Ocean Rig UDW Inc. Announces Launch of Schemes of Arrangement - Seite 2

Background

As contemplated by the RSA, Simon Appell of AlixPartners Services UK LLP and Eleanor Fisher of Kalo (Cayman) Ltd were appointed pursuant to an order of the Cayman Court (the "JPL Order") to act as joint provisional liquidators ("JPLs") to each Scheme Company on March 27, 2017. By virtue of the presentation of winding up petitions and the appointment of the JPLs, provisional liquidation proceedings were commenced in the Cayman Islands and the Scheme Companies, are subject to a moratorium in the Cayman Islands. In addition, the Scheme Companies have commenced ancillary proceedings in the US pursuant to Chapter 15 of the US Bankruptcy Code and are subject to a moratorium in the US.

Indebtedness Subject to the Schemes

Pursuant to the JPL Order, and having consulted with the directors of the Scheme Companies, the JPLs have determined it was appropriate today to move forward with promoting the Schemes in connection with the following primary indebtedness of the Scheme Companies:

(a) US$500,000,000 7.25% senior unsecured notes due April 30, 2019 issued by UDW pursuant to the indenture dated March 26, 2014 between UDW and Deutsche Bank Trust Company Americas (as amended, supplemented, and/or amended and restated from time to time);
(b) the amended and restated US$1,900,000,000 credit agreement dated as of February 7, 2014 among DFH, Drillships Projects Inc., UDW, the lenders party thereto from time to time and Deutsche Bank AG New York Branch (the "DFH Facility");
(c) the US$1,300,000,000 credit agreement dated as of July 25, 2014 among DOV, Drillships Ventures Projects Inc., UDW, the lenders party thereto from time to time, Deutsche Bank AG New York Branch (the "DOV Facility"); and
(d) US$800,000,000 6.5% Senior Secured Notes due 2017 Notes issued by DRH pursuant to the indenture dated September 20, 2012 (the "DRH Notes").

In addition to the primary indebtedness described above, the Schemes will also be promoted in respect of UDW's guarantee obligations of the DFH Facility, the DOV Facility and the DRH Notes.

Financial Indebtedness Affected Only

The Schemes will affect only the financial indebtedness of the Scheme Companies and their co-borrower and guarantor affiliates. Operations of the Scheme Companies will continue to be unaffected, and trade creditors and vendors of the Scheme Companies will continue to be paid in the ordinary course of business and will not be affected by the Schemes.