Simpson Thacher is representing Dixie Electric, LLC and its affiliates (the “Company”) in its Chapter 11 pre-packaged bankruptcy proceeding filed on November 2, 2018 in the Bankruptcy Court for the District of Delaware. The Company has commenced the Chapter 11 proceeding to effectuate the transactions contemplated under a restructuring support agreement (the “RSA”) entered into on October 26, 2018 with, among others, over 67% of its secured loan lenders (the “Secured Lenders”), its unsecured loan lender (the “Unsecured Lender”) and its equity holder.
The RSA sets forth the key terms of a comprehensive, balance sheet restructuring that will result in the Secured Lenders receiving 98.25% of the equity in reorganized Dixie and the Unsecured Lender receiving the remaining 1.75% (in each case subject to dilution by a management incentive plan) in exchange for the extinguishment of approximately $295 million in principal amount of such secured and unsecured debt. Moreover, certain Secured Lenders have agreed under the RSA to extend new money term loans under an up to $17.5 million debtor-in-possession facility (the “DIP Facility”), subject to court approval, to be used to fund working capital expenses and the costs associated with the restructuring process. The DIP Facility will convert into loans outstanding under a $30 million exit facility upon emergence, with $12.5 million of additional new money term loans available upon emergence. The restructuring is anticipated to be consummated in or around December 2018.
Dixie, dba Expanse Energy Solutions, is an innovative leader in the oil, gas and industrial services sectors, facilitating upstream, midstream and downstream operations in the nation’s most prolific energy producing regions. Dixie excels in providing local service capabilities, efficient supply chain management and around-the-clock maintenance capabilities to the oil, gas and power industries.
The Simpson Thacher team includes Elisha Graff, Kathrine McLendon, Nicholas Baker, Edward Linden and David Baruch (Restructuring and Bankruptcy); Christopher May and Jacqui Bogucki (M&A); Alden Millard, Mike Vernace, Kyle Spies and Leah Nudelman (Banking and Credit); Rise Norman and Conor Colasurdo (Capital Markets); John Creed and Tyler Robbins (Tax); Larry Moss (ECEB); Adeeb Fadil and Timothy Mulvihill (Environmental); and Andrew Pagliughi (Blue Sky).