HGI Energy Holdings LLC, a wholly-owned subsidiary of HRG Group Inc. (NYSE: HRG), has agreed to sell 100% of its equity interest in its oil and gas subsidiary, Compass Production Partners, to CPP WI Holding Company LLC, an affiliate of Mountain Capital Management, a newly formed Houston-based energy private equity firm.
Compass will be sold for $145 million in cash, which will be reduced at closing by the balance of Compass' credit facility outstanding at closing (currently estimated to be $125 million). The purchase price is subject to other customary closing adjustments, including adjustments for title and environmental defects. HRG is a party to the agreement for the purpose of satisfying HGI Energy's post-closing obligations to the buyer.
The transaction is expected to close in August of 2016 subject to satisfaction of applicable closing conditions. The agreement may terminate at any time following September 15, 2016 if closing has not occurred by such date.
In addition, at the closing of the transaction, HGI Energy will be recapitalized with an equity contribution of $110 million in assets or cash to satisfy its future obligations.