Report of Foreign Issuer (6-k)

Date : 11/07/2019 @ 9:31PM
Source : Edgar (US Regulatory)
Stock : Pacific Drilling SA (PACD)
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Report of Foreign Issuer (6-k)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2019 

Commission File Number 001-35345


PACIFIC DRILLING S.A.


8-10, Avenue de la Gare

L-1610 Luxembourg

(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ☐            No   ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ☐            No   ☒

We hereby expressly incorporate by reference this report on Form 6-K into our Registration Statement on Form F-3 filed with the SEC on March 12, 2019, Registration No. 333-230231, and our Registration Statement on Form S-8 filed with the SEC on November 28, 2018, Registration No. 333-228582.

 

 

 

PACIFIC DRILLING S.A.

TABLE OF CONTENTS

As used in this report on Form 6-K (this “Form 6-K”), unless the context otherwise requires, references to “Pacific Drilling,” the “Company,” “we,” “us,” “our” and words of similar import refer to Pacific Drilling S.A. and its subsidiaries. Unless otherwise indicated, all references to “U.S. $” and “$” in this report are to, and amounts are represented in, United States dollars.

The information and our unaudited condensed consolidated financial statements in this Form 6-K should be read in conjunction with our Annual Report on Form 20-F for the year ended December 31, 2018 (our “2018 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 12, 2019. We prepare our unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

 

1

PART I — FINANCIAL INFORMATION

Item 1 — Financial Statements (Unaudited)

Unaudited Condensed Consolidated Financial Statements

PACIFIC DRILLING S.A. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(in thousands, except per share information) (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Successor

 

    

Predecessor

 

Successor

 

    

Predecessor

 

 

 

Three Months

 

 

Three Months

 

Nine Months

 

 

Nine Months

 

 

 

Ended September 30, 

 

 

Ended September 30, 

 

Ended September 30, 

 

 

Ended September 30, 

 

 

    

2019

    

    

2018

    

2019

    

    

2018

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract drilling

 

$

54,315

 

 

$

56,673

 

$

196,646

 

 

$

205,306

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

(60,324)

 

 

 

(44,234)

 

 

(164,874)

 

 

 

(164,556)

 

General and administrative expenses

 

 

(8,855)

 

 

 

(10,947)

 

 

(30,111)

 

 

 

(41,032)

 

Depreciation and amortization expense

 

 

(47,734)

 

 

 

(70,125)

 

 

(165,963)

 

 

 

(210,115)

 

 

 

 

(116,913)

 

 

 

(125,306)

 

 

(360,948)

 

 

 

(415,703)

 

Operating loss

 

 

(62,598)

 

 

 

(68,633)

 

 

(164,302)

 

 

 

(210,397)

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(24,459)

 

 

 

(45,446)

 

 

(72,904)

 

 

 

(77,586)

 

Reorganization items

 

 

(24)

 

 

 

(30,599)

 

 

(1,905)

 

 

 

(56,108)

 

Interest income

 

 

1,510

 

 

 

1,019

 

 

5,147

 

 

 

2,720

 

Equity earnings in unconsolidated subsidiaries

 

 

22

 

 

 

 —

 

 

(1,293)

 

 

 

 —

 

Expenses to unconsolidated subsidiaries, net

 

 

(510)

 

 

 

 —

 

 

(1,219)

 

 

 

 —

 

Other expense

 

 

(409)

 

 

 

(923)

 

 

(720)

 

 

 

(2,254)

 

Loss before income taxes

 

 

(86,468)

 

 

 

(144,582)

 

 

(237,196)

 

 

 

(343,625)

 

Income tax expense

 

 

(4,315)

 

 

 

(201)

 

 

(11,152)

 

 

 

(953)

 

Net loss

 

$

(90,783)

 

 

$

(144,783)

 

$

(248,348)

 

 

$

(344,578)

 

Loss per common share, basic

 

$

(1.21)

 

 

$

(6.78)

 

$

(3.31)

 

 

$

(16.13)

 

Weighted-average shares outstanding, basic

 

 

75,005

 

 

 

21,368

 

 

75,012

 

 

 

21,357

 

Loss per common share, diluted

 

$

(1.21)

 

 

$

(6.78)

 

$

(3.31)

 

 

$

(16.13)

 

Weighted-average shares outstanding, diluted

 

 

75,005

 

 

 

21,368

 

 

75,012

 

 

 

21,357

 

See accompanying notes to unaudited condensed consolidated financial statements.

2

PACIFIC DRILLING S.A. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands) (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Successor

 

 

Predecessor

 

Successor

 

 

Predecessor

 

 

 

Three Months

 

 

Three Months

 

Nine Months

 

 

Nine Months

 

 

 

Ended September 30, 

 

 

Ended September 30, 

 

Ended September 30, 

 

 

Ended September 30, 

 

 

 

2019

    

    

2018

    

2019

    

    

2018

 

Net loss

 

$

(90,783)

 

 

$

(144,783)

 

$

(248,348)

 

    

$

(344,578)

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

Reclassification adjustment for loss on derivative instruments realized in net income

 

 

 —

 

 

 

192

 

 

 —

 

    

 

578

 

Total other comprehensive income

 

 

 —

 

 

 

192

 

 

 —

 

    

 

578

 

Total comprehensive loss

 

$

(90,783)

 

 

$

(144,591)

 

$

(248,348)

 

    

$

(344,000)

 

See accompanying notes to unaudited condensed consolidated financial statements.

3

PACIFIC DRILLING S.A. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except par value) (unaudited)

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

    

2019

    

2018

Assets:

 

 

 

    

 

 

Cash and cash equivalents

 

$

355,906

 

$

367,577

Restricted cash

 

 

6,076

 

 

21,498

Accounts receivable, net

 

 

29,751

 

 

40,549

Other receivable

 

 

 —

 

 

28,000

Materials and supplies

 

 

43,986

 

 

40,429

Prepaid expenses and other current assets

 

 

11,685

 

 

9,149

Total current assets

 

 

447,404

 

 

507,202

Property and equipment, net

 

 

1,860,724

 

 

1,915,172

Receivable from unconsolidated subsidiaries

 

 

204,790

 

 

204,790

Intangible asset

 

 

 —

 

 

85,053

Investment in unconsolidated subsidiaries

 

 

11,400

 

 

11,876

Other assets

 

 

22,252

 

 

24,120

Total assets

 

$

2,546,570

 

$

2,748,213

Liabilities and shareholders’ equity:

 

 

 

 

 

 

Accounts payable

 

$

12,009

 

$

14,941

Accrued expenses

 

 

20,292

 

 

25,744

Accrued interest

 

 

31,406

 

 

16,576

Deferred revenue, current

 

 

5,931

 

 

 —

Total current liabilities

 

 

69,638

 

 

57,261

Long-term debt

 

 

1,064,643

 

 

1,039,335

Payable to unconsolidated subsidiaries

 

 

4,194

 

 

4,400

Other long-term liabilities

 

 

33,143

 

 

28,259

Total liabilities

 

 

1,171,618

 

 

1,129,255

Commitments and contingencies

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

Common shares, $0.01 par value per share, 82,500 shares authorized and issued and 75,007 and 75,031 shares outstanding as of September 30, 2019 and December 31, 2018, respectively

 

 

751

 

 

750

Additional paid-in capital

 

 

1,650,685

 

 

1,645,692

Treasury shares, at cost

 

 

(652)

 

 

 —

Accumulated deficit

 

 

(275,832)

 

 

(27,484)

Total shareholders’ equity

 

 

1,374,952

 

 

1,618,958

Total liabilities and shareholders’ equity

 

$

2,546,570

 

$

2,748,213

See accompanying notes to unaudited condensed consolidated financial statements.

4

PACIFIC DRILLING S.A. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands) (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

Total

 

 

Common Shares

 

Paid-In

 

Treasury Shares

 

Comprehensive

 

Accumulated

 

Shareholders’

Successor

    

Shares

    

Amount

    

Capital

    

Shares

    

Amount

    

Loss

    

Deficit

    

Equity

Balance at December 31, 2018

 

75,031

 

$

750

 

$

1,645,692

 

7,469

 

$

 —

 

$

 —

 

$

(27,484)

 

$

1,618,958

Shares repurchased

 

(8)

 

 

 —

 

 

 —

 

 8

 

 

(124)

 

 

 —

 

 

 —

 

 

(124)

Share-based compensation

 

 —

 

 

 —

 

 

865

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

865

Net loss

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(83,979)

 

 

(83,979)

Balance at March 31, 2019

 

75,023

 

$

750

 

$

1,646,557

 

7,477

 

$

(124)

 

$

 —

 

$

(111,463)

 

$

1,535,720

Shares repurchased

 

(36)

 

 

 —

 

 

 —

 

36

 

 

(528)

 

 

 —

 

 

 —

 

 

(528)

Share-based compensation

 

 —

 

 

 —

 

 

2,199

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

2,199

Net loss

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(73,586)

 

 

(73,586)

Balance at June 30, 2019

 

74,987

 

$

750

 

$

1,648,756

 

7,513

 

$

(652)

 

$

 —

 

$

(185,049)

 

$

1,463,805

Shares issued under share-based compensation plan

 

20

 

 

 1

 

 

(83)

 

(20)

 

 

 —

 

 

 —

 

 

 —

 

 

(82)

Share-based compensation

 

 —

 

 

 —

 

 

2,012

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

2,012

Net loss

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(90,783)

 

 

(90,783)

Balance at September 30, 2019

 

75,007

 

$

751

 

$

1,650,685

 

7,493

 

$

(652)

 

$

 —

 

$

(275,832)

 

$

1,374,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

Total

 

 

Common Shares

 

Paid-In

 

Treasury Shares

 

Comprehensive

 

Accumulated

 

Shareholders’

Predecessor

    

Shares

    

Amount

    

Capital

    

Shares

    

Amount

    

Loss

    

Deficit

    

Equity

Balance at December 31, 2017

 

21,339

 

$

213

 

$

2,366,464

 

1,212

 

$

 —

 

$

(14,493)

 

$

(200,383)

 

$

2,151,801

Share-based compensation

 

 —

 

 

 —

 

 

723

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

723

Other comprehensive income

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

193

 

 

 —

 

 

193

Net loss

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(96,051)

 

 

(96,051)

Balance at March 31, 2018

 

21,339

 

$

213

 

$

2,367,187

 

1,212

 

$

 —

 

$

(14,300)

 

$

(296,434)

 

$

2,056,666

Shares issued under share-based compensation plan

 

28

 

 

 1

 

 

(5)

 

(28)

 

 

 —

 

 

 —

 

 

 —

 

 

(4)

Share-based compensation

 

 —

 

 

 —

 

 

448

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

448

Other comprehensive income

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

193

 

 

 —

 

 

193

Net loss

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(103,744)

 

 

(103,744)

Balance at June 30, 2018

 

21,367

 

$

214

 

$

2,367,630

 

1,184

 

$

 —

 

$

(14,107)

 

$

(400,178)

 

$

1,953,559

Shares issued under share-based compensation plan

 

 1

 

 

 —

 

 

 —

 

(1)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Share-based compensation

 

 —

 

 

 —

 

 

440

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

440

Other comprehensive income

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

192

 

 

 —

 

 

192

Net loss

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(144,783)

 

 

(144,783)

Balance at September 30, 2018

 

21,368

 

$

214

 

$

2,368,070

 

1,183

 

$

 —

 

$

(13,915)

 

$

(544,961)

 

$

1,809,408

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

5

PACIFIC DRILLING S.A. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands) (unaudited)

 

 

 

 

 

 

 

 

 

 

Successor

 

 

Predecessor

 

 

Nine Months

 

 

Nine Months

 

 

Ended September 30, 

 

 

Ended September 30, 

 

    

2019

    

    

2018

Cash flow from operating activities:

 

 

 

 

 

 

 

Net loss

 

$

(248,348)

 

 

$

(344,578)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

165,963

 

 

 

210,115

Amortization of deferred revenue

 

 

(1,513)

 

 

 

(17,322)

Amortization of deferred costs

 

 

879

 

 

 

12,237

Amortization of debt premium, net

 

 

(330)

 

 

 

 —

Interest paid-in-kind

 

 

25,638

 

 

 

456

Deferred income taxes

 

 

7,157

 

 

 

(3,069)

Share-based compensation expense

 

 

5,076

 

 

 

1,611

Reorganization items

 

 

 —

 

 

 

22,270

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

38,798

 

 

 

5,932

Materials and supplies

 

 

(3,557)

 

 

 

3,033

Prepaid expenses and other assets

 

 

(7,972)

 

 

 

6,292

Accounts payable and accrued expenses

 

 

16,729

 

 

 

10,712

Deferred revenue

 

 

7,444

 

 

 

(481)

Net cash provided by (used in) operating activities

 

 

5,964

 

 

 

(92,792)

Cash flow from investing activities:

 

 

 

 

 

 

 

Capital expenditures

 

 

(31,108)

 

 

 

(15,080)

Net cash used in investing activities

 

 

(31,108)

 

 

 

(15,080)

Cash flow from financing activities:

 

 

 

 

 

 

 

Payments for shares issued under share-based compensation plan

 

 

(82)

 

 

 

(4)

Proceeds from debtor-in-possession financing

 

 

 —

 

 

 

50,000

Proceeds from long-term debt

 

 

 —

 

 

 

1,000,000

Payments for financing costs

 

 

(1,215)

 

 

 

(27,422)

Purchases of treasury shares

 

 

(652)

 

 

 

 —

Net cash provided by (used in) financing activities

 

 

(1,949)

 

 

 

1,022,574

Net increase (decrease) in cash and cash equivalents

 

 

(27,093)

 

 

 

914,702

Cash, cash equivalents and restricted cash, beginning of period

 

 

389,075

 

 

 

317,448

Cash, cash equivalents and restricted cash, end of period

 

$

361,982

 

 

$

1,232,150

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

6

PACIFIC DRILLING S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 — Nature of Business

Pacific Drilling S.A. and its subsidiaries (“Pacific Drilling,” the “Company,” “we,” “us” or “our”) is an international offshore drilling contractor committed to exceeding client expectations by delivering the safest, most efficient and reliable deepwater drilling services in the industry.

Note 2 — Emergence from Bankruptcy Proceedings

By order entered on November 2, 2018, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) confirmed the Company’s Modified Fourth Amended Joint Plan of  Reorganization, dated October 31, 2018 (the “Plan”) that had been filed with the Bankruptcy Court in connection with the filing by the Company and certain of its subsidiaries (the “Initial Debtors”) of petitions (the “Bankruptcy Petitions”) on November 12, 2017 (the “Petition Date”) with the Bankruptcy Court seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). On November 19, 2018 (the “Plan Effective Date”), the Company and the Initial Debtors other than the Zonda Debtors (described below) (the “Debtors”) emerged from bankruptcy after successfully completing their reorganization pursuant to the Plan. The Company’s two subsidiaries involved in the arbitration with Samsung Heavy Industries Co. Ltd. (“SHI”) related to the Pacific Zonda, Pacific Drilling VIII Limited and Pacific Drilling Services, Inc. (together, the “Zonda Debtors”), filed a separate plan of reorganization that was confirmed by order of the Bankruptcy Court on January 30, 2019 and are not Debtors under the Plan.

During the bankruptcy proceedings, the Debtors operated as “debtors-in-possession” in accordance with applicable provisions of the Bankruptcy Code.

Upon emergence of the Company from bankruptcy on November 19, 2018 in accordance with the Plan:

·

The Company’s pre-petition 2013 Revolving Credit Facility and SSCF (both as defined in Note 8 to the consolidated financial statements included in our 2018 Annual Report), and post-petition debtor-in-possession financing were repaid in full;

·

Holders of the Company’s Term Loan B, 2017 Notes and 2020 Notes (each term as defined in Note 8 to the consolidated financial statements included in our 2018 Annual Report) received an aggregate of 24,416,442 common shares (or, approximately 32.6% of the outstanding shares) in exchange for their claims;

·

The Company issued an aggregate of 44,174,136 common shares (or, approximately 58.9% of the outstanding shares) to holders of Term Loan B, 2017 Notes and 2020 Notes who subscribed in the Company’s $460.0 million equity rights offering;

·

The Company issued 3,841,229 common shares (or, approximately 5.1% of the outstanding shares) to Quantum Pacific Gibraltar Limited (“QP”) in a $40.0 million private placement;

·

The Company issued 2,566,056 common shares (or, approximately 3.4% of the outstanding shares) to members of an ad hoc group of holders of the Term Loan B, 2017 Notes and 2020 Notes (the “Ad Hoc Group”) in payment of their fee for backstopping the equity rights offering;

·

The Company issued approximately 7.5 million common shares to Pacific Drilling Administrator Limited, a wholly owned subsidiary of the Company that serves as administrator of the Company’s 2018 Omnibus Stock Incentive Plan (the “2018 Stock Plan”), adopted by the board of directors, and which shares were reserved for issuance under the 2018 Stock Plan;

·

Existing holders of the Company’s common shares received no recovery and were diluted by the issuances of common shares under the Plan such that they held in the aggregate less than 0.003% of the Company’s common shares outstanding upon emergence from bankruptcy; and

7

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·

The undisputed claims of other unsecured creditors such as clients, employees and vendors, were paid in full in the ordinary course of business.

Prior to the issuance of the shares described above, the Company effected a 1-for-10,000 reverse stock split (the “Reverse Stock Split”).

As a result of the Reverse Stock Split and the issuances of common shares described above, the Company had issued and outstanding on the Plan Effective Date approximately 75.0 million common shares, and approximately 7.5 million shares were reserved for issuance pursuant to the 2018 Stock Plan.

In addition, pursuant to the Plan, on September 26, 2018 bankruptcy-remote subsidiaries of the Company issued, and on November 19, 2018 such subsidiaries merged with the Company and the Company assumed (the “Notes Assumption”):

·

$750.0 million in aggregate principal amount of 8.375% First Lien Notes due 2023, secured by first-priority liens on substantially all assets of the Debtors (the “First Lien Notes”); and

·

$273.6 million in aggregate principal amount of 11.0% / 12.0% Second Lien PIK Notes due 2024, secured by second-priority liens on substantially all assets of the Debtors (the “Second Lien PIK Notes”). Approximately $23.6 million aggregate principal amount was issued as a commitment fee to the Ad Hoc Group for their agreement to backstop the issuance of the Second Lien PIK Notes.

Concurrent with the Notes Assumption, all of the Company’s subsidiaries other than the Zonda Debtors, certain immaterial subsidiaries and Pacific International Drilling West Africa Limited (“PIDWAL,” a Nigerian limited liability company indirectly 49% owned by the Company) guaranteed on a senior secured basis the First Lien Notes and Second Lien PIK Notes. It is expected that the Zonda Debtors will guarantee the First Lien Notes and Second Lien PIK Notes upon their emergence from bankruptcy pursuant to their separate plan of reorganization after the successful resolution of the arbitration proceeding involving the Pacific Zonda. If the Company is unsuccessful in the arbitration, the Company expects to liquidate the Zonda Debtors and the Zonda Debtors would not guarantee the First Lien Notes and Second Lien PIK Notes. See Note 13 for further discussion.

We have classified all income, expenses, gains or losses that were incurred or realized as a result of the Chapter 11 proceedings as reorganization items in our consolidated statements of operations. The components of reorganization items are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Successor

 

 

Predecessor

 

 

Successor

 

 

Predecessor

 

 

Three Months

 

 

Three Months

 

 

Nine Months

 

 

Nine Months

 

 

Ended September 30, 

 

 

Ended September 30, 

 

 

Ended September 30, 

 

 

Ended September 30, 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

$

24

 

 

$

30,880

 

 

$

1,905

 

 

$

56,389

 

Interest income

 

 —

 

 

 

(281)

 

 

 

 —

 

 

 

(281)

 

Total reorganization items

$

24

 

 

$

30,599

 

 

$

1,905

 

 

$

56,108

 

 

 

Note 3 — Significant Accounting Policies

Basis of Presentation — Our accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and Article 10 of Regulation S-X of the SEC. Pursuant to such rules and regulations, these

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financial statements do not include all disclosures required by GAAP for complete financial statements. Our condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the presented interim periods. Such adjustments are considered to be of a normal recurring nature unless otherwise identified. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or for any future period. The accompanying condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes of the Company for the year ended December 31, 2018.

Fresh Start Accounting — Upon the Company’s emergence from Chapter 11 bankruptcy, we adopted fresh start accounting (“Fresh Start Accounting”) in accordance with the provisions of Accounting Standards Codification (“ASC”) 852, Reorganizations, (“ASC 852”) issued by the Financial Accounting Standards Board (“FASB”), which resulted in the Company becoming a new entity for financial reporting purposes. As a result of the adoption of Fresh Start Accounting and the effects of the implementation of the Plan, the Company’s consolidated financial statements subsequent to November 19, 2018 are not comparable to its consolidated financial statements on and prior to November 19, 2018. References to “Successor” relate to the financial position and results of operations of the reorganized Company as of and subsequent to November 19, 2018. References to “Predecessor” relate to the financial position of the Company prior to, and results of operations through and including, November 19, 2018. The Company’s consolidated financial statements and related footnotes are presented with a “black line” division, which delineates the lack of comparability between amounts presented after November 19, 2018 and amounts presented on or prior to November 19, 2018.

Principles of Consolidation — Our condensed consolidated financial statements include the accounts of Pacific Drilling S.A., consolidated subsidiaries that we control by ownership of a majority voting interest and entities that meet the criteria for variable interest entities for which we are deemed to be the primary beneficiary for accounting purposes. We eliminate all intercompany transactions and balances in consolidation.

We are party to a Nigerian joint venture, Pacific International Drilling West Africa Limited (“PIDWAL”), with Derotech Offshore Services Limited (“Derotech”), a privately-held Nigerian registered limited liability company. Derotech owns 51% of PIDWAL and we own 49% of PIDWAL. Pacific Bora Ltd. (“PBL”) and Pacific Scirocco Ltd. (“PSL”), which own the Pacific Bora and the Pacific Scirocco, respectively, are owned 49.9% by our wholly-owned subsidiary, Pacific Drilling Limited (“PDL”) and 50.1% by Pacific Drillship Nigeria Limited (“PDNL”). PDNL is owned 0.1% by PDL and 99.9% by PIDWAL. Derotech will not accrue the economic benefits of its interest in PIDWAL unless and until it satisfies certain outstanding obligations to us and a certain pledge is cancelled by us. Likewise, PIDWAL will not accrue the economic benefits of its interest in PDNL unless and until it satisfies certain outstanding obligations to us and a certain pledge is cancelled by us. PIDWAL and PDNL are variable interest entities for which we are the primary beneficiary. Accordingly, we consolidate all interests of PIDWAL and PDNL in our condensed consolidated financial statements and no portion of their operating results is allocated to the noncontrolling interest.

Our condensed consolidated financial statements for the Successor exclude the Zonda Debtors, our wholly-owned subsidiaries, that filed a separate plan of reorganization and are still in their Chapter 11 proceedings.  We account for our investment in the Zonda Debtors using the equity method of accounting.

Related Party Transactions  We have determined that Abrams Capital Management, L.P., Avenue Capital Management II, LP., Strategic Value Partners, LLC and certain of their affiliates (the “Principal Shareholders”) meet the definition of related parties under GAAP.  As of September  30, 2019 and December 31, 2018, the Principal Shareholders held $35.6 million and $36.1 million of our Second Lien PIK Notes, respectively.

Recently Adopted Accounting Standards

Leases — Effective January 1, 2019, we adopted the accounting standards update for Leases (Topic 842) that requires lessees to recognize a right‑of‑use asset and lease liability for virtually all leases and updates previous accounting standards for lessors to align certain requirements with the updates to lessee accounting standards and

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revenue recognition accounting standards. We applied the transition method that required us to recognize right‑of‑use assets and lease liabilities as of the date of our adoption with no adjustment to prior periods. We applied the package of practical expedients that permitted us to carry forward historical lease classifications. For leases under which we are the lessee, we have recognized a right-of-use asset of $6.9 million, recorded in other assets, and a corresponding lease liability, recorded in accrued expenses and other long-term liabilities upon adoption. We have accounted for lease and non‑lease components of our operating leases as a single component. We have not recognized any right-of-use assets or lease liabilities for short-term leases. For our drilling contracts, which contain a lease component, we applied the practical expedient to recognize revenues based on the service component, which we determined to be predominant. Our adoption did not have and is not expected in the future to have a material effect on our condensed consolidated statements of financial position, operations or cash flows. See Note 11.

Recently Issued Accounting Standards

Measurement of Credit Losses on Financial Instruments — On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which introduces a new model for recognizing credit losses based on an estimate of expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings.  In April 2019, the FASB issued codification improvements to Topic 326 to clarify all expected recoveries should be included in the estimate of the allowance for credit losses. This update is effective for annual and interim periods beginning after January 1, 2020. We are currently evaluating the effect the standard may have on our consolidated financial statements and related disclosures.

Changes to Fair Value Disclosure Requirements — On August 28, 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance is effective for annual and interim periods beginning after January 1, 2020, with early adoption permitted. We are currently evaluating the effect the standard may have on our consolidated financial statement disclosures.

Note 4 — Property and Equipment

Property and equipment consists of the following:

 

 

 

 

 

 

 

 

 

    

September 30, 

    

December 31, 

 

 

 

2019

 

2018

 

 

 

(in thousands)

 

Drillships and related equipment

 

$

1,953,183

 

$

1,926,773

 

Other property and equipment

 

 

579

 

 

682

 

Property and equipment, cost

 

 

1,953,762

 

 

1,927,455

 

Accumulated depreciation

 

 

(93,038)

 

 

(12,283)

 

Property and equipment, net

 

$

1,860,724

 

$

1,915,172

 

 

 

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Note 5 — Intangible Asset

Intangible asset consists of the following:

 

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

2019

 

2018

 

 

(in thousands)

Client-related intangible asset

 

$

100,000

 

$

100,000

Accumulated amortization

 

 

(100,000)

 

 

(14,947)

Intangible asset, net

 

$

 —

 

$

85,053

 

During the three and nine months ended September  30, 2019, amortization expense of intangible asset was  $20.6 million and  $85.1 million, respectively, recognized on a straight-line basis  over an amortization period of 0.8 year. The intangible asset was fully amortized through the end of the initial term of the related drilling contract in August 2019.

 

Note 6 — Receivable related to Zonda Arbitration

On January 25, 2013, we entered into a contract with SHI for the construction of an eighth drillship, the Pacific Zonda, which provided for a purchase price of approximately $517.5 million and an original delivery date of March 31, 2015 (the “Construction Contract”). On October 29, 2015, we exercised our right to rescind the Construction Contract due to SHI’s failure to timely deliver the drillship in accordance with the contractual specifications. The carrying value of the newbuild at the date of rescission was $315.7 million, consisting of (i) advance payments in the aggregate of $181.1 million paid by us to SHI, (ii) purchased equipment, (iii) internally capitalized construction costs and (iv) capitalized interest.

On November 25, 2015, SHI formally commenced an arbitration proceeding against us in accordance with the Construction Contract. On November 30, 2015, we made demand under the third party refund guarantee accompanying the Construction Contract for the amount of our advance payments made under the Construction Contract, plus interest. Any payment under the refund guarantee is suspended until an award under the arbitration is obtained.  See Note 13.

On November 19, 2018, the Debtors emerged from bankruptcy after successfully completing their reorganization pursuant to the Plan. As of that date, we deconsolidated the Zonda Debtors, which filed a separate plan of reorganization and are not Debtors under the Plan. See Note 2.

As a result of adopting Fresh Start Accounting, we estimated the receivable related to the Zonda Arbitration at $204.7 million, included within receivable from unconsolidated subsidiaries on our condensed consolidated balance sheets as of September  30, 2019 and December 31, 2018. See Note 12.

 

Note 7 — Debt

Debt, net of debt premium (discount) consists of the following:

 

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

    

2019

    

2018

 

 

 

(in thousands)

 

First Lien Notes

 

$

747,792

 

$

747,400

 

Second Lien PIK Notes

 

 

316,851

 

 

291,935

 

Total long-term debt

 

$

1,064,643

 

$

1,039,335

 

 

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First Lien Notes and Second Lien PIK Notes

In connection with its emergence from the Chapter 11 proceedings, the Company assumed all obligations under the First Lien Notes and the Second Lien PIK Notes.

First Lien Notes

On September 26, 2018, Pacific Drilling First Lien Escrow Issuer Limited (the “First Lien Escrow Issuer”), a private company limited by shares incorporated in the British Virgin Islands and wholly owned subsidiary of the Company, entered into an indenture (the “First Lien Notes Indenture”) with Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral agent, relating to the issuance by the First Lien Escrow Issuer of $750.0 million aggregate principal amount of 8.375% First Lien Notes due 2023 (the “First Lien Notes”).

The First Lien Notes were sold in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and were offered and sold under Rule 144A of the Securities Act, and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The First Lien Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

Upon the emergence of the Company from the Chapter 11 proceedings on November 19, 2018, the First Lien Escrow Issuer merged into the Company and the Company assumed all obligations of the First Lien Escrow Issuer under the First Lien Notes Indenture.

The First Lien Notes accrue interest at a rate of 8.375% per annum, payable semi-annually in arrears on April 1 and October 1 of each year beginning on April 1, 2019. The First Lien Notes will mature on October 1, 2023, unless earlier redeemed or repurchased.

The First Lien Notes are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by all of the Company’s subsidiaries other than the Zonda Debtors, certain immaterial subsidiaries and PIDWAL. It is expected that the Zonda Debtors will guarantee the First Lien Notes and Second Lien PIK Notes upon their emergence from bankruptcy pursuant to their separate plan of reorganization after the successful resolution of the arbitration proceeding involving the Pacific Zonda.  If the Company is unsuccessful in the arbitration, the Company expects to liquidate the Zonda Debtors and the Zonda Debtors would not guarantee the First Lien Notes and Second Lien PIK Notes. See Note 13 for further discussion.

The First Lien Notes are secured by first-priority liens on substantially all assets of the Company and the guarantors (other than certain excluded property), including (i) vessels, (ii) books and records, (iii) certain deposit accounts and the amounts contained therein, (iv) assignments of proceeds of hull and machinery and loss of hire insurance, (v) assignments of earnings from drilling contracts, and (vi) equity interests owned by the Company and the guarantors, in each case, subject to certain exceptions, including that such first-priority liens will be subject to payment priority in favor of future holders, if any, of certain superpriority first lien debt of up to $50.0 million.

The First Lien Notes Indenture contains covenants limiting the ability of the Company, and any restricted subsidiary to, among other things, (i) incur or guarantee additional indebtedness and issue preferred stock, (ii) pay dividends on or redeem or repurchase capital stock, make certain investments, make certain payments on or with respect to subordinated and junior debt (including making cash interest or principal payments on the Second Lien PIK Notes (as defined below)), (iii) create or incur certain liens, (iv) impose restrictions on the ability of restricted subsidiaries to pay dividends, (v) merge or consolidate with other entities, (vi) enter into certain transactions with affiliates, (vii) impair the security interests in the collateral for the First Lien Notes, and (viii) engage in certain lines of business. These covenants are subject to a number of important exceptions and qualifications and certain of them will be suspended with respect to the First Lien Notes in the event that the First Lien Notes obtain an investment grade rating.

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The Company may be required to offer to purchase the First Lien Notes at 101.0% percent of the principal amount thereof, plus accrued and unpaid interest, upon the occurrence of a Change of Control (as defined in the First Lien Notes Indenture), and at 100.0% of the principal amount, plus accrued and unpaid interest, under certain other circumstances. In addition, the Company will be required to offer to purchase First Lien Notes at 100.0% of the principal amount thereof, plus accrued and unpaid interest, with any cash proceeds from a settlement or award in connection with the arbitration relating to the Pacific Zonda with such offer to be for an aggregate principal amount of First Lien Notes equal to the lesser of (x) 50.0% of such cash proceeds and (y) $75.0 million.

At any time prior to October 1, 2020, (i) the Company may redeem the First Lien Notes, in whole or in part, at a redemption price equal to 100.0% of the principal amount thereof, plus a “make-whole” premium, (ii) the Company may redeem up to 35.0% of the original principal amount of the First Lien Notes with proceeds from certain equity offerings at a redemption price equal to 108.375% of the principal amount thereof, and (iii) not more than once in any twelve-month period, the Company may redeem up to 10.0% of the original principal amount of the First Lien Notes at a redemption price equal to 103.0% of the principal amount thereof, in each case plus accrued and unpaid interest.

At any time on or after October 1, 2020, the Company may redeem the First Lien Notes, in whole or in part, at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest, during the twelve-month period beginning on October 1 of the years indicated: 2020 – 104.188%; 2021 – 102.094%; 2022 and thereafter – 100.0%.

The First Lien Notes Indenture contains customary events of default, including, among other things, (i) failure to make required payments; (ii) failure to comply with certain agreements or covenants; (iii) failure to pay certain other indebtedness; (iv) certain events of bankruptcy and insolvency; and (v) failure to pay certain judgments. An event of default under the First Lien Notes Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding First Lien Notes to accelerate, or in certain cases will automatically cause the acceleration of, the amounts due under the First Lien Notes.

Intercreditor Agreement

The relationship between holders of First Lien Notes (and any future first lien debt), on the one hand, and Second Lien PIK Notes (and any future junior lien debt), on the other hand, is governed by an intercreditor agreement. Pursuant to the intercreditor agreement, the liens securing first lien debt are effectively senior in priority to the liens securing junior lien debt. If the Company incurs any future first lien debt, the relationship between holders of such debt and First Lien Notes will be governed by a collateral agency agreement. Such agreements will allow for payment priority in favor of holders of up to $50.0 million of future superpriority first lien debt.

Second Lien PIK Notes 

On September 26, 2018, Pacific Drilling Second Lien Escrow Issuer Limited (the “Second Lien Escrow Issuer”), a private company limited by shares incorporated in the British Virgin Islands and wholly owned subsidiary of the Company, entered into an indenture (the “Second Lien PIK Notes Indenture”) with the Trustee, as trustee and junior lien collateral agent, relating to the issuance by the Second Lien Escrow Issuer of approximately $273.6 million aggregate principal amount of 11.0% / 12.0% Second Lien PIK Notes due 2024 (the “Second Lien PIK Notes”), of which (i) $250.0 million aggregate principal amount was issued pursuant to the Second Lien PIK Notes Offering (as defined below), and (ii) approximately $23.6 million aggregate principal amount was issued as a commitment fee to the Ad Hoc Group for their agreement to backstop the issuance of the Second Lien PIK Notes.

The Second Lien PIK Notes were sold in a private transaction exempt from the registration requirements of the Securities Act and were offered and sold under Rule 144A of the Securities Act, and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act (the “Second Lien PIK Notes Offering”). The Second Lien PIK Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the

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United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

Upon the emergence of the Company from the Chapter 11 proceedings on November 19, 2018, the Second Lien Escrow Issuer merged into the Company and the Company assumed all obligations of the Second Lien Escrow Issuer under the Second Lien PIK Notes Indenture.

For each interest period, interest is payable, at the option of the Company, (i) entirely in cash (“Cash Interest”), (ii) entirely through the issuance of additional Second Lien PIK Notes having the same terms and conditions as the Second Lien PIK Notes issued in the Second Lien PIK Notes Offering in a principal amount equal to the amount of interest then due and payable or by increasing the then outstanding aggregate principal amount of Second Lien PIK Notes (“PIK Interest”) or (iii) 50% as Cash Interest and 50% as PIK Interest. If the Company elects to pay interest for an interest period entirely in the form of Cash Interest, interest will accrue at a rate of 11.0% per annum for such interest period. If the Company elects to pay interest for an interest period entirely in the form of PIK Interest, interest will accrue at a rate of 12.0% per annum for such interest period. If the Company elects to pay 50% in Cash Interest and 50% in PIK Interest for an interest period, (i) interest in respect of the Cash Interest portion will accrue at 11.0% and (ii) interest in respect of the PIK Interest portion will accrue at 12.0% for such interest period.

Interest on the Second Lien PIK Notes is payable semi-annually in arrears on April 1 and October 1 of each year beginning on April 1, 2019. The Second Lien PIK Notes will mature on April 1, 2024, unless earlier redeemed or repurchased. As of September 30, 2019, the Company has made the following payments in the form of PIK Interest:

 

 

 

 

Payment Date

    

PIK Interest

 

 

(in thousands)

April 1, 2019

 

$

16,873

 

The Second Lien PIK Notes are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by all of the Company’s subsidiaries that guarantee the Company’s First Lien Notes and are secured by second-priority liens on all of the assets of the Company and the guarantors that also serve as collateral for the Company’s First Lien Notes.

The Second Lien PIK Notes Indenture contains covenants limiting the ability of the Company, and any restricted subsidiary to, among other things, (i) incur or guarantee additional indebtedness and issue preferred stock, (ii) pay dividends on or redeem or repurchase capital stock, make certain investments, make certain payments on or with respect to subordinated and junior debt, (iii) create or incur certain liens, (iv) impose restrictions on the ability of restricted subsidiaries to pay dividends, (v) merge or consolidate with other entities, (vi) enter into certain transactions with affiliates, (vii) impair the security interests in the collateral for the Second Lien PIK Notes, and (viii) engage in certain lines of business. These covenants are subject to a number of important exceptions and qualifications and certain of them will be suspended with respect to the Second Lien PIK Notes in the event that the Second Lien PIK Notes obtain an investment grade rating.

The Company may be required to offer to purchase the Second Lien PIK Notes at 101.0% percent of the principal amount thereof, plus accrued and unpaid interest, upon the occurrence of a Change of Control (as defined in the Second Lien PIK Notes Indenture) (a “Change of Control Offer”), and at 100.0% of the principal amount, plus accrued and unpaid interest, under certain other circumstances. In addition, the Company will be required to offer to purchase Second Lien PIK Notes at 100.0% of the principal amount thereof, plus accrued and unpaid interest, with the cash proceeds, if any, from a settlement or award in connection with the arbitration with SHI related to the Pacific Zonda, with such offer to be for an aggregate principal amount of the Second Lien PIK Notes equal to the lesser of (x) 50.0% of such cash proceeds and (y) $75.0 million, provided, that if the Company is required to offer to purchase the First Lien Notes with such cash proceeds, the Company shall only be required to offer to purchase the Second Lien PIK Notes with the portion thereof that has been declined by the holders of First Lien Notes.

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At any time prior to April 1, 2020, (i) the Company may redeem the Second Lien PIK Notes, in whole or in part, at a redemption price equal to 100.0% of the principal amount thereof, plus a “make-whole” premium, and (ii) the Company may redeem up to 35.0% of the original principal amount of the Second Lien PIK Notes with the proceeds from certain equity offerings at a redemption price equal to 112.0%, in each case plus accrued and unpaid interest.

At any time on or after April 1, 2020, the Company may redeem the Second Lien PIK Notes, in whole or in part, at the following redemption prices (expressed as a percentage of principal amount), plus any accrued and unpaid interest, during the six-month period beginning on the dates indicated below:

 

 

 

Date

 

Price

April 1, 2020

 

112.0%

October 1, 2020

 

109.0%

April 1, 2021

 

106.0%

October 1, 2021

 

103.0%

April 1, 2022 and thereafter

 

100.0%

At any time after a Change of Control occurs, the Company may redeem all, but not less than all, of the Second Lien PIK Notes at the following redemption prices (expressed as a percentage of principal amount), plus any accrued and unpaid interest, during the six-month period beginning on the dates indicated below:

 

 

 

Date

 

Price

April 1, 2020

 

106.0%

October 1, 2020

 

109.0%

April 1, 2021

 

106.0%

October 1, 2021

 

103.0%

April 1, 2022 and thereafter

 

100.0%

If the Company exercises this Change of Control redemption right, it may elect not to make the Change of Control Offer described above.

The Second Lien PIK Notes Indenture contains customary events of default, including, among other things, (i) failure to make required payments; (ii) failure to comply with certain agreements or covenants; (iii) failure to pay certain other indebtedness; (iv) certain events of bankruptcy and insolvency; and (v) failure to pay certain judgments. An event of default under the Second Lien PIK Notes Indenture will allow either the Trustee or the holders of at least 25.0% in aggregate principal amount of the then-outstanding Second Lien PIK Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Second Lien PIK Notes.

Pre-Petition Secured Debt

On November 12, 2017, the Debtors filed the Bankruptcy Petitions for relief under Chapter 11 of the Bankruptcy Code. Prior to the Petition Date, the Company had outstanding its 2017 Notes, Term Loan B, 2013 Revolving Credit Facility, SSCF and 2020 Notes (collectively, the “Pre-Petition Secured Debt”). For a description of the Pre-Petition Secured Debt, see our 2018 Annual Report.

The filing of the Bankruptcy Petitions constituted an event of default with respect to the Pre-Petition Secured Debt. As a result, the corresponding Pre-Petition Debt became immediately due and payable and any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 proceedings.

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On November 19, 2018, the Company emerged from the Chapter 11 proceedings, and repaid in full the 2013 Revolving Credit Facility and SSCF, and issued common shares in satisfaction of the claims under the 2017 Notes, Term Loan B and 2020 Notes. As a result, the Pre-Petition Secured Debt is no longer outstanding.

Note 8 — Earnings per Share

The following reflects the income and the share data used in the basic and diluted earnings per share (“EPS”) computations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Successor

 

 

Predecessor

 

Successor

 

 

Predecessor

 

 

 

Three Months

 

 

Three Months

 

Nine Months

 

 

Nine Months

 

 

 

Ended September 30, 

 

 

Ended September 30, 

 

Ended September 30, 

 

 

Ended September 30, 

 

 

    

2019

    

    

2018

    

2019

    

    

2018

 

(in thousands, except per share information)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, basic and diluted

 

$

(90,783)

 

 

$

(144,783)

 

$

(248,348)

 

 

$

(344,578)

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding, basic

 

 

75,005

 

 

 

21,368

 

 

75,012

 

 

 

21,357

 

Weighted-average shares outstanding, diluted

 

 

75,005

 

 

 

21,368

 

 

75,012

 

 

 

21,357

 

Loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.21)

 

 

$

(6.78)

 

$

(3.31)

 

 

$

(16.13)

 

Diluted

 

$

(1.21)

 

 

$