Archer Limited has announced that it has secured agreement with lenders representing 94% of the exposure under the Company`s main loan facility, the USD 625 million revolving credit facility (the “RCF”), for a restructuring of the RCF on favorable terms.
Archer Limited has reported that the documentation necessary to implement the Refinancing (the “Amendment Documentation”) is in agreed form between the consenting lenders (representing five of the six lenders) under the RCF and the Company and that the parties have entered into a lock-up agreement in respect of the Refinancing (the “Lock-Up Agreement”).
As the consent of all lenders under the RCF is not forthcoming, the Refinancing will be implemented by way of a scheme of arrangement under section 99 of the Companies Act 1981 of Bermuda (the “Scheme”).
The Scheme must be approved by a majority in number of the lenders representing three-fourths in value of the exposure under the RCF attending and voting in favour of the Scheme at a meeting convened with the permission of the Supreme Court of Bermuda (the “Supreme Court”).
Pursuant to the terms of the Lock-Up Agreement, a majority in number of the lenders representing 94% in value of the exposure under the RCF have committed to vote in favour of the Scheme.
In line with its intentions, as communicated in the Company`s announcement of 28 February 2017, Archer Limited has filed an originating summons at the Supreme Court to petition for permission to convene a meeting of creditors to vote on the Scheme.
The Scheme process will only affect the RCF liabilities of Archer and certain guarantors.
Archer`s operations will continue to be unaffected and trade creditors/vendors of the Company will not be affected by the Scheme.
The Scheme, if approved by the requisite majority, as is anticipated based on the entry into the Lock-up Agreement of RCF lenders holding 94% in value of the RCF debt, will become effective subject to and upon sanctioning by the Supreme Court and filing of the order sanctioning the scheme with the Registrar of Companies in Bermuda and subsequently the Amendment Documentation shall become effective upon satisfaction or waiver of the conditions precedent set out therein.
An application will further be made to seek recognition of the Scheme in the United States under Chapter 15 of the US Bankruptcy Code.