Fieldwood Energy Files Prepackaged Chapter 11 Cases and Announces Gulf of Mexico Acquisition

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 http://cases.primeclerk.com/fieldwood. Questions also may be directed to the Company's dedicated hotline at 855-631-5346.

Kevin Bruce
Director, Government & Industry Affairs
Fieldwood Energy LLC
2000 W. Sam Houston Pkwy S., Suite 1200
Houston, TX 77042
(713) 969-1044
[email protected]

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.

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.

Certain statements in this press release constitute forward looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.  Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain or be identified by the words "believe," "expect," "expected to be," "anticipate," "contemplates", "plan," "intend," "foresee," "forecast," "continue," "can," "will," "will continue," "may," "should," "would," "could" or other similar expressions that are intended to identify forward-looking statements and include statements about our ability to successfully complete the asset acquisition described above, implement a pre-packaged Chapter 11 plan and emerge from bankruptcy. Readers are cautioned that any forward-looking statements herein, are subject to a number of assumptions, risks, and uncertainties, many of which are beyond our control.  Important assumptions and other important factors that could cause actual results to differ materially and include, but are not limited to, those factors, risks and uncertainties described in more detail in the Disclosure Statement for the plan, as well as the volatility in commodity prices for crude oil and natural gas, the presence or recoverability of estimated reserves, the ability to replace reserves, environmental risks, drilling and operating risks, exploration and development risks, competition, government regulation or other actions, the ability of management to execute its plans to meet its goals and other risks inherent in our businesses.  Readers are cautioned that the forward-looking statements speak as of the date hereof, are based on our current beliefs, intentions and expectations, and are not guarantees of future performance.  Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and Fieldwood undertakes no obligation to update any such statements.

SOURCE Fieldwood Energy