Pacific Drilling S.A. (2020) – Proposes $25.0mn Exit Facility With Incremental Borrowing of Up to $50.0mn

Register, or to view the article

December 4, 2020 – Further to their "prearranged" Plan of Reorganization and restructuring support agreement, the Debtors have now filed the proposed terms of an exit facility [Exhibit A to Docket No. 202] under which the Debtors may request to borrow the lesser of $25.0mn or the remaining unfunded commitments and may request incremental financing not to exceed $50.0mn.

Key Terms of the Exit Facility:

  • Borrower: Pacific Drilling Company LLC
  • Administrative Agent: Cantor Fitzgerald Securities.
  • Commitment:
    Term Loan: The Borrower must deliver notice to the Administrative Agent at least twelve (12) Business Days prior to any applicable Borrowing Date of the Borrower’s intention to make a borrowing of Loans pursuant to this Section 2.01 on such Borrowing Date. The aggregate principal amount of Loans to be made on any Borrowing Date must equal or exceed the lesser of (i) $25,000,000 or (ii) the remaining unfunded Commitments in effect immediately prior to such Borrowing. Each Borrowing of Loans shall consist of Loans made simultaneously by the Lenders in accordance with their respective Commitments.
    Incremental Term Loan Commitments: The Borrower may at any time or from time to time during the Delayed Draw Availability Period, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) (an “Incremental Request”), request the establishment of one or more new commitments to fund term loans (collectively, the “Incremental Term Loan Commitments”), in an aggregate principal amount not to exceed, as of any date of determination, $50,000,000.
  • Date and Location: Included in December 4, 2020 Plan Supplement [Docket No. 202 Exhibit A]
  • Interest: twelve percent (12.0%) per annum.
  • Maturity/Termination: The earlier of (a) December 31, 2025 and (b) the acceleration of all Obligations.
  • Fees: (a) The Borrower agrees to pay to the Administrative Agent for benefit of each Lender an unused fee (an “Unused Fee”) equal to the product of 1.00% per annum and the average daily amount of the Unused Commitments during the Delayed Draw Availability Period. (b) The Borrower agrees to pay an upfront fee of 2.00% of the sum of the aggregate amount of the Term Loan Commitments on the Closing Date (inclusive of any Term Loans borrowed on the Closing Date), payable in cash to each Lender on a pro rata basis in accordance with the amount of each such Lender’s Term Loan Commitments on the Closing Date. (c) The Borrower agrees to pay to the Administrative Agent for its own account the fees as separately agreed upon in the Fee Letter. .

Plan Background

On the Petition date (immediately prior to the filing of the their Petitions), the Debtors entered into a restructuring support agreement (the "RSA") with "Consenting First Lien Creditors" holding more than 72% in principal amount of the First Lien Notes claims and "Consenting Second Lien Creditors" holding more than 73% in principal amount of the Second Lien Notes claims.

The Plan confirmation hearing is scheduled for December 21, 2020.

Prepetition Indebtedness

As of the Petition date, the Debtors had funded indebtedness totaling approximately $1.076bn

Debt Instrument

Maturity Date

Outstanding Principal Amount

First Lien Notes

October 1, 2023

$750.0mnn

Second Lien PIK Notes

April 1, 2024

$326.0mn

Total

 

$1,076.0mn

Read more Bankruptcy News