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EX-99.1 - EX-99.1 - Seventy Seven Energy Inc.d183633dex991.htm
EX-10.1 - EX-10.1 - Seventy Seven Energy Inc.d183633dex101.htm
EX-99.2 - EX-99.2 - Seventy Seven Energy Inc.d183633dex992.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2016

 

 

Seventy Seven Energy Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Oklahoma   001-36354   45-3338422

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

777 N.W. 63rd Street

Oklahoma City, Oklahoma

    73116
(Address of principal executive offices)     (Zip Code)

(405) 608-7777

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry Into a Material Definitive Agreement.

On April 15, 2016, Seventy Seven Energy Inc. (the “Company”) and all of its wholly owned subsidiaries entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) with (i) certain lenders (the “Consenting Incremental Term Loan Lenders”) representing approximately 92.0% of the outstanding principal amount under the Company’s Incremental Term Supplement (Tranche A) loan (the “Incremental Term Loan”) and (ii) certain noteholders (the “Consenting 2019 Noteholders”) collectively owning or controlling approximately 57.7% of the aggregate outstanding principal amount of the 6.625% senior unsecured notes due 2019 of Seventy Seven Operating LLC and Seventy Seven Finance, Inc., wholly owned subsidiaries of the Company (the “2019 Notes”). The Consenting 2019 Noteholders and the Consenting Incremental Term Loan Lenders are referred to herein as the “Restructuring Support Parties.”

The Restructuring Support Agreement sets forth, subject to certain conditions, the commitment to and obligations of the Company and the Restructuring Support Parties (and any successors or permitted assigns that become party thereto) in connection with a restructuring of the 2019 Notes, the Company’s 6.50% senior unsecured notes due 2022 (the “2022 Notes”) and the Company’s common stock, par value $0.01 per share (the “Restructuring Transactions”), pursuant to a pre-packaged or pre-negotiated plan of reorganization (the “Plan”) to be filed under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”). Pursuant to the Restructuring Support Agreement, the Company intends to commence a solicitation of votes for the Plan no later than April 22, 2016 and commence the Chapter 11 cases no later than May 26, 2016.

The Plan will be based on the restructuring term sheet attached to and incorporated by reference in the Restructuring Support Agreement (the “Term Sheet”). The Term Sheet contemplates that the Company will continue its day-to-day operations substantially as currently conducted and that all of the Company’s commercial and operational contracts will remain in effect in accordance with their terms preserving the rights of all parties. The significant elements of the Plan include:

 

    payment in full in the ordinary course of all trade creditors and other general unsecured creditors;

 

    the exchange of the full $650.0 million of the 2019 Notes into either 96.75%, if the holders of the 2022 Notes vote as a class to accept the Plan, or 98.67%, if the holders of the 2022 Notes vote as a class to not accept the Plan, of the Company’s new common stock to be issued in the reorganization (“New Common Stock”);

 

    the exchange of the full $450.0 million of the 2022 Notes for either (i) 3.25% of the New Common Stock as well as warrants exercisable for 15% of New Common Stock at predetermined equity values (the “2022 Warrants”), if the holders of the 2022 Notes vote as a class to accept the Plan, or (ii) 1.33% of the New Common Stock, if the holders of the 2022 Notes vote as a class to not accept the Plan;

 

    the issuance by the Company, if all classes of claims entitled to vote accept the Plan, to existing common stockholders of the Company of two series of warrants exercisable for an aggregate of 20% of the New Common Stock at predetermined equity values;

 

    the reinstatement of the Company’s existing $400 million secured term loan on identical terms; and

 

    the payment of a consent fee equal to 2% of the Incremental Term Loan plus $15 million of the outstanding Incremental Term Loan balance, together with the reinstatement of the remaining $84 million balance of the Incremental Term Loan on identical terms other than the suspension of any prepayment premium for a period of 18 months.

The Plan is expected to effectuate, among other things, a substantial reduction in the Company’s bond debt obligations (including $1.1 billion in the aggregate of the face amount of the 2019 Notes and 2022 Notes).


The warrants that may be provided in exchange for the 2022 Notes and to the existing common stockholders will be exercisable at any time until their expiration date. The 2022 warrants will be exercisable for a per share price based upon a total equity value of $524 million and will expire five years from the effective date of the reorganization, subject to the earlier expiration upon the occurrence of certain extraordinary events. The two series of warrants that may be provided to existing common stockholders will be exercisable at share prices based on total equity values of $1.788 billion and $2.5 billion and will expire five years and seven years, respectively, from the effective date, subject to earlier expiration upon the occurrence of certain extraordinary events.

Upon the consummation of the Plan, all unvested existing management equity-based compensation plans will be cancelled. The reorganized Company expects to implement a management incentive plan pursuant to which certain officers and employees of the reorganized Company will be eligible to receive, in the aggregate, cash and/or shares and/or options to acquire shares of New Common Stock up to 10% of the total outstanding New Common Stock of the Company at the discretion of the reorganized Company’s Board of Directors.

In accordance with the Restructuring Support Agreement, each of the Restructuring Support Parties agrees, among other things: (i) to support and use commercially reasonable efforts to complete the Restructuring Transactions and all transactions contemplated by the Restructuring Support Agreement in accordance with certain deadlines specified in the Restructuring Support Agreement; (ii) to vote all of its claims to accept the Plan and to not withdraw, amend or revoke (or cause to be withdrawn, amended or revoked) its tender, consent or vote with respect to the Plan; (iii) to not directly or indirectly object to, delay, impede or take any other action to interfere with the Restructuring Transactions, or propose, file, support or vote for any restructuring, workout or chapter 11 plan for any of the Company other than the Restructuring Transactions and the Plan; (iv) to not take certain actions in furtherance of the declaration of a default or event of default with respect to its debt holdings; and (v) to not take any other action that is materially inconsistent with its obligations under the Restructuring Support Agreement.

In accordance with the Restructuring Support Agreement, the Company agrees, subject to its officers’ managers’ and directors’ fiduciary duties, among other things: (i) to support, negotiate in good faith, and take all necessary and appropriate actions to complete the Restructuring Transactions set forth in the Plan; (ii) to take all commercially reasonable actions necessary to complete the Restructuring Transactions set forth in the Plan in accordance with certain milestones defined in the Restructuring Support Agreement; (iii) to make commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals necessary to consummate the Plan; and (iv) to not undertake any action materially inconsistent with the adoption and implementation of the Plan and the speedy confirmation thereof.

The Restructuring Support Agreement may be terminated upon the occurrence of certain events, including the failure to meet specified milestones related to filing, confirmation and consummation of the Plan, among other requirements, and in the event of certain breaches by the parties under the Restructuring Support Agreement. There can be no assurance that the Restructuring Transactions will be consummated.

The information in this Form 8-K is not intended to be, and should not in any way be construed as, a solicitation of votes on the Plan, nor should the information contained herein or in the Restructuring Support Agreement be relied on for any purpose with respect to the Plan. The foregoing description of the Restructuring Support Agreement, including the Term Sheet, does not purport to be complete and is qualified in its entirety by reference to the Restructuring Support Agreement (to which the Term Sheet is attached), which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

 

Item 7.01. Regulation FD Disclosures.

Press Release

On April 19, 2016, the Company issued a press release announcing the Restructuring Support Agreement and the Plan. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.


Disclosures

In connection with the Company’s discussions and negotiations with the Restructuring Support Parties, which culminated in the entry by these parties into the Restructuring Support Agreement, the Company provided certain confidential information pursuant to confidentiality agreements (the “Confidentiality Agreements”). Certain of the Confidentiality Agreements have now expired pursuant to their terms. The Company is making the disclosures herein in accordance with the terms of the Confidentiality Agreements. A copy of these financial and other information and projections is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

The inclusion of this financial and other information and projections in this Current Report on Form 8-K, including the information in Exhibit 99.2, should not be regarded as an indication that this financial and other information or projections reflect current estimates or expectations, beliefs and assumptions of management about prospects for the Company’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or may occur or that was not anticipated at the time the information was prepared. The projections were not prepared with a view toward public disclosure. Management of the Company has not received an opinion or report on the information and projections from any independent auditor or third party. The assumptions and estimates underlying the projections are substantially driven by estimated activity levels of customers and, although the Company considers the assumptions as to activity levels reasonable as of the date these projections were prepared, those estimates and the Company’s ability to achieve anticipated results are subject to a wide variety of significant business, economic and competitive risks and uncertainties, including those related to commodity prices, that could cause actual results to differ materially from those contained in the projections. As the financial projections cover future years, such information by its nature becomes less predictive and less reliable with each successive year. While they may be presented with numeric specificity, the projections reflect numerous assumptions made by management of the Company with respect to financial condition, business and industry performance, general economic, market and financial conditions and other matters, all of which are difficult to predict and many of which are beyond the Company’s control. Accordingly, there can be no assurance that the assumptions used in preparing the projections will prove accurate.

These projections are forward-looking statements and should be read together with the historical financial statements and public filings with the Securities and Exchange Commission (the “SEC”), including the risk factors and cautionary statements in the public filings with the SEC. The financial projections were not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information.

The information in this Item 7.01, including the exhibits incorporated by reference herein, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified as being incorporated by reference in the registration statement.

Forward-Looking Statements

This Current Report on Form 8-K and the exhibits hereto contain certain statements and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements relate to future events or performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “project,” “predict,” “potential,” “targeting,” “exploring,” “intend,” “could,” “might,” “should,” “believe” and similar expressions. These statements involve known and unknown risks and uncertainties and involve assumptions


that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in these forward-looking statements are reasonable, but cannot assure you that these expectations will prove to be correct. The Company cautions you not to place undue reliance on the forward-looking statements contained in this report, which speak only as of the filing date.

Factors that could cause the Company’s results to differ materially include: (i) risks and uncertainties associated with bankruptcy proceedings, including the ability to consummate the transactions contemplated by the Restructuring Support Agreement on the time frame contemplated therein; (ii) the potential adverse effects of Chapter 11 proceedings on the Company’s liquidity or results of operations; (iii) the ability to operate the business during this process; (iv) the effects of a bankruptcy filing on the Company’s business and the interests of various creditors, equity holders and other constituents; (v) the length of time the Company will operate under Chapter 11, (v) risks associated with third party motions in the Chapter 11 cases, which may interfere with the Company’s ability to develop and consummate the plan of reorganization; (vi) loss of customer orders, disruption in the supply chain and loss of the ability to maintain vendor relationships; (vii) general economic or business conditions affecting the markets the Company serves; (viii) market prices for oil and natural gas; (ix) dependence on Chesapeake Energy Corporation and its working interest partners for a majority of revenues and the Company’s ability to secure new customers or provide additional services to existing customers; and (x) other factors disclosed by the Company from time to time in its filings with the SEC, including those described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

In addition, the Company calculates its contract drilling backlog by multiplying the day rate under its contracts by the number of days remaining under the contract. The Company calculates its hydraulic fracturing backlog by multiplying the (i) rate per stage, which varies by operating region and is, therefore, estimated based on current customer activity levels by region and current contract pricing, by (ii) the number of stages remaining under the contract, which it estimates based on current and anticipated utilization of its crews. With respect to its hydraulic fracturing backlog, the Company’s contracts provide for periodic adjustments of the rates it may charge for its services, which will be negotiated based on then-prevailing market pricing and in the future may be higher or lower than the current rates it charges and utilizes in calculating its backlog. The drilling backlog calculation does not include any reduction in revenues related to mobilization or demobilization, nor does it include potential reductions in rates for unscheduled standby or during periods in which the rig is moving, on standby or incurring maintenance and repair time in excess of what is permitted under the drilling contract. The Company computes average duration for its contract drilling backlog and hydraulic fracturing backlog as the average number of months remaining for its drilling rigs under contract and its remaining hydraulic fracturing fleets under contract, respectively.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

Number

  

Description

10.1    Restructuring Support Agreement dated April 15, 2016.
99.1    Press release issued by Seventy Seven Energy Inc. dated April 19, 2016.
99.2    Certain projections dated as of March 31, 2016.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

April 19, 2016

    SEVENTY SEVEN ENERGY INC.
    By:   /s/ Cary Baetz
     

 

      Cary Baetz
      Chief Financial Officer and Treasurer


EXHIBIT INDEX

 

Exhibit

Number

  

Description

10.1    Restructuring Support Agreement dated April 15, 2016.
99.1    Press release issued by Seventy Seven Energy Inc. dated April 19, 2016.
99.2    Certain projections dated as of March 31, 2016.