EX-99.4 5 a19-19406_1ex99d4.htm EX-99.4

Exhibit 99.4

 

Highly Confidential Prepared at the Direction of Counsel Subject to FRE408 Project Explorer Restructuring Term Sheet Proposals September 29, 2019

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Highly Confidential Prepared at the Direction of Counsel Subject to FRE408 Term Sheet Comparison 8/30 Ad Hoc Group Proposal 9/16 Company Counterproposal 9/27 Ad Hoc Group Counterproposal 9/29 Company Global Settlement Proposal backstop fee consisting of a rollup of  Backstop fee TBD, paid in equity discounted rights offering subscription Rights Noteholders  [20]% backstopped by certain 1.5L 1 The 9/29 Company proposal is being made subject to FRE 408 and similar applicable rules of evidence. The Company is not taking a position with respect to valuation and the proposal is intended to achieve a compromise between competing creditor groups that have expressed different views on valuation and the appropriate path forward for the Company. The Company believes that a consensual restructuring with both creditor groups is in the best interests of the Company, all of its stakeholders, and minimizes uncertainty, expense and litigation risk.  $[200]mm new money secured debt Roll up of [•]% of prepetition $629mm Same as 9/16 Company Same as 9/16 Company raise (the “DIP to Exit”), pari passu withRBL Facility structured as a [DIP-to-ExitCounterproposalCounterproposal the existing RBLFacility]  [6.5]% rate; Rolls into $[200]mm exit facility with 6 year maturity  Backstopped by 1.125L / 1.25L Ad Hoc Group (the “Ad Hoc Group”); [5.0]% backstop fee, payable in cash  $125mm made available to 1.125L noteholders and $75mm made available to 1.25L noteholders DIP / Cash Collateral  $[200]mm new money convertible Common Equity Rights Offering (“ERO”) No Equity Rights Offering ERO of $[250]mm preferred equity raiseof $[250]mm [80]% offered to 1.25L and [20]% to  Backstopped by Ad Hoc Group members Offered to 1.25L and 1.5L holders1.5L holders on account of 1.25L positions; [50]%with percentage splits TBD Backstop fee [6]%, paid in equity (at 1.25L claims into New 2L Notesprice)  $75mm made available to 1.125L [•]% backstopped by Ad Hoc noteholders and $125mm madeGroup members [80]% backstopped by Ad Hoc available to 1.25L noteholders [•]% backstopped by certain 1.5LGroup members  Funds from the ERO used as follows:Noteholders  Pay down pro forma RBL Facility Funds from the ERO used as follows: [/roll-up DIP], pay Chapter 11 case Pay down pro forma RBL Facility admin. expenses and fund exit costs[/roll-up DIP], pay Chapter 11 case admin. expenses and fund exit costs Equity Offering  $[1,100]mm resulting from Total $[1,250]mm [8.0]% 2L Notes $1,200mm resulting from Total $[1,250]mm [8.0]% 2L Notes  Exchanging all outstanding 1.125Lresulting from Exchanging $800mm of 1.125L Notesresulting from Notes at par ($1,000mm) Exchanging all outstanding 7.75%at par Exchanging all outstanding 7.75%  Rolling up $[100]mm of 1.25L Notes1.125L Notes at par ($1,000mm), and New money of $400mm structured as1.125L Notes at par ($1,000mm), and as part of Rights Offering backstop New money of $[250]mm structureda debt rights offering, $250mm made New money of $[250]mm structured (i.e., [50]% of $[200]mm of newas a debt rights offering offered toavailable to 1.125L and $150mmas a debt rights offering offered to money)1.25L holdersmade available to 1.25L1.25L holders  [5]% backstop fee paid in cash;  New money backstopped by Ad Hoc  [5]% backstop fee paid in cash; backstopped by certain Ad Hoc Group Group members backstopped by Ad Hoc Group Members  8.0% backstop fee paid in cash members New 2L Notes

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Highly Confidential Prepared at the Direction of Counsel Subject to FRE408 Term Sheet Comparison (Cont’d) 8/30 Ad Hoc Group Proposal 9/16 Company Counterproposal 9/27 Ad Hoc Group Counterproposal 9/29 Company Global Settlement Proposal Notes1 1. Includes $1,092mm 9.375% Notes due May 2024 and $1,000mm 8.000% Notes due February 2 The 9/29 Company proposal is being made subject to FRE 408 and similar applicable rules of evidence. The Company is not taking a position with respect to valuation and the proposal is intended to achieve a compromise between competing creditor groups that have expressed different views on valuation and the appropriate path forward for the Company. The Company believes that a consensual restructuring with both creditor groups is in the best interests of the Company, all of its stakeholders, and minimizes uncertainty, expense and litigation risk.  RBL will be satisfied in full through $629mm RBL Facility Same as 9/16 Company $629mm RBL Facility either: First Out Tranche DIP ClaimsCounterproposal First Out Tranche DIP Claims  Repayment using a combination ofconverted into First Out Trancheconverted into First Out Tranche proceeds from DIP to Exit, Rights Second Out Tranche RBL Claims to Second Out Tranche RBL Claims to Offering, cash at emergencebe rolled up into the Second Outbe rolled up into the Second Out  An amended and restated RBL onTranche; provided, that each holderTranche; provided, that each holder terms to be negotiated consensuallyof RBL Claims that consents to theof RBL Claims that consents to the with existing RBL lendersrestructuring may instead elect torestructuring may instead elect to  RBL facility size to be reduced toparticipate in the First Out Trancheparticipate in the First Out Tranche $500mm Rate: L + 250 - 350, based on utilization Rate: L + 250 - 350, based on utilization  RBL maturity extended beyond 2022 Maturity: Earlier of (a) [4.5] years from Maturity: Earlier of (a) [4] years from the the Effective Date and (b) [7/31/24]Effective Date and (b) [7/31/24] RBL  Fully equitized; receive [99]% of the Receives pro rata recovery of: Fully equitized; receive 34.6% of the Receives pro rata recovery of: reorganized common equity, subject to [•]% of the reorganized commonreorganized common equity, subject to [80]% of the reorganized equity dilution from conversion of preferredequity, subject to dilution from thedilution from MIPsubject to dilution from equity to equity and MIPERO and MIP Receive warrants terms TBDunsecured claims and existing equity  Backstop Ad Hoc Group members Right to participate in [•]% of theand from the ERO and MIP receive pro rata share of New 2L NotesERO Rights to participate in [80]% of the for [50]% backstop commitmentERO 1.25L Notes  Receive pro rata share of $[1,000]mm of Exchanged into New 2L Notes at par $800mm of 1.125Ls receive pro rata Exchanged into New 2L Notes at par – New 2L Notessee prior pageshare of $1,200mm of New 2L Notessee prior page  All accrued and unpaid interest due $200mm of 1.125L notes equitized for under the 1.125Ls paid in full in cash64.4% of the reorganized common  Principal amount of new debt equalequity, subject to dilution from the MIP to all other outstanding obligations All accrued and unpaid interest due with respect to the 1.125Lsunder 1.125Ls paid in full in cash  Principal amount of new debt equal to all other outstanding obligations with respect to the 1.125Ls 1.125L Notes  If voting in favor of plan: fully equitized; Receives pro rata recovery of: If voting in favor of plan: fully equitized; Receives pro rata recovery of: receive [ 0.9]% of the reorganized [•]% of the reorganized commonreceive 0.9 % of the reorganized [20]% of the reorganized equity common equity, subject to dilution fromequity, subject to dilution from thecommon equity, subject to dilution fromsubject to dilution from equity to conversion of preferred equity and MIPERO and MIPMIPunsecured claims and existing equity  If voting against plan: no recovery Right to participate in [•]% of ERO If voting against plan: no recoveryand from the ERO and MIP  [•]% warrants (struck at par plus Right to participate in [20]% of the accrued recovery to the 1.25Ls),ERO subject to dilution from ERO and MIP 1.5L

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Highly Confidential Prepared at the Direction of Counsel Subject to FRE408 Term Sheet Comparison (Cont’d) 8/30 Ad Hoc Group Proposal 9/16 Company Counterproposal 9/27 Ad Hoc Group Counterproposal 9/29 Company Global Settlement Proposal Equity Counterproposal1 provided Equity 1. EIP to contain anti dilution protection from warrants 3 The 9/29 Company proposal is being made subject to FRE 408 and similar applicable rules of evidence. The Company is not taking a position with respect to valuation and the proposal is intended to achieve a compromise between competing creditor groups that have expressed different views on valuation and the appropriate path forward for the Company. The Company believes that a consensual restructuring with both creditor groups is in the best interests of the Company, all of its stakeholders, and minimizes uncertainty, expense and litigation risk.  If voting in favor of plan: fully Unsecured Notes and general unsecured If voting in favor of plan: fully [1]% of the reorganized equity, subject equitized; receive [0.1]% of theclaims(“Unsecured Claims”) receive pro rataequitized; receive 0.1 % of theto dilution from the ERO and MIP reorganized common equity, subjectrecovery of:reorganized common equity, to dilution from conversion of preferred If class votes to accept the Plan: [•]% ofsubject to dilution from MIP equity and MIPthe reorganized equity, subject to dilution If voting against plan: no  If voting against plan: no recoveryfrom the ERO and MIPrecovery  If class votes to reject the Plan: [•]% of the reorganized equity, subject to dilution from the ERO and MIP Unsecured Notes  [Treatment] GUCs receive same treatment as Same as 9/16 Company Same as 9/16 Company Unsecured Notes see aboveCounterproposalCounterproposal Trade Creditors  No recovery [•]% on account of available assets of EP Same as 9/16 Company [2.5]% on account of available assets Energy Corporation, andCounterproposalof EP Energy Corporation  Receives pro rata recovery of:  If Unsecured Claims and Existing Equity classes vote to accept Plan: [•]% of reorg. equity, subject to dilution from ERO and MIP Existing  NA NA NA Apollo and Access contribute DrillCo at a $[•] equity valuation for [•]% of the post-money reorg. equity Jeter  TBD 10% (Details TBD) Same as 9/16 Company 10% pursuant to the term sheet EIP  TBD TBD Same as 9/16 Company Same as 9/16 Company CounterproposalCounterproposal Governance  Publicly listed on NYSE or other Publicly listed on NYSE or other national Same as 9/16 Company Same as 9/16 Company national exchangeexchangeCounterproposalCounterproposal Reorg. Listing  Southern District of Texas Southern District of Texas Same as 9/16 Company Same as 9/16 Company CounterproposalCounterproposal Case Venue

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Highly Confidential Prepared at the Direction of Counsel Subject to FRE408 Company Global Settlement Proposal – PF Capitalization and S&U ($ in millions) Illustrative Sources & Uses of Cash Equity Rights Offering New 2L Notes Exit Facility Draw Balance Sheet Cash $250 250 67 72 Repay DIP Facility Balance Repay Prepet. RBL Facility Balance Pay 1.125L Accrued Interest Exit Costs Repay Jeter RBL Balance Backstop Fees Cash to Balance Sheet $210 297 26 48 35 13 10 Pro Forma Capital Structure Face Value Cash Interest Debt / PF LTM Adj. EBITDAX Pre-Txn. Txn. Adj. Post-Txn. Maturity Coupon Pre-Txn. Post-Txn. Pre-Txn. Post-Txn. Cash Se cured De bt $72 ($62) $10 DIP Facility $210 ($210) $ - [9/30/20] L + 350 $12 $ - L+300 RBL due 2021 297 (297) - 11/23/21 L + 300 16 - Priority Lien Debt 9.375% 1.5 Lien Notes due 2024 8.000% 1.5 Lien Notes due 2025 $2,007 $1,092 1,000 ($1,940) ($1,092) (1,000) $67 $ - - $146 $102 80 $5 $ - - 3.3x 0.1x 5/1/24 2/15/25 9.375% 8.000% Secured Debt Unse cured De bt $4,099 ($2,782) $1,317 $328 $105 6.7x 1.9x 9.375% Senior Unsecured Notes due 2020 7.750% Senior Unsecured Notes due 2022 6.375% Senior Unsecured Notes due 2023 Unsecured Debt $182 182 ($182) (182) $ - - 5/1/20 9/1/22 6/15/23 9.375% 7.750% 6.375% $17 14 $ - - 324 (324) - 21 - $688 ($688) $ - $52 $ - PF LTM Adj. EBITDAX $612 $76 $688 Note: Strip pricing as of 9/20/2019 4 Liquidity $176 $378 $555 Total Debt $4,787 ($3,470) $1,317 $380 $105 7.8x 1.9x Net Debt $4,715 ($3,408) $1,307 7.7x 1.9x New 2L Notes due 2026 - 1,250 1,250 [3/31/26] 8.000% - 100 7.750% 1.125 Lien Notes due 2026 1,000 (1,000) - 5/15/26 7.750% 78 - 8.000% 1.25 Lien Notes due 2024 500 (500) - 11/29/24 8.000% 40 - New Exit RBL Facility - 67 67 [7/31/24] L + 250 - 5 Uses of Cash $639 Sources of Cash $639 Uses of Cash Sources of Cash

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