SWIFT ENERGY COMPANY, et al.,
Case No. 15-12670 (MFW)
Dated: March 11, 2016
/s/ Zachary I Shapiro
Daniel J. DeFranceschi (DE 2732)
Zachary I. Shapiro (DE 5103)
Brendan J. Schlauch (DE 6115)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
Gregory M. Gordon (TX 08435300)
2727 N. Harwood Street
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100
Thomas A. Howley (TX 24010115)
Paul M. Green (TX 24059854)
717 Texas, Suite 3300
Houston, Texas 77002
Telephone: (832) 239-3939
Facsimile: (832) 239-3600
ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION
This is a notification of the syndication procedures with respect to participation as a lender in the Company’s DIP Facility. Commencing on March 9, 2016, (A) each Eligible Holder (as defined below) that is a Noteholder shall have the opportunity (the “Opportunity”) to commit to purchase up to its respective pro rata portion of the Loans and Facility Amount of the Backstop Lenders, in each case subject in all respects to the terms and conditions of these syndication procedures and the applicable subscription documents.
For purposes hereof, an “Eligible Holder” is defined as each person or entity that is (i) unless otherwise mutually agreed between the Company and the Backstop Lenders (through their counsel), either (A) a qualified institutional buyer (a “QIB”), as such term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (B) an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or an entity in which all of the equity investors are such institutional accredited investors (an “IAI”), (ii) a beneficial owner of Existing Senior Notes on March 9, 2016 (the “Record Date”), (iii) not the Borrower or an Affiliate of the Borrower and (iv) not a Backstop Lender.
The Debtors will commence the syndication process by (A) filing a Form 8-K with the SEC announcing the commencement of and briefly describing the syndication process and directing interested Eligible Holders to Kurtzman Carson Consultants LLC (the “Information Agent”) and (B) using reasonable efforts to send the relevant subscription documents using such delivery method reasonably satisfactory to the Backstop Lenders and the Debtors to as many Eligible Holders as is reasonably practicable under the circumstances. If you are an Eligible Holder interested in participating in the DIP Facility, you must obtain copies of the relevant subscription documents, if you do not have them already. The subscription documents include a Subscription Form (together with instructions), an assignment agreement to the DIP Credit Agreement, a Joinder to the RSA, and such other documents as the Administrative Agent may reasonably require. Copies of the relevant subscription documents may be obtained by contacting the Information Agent, Kurtzman Carson Consultants LLC at Swift Energy DIP Syndication, c/o KCC, 1290 Avenue of the Americas, 9th Floor, New York, NY 10104, Telephone: (877) 833-4150, Email: email@example.com.
The syndication process will expire at 5:00 p.m., New York City Time, on Monday, March 21, 2016, unless extended earlier or terminated (the “Expiration Time”), in accordance with the applicable subscription documents, and which extension will be made by public announcement by the Debtors in a press release or Form 8-K.
To participate in the Opportunity, Eligible Holders must (i) complete and execute the subscription documents provided by the Information Agent, including a Subscription Form, an assignment agreement to the DIP Credit Agreement and Joinder to the RSA, and such other documents as the Administrative Agent may reasonably require, (ii) deliver such subscription documents to Information Agent on or before the Expiration Time and (iii)
The Information Agent shall promptly notify the Administrative Agent of its receipt of subscription documents and shall deliver the final syndication list to the applicable Backstop Lenders and the Company promptly after the Expiration Time.
All notices and other communications required to be delivered to the Information Agent pursuant to these syndication procedures shall be made in writing, or by any telecommunication device capable of creating a written record, and addressed as follows:
If the syndication process is terminated by the mutual agreement of the Company and the Backstop Lenders for any reason, the subscription documents submitted by participating Eligible Holders will terminate and the Administrative Agent will immediately return by wire funds transferred by such Eligible Holders to the escrow account.
Promptly after Wednesday, March 23, 2016, the Administrative Agent will disburse the funds in the escrow account funded by participating Eligible Holders to the Backstop Lenders, in accordance with the terms of the DIP Credit Agreement and other relevant documentation relating to the DIP Facility, and record the Loans in a register for the DIP Facility. If the Third Borrowing Funding Availability Date occurs after Wednesday, March 23, 2016, on the Third Borrowing Funding Availability Date, the Administrative Agent, on behalf of the Company, will pay to each participating Eligible Holder an aggregate amount equal to 3% of the aggregate amount of such Eligible Holder’s Facility Amount that becomes available on the Final Order Funding Availability Date and the Third Borrowing Funding Availability Date, respectively (after giving effect to the syndication), pursuant to the terms of the DIP Credit Agreement.
The Bankruptcy Court has not reviewed or approved the financial or diligence information with respect to the Debtors or these procedures being provided to the Eligible Holders in connection with this syndication, and all rights of such Eligible Holders with respect to any such information are preserved.