Davis Polk Advises EdgeMarc Energy Holdings on Filing for Chapter 11 and Entering Into $108 Million Debtor-in-Possession Financing
5/17/2019

Davis Polk is advising EdgeMarc Energy Holdings, LLC and its eight subsidiaries (collectively, “EdgeMarc”) in connection with their restructuring under chapter 11 of the United States Bankruptcy Code. EdgeMarc intends to use the restructuring process to pursue the sale of all or substantially all of its assets pursuant to section 363 of the Bankruptcy Code in order to maximize value for the benefit of its stakeholders. 

On May 15, 2019, EdgeMarc filed voluntary chapter 11 petitions in the United States Bankruptcy Court for the District of Delaware. At an uncontested hearing on May 16, 2019, Judge Brendan L. Shannon approved EdgeMarc’s debtor-in-possession financing on an interim basis and granted EdgeMarc all of its requested relief.

In connection with the chapter 11 filings, EdgeMarc entered into a $108 million debtor-in-possession credit facility with KeyBank National Association, the agent and sole lender under EdgeMarc’s prepetition reserve based lending facility. The debtor-in-possession credit agreement is comprised of a $30 million new money term loan facility and a $77.8 million roll-up of EdgeMarc’s prepetition secured debt into junior debtor-in-possession loans, which will be subject and subordinate to the debtor-in-possession term loans. Upon the entry of the interim order by the Bankruptcy Court, an initial $15 million draw of the new money term loan facility will be available to EdgeMarc and an additional $15 million draw and all of the roll-up facility will become available only after the Bankruptcy Court enters a final debtor-in-possession order. The proceeds of the debtor-in-possession credit facility will be used to support EdgeMarc’s business during the reorganization, pay administrative expenses of the Chapter 11 cases and make adequate protection payments to KeyBank.

Based in Canonsburg, Pennsylvania, EdgeMarc is a privately-held limited liability company engaged in the acquisition, production, exploration and development of natural gas and natural gas liquids from underground deposits in the Appalachian Basin. EdgeMarc conducts its drilling and exploration activities in the “stacked” liquids-rich Marcellus shale in Pennsylvania and dry gas Utica shale in Ohio. EdgeMarc controls contiguous positions of approximately 45,000 net acres across Ohio and Pennsylvania. 

The Davis Polk restructuring team includes partner Darren S. Klein and associates Aryeh Ethan Falk, Jonah A. Peppiatt, Mary A. Prager and Zachary Levine. The litigation team includes partner Lara Samet Buchwald and associate R. Brendan Mooney. The finance team includes partner Meyer C. Dworkin and associate Sanders Witkow. The mergers and acquisitions team includes partner Brian Wolfe. All members of the Davis Polk team are based in the New York office.  

Evercore Group L.L.C. is serving as EdgeMarc’s investment banker and Opportune LLP is serving as its restructuring adviser. Landis Rath & Cobb LLP is serving as EdgeMarc’s Delaware counsel.