Parker Drilling Company – Court Confirms Amended Joint Plan of Reorganization

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March 5, 2019 – The Court hearing the Parker Drilling Company cases confirmed the Debtors' Amended Joint Plan of Reorganization [Docket No. 459, filed on March 7, 2019].

On November 12, 2018, Parker Drilling Company and 19 affiliated Debtors filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Southern District of Texas, lead case number 18-36958. In its Chapter 11 Petition, the Company, which provides drilling rigs and equipment to oil and gas drilling companies, noted between 10,000 and 25,000 creditors; estimated assets between $10mn and $50mn; and estimated liabilities between $500mn and $1bn.

In a press release announcing the confirmation, the Debtors noted, “The Plan calls for the issuance of equity and a new $210 million Second-Lien Term Loan due 2024 to holders of Parker's funded debt and the injection of $95 million of new, fully-committed equity capital through a backstopped rights offering. Current preferred equity holders and common equity holders will also receive equity and warrants for equity in the reorganized company. Holders of claims arising from non-funded debt general unsecured obligations will receive payment in full in cash.”

Restructuring Support Agreement

Upon filing, the Debtors announced that they had entered into a restructuring support agreement ("RSA") with holders (the "Consenting Stakeholders") of the Company's securities, including a significant amount of its 7.50% Senior Notes due 2020 and 6.75% Senior Notes due 2022 (collectively, the "Notes"), outstanding preferred stock and outstanding common stock. 
On January 28, 2019, the Debtors notified the Court that they had executed a first amendment to the Debtors’ restructuring support and a joinder agreement to the RSA with Saba Capital Management, L.P. (“Saba”, the Debtors’ largest common shareholder) that together represented a comprehensive settlement with Saba which had otherwise threatened to withhold support for the Debtors’ Plan.
With former holdout Saba on board, the Debtors had the support of stakeholders holding approximately 81% of the Debtors’ 7.50% senior notes due August 2020 Notes ($225.0mn), 79% of the Debtors’ 6.75% senior notes due July 2022 ($360mn), 62% of the existing preferred Interests, and 27% of the existing common interests.

Voting Results

The Plan was accepted by holders of (i) 98.58% in number (99.99% in amount) of those voting in Class 4 ("2020 Notes Claims"), (ii) 95.37% in number (88.94% in amount) of those voting Class 5 ("2022 Notes Claims"), (iii) 99.63% of those voting in Class 9 ("Existing Preferred Interests") and (iv) 98.51% of those voting in Class 10 ("Existing Common Interests").

The following is a summary of classes, claims, and voting rights and expected recoveries (defined terms are as defined in the Plan):
 
  • Class 1 (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote the Plan. The projected amount of claims is $9.8mn and expected recovery is 100%.
  • Class 2 (“Other Priority Claims”) is unimpaired, deemed to accept and not entitled to vote the Plan. The projected amount of claims is $0 and expected recovery is 100%.
  • Class 3 (“Existing ABL Claims”) is unimpaired, deemed to accept and not entitled to vote the Plan. The projected amount of claims is $0 and expected recovery is 100%.
  • Class 4 (“2020 Notes Claims”) is impaired and entitled to vote on the Plan. Holders will receive their pro rata share of (i) 34.3% of the New Common Stock, (ii) $92,571,429 of the New Second Lien Term Loan and (iii) 38.4% of the Noteholder Subscription Rights. The projected amount of claims is is $231.1mn and expected recovery is 73%. The original principal amount of the 2020 Notes was $225mn.
  • Class 5 (“2022 Notes Claims”) is impaired and entitled to vote the Plan. Holders will receive their pro rata share of (i) 62.9% of the New Common Stock, (ii) $117,428,571 of the New Second Lien Term Loan and (iii) 61.5% of the Noteholder Subscription Rights. The projected amount of claims is $369.9mn and expected recovery is 69%. The original principal amount of the 2022 Notes was $360mn.
  • Class 6 (“General Unsecured Claims”) is unimpaired, deemed to accept and not entitled to vote the Plan. Holder will receive cash in an amount equal to such Allowed General Unsecured Claim on the later of: (i) the Effective Date; or (ii) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction or agreement giving rise to such Allowed General Unsecured Claim. The projected amount of claims is $14.5mn and expected recovery is 100%.
  • Class 7 (“Intercompany Claims”) is unimpaired, deemed to accept and not entitled to vote the Plan. The projected amount of claims is N/A and expected recovery is N/A.
  • Class 8 (“Intercompany Interests”) is unimpaired, deemed to accept and not entitled to vote the Plan. The projected amount of claims is N/A and expected recovery is N/A.
  • Class 9 (“Existing Preferred Interests”) is impaired and entitled to vote the Plan. Holder will receive their pro rata share of (i) 1.1% of the New Common Stock, (ii) 40.0% of the New Warrants and (iii) the Existing Preferred Stockholder Subscription Rights, The projected amount of claims is N/A and expected recovery is 28%.
  • Class 10 (“Existing Common Interests”) is impaired and entitled to vote the Plan. Each Holder will receive pro rata share of (i) 1.65% of the New Common Stock, (ii) 60.0% of the New Warrants and (iii) the Existing Common Stockholder Subscription Rights. The projected amount of claims is N/A and expected recovery is 3%.

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