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McDermott International, Inc. – Seeks Approval for Bidding Procedures (and Frothy Bidder Protections) and APA in Respect of $2.725bn Sale of Lummus Assets to Joint Partnership Comprised of The Chatterjee Group and Rhône Group

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January 22, 2020 – The Debtors filed a motion [Docket No. 110] requesting Court approval for (i) bidding procedures in respect of the sale of the Debtors' Lummus Assets (the “Sale”) and (ii)  authorization to enter into a $2.725bn stalking horse asset purchase agreement (the "APA," attached to the motion) with Illuminate Buyer, LLC (the “Buyer” or “Stalking Horse Bidder”) including in respect of a $81.75mn break-up fee (ie 3%), a $25.0mn expense reimbursement (ie almost 1%) and a 1% minimum overbid amount. The Buyer is a joint partnership between The Chatterjee Group and Rhône Group (the “Joint Partnership”) and the APA further provides that (i)  the Debtors will have the option to retain or purchase a 10 percent common equity ownership interest in the entity purchasing Lummus Technology and (ii) that proceeds from the Sale are to be applied in the first instance to the full repayment of the Debtors' debtor-in-possesion ("DIP") financing facility.

Everything about the Sale is super-sized, including the bidder protections. The scale of the transaction, the apparent existence of at least four other bidders who topped the $2.5bn mark, and the Debtors' obligation to run an open-minded section 363 auction/sale process…may very well lead to an early challenge to that huge (by value) ask as to bidder protections totaling almost 5%. It is hard to not imagine those figures being challenged as bid chilling and, should the stalking horse bid be topped, an enormous drain on the estates' resources. In the more theoretical context, the $81.75mn break-fee begs the question as to whether the now practically standard 3% break-up fee makes sense at the lower and higher ends of the purchase price spectrum.

The Debtors’ Pre-Petition Marketing Process

Prior to the execution of the APA, the Debtors engaged in a four month marketing process beginning in late September, 2019, with the launch of a phase one of a two-phase process. During Phase I, the Debtors’ (then) proposed financial advisor, Evercore L.L.P., interacted with 58 potential buyers, including 34 financial investors and 24 strategic investors. 

Of the potential buyers contacted, 28 executed non-disclosure agreements and 14 ultimately made bids (7 financial bids and 7 strategic bids), including one bid that was received late during Phase II. 

To facilitate a potential stalking horse bid, the Debtors distributed a Phase II process letter to 7 potential purchasers and conducted further, in-depth diligence with the potential purchasers. Phase II ultimately culminated, on December 16, 2019, in 5 potential purchasers submitting refined bids, each of which indicated an interest in serving as a stalking horse bidder in a chapter 11 sale process. 

The Debtors’ management and advisors evaluated each bid and, after further diligence and negotiations, ultimately selected Illuminate Buyer, LLC to act as  the  Stalking Horse Bidder."

The Motion

The Debtors' motion states, “The Debtors commenced these chapter 11 cases to facilitate a value-maximizing restructuring transaction on the terms set forth in the Restructuring Support Agreement (the ‘RSA’). The transactions set forth in the RSA will substantially deleverage the Debtors’ balance sheet and provide the go-forward credit support necessary to support the Debtors’ business after emergence. A core component of the RSA (and the Plan) is the sale of the Lummus Assets and Interests, the proceeds of which will be used to fund the Debtors’ minimum cash balance at emergence and pay down the funded obligations under the Debtors’ debtor-in-possession financing. The Debtors completed a nearly four month prepetition marketing process for the Lummus Assets and Interests, and ultimately selected Illuminate Buyer, LLC to act as the Stalking Horse Bidder, who has agreed to purchase the Lummus Assets and Interests on the terms of the Stalking Horse Purchase Agreement. The terms set forth in the Stalking Horse Purchase agreement will be subject to higher and better offers pursuant to the post-petition marketing process described herein.

Consummation of the proposed Sale is key to enabling the Debtors to reorganize around the remainder of its corporate structure, which in turn will maximize recoveries for stakeholders enterprise-wide. The Debtors have determined, in the exercise of their business judgment, that the best way to maximize the value of their assets for all stakeholders is to market-test the Stalking Horse Bid through an auction process and to expeditiously sell the Lummus Assets and Interests to the highest or otherwise best bidder pursuant to the Plan. In light of the extensive marketing process completed prepetition, the Debtors respectfully submit that the post-petition marketing process described herein is sufficient to test whether a higher or better bid is available for the Lummus Assets and Interests.”

Key Terms of the Stalking Horse Purchase Agreement

Parties: Sellers: (i) McDermott Technology (US), Inc., a Delaware corporation, (ii) McDermott Technology (Americas), Inc., a Delaware corporation, (iii) MDRT, and (iv) J. Ray Holdings, Inc., a Delaware corporation (the “Sellers”).

Purchaser: Illuminate Buyer, LLC, a Delaware limited liability company (the “Purchaser”).

Purchase Price: In consideration for the Purchased Assets and the other obligations of the Sellers pursuant to the Stalking Horse Purchase Agreement, at the Closing, Purchaser will (i) pay to Sellers (or to such Affiliate(s) of Sellers as Seller Representative may designate in writing prior to the Closing) (and Sellers (or such Affiliate(s)) will receive such amount on behalf of and for the benefit of the Seller Entities) an aggregate of two billion seven hundred twenty-five million Dollars ($2,72bn) in cash, plus (i) the an amount (which may only be a negative number or zero) equal to (a) the Closing Working Capital minus (b) -$13,9mn, plus (ii) the Closing Cash Amounts, minus (iii) the Closing Funded Debt, minus (iv) the Target Entity Transaction Expenses, minus (v) the Rollover Value, if applicable, minus (vi) Leakage (which will not, for the avoidance of doubt, include Permitted Leakage), minus (vii) the EBITDA Adjustment Amount, if any, plus (viii) the Ticking Fee, plus (ix) the final Contract Capital Amount (which may only be a negative number or zero), minus (x) the Lease Obligations; and (ii) assume the Assumed Liabilities (the “Purchase Price”)

Break-up and Expense Reimbursement: A break-up fee of $81.75mn; an expense reimbursement of up to $25.0mn; and a 1% initial minimum overbid requirement.

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The post McDermott International, Inc. – Seeks Approval for Bidding Procedures (and Frothy Bidder Protections) and APA in Respect of $2.725bn Sale of Lummus Assets to Joint Partnership Comprised of The Chatterjee Group and Rhône Group appeared first on Daily Bankrupt Company Updates | Bankrupt Company News.


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