September 28, 2016 8:44 AM ET

Oil, Gas and Consumable Fuels

Company Overview of Warren E&P Inc.

Company Overview

Warren E&P Inc. provides oil and gas exploration services. The company was formerly known as Petroleum Development Corporation. The company was founded in 1973 and is based in Casper, Wyoming. Warren E&P Inc. is a subsidiary of Warren Resources Inc. On June 2, 2016, Warren E&P Inc. filed a voluntary petition for reorganization under Chapter 11 in the US Bankruptcy Court for the Southern District of Texas. It is in joint administration with Warren Resources, Inc.

123 West 1st Street

Suite 505

Casper, WY 82601

United States

Founded in 1973

Phone:

307-237-0864

Key Executives for Warren E&P Inc.

Chief Executive Officer
Chief Financial Officer
Senior Vice President and General Manager of California
Age: 60
Senior Vice President
Age: 59
Executive Vice President
Compensation as of Fiscal Year 2016.

Warren E&P Inc. Key Developments

Final DIP Financing Approved for Warren Resources, Inc.

The US Bankruptcy Court gave an order to Warren Resources, Inc. to obtain DIP financing on a final basis on July 13, 2016. As per the order, the debtor has been authorized to obtain a delayed draw term loan facility in the amount of $20 million from GSO Capital Partners LP with Wilmington Trust, National Association acting as the administrative agent. The DIP loan would carry an interest rate of LIBOR plus 11% 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 an upfront fee of 3% p.a. and a commitment fee of 1% p.a. The DIP facility also includes an exit fee equal to 2% of the principal amount. The DIP facility would mature either on October 31, 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 $0.55 million towards unpaid professional fees / administrative expenses and first priority lien upon and security interest in the debtor’s collateral. The DIP proceeds shall be used by the debtor to pay certain costs, fees and expenses related to the Chapter 11 Cases, to pay adequate protection payments and to fund the working capital needs, capital improvements and expenditures of the credit parties during the Chapter 11 Cases.

Amended Joint Reorganization Plan and Disclosure Statement Filed by Warren Resources, Inc.

Warren Resources, Inc. filed an amended joint plan of reorganization with related disclosure statement in the US Bankruptcy Court on June 20, 2016. As per the amended plan filed, Unsecured Claims shall receive recovery of 2.9%, First Lien Deficiency Claims of $71 million shall be waived off, Second Lien Efficiency, Senior Notes And Citrus Earn Out Claims of $223.97 million shall receive a recovery of 2.9% in the form of 17.5% of the New Warren Common Stock and First Lien Secured Claims of $177 million shall receive recovery of 91.63% in the form of $130 million of New First Lien Facility and 82.50% of the New Warren Common Stock. There shall be no changes in the treatment of any other claim class. Warren Resources, Inc., filed a revised amended joint plan of reorganization with related disclosure statement in the US Bankruptcy Court on July 18, 2016. As per the second amended plan filed, First Lien Secured Claims, having a secured portion of $177 million shall receive a recovery of 90.84% and First Lien Facility Deficiency Claims, Second Lien Facility Claims, Senior Notes Claims, Citrus Earn Out Claims and Second Lien Facility Claims, Senior Notes Claims, Citrus Earn Out Claims shall receive a recovery of 2.78%. Also, holders of Second Lien Facility Claims shall receive their pro rata portion of the Claren Road Supplemental Equity Distribution and the New Warrants. The debtor shall issue new warrants to fund the plan. There shall be no changes in the treatment of any other claim class.

Joint Reorganization Plan and Disclosure Statement Filed by Warren Resources, Inc.

Warren Resources, Inc. filed a joint plan of reorganization with related disclosure statement in the US Bankruptcy Court on June 16, 2016. As per the plan filed, Administrative Expenses, U.S. Trustee Fees, Priority Tax Claims, Other Priority Claims, Secured Debentures, Other Secured Claims, Obligations Under the DIP Credit Agreement and Professional Fee Claims shall be paid in full in cash. First Lien Secured Claims of $170 million hall receive its respective Pro Rata share of New First Lien Facility of $130 million and 82.5% of the New Warren Common Stock. First Lien Facility Deficiency Claims of $78 million will forego any distribution under the plan. Second Lien Facility Claims of $56.70 million, Senior Notes Claims of $167.27 million and Allowed Citrus Earn Out Claims (in an amount less than $8.5 million) shall be entitled to receive respective Pro Rata portion of the General Equity Pool, representing 17.5% of the New Warren Common Stock. Unsecured Claims shall receive its Pro Rata share of Cash or an unsecured note. All the Intercompany Claims and Warren Subsidiary Debtor Interests shall be either Reinstated or cancelled. 510(b) Claims, First Lien Lender Adequate Protection Claims and Warren Equity Interests shall be deemed cancelled. The plans shall be funded from debtor’s cash in hand, New First Lien Facility and by issuance of New Warren Common Stock.

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Recent Private Companies Transactions

Type
Date
Target
Private Placement
October 22, 2015
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