Bankruptcy: Riverstone’s Fieldwood files Ch. 11, raises equity, acquires assets


[Context: On February 15, Riverstone-backed Fieldwood Energy announced filing Chapter 11 to reduce debt by $1.6bn, raising $525m, and acquiring assets from Noble Energy (NYSE: NBL). Further details and related links are below.]

Fieldwood Energy | Riverstone

HOUSTON, Feb. 15, 2018 /PRNewswire/ — Fieldwood Energy LLC (together with its subsidiaries and certain affiliates, the “Company” or “Fieldwood”) announced today that it has filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the Southern District of Texas as part of a “prepackaged” chapter 11 case. In connection with the filing, the Company entered into a Restructuring Support Agreement (“RSA”) with support from stakeholders representing, in principal amount, approximately 75% of its first lien term loans, 72% of its first lien last-out term loan, 77% of its second lien term loan, and Riverstone, as the holder of 100% of the Company’s sponsor second lien term loan as well as the Company’s private equity sponsor.

The Chapter 11 plan of reorganization (the “Plan”) filed on the “first day” of the case encompasses a comprehensive restructuring of the Company’s balance sheet and an acquisition of significant revenue-producing assets. Specifically, the proposed restructuring contemplates (a) reducing current debt by approximately $1.6 billion, (b) raising capital of approximately $525 million through an equity rights offering (the “Rights Offering”), and (c) acquiring all deepwater oil and gas assets of Noble Energy, Inc. located in the Gulf of Mexico. The assets complement and enhance the Company’s asset base and operations. The Company will use the proceeds of the Rights Offering to fund the acquisition, fund the costs and expenses of the Chapter 11 cases, and for general working capital after emergence from Chapter 11. The Plan also provides that holders of undisputed general unsecured claims will be paid cash in full.

Fieldwood’s Chief Executive Officer, Matt McCarroll, commented, “These developments are the result of extensive negotiations with our lenders and Riverstone as well as Noble Energy, Inc. We appreciate the incredible efforts by all parties involved in structuring this unique plan of reorganization, which we expect to allow the Company to emerge from chapter 11 within the next 60 days with a much stronger balance sheet and greater financial flexibility to grow. Our goal going into this process was to fix our leverage and liquidity issues while continuing to honor our commitments to all of our business partners, vendors, and employees as well as all of the government agencies that touch our business. I believe that we have accomplished that goal with this plan.”

Additionally, in connection with this process, the Company has obtained a $60 million debtor-in-possession financing facility which is available, if necessary, to ensure that the Company has adequate funds to operate the business during the restructuring process. Fieldwood also filed First Day Motions seeking approval to continue paying in full, all operating expenses, joint interest billings, royalties, insurance and surety bond costs, employee related expenses, and taxes, among other things.

Mr. McCarroll continued, “We fully expect that our operations will continue in the normal course and that we will continue to be able to meet all of our business obligations to third parties as well as the government throughout this process.”

Fieldwood’s Chapter 11 case is being heard in the United States Bankruptcy Court for the Southern District of Texas. Additional information, including the Plan and related Disclosure Statement, is available at Questions also may be directed to the Company’s dedicated hotline at 855-631-5346.

Nothing in this press release shall constitute a solicitation of the holders of any of Fieldwood’s indebtedness or securities with respect to the matters contemplated by the RSA and Backstop Agreement or an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities of Fieldwood. Any such securities that may be offered under the Plan have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

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