Global law firm Norton Rose Fulbright has acted as global and US counsel to Mercuria Energy Group (Mercuria), in relation to global and US debtor-in-possession (DIP) borrowing base financing facilities for Aegean Marine Petroleum Network Inc. (Aegean Marine) and related matters.
Mercuria is one of the world’s largest independent energy and commodity companies, operating in more than 50 countries. Aegean Marine is a leader in the international marine fuel logistics industry and markets and physically supplies refined marine fuel and lubricants to ships in port and at sea world wide.
Norton Rose Fulbright first acted for Mercuria in relation to its initial acquisition of lender interests in relation to the Global and U.S. borrowing base financing facilities. As a result of this initial transaction, Mercuria became the senior secured lender in relation to US$380 million of Aegean Marine indebtedness and acquired 30% of Aegean Marine shares prior to it filing for bankruptcy.
Aegean Marine announced in early November 2018 that it and certain of its subsidiaries filed voluntary petitions for relief under chapter 11 of the US Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. Mercuria agreed to provide more than US$535 million in post-petition DIP financing to fund the chapter 11 process and Aegean’s working capital needs. Mercuria also agreed to serve as the stalking horse bidder in a sale process designed to optimize the value of Aegean Marine as a going concern.
The structure of the sale process was ultimately modified when Mercuria proposed a revised DIP financing and Restructuring Support Agreement (outlining a plan of reorganization for Aegean Marine), both of which were approved by the bankruptcy court on Monday 14 January 2019.
Davide Barzilai, partner in the London office of Norton Rose Fulbright, led on the matter. He comments:
“Norton Rose Fulbright has acted as global and U.S. counsel to Mercuria in relation to the borrowing base financings covering the laws of England, US, Canada, The Netherlands, Germany, Hong Kong, Morocco, UAE, Singapore, South Africa, Marshall Islands and Liberia. We managed all the international aspects of the transaction including managing correspondent counsel in Greece, Belgium (Koan), Spain (Garrigues), Uruguay (Ferrere) and Ecuador (Ferrere). Norton Rose Fulbright also acted as US restructuring counsel on DIP financing matters in the bankruptcy court proceedings in the United States.”
Lou Strubeck, partner in the Dallas/New York office of Norton Rose Fulbright, led on the restructuring aspects of the matter. He comments:
“This was an especially successful and rewarding engagement, in an extremely complex, high stakes and time sensitive setting, on a worldwide stage. The representation required international expertise in several specialist sectors (transport and financial institutions) and practice areas (finance, shipping, restructuring and commercial litigation). We were one of the few law firms in the world who could have represented a client like Mercuria in a large, high profile cross border restructuring case like Aegean. The coordinated efforts of lawyers in offices throughout with world, including London, Germany, Canada and the United States (Houston, New York and Dallas), truly was extraordinary.”
Josh Agrons, partner in the Houston office of Norton Rose Fulbright, led on the US aspects of the matter. He comments:
“Our firm represented a strategic rather than a money player, and we worked effectively to balance creditors’ rights and interests against the financing needs of a troubled borrower. We ended up with a fully secured roll up structure that provided a cost effective solution to a series of constraints, while protecting the interests of the lender.”
The transaction team was led by Davide Barzilai (London), Janet Butterworth (Paris) and Josh Agrons (Houston), working with associates Mark Brighouse (London) and Ryan Searfoorce (Houston). The US restructuring team was led by Lou Strubeck (Dallas/NY), working with partners Kristian Gluck (Dallas) and Greg Wilkes (Dallas/NY) and associates James Copeland (NY) and Shivani Shah (Dallas). The US litigation team was led by Marc Ashley (NY), working with senior counsel Robert Kirby (NY) and senior associate Lauren Lee (NY).
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