Aggregate Amounts Beneficially Owned or Managed on Account of. Credit Agreement Claims (principal amount) - $1.35B Credit Facility US$ - $450M Credit Facility (Eminence) US$ - $360M Credit Facility US$ - $400M Credit Facility US$ - $950M Credit Facility US$ - $300M Credit Facility US$ - $1.5B Credit Facility US$ - $450M Credit Facility (Nordea) US$ - $2B Credit Facility US$ - $1.75B Credit Facility US$ - $440M Credit Facility (Telesto) US$ - $483M Credit Facility (Tellus) US$ SFL Claims (principal amount) US$ Unsecured Note Claims (principal amount) - Seadrill 2017 Notes US$ - Seadrill 2020 Notes US$ - NADL 2019 Notes US$ - Seadrill NOK Notes NOK - Seadrill SEK Notes SEK - NADL NOK Notes NOK Commitment under the Investment Agreement US$ Equity Interests in Seadrill Equity Interests in NADL Equity Interests in any other Company Party other than Seadrill and NADL (please specify) Seadrill ECA Signature Page to the Restructuring Support and Lock-Up Agreement [SEADRILL ECA] signing solely with respect to Section 4.06, Section 4.07, Section 13 and Section 14 of the Restructuring Support and Lock-Up Agreement Name: Title: Address: E-mail address(es): EXHIBIT A Term Sheets ANNEX 1 to EXHIBIT A Restructuring Term Sheet SEADRILL LIMITED RESTRUCTURING TERM SHEET1 September 12, 2017 THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THE RSA, DEEMED BINDING ON ANY OF THE PARTIES HERETO. This term sheet (this “Restructuring Term Sheet”) describes certain restructuring and recapitalization transactions with respect to the Company Parties’ capital structures (the “Restructuring Transactions”) on the terms set forth in the restructuring support and lock-up agreement (the “RSA”) to which this Restructuring Term Sheet is attached as Annex 1 to Exhibit A. Summary of Restructuring Transactions Organizational Restructuring The Company Parties will undergo an organizational restructuring in accordance with the Description of Transaction Steps, the Credit Facility Term Sheet, the New Secured Notes Term Sheet, and the RSA and its other attachments, in which: • A new holding company (“New Seadrill”) will be established for the purposes of carrying out the Restructuring Transactions; • New Seadrill will form a new wholly-owned intermediate holding company (“IHCo”); • IHCo will form a new wholly-owned intermediate holding company for the purpose of issuing the New Secured Notes (“NSNCo”); • NSNCo may form certain new wholly-owned intermediate holding companies for the purpose of owning Seadrill’s prepetition Interests in certain of the Non-Consolidated Entities (each, an “NSN HoldCo”); and • IHCo will form a new wholly-owned intermediate holding company (“RigCo”) for the purposes of (a) guaranteeing the Amended Credit Facilities (as defined below) and (b) owning Seadrill’s prepetition Interests in NADL, Sevan, AOD, and Seadrill’s direct or indirect wholly-owned rig-owning entities and intra-group charterers. The organizational restructuring will be described in greater detail in the Description of Transaction Steps to be included in the Plan Supplement. 1 Capitalized terms used but not defined in this Restructuring Term Sheet have the meanings given to such terms in the RSA or the Investment Agreement, as applicable. Credit Facility Amendments The Credit Facilities will be amended substantially on the terms set forth in the Credit Facility Term Sheet. Each Credit Facility amended as such shall be referred to as an “Amended Credit Facility.” SFL Amendments The charter agreements giving rise to the SFL Claims will be amended substantially on the terms set forth in the SFL Term Sheet (such prepetition charters, the “SFL Charters” and, such charters as amended, the “Amended SFL Charters”). On the Plan Effective Date, the Debtors shall enter into the Amended SFL Charters, which shall replace and supersede the SFL Charters, and shall be deemed assumed without cure under section 365 of the Bankruptcy Code.
Appears in 2 contracts
Samples: Seadrill LTD, North Atlantic Drilling Ltd.
Aggregate Amounts Beneficially Owned or Managed on Account of. Credit Agreement Claims (principal amount) - $1.35B Credit Facility US$ - $450M Credit Facility (Eminence) US$ - $360M Credit Facility US$ - $400M Credit Facility US$ - $950M Credit Facility US$ - $300M Credit Facility US$ - $1.5B Credit Facility US$ - $450M Credit Facility (Nordea) US$ - $2B Credit Facility US$ - $1.75B Credit Facility US$ - $440M Credit Facility (Telesto) US$ - $483M Credit Facility (Tellus) US$ SFL Claims (principal amount) US$ Unsecured Note Claims (principal amount) - Seadrill 2017 Notes US$ - Seadrill 2020 Notes US$ - NADL 2019 Notes US$ - Seadrill NOK Notes NOK - Seadrill SEK Notes SEK - NADL NOK Notes NOK Commitment under the Investment Agreement US$ Equity Interests in Seadrill Equity Interests in NADL Equity Interests in any other Company Party other than Seadrill and NADL (please specify) Seadrill ECA Committee Signature Page to the Amendment and Stipulation in Respect of Restructuring Support and Lock-Up up Agreement [OFFICIAL COMMITTEE OF UNSECURED CREDITORS IN IN RE SEADRILL ECA] signing solely with respect LIMITED, ET AL., CASE NO. 17-60079 (DRJ) (BANKR. S.D. TEX.) Name: Title: Counsel to Section 4.06the Official Committee of Unsecured Creditors Address: E-mail address(es): DAEWOO SHIPBUILDING & MARINE ENGINEERING CO., Section 4.07LTD. Name: Title: Address: E-mail address(es): SAMSUNG HEAVY INDUSTRIES CO., Section 13 and Section 14 of the Restructuring Support and Lock-Up Agreement LTD. Name: Title: Address: E-mail address(es): EXHIBIT A Term Sheets ANNEX 1 to EXHIBIT A Restructuring Term Sheet Chapter 00 Xxxx xx Xxxxxxxxxxxxxx XX XXX XXXXXX XXXXXX BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS VICTORIA DIVISION In re: ) Chapter 11 ) SEADRILL LIMITED RESTRUCTURING TERM SHEET1 September 12LIMITED, 2017 THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A et al.,1 ) Case No. 17-60079 (DRJ) ) Debtors. ) (Jointly Administered) ) SECOND AMENDED JOINT CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 REORGANIZATION OF SEADRILL LIMITED AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODECODE XXXXXXX XXXXXX L.L.P. XXXXXXXX & XXXXX LLP Xxxxxxxx X. Xxxxxxx (TX Bar No. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR 01797600) XXXXXXXX & XXXXX INTERNATIONAL LLP Xxxxxxx X. Xxxxxxxxx (TX Bar No. 24062656) Xxxx X. Xxxxxx, P.C. (TX Bar No. 24099361) 0000 XxXxxxxx Xxxxxx, Suite 19010 Xxxxx X. Xxxxxxx (TX Bar No. 24046761) Xxxxxxx, Xxxxx 00000 000 Xxxx Xxxxxx Telephone: (000) 000-0000 Xxxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxxxxxx@xx.xxx Facsimile: (000) 000-0000 xxxxxxxxxx@xx.xxx Email: xxxx.xxxxxx@xxxxxxxx.xxx xxxxx.xxxxxxx@xxxxxxxx.xxx -and- -and- Xxxxxxxx X. Xxxxx (TX Bar No. 24072822) Xxxxx X.X. Xxxxxxxxxx, P.C. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 (admitted pro hac vice) Xxxxxx, Xxxxx 00000 Xxxx Xxxxx, P.C.(admitted pro hac vice) Telephone: (000) 000-0000 Xxxx X. Kwasteniet, P.C. (admitted pro hac vice) Facsimile: (000) 000-0000 Xxxx X. Xxxx (admitted pro hac vice) Email: xxxxxx@xx.xxx 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Co-Counsel to the Debtors Telephone: (000) 000-0000 and Debtors in Possession Facsimile: (000) 000-0000 Email: xxxxx.xxxxxxxxxx@xxxxxxxx.xxx xxxx.xxxxx@xxxxxxxx.xxx xxxx.xxxxxxxxxx@xxxxxxxx.xxx xxxx.xxxx@xxxxxxxx.xxx Co-Counsel to the Debtors and Debtors in Possession 1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the Debtors and the last four digits of their tax identification, registration, or like numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at xxxx://xxxxx.xxxxxxxxxx.xxx/Seadrill. The location of Debtor Seadrill Americas, Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is 00000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000. TABLE OF CONTENTS Page INTRODUCTION 1 ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCES 1 A. Defined Terms 1 B. Rules of Interpretation 19 C. Computation of Time 20 D. Governing Law 20 E. Reference to Monetary Figures 20 F. Reference to the Debtors or the Reorganized Debtors 20 G. Controlling Document 20 ARTICLE II ADMINISTRATIVE AND PRIORITY CLAIMS 20 A. Administrative Claims 20 B. Professional Fee Claims 21 C. Priority Tax Claims 21 ARTICLE III CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS 22 A. Classification of Claims and Interests 22 B. Treatment of Classes of Claims and Interests 25 C. Special Provision Governing Unimpaired Claims 40 D. Elimination of Vacant Classes 40 E. Voting Classes; Presumed Acceptance by Non-Voting Classes 40 F. Subordinated Claims 40 G. Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code 40 H. Amended Credit Facilities 40 I. Unsecured Cash Out Facility Cash 41 J. Certain Indenture Trustee Rights 41 K. Right to Designate Non-Reorganizing Debtors 41 L. Payments Pursuant to Cash Collateral Order 41 ARTICLE IV PROVISIONS FOR IMPLEMENTATION OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THE RSA, DEEMED BINDING ON ANY OF THE PARTIES HERETO. This term sheet (this “Restructuring Term Sheet”) describes certain restructuring PLAN 41 A. General Settlement of Claims and recapitalization transactions with respect to the Company Parties’ capital structures (the “Restructuring Transactions”) on the terms set forth in the restructuring support and lock-up agreement (the “RSA”) to which this Restructuring Term Sheet is attached as Annex 1 to Exhibit A. Summary of Interests 41 B. Restructuring Transactions Organizational Restructuring The Company Parties will undergo an organizational restructuring in accordance with the Description 42 C. Issuance and Distribution of Transaction Steps, the Credit Facility Term Sheet, the New Seadrill Common Shares 42 D. Issuance and Distribution of New NADL Common Shares and New Sevan Common Shares 43 E. Issuance and Distribution of New Secured Notes Term Sheet, and the RSA and its other attachments, in which: • A new holding company (“New Seadrill”) will be established for the purposes of carrying out the Restructuring Transactions; • New Seadrill will form a new wholly-owned intermediate holding company (“IHCo”); • IHCo will form a new wholly-owned intermediate holding company for the purpose of issuing the New Secured Notes (“NSNCo”); • NSNCo may form certain new wholly-owned intermediate holding companies for the purpose of owning Seadrill’s prepetition Interests in certain of the Non-Consolidated Entities (each, an “NSN HoldCo”); and • IHCo will form a new wholly-owned intermediate holding company (“RigCo”) for the purposes of (a) guaranteeing the 43 F. Rights Offerings 43 G. Amended SFL Charters 43 H. Amended Credit Facilities (as defined below) and (b) owning Seadrill’s prepetition Interests in NADL, Sevan, AOD, and Seadrill’s direct or indirect wholly-owned rig-owning entities and intra-group charterersAgreements 44 I. Amended Guarantee Facility 44 J. Newbuild Cash Settlement. The organizational restructuring will be described in greater detail in the Description of Transaction Steps to be included in the Plan Supplement. 1 Capitalized terms used but not defined in this Restructuring Term Sheet have the meanings given to such terms in the RSA or the Investment Agreement, as applicable. Credit Facility Amendments The Credit Facilities will be amended substantially on the terms set forth in the Credit Facility Term Sheet. Each Credit Facility amended as such shall be referred to as an “Amended Credit Facility.” SFL Amendments The charter agreements giving rise to the SFL Claims will be amended substantially on the terms set forth in the SFL Term Sheet (such prepetition charters, the “SFL Charters” and, such charters as amended, the “Amended SFL Charters”). On the Plan Effective Date, the Debtors shall enter into the Amended SFL Charters, which shall replace and supersede the SFL Charters, and shall be deemed assumed without cure under section 365 of the Bankruptcy Code.44
Appears in 1 contract
Aggregate Amounts Beneficially Owned or Managed on Account of. EFH Interests (if any) Texas Holdings Interests (if any) TEF Interests (if any) TCEH Credit Agreement Claims (principal amountif any) - $1.35B Credit Facility US$ - $450M Credit Facility (Eminence) US$ - $360M Credit Facility US$ - $400M Credit Facility US$ - $950M Credit Facility US$ - $300M Credit Facility US$ - $1.5B Credit Facility US$ - $450M Credit Facility (Nordea) US$ - $2B Credit Facility US$ - $1.75B Credit Facility US$ - $440M Credit Facility (Telesto) US$ - $483M Credit Facility (Tellus) US$ SFL Claims (principal amount) US$ Unsecured $ TCEH First Lien Note Claims (principal amountif any) - Seadrill $ TCEH First Lien Commodity Hedge Claims (if any) $ TCEH First Lien Interest Rate Swap Claims (if any) $ TCEH Second Lien Note Claims (if any) $ TCEH 2015 Note Claims (if any) $ TCEH Senior Toggle Note Claims (if any) $ EFIH First Lien 2017 Notes US$ - Seadrill Note Claims (if any) $ EFIH First Lien 2020 Notes US$ - NADL Note Claims (if any) $ EFIH 2021 Note Claims (if any) $ EFIH 2022 Note Claims (if any) $ EFIH Senior Toggle Note Claims (if any) $ EFIH Unexchanged Note Claims (if any) $ EFH 2019 Notes US$ - Seadrill NOK Notes NOK - Seadrill SEK Notes SEK - NADL NOK Notes NOK Commitment under the Investment Agreement US$ Equity Interests in Seadrill Equity Interests in NADL Equity Interests in any other Company Party other than Seadrill and NADL Note Claims (please specifyif any) Seadrill ECA Signature Page $ EFH 2020 Note Claims (if any) $ EFH Series P Note Claims (if any) $ EFH Series Q Note Claims (if any) $ EFH Series R Note Claims (if any) $ EFH LBO Senior Note Claims (if any) $ EFH LBO Toggle Note Claims (if any) $ Schedule 1 to the Restructuring Support and Lock-Up Agreement Professional Fees and Expenses to Be Paid on the Agreement Effective Date Type of Advisor Name of Firm Invoiced Amount TCEH First Lien Noteholders Primary Counsel Xxxx Xxxxx Rifkind Xxxxxxx & Xxxxxxxx LLP, pursuant to that certain engagement letter dated February 1, 2013 $ 774,286.00 Local Counsel Young Xxxxxxx Stargatt & Xxxxxx, LLP $ 44,403.12 Regulatory Counsel Xxxxxxxx, P.C., pursuant to that certain engagement letter dated March 19, 2013 $ 379.62 Financial Advisor Xxxxxxxxx & Co, pursuant to that certain engagement letter dated February 1, 2013 $ 4,500,000.00 Tax Advisor PricewaterhouseCoopers LLP, pursuant to that certain engagement letter dated March 8, 2013 $ 95,790.00 Technical and Market Advisor Navigant Consulting, Inc., pursuant to that certain engagement letter dated February 23, 2013 $ 3,000.00 EFIH Unsecured Noteholders Primary Counsel Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, pursuant to that certain engagement letter dated May 24, 2013 $ 4,508,874.09 Local Counsel Cousins, Xxxxxxx & Xxxxx LLP pursuant to that certain engagement letter dated April 25, 2014 $ 35,000.00 Technical and Market Advisor SAIC Energy Environment & Infrastructure, L.L.C. (n/k/a Leidos Engineering LLC), pursuant to that certain engagement letter dated June 17, 2013 $ 0.00 Tax Advisor Ernst & Young LLP, pursuant to that certain statement of work dated August 23, 2013 $ 0.00 Regulatory Counsel Xxxxxxx Xxxx Xxxx & Xxxxxx, LLP pursuant to that certain engagement letter dated April 28, 2014 $ 73,589.49 Financial Advisor Centerview Partners, pursuant to that certain engagement letter dated June 13, 2013 $ $ 206,717.43 (advisory 5,025,000.00 (transaction ) ) EFH Unsecureds, EFIH First Liens, EFIH Second Liens (beneficially owned by Fidelity) Primary Counsel Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, pursuant to that certain engagement letter dated August 13, 2013 $ 956,897.13 Local Counsel [SEADRILL ECATBD] signing solely with respect $ 0.00 Regulatory Counsel [TBD] $ 0.00 Financial Advisor Xxxxxxx Xxxxxxxx Partners, pursuant to Section 4.06that certain engagement letter dated October 16, Section 4.072013 $ 0.00 Consenting Non-Fidelity EFIH First Liens Primary Counsel Xxxxxxx XxXxxxxxx LLP pursuant to that certain engagement letter dated as of April 27, Section 13 and Section 14 of 2014 $ 200,000.00 Local Counsel [TBD] $ 0.00 Interest Holders Primary Counsel Wachtell, Lipton, Rosen, & Xxxx, pursuant to that certain engagement letter dated March 3, 2013 $ 9,000,000.00 Local Counsel Morris, Nichols, Arsht & Xxxxxxx $ 1,200.000.00 Regulatory Counsel [TBD] $ 0.00 Financial Advisor Blackstone Advisory Group L.P., pursuant to that certain engagement letter dated March 28, 2013 $ 8,398,939.90 Schedule 2 to the Restructuring Support and Lock-Up Agreement Name: Title: Address: E-mail address(es): EXHIBIT A Term Sheets ANNEX 1 Individual TCEH First Lien Creditor Advisor TCEH First Lien Creditor Name of Firm Apollo O’Melveney & Xxxxx LLP, as primary counsel, pursuant to EXHIBIT A Restructuring Term Sheet SEADRILL LIMITED RESTRUCTURING TERM SHEET1 September 12that certain engagement letter dated January 6, 2017 THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR2014 Cadwalader, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THE RSAXxxxxxxxxx & Xxxx LLP, DEEMED BINDING ON ANY OF THE PARTIES HERETO. This term sheet (this “Restructuring Term Sheet”) describes certain restructuring and recapitalization transactions as counsel with respect to the Company Parties’ capital structures (the “Restructuring Transactions”) on the terms set forth in the restructuring support and lock-up agreement (the “RSA”) certain regulatory matters, pursuant to which this Restructuring Term Sheet is attached that certain engagement letter dated December 26, 2013 Moelis & Company, as Annex 1 financial advisor, pursuant to Exhibit A. Summary of Restructuring Transactions Organizational Restructuring The Company Parties will undergo an organizational restructuring in accordance with the Description of Transaction Stepsthat certain engagement letter dated December 20, the Credit Facility Term Sheet2013 Oaktree Debevoise & Xxxxxxxx LLP, the New Secured Notes Term Sheetas primary counsel Centerbridge Xxxxxxx Xxxx & Xxxxx LLP, and the RSA and its other attachments, in which: • A new holding company (“New Seadrill”) will be established for the purposes of carrying out as primary counsel Schedule 3 to the Restructuring Transactions; • New Seadrill will form a new whollySupport and Lock-owned intermediate holding company (“IHCo”); • IHCo will form a new wholly-owned intermediate holding company for the purpose of issuing the New Secured Notes (“NSNCo”); • NSNCo may form certain new wholly-owned intermediate holding companies for the purpose of owning Seadrill’s prepetition Interests in certain of the Non-Consolidated Entities (each, an “NSN HoldCo”); and • IHCo will form a new wholly-owned intermediate holding company (“RigCo”) for the purposes of (a) guaranteeing the Amended Credit Facilities (as defined below) and (b) owning Seadrill’s prepetition Interests in NADL, Sevan, AOD, and Seadrill’s direct or indirect wholly-owned rig-owning entities and intra-group charterers. The organizational restructuring will be described in greater detail in the Description of Transaction Steps to be included in the Plan Supplement. 1 Capitalized terms used but not defined in this Restructuring Term Sheet have the meanings given to such terms in the RSA or the Investment Up Agreement, as applicable. Credit Facility Amendments The Credit Facilities will be amended substantially on the terms set forth in the Credit Facility Term Sheet. Each Credit Facility amended as such shall be referred to as an “Amended Credit Facility.” SFL Amendments The charter agreements giving rise to the SFL Claims will be amended substantially on the terms set forth in the SFL Term Sheet (such prepetition charters, the “SFL Charters” and, such charters as amended, the “Amended SFL Charters”). On the Plan Effective Date, the Debtors shall enter into the Amended SFL Charters, which shall replace and supersede the SFL Charters, and shall be deemed assumed without cure under section 365 of the Bankruptcy Code.
Appears in 1 contract
Samples: Allocation Agreement (Energy Future Holdings Corp /TX/)
