Boart Longyear Limited Implements Restructuring and Recapitalization Transactions

September 1, 2017

Boart Longyear Limited (BLY) implemented its previously announced restructuring and recapitalization transactions. BLY is the world’s leading provider of drilling services, drilling equipment and performance tooling for mining and drilling companies. It is headquartered in Salt Lake City, Utah, and listed on the Australian Securities Exchange in Sydney, Australia. S&C represented affiliates of Ares Management, L.P. and Ascribe II Investments, LLC, which collectively held more than 42 percent of BLY’s pre-restructuring 10% secured notes and 88 percent of BLY’s pre-restructuring 7% senior unsecured notes. The restructuring transactions were implemented through two Australian creditors’ schemes of arrangement and a related U.S. Chapter 15 proceeding.

Throughout the Australian court approval process, First Pacific Advisors (FPA), which held approximately 30 percent of BLY’s pre-restructuring 10% secured notes, opposed the schemes on fairness grounds. In early August, the Australian court directed Ares, Ascribe, affiliates of Centerbridge Partners, L.P. (who, together with Ares and Ascribe, were the original Supporting Creditors for the transaction), FPA and BLY to mediate, following which a settlement was reached and subsequently reflected in amended versions of the schemes. Important terms of the settlement included: (i) amendment of the 10% notes indenture to provide an applicable special premium payable upon refinancing of the notes or at maturity; (ii) an agreement to pay fees and expenses incurred by FPA in connection with the transaction; (iii) issuance to each of the holders of 10% secured notes, in a proportion that was pro rata to their note holdings, a total of four percent new ordinary equity, (reducing amounts of new equity to be distributed to the Supporting Creditors); and (iv) FPA becoming party to and providing funding under BLY’s post-implementation credit facility.

The S&C team that advised Ares and Ascribe was led by Michael Torkin, Andrew Dietderich, Rita-Anne O’Neill, Robert Risoleo and Waldo Jones, along with Daniel Biller, Alexander Metz, Kavita Paw, Courtland Morrice and Korey Inglin. Davis Wang, Jonathan Rhein and David Simins advised on tax matters.