Each one in plain English, with the numbers worked through for a shareholder.
26 Apr 2021business combination▼ BadMajor
The plan took effect on April 23, 2021 and Sundance emerged from Chapter 11, as expected after the April 19 confirmation. All old common stock was cancelled with no distribution, and the company filed a Form 15 to deregister and stop filing SEC reports. The DIP loan and the second lien term loan were paid off by issuing new stock (245,513 shares to DIP claim holders and 400,000 shares to term loan claim holders), and a new $250 million-capacity revolver (initial borrowing base $107.5 million, TD as agent) plus a $30 million term loan, both maturing April 23, 2024, were put in place.
On April 19, 2021 the bankruptcy court confirmed Sundance's prepackaged Chapter 11 plan, the plan set out in the March restructuring agreement. Under it, all existing common stock is cancelled on the plan's effective date with no distribution to holders, and the company stops being publicly traded. Term loan lenders get 61.9662% and DIP lenders 38.0338% of the new stock (before a 6% management plan), and revolver lenders get new exit loans plus cash paydown. The plan has not yet taken effect, and the company notes no assurance it will be completed.
Sundance signed a junior secured debtor-in-possession loan agreement dated March 11, 2021 with Morgan Stanley Capital Administrators as agent, for up to $50,000,000. It bears interest at the LIBO rate (1.00% floor) plus 8.00%. The court approved the terms and the company drew $10,000,000 initially, with up to $35,000,000 more available after final court approval and when the plan takes effect, and $5,000,000 more with lender consent. The loan matures at the earliest of June 14, 2021, the plan's effective date, or acceleration. This funds the Chapter 11 case described in the earlier restructuring agreement.
Sundance and its subsidiaries filed Chapter 11 on March 9, 2021 in the Southern District of Texas (Case No. 21-30882). On March 10 Nasdaq told the company its stock will be delisted at the open on March 19, 2021, and the company does not plan to appeal. It expects trading to move to the Pink Open Market, with no assurance of continued quotes or adequate trading. The bankruptcy court also approved procedures restricting certain stock transfers and worthlessness tax deductions, which are effective immediately.
On March 9, 2021, Sundance and all its subsidiaries signed a Restructuring Support Agreement with revolver and term loan lenders for a prepackaged Chapter 11 plan, resolving the lender defaults and forbearance that had been dragging on. Under the proposed plan, the existing common stock would be cancelled with no payment to current shareholders, the term loan lenders would receive 61.9662% and the new junior financing (DIP) lenders 38.0338% of the new stock (before a 6% management plan), and the company would stop being publicly traded. A $45.0 million DIP loan (up to $50.0 million) would fund the cases. The agreement sets a target of confirming the plan within 45 days of filing. These are proposed terms, not yet approved by the court.
The revolver lenders agreed on December 30, 2020 to permanently waive Sundance's failure to deliver, by December 23, a forbearance agreement from its second lien term loan lenders. This keeps the December 18 forbearance in place. However, the company said it chose not to pay roughly $7 million of interest due December 31, 2020 on the second lien term loan. The grace period ends January 6, 2021, after which term loan lenders may demand immediate repayment and a cross-default under the revolver will be triggered. This worsens the debt problems from the December forbearance.
On December 18, 2020, Sundance signed a forbearance agreement with its revolver lenders (TD as agent), under which they agree not to enforce remedies over certain defaults until the earlier of February 7, 2021 or specified events. The borrowing base can be redetermined at any time, and the letter of credit sublimit was cut from $25.0 million to $20.0 million. If it ends with defaults uncured, lenders could accelerate the loans, so the earlier waivers were not a lasting fix.
Sundance corrected the signing dates of limited waivers from its revolver and second lien term loan lenders, now May 15, 2020 instead of May 8 and May 11. The waivers still take effect retroactively from April 29, 2020 and other terms are unchanged. The filing shows the company had defaults under both facilities, as disclosed in its 10-K.
Nasdaq told Sundance on April 13, 2020 that it no longer met listing rules because it had not filed its 2019 annual report (10-K); the company cites COVID-19 disruption. It has until June 12, 2020 to submit a plan, and Nasdaq can allow until September 28, 2020 to regain compliance. The stock continues to trade on Nasdaq for now.
On January 13, 2020, Sundance amended its bank revolver and second lien term loan after the redomiciliation. The revolver's borrowing base rose from $170 million to $210 million (elected commitments $190 million; maximum credit amount $500 million), TD replaced Natixis as agent, and the leverage limit was set at 3.5 to 1.0. The term loan amendment switched accounting standard to U.S. GAAP and added LIBOR replacement terms.
On November 26, 2019, Sundance moved its parent company from Australia to Delaware. Holders got 1 new Sundance Energy Inc. share per 100 old ordinary shares (1 per 10 ADSs), and it kept trading on Nasdaq as SNDE. The new company became successor issuer and guarantor of the revolver and term loan, with McCrady and Anderson staying on as CEO and CFO.
Sundance Energy Australia Limited, the ASX-listed parent, filed to end its U.S. reporting duties. It says it dropped the planned U.S. offering (withdrawn April 18, 2014, no securities sold) due to market conditions. Its shares stay listed on the ASX, which carried about 97.6% of trading; it reports 34 U.S. record holders. This closes the 2013-2014 U.S. registration thread.
