Denver-based Triangle USA Petroleum Corporation (TUSA) said Thursday that it has filed for Chapter 11 bankruptcy protection.
TUSA and Ranger Fabrication, and their respective subsidiaries, have filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware.
Triangle Petroleum Corporation (TPLM), TUSA’s parent company, is not included in the filing.
The filing will facilitate the restructuring of TUSA’s balance sheet.
Triangle Petroleum will continue to operate in the ordinary course throughout TUSA’s Chapter 11 process, while continuing to assess its own strategic alternatives.
TPLM said its ongoing assets include cash on hand, its 100 percent ownership interest in RockPile Energy Services and its minority investment in Caliber Midstream Partners,.
TPLM holds $8.2 million of TUSA’s 6.75 percent Senior Unsecured Notes due 2022 and an estimated $286 million in net operating losses as of January 31, in addition to other assets.
“Although RockPile previously announced that it is conducting its own review of strategic alternatives, TUSA’s restructuring does not directly affect TPLM’s interest in RockPile,” TPLM said.
TPLM said it continues to evaluate strategic options to maximize the value of its assets and has engaged in discussions with its principal stakeholders to “identify a comprehensive solution.”
TPLM also said that it has adopted a tax benefits preservation plan designed to reduce the likelihood that Triangle will experience an “ownership change” under U.S. federal income tax laws.
As part of the plan, Triangle’s board of directors declared a dividend of one preferred stock purchase interest for each outstanding share of its common stock.
The issuance of preferred stock pursuant to the plan will be subject to shareholder approval.
TPLM has also expanded the board of directors from five to six directors and has appointed James B. Shein as an independent director.
Shein is currently Clinical Professor of Strategy at the Kellogg School of Management at Northwestern University.
TPLM’s board has also formed a special committee and appointed Shein and Gus Halas, an incumbent independent director, as its members.
“The special committee is charged with maximizing value for the company, its shareholders and other relevant stakeholders as the company continues its ongoing evaluation of strategic alternatives,” TPLM said.