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Subsequent Events
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events

13. Subsequent Events

Senior Notes and Potential Event of Default

On April 16, 2020, we announced that we elected not to make the semiannual interest payment due in respect of our 5.70% Senior Notes due 2039 (the “Notes”), which was due on April 15, 2020.  Under the terms of the governing indenture, we have a 30-day grace period to make the payment.  Non-payment of the interest due on the

due date was not an event of default but would become an event of default if the payment was not made within the 30-day grace period.  During the grace period, we are not permitted to borrow additional amounts under our Credit Agreement.

An event of default under the indenture governing the Notes would result in a cross-default under the Credit Agreement, whereupon the Notes and our borrowings under the Credit Agreement may then be subject to acceleration. The acceleration of the Notes or our borrowings under the Credit Agreement would result in a cross-default under the indentures governing our 3.45% Senior Notes due 2023, 7.875% Senior Notes due 2025 and 4.875% Senior Notes due 2043, whereupon such notes may then be subject to acceleration, subject to a 10-day cure period.

We also announced on April 16, 2020 that we have retained the services of Lazard Frères & Co. LLC as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal advisor to assist our Board of Directors and management team in analyzing and evaluating the various alternatives with respect to our capital structure.

Reduction in Force

In April 2020, we initiated a plan to reduce the number of employees in our world-wide organization in an effort to lower operating costs and restructure our business. As a result, we announced and communicated a reduction in personnel in our corporate offices, warehouse facilities and certain of our international shorebase locations. As a result, we expect to incur incremental costs of approximately $7.0 million during the remainder of 2020, primarily in the second quarter, for severance and outplacement services related to our former employees.

Contract Termination

In April 2020, we received a purported notice of termination by a subsidiary of Beach Energy Limited of its contract for the Ocean Onyx, which contract was scheduled to commence during the second quarter of 2020. We consider termination of the Ocean Onyx contract to be a triggering event for purposes of impairment testing, as the rig has no future contracts at this time, and we are currently preparing the rig for cold stacking. Based on our assumptions and analysis, we determined that the undiscounted probability-weighted cash flow for the Ocean Onyx was in excess of its carrying value. As a result, we concluded that the carrying value of the rig was not impaired.

Termination of Services Agreement

On April 24, 2020, our services agreement with Loews Corporation was terminated by mutual agreement.  Under the services agreement, Loews had previously provided certain administrative and technical services, such as internal auditing services and advice and assistance with respect to obtaining insurance. We are in the process of replacing certain of these functions with services obtained through other third-party providers.

Bankruptcy Filing

On April 26, 2020, the Debtors commenced the Chapter 11 Cases. The Chapter 11 Cases are jointly administered under the caption In re Diamond Offshore Drilling, Inc., et al, Case No. 20-32307.

The Debtors filed motions with the Bankruptcy Court seeking authorization to continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the United States Bankruptcy Code (the “Code”) and orders of the Bankruptcy Court. To ensure their ability to continue operating in the ordinary course of business, the Debtors have also filed with the Bankruptcy Court a variety of motions seeking “first day” relief, including authority to continue using their cash management system, pay employee wages and benefits and pay certain vendors and suppliers in the ordinary course of business (the “First Day Motions”).

On April 27, 2020 the Bankruptcy Court approved the First Day Motions, certain of which were approved on an interim basis.  A subsequent hearing to approve the First Day Motions granted on an interim basis is currently scheduled for May 27, 2020.     

Pursuant to the First Day Motions, and subject to certain terms and dollar limits included therein, the Debtors were authorized to continue to use their unrestricted cash on hand, as well as all cash generated from daily operations, which is being used to continue the Debtors’ operations without interruption during the course of their

restructuring. Also pursuant to the First Day Motions, the Debtors received Bankruptcy Court authorization to, among other things and subject to the terms and conditions set forth in the applicable orders, pay certain pre-petition employee wages, salaries, health benefits and other employee obligations during their restructuring, pay certain claims relating to critical and other vendors, continue their cash management programs and insurance policies, as well as continue to honor their current customer programs. The Debtors are authorized under the Bankruptcy Code to pay post-petition expenses incurred in the ordinary course of business without seeking Bankruptcy Court approval. Until a plan of reorganization is approved and effective, the Debtors will continue to manage their properties and operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

The Debtors filed the Chapter 11 Cases with approximately $434.9 million of unrestricted cash, which they will use to fund operations in the ordinary course and administrative costs during the Chapter 11 Cases.

The filing of the Chapter 11 Cases constitutes an event of default that accelerated the Company’s obligations under the following debt instruments (collectively, the “Debt Instruments”):

 

3.45% Senior Notes due 2023 in the aggregate principal amount outstanding of $250.0 million;

 

 

7.875% Senior Notes due 2025 in the aggregate principal amount outstanding of $500.0 million;

 

 

5.70% Senior Notes due 2039 in the aggregate principal amount outstanding of $500.0 million;

 

 

4.875% Senior Notes due 2043 in the aggregate principal amount outstanding of $750.0 million; and

 

 

the Credit Agreement, under which an aggregate of $442.0 million is outstanding, consisting of borrowings of $436.0 million and $6.0 million in the form of a letter of credit.

The Debt Instruments provide that as a result of the filing of the Chapter 11 Cases, the principal and accrued interest due thereunder shall be immediately due and payable and have been presented as ”Current maturities of long-term debt” in our unaudited Condensed Consolidated Balance Sheet at March 31, 2020. However, any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.

Credit Agreement

As a result of the filing of the Chapter 11 Cases, we received notification on April 28, 2020 that the commitment under our Credit Agreement had been reduced from $950 million to approximately $442.0 million, representing the amount of borrowings outstanding plus the value of the letter of credit that had been issued under the Credit Agreement.