Maritime Restructuring

Maritime Restructuring and Bankruptcy-Related Experience

• Served as special maritime counsel for a publicly traded offshore supply vessel company and its subsidiaries in connection with their prepackaged Chapter 11 bankruptcy. The company’s restructuring involved a debt-for-equity swap and a rights offering for new equity in the reorganized company. As part of the restructuring, the company issued Jones Act warrants to non-US citizens in lieu of new common stock to the extent necessary to comply with the Jones Act’s foreign ownership limitations. Our work for the company included serving as:
  • Marine finance counsel in connection with a $75 million DIP financing secured by vessel mortgages on US and Vanuatu flagged vessels
  • Jones Act counsel in connection with a debt-for-equity restructuring involving citizenship review of all holders receiving new equity in the reorganized company and issuance of Jones Act warrants to non-US citizens
  • Jones Act counsel in connection with a $100 million rights offering for new equity in the reorganized company
  • Jones Act counsel in connection with a stock and warrant split for distributions and rights offering subscriptions
  • Jones Act counsel in connection with new corporate governance documents and new warrant agreements for the reorganized company
  • Jones Act counsel with respect to obtaining approval by the US Coast Guard and Maritime Administration that the new corporate governance documents and new warrant agreements for the reorganized company did not adversely affect the company’s compliance under the Jones Act
  • Marine finance counsel in connection with exit financing secured by vessel mortgages on US and Vanuatu flagged vessels
• Served as company, securities, finance and special maritime counsel for Tidewater Inc. and its subsidiaries in connection with their prepackaged Chapter 11 Bankruptcy. Tidewater’s restructuring involved a debt-for-equity swap and a $350,000,000 exit financing. As part of the restructuring, the company issued Jones Act warrants to non-US citizens in lieu of new common stock to the extent necessary to comply with the Jones Act’s foreign ownership limitations. Our work for Tidewater included serving as:
  • Jones Act counsel in connection with debt-for-equity restructuring involving citizenship review of all holders receiving new equity in reorganized Tidewater and issuance of Jones Act warrants to non-US citizens
  • Jones Act counsel in connection with stock and warrant split for distributions under Tidewater’s Plan of Reorganization
  • Jones Act counsel in connection with new corporate governance documents and new warrant agreements for reorganized Tidewater
  • Jones Act counsel with respect to obtaining approval by the US Coast Guard that the new warrant agreements for reorganized Tidewater did not adversely affect Tidewater compliance under the Jones Act
  • Marine finance counsel in connection with exit financing secured by vessel mortgages on Tidewater vessels flagged in United States, Vanuatu, Mexico, Isle of Man, and Norway. This included representing the vessel owner with respect to mortgages on over forty (40) vessels flagged in over five countries around the world, as well as related financing documents such as an omnibus Assignment of Insurances, to secure a $350 million public indenture.
• Acted as maritime counsel for first lien lenders in Chapter 11 restructuring regarding preferred ship mortgages on nineteen (19) Liberian flagged drillships and rigs, as well as related financing documents such as Assignments of Insurances and Earnings, to secure exit financing of $675 million and shed over $1 billion in existing debt.
• Acted as maritime counsel for Pacific Drilling in its 2020 Chapter 11 restructuring regarding preferred ship mortgages on seven (7) Liberian flagged drillships, as well as related financing documents such as Assignments of Insurances and Earnings, to secure exit financing of $80 million and shed over $1 billion in existing debt in debt-for-equity swap.
• Acted as company and maritime counsel for Pacific Drilling and its subsidiaries during Pacific Drilling’s restructuring and Chapter 11 bankruptcy proceedings regarding first lien notes of $700 million and second lien notes of $324 million, including preferred ship mortgages on seven Liberian flagged drillships, as well as related financing documents such as Assignments of Insurances and Earnings. Our firm’s corporate, finance, securities, executive compensation, and tax teams also handled complex SEC and securities matters, including a reverse stock split and new capital structure to comply with Luxembourg law.
• Acted as maritime counsel for Pacific Drilling and its subsidiaries during Pacific Drilling’s 2018 restructuring and bankruptcy regarding preferred ship mortgages on seven Liberian-flagged drill ships, as well as related financing documents such as assignments of insurances and earnings, to secure first lien notes of $750 million and second lien notes of more than $273 million.
• Acted as special maritime and corporate and securities counsel for Cal Dive International, a mid-cap publicly traded marine services company, in connection with its Chapter 7 liquidation. Our Maritime Practice Group represented the company as it sold all of its vessels and negotiated with maritime lien creditors. The liquidation involved the sale of Cal Dive’s entire fleet of dive support vessels and construction barges.
• Acted as special maritime counsel for publicly traded offshore drilling contractor in connection with its Chapter 11 bankruptcy. As maritime counsel, our firm handled all aspects related to maritime liens asserted against the company’s fleet of drilling vessels.
• Represented Caesars Entertainment Corporation, an international casino company with multiple riverboat casinos throughout the United States, in connection with a multibillion-dollar financing associated with its plan of reorganization and restructuring.
• Represented a consortium of lenders in advising on the maritime aspects of restructuring the debt of Hercules Offshore, Inc., a leading global provider of offshore contract drilling.