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Aegean Chapter 11: Mercuria counters Oaktree/Hartree proposal plan

16 Dec 2018

Aegean Marine Petroleum Network Inc. (Aegean) and Mercuria Energy Group Limited (Mercuria) have reached an agreement with the committee of creditors to implement a revised Restructuring Support Agreement (RSA), show legal documents submitted on 15 December, 2018.

Mercuria’s initial DIP financing scheme submitted on 6 November was bettered by an alternative proposal from Oaktree Capital Management, L.P. and Hartree Partners, L.P. which gained more than 50% support from Aegean’s stakeholders on 13 December.

“Meanwhile, [on 14 December] Mercuria submitted an improved proposal that delivers even greater value than the Initial Mercuria Proposal and the Oaktree / Hartree Proposal,” said Aegean legal documents.

“The Debtors and the Committee further engaged Mercuria in connection therewith.

“These negotiations culminated in the overnight negotiation and documentation of the RSA, which the Debtors believe to the best available option for providing their estates with the necessary liquidity to fund these chapter 11 cases, maximizing creditor recoveries, and positioning the Debtors for long-term success.”

The principal terms of the new RSA can be summarised as follows:

  • The Debtors will implement the restructuring transactions pursuant to a chapter 11 plan process.
  • Upon the effective date of the Plan, Mercuria will receive 100% of the common equity of Reorganized AMPNI in consideration for the cancellation of its claims under the DIP Financing Facilities and, if any, Secured Credit Facilities.
  • Mercuria will fund $40 million in cash on account of general unsecured creditor recoveries at AMPNI.
  • Holders of unsecured creditors at AMPNI that have executed the RSA prior to confirmation of the Plan will have the opportunity to participate pro rata in the initial $15 million funding of the Litigation Trust (the “Litigation Trust Loan”). Mercuria will backstop the Litigation Trust Loan to the extent not fully funded by holders of unsecured creditors at AMPNI.
  • General unsecured creditors at AMPNI will receive 100% of the initial proceeds from the Litigation Claims (after repayment of the Litigation Trust Loan plus $3 million), which will be transferred to and prosecuted by the Litigation Trust, until they receive Payment in Full on account of their allowed claims.
  • Holders of pre-petition AMPNI common equity will receive 100% of the residiual interests in the Litigation Claims once general unsecured creditors at AMPNI have received payment in full.
  • The RSA contemplates Unimpaired recoveries for (i) the lenders holding Secured Term Loan Claims and (ii) general unsecured creditors at the Debtors’ subsidiaries.
  • The Debtors will emerge from chapter 11 in the first half of 2019.

“In short, the RSA enables the parties to avoid months of highly contentious, potentially value destructive litigation in favor of global peace,” explains Aegean.

“The RSA contemplates mutual releases and exculpations with appropriate carve outs for the Litigation Claims to be transferred to the Litigation Trust.

“The Debtors believe that the RSA and related DIP financing provide the best available path forward for these chapter 11 cases and to maximize the value of their estates.

“For these reasons, the Debtors respectfully submit that entry into, and performance under, the RSA reflects a sound exercise of business judgment and should be approved.”

The Mercuria RSA is scheduled for approval by the United States Bankruptcy Court for the Southern District of New York on 14 January 2019.

A timeline organised list of events preceding the current development have been recorded by Manifold Times below:

Related: Aegean Chapter 11: NYSE delisting scheduled for December 3
RelatedAegean Chapter 11: U.S. Bankruptcy Court grants first day motions
RelatedAegean Chapter 11: Official committee of unsecured creditors appointed
RelatedAegean Chapter 11: Plan for 120-day sale process submitted to court
RelatedAegean Chapter 11: Bondholders object Mercuria’s $532 million DIP Facility
RelatedAegean Chapter 11: Creditor list shows exposure of 30 parties
RelatedAegean files for Chapter 11, Mercuria to be ‘stalking horse bidder’
RelatedAegean auditors alleges up to $300 million ‘misappropriated’
RelatedAegean: Forensic auditors target investigations on four companies
RelatedPresident of Aegean to leave, effective November 15
RelatedRumours: Alleged changes at Aegean’s management
RelatedMercuria starts ‘sole lender’ arrangement with Aegean
RelatedAegean establishes new management committee
RelatedMercuria bails Aegean out with $1 billion credit
RelatedOcean Intelligence comments on Aegean credit downgrade
RelatedAegean shares down 71%, to face legal investigations
RelatedAegean audit uncovers $200 million account discrepancy
RelatedAegean unfolds several business developments
RelatedAegean drops founder, elects new board members
RelatedAegean requests for ‘additional time’ to file annual report
RelatedAegean welcomes new Chief Financial Officer
RelatedLawsuit filed against Aegean’s H.E.C. acquisition
RelatedAegean to offer ‘one-stop-shop solution’ with H.E.C. acquisition
RelatedAegean in $367 million acquisition of port reception facilities services group
RelatedAegean shareholders ‘gravely concerned’ over board’s silence
RelatedShareholders nominate ‘highly qualified’ candidates to Aegean board
RelatedAegean Marine Petroleum Network under shareholder pressure

Published: 17 December, 2018
 

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