Commitments and Contingencies |
6 Months Ended |
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Jun. 30, 2025 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Registration Rights The holders of the Founder Shares (defined below), Private Placement Warrants and Working Capital Warrants (and any shares of Common Stock issuable upon the exercise of such instruments) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Grey Fox Matter On March 26, 2024, Sable entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”) among (i) Grey Fox, LLC, MAZ Properties, Inc., Bean Blossom, LLC, Winter Hawk, LLC, Mark Tautrim, Trustee of the Mark Tautrim Revocable Trust, and Denise McNutt, on behalf of themselves and the Court-certified Settlement Class (the “Plaintiffs and Settlement Class Members”), (ii) Pacific Pipeline Company (“PPC”) and (iii) Sable, with respect to the settlement and release of certain claims related to the Pipelines, including claims impacting the right of way for the Pipelines (collectively, the “Released Claims”). Pursuant to the terms of the Settlement Agreement, (i) the Plaintiffs and Settlement Class Members are obligated to, among other things, (a) release Sable, PPC and the other released parties from and against the Released Claims, (b) grant certain temporary construction easements to facilitate the repair of certain portions of the Pipelines, and (c) cooperate in good faith with Sable and PPC with respect to any and all steps reasonably required to restart the Pipelines and operate them thereafter, including obtaining all necessary regulatory approvals, consistent with the requirements of the relevant government agencies and the Consent Decree issued by the United States District Court for the Central District of California in relation to Civil Action No. 2:20-cv-02415 (United States of America and the People of the State of California v. Plains All American Pipeline, L.P. and Plains Pipeline, L.P.) and (ii) Sable has agreed to among other things, (a) pay $35.0 million into an interest-bearing non-reversionary Qualified Settlement Fund, and (b) deliver to class counsel an irrevocable direct pay letter of credit issued by J.P. Morgan & Co. or another federally insured bank in the amount of $35.0 million to secure Sable’s obligation to make certain payments under the Settlement Agreement. The Company expensed $70.0 million upon the effectiveness of the Settlement Agreement, which is included in general and administrative expenses on the unaudited condensed consolidated statement of operations for the period from February 14, 2024 through June 30, 2024 (Successor). On May 1, 2024, the United States District Court for the Central District of California entered an order granting preliminary approval of the Settlement Agreement, and thus, on May 9, 2024, the Company made the initial $35.0 million payment into the Qualified Settlement Fund and delivered the $35.0 million Letter of Credit to plaintiffs' counsel. On September 17, 2024, the court approved the Settlement Agreement in full. On June 30, 2025, the Plaintiffs submitted a draw statement on the irrevocable direct pay letter of credit in the amount of $35.0 million, and the Company paid the Plaintiffs directly the interest owed. On July 7, 2025, in accordance with the Settlement Agreement, J.P. Morgan & Co. processed the $35.0 million draw statement and wired the funds to Plaintiffs pursuant to the Letter of Credit. J.P. Morgan & Co. subsequently accepted the $35.0 million restricted cash as settlement in full of the obligations created by the draw of the Letter of Credit, all as contemplated by the Settlement Agreement. Zaca Preserve Matter On October 3, 2024, plaintiff Zaca Preserve LLC filed a California state court complaint against Sable, its subsidiary PPC, Plains All American Pipeline LP, and Plains Pipeline LP. The case is captioned 24CV05483 and is pending in Santa Barbara Superior Court, Anacapa Division. The plaintiff filed a First Amended Complaint on December 12, 2024, and served the complaint on Sable and PPC on December 18, 2024. The plaintiff was a class member of the Grey Fox litigation that was settled effective September 17, 2024, and chose to opt out of the final settlement class. The plaintiff raises claims similar to the Grey Fox plaintiffs, namely that the pipeline easement on its property is no longer valid in light of the 2015 Refugio oil spill and the conduct of defendants. The plaintiff brings contract and tort claims and seeks declaratory and injunctive relief determining his easement terminated and prohibiting defendants from accessing or using his easement to restart pipeline operations. The plaintiff seeks compensatory, exemplary, and statutory damages, costs, attorneys’ fees, and interest, as well as declaratory and injunctive relief. By stipulation, Sable and PPC’s deadline to respond to the First Amended Complaint was March 4, 2025. Sable and PPC timely filed and served their Demurrer to the Plaintiff’s First Amended Complaint and Sable filed and served a Motion to Strike the First Amended Complaint. The Demurrer and Motion to Strike are set for hearing in September 2025. Sable and PPC intend to defend the case vigorously. BSEE Matter On June 27, 2024, the Center for Biological Diversity and the Wishtoyo Foundation filed a complaint against Debra Haaland, Secretary of the U.S. Department of the Interior; the Bureau of Safety and Environmental Enforcement (“BSEE”); and Bruce Hesson, BSEE Pacific Regional Director in the U.S. District Court for the Central District of California (Case No. 2:24-cv-05459). Sable was not named as a party to the case, but on December 3, 2024, the court granted Sable’s motion to intervene as a defendant to become a party to the lawsuit, and Sable vigorously contests the plaintiffs’ allegations. On January 29, 2025, the court granted plaintiffs’ request to supplement and amend their complaint. In the amended complaint, plaintiffs allege that BSEE: violated the National Environmental Policy Act (“NEPA”), the Outer Continental Shelf Lands Act (“OCSLA”), and the Administrative Procedure Act (“APA”) in November 2023 by approving an extension to resume operations associated with the 16 oil and gas leases Sable holds in the SYU in federal waters offshore of California in the Santa Barbara Channel; and violated NEPA and the APA in September 2024 by approving applications for permits to modify for well reworking operations and by failing to conduct supplemental environmental analysis for oil and gas development and production in the SYU. The complaint asks for the court: to issue an order finding that BSEE violated NEPA, OCSLA and the APA; to vacate and remand the extension and the applications for permits to modify; to order BSEE to complete NEPA analysis by a date certain; to prohibit BSEE from authorizing further extensions, applications for permits to modify, or any other authorizations for restarting production until it complies with NEPA, OCSLA and the APA; and for an award of costs and attorneys’ fees. On December 20, 2024, the U.S. Department of Justice (in its capacity as counsel for the BSEE) filed a motion for voluntary remand without vacatur of BSEE’s November 2023 extension. A hearing on the motion for voluntary remand took place on March 21, 2025, and the court denied the motion. All parties have filed cross-motions for summary judgment and responses, which are pending before the court, and on July 10, 2025, the court ordered the parties to submit supplemental briefs on issues directed by the court, which have now been filed. Office of State Fire Marshal Matters On December 17, 2024, the California Office of the State Fire Marshal (“OSFM”) issued two “Letters of Decision” approving Sable’s implementation of enhanced pipeline integrity standards for the Onshore Pipeline. In recognition of the measures, OSFM granted state waivers of certain regulatory requirements related to cathodic protection and seam weld corrosion for the Onshore Pipeline. The U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration (“PHMSA”), on February 11, 2025, delivered notices to OSFM that PHMSA does not object to OSFM’s December 17, 2024 Letters of Decision approving the implementation of these enhanced integrity standards for the Onshore Pipeline or OSFM’s granting of state waivers of certain regulatory requirements related to cathodic protection and seam weld corrosion for the Onshore Pipeline. On April 15, 2025, the Center for Biological Diversity and the Wishtoyo Foundation filed a complaint against the OSFM (as Defendant) and Sable and PPC (as Real Parties in Interest) in the Superior Court of Santa Barbara County (Case No. 25-cv-02244) alleging the OSFM’s issuance of the Letters of Decision violated the California Environmental Quality Act (“CEQA”) as well as state and federal pipeline safety laws and seeking a temporary restraining order (the “CBD-OSFM Lawsuit”). On the same day, the Environmental Defense Center, on behalf of various non-profits, filed a complaint against the OSFM (as Defendant) and Sable and PPC (as Real Parties in Interest) in the Superior Court of Santa Barbara County (Case No. 25-cv-02247) alleging the OSFM’s issuance of the Letters of Decision violated CEQA and constituted an abuse of discretion while also seeking a temporary restraining order (the “EDC-OSFM Lawsuit” and, together with the CBD-OFSM Lawsuit, the “OSFM Lawsuits”). On June 3, 2025, the Santa Barbara County Superior Court Judge presiding over the OSFM Lawsuits issued an order preventing OSFM from issuing any further authorizations for the Las Flores Pipeline System and preventing Sable from restarting the Las Flores Pipeline System until a hearing could be held on an order for OSFM to show cause why a preliminary injunction should not be issued. A hearing was held on July 18, 2025, and on July 29, 2025, the court entered an order granting petitioners’ application for issuance of preliminary injunction in part, ruling that, absent further order of the court, Sable may restart the Las Flores Pipeline System 10 days after Sable files notice that Sable has received all necessary approvals and permits for restart. The court clarified that Sable is not prevented from taking steps toward restarting the Las Flores Pipeline, and that the OSFM is not prevented from taking steps it finds appropriate in its regulatory capacity with respect to Sable’s restart plans as contemplated by the federal consent decree. California Coastal Commission Matter On February 18, 2025, Sable filed Complaint for Damages and Declaratory and Injunctive Relief in Santa Barbara County Superior Court alleging the California Coastal Commission (the “Commission”) (i) violated Article I, Section 19 of the California Constitution and the takings Clause of the Fifth and Fourteenth Amendments to the U.S. Constitution in issuing certain Notices of Violation (File Nos. V-9-24-0152 and V-9-25-0013) (“NOVs”) and Executive Director Cease and Desist Order No. ED-24-CD-02 (“2024 EDCDO”) relating to alleged unpermitted development activities by the Company in the California coastal zone; and (ii) impaired the Company’s vested rights in issuing the NOVs and EDCDO. The Company seeks the following relief: (a) a declaration that the Commission’s NOVs and EDCDO are unlawful; (b) preliminary and permanent injunctions prohibiting the Commission from taking any action to enforce the NOVs and the EDCDO; (c) unspecified damages for the Commission’s taking of the Company’s property; (d) attorneys’ fees; and (e) the Company’s costs of the suit. Counsel for the Commission filed a Demurrer to the Company’s complaint on April 10, 2025, which at a hearing on June 18, 2025 was sustained with respect to Sable's action for declaratory relief under California Public Resources Code §30803 and otherwise overruled by the court as to the other five causes of action. Also on February 18, 2025, the Commission issued Executive Director Cease and Desist Order No. ED-25-CD-01 (“2025 EDCDO”) and a Notice of Intent to Commence Proceedings for Commission Cease and Desist Order, Restoration Order, and Administrative Penalty Order relating to alleged unpermitted development activities by the Company in the California coastal zone. On April 10, 2025, the Commission voted to issue a Cease-and-Desist Order, Restoration Order, and Administrative Penalty Order (“CDO”), which included the imposition of an approximately $18.0 million administrative penalty on the Company, in connection with such alleged unpermitted development by the Company in the California coastal zone. The Company does not believe this penalty is lawful and has not recognized any accrued expense for the three months ended June 30, 2025. The Company is committed to contesting the claims and intends to vigorously defend the Company's interests. The Company filed a Verified Amended Petition for Writ of Mandamus and Complaint for Damages and Declaratory and Injunctive Relief on April 16, 2025. On April 16, 2025, counsel for the Commission filed a Cross Complaint for Declaratory and Injunctive Relief seeking a judicial declaration ordering the Company to comply with the CDO. An Ex Parte Application for Order to Show Cause and Temporary Restraining Order was also filed by counsel for the Commission (as Cross-Plaintiff) on April 16, 2025, seeking a Temporary Restraining Order (“TRO”) and further injunctive relief against the Company (as Cross-Defendants) restraining the Company from violating the CDO. The court denied the Commission’s Ex Parte Application at a hearing on April 17, 2025. The court further set the Commission’s Motion for Preliminary Injunction for hearing on May 14, 2025, which the court later moved to May 28, 2025. On April 22, 2025, counsel for the Commission filed a Petition for Stay, Writ of Supersedeas, or Other Appropriate Order, and Request for Temporary Stay with the Second Division California Court of Appeal, seeking a temporary stay of the Santa Barbara County Superior Court’s denial of the Commission’s request for a TRO and an order requiring Sable to comply with the CDO. On May 15, 2025, the Court of Appeal denied the Commission’s Petition. On May 28, 2025, the court granted the Commission’s application for issuance of a preliminary injunction and on July 9, 2025, the court denied Sable’s motion to stay the CDO. The matter is set for trial on October 16-17 and 20-21, 2025. BOEM Matter On April 2, 2025, the Center for Biological Diversity and the Wishtoyo Foundation filed a complaint against Doug Burgum, Secretary of the U.S. Department of the Interior; the Bureau of Ocean Energy Management (“BOEM”); and Douglas Boren, BOEM Pacific Regional Director in the U.S. District Court for the Central District of California (Case No. 2:25-cv-02840). On May 12, 2025, plaintiffs filed an amended complaint in which plaintiffs challenge BOEM’s April 2025 decision determining that Sable is not required to revise the development and production plan for Platform Harmony in the SYU. The amended complaint asks for the court: to issue an order finding that BOEM’s decision was not in accordance with OCSLA and violated the APA; order BOEM to require revision of the development and production plan for Platform Harmony; prohibit BOEM from authorizing new oil and gas drilling activity at the SYU unless and until revision of the development and production plan is complete; and for an award of costs and attorneys’ fees. Sable was not named as a party to the case, but on June 10, 2025, the court granted Sable’s motion to intervene as a defendant to become a party to the lawsuit, and Sable vigorously contests the plaintiffs’ allegations. On July 21, 2025, Sable filed a motion to dismiss this case. County Permit Transfer Matter Sable Offshore et al. v. County of Santa Barbara et al. — on May 8, 2025, Sable Offshore Corp., Pacific Pipeline Company, Pacific Offshore Pipeline Company, together with Exxon Mobil Corporation, Mobil Pacific Pipeline Company, and ExxonMobil Pipeline Company filed suit against the County of Santa Barbara and its Board of Supervisors (the Environmental Defense Center and various non-profits have since joined as intervening defendants). The action seeks declaratory and injunctive relief, as well as damages, arising from the County’s failure to name the Sable affiliates above as the owner, operator, and guarantor under the final development permits for the SYU, POPCO Facility, and Pipelines, replacing the prior owner, operator, and guarantors, the Exxon Mobil affiliates named above. The permit transfers at issue were approved in October 2024 by the County of Santa Barbara’s Planning Commission pursuant to Santa Barbara County Code Chapter 25B. That approval was appealed by various environmental advocacy groups to the Board of Supervisors. On February 25, 2025, the Board heard the appeals but, despite a County staff recommendation to reject them, did not decide them, splitting 2-2 in a tie vote. As the appeals did not reverse the Planning Commission’s decision, Sable thereafter sought the permit transfers from the County; however, the County did not transfer the permits and the lawsuit followed. The case is proceeding in stages, with petitioners’ first, second, and third causes of action (seeking to require the County to transfer the permits) set for a summary judgment hearing on September 12, 2025, and petitioners’ remaining claims seeking damages and alleging constitutional violations deferred until after resolution of the first three claims. Johnson Class Action Tracy Johnson v. Sable Offshore Corp. et al. — on July 28, 2025, shareholder Tracy Johnson filed a putative class action complaint against the Company in the Central District of California (Case No. 2:25-cv-06869) The complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act of 1934 and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, on behalf of a putative class of investors who purchased Sable’s common stock between May 19, 2025 and June 3, 2025, when the Company engaged in a public offering. The complaint names as defendants the Company, certain of its officers, and the Company’s underwriters in the offering. The complaint alleges, among other things, that the Company and certain of its officers made false and misleading statements and failed to disclose certain information regarding the Company’s business activities at the Santa Ynez Unit, and the time at which it began flowing oil to Las Flores Canyon. The plaintiffs seek damages, costs, expenses, expert and attorneys’ fees, and other unspecified equitable relief. The case is at a preliminary stage. The Company and the other defendants intend to vigorously defend against the claims in this lawsuit.
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