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CHESAPEAKE ENERGY: Davis, Vinson Update on FILO Term Lender Group

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In the Chapter 11 cases of Chesapeake Energy Corporation, et al., the law firms of Davis Polk & Wardwell LLP and Vinson & Elkins LLP submitted an amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group of FLLO Term Loan Lenders that they are representing.

In or around April 2020, a group formed by certain lenders under that certain Term Loan Agreement, dated December 19, 2019, by and among Chesapeake Energy Corporation, the subsidiary borrowers party thereto, the lenders and other parties thereto, and GLAS USA LLC, as administrative agent formally engaged Davis Polk to represent it in connection with a potential restructuring of the Debtors. In or around May 2020, the Ad Hoc Group of FLLO Term Loan Lenders engaged Vinson & Elkins LLP to represent it as Texas bankruptcy counsel.

In addition to the Ad Hoc Group of FLLO Term Lenders, a separate team of attorneys at Davis Polk represents Williams Company in these Chapter 11 cases. Davis Polk does not represent or purport to represent any entities other than the Ad Hoc Group of FLLO Term Loan Lenders and Williams Company in connection with the Chapter 11 Cases.

Vinson & Elkins represents only the Ad Hoc Group of FLLO Term Loan Lenders. Vinson & Elkins does not represent or purport to represent any entities other than the Ad Hoc Group of FLLO Term Loan Lenders in connection with the Chapter 11 Cases.

The Members of the Ad Hoc Group of FLLO Term Loan Lenders, collectively, beneficially own or manage:

a. $1,118,385,774 in aggregate principal amount of the loans under the FLLO Credit Agreement;

b. $51,088,275 in aggregate principal amount of the loans under that certain amended and restated credit agreement, dated as of September 12, 2018, by and among Chesapeake Energy Corporation, as borrower, the Debtor guarantors party thereto, MUFG Union Bank, N.A., as administrative agent, and the other lender, issuer, and agent parties thereto;

c. $396,000,000 in aggregate outstanding amount of the notes issued under that certain indenture for certain 11.5% senior secured notes due 2025 dated as of December 19, 2019;

d. $468,770,500 in aggregate outstanding amount of unsecured notes issued by Chesapeake Energy Corporation, including convertible notes;

e. $54,800,000 in aggregate commitments Revolving DIP Loans under the DIP Facility; and

f. $67,865,319 in Roll-Up Loans under the DIP Facility.

As of Aug. 20, 2020, members of the Ad Hoc Group FLLO Term Loan Lenders and their disclosable economic interests are:

ALTA FUNDAMENTAL ADVISERS LLC
777 Third Avenue 19th Floor
New York, NY 10017

  • $17,000,000.00 in aggregate principal amount of FLLO Term Loans
  • $21,750,000 in aggregate outstanding amount of Unsecured Notes

APPALOOSA LP
51 John F Kennedy Pkwy
Short Hills, NJ 07078

  • $87,800,000.00 in aggregate principal amount of FLLO Term Loans
  • $131,168,000 in aggregate outstanding amount of 2L Notes

BLACKROCK FINANCIAL MANAGEMENT, INC
55 E. 52nd Street
New York, NY 10055

  • $126,800,000 in aggregate principal amount of FLLO Term Loans
  • $77,166,000 in aggregate principal amount of Unsecured Notes

CAPITAL RESEARCH AND MANAGEMENT COMPANY
333 South Hope St., 55th Floor
Los Angeles, CA 90071

  • $84,500,000 in aggregate principal amount of FLLO Term Loans
  • $118,454,000 in aggregate outstanding amount of 2L Notes
  • $87,071,000 in aggregate outstanding amount of Unsecured Notes

CARVAL INVESTORS, LP
461 5th Ave.
New York, NY 10017

  • $63,240,000 in aggregate principal amount of FLLO Term Loans

CYRUS CAPITAL PARTNERS, L.P.
65 East 55th St., 35th Floor
New York, NY 10022

  • $6,429,714 in aggregate principal amount of FLLO Term Loans
  • $12,712,000 in aggregate outstanding amount of 2L Notes
  • $3,380,000 in aggregate outstanding amount of Unsecured
    Notes

D.E. SHAW GALVANIC PORTFOLIOS, L.L.C.
1166 Avenue of the Americas 9th Floor
New York, NY 10036

  • $108,478,000 in aggregate principal amount of FLLO Term Loans
  • $83,186,000 in aggregate outstanding amount of 2L Notes
  • $56,264,500 in aggregate outstanding amount of Unsecured Notes

FIDELITY MANAGEMENT & RESEARCH
200 Seaport Blvd.
Boston, MA 02210

  • $233,480,000 in aggregate principal amount of FLLO Term Loans
  • $44,192,000 in aggregate outstanding amount of 2L Notes
  • $176,370,000 in aggregate outstanding amount of Unsecured Notes

GLENDON CAPITAL MANAGEMENT L.P.
2425 Olympic Blvd. Suite 500E
Santa Monica, CA 90404

  • $60,785,000 in aggregate principal amount of FLLO Term Loans
  • $29,000,000 in aggregate outstanding amount of Unsecured Notes

KEYFRAME CAPITAL PARTNERS, L.P.
65 East 55th St., 35th Floor
New York, NY 10022

  • $8,376,286 in aggregate principal amount of FLLO Term Loans
  • $6,288,000 in aggregate outstanding amount of 2L Notes
  • $6,620,000 in aggregate outstanding amount of Unsecured
    Notes

OAKTREE CAPITAL MANAGEMENT
333 South Grand Ave. 28th Floor
Los Angeles, CA 90071

  • $64,046,774 in aggregate principal amount of FLLO Term Loans
  • $51,088,275 in aggregate principal amount of Revolving Credit
    Facility Loans
  • $54,800,000 in aggregate commitments Revolving DIP Loans under
    the DIP Facility
  • $67,865,319 in Roll-Up Loans under the DIP Facility

PGIM, INC.
Prudential Tower
655 Broad Street, 8th Floor
Newark, New Jersey 07102

  • $245,000,000 in aggregate principal amount of FLLO Term Loans
  • $10,149,000 in aggregate outstanding amount of Unsecured Notes

REDWOOD CAPITAL MANAGEMENT, LLC
910 Sylvan Ave.
Englewood Cliffs, NJ 07632

  • $12,450,000 in aggregate principal amount of FLLO Term Loans

Counsel to the Ad Hoc Group of FLLO Term Loan Lenders can be reached at:

DAVIS POLK & WARDWELL LLP
Damian S. Schaible, Esq.
Darren S. Klein, Esq.
Aryeh Ethan Falk, Esq.
Daniel Rudewicz, Esq.
450 Lexington Avenue
New York, NY 10017
Tel: 212-450-4169
Fax: 212-701-5800
Email: damian.schaible@davispolk.com
darren.klein@davispolk.com
aryeh.falk@davispolk.com
daniel.rudewicz@davispolk.com

– and –

VINSON & ELKINS LLP
Harry A. Perrin, Esq.
Emily S. Tomlinson, Esq.
1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel: 713.758.2222
Fax: 713.758.2346
Email: hperrin@velaw.com
etomlinson@velaw.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/EsWgXR

About Chesapeake Energy Corp.

Headquartered in Oklahoma City, Chesapeake Energy Corporation’s (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.

Chesapeake Energy reported a net loss of $308 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19 billion in total assets, $2.39 billion in total current liabilities, $9.40 billion in total long-term liabilities, and $4.40 billion in total equity.

Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt.

The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information

Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy’s Board of Directors.

MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker.

Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group’s investment bankers.

Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker.

On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors’ Chapter 11 cases. The unsecured creditors’ committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor.

On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners’ committee is represented by Forshey & Prostok, LLP.