Nighthawk Energy plc Notice of Chapter 11 and Suspension (6600M)

TIDMHAWK

RNS Number : 6600M

Nighthawk Energy plc

01 May 2018

30 April 2018

NIGHTHAWK ENERGY PLC

("Nighthawk" or "the Company")

Notice of Chapter 11 and suspension of trading on AIM

Nighthawk, the US focused oil development and production company (AIM: HAWK and OTCQX: NHEGY), announces that today it has filed for protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Company's first-tier U.S. subsidiary, Nighthawk Royalties LLC, also filed for Chapter 11 protection.

With reference to the Company's 20 April 2018 announcement, on 19 April 2018, the Company received a notice of default from the Commonwealth Bank of Australia ("CBA") relating to its 18 April 2018 deadline for a definitive agreement of sale or restructure as set forth in the 9(th) Amendment. Consequently, the Company is subject to possible remedial actions by CBA that may include foreclosure or other recourse against assets of the Company and its U.S. subsidiaries. It is, however, the Company's belief that CBA will continue to allow the Company to pursue in good faith its plan of restructure or asset sale on or before 1 June 2018. The Company has therefore acted in filing for protection under Chapter 11 in order to preserve its ability to pursue the asset sale or other restructuring proposals.

Additionally, with reference to the Company's 20 April 2018 announcement, the Company has entered into a non-binding letter of intent with one of the parties identified by its investment banker to explore the possibility of an asset purchase on or before the maturity date of its credit agreement with CBA of 1 June 2018.

Whilst there can be no certainty the Company will proceed with the asset sale route, it is likely that any such sale would be effectuated through an additional future voluntary Chapter 11 bankruptcy filing by its U.S. operating unit, Nighthawk Production LLC (which has not, to date, filed for protection under Chapter 11), and would yield no residual value for shareholders whose interests are subordinated to the claims of creditors and expenses of administration.

The Company remains open to discussions with its major stakeholders regarding a possible alternative proposal for restructuring the CBA Loan and a recapitalization of the Company.

The Company continues to meet all its operating and financial obligations on a timely manner and its current cash position is approximately $2,000,000 (following receipt of the most recent monthly net production revenue), all of which remains subject to the lien held by CBA. This amount is sufficient to maintain its current operating level and cover all these expenses, save for the repayment of the CBA Loan principal through the anticipated restructuring process.

In Chapter 11 the Company operates under the protection and exclusive jurisdiction of the Delaware bankruptcy court, with authority for its existing board of directors and management to conduct and transact business in the ordinary course. Transactions outside the ordinary course, such as a proposed sale of assets under section 363 of the US Bankruptcy Code, require approval of the Delaware bankruptcy court upon notice to creditors, shareholders and other parties in interest.

At the request of the Company, trading on AIM of the Company's ordinary shares will be suspended from 07:30am (London time) on 1 May 2018, pending clarification of its financial position.

Further announcements will be made in due course.

Enquiries:

 
 Nighthawk Energy plc 
 Rick McCullough, Chairman            [phone] 
 Chris Kohler, Interim Chief 
  Financial Officer              [phone] 
 
 Stockdale Securities Limited    [phone] 
 Richard Johnson 
 Edward Thomas 
 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU 596/2014).

This information is provided by RNS

The company news service from the London Stock Exchange

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May 01, 2018 02:00 ET (06:00 GMT)