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Latham & Watkins Advises Great Western Petroleum in its Senior Secured Notes Offering, Credit Agreement Amendment, and Comprehensive Equity Recapitalization

February 23, 2021
Multidisciplinary team advises the independent oil and natural gas company in multiple strategically important transactions.

Great Western Petroleum, LLC (the Company) has announced that it has completed its previously announced comprehensive equity recapitalization transaction (the Recapitalization Transaction). The Company has amended and restated its limited liability company agreement to effect the exchange of all outstanding preferred units for new common units. This exchange results in the elimination of annual preferred distributions of approximately US$23.7 million. In addition, as part of the Recapitalization Transaction, The Broe Group has made an additional equity investment in the Company.

Concurrently with the Recapitalization Transaction, the Company and its wholly owned subsidiary, Great Western Finance Corp., as co-issuer (Finance Corp. and, together with the Company, the Issuers), completed their previously announced offering (the Offering) of US$235 million aggregate principal amount of 12% Senior Secured Second Lien Notes due 2025 (the Notes). The Notes will mature on September 1, 2025. The completion of the Offering was a condition precedent to the consummation of the Recapitalization Transaction. The net proceeds from the Offering, along with cash on hand, will be used to redeem in full the Issuers’ outstanding 9% Senior Notes due 2021, which redemption is expected to occur on March 3, 2021.

Denver-based Great Western Petroleum, LLC is an independent oil and natural gas company focused on the exploration, development, acquisition, and exploitation of unconventional reserves of oil, natural gas, and NGLs in the core of the Wattenberg Field, which is located within the DJ Basin.

Latham & Watkins LLP advised Great Western Petroleum, LLC in the transactions with a team led by Houston partner David Miller and New York partner David Hammerman, with assistance on the Offering from Houston associates Om Pandya, Monica White, Lexi Santa Ana, Katie Walker, and Michael Basist, and on the Recapitalization Transaction from Houston associates Thomas Verity and Drew West and New York associate Randy Weber-Levine. Advice was also provided on finance matters by Houston partner Matt Jones, with Houston associates Max Fin and Matt Snodgrass; on tax matters by Houston partners Tim Fenn and Jim Cole, with Houston associate Chelsea Muñoz-Patchen; and on environmental matters by Los Angeles counsel Joshua Marnitz; and on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum.