Transactions – Page 17 – Moelis & Company

Templar Energy LLC’s restructuring and recapitalization

Date Announced:
09/21/2016

client:
Ad Hoc Group of Second Lien Lenders of Templar Energy LLC

Status:
Closed – 09/2016

Value:
$2 billion debt restructuring Read the case study

Exclusive Financial Advisor to the Ad Hoc Group of Second Lien lenders on Templar Energy’s $1.45 billion out-of-court exchange offer

On September 21, 2016, Templar Energy, LLC (“Templar”), an oil and gas exploration and production company focused on the U.S. mid-continent region, completed its out-of-court restructuring and recapitalization. Acting as the company’s exclusive financial advisor, Moelis & Company’s involvement resulted in 100% of lenders consenting to an exchange offer and avoiding a potentially lengthy and costly in-court Chapter 11 bankruptcy.

Initially backed by financial sponsors First Reserve and Trilantic, Templar established a quality acreage position in the mid-continent in 2013-2014. This was done through a series of acquisitions financed with the issuance of $1.45 billion of second lien term loans. Shortly thereafter, precipitous decline in oil and natural gas prices rendered the company’s overlevered balance sheet unsustainable. In late 2015, Templar approached its second lien lenders regarding the formation of an ad hoc group, who subsequently hired Moelis & Company to advise on restructuring conversations.

Moelis & Company performed extensive diligence on the company’s asset base and operational capabilities and advised its clients that the company was better suited for a debt-to-equity exchange versus accepting a cash tender offer. The Firm negotiated a comprehensive restructuring solution, crafting the ultimate deal construct that provided the second lien lenders with the majority of new money investment rights (60%) and effective control of the company’s board.

Ultimately, Templar received total new money investment of $365 million and used the proceeds for the second lien cash payment and to pay down its first lien lenders, resulting in a substantially delevered company with ample liquidity. Through the debt-to-equity exchange and new preferred equity investment, second lien lenders own over 80% of the pro forma equity. They received $133 million of cash, 45% of the equity in the reorganized Templar (after dilution) and the participation rights in a fully-backstopped rights offering of participating preferred equity.

Quicksilver Resources’ Chapter 11 Reorganization

Date Announced:
08/16/2016

client:
Official Committee of Unsecured Creditors of Quicksilver Resources, Inc.

Status:
Closed – 08/2016

Value:
$2.3 billion

Logística Intermodal S/A’s restructuring of bank financings

Date Announced:
08/01/2016

client:
Logística Intermodal S/A

Status:
Closed – 08/2016

Value:
R$426 million

Kenmare Resources plc's restructuring and equity capital raise

Date Announced:
07/22/2016

client:
Project Lenders

Status:
Closed – 07/2016

Value:
$392 million balance sheet restructuring and $255 million equity capital raise

Seventy Seven Energy Inc.’s Chapter 11 Reorganization

Date Announced:
07/14/2016

client:
Ad Hoc Committee of Senior Noteholders of Seventy Seven Energy Inc.

Status:
Closed – 08/2016

Value:
$1.7 billion

Prosafe SE 's refinancing, restructuring and $145 million equity raising

Date Announced:
07/07/2016

client:
Prosafe SE

Status:
Closed – 09/2016

Value:
$1.9 billion

Thompson Creek Metals Company Inc.’s sale to Centerra Gold Inc.

Date Announced:
07/05/2016

client:
Thompson Creek Metals Company Inc.

Status:
Closed – 10/2016

Value:
$1.1 billion

Syncora Holdings Ltd.'s exchange offer and proxy solicitation

Date Announced:
07/01/2016

client:
Syncora Holdings Ltd.

Status:
Closed – 08/2016

Value:
$1.2 billion

C&J Energy Services, Inc.’s restructuring

Date Announced:
06/30/2016

client:
Steering Committee of Senior Secured Lenders of C&J Energy Services, Inc.

Status:
Closed – 01/2017

Value:
$1.4 billion

Consolidated Minerals Limited’s restructuring

Date Announced:
06/15/2016

client:
Ad Hoc Committee of Senior Secured Noteholders

Status:
Closed – 08/2016

Value:
$400 million

Usina Coruripe Açúcar e Álcool S/A’s restructuring

Date Announced:
06/03/2016

client:
Usina Coruripe Açúcar e Álcool S/A

Status:
Closed – 06/2016

Value:
R$1.9 billion

UCI International, LLC’s restructuring

Date Announced:
06/02/2016

client:
UCI International, LLC

Status:
Closed – 12/2016

Value:
$500 million

Vertellus Specialties Inc.’s restructuring and 363 sale

Date Announced:
05/31/2016

client:
Ad Hoc Group of Term Loan Lenders

Status:
Closed – 10/2016

Value:
$454 million

Dex Media, Inc.’s pre-packaged Chapter 11 plan of reorganization

Date Announced:
05/16/2016

client:
Dex Media, Inc.

Status:
Closed – 07/2016

Value:
$2.4 billion Read the case study

Exclusive Investment Banker to Dex Media Inc. on its $2.4 billion Prepackaged Chapter 11 Plan of Reorganization

On August 1, 2016, Dex Media, Inc. (“Dex”), one of America’s largest providers of marketing solutions for local businesses, announced that it had completed its financial restructuring and emerged from Chapter 11 bankruptcy. Moelis & Company acted as the exclusive investment banker to Dex and played a critical role in helping the company emerge from bankruptcy protection after only 77 days.

At the time, Dex’s primary historical marketing product, yellow page directories, had been experiencing significant double-digit top-line declines in the face of burgeoning internet directory and customer review-based businesses (e.g. Google, Yelp and Angie’s List) as well as the aging of the product’s core demographic. In reaction to those trends, Dex developed and marketed digital advertising solutions, but the transition to digital products was slower than originally anticipated.

As a result, Dex effectuated a merger with Supermedia Inc. through concurrent Chapter 11 bankruptcies in an effort to combat industry dynamics through consolidation. The company emerged with four cross-collateralized secured credit silos creating a complex capital structure, which impeded management’s ability to operate the business as a unified company. In addition to the first-lien secured debt of approximately $2.1 billion, the company also had unsecured notes of $270 million. At the end of 2016, Dex faced a maturity wall and leverage levels would not support a complete refinancing of commitments.

Moelis & Company negotiated a significant deleveraging of the company in order to afford the company the financial flexibility to achieve its strategic plan. The plan was a fully-consensual prepacked plan of reorganization, which provided for the first-lien lenders across the four credit silos to own 100% of the reorganized equity and $600 million of loans under the new credit facility. Dex’s unsecured noteholders also received a $5 million cash payment and warrants to purchase up to 10% of the reorganized equity in exchange for their approximately $270 million in claims.

The company’s strengthened capital structure, with approximately $1.8 billion less total debt, created significant financial and strategic flexibility. Furthermore, the transaction enabled the company to deepen its commitment to help local businesses thrive by developing and providing marketing solutions to help them grow their organizations.

Breitburn Energy Partners LP’s restructuring

Date Announced:
05/16/2016

client:
The Secured Noteholders of Breitburn Energy Partners LP

Status:
Closed – 04/2018

Value:
$3 billion