Fieldwood Energy’s Prepackaged Chapter 11 Cases

The Company has engaged Weil, Gotshal & Manges LLP as its legal counsel, Evercore Group LLC as its financial advisor, and Opportune LLP as its restructuring advisor. The First Lien Group has engaged O’Melveny & Myers LLP as its legal counsel and Houlihan Lokey Capital, Inc. as its financial advisor. The RBL Lenders have engaged Willkie Farr & Gallagher LLP as its legal counsel and RPA Advisors, LLC as its financial advisor. The Cross-Holder Group has engaged Davis Polk & Wardwell LLP as its legal counsel and PJT Partners LP as its financial advisor. Riverstone has engaged Vinson & Elkins LLP as its legal counsel and Perella Weinberg Partners as its financial advisor.

Fieldwood Energy LLC 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.

V&E advised Riverstone with a team including David Meyer (Picture) and Jessica Peet.

Involved fees earner: David Meyer – Vinson & Elkins LLP; Jessica Peet – Vinson & Elkins LLP;

Law Firms: Vinson & Elkins LLP;

Clients: Riverstone Holdings LLC;

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Author: Ambrogio Visconti