Fieldwood’s takeover of Noble’s Gulf of Mexico assets part of Chapter 11 plan

Houston-based Fieldwood Energy has filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code as part of a “prepackaged” chapter 11 case. 

The filing came at the same time as the announcement of Fieldwood’s acquisition of Noble Energy’s deepwater Gulf of Mexico assets in a transaction worth about $710 million.

Included in the transaction are Noble Energy’s interests in six producing fields and all undeveloped leases.

The duo announced the deal on Thursday. At the same time, Fieldwood announced its filing for relief under Chapter 11 in the Bankruptcy Court for the Southern District of Texas.

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 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 reducing current debt by approximately $1.6 billion, raising capital of approximately $525 million through an equity rights offering, and acquiring all deepwater oil and gas assets of Noble Energy, Inc. located in the Gulf of Mexico.

Fieldwood said that Noble’s 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.

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.”