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Fieldwood Energy Reaches Restructuring Support Agreement With Lenders, Commences Chapter 11 Cases and Secures Approval of DIP Financing

Davis Polk is advising the administrative agent on behalf of a steering committee of lenders holding more than 25% of Fieldwood Energy LLC’s $1.14 billion secured first-lien credit facility, 70% of the $517.5 million secured first-lien last-out credit facility and 76% of the $845.5 million secured second-lien credit facility, and the administrative agent under Fieldwood’s $60 million junior secured debtor-in-possession 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 14, 2018, Fieldwood Energy and certain of its subsidiaries entered into a restructuring support agreement with the administrative agent, the steering committee and the company’s sponsor Riverstone Holdings LLC, pursuant to which the second-lien lenders and Riverstone will equitize their claims in exchange for a pro rata share of the equity in the newly-restructured company and provide a new money rights offering of $525 million backstopped by the steering committee and Riverstone. Part of the rights offering will be used to fund Fieldwood’s acquisition of deepwater Gulf of Mexico assets from Noble Energy Inc. for approximately $480 million. This restructuring is one of the very few cases in which a debtor has simultaneously entered into chapter 11 protection and a significant asset purchase and is especially notable for the unprecedented speed and scope of the related transactions. The combined transactions will result in the reduction and/or refinancing of more than $3.8 billion of secured debt and will significantly increase cash flow.

Certain members of the steering committee, along with Riverstone, are also providing the debtor-in-possession credit facility.

Fieldwood Energy LLC is the largest oil and gas exploration and production company in the Outer Continental Shelf of the Gulf of Mexico. The company is headquartered in Houston, Texas.

The Davis Polk restructuring team includes partners Damian S. Schaible and Darren S. Klein and associates Natasha Tsiouris, Jonah A. Peppiatt and Eugene Y. Park. The corporate team includes partner Stephen Salmon and associate Jason P. Thompson. The credit team includes partner Jinsoo H. Kim, counsel Christian Fischer and associate Scott M. Herrig. Members of the Davis Polk team are based in the New York and Northern California offices.