DALLAS, December 19, 2022 – On December 16, TPC Group Inc., a global leader in providing a diverse range of quality products to chemical and petroleum-based companies worldwide, and certain of its affiliates (together, “TPC Group” or the “Company”), emerged from chapter 11 with new capital, a strengthened balance sheet and strong liquidity. This milestone marks the successful completion of the Company’s chapter 11 deleveraging process and the implementation of the Company’s plan of reorganization (the “Plan”), which was confirmed by the United States Bankruptcy Court for the District of Delaware on December 1, 2022.
The Plan eliminated over $950 million of TPC Group’s approximately $1.3 billion of secured funded debt and discharged over 11,000 asserted litigation claims arising from the explosion at TPC Group LLC’s Port Neches facility in 2019.
With the assistance of Baker Botts as lead counsel and the Company’s other professionals, TPC Group:
- Prevailed in intercreditor indenture litigation challenging the issuance of priming notes in 2021.In a memorandum opinion issued in the first month of the case, United States Bankruptcy Judge Craig Goldblatt granted summary judgment in TPC Group’s favor, concluding that the 2021 issuance of $238 million of 10.875% priming secured notes to certain holders of TPC Group’s existing 10.5% secured notes was permitted under the Company’s 10.5% notes indenture, which lacked an express anti-subordination provision.After the District Court agreed with Judge Goldblatt’s ruling and denied a request to stay pending appeal, the ad hoc group of non-consenting 10.5% holders dismissed their appeal;
- Obtained approval of a contested $323 million term DIP financing consisting of up to $85 million in new money and a $238 million “roll-up” of the Company’s 10.875% priming secured notes;
- Obtained “day 1” refinancing of asset-based revolving credit facility of up to $200 million;
- Resolved intercreditor disputes among the Company’s secured creditors and obtained approval of $450 million of equity and debt rights offerings and direct private placements;
- Negotiated a global settlement among TPC Group, the ad hoc group of supporting secured noteholders, the Official Committee of Unsecured Creditors, and law firms representing over 97% of the Port Neches litigation claimants, providing for a general unsecured claims trust funded with $30 million and certain causes of action;
- Settled the Company’s property damage and business interruption claims related to the Port Neches incident at nearly 90% of the policies’ $850 million limits; and
- Obtained confirmation of its Plan on a fully consensual basis with acceptance by holders of approximately 98% of the Company’s funded debt claims and approximately 99% of the Company’s voting unsecured claims.
After six months in chapter 11 following the negotiation of a prepetition restructuring support agreement, the Plan achieved the Company’s multiple restructuring goals: an industry-leading balance sheet, a definitive and consensual resolution of legacy liabilities, strengthened commercial contracts and relationships, and strong liquidity. In confirming the Plan, Judge Goldblatt noted: “I’m delighted to enter the confirmation order in light of what everyone has done.”
Baker Botts represented TPC Group and its affiliates.
Baker Botts Lawyers/Offices Involved:
Financial Restructuring: Jim Prince (Partner, Dallas), Scott Bowling (Partner, New York), David Eastlake (Partner, Houston)
Litigation: Kevin Jacobs (Partner, Houston), Tom O’Brien (Partner, Dallas), Brendan Quigley (Partner, New York), Russell Lewis (Partner, Houston), Louis Layrisson (Partner, Houston), Tynan Buthod (Partner, Houston)
Corporate: Bryan Henderson (Partner, Dallas), Avner Bengera (Partner, New York)
Environmental: Scott Janoe (Partner, Houston), Scott Elliott (Partner, Houston)
Tax: Josh Mandell (Partner, Dallas)
Additionally, Morris, Nichols, Arsht & Tunnell LLP acted as Delaware co-counsel, Simpson Thacher & Bartlett LLP acted as special finance counsel, Moelis & Company acted as investment bank, and FTI Consulting acted as financial advisor to TPC Group.
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