Title

SSG Advises Nighthawk Energy plc on the Sale of Substantially All of its Assets to an Affiliate of Morse Energy Capital Partners
July 2018
and its subsidiaries have sold
substantially all of their
assets to an affiliate of
Under Section 363 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware
The undersigned acted as Investment Banker to
Nighthawk Energy plc on this transaction

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SSG Capital Advisors, LLC ("SSG") acted as the investment banker to Nighthawk Energy plc and its subsidiaries (collectively "Nighthawk" or the "Company") in the sale of substantially all of its assets to an affiliate of Morse Energy Capital Partners ("Morse"). The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Delaware. The transaction closed in July 2018.

Nighthawk is engaged in the exploration, development and production ("E&P") of oil in the Denver-Julesburg ("DJ") Basin. Founded in 2006, the Company is headquartered in Highlands Ranch, Colorado and was publicly traded and listed on the London Stock Exchange. Nighthawk began its E&P operations in 2007 as a non-operating partner and in 2011 began acquiring its partner's positions to become the operator of the assets. Today, the Company controls approximately 140,000 net acres in the oil-rich southeastern DJ Basin.

The Company's liquidity became severely constrained as a result of the precipitous decline in oil prices in 2014 and 2015, burdensome senior debt payments and an investment in a waterflood project that yielded unfavorable results. In order to recapitalize the business and take advantage of near-term drilling opportunities, the Company retained SSG in January 2018 as its exclusive investment banker to assist in the exploration of strategic alternatives.

In addition to conducting a comprehensive pre-petition marketing process, SSG also engaged in discussions with Nighthawk's junior debt and equity holders to restructure and recapitalize the Company. Unable to reach a viable proposal with these stakeholders, Nighthawk focused its attention on the marketing effort which produced multiple letters of intent from both strategic and financial buyers. Nighthawk ultimately reached an agreement with Morse to be a stalking horse bidder for substantially all of the Company's assets in a Section 363 sale process. In April 2018, select Nighthawk subsidiaries filed for Chapter 11 protection with the remaining entities filing in May 2018. After SSG conducted a post-petition marketing process, Morse's $18 million stalking horse bid was ultimately deemed to be the highest and best offer. SSG's ability to solicit offers in a fast-tracked process and its experience with special situation sale processes enabled the Company to maximize value.

Morse Energy Capital Partners is a Denver, Colorado-based private investment firm focused on lower middle market upstream oil and gas investment opportunities in North America.

Other professionals who worked on the transaction include:

Mark D. Bloom, Marc J. Musyl, Paul J. Keenan, Jr., Dennis A. Meloro, John R. Dodd, Ari Newman and Andrew P. Rubin of Greenberg Traurig, LLP, counsel to Nighthawk Energy plc;
William Willson of South Square, U.K. counsel to Nighthawk Energy plc;
Drew McManigle of SierraConstellation Partners LLC, independent board member to Nighthawk Energy plc;
Christopher L. Dickerson, Paris A. Theofanidis, Jason H. Busch and Nathan S. Gimpel of Paul Hastings LLP, co-counsel to the senior lender to Nighthawk Energy plc;
Matthew B. Lunn and Ian J. Bambrick of Young Conaway Stargatt & Taylor, LLP, co-counsel to the senior lender to Nighthawk Energy plc;
Joseph R. D'Angelo and H. Brock Hudson of Carl Marks Advisors, financial advisor to the senior lender to Nighthawk Energy plc;
Christopher Richardson, Sam Niebrugge, Tim Canon and Nathan James Goergen of Davis Graham & Stubbs LLP, co-counsel to Morse Energy Capital Partners;
Timothy A. Davidson II, Harve Truskett, Parker A. Lee and Joseph Rovira of Hunton Andrews Kurth LLP, co-counsel to Morse Energy Capital Partners;
Sean W. Moran and Donald E. Malecki of Buchanan Ingersoll & Rooney PC, co-counsel to Morse Energy Capital Partners; and
Jeffrey C. Wisler of Connolly Gallagher LLP, co-counsel to Morse Energy Capital Partners.

CONTACTS ON THIS DEAL

Contacts On This Deal

J. Scott Victor
Managing Director
Email: jsvictor@ssgca.com
Phone: (610) 940-5802
Mark E. Chesen
Managing Director
Email: mchesen@ssgca.com
Phone: (610) 940-5801
Neil Gupta, CFA
Director
Email: ngupta@ssgca.com
Phone: (610) 940-2663
Matthew J. Arden
Vice President
Email: marden@ssgca.com
Phone: (610) 940-3882
Brett E. Kravitt
Associate
Email: bkravitt@ssgca.com
Phone: (610) 940-2619