Allied Nevada Gold amended plan includes wholesale treatment changes

By Caroline Salls

Pittsburgh, July 24 – Allied Nevada Gold Corp. filed an amended plan of reorganization and related disclosure statement Thursday with the U.S. Bankruptcy Court for the District of Delaware.

Allied Nevada said holders of 76.24% of the total outstanding principal amount of note claims, 100% of the holders of secured ABL claims and 100% of holders of secured swap claims executed an amended and restated restructuring support agreement dated July 23.

The terms of the amended plan include the following:

• Holders of secured ABL claims and secured swap claims will receive a share of secured ABL/swap cash payments not made before the plan effective date after a $10 million secured ABL cash payment, a secured ABL/swap claims excess cash flow payment and new first-lien term loans.

In addition, any unpaid amounts owed to the holders of secured ABL claims under the company’s debtor-in-possession facility will be due in cash on the plan effective date;

• Holders of DIP facility claims will receive a share of DIP facility consideration provided, however, that only the DIP backstop lenders will receive a share of a 3% backstop put option payment. The DIP facility consideration will be paid in its entirety from exit financing;

• Holders of unsecured claims will receive a share of 100% of new common stock in the reorganized company, subject to dilution by the conversion of new second-lien convertible notes;

• Subordinated securities claims will be extinguished, and holders will not receive any property or consideration;

• Intercompany claims will be adjusted, continued, contributed to capital or discharged to the extent determined by the debtors; and

• All existing equity interests will be cancelled, released and extinguished, and holders will receive no recovery.

Plan comparison

In comparison, under the original plan,

• Holders of secured ABL claims would have received a share of secured ABL/swap cash payments not made before the plan effective date after a $10 million secured ABL cash payment, as well as new first-lien term loans.

In addition, any unpaid amounts owed to the holders of secured ABL claims under the company’s debtor-in-possession facility would have been due in cash on the plan effective date;

• Holders of secured swap claims would have received a share of the secured ABL/swap cash payments not made before the effective date and first-lien term loans.

In addition, the amounts owed under the DIP facility would have been due on the effective date;

• Holders of DIP facility claims would have received a share of DIP facility consideration in exchange for its share of the first $25 million of allowed DIP facility claims, as well as a share of new second-lien convertible term loans.

The DIP facility consideration would have been subject to dilution on account of a management incentive plan, new warrants and conversion of the second-lien convertible term loans;

• Holders of note claims could have elected to receive a share of 75% of new common stock, subject to dilution on account of the incentive plan, the exercise of the new warrants and the conversion of the term loans or a share of a cash distribution;

• Holders of swap deficiency claims and general unsecured claims would have been paid in full in cash plus post-bankruptcy interest;

• Subordinated securities claims would have been extinguished, and holders would not have received any property or consideration provided, however, that the plan would not have extinguished any rights a holder may have against existing insurance maintained by the Allied Nevada debtors;

• Intercompany claims would have been adjusted, continued or discharged to the extent determined by the debtors; and

• If the class of holders of existing equity interests voted in favor of the plan, each holder would have received a share of the new warrants. If the class voted against the plan, each holder would have received no recovery.

The disclosure statement hearing is scheduled for Aug. 20.

Allied Nevada is a Reno, Nev., gold and silver miner that filed for bankruptcy on March 10. Its Chapter 11 case number is 15-10503.

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