Lonestar Resources US Inc. Announces Restructuring Support Agreement
September 15 2020 - 4:30AM
Business Wire
Lonestar Resources US Inc. (the “Company” or “Lonestar”)
(NASDAQ: LONE) today announced that it and certain of its direct
and indirect wholly-owned domestic subsidiaries (collectively with
the Company, the “Debtors”) have entered into a Restructuring
Support Agreement (the “Support Agreement”) with its largest
stakeholders that will eliminate approximately $390 million in
aggregate debt obligations and preferred equity interests.
Under the terms of the Support Agreement, approximately $250
million of the Company’s 11.250% Senior Notes due 2023 (the
“Notes”) will be converted to equity and accrued interest thereon
will be extinguished. In addition, lenders under the Company’s
revolving credit facility who agree to accept the Plan (as defined
below) will, among other things, receive their pro rata share of
warrants (the “New Warrants”) to purchase up to 10% of the new
equity interests in the Company (subject to dilution only by the
issuance of new equity interests under a management incentive plan
(“MIP Equity”)), revolving loans under the exit revolving credit
facility, and term loans under the second-out exit term facility.
Holders of preferred equity interests in the Company will receive
their pro rata share of 3% of the new equity interests in the
Company (subject to dilution by the MIP Equity and the New
Warrants) and holders of existing Class A Common Stock in the
Company will receive their pro rata share of 1% of the new equity
interests in the Company (subject to dilution by the MIP Equity and
New Warrants).
Under the terms of the Support Agreement, the Debtors would
effectuate the proposed transactions through a prepackaged plan of
reorganization (the “Plan”) under Chapter 11 of the U.S. Bankruptcy
Code (“Chapter 11”). The Company has already obtained support for
the proposed transactions from lenders holding 100 percent of the
aggregate principal amount outstanding under its revolving credit
facility, noteholders holding approximately 67.1 percent of the
aggregate principal amount outstanding under its Notes, and holders
of 100 percent of its preferred equity interests.
The Company is confident, based on the Support Agreement, that
it will be able to meet its financial commitments and otherwise
continue to operate its business as usual throughout the
restructuring period. The Company anticipates funding the Cases and
continuing to operate the business with cash-on-hand and certain
proceeds from the consensual termination of the Debtors’ existing
hedging arrangements with certain lenders under its revolving
credit facility. The Support Agreement contemplates that the
Company will continue operating its business without disruption to
its customers, vendors, partners or employees. In addition, the
Support Agreement contemplates that unsecured trade creditors will
be paid in full under the Plan.
“We have carefully considered our options in the unprecedented
environment faced by the energy industry and concluded that a
consensual restructuring is in the best interest of the Company. In
combination with our efforts to meaningfully reduce our capital and
operating costs, the significant reduction in leverage that this
transaction will afford the Company will position Lonestar to be
highly competitive going forward,” said Frank D. Bracken III, Chief
Executive Officer of the Company.
The Company is represented in this matter by Latham &
Watkins LLP, Hunton Andrews Kurth LLP, Intrepid Partners LLC,
Rothschild & Co US Inc. and AlixPartners, LLP.
About Lonestar
Lonestar is an independent energy company, focused on the
development, production and acquisition of unconventional oil,
natural gas liquids and natural gas properties in the Eagle Ford
Shale in Texas.
Forward Looking Statements
This communication includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical fact
are, or may be deemed to be, forward-looking statements.
Forward-looking statements are statements of future expectations
that are based on management’s current expectations and assumptions
and involve known and unknown risks and uncertainties and
projections of results of operations or of financial condition or
forecasts of future events that could cause actual results,
performance or events to differ materially from those expressed or
implied in these statements. Words such as “could,” “will,” “may,”
“assume,” “forecast,” “position,” “predict,” “strategy,” “expect,”
“intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,”
“budget,” “potential,” “forward” or “continue” and similar
expressions are used to identify forward-looking statements.
Without limiting the generality of the foregoing, forward-looking
statements contained in this communication include statements
concerning management’s expectations of plans, strategies,
objectives, growth and anticipated financial and operational
performance, financial prospects; anticipated sources and uses of
capital; the transactions contemplated by the Support Agreement,
including the restructuring of the Company, including the expected
benefits of these transactions, business strategies, anticipated
sources and uses of capital, future financial prospects and other
matters that are not historical facts. These forward-looking
statements involve many risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements, including, without limitation, the inability to
complete the Plan, or the restructuring; risks related to
disruption of management’s attention from ongoing business
operations due to the Chapter 11 Cases to be filed by the Debtors
or the restructuring; and the effects of future litigation,
including litigation relating to the Chapter 11 Cases or the
restructuring. Forward-looking statements can be affected by
assumptions used or by known or unknown risks or uncertainties.
Consequently, no forward-looking statements can be guaranteed.
These forward-looking statements speak only as of the date of this
communication, and the Company expressly disclaim any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
the Company’s expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of the Company,
including the most recent Forms 10-K and 10-Q for additional
information about the Company and about the risks and uncertainties
related to the Company’s business which may affect the statements
made in this communication.
No Solicitation or Offer
Any new securities to be issued pursuant to the restructuring
transactions may not be registered under the Securities Act of
1933, as amended (the “Securities Act”), or any state securities
laws but may be issued pursuant to an exemption from such
registration provided in the U.S. bankruptcy code. Such new
securities may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws. This press release does not constitute an offer to
sell or buy, nor the solicitation of an offer to sell or buy, any
securities referred to herein, nor is this press release a
solicitation of consents to or votes to accept any chapter 11 plan.
Any solicitation or offer will only be made pursuant to a
confidential offering memorandum and disclosure statement and only
to such persons and in such jurisdictions as is permitted under
applicable law.
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