Lone Pine Resources Completes Recapitalization and Restructuring Transaction

  • Date Announced: January 31, 2014
  • Date Closed: January 31, 2014
  • Client Name: Lone Pine Resources Canada Ltd. and Lone Pine Resources Inc.

Lone Pine Resources Canada Ltd. and Lone Pine Resources Inc. (collectively, Lone Pine) completed a $400 million cross-border recapitalization and restructuring transaction pursuant to a plan of compromise and arrangement under the Companies' Creditors Arrangement Act (Canada) (CCAA) and ancillary proceedings under Chapter 15 of the United States Bankruptcy Code.

The transaction involved the exchange of approximately $220 million of unsecured notes and other unsecured claims for 100 per cent of the post-restructuring common equity of Lone Pine, the issue of US$100 million in new preferred equity to eligible unsecured creditors, the arrangement of $130 million in new secured credit facilities, and the repayment of approximately $192 million of secured debt with proceeds from the preferred equity offering and drawings under the new credit facilities. The recapitalization reduced Lone Pine's debt by over $300 million.

The CCAA and Chapter 15 proceedings were initiated on Sep. 25, 2013 in accordance with support agreements entered into between Lone Pine and the holders of approximately 75 per cent of Lone Pine's then outstanding unsecured 10.375 per cent senior notes due 2017. Certain of such initial consenting noteholders also provided a backstop commitment to subscribe for any portion of the preferred equity offering that was not taken up by other eligible creditors.

The plan of compromise and arrangement was approved by affected unsecured creditors of Lone Pine at meetings held on Jan. 6, 2014, and by the Court of Queen's Bench of Alberta pursuant to a sanction order granted on Jan. 9, 2014. The CCAA sanction order was recognized and given full effect in the United States pursuant to an order of the United States Bankruptcy Court for the District of Delaware under Chapter 15 of the United States Bankruptcy Code granted on Jan. 10, 2014. The transaction completed on Jan. 31, 2014.

Representation of Lone Pine throughout its restructuring was led by Charles Kraus, Vice President, General Counsel and Corporate Secretary, who was assisted by Bennett Jones LLP with a team including Chris Simard, Kevin Zych, Ken Lenz and Sean Zweig (restructuring and litigation); Colin Perry and Sandra Malcolm (corporate/securities); Pat Brennan, Helgi Maki and Jeremy Russell (banking); Anu Nijhawan (tax) and Beth Riley (foreign investment and competition) and Milos Barutciski (international trade). In the US, Richards, Layton & Finger, PA represented Lone Pine in the Chapter 15 proceedings and on matters of corporate law with a team including Mark Collins, Robert Stearn and Lee Kaufman (restructuring) and Stephen Bigler (corporate). Lone Pine was also advised in the US by Vinson & Elkins LLP with a team including Shelley Barber and Jessica Bennett (corporate); Steven Abramowitz and Rebecca Petereit (restructuring); Steven Paradise (litigation), and Judy Blissard and Jim Meyer (tax); and by Kimberley Anderson and Dan Miller of Dorsey & Whitney LLP as special securities law counsel. Mark Gordon, Philip Mindlin and Gregory Pessin of Wachtell, Lipton, Rosen & Katz LLP provided independent representation to Lone Pine's board of directors in connection with the restructuring.

Goodmans LLP acted for the initial consenting noteholders party to the support and backstop agreements with a team including Robert Chadwick and Brendan O'Neill (restructuring); Tim Heeney, John Connon and Gail Jaffe (corporate and securities); Carrie Smit (tax), Jl Schachter (foreign investment) and Richard Annan (competition). Stroock & Stroock & Lavan LLP represented the initial consenting noteholders in the US with a team including Kristopher Hansen (restructuring), Jeffrey Lowenthal and Nicole Runyan (corporate and securities) and Jeffrey Uffner (tax).

PricewaterhouseCoopers Inc. served as court-appointed monitor of Lone Pine in the CCAA proceedings and was represented by McCarthy T├ętrault LLP with a team including Sean Collins, Walker MacLeod, Pantelis Kyriakakis and Kelly Peters (restructuring); John Boscariol and Robert Glasgow (international trade); Robert Nearing (tax) and Wilson Acton (securities). Potter Anderson & Corroon LLP acted as US counsel to the monitor with a team including Jeremy Ryan, Janine Salomone and Ryan Murphy.

Norton Rose Fulbright Canada LLP acted for the secured lending syndicate and debtor-in-possession lenders that were fully repaid in the transaction, with a team including Howard Gorman and Randal Van de Mosselaer (restructuring) and David Kolesar (banking). The lenders under Lone Pine's new secured credit facilities were represented by Torys LLP with a team including Kevin Fougere and Elizabeth Burton (banking) and Lee Cassey (restructuring).