Davis Polk Advises on Harvey Gulf Chapter 11 Restructuring

Davis Polk is advising the administrative agent and working with a steering committee of lenders holding the majority of the loans under HGIM Holdings, LLC’s $1.2 billion prepetition secured credit facility in connection with a comprehensive restructuring to be implemented through a prepackaged chapter 11 plan of reorganization filed with the Bankruptcy Court for the Southern District of Texas.

On February 8, 2018, the administrative agent and a substantial majority of the lenders entered into a Restructuring Support Agreement, pursuant to which approximately 70% of the secured debt under the prepetition facility will be equitized in the form of shares and warrants and lenders will receive notes under a new $350 million exit facility. On February 22, 2018, Harvey Gulf’s principal equity holder also signed onto the Restructuring Support Agreement and agreed to contribute to Harvey Gulf its 41.3% stake in a shipyard that builds and stores vessels for Harvey Gulf in exchange for $16 million and warrants for equity in the reorganized Harvey Gulf. On March 7, 2018, Harvey Gulf filed voluntary chapter 11 petitions in the Bankruptcy Court for the Southern District of Texas and on March 8, 2018, Harvey Gulf filed its chapter 11 plan of reorganization. The prepackaged plan enjoys the support of lenders holding an overwhelming majority of the equitizing claims.

 The chapter 11 filing and successful solicitation of Harvey Gulf’s prepackaged plan represent the culmination of more than nine months of work on the part of the administrative agent, its steering committee and numerous other stakeholders of Harvey Gulf. By deleveraging Harvey Gulf’s capital structure, forming a new board of directors and restructuring Harvey Gulf’s relationship with the Gulf Coast Shipyard, the plan clears the way for Harvey Gulf to emerge as a stable industry leader. The Davis Polk team played a leading role on behalf of the lenders in designing, negotiating, documenting and implementing the RSA and the chapter 11 plan.

Harvey Gulf is a provider of offshore supply vessels and marine support services to support offshore oil and gas exploration and production and is headquartered in New Orleans, Louisiana. Harvey Gulf provides offshore production and drilling vessel support services, including the transportation of supplies, equipment and personnel to support drilling and production activities, offshore construction, remotely operated underwater vehicles and subsea support services and a variety of other specialized vessel services.

The Davis Polk restructuring team includes partner Damian S. Schaible and associates Angela M. Libby and Benjamin M. Schak. The finance team includes partner Jinsoo H. Kim. The mergers and acquisitions team includes partners William L. Taylor and Stephen Salmon and associate Faizan A. Tukdi. The executive compensation team includes counsel Ron M. Aizen. The capital markets team includes partner Derek Dostal. The tax team includes partner Kathleen L. Ferrell. Members of the Davis Polk team are based in the New York and Northern California offices.