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BofA, Wells Fargo, Encina Business Credit to Provide $75MM ABL to Basic Energy Services

December 23, 2016, 07:14 AM
Filed Under: Energy

Basic Energy Services, Inc. announced earlier this month that the Company and its affiliated chapter 11 debtors obtained court approval of their prepackaged restructuring and recapitalization plan (the "Prepackaged Plan"), which received near unanimous support from voting creditors.  The Company is expected to emerge from bankruptcy as early as today.

According to the "Second Plan Supplement” filed with the Bankruptcy Court, a $75 million ABL facility will facilitate the company’s exit from bankruptcy with Bank of America named as Administrative Agent, a Collateral Management Agent, Swing Line Lender and an L/C Issuer, Wells Fargo bank is named as a Collateral Management Agent and Syndication Agent, and Encina Business Credit LLC as Documentation Agent.

"The court's confirmation of our Prepackaged Plan represents a critical step towards emerging from chapter 11 and securing a bright future for Basic," said Roe Patterson, Basic's President and Chief Executive Officer.  "Basic is thankful for the continued support of our creditors, employees, customers and suppliers.  Their support has been integral to the successful outcome of the chapter 11 process and we look forward to emerging as quickly as possible as a healthier company, poised to continue providing our customers with dependable, high-quality services, which are the hallmark of our Company."

Among other things, the Prepackaged Plan equitizes over $800 million of unsecured debt, eliminates over $60 million in annual cash interest, and completes a new capital raise of $125 million.  Specifically, the Prepackaged Plan provides for a debt-for-equity swap that will result in its existing unsecured bond obligations being converted into equity.  Existing shareholders will receive common stock and warrants in the reorganized Company.  In addition, the Prepackaged Plan implements agreements the Company reached with its existing secured lenders to continue their support of the Company through an amended and restated term loan agreement with more flexible covenants and an amended and restated ABL loan agreement.  Basic has also completed a $125 million fully backstopped rights offering of mandatorily convertible notes (totaling $131.25 million principal amount of notes including the backstop put premium), which will close on the effective date of the Prepackaged Plan and provide the Company with the cash it needs to operate successfully once it emerges from bankruptcy.  It is expected that the new notes will be deemed converted into equity of Basic contemporaneously with Basic's emergence from chapter 11 and thus will have no debt or interest burden on Basic.  All customer, vendor, and employee obligations associated with the ongoing business will remain unaffected.

Weil, Gotshal & Manges LLP is serving as legal counsel and Moelis & Company LLC is serving as investment banker to Basic.  AP Services, LLC is acting as restructuring advisors to the Company in connection with its restructuring efforts.

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