Nautilus Power refinancing and amendment to credit facilities
We advised an ad hoc group of term lenders in connection with the transaction
Davis Polk advised an ad hoc group of term lenders in connection with the refinancing of term loans under Nautilus Power LLC’s approximately $556 million term loan credit facility into a new superiority secured credit facility. Among other things, the amendments provided for (i) a $58 million deleveraging equity investment by the company’s sponsor, Cogentrix, a Carlyle Group company (including $20 million in cash used for immediate paydown of the term loans), (ii) a $30 million incremental pari passu term loan investment by the sponsor, (iii) an extended maturity date for the consenting lenders’ loans as well as the Company’s $54 million revolving credit facility (which also received the benefit of superpriority enhancements), and (iv) a consent fee, rate increases and other material enhanced credit protections and reporting requirements under the new superpriority credit agreement. The amendment and consent process launched on April 4, 2023, and the transactions closed on April 14, 2023, with more than 97% participation by existing term loan lenders.
Nautilus Power is an energy provider with facilities located in the New England and Mid-Atlantic regions of the United States. Its power generation portfolio includes assets such as natural gas-fired facilities and is capable of producing roughly 2.2 gigawatts annually.
The Davis Polk restructuring team included partner Damian S. Schaible and associates Jonah A. Peppiatt and Stephen Ford. The finance team included counsel Zachary R. Frimet and associate Sam Dilthey. Partner Lucy W. Farr and associate Liang Zhang provided tax advice. All members of the Davis Polk team are based in the New York office.