EMERGE ENERGY SERVICES LP Item 1.03 Bankruptcy or Receivership.
As previously disclosed on
Plan of Reorganization
The following is a summary of the material terms of the Plan. This summary highlights only certain substantive provisions of the Plan and is not intended to be a complete description of the Plan. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan. This summary is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
The Plan provides for the following treatment of claims against and interests in the Partnership:
† Holders of claims under the
Partnership's Second Amended and
Restated Revolving Credit and Security
Agreement, dated as of January 5, 2018 ,
by and among the Partnership, the
Debtors party thereto, PNC Bank,
National Association , as administrative
agent and collateral agent, and the
financial institutions from time to
time party thereto, will be paid in
full in cash from the proceeds of the
Exit Facility Loans (as defined in the
senior secured asset-based revolving
credit and security agreement, by and
among the Partnership, the Debtors
party thereto, HPS Investment Partners,
LLC , as administrative agent and
collateral agent and the financial
institutions from time to time party
thereto (the "Exit Facility")) on the
date when all the conditions to
effectiveness of the Plan have been
satisfied or waived (the "Effective
Date");
† Holders of claims under the
Partnership's debtor-in-possession
credit and security agreement, the
Partnership previously entered into
with the Debtors party thereto, HPS
Investment Partners, LLC , as
administrative Agent, and the lenders
party thereto (the "DIP Credit
Agreement"), will be (a) paid in full
in cash from the proceeds of the Exit
Facility Loans on the Effective Date or
(b) receive such other treatment as
agreed with the Debtors;
† Holders of claims under the
Partnership's Prepetition Notes will
receive their pro rata share of
(1) newly-issued equity interests (the
"New Emerge GP Equity Interests") in
EES GP, LLC , the new general partner of
the Partnership (the "New General
Partner "); (2) newly-issued preferred
units representing limited partner
interests in the Partnership (the
"Preferred Interests") less any
Preferred Interests issued to satisfy
DIP Credit Agreement Claims; and
(3) one hundred percent (100%) of the
newly-issued common units representing
limited partner interests in the
Partnership (the "New Limited Partner
Interests") issued and outstanding on
the Effective Date prior to dilution by
equity interests issued under the New
Management Incentive Plan;
† Holders of general unsecured claims
will not receive any distribution or
retain any property on account of such
general unsecured claims;
† Holders of equity interests in the Old
distribution or retain any property on
account of such equity interests; and
† Holders of common units representing
limited partner interests in the
Partnership prior to the Effective Date
will not receive any distribution or
retain any property on account of such
common units.
Unless otherwise specified, the treatment set forth in the Plan and Confirmation Order will be in full satisfaction of all claims against and interests in the Partnership, which were discharged on the Effective Date.
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--------------------------------------------------------------------------------Management Incentive Plan
As soon as reasonably practicable after the Effective Date, the reorganized Partnership will adopt and implement a management incentive plan (the "New Management Incentive Plan"), which will dilute all of the New Limited Partner Interests equally, and which will be on the terms and conditions (including recipients, individual awards and vesting periods) will be determined by the Partnership's new board of directors.
Settlement of Claims and Releases
The Plan incorporates an integrated compromise and settlement of claims to achieve a beneficial and efficient resolution of the Chapter 11 Cases. Unless otherwise specified, the settlements, distributions, and other benefits provided under the Plan, including the release and exculpation provisions included therein, are in full satisfaction of all claims and causes of action that could be asserted.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Second Amended Joint Plan of Reorganization forEmerge Energy Services LP and Its Affiliate Debtors under Chapter 11 of the Bankruptcy Code. 3
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