New Chapter 11 Bankruptcy Filing - Weatherly Oil & Gas LLC

Weatherly Oil & Gas LLC

February 28, 2019

Restructuring in the oil and gas space has been quiet of late but we here at PETITION suspect that may change very soon. While oil has been on the rise (in the mid-60s at the time of this writing) — and there are both potential political and supply-side roadblocks growing domestically that may help push prices upward — there nevertheless appear to be cracks forming. We’ve been noting that Jones Energy ($JONE), Sanchez Energy Corporation ($SN), Southcross Energy Partners LP ($SXEE), and Vanguard Natural Resources all look distressed and headed towards chapter 11 bankruptcy filings (or a chapter 22 filing, as the case may be with Vanguard). Recent price action for several other companies also reflects some doubt about the oil and gas space.

Take, for instance, Alta Mesa Holdings LP ($AMR). Per The Houston Chronicle:

Houston oil and gas company Alta Mesa Resources is struggling to stay afloat, laying off roughly one-fourth of its employees and writing down the value of its assets by $3.1 billion because of admitted failures in its financial reporting.

The company's three top executives, CEO Hal Chappelle, Chief Operating Officer Michael Ellis and Chief Financial Officer Michael McCabe, resigned abruptly a few weeks ago.

The company disclosed in an SEC filing that the write-down stems from “ineffective internal control over financial reporting due to an identified material weakness.” We’re conjecturing here, but that sure sounds like diplomatic Texan for “we effed up pretty badly…perhaps even fraudulently.” Consequently, the plaintiffs’ lawyers are circling this puppy like vultures and, well, this:

Indeed, the company’s $500mm 7.875% senior unsecured bonds due 2024 got UTTERLY HOUSED, dipping down over 40% in a week and approximately 50% versus a month ago. This chart is BRUTAL:

Source: TRACE

Source: TRACE

We’ll take a deeper dive into Alta Mesa soon for our Members: if you’re not a Member well, we hope you revel in ignorance.

The price action of once-bankrupt Chaparral Energy Inc. ($CHAP) is also notable: it saw its stock collapse over 20% and its $300mm 8.75% senior unsecured notes due 2023 fall nearly 17%. More debt BRUTALITY here:

Source: TRACE

Source: TRACE

Long trips to Texas.

Here, Weatherly Oil & Gas LLC is an oil and gas acquisition and exploration company focused on Arkansas, Louisiana and Texas; it operates over 800 well bores (over half shut-in or non-producing) on 200k net acres. The company blames continued low commodity prices and fundamentally changed lending practices for its bankruptcy. Specifically, the company notes:

Lending practices moved from a reserves-based approach to a cash-flow based approach, limiting access to capital growth and forcing the Debtor to utilize free cash flow to pay down senior debt instead of making other capital expenditures.

Without capital and with an expensive production focus, the company struggled in the face of a glut of competition.

The company has a transaction support agreement pursuant to which it intends to sell its assets to multiple purchasers and then pursue a plan of liquidation. Angelo Gordon Energy Servicer LLC, the company’s prepetition lender, will provide a $1mm DIP to fund the cases. Halliburton Energy Services is the company’s largest unsecured creditor with an approximate $2.9mm claim.

  • Jurisdiction: S.D. of Texas (Judge Isgur)

  • Capital Structure: $90.2mm term loan (Angelo Gordon Energy Servicer LLC)

  • Professionals:

    • Legal: Jackson Walker LLP (Matthew Cavenaugh, Kristhy Peguero, Vienna Anaya)

    • Financial Advisor/CRO: Ankura Consulting Group LLC (Scott Pinsonnault)

    • Marketing Agent: TenOaks Energy Partners LLC

    • Claims Agent: Epiq Corporate Restructuring LLC (*click on the link above for free docket access)

  • Other Parties in Interest:

    • Prepetition Term Lender & DIP Lender ($1mm): Angelo Gordon Energy Servicer LLC

      • Legal: Vinson & Elkins LLP (Harry Perrin, David Meyer, Steven Zundell, Michael Garza)

    • Buyer: BRG Lone Star, Ltd.

    • Buyer: EnSight IV Energy Partners, LLC

    • Sponsor: Weatherly East Texas LLC

      • Legal: Kirkland & Ellis LLP (Gregory Pesce, Brett Newman)

New Chapter 11 Filing - Augustus Energy Resources LLC

3/16/18

Augustus Energy Resources is a privately-owned natural gas E&P company based in Billings, Montana; its primary assets are operating and non-operating working interests in approximately 1575 natural gas wells in eastern Colorado, the aggregation of which arises out of various acquisitions from Berry Petroleum Company and Rosetta Resources. 

The company filed for bankruptcy because the collapse in the market price of natural gas left it in a position where it couldn't (i) devote the capital necessary to maintain and grow its business, (ii) service its balance sheet and (iii) get access to credit. Indeed, the falling natural gas price led to multiple redeterminations of the borrowing base in the company's Wells Fargo-provided senior secured credit facility. Moreover, the company became the subject of a class action lawsuit accusing it of improperly charging royalty owners of certain post-production processing and transportation costs. This complicated an attempted out-of-court sale process of the company.

The company has filed for bankruptcy, therefore, to pursue a sale to a proposed stalking horse bidder, OWN Resources Inc. 

  • Jurisdiction: D. of Delaware 
  • Capital Structure: $14.4mm debt (Wells Fargo Bank NA)    
  • Company Professionals:
    • Legal: Davis Graham & Stubbs LLP (Christopher Richardson, Thomas Bell, Kyler Burgi) & (local) Sullivan Hazeltine Allinson LLC (William Sullivan, William Hazeltine)
    • Investment Banker: TenOaks Energy Advisors LLC
    • Claims Agent: JND Corporate Restructuring (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Sponsor: Kayne Anderson Capital Advisors LP 
  • Wells Fargo Bank NA
    • Legal: Vinson & Elkins LLP (William Wallander, Matthew Pyeatt) & (local) Womble Bond Dickinson (US) LLP (Ericka Johnson, Morgan Patterson)
  • Stalking Horse Bidder: OWN Resources Inc.
    • Legal: Husch Blackwell LLP (Lynn Butler)