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Fresh Start Accounting (Tables)
6 Months Ended
Jun. 30, 2021
Fresh Start Balance Sheet [Abstract]  
Schedule of Reconciles Enterprise Value to Estimated Fair Value of Successor's Equity

The following table reconciles the enterprise value to the estimated fair value of the Successor’s equity as of the Effective Date (in thousands):

 

 

April 23,

 

 

 

2021

 

Enterprise value

 

$

1,130,000

 

Plus: Cash and cash equivalents

 

 

79,982

 

Plus: Deferred tax assets and uncertain tax positions

 

 

10,810

 

Less: Fair value of debt

 

 

(285,982

)

Fair value of Successor equity

 

$

934,810

 

Schedule of Reconciles Enterprise Value to Reorganization Value of Successors Equity

The following table reconciles enterprise value to the reorganization value of the Successor (i.e., value of the reconstituted entity) as of the Effective Date (in thousands):

 

 

April 23,

 

 

 

2021

 

Enterprise value

 

$

1,130,000

 

Plus: Cash and cash equivalents

 

 

79,982

 

Plus: Non-interest bearing current liabilities

 

 

225,637

 

Plus: Non-interest bearing non-current liabilities

 

 

276,418

 

Plus: Deferred tax assets and uncertain tax positions

 

 

10,810

 

Reorganization value of Successor assets

 

$

1,722,847

 

Schedule of Effects on Consolidated Balance Sheet Due to Reorganization and Fresh Start Accounting Adjustments

The following illustrates the effects on the Company’s consolidated balance sheet due to the reorganization and fresh start accounting adjustments. The explanatory notes following the table below provide further details on the adjustments, including the assumptions and methods used to determine fair value for its assets, liabilities, and warrants. Unless otherwise indicated, dollar amounts are stated in thousands.

 

 

April 23, 2021

 

 

 

 

 

 

 

Transaction Accounting

 

 

 

 

 

 

 

Predecessor

 

 

Reorganization Adjustments

 

 

Fresh Start Adjustments

 

 

Successor

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

333,699

 

 

$

(253,717

)

(a)

$

 

 

$

79,982

 

Restricted cash

 

 

3,274

 

 

 

32,173

 

(b)

 

 

 

 

35,447

 

Accounts receivable

 

 

134,104

 

 

 

 

 

 

802

 

(r)

 

134,906

 

  Less: allowance for credit losses

 

 

(5,555

)

 

 

 

 

 

 

 

 

(5,555

)

Accounts receivable, net

 

 

128,549

 

 

 

 

 

 

802

 

 

 

129,351

 

Prepaid expenses and other current assets

 

 

108,594

 

 

 

(15,484

)

(c)

 

(34,455

)

(s)

 

58,655

 

Assets held for sale

 

 

1,000

 

 

 

 

 

 

 

 

 

1,000

 

Total current assets

 

 

575,116

 

 

 

(237,028

)

 

 

(33,653

)

 

 

304,435

 

Drilling and other property and equipment, net of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

accumulated depreciation

 

 

3,892,150

 

 

 

182,985

 

(d)

 

(2,720,485

)

(t)

 

1,354,650

 

Other assets

 

 

179,783

 

 

 

(112,454

)

(e)

 

(10,282

)

(u)

 

57,047

 

Deferred tax asset

 

 

 

 

 

 

 

 

6,716

 

(r)

 

6,716

 

Total assets

 

$

4,647,049

 

 

$

(166,497

)

 

$

(2,757,704

)

 

$

1,722,848

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

66,397

 

 

$

(996

)

(f)

$

 

 

$

65,401

 

Accrued liabilities

 

 

246,141

 

 

 

(67,125

)

(g)

 

(55,961

)

(v)

 

123,055

 

Short-term debt

 

 

442,034

 

 

 

(442,034

)

(h)

 

 

 

 

 

 

Finance lease right-of-use liabilities, current

 

 

 

 

 

15,148

 

(i)

 

 

 

 

15,148

 

Taxes payable

 

 

22,034

 

 

 

 

 

 

 

 

 

22,034

 

Total current liabilities

 

 

776,606

 

 

 

(495,007

)

 

 

(55,961

)

 

 

225,638

 

Deferred tax liability

 

 

23,060

 

 

 

3,869

 

(j)

 

(34,447

)

(w)

 

 

 

 

 

 

 

 

 

 

 

 

 

7,518

 

(r)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

217,434

 

 

 

(90,098

)

(k)

 

(9,837

)

(x)

 

117,499

 

Finance lease right-of-use liabilities, noncurrent

 

 

 

 

 

158,919

 

(l)

 

 

 

 

158,919

 

Long-term debt

 

 

 

 

 

285,982

 

(m)

 

 

 

 

285,982

 

Total liabilities not subject to compromise

 

 

1,017,100

 

 

 

(136,335

)

 

 

(92,727

)

 

 

788,038

 

Liabilities subject to compromise

 

 

2,044,877

 

 

 

(2,044,877

)

(n)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Predecessor preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

Predecessor common stock

 

 

1,453

 

 

 

(1,453

)

(o)

 

 

 

 

 

Predecessor additional paid-in capital

 

 

2,029,978

 

 

 

(2,029,978

)

(o)

 

 

 

 

 

Predecessor treasury stock

 

 

(206,163

)

 

 

206,163

 

(o)

 

 

 

 

 

Successor preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

Successor common stock

 

 

 

 

 

10

 

(p)

 

 

 

 

10

 

Successor additional paid-in capital

 

 

 

 

 

934,800

 

(p)

 

 

 

 

934,800

 

Successor treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

(240,196

)

 

 

2,905,173

 

(q)

 

(2,664,977

)

(y)

 

 

Total stockholders’ equity

 

 

1,585,072

 

 

 

2,014,715

 

 

 

(2,664,977

)

 

 

934,810

 

Total liabilities and stockholders’ equity

 

$

4,647,049

 

 

$

(166,497

)

 

$

(2,757,704

)

 

$

1,722,848

 

 

Reorganization Adjustments

(a)

Reflects the net cash payments that occurred on the Effective Date as follows:

 

 

April 23, 2021

 

Funding of professional fee escrow account

 

$

(35,003

)

Payment of non-retained professional fees

 

 

(14,087

)

Payment of Predecessor revolving credit facility, including accrued interest

 

 

(479,627

)

Proceeds from Exit Facilities

 

 

200,000

 

Receipt of cash from the issuance of Exit Notes through primary Private Placement and primary Rights Offering

 

 

75,000

 

Change in cash and cash equivalents

 

$

(253,717

)

 

(b)

Reflects the change in restricted cash for the following activities:

 

 

April 23, 2021

 

Funding of professional fee escrow account

 

$

35,003

 

Payment of key employee incentive plan holdback escrow account

 

 

(1,697

)

Payment of pre-petition trade claims

 

 

(1,133

)

Change in restricted cash

 

$

32,173

 

 

(c)

Reflects the changes in prepaid expenses and other current assets for the following activities:

 

 

April 23, 2021

 

Reduction of prepaid expense for success fees

 

$

(1,095

)

Reclassification of debt issuance costs to other assets and long-term debt

 

 

(10,328

)

Reclassification of payment-in-kind upfront fee related to the Exit RCF to other assets

 

 

(3,478

)

Write-off of Predecessor directors and officers tail insurance policy

 

 

(583

)

Change in prepaid expenses and other current assets

 

$

(15,484

)

(d)

As a result of an amendment that became effective on the Effective Date, the BOP leases were recharacterized from operating leases to finance leases pursuant to ASC Topic 842, Leases (or ASC 842). The impact of the recharacterization resulted in the reclassification of the ROU asset of $116.2 million from “Other assets” into “Drilling and other property and equipment.” The value of the BOP ROU assets and the corresponding finance lease liabilities after the amendment were increased by an adjustment of $66.8 million in accordance with the modification guidance of ASC 842.

(e)

Reflects the changes in other assets for the following activities:

 

 

April 23, 2021

 

Reclassification of BOP lease asset to drilling and other property and equipment

 

$

(116,242

)

Reclassification of payment-in-kind upfront fee related to the Exit RCF from prepaid expenses and other current assets

 

 

3,478

 

Record debt issuance costs related to the Exit RCF

 

 

6,659

 

Write-off of Predecessor directors and officers tail insurance policy

 

 

(6,349

)

Change in other assets

 

$

(112,454

)

(f)

Reflects the $1.0 million reduction in accounts payable for the payment of pre-petition trade claims and associated post-petition interest related to general unsecured claims.

(g)

Reflects the changes in accrued liabilities for the following activities:

 

 

April 23, 2021

 

Record accrued liability related to success fees

 

$

10,699

 

Record accrued liability related to a bonus accrual under the amended BOP services agreement

 

 

831

 

Reclassification of BOP short-term lease liability into a finance lease

 

 

(17,225

)

Payment of non-retained professional fees

 

 

(8,762

)

Payment of key employee incentive plan holdback awards

 

 

(1,697

)

Payment of accrued interest related to Predecessor revolving credit facility

 

 

(37,593

)

Reclassification of payment-in-kind upfront fee into the Exit RCF

 

 

(3,478

)

Reclassification of backstop commitment premium to payment-in-kind Exit Notes

 

 

(9,900

)

Change in accrued liabilities

 

$

(67,125

)

(h)

Reflects the changes in short-term debt for the following activities:

 

 

April 23, 2021

 

Record Predecessor revolving credit facility cash paydown of principal

 

$

(242,034

)

Reflects payment in full of the borrowings outstanding under the Predecessor RCF on the Effective Date

 

 

(200,000

)

Change in short-term debt

 

$

(442,034

)

(i)

Reflects the reclassification of the current BOP operating lease liability to a finance lease of $17.2 million, net of the modification pursuant to ASC 842 of the current BOP finance lease liability of $2.1 million.

(j)

Reflects the adjustment to deferred taxes of $3.9 million due to the step plan adjustments recorded as a result of the Plan.

(k)

Reflects the reclassification of the non-current BOP operating lease liability to a finance lease of $(90.1) million.

(l)

Reflects the reclassification of the non-current BOP operating lease liability to a finance lease of $90.1 million and the modification of the non-current BOP finance lease liability of $68.8 million pursuant to ASC 842.

(m)

Reflects the changes in long-term debt for the following activities:

 

 

April 23, 2021

 

Borrowings drawn under the Exit Facilities

 

$

200,000

 

Record payment-in-kind upfront fee related to the Exit RCF

 

 

3,478

 

Issuance of Exit Notes for cash

 

 

75,000

 

Record 1% premium associated with Exit Notes

 

 

749

 

Record backstop commitment premium to payment-in-kind Exit Notes

 

 

10,424

 

Record debt issuance costs related to Exit Term Loans and Exit Notes

 

 

(3,669

)

Change in long-term debt

 

$

285,982

 

(n)

Liabilities subject to compromise were settled as follows in accordance with the Plan:

 

 

April 23, 2021

 

Senior Notes Claims

 

$

2,044,877

 

Total settled liabilities subject to compromise

 

 

2,044,877

 

 

 

 

 

 

Issuance of New Diamond Common Shares to holders of Senior Notes Claims

 

 

(639,965

)

Issuance of New Diamond Common Shares to participants of the Rights Offering and Private Placements

 

 

(274,271

)

Record 1% premium associated with Exit Notes

 

 

(749

)

Pre-tax gain on settlement of liabilities subject to compromise

 

$

1,129,892

 

 

(o)

Reflects the cancelation of the Predecessor’s common stock, treasury stock and related components of the Predecessor’s additional paid-in capital.

(p)

The following reconciles reorganization adjustments made to the Successor’s common stock and Successor’s additional paid-in capital:

 

 

April 23, 2021

 

Fair value of New Diamond Common Shares issued to holders of Senior Notes Claims

 

$

914,236

 

Fair value of Emergence Warrants issued to Predecessor equity holders

 

 

20,574

 

Total change in Successor common stock and additional paid-in capital

 

 

934,810

 

Less: Par value of Successor common stock

 

 

(10

)

Successor additional paid-in capital

 

$

934,800

 

(q)

Reflects the cumulative net impact of the effects on accumulated deficit as follows:

 

 

April 23, 2021

 

Success fee recognized on the Effective Date

 

$

(17,120

)

Pre-tax gain on settlement of liabilities subject to compromise

 

 

1,129,892

 

Backstop commitment expense to record difference between accrued termination fee and issuance of payment-in-kind Exit Notes upon emergence

 

 

(524

)

Write-off of Predecessor directors and officers tail insurance policy

 

 

(6,932

)

Other emergence effects

 

 

(137

)

Expense related to bonus accrual under BOP services agreement

 

 

(831

)

Cancellation of Predecessor common stock, additional paid-in capital and treasury stock

 

 

1,825,268

 

Issuance of Emergence Warrants to Predecessor equity holders

 

 

(20,574

)

Change in deferred tax as a result of step plan adjustments

 

 

(3,869

)

Change in accumulated deficit

 

$

2,905,173

 

Fresh Start Adjustments

(r)

Reclassification of a net debit in the “Deferred tax liability” account to “Deferred tax asset” after the adjustment pursuant to ASC 740 based on the impact of the tax effects of the reorganization and the fair value ascribed to the enterprise upon emergence, with a portion classified to “Accounts receivable” based on the expected amount to be received from the amended tax return.

(s)

Reflects the write-off of current deferred contract assets of $(27.3) million, as there is no future benefit to be recognized by the Successor, and the fair value adjustment of $(7.2) million to rig spare parts and supplies.

(t)

Reflects the fair value adjustment to “Drilling and other property and equipment” and the elimination of accumulated depreciation of $(2,712.1) million. In addition, the adjustment reflects the fair value adjustment of $(8.4) million to the BOP finance lease assets by setting the ROU assets equal to the ROU liabilities less the prepaid amounts. Refer to the valuation procedures set forth above with respect to valuing the rigs and related equipment.

(u)

Reflects the fair value adjustments to “Other assets” for the following:

 

 

April 23, 2021

 

Write-off of long-term contract assets

 

$

(10,029

)

Fair value adjustment to set asset equal to ROU liability for other operating leases

 

 

(1,998

)

Fair value adjustment to true-up other operating leases to reflect the IBR at the Effective Date

 

 

1,745

 

Change in other assets

 

$

(10,282

)

(v)

Reflects the write-off of current deferred contract liabilities of $(56.4) million as there is no future obligation to be performed by the Successor and the fair value adjustment of $0.4 million to current other lease liabilities because of the impact of applying the IBR at the Effective Date at emergence.

(w)

Reflects the adjustment to deferred taxes of $(34.4) million pursuant to ASC 740 based on the impact of the tax effects of the reorganization, inclusive of the Successor company’s tax basis, and the fair value ascribed to the enterprise upon emergence.

(x)

Reflects the write-off of non-current deferred contract liabilities of $(11.1) million as there is no future obligation to be performed by the Successor and the fair value adjustment of $1.3 million to non-current other lease liabilities.

(y)

Reflects the cumulative effect of the fresh start accounting adjustments discussed above.