[Federal Register Volume 88, Number 71 (Thursday, April 13, 2023)]
[Notices]
[Pages 22481-22482]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-07759]


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DEPARTMENT OF JUSTICE


Notice of Proposed Settlement Agreement Under The Federal Debt 
Collection Procedures Act, The Comprehensive Environmental Response, 
Compensation, and Liability Act, and The Resource Conservation and 
Recovery Act

    On April 7, 2023, the Maxus Liquidating Trust (``Trust'') filed a 
motion with the United States Bankruptcy Court for the District of 
Delaware seeking approval of a Settlement and Release (the ``Main 
Agreement'') entered into by the Trust and YPF S.A., YPF International 
S.A. (f/k/a YPF International Ltd.), YPF Holdings, Inc., and YCLH 
Holdings, Inc. (f/k/a CLH Holdings, Inc.), Repsol, S.A., Repsol 
Exploraci[oacute]n, S.A., Repsol USA Holdings LLC, Repsol E&P USA LLC,

[[Page 22482]]

Repsol Offshore E&P USA Inc., Perenco Trinidad & Tobago (Holdings) ETVE 
SLU (f/k/a Repsol E&P T&T Limited), and Repsol Services Company (the 
``Private Parties''). The motion was filed as document number 883 in 
Maxus Liquidating Trust v. YPF S.A. et al., Adv. Pro. No. 18-50489(CTG) 
(Bankr. D. Del.) (the ``Adversary Proceeding''), which is part of the 
bankruptcy case of Maxus Energy Corporation and certain of its 
affiliates (collectively ``Debtors''), In re Maxus Energy Corporation, 
et al., No. 16-11501(CTG) (Bankr. D. Del.), in the same court (the 
``Bankruptcy Case''). The Main Agreement is Exhibit B of the Motion, 
document number 883-2. Attached as Exhibit 2 at to the Main Agreement, 
at page 93 of 161, is a proposed Settlement and Covenant Not to Sue 
(the ``Government Agreement''), which has been agreed to, subject to 
public comment, by the United States, on behalf of the U.S. 
Environmental Protection Agency (``EPA''), the U.S. Department of the 
Interior (``DOI''), the U.S. National Oceanic and Atmospheric 
Administration (``NOAA''), the State of Ohio, the State of Wisconsin, 
and the Private Parties.
    Under the Amended Plan of Liquidation (``Plan'') in the Bankruptcy 
Case, approved by the Delaware Bankruptcy Court on May 22, 2017, the 
Trust was established to pursue claims, on behalf of the Debtors, 
against the Private Parties, who were direct or indirect parents of the 
Debtors, asserting alter ego liability, fraudulent transfer claims, and 
related claims. Bankruptcy Case Doc. No. 1460-1. Under the Plan, any 
monies recovered by the Trust are to be distributed to various 
creditors and the Environmental Response/Restoration Trust (``ERRT''), 
pursuant to a distribution formula set forth in the Plan. The ERRT was 
established to fund remedial and restoration activities at the Diamond 
Alkali Superfund Site in Newark, New Jersey (``Diamond Alkali Site''). 
On June 14, 2018, the Trust filed its complaint. The Main Agreement, 
agreed to by the Trust and the Private Parties, is a settlement of the 
Trust's claims. The Main Agreement requires the YPF Private Parties to 
make a payment to the Trust in the amount of $287,500,000 (less certain 
deductions of $2,000,000), plus interest, and the Repsol Private 
Parties to make a payment to the Trust in the amount of $287,500,000, 
plus interest, for a total of $573,000,000, plus interest. With respect 
to the United States, approximately $80 million of this recovery will 
be distributed by the Trust to EPA in connection with the Diamond 
Alkali Site, approximately $80 million will be distributed to DOI and 
NOAA related to their natural resource damages claims in connection 
with the Diamond Alkali Site, and approximately $470,000 will be 
distributed to EPA in connection with the Milwaukee Solvay Coke & Gas 
Superfund Site, located in Milwaukee, Wisconsin. In addition, 
approximately $25 million will be distributed to the ERRT.
    The Government Agreement provides that, in consideration of the 
payments that the Private Parties will make to the Trust under the Main 
Agreement, approximately $160 million of which will in turn be paid to 
the United States and approximately $25 million of which will be paid 
to the ERRT, the United States, on behalf of EPA, DOI, and NOAA, 
covenants not to sue the Private Parties and certain of their 
affiliates/employees (``Related Private Parties'') for: (a) any common 
law civil claims or causes of action that are Trust Derivative Claims, 
as defined in the Government Agreement, related to (i) the Covered 
Sites, including response actions and natural resource damages at the 
Covered Sites, (ii) the United States' proofs of claim filed in the 
Bankruptcy Case on behalf of EPA, DOI and NOAA, (iii) the Bankruptcy 
Case, or (iv) the Adversary Action; (b) any claim or cause of action 
under Subchapter D of the Federal Debt Collection Procedures Act (28 
U.S.C. 3301-3308) to recover on a debt that is an environmental 
liability at a Covered Site where such claim or cause of action arises 
from the transactions at issue in the Adversary Proceeding; and (c) any 
civil claims or causes of action pursuant to Sections 106 or 107 of 
CERCLA (42 U.S.C. 9606 and 9607) or Section 7003 of RCRA (42 U.S.C. 
6973) with respect to the Covered Sites. Trust Derivative Claims are 
defined in the Government Agreement as claims that were or could have 
been asserted by the Debtors and/or the Trust against the Related 
Private Parties seeking relief or recovery arising from harm to any 
Debtor or any Debtor's estate based on any legal theory including, for 
example, that such party was the corporate alter ego of any Debtor or 
wrongfully took or otherwise appropriated assets of any Debtor. Covered 
Sites are defined in the Government Agreement to include: (a) the 
Diamond Alkali Superfund Site; (b) the Milwaukee Solvay Superfund Site; 
(c) the Diamond Shamrock Kearny Plant Site at 1015 Belleville Turnpike, 
Kearny, New Jersey; (d) the St. Johnsbury Trucking Site at Obrien St. 
and Sellers St. in Kearny, New Jersey; (e) certain real property 
related to the former Diamond Shamrock Painesville Works Site in 
Painesville, Ohio; and (f) the Maxus Agricultural Chemicals facility at 
5421 Reichhold Rd., Tuscaloosa, Alabama. The covenants provided by the 
United States are subject to a reservation of rights that reserves the 
right of the United States to bring certain claims, including claims 
for any liability that a Related Private Party might have that does not 
arise from or through a liability of a Debtor.
    The publication of this notice opens a period for public comment on 
the Government Agreement. Comments should be addressed to the Assistant 
Attorney General, Environment and Natural Resources Division, and 
should refer to Maxus Liquidating Trust v. YPF S.A. et al., Adv. Pro. 
No. 18-50489(CTG) (Bankr. D. Del.), D.J. Ref. No. 90-11-3-07683/11. All 
comments must be submitted no later than 30 days after the publication 
date of this notice. Comments may be submitted either by email or by 
mail:

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         To submit comments:                     Send them to:
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By email............................  [email protected].
By mail.............................  Assistant Attorney General, U.S.
                                       DOJ--ENRD, P.O. Box 7611,
                                       Washington, DC 20044-7611.
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    Under section 7003(d) of the RCRA, a member of the public may 
request, during the 30-day public comment period, a public meeting 
concerning the proposed Agreement.
    During the public comment period, the Government Agreement may be 
examined and downloaded at this Justice Department website: https://www.justice.gov/enrd/consent-decrees. The Department of Justice will 
provide a paper copy of the Government Agreement upon written request. 
Please email your request to [email protected] or mail your 
request to: Consent Decree Library, U.S. DOJ--ENRD, P.O. Box 7611, 
Washington, DC 20044-7611.

Henry Friedman,
Assistant Section Chief, Environmental Enforcement Section, Environment 
and Natural Resources Division.
[FR Doc. 2023-07759 Filed 4-12-23; 8:45 am]
BILLING CODE 4410-15-P