Legacy Reserves Inc. Reaches Global Restructuring Agreement With RBL Lenders, Second Lien Lenders And Noteholder Group
MIDLAND, Texas, June 14, 2019 /PRNewswire/ -- Legacy Reserves Inc. (NASDAQ: LGCY) ("Legacy", and collectively with its subsidiaries, the "Company") announced today that its board of directors has approved, and the Company has executed, a global restructuring support agreement (the "Global RSA") with its lenders under its reserve based revolving credit facility ("RBL Lenders"), its lenders under its second lien term loan ("Second Lien Lenders"), and a group of the Company's unsecured noteholders (the "Noteholder Group"). The proposed financial restructuring will provide the Company with go-forward liquidity and a right-sized pro forma capital structure while minimizing operational disruptions by ensuring trade creditors will be paid in full. https://mma.prnewswire.com/media/640112/Legacy_Reserves_LP_Logo.jpg
The Company previously announced that it executed a restructuring support agreement with the RBL Lenders and Second Lien Lenders on June 10, 2019, but was continuing active discussions with the Noteholder Group regarding the terms for their support of the Company's financial restructuring. The Global RSA represents a broad agreement of creditor constituencies across all tranches of the Company's capital structure on the terms of a pre-arranged plan of reorganization (the "Plan") that the parties have agreed to support. The Global RSA contemplates a $256.3 million backstopped equity commitment and rights offering, $500 million in committed exit financing from certain of the existing RBL Lenders, the equitization of approximately $797.2 million of principal outstanding debt, a potential additional equity investment of $125 million, and payment in full of the Company's trade and other unsecured creditors. The Company expects to file voluntary petitions for reorganization in the United States Bankruptcy Court for the Southern District of Texas (the "Court") to facilitate the financial restructuring and implement the Plan contemplated by the Global RSA. Consummation of the Plan, including the infusion of new equity, will be subject to confirmation by the Court in addition to the other conditions to be set forth in the Plan and related transaction documents.
As previously announced, the Company will continue to operate its business in the normal course without material disruption to its vendors, partners or employees, and expects to have sufficient liquidity to meet its financial obligations during the restructuring. The Company has secured commitments for debtor-in possession ("DIP") financing from certain of its existing RBL Lenders, including Wells Fargo Bank, National Association that, subject to Court approval, will refinance portions of the Company's existing reserve-based credit facility and provide an additional $100 million of revolving, new money financing to support the Company's day-to-day operations and finance the restructuring process.
Dan Westcott, Chief Executive Officer of the Company, said, "After exploring all options and months of negotiations, we are very pleased to have reached an agreement for a consensual restructuring with our RBL Lenders, Second Lien Lenders and the Noteholder Group. We believe that the restructuring contemplated by the Global RSA will provide us with the capital structure and liquidity to compete and grow in today's challenging oil and gas environment. We plan to continue working with our creditor constituencies to move through the restructuring process expeditiously with minimal operational disruptions."
Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. PJT Partners LP is acting as financial advisor the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Noteholder Group, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor.