Davis Polk Advises Senior Unsecured Noteholders in Connection with Memorial Production Partners LP’s Chapter 11 Plan of Reorganization
5/8/2017

Davis Polk advised an ad hoc group of holders of the senior unsecured notes of Memorial Production Partners LP (the “Partnership”) in connection with the successful chapter 11 restructuring of the Partnership and certain of its subsidiaries (collectively with the Partnership, “MEMP”). On April 14, 2017, MEMP’s plan of reorganization, which Davis Polk played a leading role in structuring and negotiating, was confirmed by the Bankruptcy Court for the Southern District of Texas. The confirmed Plan became effective on May 4, 2017, with MEMP’s emergence from bankruptcy; the Partnership emerged as a new corporation under the name Amplify Energy Corp. Amplify Energy emerged with more than $1.3 billion of the Partnership’s debt eliminated from its balance sheet and significantly enhanced financial flexibility. Upon emergence the members of the ad hoc group now own a majority of the outstanding equity of Amplify Energy.

Prior to MEMP’s January 16, 2017, bankruptcy filing, Davis Polk represented the ad hoc group in negotiating a Plan Support Agreement with MEMP and MEMP’s revolving credit facility lenders. The Plan was ultimately confirmed following litigation, and ultimately settlement with, a significant objecting shareholder. Under the Plan, the senior unsecured noteholders will receive (i) 98% of the equity of Amplify Energy (subject to dilution by five-year 8% warrants struck at par plus accrued interest being provided to unit holders and a management incentive plan) and (ii) a pro rata share of an additional cash payment of approximately $25 million. Members of the ad hoc group include Brigade Capital Management LP, Citadel LLC, Fir Tree Partners, Trust Asset Management LLC and York Capital Management Global Advisors, LLC.

Amplify Energy is engaged in the acquisition, production and development of oil and natural gas properties in the United States and is headquartered in Houston, Texas. Amplify Energy is moving forward as a corporation for U.S. federal income tax purposes.

The Davis Polk insolvency and restructuring team included partner Brian M. Resnick and associates Angela M. Libby and Erik Jerrard. The corporate team included partner Kirtee Kapoor and associate Jeffrey C. Lau. The credit team included partner Lawrence E. Wieman and associate Vivian Y. Wong. The capital markets team included partner Derek Dostal. The tax team included partner Kathleen L. Ferrell. The executive compensation team included counsel Ron M. Aizen. Members of the Davis Polk team are based in the New York and Northern California offices.