Approach Resources Inc. – Files Amended Plan and Disclosure Statement; Court Approves Disclosure Statement (Conditionally) and Schedules December 16th Confirmation Hearing

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November 9, 2020 – The Debtors filed an amended Plan of Liquidation and a related Disclosure Statement [Docket Nos. 661 and 662, respectively]; and further filed a redline showing changes to the versions filed on October 30, 2020 [Docket Nos. 663].

Also on November 10th, the Court hearing the Debtors' cases issued an order approving (i) the Disclosure Statement (conditionally), (ii) proposed Plan solicitation and voting procedures and (iii) a proposed timetable culminating in a December 16th Plan confirmation hearing hearing [Docket No. 669].

[Update] On November 12th, the Debtors filed solicitation versions of the Plan and Disclosure Statement [Docket Nos. 670 and 671, respectively]; and further filed a redline showing immaterial changes to the versions of those documents filed on November 9, 2020 [Docket No. 672].

Plan Overview

The Disclosure Statement provides: "On September 30, 2020, the Debtors closed the sale of substantially all of their assets to the Purchaser pursuant to the Sale Order. The Plan, among other things, appoints a Plan Administrator to, among other things, wind down the Debtors’ limited remaining operations and distribute the remaining proceeds of the Debtors’ assets in the manner specified in the Plan. Under the Plan, a Plan Administrator will be appointed to oversee the Wind Down and to resolve and compromise Claims. The Plan provides that the Plan Administrator shall, subject to the Agent’s consent, complete the winding up of the Debtors as expeditiously as practicable under applicable law, and empowers and directs the Plan Administrator to take such actions as may be necessary to effect the dissolution of the Debtors."

The following is a summary of classes, claims, voting rights and expected recoveries (defined terms are as defined in the Plan and/or Disclosure Statement):

  • Class 1 (“Priority Non-Tax Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The aggregate amount of claims is $0.0 and estimated recover is 100%.
  • Class 2 (“Prepetition Secured Claims”) is impaired and entitled to vote on the Plan. The aggregate amount of claims is $307,418,000 (allowed amount $297,026,070) and estimated recovery is 27.5%. Treatment: The Prepetition Agent shall receive, on behalf of the Holders of the Prepetition Secured Claims: (a) on the Effective Date, from the Debtors, following payment of the DIP Facility Claims in full, all Available Cash, up to an amount necessary to satisfy the Prepetition Secured Claims in full, except for any portion of such Available Cash transferred by the Debtors to fund the Post-Effective Date Agent Professional Retainers and the Wind-Down Budget to fund (i) the Budgeted Claims Reserve, (ii) the Professional Fee Claims Reserve, and (iii) the Gift Reserve; and (b) beginning on the first calendar quarter following the Effective Date, and continuing on at least a quarterly basis thereafter, the Plan Administrator shall pay all Available Cash in excess of the amounts in the Distribution Reserve Accounts then remaining to be paid in accordance with the Wind-Down Budget, up to an amount necessary to satisfy the Prepetition Secured Claims in full. All Assets vesting in the Post-Effective Date Debtors, other than Available Cash transferred to the Gift Reserve and the Professional Fee Claims Reserve, shall be subject to the Liens of the Prepetition Agent; provided, however, that such Liens shall be retained for defensive purposes only to entitle the Prepetition Agent to enforce the Distribution and other terms of the Plan; provided, further, however, that the Prepetition Agent shall not foreclose upon such retained Liens unless a Final Order is entered finding that (i) a Plan Default occurred (including if any collateral is sought to be used in a manner inconsistent with the Plan) and (ii) such default was not cured in accordance with the Plan.
  • Class 3 (“Miscellaneous Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The aggregate amount of claims is $0.0 and estimated recover is 100%.
  • Class 4 (“Class 4 GUC Claims”) is impaired and entitled to vote on the Plan. The aggregate amount of claims is $92,471,000 (allowed amount $87,775,890) and estimated recovery is 1.84-1.95%. Treatment: Each Holder shall receive its Pro Rata share of (i) the Gift Reserve, following payment of all other Claims and other amounts entitled to receive payment from the Gift Reserve under the Plan, and (ii) following the indefeasible payment in full of all Prepetition Secured Claims, all remaining Available Cash. “Gift Reserve” means the Distribution Reserve Account established for the Gifted Amount and “Gifted Amount” means $1,800,000 of Available Cash.
  • Class 5 (“Intercompany Claims”) is impaired, deemed to reject and not entitled to vote on the Plan. The aggregate amount of claims is N/A and estimated recover is 0%.
  • Class 6 (“Interests”) is impaired, deemed to reject and not entitled to vote on the Plan. The aggregate amount of claims is N/A and estimated recover is 0%.

Asset Sale

On September 15, 2020, the Court issued an order authorizing the Debtors to enter into a $115.5mn asset purchase agreement (“APA”) with Houston-based Zarvona III-A, L.P.’s (“Zarvona” or the “Buyer”) for the sale of substantially all of the their assets [Docket No. 605]. The Zarvona APA was attached to the order as Exhibit 1. The Zarvona transaction closed on September 30th.

Prepetition Capital Structure

  • Senior Secured Credit Facility – The Debtors are party to a $325.0mn, May 2014 credit agreement (the “Prepetition Credit Agreement”), with JPMorgan Chase Bank, N.A., as an Issuing Bank and as Administrative Agent (the “Prepetition Agent”) and other lenders thereto. As of the Petition date, approximately $322.0mn is outstanding under this facility.
  • 7.00% Senior Notes – Debtor Approach is party to a senior indenture dated June 11, 2013 (Wilmington Trust, National Association, as trustee), further to which Approach issued $250.0mn aggregate principal amount of the Senior Notes in a public offering. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by each of Approach’s subsidiaries. Subsequent exchange transactions have reduced the amount of outstanding principal on the Senior Notes such that, as of the Petition date, approximately $85.2mn in principal amount remains outstanding. The Debtors estimate Wilks Brothers, LLC and its affiliates (collectively “Wilks”) holds approximately $62.3mn of those outstanding Senior Notes. 
  • Common Equity – As of the Petition Date, there were 93,630,390 shares of Common Stock issued and outstanding. The Common Stock currently trades on the OTC Pink marketplace. Previously, the Common Stock traded on the Nasdaq Global Select Market. Based on the most recent Schedule 13D/A filing of Wilks, as of the Petition Date, Wilks owns approximately 48% of the outstanding Common Stock, and senior management of the Company owns approximately 1% of the outstanding Common Stock.

The following documents were attached to the Disclosure Statement [Docket No. 662]:

  • Exhibit A: The Plan
  • Exhibit B: Liquidation Analysis
  • Exhibit C: Proposed Disclosure Statement Order
  • Exhibit D: Wind-Down Budget

Key Dates:

  • Disclosure Statement Hearing: November 10, 2020
  • Plan Supplement Deadline: December 4, 2020
  • Voting Deadline: December 11, 2020
  • Objection Deadline: December 11, 2020
  • Combined Hearing: December 16, 2020

Summary of Recoveries and Liquidation Analysis (see Exhibit B of Disclosure Statement [Docket No. 662] for notes)

Liquidation Analysis

About the Debtors

The Debtors, a Delaware corporation headquartered in Fort Worth, Texas, are an independent exploration and production company focused on the acquisition and development of U.S. onshore oil and natural gas resources. Approach Oil & Gas Inc., a Delaware corporation (“AOG”), and Approach Operating, LLC (“Approach Operating”), Approach Delaware, LLC (“Approach Delaware”), Approach Services, LLC (“Approach Services”) and Approach Midstream Holdings LLC (“Approach Midstream”), each a Delaware limited liability company, are wholly-owned subsidiaries of Approach. Approach Resources I, LP (“Approach LP”) is a Texas limited partnership with Approach Operating holding a 1% general partnership interest and Approach Delaware holding a 99% limited partnership interest.

The Debtors engage in the exploration, development, production and acquisition of unconventional oil and gas reserves in the Midland Basin of the greater Permian Basin in West Texas, where the Debtors leased approximately 113,000 net acres as of the Petition Date. Approach is a holding company with no independent assets or operations. All of the Debtors’ oil and gas leases are held by AOG and Approach LP. All of the Debtors’ employees are employed by Approach Operating, and the Debtors’ assets are operated by Approach Operating. Approach Operating manages substantially all of the Debtors’ receipts and disbursements. Approach Midstream, Approach Delaware and Approach Services currently perform no material services, and hold no material assets.

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