February 27, 2017 1:44 PM ET

Oil, Gas and Consumable Fuels

Company Overview of Whistler Energy II, LLC

Company Overview

Whistler Energy II, LLC develops oil and gas resources. The company is based in Houston, Texas. On March 24, 2016, an involuntary petition for reorganization under Chapter 11 was filed against Whistler Energy II, LLC in the U.S. Bankruptcy Court for the Eastern District of Louisiana. On May 25, 2016, the involuntary petition was approved by the Court.

12 Greenway Plaza

Suite 1100

Houston, TX 77046

United States

Key Executives for Whistler Energy II, LLC

Chief Executive Officer
Compensation as of Fiscal Year 2016.

Whistler Energy II, LLC Key Developments

Reorganization Plan Approved for Whistler Energy II, LLC

The US Bankruptcy Court approved the amended plan of reorganization of Whistler Energy II, LLC on January 25, 2017. The debtor has filed its amended plan in the Court on January 3, 2017. As per the amended plan, administrative claims of $1 million shall be paid in full in cash. Professional fee claims shall be paid full in cash. Allowed Priority Non-Tax Claim of $1.11 million, Allowed Priority Tax Claim, United States Trustee Fees and DIP Facility Claims of $16 million shall be paid in full in cash. DIP claims shall be paid with proceeds of the Exit Facility. Senior credit facility amount of $146 million shall receive payment in cash of the Paydown or Refinancing payment and Series A units. Other secured claims shall be issued new secured notes in an amount equal to the net equity value of the underlying Collateral securing such Claim, with payment to be made at an interest rate of 6.5% p.a., simple interest, with an amortization of 10 years and maturity of 4 years. Collateral securing the other secured claim is not sufficient to provide equity value and shall be treated as General unsecured claim. Allowed Convenience Claims of $0.48 million shall receive cash equal to 25% of allowed claim. Allowed General Unsecured Claims in the range of $24 million to $25 million shall receive a pro-rata share of litigation trust interests. Allowed Commerce Unsecured claims of $34 million shall receive series B units in full and final satisfaction. Allowed Argo secured claims $75 million will retain its rights on the collateral. Equity interests shall be deemed cancelled and shall receive no distribution under the plan. The plan will be funded through issuance of Exit facility, available cash in hand, future business operations. On the effective date, reorganized debtor shall issue Series A common equity units to Apollo, Series B units to Commerce, Series C units to new or existing management.

Reorganization Plan & Related Disclosure Statement Filed by Whistler Energy II, LLC

Whistler Energy II, LLC filed a plan of reorganization and related disclosure statement in the US Bankruptcy Court on October 19, 2016. As per the plan filed, administrative claims of $1 million shall be paid in full in cash. Professional fee claims shall be paid full in cash. Allowed Priority Non-Tax Claim of $1.11 million, Allowed Priority Tax Claim, United States Trustee Fees and DIP Facility Claims of $16 million shall be paid in full in cash. DIP claims shall be paid with proceeds of the Exit Facility. Senior credit facility amount of $146 million shall receive payment in cash of the Paydown or Refinancing payment and Series A units. Other secured claims shall be issued new secured notes in an amount equal to the net equity value of the underlying Collateral securing such Claim, with payment to be made at an interest rate of 6.5% p.a., simple interest, with an amortization of 10 years and maturity of 4 years. Collateral securing the other secured claim is not sufficient to provide equity value and shall be treated as General unsecured claim. Allowed Convenience Claims of $0.48 million shall receive cash equal to 25% of allowed claim. Allowed General Unsecured Claims in the range of $24 million to $25 million shall receive a pro-rata share of litigation trust interests. Allowed Commerce Unsecured claims of $34 million shall receive series B units in full and final satisfaction. Allowed Argo secured claims $75 million will retain its rights on the collateral. Equity interests shall be deemed cancelled and shall receive no distribution under the plan. The plan will be funded through issuance of Exit facility, available cash in hand, future business operations. On the effective date, reorganized debtor shall issue Series A common equity units to Apollo, Series B units to Commerce, Series C units to new or existing management. Whistler Energy II, LLC filed a revised disclosure statement in the US Bankruptcy Court on October 20, 2016. As per the revised disclosure statement filed, there shall be no changes in the treatment of any claim class.

Final DIP Financing Approved for Whistler Energy II, LLC

The US Bankruptcy Court gave an order to Whistler Energy II, LLC to obtain DIP financing on final basis on May 25, 2016. As per the order, the debtor has been authorized to obtain a multiple draw term loan credit facility in the amount of $15 million from Apollo Global Management, LLC and Commerce Oil LLC with The Bank of New York Mellon acting as the administrative agent. The DIP loan would carry an interest rate of 12% p.a., along with an additional 2% p.a. interest in the event of default. As per the terms of the DIP agreement, the loan carries a facility fee of 2% p.a. and exit fee of 2% p.a. The DIP facility would mature either on September 15, 2016 or on the effective date of the plan or on the date of consummation of the sale of substantially all assets, whichever is earlier. Adequate protection would be provided to the DIP lenders in the form of super-priority administrative expense claims which is subject to a carve-out of $0.13 million towards unpaid professional fees / administrative expenses and first priority lien upon and security interest in the debtor’s collateral.

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Recent Private Companies Transactions

Type
Date
Target
Bankruptcy
March 24, 2016
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