American Commercial Lines chapter 11 reorganization
Davis Polk advised an ad hoc group (the “Ad Hoc Group”) of prepetition secured term lenders and postpetition DIP term lenders in connection with the chapter 11 cases of American Commercial Lines, Inc. and its affiliated debtors (collectively, “ACL”). ACL filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code on February 7, 2020 and ACL’s plan of reorganization (the “Plan”) was confirmed by the Bankruptcy Court for the Southern District of Texas on March 20, 2020. On April 30, 2020, American Commercial Barge Line Holding Corp. (“ACBL”) emerged from bankruptcy as successor to ACL.
Prior to ACL’s February 7, 2020 bankruptcy filing, Davis Polk played a critical role in negotiating a restructuring support agreement among ACL, the Ad Hoc Group and certain other parties. The confirmed Plan provided for a full equitization of the prepetition term loan into 95% of the reorganized company’s common equity and 100% of a takeback preferred equity security with a liquidation preference of $200 million. The confirmed Plan also provided for an additional $200 million in new equity capital via an equity rights offering and conversion of the $50 million term DIP facility. Both the rights offering and term DIP facility were backstopped by the Ad Hoc Group.
Founded in 1915 and headquartered in Jeffersonville, Indiana, ACBL is one of the only marine companies that offers barge transportation of both liquid and dry cargoes and terminal and fleeting services on the Mississippi River, its tributaries, and on the Gulf Intracoastal Waterway. ACBL’s barges transport a variety of dry cargoes, such as agricultural products (including grains and fertilizers), metals (including steel and aluminum finished and raw materials), and other bulk and construction materials (including salt, cement and aggregate). ACBL’s barges also transport liquid cargoes, such as petrochemicals and chemicals, refined products, and crude oil and agricultural products (including renewable fuels and edible oils).
The Davis Polk restructuring team included partners Damian S. Schaible and Darren S. Klein, counsel Christian Fischer and associate Erik Jerrard. The finance team included partner Kenneth J. Steinberg. The M&A team included partner Harold Birnbaum and associate W. Soren Kreider IV. The tax team included partner William A. Curran. Partner Adam Kaminsky provided executive compensation advice. Counsel David A. Zilberberg provided environmental advice. Members of the Davis Polk team are located in the New York and Washington DC offices.