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2/21/2017 1 Institute for Energy Law (IEL) 68th Annual Oil & Gas Conference DELEVERAGING ENERGY COMPANIES TO SURVIVE DEPRESSED COMMODITY PRICES FEBRUARY 17, 2017 www.velaw.com Confidential and Proprietary ©2017 Vinson & Elkins LLP www.velaw.com2 This presentation is intended solely for discussion purposes. Statements of facts and opinions expressed by the presenter are those of the presenter and do not represent the opinion or recommendation of Moelis & Company LLC (“Moelis”). Moelis disclaims any liability in connection with this material and makes no representation or warranty as to the accuracy, completeness or reasonableness of the information herein. This presentation presents certain projections, forecasts or other forward-looking statements from public sources which it is assumed were prepared based on the best available estimates and judgments of the preparer. Moelis assumes no responsibility for independently verifying the information included herein. This material may include illustrative potential scenarios for future events for purposes of discussion; such events may or may not occur as hypothesized and Moelis assumes no obligation to update it or to advise any person if its conclusions have changed. This presentation is not to be relied upon by any recipient for any purpose. This material is not intended to provide the basis for any decision on any transaction and is not a recommendation with respect to any transaction. This presentation is not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any investment. Moelis does not offer tax, accounting or legal advice. Moelis provides mergers and acquisitions, restructuring and other advisory services to clients and its affiliates manage private investment partnerships. Its personnel may make statements or provide advice that is contrary to information contained in this material. Our proprietary interests may conflict with your interests. Moelis may from time to time have positions in or effect transactions in securities described in this discussion material. Moelis may have advised, may seek to advise and may in the future advise or invest in companies mentioned in this educational material. This presentation may not be reproduced, distributed or otherwise transmitted to other persons without the prior written consent of Moelis.

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Page 1: 68th IEL - Deleveraging Energy Companies to Survive Depressed … · 2017. 2. 23. · • Chapter 11 is a court-supervised restructuring of a company's business and pre-filing obligations

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1

Institute for Energy Law (IEL)

68th Annual Oil & Gas Conference

DELEVERAGING ENERGY

COMPANIES TO SURVIVE

DEPRESSED COMMODITY

PRICES

FEBRUARY 17, 2017

www.velaw.com

Confidential and Proprietary ©2017 Vinson & Elkins LLP www.velaw.com2

This presentation is intended solely for discussion purposes. Statements of facts and opinions expressed by the presenter are those of the presenter and do not represent the opinion or recommendation of Moelis & Company LLC (“Moelis”). Moelis disclaims any liability in connection with this material and makes no representation or warranty as to the accuracy, completeness or reasonableness of the information herein.

This presentation presents certain projections, forecasts or other forward-looking statements from public sources which it is assumed were prepared based on the best available estimates and judgments of the preparer. Moelis assumes no responsibility for independently verifying the information included herein. This material may include illustrative potential scenarios for future events for purposes of discussion; such events may or may not occur as hypothesized and Moelisassumes no obligation to update it or to advise any person if its conclusions have changed.

This presentation is not to be relied upon by any recipient for any purpose. This material is not intended to provide the basis for any decision on any transaction and is not a recommendation with respect to any transaction. This presentation is not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any investment. Moelis does not offer tax, accounting or legal advice.

Moelis provides mergers and acquisitions, restructuring and other advisory services to clients and its affiliates manage private investment partnerships. Its personnel may make statements or provide advice that is contrary to information contained in this material. Our proprietary interests may conflict with your interests. Moelis may from time to time have positions in or effect transactions in securities described in this discussion material. Moelis may have advised, may seek to advise and may in the future advise or invest in companies mentioned in this educational material.

This presentation may not be reproduced, distributed or otherwise transmitted to other persons without the prior written consent of Moelis.

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Confidential and Proprietary ©2017 Vinson & Elkins LLP www.velaw.com3

1. Introduction

2. Liability Management: Out-of-court Restructuring Transactions

3. Chapter 11 Overview

4. In-court Restructuring Transactions

5. Questions and Answers

OVERVIEWOUTLINE OF TODAY’S TOPICS

Confidential and Proprietary ©2017 Vinson & Elkins LLP www.velaw.com4

STRESS / DISTRESS IN THE OIL & GAS SECTOR

• Widespread commodity prices driven stress in the energy sector, with over ~130 operators (public) showing signs of balance sheet pressure 

• Many have successfully executed on out‐of‐court measures such as uptier exchanges, repurchase of debt on the open market or through negotiated transaction, and sale of assets

• Many of these companies were able to extend their liquidity runway and have seen pricing recovery on their debt issuances as commodity prices have improved over the last two months

• Others have gone through more substantial restructuring via a Chapter 11 process

• Yet others remain stressed and have not yet completed a restructuring transaction, hoping to weather the storm as commodity prices rally

Distressed E&P Companies 2015‐2017 YTD

Distressed Non‐E&P Oil & Gas Companies 2015‐2017 YTD

Currently in Ch. 11 Exited from Ch. 11 Distressed and have not Restructed2Out-of-Court Exchange Offers1

88 Total Distressed Companies 46 Total Distressed Companies

Source: Public sourcesNote: YTD as of February 13, 2017. Excludes companies with less than $50mm of liabilities or those companies that have filed for CCAA protection.1 Represents companies which have completed exchange offers and have not filed for chapter 11 and are no longer distressed2 Represents companies which are currently distressed and have neither filed nor completed an out‐of‐court exchange offer

29

24

24

1113

1012

11

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CHAPTER 11 FILINGS PEAKED IN 2016

Commodity Pricing Forecasts(1) In‐Court Restructurings ($BN Liabilities)(2)

Source: U.S. Energy Information Administration, Wall Street Research, Capital IQ and Bloomberg1. Strip and consensus pricing as of February 13, 20172. Includes all Chapter 11 filings with at least $50 million in liabilities

$55.50$56.30 $56.15$56.20

$55.00 $60.00  $60.00 

$66.00 

$0

$20

$40

$60

$80

$100

$120

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

($/Bbl)

Historical Strip Consensus

$0.1

$2.0 $2.9 $1.0

$11.1 $6.6 $4.8

$34.2

$6.9 $4.7 $6.1

1

4 4 5

6

11

6

18

9

11

6

0

2

4

6

8

10

12

14

16

18

20

$0

$10

$20

$30

$40

$50

1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17

Nu

mb

er of DealsL

iab

ilit

ies

($ b

illi

ons)

E&P OFS Midstream # of Cases

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922

275 317

1,117

149 302

59

1,100

405 448 550 692

370 295 75 105

50 192

60

39%

50%

27%

51%

27%

45%

10%

68% 56%

46% 50%

47%

31%

53%

6%

31%

52%

0%

10%

20%

30%

40%

50%

60%

70%

80%

0

500

1,000

1,500

2,000

2,500

3,000

3,500

Proposed Restructured Indebtedness Emergence Debt to CapPrepetition Indebtedness

$ in millions

5,969

4,192 4,141

2,892 2,770 2,759

2,045 1,796 1,733 1,600 1,600 1,592 1,428 1,231 1,188 1,158 1,020 950 439

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

SUBSTANTIAL DEBT REDUCTION IN O&G COMPANIES RESTRUCTURED VIA CHAPTER 11

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Confidential and Proprietary ©2017 Vinson & Elkins LLP www.velaw.com7

• Exchange and Tender Offers

– Exchange Offers:

• The company’s creditors agree to exchange their existing bonds for another class of debt or equity securities. Companies will often seek to exchange their securities to extend maturities, reduce outstanding debt, or convert debt into equity.

• Recent debt exchange transactions have broadly fit into two categories: (i) private exchanges (not subject to tender offer rules) and (ii) “public” exchange offers (subject to tender offer rules).

– Tender Offers:

– The company’s creditors agree to sell their debt securities to the company for set cash price.

– Consent Solicitations and Exit Consents:

• Exit consents can be used to modify or eliminate covenants in the old debt securities, providing additional incentive for holders to exchange.

• Indenture will govern how these modifications can be implemented (typically majority for covenant amendments).

OUT-OF-COURT RESTRUCTURING TRANSACTIONSLIABILITY MANAGEMENT

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• Exchange and Tender Offers (cont.):

– Private Exchange :

• An issuer may conduct private exchanges by approaching a limited number of bondholders for direct, negotiated exchanges. Offers execution flexibility, confidentiality, limited documentation requirements and speed.

• May not be possible under indenture and covenants.

• Investors must agree to keep information confidential for a limited period of time.

• Risks alienating unsolicited holders.

• Avoids public tender offer securities requirements (no 20 business day requirement).

• Can be structured to avoid securities registration requirements.

OUT-OF-COURT RESTRUCTURING TRANSACTIONSLIABILITY MANAGEMENT

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• Exchange and Tender Offers (cont.):

– Public Exchange Offer:

• An issuer may offer the exchange to all eligible holders or select “qualified holders.”

• Could result in better outcome for issuer (more potential participants).

• More burdensome documentation requirements (i.e. typically require a full offering memorandum).

• Applicable securities laws require broadly offered public securities to be open for at least 20 business days.

• Pure cash tender offers may only be required to be open for a shorter period of time.

• Risk of a public failure.

• Can be structured to avoid securities registration requirements (via 4(a)(2), 144A, Reg–S, and 3(a)(9) exempt offers).

OUT-OF-COURT RESTRUCTURING TRANSACTIONSLIABILITY MANAGEMENT

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• Exchange and Tender Offers (cont.):

– The Trust Indenture Act: The right for a bondholder to receive principal and interest payments may not be modified without the consent of each bondholder:

• May not be contracted around except to the extent that a provision may allow holders of at least 75% in outstanding dollars to consent to postpone interest payments for up to three years.

• Marblegate Asset Management, LLC v. Education Management Finance Corp., (15-2124): In January 2017, the United States Court of Appeals for the Second Circuit reversed a district court decision and held that TIA only applies to the legal right to “to core payment terms”–such as principal amount, interest rate and maturity date.

• Certain bonds may not be subject to the TIA.

OUT-OF-COURT RESTRUCTURING TRANSACTIONSLIABILITY MANAGEMENT

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• Exchange and Tender Offers (cont.):

– Tax Considerations:

• Cancellation of indebtedness income.

• Publicly traded.

• Operating losses (AMT considerations).

• Partner-level income recognition.

• Original issue discount.

• FIRPTA Withholding on convertible notes.

OUT-OF-COURT RESTRUCTURING TRANSACTIONSLIABILITY MANAGEMENT

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• Debt Issuance:

– Issue new debt and use the proceeds to pay down some or all of existing debt.

– The influx of new cash can potentially alleviate liquidity strain and near-term challenges.

– Depends on market/industry conditions.

– Potentially limited by existing debt documents which could require existing lender consent to an issuance of new debt and/or an early pay down of existing debt.

– Tax Considerations:

• A cancellation of debt (CODI) at a discount can be considered income and potentially have adverse tax consequences.

– Costs:

• Underwriter Fees: Will reduce economic advantages of a new debt or equity issuance particularly if fully backstopped/committed.

• Make-Whole Provisions: Bonds often have a provision which allows the issuer to pay off the outstanding debt early (refinance) but only by paying a substantial make-whole premium to existing bondholders.

OUT-OF-COURT RESTRUCTURING TRANSACTIONSLIABILITY MANAGEMENT

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• Equity Issuance:

– The sale of new equity in the company to raise capital.

– Types of equity issuance:

• Common Equity: Partial ownership of the company is sold to investors who share in the same rights as existing equity holders.

• Preferred Equity: New equity investors can be granted preferred rights such as preferred voting rights, preferred dividend distribution rights, downside protection dividend distribution rights and/or convertible preferred equity rights (the right to convert preferred equity to common equity), and priority over other equity holders in bankruptcy.

• Rights Offering: Existing equity holders are offered the right (option) to purchase newly issued equity, generally at a market discount price.

– Can be an effective way to raise capital and improve liquidity and deleverage the balance sheet.

– Contingent on market and industry conditions, may require adjustments to current corporate control structure, and may require consent of existing equity holders.

OUT-OF-COURT RESTRUCTURING TRANSACTIONSLIABILITY MANAGEMENT

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• Chapter 11 is a court-supervised restructuring of a company's business and pre-filing obligations.

– Management and the board typically stay in control.

– Chapter 11 is not intended to be a liquidation; instead, the debtor generally continues operating its business in the ordinary course and emerges with a stronger balance sheet.

• Some debtors in this cycle have used Chapter 11 to liquidate or sell assets for the benefit of its creditors.

• Goals of a Chapter 11 Case:

– The goal of a Chapter 11 case is to obtain bankruptcy court approval of a “plan of reorganization,” which governs the treatment of claims against, and interests in, the debtor.

– Once approved by the bankruptcy court, the plan of reorganization becomes a binding contract between the company and the creditors.

WHAT IS CHAPTER 11?CHAPTER 11 OVERVIEW

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• Types of Transactions Consummated in Chapter 11:

– Standalone Chapter 11 plan.

– Asset sales.

– Combination: sell non-core assets and use the sale proceeds to facilitate a Chapter 11 plan and reorganize.

WHAT IS CHAPTER 11?CHAPTER 11 OVERVIEW

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• Automatic Stay:

– Upon filing for Chapter 11, the debtor obtains an automatic stay which prevents creditor actions to collect prepetition debts or exercise remedies against the debtor’s estate for the length of the Chapter 11 case.

• In most cases, the court will establish a deadline for creditors to file proofs of their claims against the debtor’s estate.

– The automatic stay also prevents the commencement or continuation of any litigation against the debtor (outside of the Chapter 11 case).

– If a movant shows “cause,” the bankruptcy court can authorize exceptions to the automatic stay.

• The Bankruptcy Code also establishes certain exceptions to the automatic stay (i.e., tax proceedings).

• Discharge of Liability – a “Fresh Start”:

– The debtor generally obtains an opportunity to restructure or cancel certain obligations upon confirmation of the plan of reorganization.

BENEFITSCHAPTER 11 OVERVIEW

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• Holdouts:

– The debtor is able to bind holdouts to a plan of reorganization if requisite consents are received.

– Companies will frequently utilize the threat of filing for Chapter 11 as a mechanism for implementing out-of court restructuring transactions.

• Prepetition Contracts:

– The Bankruptcy Code enables a debtor to eliminate ongoing obligations under unprofitable contracts and leases by rejecting such agreements.

– Rejection can occur through motion or through a Chapter 11 plan.

– Any damages are treated as prepetition obligations that share equally with other prepetition unsecured creditors.

– The Bankruptcy Code caps certain unsecured claims (i.e., employment contracts, unexpired leases).

BENEFITSCHAPTER 11 OVERVIEW

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• Life in the “fish bowl”:

– The debtor is under scrutiny and its freedom to operate is more restricted.

– The debtor’s ability to pay prepetition debts is very limited and requires adherence to the Bankruptcy Code and bankruptcy court approval.

– The debtor’s disclosure obligations are heightened.

– The debtor’s activities are highly scrutinized, including by creditors and the bankruptcy court.

– The debtor must obtain court approval to consummate certain business transactions outside of the ordinary course of business.

– The debtor’s administrative costs are increased.

BURDENSCHAPTER 11 OVERVIEW

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• Chapter 11 cases typically take one of three forms:

– A traditional case, in which the debtor enters Chapter 11 without an agreed-upon exit strategy.

– A prearranged case, in which the debtor negotiates the terms of a restructuring with certain key constituencies prior to filing and intends to solicit votes after filing the case.

– A prepackaged case, in which the debtor reaches agreement on the plan terms and solicits votes from key constituencies prior to filing the case.

TYPES OF STANDALONE CHAPTER 11 PLANSCHAPTER 11 OVERVIEW

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• Plan Support Agreement (also known as Restructuring Support Agreements/RSAs or Lock-up Agreements):

– In connection with a prearranged case or a prepackaged case, the debtor frequently enters into an agreement setting forth the terms of a plan of reorganization with some or all of the debtor’s stakeholders.

– This agreement binds these stakeholders to vote in favor of the proposed plan.

– A Plan Support Agreement typically contains a robust fiduciary out for the debtor's directors and officers to terminate the Plan Support Agreement if warranted under the circumstances.

– Often contemplates debt to equity recapitalization.

– Key considerations in energy cases may be expanded to include assets preservation, regulatory considerations and exit financing.

TYPES OF STANDALONE CHAPTER 11 PLANSCHAPTER 11 OVERVIEW

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Traditional Chapter 11 Timeline

TYPES OF STANDALONE CHAPTER 11 PLANSCHAPTER 11 OVERVIEW

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Prearranged Chapter 11 Timeline

TYPES OF STANDALONE CHAPTER 11 PLANSCHAPTER 11 OVERVIEW

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Prepackaged Chapter 11 Timeline

TYPES OF STANDALONE CHAPTER 11 PLANSCHAPTER 11 OVERVIEW

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TYPES OF STANDALONE CHAPTER 11 PLANSCHAPTER 11 OVERVIEW

Types of Chapter 11 Cases

Traditional Prearranged Prepackaged

Debtor can employ the full array of operational restructuring tools (e.g., non-core asset sales, contract rejections), while protected by the automatic stay

Quicker than Traditional Quickest, cheapest, and most certain

Shorter prepetition process than a prepackaged case

Positive message to key constituents that the process is a tool to create a sustainable capital structure

Management board may be able to retain control

Non-RSA stakeholdersmore likely to object and litigate

Lengthy prepetition process at a time where liquidity may be constrained

Delay and cost Benefits are generally limited to restructuring of funded debt

Protracted litigation Potential for delay and high costs

Solicitation must comply with securities laws

Signals uncertainty

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• “Cramdown” – Confirming a Plan over Objections:

– The Bankruptcy Code permits the confirmation of plans of reorganization that maynot be acceptable to all classes of creditors.

– “Cram-up” means putting the “cram” on a creditor class or classes higher in thecapital structure, often the senior secured lender (e.g., the Momentive ruling).

– “Cramdown” means putting the “cram” on a creditor/equity class or classes lowerin the capital structure, often the unsecured creditors and old equity.

– General key features to invoke the cramdown power:

• At least one impaired class must vote to accept the plan.

• The plan must be “fair and equitable” and must not unfairly discriminate amonglike creditors.

• Secured creditors are entitled to receive the value of their collateral, retain theirliens, and be paid a rate of interest determined by the Bankruptcy Court unlessthey consent to an alternative.

• Senior creditors must receive property equal to the allowed amount of theirclaims as of the plan effective date before junior creditors can receive anything.

CONFIRMING ON A PLANCHAPTER 11 OVERVIEW

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• Who votes?

– Classes that are receiving a recovery, but not a full recovery with their contractual or right to payment unaffected, are “impaired” and entitled to vote.

– For a class of holders of claims to approve the Plan, at least 50% in number and at least 2/3 in dollar amount of voting creditors must vote in favor of the Plan.

– For a class of holders of interests (i.e., equity holders) to approve the Plan, at least 2/3 in amount of voting interests must vote in favor of the Plan.

• Who does not vote?

– Classes that receive a 100% recovery and are “unimpaired” are automatically deemed to accept the Plan.

– Classes that do not receive any property at all are impaired and are automatically deemed to reject the Plan.

– Administrative and priority tax creditors, who are unimpaired and receive full recovery, do not vote because their claims can only be compromised with consent, on a creditor-by-creditor basis.

VOTING ON A PLANCHAPTER 11 OVERVIEW

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• Debt to Equity Conversion:

– The debtor’s creditors generally agree to cancel some or all of the debt in exchange for equity in the newly restructured company.

– Creditors which do not agree can vote against the plan but can potentially be crammed.

– Generally, a secured creditor class cannot be forced to convert its debt into equity.

• Debt to Equity Exchanges with a Rights Offering for New Equity:

– In addition to the debt for equity exchange, a rights offering may be included to purchase newly issued securities of a reorganized debtor.

– In a typical rights offering, the rights are offered to creditors (or less frequently, equity holders) to purchase securities issued by the reorganized debtor upon emergence from bankruptcy based on the size of their claims.

– Frequently offered at a discount to plan value.

– Provides additional liquidity to fund plan distributions and post-effective date operations.

– May be implemented without Chapter 11 in an out-of-court restructuring.

OVERVIEWIN-COURT RESTRUCTURING TRANSACTIONS

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• Debt to Equity Exchange with Warrants to Existing Equity:

– In addition to the debt to equity exchange, existing equity is given warrants (at a specified strike price) in the new company in exchange for supporting the plan and granting releases.

– Facilitates distribution without requiring solicitation.

OVERVIEWIN-COURT RESTRUCTURING TRANSACTIONS

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DEBT TO EQUITY CONVERSIONIN-COURT RESTRUCTURING TRANSACTIONS

Creditor Prepetition Debt (approx.) Equity In New Company

Second Lien Notes $1.45 Billion 84% subject to MIP dilution

EGC Unsecured Notes

$732 Million (plus $947 Million face value repurchased and retired bonds and $471 Million of repurchased but not retired bonds)

12% + warrants subject to MIP dilution

EPL Unsecured Notes

$213 Million (plus $30 Million face value repurchased and retired bonds and $267 Million of repurchased but not retired bonds)

4% + warrants subject to MIP dilution

EXXI 3% Senior Convertible Notes

$363 Million $2 million in cash

MIP N/A Up to 5% on a fully diluted basis.

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DEBT TO EQUITY EXCHANGES WITH A RIGHTS OFFERING FOR NEW EQUITYIN-COURT RESTRUCTURING TRANSACTIONS

Creditor Prepetition Debt (approx.)

Recovery

Prepetition Credit Agreement $444 Million Cash + roll over into exit facility

Prepetition Notes $1.21 Billion >99% new equity (subject to dilution) + Noteholder subscription rights

General Unsecured Claims $5 Million <1% new equity (subject to dilution)+ GUC subscription rights

MIP N/A 7% new equity on a fully diluted basis

• Prepetition Notes Rights Offerings:

• A $50 million rights offering backstopped by certain noteholders. Unsecured noteholders subscription rights determined based on their pro rata share of prepetition notes.

• A $10 million rights offering to GUCs. GUC subscription right determined based on their pro rata share of allowed claims.

• Existing equity holders receive no distribution. (Note: existing equity holders at the subsidiary level are unimpaired).

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DEBT TO EQUITY EXCHANGE WITH WARRANTS TO EXISTING EQUITYIN-COURT RESTRUCTURING TRANSACTIONS

Creditor Prepetition Debt (approx.)

Recovery

Term Loan Facility $290 Million Cash + roll over into exit facility

ABL Credit Facility $39 Million Cash + outstanding letters of credit to be cash collateralized, backstopped and/or replaced with new letters of credit

Senior Notes $675 Million 100% of new equity

Existing Equity N/A Warrants

• Warrants to Existing Equity: For the purposes of the plan, the reorganized debtor was valued at $450 million. Existing equity received 4-year warrants and 5-year warrants at an equity valuation of $800 million and $1 billion respectively, totaling 5% equity in the new company.

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CHALLENGES IN RESTRUCTURING A COMMODITY BASED BUSINESSIN-COURT RESTRUCTURING TRANSACTIONS

• In August 2015, Samson Resources negotiated an RSA with its second lien lenders.

– Under the RSA, the second lien lenders would own substantially all equity in the new company in a debt for equity swap.

– Critically, the second lien lenders would make a $450 million new money investment which would pay out the senior debt.

• In September 2015, Samson Resources filed for Chapter 11.

• Between September 2015 and December 2015:

– The Henry Hub Natural average Gas Spot Price per Million Btu declined from $2.66 to $1.93.

– The average price per crude barrel of oil declined from $46.28 to $36.57.

• In December 2015, with energy prices in decline, Samson Resources told the court: “a commitment for a new money investment at the size previously contemplated, and anticipated recoveries to certain creditors[] are likely no longer feasible.”

• Samson Resources is currently seeking confirmation of a revised Chapter 11 plan incorporating a global settlement after divesting certain assets during the case.

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CHALLENGES IN RESTRUCTURING A COMMODITY BASED BUSINESSIN-COURT RESTRUCTURING TRANSACTIONS

• In March-April 2016, crude oil averaged approximately $38 per barrel, and the company’s unsecured noteholders were not interested in organizing.

• In April 2016, the company entered into an RSA with majority in dollar amount of its second lien noteholders.

• On April 14, 2016, the company filed for Chapter 11.

• In June 2016, crude oil averaged nearly $48 dollars per barrel.

• In June-July 2016, the unsecured noteholders organized and commended protracted litigation centered on valuation and pursued a myriad of legal arguments based on the company’s complex capital structure.

• In October 2016, the RSA terminated due to missed milestones resulting from the delay caused by extensive litigation.

• In November 2016, the company announced a global resolution with all creditor groups.

• The company exited from Chapter 11 on December 30, 2016.

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Questions & Answers

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David is a partner in Vinson & Elkins’ Restructuring and Reorganization group. His practice involves representing debtors, creditors, equity holders and investors in all aspects of complex corporate restructurings, including chapter 11 cases, out-of-court restructurings and special situation investments and acquisitions. David also advises boards of directors and senior management of financially troubled companies regarding fiduciary duties, restructuring strategies and considerations, operating in chapter 11, and negotiating and structuring financings and other commercial transactions.

David was named a New York "Rising Star" by Super Lawyers magazine in 2014–2016 in the area of bankruptcy and creditor rights for his restructuring practice.

Experience Highlights

• Energy XXI, the largest independent offshore E&P company operating in the Gulf of Mexico, in connection with its pre-negotiated chapter 11 cases filed in Houston, Texas

• Goodrich Petroleum, a publicly traded exploration and production company, in connection with out-of-court restructuring efforts and its chapter 11 cases

• A master limited partnership principally engaged in owning and managing mineral reserve properties in connection with its restructuring efforts

• A confidential bidder in connection with SunEdison’s chapter 11 cases

• Highbridge Principal Strategies in connection with Shoreline Energy’s restructuring efforts and its chapter 11 cases

• Cloud Peak Energy, a leading producer and marketer of coal, in connection with its out-of-court restructuring

• Rice Energy Inc., an oil and gas exploration and production company, in connection with its stalking horse asset purchase agreement with a subsidiary of Alpha Natural Resources, Inc., to acquire certain assets in central Greene County, Pennsylvania through Alpha's chapter 11 cases

• Sanjel Corp., an oilfield services company headquartered in Canada, in connection with its chapter 15 case filed in the Western District of Texas and the sale of substantially all of the company's U.S. assets

DAVID S. MEYER PARTNER

New York

+1.212.237.0058

[email protected]

BIOGRAPHY

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Additional Experience

• Sundevil Power Holdings LLC, a merchant power company, in connection with the sale of its power block assets in its chapter 11 case filed in Delaware

• The Houston Astros in connection with the involuntary chapter 11 case commenced against the Houston Regional Sports Network and the launch of Root Sports Southwest

• Patriot Coal, a leading producer and marketer of coal in the eastern United States with several active mining complexes in West Virginia, in connection with its chapter 11 cases

Insights

• RBC Capital Markets' Global Energy and Power Executive Conference, "Down and Dirty of Bankruptcy, Credit Risk and Landscape," June 2016 (speaker)

• Goldman Sachs Energy Restructuring Conference, March 2016 (speaker)

• "Key Considerations in Distressed Upstream M&A," V&E Energy Series, February 2016 (panelist)

• Business Boot Camp, Brooklyn Law School, January 8, 2013; January 9, 2014 (panelist)

Education

• Brooklyn Law School, J.D., 2007 (Associate Managing Editor, Brooklyn Journal of International Law)

• Bates College, B.A., Political Science, 2003

• Admitted to Practice: Connecticut; New York

Recognition

• Selected to the New York Rising Stars list, Super Lawyers (Thomson Reuters), 2014–2016

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Bassam Latif is a Managing Director at Moelis & Company. Mr. Latif has over 16 years of investment banking experience advising companies, sponsors and a variety of creditor groups on recapitalizations, restructurings and strategic advisory transactions. He has completed transactions across a broad range of industries including oil & gas, shipping & transportation, infrastructure and industrials. Prior to joining Moelis & Company, Mr. Latif was a member of the restructuring group at Rothschild.

Mr. Latif holds a B.Sc. in Mechanical Engineering and a B.A. in Economics from Rice University and an M.B.A. from Columbia University.

BASSAM LATIFMANAGING DIRECTOR

Houston

+1 713 343 6422

[email protected]

BIOGRAPHY

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