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Extraction Oil & Gas, Inc. – Denver-Based O&G Files Chapter 11 Following Missed Bond Interest Payment and with Over $2bn in Liabilities; Will Continue to Seek Stakeholder Support for Comprehensive Restructuring

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[Developing Story] June 14, 2020 – Extraction Oil & Gas, Inc. and nine affiliated Debtors (NASDAQ: XOG; “Extraction” or the “Debtors”) filed for Chapter 11 protection with the U.S. Bankruptcy Court in the District of Delaware, lead case number 20-11548. The Debtors, an independent, Denver-based energy exploration and development company, are represented by Marc R. Abrams of Whiteford, Taylor & Preston LLC. Further board-authorized engagements include (i) Kirkland & Ellis LLP as general bankruptcy counsel, (ii) Alvarez & Marsal North America, LLC as restructuring advisors, Moelis & Company as investment banker, (iv) Petrie Partners Securities, LLC (“Petrie”) as investment banker and financial advisor and (v) Kurtzman Carson Consultants LLC as claims agent. 

The Debtors’ lead petition notes between 25,000 and 50,000 creditors; estimated assets between $1.0bn and $10.0bn; and estimated liabilities between $1.0bn and $10.0bn. The Debtors most recent 10-Q listed total assets and total liabilities of $2.7bn and $2.28bn, respectively.  Documents filed with the Court list the Debtors’ three largest unsecured creditors as (i) Wells Fargo Bank, National Association (as Trustee for $700.2mn 5.625% Senior Notes due 2026), (ii) Wells Fargo Bank, National Association (as Trustee for $400.0mn 7.375% Senior Notes due 2024) and (iii) Liberty Oilfield Services ($27.0mn trade debt).

In a press release announcing the filing, the Debtors stated: “To facilitate the Company’s swift exit from chapter 11, the Company announced it has entered into a restructuring support agreement (the 'Agreement') with certain of its unsecured noteholders. The Agreement outlines a restructuring plan that will effectuate a significant deleveraging of the Company’s balance sheet through a debt-for-equity swap, pursuant to either a standalone restructuring or a combination transaction, that will leave the Debtors’ unsecured noteholders with the majority of the Company’s equity while still providing a meaningful recovery to junior stakeholders. Though the Company was unable to obtain consensus across its entire prepetition capital structure prior to filing, the Company plans to use the chapter 11 process to build consensus for a comprehensive restructuring transaction that will allow the Company to emerge from chapter 11 with a right-sized, flexible balance sheet. ”

On May 15th, the Debtors announced that they would not make a $14.8mn interest payment on their 7.375% Senior Notes due 2024 and would avail themselves of a 30-day grace period that subsequently expired on June 14th. At the time, the Debtors advised that they would use the grace period "in order to evaluate certain strategic alternatives, none of which have been implemented at this time."

Principal Prepetition Shareholders

  • YT Extraction Co Investment Partners, LP: 14.7%
  • Yorktown Energy Partners X, L.P.: 12.7%
  • Yorktown Energy Partners IX, L.P.: 5.6%
  • Yorktown Energy Partners XI, L.P.: 3.1%
  • BlackRock, Inc.: 9.1%
  • Morgan Stanley: 8.5%
  • Goldman Sachs & Co. LLC: 7.8%
  • Dimensional Fund Advisors LP: 5.7%

DIP Financing

The Debtors have obtained a commitment for $125.0mn of debtor-in-possession (“DIP”) financing from certain of their prepetition revolving credit facility lenders and underwritten by Wells Fargo Bank, National Association (the “DIP Facility”). The DIP Facility contemplates $50.0mn of new money ($15.0mn available upon entry of an interim DIP order) and a “roll-up” of $75.0mn of prepetition revolving loans.

About the Debtors

Denver-based Extraction Oil & Gas, Inc. is an independent energy exploration and development company focused on exploring, developing and producing crude oil, natural gas and NGLs primarily in the Wattenberg Field in the Denver-Julesburg Basin of Colorado. For further information, please visit www.extractionog.com. The Company’s common shares are listed for trading on the NASDAQ under the symbol: “XOG.”

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The post Extraction Oil & Gas, Inc. – Denver-Based O&G Files Chapter 11 Following Missed Bond Interest Payment and with Over $2bn in Liabilities; Will Continue to Seek Stakeholder Support for Comprehensive Restructuring appeared first on Daily Bankrupt Company Updates | Bankrupt Company News.


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