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PetroQuest Energy – Files Amended Plan, “Immaterial Modifications” Include Splitting of General Unsecured Claims Class

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January 14, 2019 – PetroQuest Energy filed its First Amended Chapter 11 Plan, as Immaterially Modified as of January 14, 2019 [Docket No. 375] and a related redline [Docket Nos. 375 and 376] reflecting changes to a version filed on December 20, 2018 [Docket No. 291].
 
Although “immaterially” modified” the amended Plan does include some changes to the class structure. Class 7, formerly “General Unsecured Claims,” has been divided into two classes, Class 7a (“General Unsecured Claims Other than Convenience Claims”) and Class 7b (“Convenience Claims”) which are detailed in the summary below.
 
The following is an updated summary of classes, claims, voting rights and expected recoveries (Defined terms are as defined in the Plan and/or Disclosure Statement):
  • Class 1 (“Other Priority Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. Expected recovery is 100%.
  • Class 2 (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. Expected recovery is 100%.
  • Class 3 (“Secured Tax Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. Expected recovery is 100%.
  • Class 4 (“First Lien Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The estimated aggregate amount of claims is $50,000,000 plus any accrued and unpaid interest and expenses and the estimated recovery is 100%.
  • Class 5 (“Prepetition Second Lien Notes Secured Claims”) is impaired and entitled to vote on the Plan. The estimated aggregate amount of claims is $9,427,000 plus any accrued and unpaid interest and expenses and the estimated recovery 21% to 49%.
  • Class 6 (“Prepetition Second Lien PIK Notes Secured Claims”) is impaired and entitled to vote on the Plan. The estimated aggregate amount of claims is $275,045,768 plus any accrued and unpaid interest and expenses and estimated recovery 21% to 49%.
  • Class 7a (“General Unsecured Claims Other than Convenience Claims”) is impaired and entitled to vote on the Plan. Each holder shall receive its pro rata share of the General Unsecured Claims Distribution (ie $1,200,000 in cash, less (a) the Convenience Class Distribution and (b) the reasonable out of pocket expenses of the GUC Administrator) on the Effective Date.; provided, however, that the Holders of Second Lien Notes Claims shall not receive any distribution on account of their Allowed Second Lien Deficiency Claims; provided, further, that, subject to the entry of an order authorizing the Holders of the Hoog/Lee Litigation Claims to file a class Proof of Claim on account of such Claims, the aggregate portion of the General Unsecured Claims Distribution distributed to the Holders of the Hoog/Lee Litigation Claims shall not exceed $400,000.
  • Class 7b (“Convenience Claims”) is impaired and entitled to vote on the Plan. “Convenience Claim” is defined as an Allowed General Unsecured Claim with a face amount equal to or less than $7,500. Each holder shall receive the Convenience Class Distribution (with respect to each Convenience Claim, an amount equal to 50.0% of such Convenience Claim). For the avoidance of doubt, holders of Allowed General Unsecured Claims with a face amount greater than $7,500 may elect to reduce the face amount of their Allowed General Unsecured Claim to $7,500 by notifying the GUC Administrator of such election and receive the treatment specified in this section for Class 7b Convenience Claims.
  • Class 8 (“Section 510(b) Claims”) is impaired, deemed to reject and not entitled to vote on the Plan. The estimated recovery is 0%.
  • Class 9 (“Intercompany Claims”) is unimpaired/impaired, deemed to accept/reject and not entitled to vote on the Plan. The estimated recovery is N/A.
  • Class 10 (“Intercompany Interests”) is unimpaired/impaired, deemed to accept/reject and not entitled to vote on the Plan. The estimated recovery is N/A.
  • Class 11 (“PetroQuest Interests”) is impaired, deemed to reject and not entitled to vote on the Plan. The estimated recovery is 0%.

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