to the best of his knowledge and belief. The source of this knowledge and belief is communications with the members of the Ad Hoc Committee and
review of certain documents.

27. The members of the Ad Hoc Committee reserve the right to revise, supplement, and amend this Statement.

Dated: September 19, 2012

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Source: KCCLLC Doc # 0413

http://www.kccllc.net/Docket/SearchResults.asp?T=3323