Willkie Advises Bank of America on Patriot Coal’s Chapter 11 Restructuring and Exit Financing

December 18, 2013

Patriot Coal Corporation emerges from chapter 11 bankruptcy cases pursuant to plan confirmed by U.S. Bankruptcy Court for the Eastern District of Missouri.

On December 18, Patriot Coal Corporation emerged from its chapter 11 bankruptcy cases pursuant to a chapter 11 plan that was confirmed by the U.S. Bankruptcy Court for the Eastern District of Missouri on December 17. Prior to and throughout Patriot’s 18-month bankruptcy, Willkie represented Bank of America, N.A. as administrative agent under Patriot’s prepetition first lien credit facility, as administrative agent and letter of credit issuer under Patriot’s $302 million "second out" DIP letter of credit facility, and as a joint lead arranger and letter of credit issuer under Patriot’s $500 million "first out" DIP revolving credit and term loan facility.

Willkie played a lead role in negotiating the terms of Patriot’s chapter 11 plan and exit financing, which required the Bank of America-led syndicate and letter of credit issuers to consent to a partial roll of the second out DIP facility. The final exit financing package consists of a $201 million senior secured "first out" letter of credit facility, a $250 million new money senior secured "second out" term loan facility and a $95 million senior secured ABL facility. Patriot’s plan also provides for the issuance of $250 million in junior secured notes issued pursuant to a rights offering, as well as the final consummation of critical settlements with the United Mineworkers Association, Peabody Energy Corp. (Patriot’s former parent company) and Arch Coal Inc.

The matter was handled by partners Margot Schonholtz, Ana Alfonso and Jeffrey Goldfarb, associates Penelope Jensen, Sean Zoltek and Richard Kurdziel.