Taylor W. Meek (Texas Bar I.D. No. 24100197) Tres Cleveland (pro hac viceapplication to be filed)

MAYNARD NEXSEN P.C. MAYNARD NEXSEN P.C.

5949 Sherry Lane, Suite 820 1901 Sixth Avenue N, Suite 1700

Dallas, TX 75225 Telephone: (205) 254-1000

Telephone: (214) 239-2362 Email: TCleveland@maynardnexsen.com

Email: TMeek@maynardnexsen.com

Evan N. Parrott (pro hac viceapplication to be filed)

MAYNARD NEXSEN P.C.

11 North Water Street, Suite 24290

Mobile, AL 36602 

Telephone: (251) 206-7449

Email: EParrott@maynardnexsen.com

Counsel for Formentera Partners Fund I, LP

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

FORT WORTH DIVISION

In re: § Case No. 22-90000-mxm11

 §

ROCKALL ENERGY HOLDINGS, LLC, et al., § Chapter 11

 §

 Reorganized Debtors. § Jointly Administered

 §

_____________________________________ § 

§

TALCO PETROLEUM LLC and §

WHITE MARLIN OPERATING §

CO., LLC, §

§

§

 Plaintiffs §

§

v. § Adversary No. 23-09003-mxm

§

FORMENTERA PARTNERS §

FUND I, LP and U.S. SPECIALTY §

INSURANCE CO., §

§

 Defendants §

BRIEF IN SUPPORT OF DEFENDANT FORMENTERA 

PARTNERS FUND I, LP’S RULE 12(B)(6) MOTION TO DISMISS

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Brief in Support of Formentera’s Motion to Dismiss – Page ii

TABLE OF CONTENTS

Introduction............................................................................................................ 1

Background............................................................................................................ 2

Legal Standard ....................................................................................................... 8

Argument............................................................................................................... 10

Conclusion ............................................................................................................. 12

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TABLE OF AUTHORITIES

Cases

Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)........................................... 9-10

Collins v. Morgan Stanley Dean Witter, 224 F.3d 496, 498-99 (5th Cir. 2000)....... 10

In re Superior Air Parts, Inc., 486 B.R. 728, 737 (Bankr. N.D. Tex. 2012) ............ 9

McCall v. Sw. Airlines Co., 661 F. Supp. 2d 647, 653 (N.D. Tex. 2009) ................ 9

Meyers v. Textron, Inc., 540 F. App’x 408, 409 (5th Cir. 2013)............................. 9-10

Statutes

11 U.S.C. § 363(f)(2)........................................................................................... 6

Rules 

Fed. R. Civ. P. 12(b)(6) ....................................................................................... 8

Fed. R. Bankr. P. 7012......................................................................................... 8

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Talco Petroleum LLC, et al. v. Formentera Partners Fund I, LP, et al.

Brief in Support of Formentera’s Motion to Dismiss – Page 1

Defendant Formentera Partners Fund I, LP; (“Formentera”), by and through undersigned 

counsel, hereby files this brief (this “Brief”) in support of the Defendant Formentera Partners 

Fund I, LP’s Rule 12(b)(6) Motion to Dismiss (the “Motion”) filed contemporaneously herewith. 

For the reasons stated herein, the Court should grant the Motion and dismiss the claims of Plaintiffs 

Talco Petroleum LLC (“Talco”) and White Marlin Operating Co., LLC (“WMOC” or, together 

with Talco, the “Plaintiffs”) against Formentera in the Complaint and Request for Declaratory 

Judgment and Enforcement of Certain Provisions of Confirmed Plan (AP Doc. 1)1(the 

“Complaint”). 

Introduction

The Plaintiffs filed this AP in an attempt to make Formentera—as the purchaser of 

substantially all of the Debtors’ assets—responsible for the Plaintiffs’ putative obligations under 

certain surety bonds issued by Defendant U.S. Specialty Insurance Company (“USSIC”). The 

Plaintiffs’ manufactured attempt to drag Formentera into the dispute between the Plaintiffs and 

USSIC solely relies on the misreading of a single sentence in the Court’s Sale Order (each as 

defined herein). Crucially, the Plaintiffs’ Complaint contains zero factual allegations that 

Formentera agreed to indemnify USSIC or pay premiums to USSIC in connection with the surety 

bonds in question (defined herein as the “Five Disputed Bonds”). Instead, the Plaintiffs’ claims 

against Formentera rest solely on conclusory allegations and legal conclusions that the Sale Order 

somehow obligates Formentera to be responsible for the Five Disputed Bonds. As explained 

herein, these conclusory allegations and legal conclusions are contradicted by the plain language 

 

1 Citations to the record are as follows: (1) citations to docket entries in the above-styled adversary 

proceeding (the “AP”) are cited as “(AP Doc. ____)”; and (2) citations to docket entries in the 

above-styled main bankruptcy case are cited as “(Bankr. Doc. ____)”.

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Brief in Support of Formentera’s Motion to Dismiss – Page 2

of the PSA (as defined herein) and Sale Order. In short, even if all of the factual allegations in the 

Complaint were true, the Plaintiffs would not be entitled to relief against Formentera, and the Court 

should dismiss the Plaintiffs’ claims against Formentera.

Background

1. According to the Complaint,2 Talco acquired Debtor Rockall Energy, LLC’s 

ownership interests in WMOC and White Marlin Petroleum, LLC (“WMP”) in November 2019. 

(AP Doc. 1 at ¶ 8). 

2. On March 9, 2022 (the “Petition Date”), the above-captioned debtors (collectively, 

the “Debtors”), each filed a voluntary petition for relief under chapter 11 of title 11 of the United 

States Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”) in the United States Bankruptcy 

Court for the Northern District of Texas (the “Court”).

3. On March 10, 2022, the Debtors filed the Emergency Motion for Entry of Orders 

(A)(I) Approving Bidding Procedures, (II) Scheduling the Bid Deadlines and the Auction, (III) 

Scheduling Hearings and Objection Deadlines With Respect to the Sale, (IV) Approving the Form 

and Manner of Notice Thereof, (V) Approving Contract Assumption and Assignment Procedures, 

and (VI) Granting Related Relief; and (B)(I) Approving the Sale of the Assets Free and Clear of 

All Liens, Claims, Interests, and Encumbrances, (II) Approving Assumption and Assignment of 

Executory Contracts and Unexpired Leases; and (C) Granting Related Relief (Bankr. Doc. 16) 

(the “Sale Motion”), seeking, among other things, entry of an order authorizing the sale of all or 

substantially all of the Debtors’ assets to a successful bidder free and clear of all liens, claims, 

interests, and encumbrances.

 

2 For purposes of the Motion and this Brief, the Plaintiffs’ factual allegations in the Complaint are 

accepted as true. 

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4. On April 29, 2022, USSIC filed the U.S. Specialty Insurance Company’s Objection 

and Reservation of Rights to Notice to Contract Counterparties and Third-Party Holders of 

Consent Rights and Preferential Purchase Rights of (I) Potential Assumption and Assignment of 

Contracts and Leases, and (II) Cure Amounts and Adequate Assurance in Connection Therewith 

(Bankr. Doc. 352) (the “Cure Objection”) objecting to the Notice to Contract Counterparties and 

Third-Party Holders of Consent Rights and Preferential Purchase Rights of (I) Potential 

Assumption and Assignment of Contracts and Leases, and (II) Cure Amounts and Adequate 

Assurance in Connection Therewith (Bankr. Doc. 142). In the Cure Objection, USSIC identified 

29 bonds it had previously issued on behalf of the Debtors (the “Surety Bonds”). (See Bankr. Doc. 

352, Ex. A). 

5. On May 20, 2022, the Debtors filed the Notice of (I) Successful Bidder with Respect 

to the Sale of Substantially All of the Debtors’ Assets; (II) Cancellation of Auction; and (III) 

Adjournment and Rescheduling of (A) Sale Hearing and (B) Combined Hearing (Bankr. Doc. 513) 

(the “Notice of Successful Bidder”) providing notice that, among other things, the Debtors selected 

Formentera as the successful bidder for substantially all of the Debtors’ assets with a total cash 

purchase price of $85,000,000 and attaching the Purchase and Sale Agreement by and among 

Rockall ND, LLC, Rockall Midstream, LLC, Rockall Agent Corp., Rockall MS, LLC, Rockall 

Laurel, LLC, Rockall EOR, LLC, Rockall LA, LLC, Rockall Pine Prairie, LLC, White Marlin 

Midstream, LLC, Petro Harvester Operating Co., LLC, and Rockall Energy LLC, Individually 

each a Seller and collectively, as Sellers, and Formentera Partners Fund I, LP, as Purchaser (the 

“PSA”) as Exhibit A. True and correct copies of the Notice of Successful Bidder and PSA are

collectively attached to the Appendix at pp. 1-866. 

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Talco Petroleum LLC, et al. v. Formentera Partners Fund I, LP, et al.

Brief in Support of Formentera’s Motion to Dismiss – Page 4

6. Pursuant to the PSA, Formentera agreed to purchase certain of the Debtors’ 

interests in oil and gas properties, rights, and related assets as more specifically described in the 

PSA (the “Purchased Assets”). 

7. Section 7.12 of the PSA provides, in relevant part:

The Parties agree and acknowledge that except as expressly provided in this 

Section 7.12, none of the Credit Support3 provided by or on behalf of any 

member of the Seller Group4in support of the obligations of any member of 

the Seller Group related to the ownership or operation of the Assets shall be 

included in or constitute any Assets or be transferred to the Purchaser at 

Closing. At or prior to the expiration of the Closing Date, Purchaser shall either (i) 

post and provide all Credit Support necessary to consummate the transactions 

contemplated by this Agreement and to replace the Credit Support set forth in 

Schedule 4.13 issued or posted by the Seller Group to any Governmental Authority 

as may be required to own and operate the Assets following Closing or (ii) 

execute an indemnity agreement with the surety that has posted such Credit Support 

to permit the Credit Support to remain in place until Purchaser’s replacement Credit 

Support is obtained, at no cost or liability to the Seller Group.

(Appx. p. 81) (emphasis added)). Schedule 4.13 of the PSA identifies, among other things, the 29 

Surety Bonds. (Id. at pp. 726-732).

8. In other words, Section 7.12 of the PSA provides that Formentera shall either (a) 

replace the 29 Surety Bonds as may be required to own and operate the assets following closing 

or (b) execute an indemnity agreement with USSIC to permit such bonds to remain in place until 

Formentera’s replacement bonds are obtained. Thus, pursuant to the PSA,Formentera was only 

required to replace the Surety Bonds or execute an indemnity agreement with USSIC in 

connection with the Surety Bonds if the Surety Bonds were “required to own and operate 

the assets following closing.” As explicitly stated in the PSA, no other obligations related to the 

 

3 “Credit Support” is defined in the PSA as “any cash deposits, guarantees, letters of credit, treasury 

securities, surety bonds and other forms of credit assurances or credit support.” (Appx. p. 21). 

4 “Seller Group,” as defined in the PSA, includes several of the Debtors. (Id. at pp. 14, 96, & 837).

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Surety Bonds transferred to Formentera. Contrary to Plaintiffs’ unfounded assumptions and 

misreading of the PSA, nothing in the PSA obligates Formentera to replace or execute an 

indemnity agreement with respect to all 29 Surety Bonds.

9. On May 24, 2022, in accordance with the terms of the PSA, Formentera executed 

that certain Payment and Indemnity Agreement No. 1490 (the “Formentera Indemnity 

Agreement”), a true and correct copy of which is attached to the Appendix at pp. 867-71, in which 

Formentera agreed to indemnify USSIC and pay the premiums for seventeen (17) of the 29 

Surety Bonds. (Appx., p. 867). Notably, the Formentera Indemnity Agreement does not identify 

the Five Disputed Bonds or otherwise obligate Formentera to indemnify USSIC or pay the 

premiums associated with the Five Disputed Bonds.

10. On June 2, 2022, the Court entered the Findings of Fact, Conclusions of Law, and 

Order (I) Approving (A) the Disclosure Statement and (B) the Disclosure Statement Supplement; 

(II) Confirming the Debtors’ Amended Joint Chapter 11 Plan; and (III) Authorizing the Sale of 

the Debtors’ Assets (Bankr. Doc. 600) (the “Confirmation Order”) confirming the Debtors’ 

Amended Joint Chapter 11 Plan (Bankr. Doc. 548) (the “Plan”) and granting the Sale Motion. 

Specifically, the Sale Approval Supplement to Proposed Findings of Fact, Conclusions of Law, 

and Order (I) Approving (A) the Disclosure Statement, and (B) the Disclosure Statement 

Supplement, and (II) Confirming the Debtors’ Amended Joint Chapter 11 Plan (the “Sale Approval 

Order” or, together with the Confirmation Order, the “Sale Order”)5is attached to the Confirmation 

Order as Exhibit B.

 

5 The Sale Approval Order provides, “For the avoidance of doubt, this Sale Approval Order, 

together with the Confirmation Order, constitutes the Sale Order approving the [s]ale [to 

Formentera].” (Bankr. Doc. 600, p. 158). 

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Talco Petroleum LLC, et al. v. Formentera Partners Fund I, LP, et al.

Brief in Support of Formentera’s Motion to Dismiss – Page 6

11. The Sale Approval Order provides, among other things, (a) for the approval of the 

sale to Formentera and the PSA; (b) that Formentera has given valid, valuable, and sufficient 

consideration for the absolution from any potential claims of successor liability to the greatest 

extent allowed by applicable law, and, accordingly, Formentera shall have no obligations with 

respect to any liabilities of the Debtors (other than the permitted encumbrances and assumed 

obligations); (c) that the sale shall vest Formentera with all right, title, and interest of the Debtors 

to the Purchased Assets free and clear of any and all claims, liens, damages, obligations, liabilities, 

losses, costs, and expenses (other than certain permitted encumbrances and assumed obligations) 

with any and all such liens, claims, and/or interests to attach to the proceeds of the sale; (d) that 

except as otherwise specifically provided in the Sale Approval Order and in the PSA, Formentera 

and its affiliates shall not be liable for any claims against the Debtors or any of their predecessors 

or affiliates, and Formentera and its affiliates shall have no successor or vicarious liabilities of any 

kind or character; and (e) that any and all holders of liens, claims, and/or interests in the Purchased 

Assets who did not object to the sale or who withdrew such objection are deemed to have consented 

to the sale under § 363(f)(2) of the Bankruptcy Code and are adequately protected by having their 

liens, claims, and/or interests attach to the proceeds of the sale. (See Appx. pp. 1040-41 & 1044-

47 (Sale Approval Order at ¶¶ S, T, U, 4, 7, 8 & 11)). 

12. Regarding Section 7.12 of the PSA, Paragraph 43 of the Sale Approval Order

provides, among other things:

The Debtors, USSIC, and [Formentera] acknowledge that certain of the Surety 

Bonds are identified on Schedule 4.13 of the PSA (the “Identified Surety Bonds”) 

and will be treated in accordance with Section 7.12 of the PSA. In accordance with 

the terms of the PSA, Formentera has agreed to execute new Payment and 

Indemnity Agreements with USSIC in a form satisfactory to USSIC (the “New 

Indemnity Agreements”) with regard to the Identified Surety Bonds, to remain in 

place until replacement Credit Support has been obtained by [Formentera] and such 

Surety Bonds have been released. 

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(Id., p. 1064 (emphasis added)). In other words, consistent with the terms of the PSA, the Sale 

Approval Order provides that “certain of the Surety Bonds” will be treated in accordance with 

Section 7.12 of the PSA (i.e., Formetera will agree to execute New Indemnity Agreements 

concerning certain of the Surety Bonds identified on Schedule 4.13 of the PSA, defined as the

“Identified Surety Bonds”).

13. Moreover, the Sale Approval Order expressly provides that (a) nothing in the 

Confirmation Order or Sale Approval Order shall affect or modify the respective rights and 

obligations of USSIC and Formentera under the New Indemnity Agreements; (b) nothing in the 

Plan, Confirmation Order, Sale Approval Order, or any other document or other agreement shall 

be interpreted to enlarge the rights of USSIC or any obligee under the Surety Bonds; and (c) 

nothing in the Plan or Sale shall affect, impair, alter, limit, release, or modify any rights of USSIC 

against Talco, WMOC, or WMP in any way. (Id., pp. 1064-66).

14. On June 10, 2022, the Plan became effective by its terms. (See Bankr. Doc. 641).

15. On December 9, 2022, USSIC filed suit against WMOC in the United States 

District Court for the Southern District of Texas seeking payment of past due premiums and other 

costs associated with five of the 29 Surety Bonds, Bond Nos. B011583, B012262, B012263, 

B012265, and B012260 (the “Five Disputed Bonds”). Specifically, USSIC is seeking $697,350.86 

in outstanding premiums, $292,374.98 in reimbursement for a loss incurred in paying a claim made 

against one of the Five Disputed Bonds, and collateral security of $24,463,213 for the Five 

Disputed Bonds.

16. On May 5, 2023, the Plaintiffs filed the Complaint seeking a declaratory judgment 

under 28 U.S.C. § 2201(a) that Formentera has sole responsibility for the Five Disputed Bonds

and that Talco, WMOC, and WMP do not have responsibility for the premiums, collateralization, 

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Talco Petroleum LLC, et al. v. Formentera Partners Fund I, LP, et al.

Brief in Support of Formentera’s Motion to Dismiss – Page 8

and cost reimbursement for the Five Disputed Bonds. Specifically, the Plaintiffs argue that 

Formentera is responsible for the Five Disputed Bonds because the bonds were identified on 

Schedule 4.13 of the PSA and the Sale Order provides that Formentera agreed to execute New 

Indemnity Agreements with USSIC in a form satisfactory to USSIC with regard to certain of the 

Surety Bonds identified on Schedule 4.13 of the PSA. 

17. As explained herein, the Plaintiffs’ argument is based entirely on a misreading of 

the PSA and Sale Order. While the Plaintiffs are correct that the Sale Order provides that 

Formentera agreed to execute New Indemnity Agreements with USSIC with regard to the 

Identified Surety Bonds, the Plaintiffs ignore the fact that “Identified Surety Bonds” is a defined 

term under the Sale Order meaning “certain of the Surety Bonds,” not all of the Surety Bonds. 

Moreover, Plaintiffs’ position also ignores the plain language of the PSA providing that 

Formentera was only required to replace the Surety Bonds or execute an indemnity agreement with 

USSIC in connection with the Surety Bonds if the Surety Bonds were “required to own and 

operate the assets following closing.” For these reasons, despite the Plaintiffs’ conclusory 

allegations and legal conclusions, the Plaintiffs’ Complaint fails to state a claim against 

Formentera upon which relief can be granted, and the Plaintiffs’ claims against Formentera should 

be dismissed. 

Legal Standard

Rule 12(b)(6) of the Federal Rules of Civil Procedure (“Rule 12(b)(6)”), made applicable 

to the above-styled adversary proceeding by Rule 7012 of the Federal Rules of Bankruptcy 

Procedure, demands dismissal of a complaint, in whole or in part, if the plaintiff fails to state a 

claim upon which relief can be granted. Dismissal is warranted if, accepting all the allegations of 

the complaint as true, the plaintiff has failed to plead “enough facts to state a claim to relief that is 

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Talco Petroleum LLC, et al. v. Formentera Partners Fund I, LP, et al.

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plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). A claim has “facial 

plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable 

inference that the defendant is liable for the misconduct alleged.” Id. at 570. “[W]hen the 

allegations in a complaint, however true, could not raise a claim of entitlement to relief, this basic 

deficiency should be exposed at the point of minimum expenditure of time and money by the 

parties and the court.” Id. at 558 (internal quotations and alterations omitted). 

Further, while a court must accept well-pleaded facts as true, it “is not to strain to find 

inferences favorable to the plaintiff and is not to accept conclusory allegations, unwarranted 

deductions, or legal conclusions.” Lycoming Engines v. Superior Air Parts, Inc. (In re Superior 

Air Parts, Inc.), 486 B.R. 728, 737 (Bankr. N.D. Tex. 2012), aff’d sub nom. Lycoming Engines v. 

Superior Air Parts, Inc., No. 3:13-CV-1162-L, 2014 WL 1976757 (N.D. Tex. May 15, 2014) 

(quoting Twombly, 550 U.S. at 570). Thus, a motion to dismiss for failure to state a claim is 

reviewed under a two-pronged test. Id. “First, the reviewing court may identify those statements 

in a complaint that are actually conclusions, even if presented as factual allegations.” Id. (citations 

omitted). Such conclusions are not entitled to the presumption of truth. Id. Second, after striking 

conclusory allegations, “the reviewing court presumes the truth of any remaining ‘well-pled 

factual allegations,’ and determines whether these factual allegations and their reasonable 

inferences plausibly support a claim for relief.” Id.at 737 (citation omitted). If they do not, the 

complaint must be dismissed. See McCall v. Sw. Airlines Co., 661 F. Supp. 2d 647, 653 (N.D. Tex. 

2009). 

When deciding a motion to dismiss, the Court “may take into account documents 

incorporated into the complaint by reference or integral to the claim, items subject to judicial 

notice, matters of public record, orders, items appearing in the record of the case, and exhibits 

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attached to the complaint whose authenticity is unquestioned.” Meyers v. Textron, Inc., 540 F. 

App’x 408, 409 (5th Cir. 2013). Documents “that a defendant attaches to a motion to dismiss are 

considered part of the pleadings if they are referred to in the plaintiff’s complaint and are central 

to her claim.” Collins v. Morgan Stanley Dean Witter, 224 F.3d 496, 498-99 (5th Cir. 2000). “In 

so attaching, the defendant merely assists the plaintiff in establishing the basis of the suit, 

and the court in making the elementary determination of whether a claim has been stated.” 

Id. at 499.6

Argument 

Plaintiffs’ claims against Formentera should be dismissed under Rule 12(b)(6) because 

even if all of the factual allegations in the Complaint were true, the Plaintiffs would not be entitled

to relief against Formentera. See Twombly, 550 U.S. at 558. Simply put, the Plaintiffs’ Complaint 

is devoid of any factual allegations that Formentera agreed to indemnify USSIC or pay premiums 

to USSIC in connection with the Five Disputed Bonds. 

Instead, the Plaintiffs’ claims against Formentera rest solely on conclusory allegations and 

legal conclusions that the Sale Order somehow obligates Formentera to indemnify USSIC and pay

premiums in connection with the Five Disputed Bonds. As indicated above, these conclusory 

allegations and legal conclusions are contradicted by the plain language of the PSA and Sale Order. 

The Plaintiffs’ contention that Formentera is responsible for the indemnification and 

payment obligations regarding the Five Disputed Bonds appears to be based on the following 

 

6 Accordingly, the Court may properly consider the PSA, the Sale Order, and the Formentera 

Indemnity Agreement in deciding the Motion under Rule 12(b)(6). The Court may take judicial 

notice of its own Sale Order and the PSA that it approved in the main bankruptcy case. The Court 

may consider the Formentera Indemnity Agreement because the Complaint refers to the “new 

Payment and Indemnity Agreements” that Formentera agreed to execute with USSIC, and the 

Plaintiffs’ claims hinge on the contention that Formentera agreed to indemnify USSIC and pay the 

premiums associated with the Five Disputed Bonds. (See AP Doc. 1, ¶ 20). 

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single sentence in the Sale Approval Order: “Formentera has agreed to execute new Payment and 

Indemnity Agreements with USSIC in a form satisfactory to USSIC (the “New Indemnity 

Agreements”) with regard to the Identified Surety Bonds, to remain in place until replacement 

Credit Support has been obtained by [Formentera] and such Surety Bonds have been released.”

(Appx. p. 1064). According to the Plaintiffs, this sentence obligates Formentera to indemnify 

USSIC and pay premiums in connection with the Five Disputed Bonds. However, the Plaintiffs 

ignore the fact that “Identified Surety Bonds” is a defined term under the Sale Order meaning 

“certain of the Surety Bonds.” (Id.). If this provision of the Sale Approval Order was intended to 

provide that Formentera would enter into New Indemnity Agreements for all of the Surety Bonds, 

then the Sale Order would have simply stated as such. Instead, the provision creates a defined 

term—“Identified Surety Bonds”—and expressly provides that Formentera would enter into New 

Indemnity Agreements for certain of the Surety Bonds. 

The Plaintiffs’ position also ignores the plain language of the PSA, which provides that 

Formentera was only required to replace the Surety Bonds or execute an indemnity agreement with 

USSIC in connection with the Surety Bonds if the Surety Bonds were “required to own and operate 

the assets following closing.” (Appx. p. 81). Like the Sale Approval Order, the PSA does not 

include any language obligating Formentera to execute an indemnity agreement concerning all 29 

Surety Bonds. Instead, as shown by the Formentera Indemnity Agreement, Formentera agreed to 

indemnify USSIC and pay the premiums for seventeen (17) of the 29 Surety Bonds. (See Appx., 

p. 867). Critically, the Five Disputed Bonds are not among the seventeen (17) Surety Bonds 

covered by the Formentera Indemnity Agreement. (Id.). 

Finally, the Plaintiffs’ arguments ignore the express provisions of the Sale Order providing

(a) nothing in the Confirmation Order or Sale Approval Order shall affect or modify the respective 

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rights and obligations of USSIC and Formentera under the New Indemnity Agreements; (b) 

nothing in the Plan, Confirmation Order, Sale Approval Order, or any other any document or other 

agreement shall be interpreted to enlarge the rights of USSIC or any obligee under the Surety 

Bonds; and (c) nothing in the Plan or Sale shall affect, impair, alter, limit, release, or modify any 

rights of USSIC against Talco, WMOC, or WMP in any way. (Appx. pp. 1064-66). Accordingly, 

the language of the Sale Approval Order cannot enlarge Formentera’s express obligations under 

the Formentera Indemnity Agreement. 

For these reasons, Plaintiffs’ conclusory allegations and legal conclusions, which are 

contradicted by the plain language of all of the relevant documents, are not enough to entitle

Plaintiffs to relief against Formentera. Consequently, the Plaintiffs’ Complaint fails to state a claim 

upon which relief can be granted, and the Plaintiffs’ claims against Formentera should be 

dismissed.

Conclusion 

For the reasons stated herein, Formentera requests the Court to grant the Motion dismissing 

the Plaintiffs’ claims against Formentera with prejudice and grant Formentera such other and 

further relief as the Court deems just and proper. 

Respectfully submitted this the 14th day of June, 2023. 

/s/ Taylor W. Meek

Tres Cleveland (pro hac vice application to be filed)

Evan N. Parrott (pro hac vice application to be filed)

Taylor W. Meek (Texas Bar I.D. No. 24100197)

Counsel for Formentera Partners Fund I, LP

OF COUNSEL:

MAYNARD NEXSEN P.C.

Taylor W. Meek

5949 Sherry Lane, Suite 820

Dallas, TX 75225

Case 23-09003-mxm Doc 13 Filed 06/14/23 Entered 06/14/23 08:30:48 Desc Main

Document Page 15 of 16
Talco Petroleum LLC, et al. v. Formentera Partners Fund I, LP, et al.

Brief in Support of Formentera’s Motion to Dismiss – Page 13

Telephone: (214) 239-2362

Email: TMeek@maynardnexsen.com

and 

Tres Cleveland

1901 Sixth Avenue North

Suite 1700

Birmingham, AL 35203

Telephone: (205) 254-1000

Email: TCleveland@maynardnexsen.com

and 

Evan N. Parrott

11 North Water Street

RSA Battle House Tower

Suite 24290

Mobile, AL 36602

Telephone: (251) 206-7449

Email: EParrott@maynardnexsen.com

CERTIFICATE OF SERVICE

I hereby certify that on this 14th day of June, 2023, a true and correct copy of the above 

Notice has been served electronically on all parties that are registered to receive electronic 

transmission through this Court’s CM/ECF filing system in the above-styled adversary proceeding. 

/s/ Taylor Meek

OF COUNSEL

Case 23-09003-mxm Doc 13 Filed 06/14/23 Entered 06/14/23 08:30:48 Desc Main

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