Epic files Chapter 11 bankruptcy, gets stalking horse bid for assets

By Caroline Salls

Pittsburgh, Aug. 28 – Epic Cos., LLC filed Chapter 11 bankruptcy Monday in the U.S. Bankruptcy Court for the Southern District of Texas to complete a sale of substantially all of its assets.

In an effort to maximize the value of their assets for the benefit of creditors, Epic said it has negotiated an asset purchase agreement with stalking horse bidder White Oak Global Advisors, LLC.

As consideration for the sale, White Oak will credit bid its pre-bankruptcy and post-bankruptcy secured debt in the amount of $48.9 million and will assume $40 million of the company’s pre-bankruptcy junior credit agreement debt.

Upon closing of the sale, White Oak will the sell some of the purchased assets to Alliance Energy Services, LLC for a cash purchase price of $40 million and an assumption of $35 million of the assumed debt in a separate transaction financed by White Oak.

Epic said White Oak is also in discussions regarding the sale of other portions of the purchased assets.

Under a sale timeline proposed by Epic, the deadline for interested parties to sign non-disclosure agreements would be 6 p.m. ET on Sept. 25, competing bids would be due by 6 p.m. ET on Oct. 18, an auction would be held on Oct. 22, if necessary, and the sale hearing would be held on Oct. 25.

If Epic closes a sale to a buyer other than White Oak, it will pay White Oak an amount equal to $500,000 to the extent the net cash proceeds from the sale to the bidder are less than or equal to $75 million and White Oak did not withdraw its stalking horse bid under circumstances not covered by the sale procedures.

Epic would pay $1 million to White Oak to the extent net cash proceeds are less than or equal to $75 million and the bid was withdrawn in accordance with the bid procedures or $2 million to the extent the net cash proceeds are greater than $75 million. These bid protections would then be transferred to Alliance by White Oak.

The minimum and subsequent overbid amounts are both $250,000.

In conjunction with the bankruptcy filing, Epic has received a commitment for $9.5 million in debtor-in-possession financing from White Oak.

The DIP facility will mature on the earlier of the closing of the sale and Nov. 11.

Interest will accrue at a rate of 10%, payable in cash.

According to court documents, Epic has $10 million to $50 million in assets and $100 million to $500 million in debt.

The company’s largest unsecured creditors are Dan Bunkering of Houston, with a $2.23 million trade payable claim; McGriff, Seibels & Williams of Texas, Inc., based in Birmingham, Ala., with a $1.16 million trade payable claim; and Goliath Offshore Holdings Pte. Ltd. of New Orleans, with a $1.14 million trade payable claim.

Porter Hedges LLP is representing Epic in its Chapter 11 proceedings.

Epic is a Houston-based full-service provider to the global decommissioning, installation and maintenance markets. The Chapter 11 case number is 19-34752.

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