Fresh Start Accounting | 3. Fresh Start Accounting Fresh Start Accounting Upon emergence from bankruptcy, we met the criteria and were required to adopt fresh start accounting in accordance with ASC 852, which on the Effective Date resulted in a new entity, the Successor, for financial reporting purposes, with no beginning retained earnings or deficit as of the fresh start reporting date. The criteria requiring fresh start accounting are: (i) the holders of the then-existing voting shares of the Predecessor (or legacy entity prior to the Effective Date) received less than 50 percent of the new voting shares of the Successor outstanding upon emergence from bankruptcy, and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims. Fresh start accounting requires that new fair values be established for the Company’s assets, liabilities, and equity as of the date of emergence from bankruptcy on April 23, 2021. The Effective Date fair values of the Successor’s assets and liabilities differ materially from their recorded values as reflected on the historical balance sheets of the Predecessor. In addition, as a result of the application of fresh start accounting and the effects of the implementation of the Plan, the financial statements for the period after April 23, 2021 will not be comparable with the financial statements prior to and including April 23, 2021. References to “Successor” refer to the Company and its financial position and results of operations after the Effective Date (or from April 24, 2021 to December 31, 2021). References to “Predecessor” refer to the Company and its financial position and results of operations on or before the Effective Date (or from January 1, 2021 to April 23, 2021). Reorganization Value Reorganization value approximates the fair value of the Successor’s total assets and the amount a willing buyer would pay for the assets immediately after restructuring. Under fresh start accounting, the Company allocated the reorganization value to its individual assets based on their estimated fair values (except for deferred income taxes) in conformity with FASB ASC Topic 805, Business Combinations , and FASB ASC Topic 820, Fair Value Measurement . The amount of deferred taxes was determined in accordance with FASB ASC Topic 740, Income Taxes (or ASC 740). The Company’s reorganization value is derived from management projections and the valuation models determined by the Company’s financial advisors in setting an estimated range of enterprise values. Enterprise value represents the estimated fair value of an entity’s shareholders’ equity plus long-term debt and other interest-bearing liabilities less unrestricted cash and cash equivalents. The Company’s bankruptcy financial advisor did not contemplate any value within the selected estimated ranges of enterprise value for deferred tax assets or uncertain tax positions due to various unknown factors at the time the enterprise value assumptions were produced. At emergence, the resulting values calculated for the deferred tax asset and uncertain tax liabilities have a net accretive impact on the value of the Successor equity. As set forth in the disclosure statement approved by the Bankruptcy Court, the valuation analysis resulted in an enterprise value between $ 805.0 million and $ 1,520.0 million with a selected mid-point of $ 1,130.0 million. For U.S. GAAP purposes, we valued the Successor’s individual assets, liabilities, and equity instruments and determined that the value of the enterprise was $ 1,130.0 million as of the Effective Date, which fell in line within the selected mid-point of the forecasted enterprise value ranges approved by the Bankruptcy Court. Specific valuation approaches and key assumptions used to arrive at reorganization value, and the value of discrete assets and liabilities resulting from the application of fresh start accounting, are described below in greater detail within the valuation process. 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 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 With the assistance of third-party valuation advisors, we determined the enterprise and corresponding equity value of the Successor using various valuation approaches and methods, including: (i) income approach using a calculation of the present value of future cash flows based on our financial projections, (ii) market approach using selling prices of similar assets and (iii) cost approach. The enterprise value and corresponding equity value are dependent upon achieving future financial results set forth in our valuations, as well as the realization of certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, the estimates, assumptions, valuations or financial projections may not be realized and actual results could vary materially. Valuation Process Under the application of fresh start accounting and with the assistance of valuation experts, we conducted an analysis of the consolidated balance sheet to determine if any of the Company’s net assets would require a fair value adjustment as of the Effective Date. The results of our analysis indicated that our principal assets, which include drilling and other property and equipment; warehouse stock and fuel inventory; leases; long-term debt and warrants would require a fair value adjustment on the Effective Date. The rest of the Company’s net assets were determined to have carrying values that approximated fair value on the Effective Date with the exception of certain contract assets and liabilities which were written off. Deferred tax assets and uncertain tax positions were determined in accordance with ASC 740 after considering the tax effects of the reorganization and the newly established fair values of the Successor. Further details regarding the valuation process are described below. Drilling and Other Property and Equipment. The valuation of our offshore drilling units and other related tangible assets was determined by using a combination of (1) the discounted free cash flows expected to be generated from our drilling assets over their remaining useful lives and (2) the cost to replace our drilling assets, as adjusted by the current market for similar offshore drilling assets. Assumptions used in our assessment of the discounted free cash flows included, but were not limited to, the expected operating dayrates, operating costs, utilization rates, tax rates, capital expenditures, working capital requirements and estimated economic useful lives. The cash flows were discounted at a market participant weighted average cost of capital, which was derived from a blend of market participant after-tax cost of debt and market participant cost of equity, and computed using public share price information for similar offshore drilling market participants, certain U.S. Treasury rates, and certain risk premiums specific to the assets of the Company. For rigs where an active secondary market exists or that were expected to be scrapped, the market approach was used to estimate the fair value of the assets which involved gathering and analyzing recent market data of comparable assets. The fair value of land assets was estimated using a sales comparison method of the market approach which was based on third party databases identifying listings of recent sales, discussions held with local market participants and comparable properties within relevant market areas. Buildings and improvements and rig spare equipment were valued using a cost approach, in which we estimated the replacement cost of the assets and applied adjustments for physical depreciation and obsolescence, where applicable, to arrive at a fair value. The remaining property and equipment was valued by applying an economic obsolescence adjustment of 80 % to the carrying value based on the implied economic obsolescence observed from the offshore rig fleet. The fair value of the blow out preventer (or BOP) lease right-of-use (or ROU) asset was also included within the “ Drilling and Other Property and Equipment ” value. The valuation methodology related to the BOP lease ROU asset is discussed in the “ Leases ” section below. Warehouse Stock and Fuel Inventory. The fair value of warehouse stock was determined by applying an economic obsolescence adjustment of 80% to the carrying value based on the implied economic obsolescence observed from the offshore rig fleet. The fair value of fuel inventory was included at carrying value, which was representative of the price per gallon on the date of emergence from bankruptcy. These balances were included within the “ Prepaid expenses and other current assets ” caption. Leases. The fair value of leases was estimated using the present value of the remaining lease payments discounted at a weighted average incremental borrowing rate (or IBR) of 6.7 % for the emergent entity on the date of remeasurement ( i.e. , the Effective Date) with a further adjustment to the ROU assets for prepaid rent which was akin to an off-market term. Long-term Debt . The fair values of the Exit RCF and the Exit Term Loans were based on relevant market data as of the Effective Date and the terms of each respective instrument. Considering the interest rates were consistent with a range of comparable market yields (with considerations for term and seniority), the fair values of the Exit RCF and Exit Term Loans were consistent with the corresponding principal amounts outstanding as of the Effective Date. Thus, the values were reflected at par value. The fair value of the First Lien Notes was based on relevant market data as of the Effective Date, the contractual terms including the pre-payment terms, and a yield-to-worst analysis as of the Effective Date, which resulted in an estimated fair value of 101.0 % of par as of the Effective Date. Warrants . The fair value of the Emergence Warrants issued upon the Effective Date was estimated using the Black-Scholes-Merton option pricing model. The Black-Scholes-Merton model is an option pricing model used to estimate the fair value of options and warrants based on the following input assumptions: stock price, strike price, term, risk-free rate, volatility, and dividend yield. In using the Black-Scholes-Merton option pricing model to estimate the fair value of the warrants, the following assumptions were used: the stock price assumption was based on the value per share of Common Stock from the equity value as of the Effective Date and the equity capital structure; for the strike price assumption, the contractual strike price of $ 29.22 was used; the term assumption was based on the contractual term of the Emergence Warrants of five years as of the Effective Date; the expected volatility assumption of 70 % was estimated using market data for certain similar publicly traded entities with considerations for differences in size and leverage of the Company versus the similar publicly traded entities; and the risk-free rate assumption of 0.83 % was based on United States Constant Maturity Treasury rates as of the Effective Date. Consolidated Balance Sheet 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 RCF, including accrued interest ( 479,627 ) Proceeds from Exit Facilities 200,000 Receipt of cash from the issuance of First Lien 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 FASB 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 RCF ( 37,593 ) Reclassification of payment-in-kind upfront fee into the Exit RCF ( 3,478 ) Reclassification of backstop commitment premium to payment-in-kind First Lien 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 RCF 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 First Lien Notes for cash 75,000 Record 1 % premium associated with First Lien Notes 749 Record backstop commitment premium to payment-in-kind First Lien Notes 10,424 Record debt issuance costs related to Exit Term Loans and First Lien 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 First Lien 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 First Lien 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 right-of-use liability for other operating leases ( 1,998 ) Fair value adjustment to other operating leases to reflect the IBR on 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. |