Aegean Marine Petroleum – Court Issues Final Order on $535mn of DIP Financing

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January 15, 2019 – The Court hearing the Aegean Marine Petroleum case issued a final order authorizing the Debtors to obtain $535mn in debtor-in-possession (“DIP”) financing comprised of (i) a $160mn revolving credit facility, (ii) $75mn in DIP term loans (effectively limited to $72.5mn) and (iii) a $300mn global revolving credit facility; each to be provided by Mercuria Energy Trading S.A., as Lender [Docket No. 290].
 
The order states, “The Debtors are hereby authorized and empowered on a final basis to immediately borrow, incur and guarantee, as applicable, (a) pursuant to the terms and conditions of the U.S. DIP Documents, (i) loans under the U.S. Revolving Credit Facility, up to an initial aggregate principal amount, together with the outstanding amounts under the U.S. Prepetition Credit Facility [$131.7mn as at the Petition date], of $160,000,000 in U.S. Revolving Commitments,  of  which  up  to  $50,000,000  shall  constitute  a  sublimit  for the  issuance  of  U.S.  Letters of Credit and Swing Line Loans; (ii) the DIP Term Loans to the U.S. Borrower [$75mn] and (iii) the loans advanced under the DIP Loan Documents from time to time to the U.S. Borrower, with the right of the U.S. Borrower to make available, through approved inter-company loans, transfers and  investments,  such  funds  to   the  Global  Borrowers,  consistent  with  the  applicable  Approved  Budget and (b) loans under the Global DIP Revolving Credit Facility, pursuant to the Global DIP Agreement,  a  committed  senior  secured  super-priority  asset-based  credit  facility  will  be  made  available to the Global Borrowers in an aggregate principal amount, together with the outstanding amounts  under  the  Global  Prepetition  Credit  Facility [$249.6mn as at the Petition date],  of  $300,000,000  in  Global  Revolving  Commitments,  of  which  up  to  $100,000,000  shall  constitute  a  sublimit  for  the  issuance  of  the  Global Letters of Credit.   

Interest Rates

In respect of the U.S. revolving credit facility, the underlying credit agreement states, “(i) each ABR Loan that is a Revolving Loan or a Swing Line Loan shall bear interest at a rate per annum equal to (A) the ABR plus the Applicable Rate for Revolving Loans [ie 3.5%] or (B) the ABR plus the Applicable Rate for Swing Line Loans [ie 3.5%] (as applicable); (ii) each LIBO Rate Loan that is a Revolving Loan shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period therefor plus the Applicable Rate [ie 3.5%], and (iii) each LIBO Rate Loan that is a Term Loan shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period plus the Applicable Rate [ie 6.5%].

 
Interest rates under the Global revolving credit facility range from LIBOR plus 2.6% to LIBOR plus 3.5%. with the underlying credit agreement providing the following detail:
 
  • The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (a) Margin; and (b) LIBOR. 
  • Margin means: (a) in relation to Facility A, the Facility A Margin; and (b) in relation to Facility B, the Facility B Margin
  • Facility A Margin means in relation to the Facility A Tranche 1, the Facility A Tranche 1 Margin and in relation to the Facility A Tranche 2, the Facility A Tranche 2 Margin
  • Facility A Tranche 1 Margin means two point six per cent. (2.6%) per annum
  • Facility A Tranche 2 Margin means three point five per cent. (3.5%) per annum
  • Facility B Margin means three point five per cent. (3.5%) per annum
The order attached the following exhibits:
  • Exhibit A: U.S. DIP Credit Facilities Agreement
  • Exhibit B: Global DIP Revolving Credit Facility Agreement
  • Exhibit C: Asset Purchase Agreement dated as of November 5, 2018
  • Exhibit D: Global DIP Budget
  • Exhibit E: Restructuring Support Agreement

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