HAMILTON, Bermuda, July 25, 2023 /PRNewswire/ -- Seadrill Limited
("Seadrill" or the "Company") (NYSE: SDRL) (OSE: SDRL) announced
today that, subject to market conditions, it intends to offer (the
"Offering") for sale to eligible purchasers in an offering under
Rule 144A and Regulation S of the Securities Act of 1933, as
amended (the "Securities Act"), an additional $75 million in aggregate principal amount 8.375%
Senior Secured Second Lien Notes due 2030 (the "Incremental Notes")
to be issued by Seadrill Finance Limited, an exempted company
limited by shares incorporated under the laws of Bermuda and a wholly owned subsidiary of
Seadrill ("Seadrill Finance"). The Offering of the Incremental
Notes is conditioned on the closing of the offering of the Original
Notes (as defined below).
The Incremental Notes will have the same terms and conditions as
the $500 million aggregate principal
amount of 8.375% Senior Secured Second Lien Notes due 2030, which
are expected to be issued on July 27,
2023 (the "Original Notes"). The Incremental Notes will
initially be issued bearing temporary ISINs and temporary common
codes. On or before September 7, 2023
(the "Exchange Date"), the Incremental Notes will be automatically
exchanged for an equal aggregate principal amount of U.S.
dollar-denominated senior secured second lien notes issued pursuant
to the indenture. As of the Exchange Date, the Incremental Notes
will be fully fungible with the Original Notes, will constitute a
single series with the Original Notes and will be treated as
additional notes under the indenture.
The net proceeds from the Offering will be used for general
corporate purposes and to pay certain fees and expenses in relation
to the Offering.
The information contained in this report is neither an offer to
sell nor a solicitation of an offer to buy the securities described
herein, nor shall there be any sale of these securities in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful absent registration or an applicable exemption from the
registration requirements of the securities laws of any such
jurisdiction. The securities to be offered have not been registered
under the Securities Act, any state securities laws, or any foreign
jurisdiction. The Company plans to offer and sell the
securities only to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
and to persons outside the United
States pursuant to Regulation S under the Securities
Act.
This announcement is considered to contain inside information as
defined in article 7 of the EU Market Abuse Regulation, is subject
to disclosure requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act and was made public by
Simon Woods at Hawthorn Advisors on
the date and time stated above.
For additional information, visit www.seadrill.com
Lydia Mabry
Director of Investor Relations
T: +1 (832) 252-7064
E: lydia.mabry@seadrill.com
About Seadrill
Seadrill is a leading offshore drilling contractor utilizing
advanced technology to unlock oil and gas resources for clients
across harsh and benign locations around the globe. Seadrill's
high-quality, technologically-advanced fleet spans all asset
classes allowing its experienced crews to conduct operations across
geographies, from shallow to ultra-deepwater environments.
Forward-Looking Statements
This communication includes forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. All statements other than statements of
historical facts included in this communication, including those
regarding the closing of the offering of Original Notes and the
Incremental Notes, the use of proceeds therefrom, and statements
about the Company's plans, strategies, business prospects, changes
and trends in its business and the markets in which it operates,
are forward-looking statements. These forward-looking statements
can often, but not necessarily, be identified by the use of
forward-looking terminology, including the terms "assumes",
"projects", "forecasts", "estimates", "expects", "anticipates",
"believes", "plans", "intends", "may", "might", "will", "would",
"can", "could", "should" or, in each case, their negative, or other
variations or comparable terminology. These statements are based on
management's current plans, expectations, assumptions and beliefs
concerning future events impacting the Company and therefore
involve a number of risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed or
implied in the forward-looking statements, which speak only as of
the date of this communication. Important factors that could cause
actual results to differ materially from those in the
forward-looking statements include, but are not limited to, market
conditions, offshore drilling market conditions, including supply
and demand, dayrates, fluctuations in the price of oil,
international financial market conditions, changes in governmental
regulations that affect the Company or the operations of the
Company's fleet, the review of competition authorities, the
performance of the drilling rigs in the Company's fleet, the
cancellation of drilling contracts currently included in reported
contract backlog, the impact of global economic conditions and
global health threats, pandemics and epidemics, political and other
uncertainties, including those related to the conflict in
Ukraine, and other important
factors described from time to time in the reports filed or
furnished by us with the U.S. Securities and Exchange Commission
("SEC"). Consequently, no forward-looking statement can be
guaranteed. When considering these forward-looking statements, you
should also keep in mind the risks described from time to time in
the Company's filings with the SEC, including its annual report on
Form 20-F for the year ended December 31,
2022, filed with the SEC on April 19,
2023 (File No. 001-39327) and subsequent filings.
The Company undertakes no obligation to update any
forward-looking statements to reflect events or circumstances after
the date on which such statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to
time, and it is not possible for us to predict all of these
factors. Further, the Company cannot assess the impact of each such
factors on its business or the extent to which any factor, or
combination of factors, may cause actual results to be materially
different from those contained in any forward-looking
statement.
CONTACT:
seadrill@hawthornadvisors.com
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