Simpson Thacher represented JPMorgan Chase Bank, N.A. (“JPM”), as administrative agent and lender under a pre-petition RBL facility and subsequent debtor-in-possession financing facility, in connection with the bankruptcy cases of Sable Land Company (“Sable Land”) and its affiliate debtors (the “Debtors”) filed in the United States Bankruptcy Court for the Southern District of Texas. Sable Land’s chapter 11 restructuring went effective February 1, 2021, after the Bankruptcy Court confirmed the Company’s plan of reorganization at the January 29, 2021 confirmation hearing.
Following the commencement of the chapter 11 cases on June 25, 2020, Simpson Thacher guided JPM through an in-court auction process to sell substantially all of the assets of Sable Land and certain of its related debtors. The lender syndicate submitted a credit bid at the auction, which contemplated equitizing a portion of the lenders’ prepetition loans for the assets of Sable Land through a chapter 11 plan, and was subsequently chosen by the Debtors as the highest and best offer for the Debtors’ assets. Such plan was subsequently solicited to the stakeholders of the Debtors’ estates, and following significant negotiations with both the unsecured creditors’ committee and an ad-hoc group of secured and unsecured noteholders, ultimately received nearly unanimous support of the various classes of creditors. Simpson Thacher also guided the lenders through a cash-out process, wherein syndicate members were able to monetize their post-emergence share of equity during the bankruptcy process at an attractive valuation through an anonymous sale process. Additionally, JPM and the other lenders under the pre-petition RBL facility are providing exit financing in the form of a post-petition RBL of up to $315,000,000.
Bighorn Permian Resources, LLC, the successor to Sable Land, emerges from bankruptcy as an independent E&P company located in Irving, Texas. Bighorn focuses on the exploration and development of assets in the Permian Basin.
The Simpson Thacher team included Elisha Graff, Daniel Biller, Juan Gonzalez and Dov Gottlieb (Restructuring); Matthew Einbinder, Brandon Barton and Maggie Selbe (Credit); Russell Light and Tyler Robbins (Tax); Christopher May, Brad Honeycutt and Ana Sanchez (M&A); Brian Rosenzweig and Richard Ragusa (Capital Markets); Larry Moss and Eric Wolf (ECEB); Mike Isby (Environmental); and Bill Russell and Brandon Kenney (Litigation).