American Commercial Lines prepackaged chapter 11 restructuring and DIP financing
Davis Polk is advising an ad hoc group (the “Ad Hoc Group”) of prepetition secured term lenders and postpetition DIP term lenders in connection with American Commercial Lines Inc.’s (together with its debtor affiliates, “ACL”) pre-packaged chapter 11 restructuring. On January 31, 2020, the Ad Hoc Group, ACL and affiliates of Platinum Equity, ACL’s equity sponsor, entered into a comprehensive restructuring support agreement (the “RSA”) that contemplates a holistic restructuring of ACL’s funded debt. The RSA contemplates 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 RSA also provides for ABL and term dip financing, as well as a new money equity investment of $200 million. Prior to the petition date, the RSA was signed by term lenders holding more than 98% of the prepetition term loan principal. On February 7, 2020, ACL filed its voluntary chapter 11 petitions in the United States Bankruptcy Court for the Southern District of Texas, and on February 10, 2029, ACL obtained all of the “first day” relief it sought, including interim approval of the debtor-in-possession financing term loan facility backstopped by the Ad Hoc Group in the aggregate principal amount of $50 million.
Founded in 1915 and headquartered in Jeffersonville, Indiana, ACL 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. ACL’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). ACL’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 includes partners Damian S. Schaible and Darren S. Klein, counsel Christian Fischer and associate Erik Jerrard. The finance team includes partner Kenneth J. Steinberg. The M&A team includes partner Harold Birnbaum and associate W. Soren Kreider IV. The tax team includes partner William A. Curran. Partner Adam Kaminsky is providing executive compensation advice. Counsel David A. Zilberberg is providing environmental advice. Members of the Davis Polk team are located in the New York and Washington DC offices.