Daily News: January 16, 2019

Court Approves Aegean Marine RSA, $535MM in DIP Financing


Aegean Marine Petroleum Network received approval from the U.S. Bankruptcy Court for the Southern District of New York for its revised final motion related to $535 million in Debtor-in-Possession financing provided by subsidiaries of Mercuria Energy Group and agented by ABN AMRO.

The court also approved the company’s restructuring support agreement with Mercuria, the Official Committee of Unsecured Creditors of Aegean, American Express Travel Related Services and certain holders of the company’s unsecured convertible notes. Agean also filed its plan of reorganization and disclosure statement, critical steps toward exiting bankruptcy.

According to the related court filings, the DIP financing consists of a $75 million senior secured super-priority multiple delayed draw term loan credit facility, a $160 million senior secured super-priority asset-based revolving credit facility, which includes a $50 million sublimit for the issuance of letters of credit, and a $300 million senior secured super-priority asset-based revolving credit facility, which includes a $100 million sublimit for the issuance of letters of credit.

On the $160 million revolver, ABN AMRO Capital acted as administrative agent, collateral agent, swing line lender and issuing bank, while Mercuria US Asset Holdings acted as lender. On the $300 million revolver, ABN AMRO Bank acted as facility agent, collateral management agent, security agent, issuing bank and overdraft bank, while Mercuria Energy Trading served as lender.

“The Court’s actions represent key milestones in Aegean’s restructuring process and position the company to quickly emerge from Chapter 11 much stronger than before. Both the DIP and the RSA result from a deliberate, arm’s-length process involving world-class institutions, undertaken to ensure continued high-quality service across our global network, maximize creditor recoveries and avoid months of contentious, value-destroying litigation,” said Tyler Baron, Aegean board director. “Upon completion of this process, currently anticipated around the end of the first quarter, the new company – with ample access to liquidity, streamlined operations, a refreshed management team, and the ability to leverage Mercuria’s core competencies – will be better positioned for long-term growth than ever.”

Under the terms of the RSA, Mercuria will receive 100% of the common equity of the reorganized company. It will also fund $40 million in cash on account of general unsecured creditor recoveries at the company and backstop a $15 million loan to a trust to fund litigation.

General unsecured creditors at the parent will receive 100% of the initial proceeds from litigation claims, until they receive payment in full on account of their allowed claims. General unsecured creditors at the subsidiaries will receive full recoveries in the normal course, under the agreement. Holders of Agean’s pre-prepetition common equity will receive 100% of the residual interests in the litigation claims once general unsecured creditors at the parent have received payment in full.

Pursuant to reasonable and achievable milestones, Agean will implement its restructuring plan and expects to emerge from Chapter 11 around the end of the first quarter of 2019.

In connection with the restructuring efforts, Kirkland & Ellis is acting as legal counsel to Aegean, while Moelis & Company acts as its investment banker and EY Turnaround Management Services acts as restructuring advisor.

Aegean Marine Petroleum Network is an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricants to ships in port and at sea. The Company procures product from various sources and resells it to a diverse group of customers across all major commercial shipping sectors and leading cruise lines.