Rex Energy successfully closes $600.5 million 363 asset sale and confirms plan of liquidation with releases and exculpation provisions

Client(s) Rex Energy Corporation

A multi-disciplinary Jones Day team represented Rex Energy Corporation in the negotiation of a Restructuring Support Agreement ("RSA") with its first and second lien creditors that formed the foundation for a successful chapter 11 process. Rex Energy had approximately $1 billion in indebtedness and was severely impacted by the long downturn in commodity prices.

The RSA included several milestones regarding a sales process and a plan process. The sales process generated a very successful result in the form of a $600.5 million bid from Penn Energy Resources, LLC, which also included the assumption of various liabilities. The structure and framework of the asset purchase agreement was unique and garnered the support of the Creditors' Committee along with the first lien and second lien creditors which was a critical development in the case. The sale to Penn Energy closed on September 28, well within the milestones in the RSA.

Jones Day followed up by obtaining approval of a plan of liquidation that specifies the mechanics for the distribution of the remaining proceeds on hand and also includes broad releases and exculpation provisions in favor of Rex, Rex's board of directors and officers and the key constituents and their advisors who funded the chapter 11 process and participated in the RSA, the global settlement with Rex's secured creditors and the Creditors' Committee, the sale to Penn Energy and confirmation of the plan of liquidation.