Boart Longyear’s $292 Million Recapitalization

Kirkland & Ellis, Carey and Cariola, Díez, Pérez-Cotapos advised on the transaction

Boart Longyear Limited (ASX: BLY), a leading global supplier of drilling services, drilling equipment and performance tooling, has successfully completed a comprehensive recapitalization plan it previously agreed to with private equity firm Centerbridge Partners, L.P.

The recapitalization transactions which were overwhelmingly supported by Boart Longyear’s shareholders in December 2014, strengthen the Company’s balance sheet, provide greater liquidity and improve the Company’s financial flexibility to support current operations and long-term growth.

The recapitalization transactions were the outcome of a strategic review process initiated by the Company in February 2014. Highlights include:

US$225 million in new loan financing provided by Centerbridge – Proceeds have been used to refinance the Company’s existing revolving credit facility and repurchase existing 10% Senior Secured Notes. The new financing package has eliminated strict covenants associated with the existing revolving credit facility, along with other advantages.

Approximately US$111 million in new equity capital – New capital was raised through two private placements to Centerbridge totalling approximately US$27 million and an equal-access rights offering which totalled approximately $US84 million.

US$16 million Debt Equitization – Centerbridge also agreed to convert its US$16 million holding of Boart Longyear issued debt into US$16 million of equity.

Equity-funded Share Repurchase Plan – The Company also sold Centerbridge approximately 8 million fully paid ordinary shares it acquired in an off-market share buyback launched in December.

Centerbridge Ownership in Boart Longyear – As a result of the recapitalization transactions, Centerbridge now owns approximately 465 million common shares and 434 million preferred shares.

Centerbridge nominee joins Boart Longyear Board – Conor S. Tochilin, who joined Centerbridge as a Principal in 2013, was appointed as a Director. Centerbridge also continues to review other candidates to nominate for further appointments to the Board, as appropriate.

Kirkland & Ellis advised Centerbridge Partners with a team including Judson A. Oswald (Picture), Rachel Gray, Steve Toth, Aaron H. Lorber, Joshua Faulkner, Polina Liberman y Thad W. Davis. Asociados Tim Dondanville, Leah Kristina Charlesworth and Justin Han.

In Chile, Carey advised Centerbridge Partners with Francisco Ugarte, Alejandra Daroch, Pamela Morales and Domingo Russi.

Cariola, Díez, Pérez-Cotapos advised Boart Longyear and Boart Longyear Chile with Juan Antonio Parodi, Florencia Grez and Teresita Fernández.

Involved fees earner: Alejandra Daroch – Carey; Pamela Morales – Carey; Domingo Russi – Carey; Francisco Ugarte – Carey; Teresita Fernández – Cariola, Díez, Pérez-Cotapos & Cía Ltda; Florencia Grez – Cariola, Díez, Pérez-Cotapos & Cía Ltda; Juan Antonio Parodi – Cariola, Díez, Pérez-Cotapos & Cía Ltda; Leah Charlesworth – Kirkland & Ellis; Thad Davis – Kirkland & Ellis; Tim Dondanville – Kirkland & Ellis; Joshua Faulkner – Kirkland & Ellis; Rachel Gray – Kirkland & Ellis; Justin Han – Kirkland & Ellis; Polina Liberman – Kirkland & Ellis; Aaron Lorber – Kirkland & Ellis; Judson Oswald – Kirkland & Ellis; Steve Toth – Kirkland & Ellis;

Law Firms: Carey; Cariola, Díez, Pérez-Cotapos & Cía Ltda; Kirkland & Ellis;

Clients: Boart Longyear; Boart Longyear Chile; Centerbridge Partners;


Author: Ambrogio Visconti