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West Hawk to receive $1.8-million (U.S.) DIP financing
2009-07-20 12:18 ET - News Release
Mr. Gonzalo Torres Macchiavello reports
WEST HAWK ANNOUNCES TERM SHEET FOR A US$1.8 MM LOAN FACILITY FOR NATURAL GAS PROJECT REORGANIZATION
West Hawk Development Corp.'s subsidiaries, West Hawk Energy LLC, and WHE Holdings LLC, have signed an offer letter for debtor-in-possession financing of up to $1.8-million (U.S.). The proposed DIP lender, First KT Lending LLC, is a wholly owned subsidiary of Chiron Equities LLC. Chiron Financial Advisors, LLC, WHE's financial adviser in connection with its Chapter 11 bankruptcy proceedings, is an affiliate of CE.
The DIP loan will be structured as a 12-month term loan draw note, with conditions precedent to funding. Proceeds from the DIP loan will be used in accordance with a two-phase budget. The lender will initially fund $300,000, in staged advances, to bring the first three wells at the company's Figure Four natural gas project back into production. On completion of phase I and assuming conditions to further funding are satisfied, the lender will fund, in staged advances, the balance of the loan amount for phase II, which includes bringing a further five wells (already drilled) into commercial production.
Conditions precedent to the initial funding include, but are not limited to, the execution and delivery of a definitive loan agreement and other appropriate legal documentation and lender satisfaction with all due diligence prior to Aug. 30, 2009. Conditions precedent to the phase II funding of the balance of the DIP loan include, but are not limited to, WHE having filed a plan of reorganization approved by the lender, WHE having filed a plan-support agreement between the lender and WHE, approved by the U.S. bankruptcy court and lender satisfaction with its due diligence review.
The DIP loan will be due and payable in full on the earlier of 12 months from the closing of the financing, or termination of the loan agreement. The company anticipates repayment of the loan through revenues generated by well production to the extent possible, or by entering into a further transaction with the lender. The lender has stated its interest in investigating a larger potential transaction with West Hawk, to which the loan is an interim step.
Monthly interest will accrue on the outstanding principal amount of the loan at an annual interest rate equal to the floating 30 day LIBOR as published in the money rates section of the Wall Street Journal plus 10 per cent. Upon the occurrence of any event of default, principal, interest and fees will be due and payable at 4 per cent per annum above the then otherwise applicable rate. A DIP loan facility fee equal to 5 per cent of the total committed DIP loan amount shall be deferred and payable upon the sooner of termination or prepayment. The borrowers may prepay some or all of the DIP loan at any time, subject to an early termination fee ranging between $50,000 (U.S.) and $250,000 (U.S.) depending on the timing of any such prepayment. No early termination fee would be charged if the loan is paid pursuant to a plan of reorganization supported by the lender.
Events of default include the filing of a plan of reorganization without the lender's consent, conversion of the Chapter 11 bankruptcy protection to Chapter 7 bankruptcy, termination of any of the leases or contracts for the Figure Four project, denial by the court of the plan support agreement, a change of control of WHE, and a motion to sell WHE assets without the approval of lender.
WHE will continue to operate its respective businesses and manage its respective properties and hydrocarbon interests as debtors in possession under sections 1107 and 1108 of the bankruptcy code.
"The DIP financing will provide the company with the resources necessary to bring into commercial production five wells (already drilled) that will be added to the current thee wells that were in commercial production until December, 2008, and will be reopened for commercial sales. This financing will provide the company with the opportunity to have a permanent solution for the gas project and focus in the development of the company's Groundhog coal project located in northwest British Columbia," said Gonzalo Torres Macchiavello, president and chief executive officer of West Hawk Development Corp.
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