TEMPLAR ENERGY: Unsecured Creditors Out of Money in Wind-Down Plan

Templar Energy, LLC, et al., commenced Chapter 11 cases to permit them to effectuate a sale of their assets.

In conjunction with the filing of the Chapter 11 cases, the Debtors will file a motion seeking, among other things, approval of proposed bidding procedures, the procedures in connection with the Debtors’ selection of a stalking horse bidder and related bid protections, and the sale. The Debtors are seeking to have both approval of the Sale and confirmation of the Plan heard at the same hearing on or around July 13, 2020, subject to the Court’s availability.

Contemporaneously with the sale process, the Debtors and the RBL Agent began discussions regarding the terms of a consensual chapter 11 case. After considerable arm’s-length negotiations, the Debtors, the RBL Agent, and the Consenting Lenders executed the Restructuring Support Agreement on May 31, 2020. The RSA embodies the Consenting Lenders’ consent to and support for funding a value maximizing sale process and responsible wind-down pursuant to the Plan upon the closing of the sale.

The Plan filed by the Debtors provides for, among other things:

a. Administrative expense claims, priority claims and other secured claims will be paid in full in cash or otherwise rendered unimpaired upon consummation of the Plan;

b. The DIP Financing will be repaid in full in cash on the Plan Effective Date from the net proceeds of the Sale;

c. An appropriate wind down amount will be reserved from the sale proceeds to administer the Plan, fund disputed claims reserves, and wind down the Debtors’ estates;

d. Each RBL Lender will receive its pro rata share of the net sale proceeds and all remaining cash held by the Debtors’ estates as of the Plan Effective Date, minus (i) cash in an amount sufficient to repay the DIP Financing, (ii) the wind down amount described above, and (iii) the funding of an escrow account to pay the fees and expenses of the Debtors’ professionals through the Plan Effective Date;

e. Holders of general unsecured claims will not receive any distribution under the Plan;

f. Holders of any equity interests in Holdings and Holdcorp will not receive any distribution under the Plan; and

g. The Plan Effective Date is conditioned on, among other things, the closing of the sale.

About Templar Energy

Templar Energy LLC and its affiliates, founded in 2012, are independent exploration and production companies, with a core focus on the development and acquisition of oil and natural gas reserves in the Greater Anadarko Basin of Western Oklahoma and the Texas Panhandle.

Templar Energy and its operating subsidiaries have acquired substantial assets in the Mid-Continent region covering, as of the Petition Date, approximately 273,400 net acres by directly leasing oil and gas interests from mineral owners.

Templar Energy LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 20-11441) on June 1, 2020.

Templar Energy was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities.

Guggenheim Securities, LLC is acting as the Company’s investment banker, Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel, and Alvarez & Marsal North America, LLC is acting as financial advisor. Young Conaway Stargatt & Taylor, LLP is local co-counsel. Kurtzman Carson Consultants LLC is claims agent, maintaining the page

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