HAMILTON, Bermuda, July 27,
2023 /PRNewswire/ -- On July
27, 2023, Seadrill Limited (the "Company") (NYSE &
OSE: SDRL) and its wholly owned subsidiary, Seadrill Finance
Limited ("Seadrill Finance" or the "Issuer"), announced that
Seadrill Finance has issued $500
million in aggregate principal amount of 8.375% Senior
Secured Second Lien Notes due 2030 (the "Notes") in an offering
(the "Offering") conducted pursuant to Rule 144A and Regulation S
under the Securities Act of 1933, as amended (the "Securities
Act"). The net proceeds from the Offering will be used to: (i)
prepay in full the outstanding amounts under its existing secured
debt facilities and (ii) pay fees associated with exiting such
secured debt facilities. The remainder of the net proceeds from the
Offering will be used for general corporate purposes. Additionally,
the commitments under the previously announced senior secured
five-year revolving credit facility that permits borrowings of up
to $225 million (with an accordion
feature of up to $100 million) and
which is governed by a credit agreement that was entered into on
July 11, 2023 (the "New Credit
Agreement") became effective and available to be borrowed upon the
closing of the Offering, subject to customary borrowing
conditions.
Additionally, as previously disclosed on July 25, 2023, the Company priced an additional
$75 million in aggregate principal
amount of 8.375% Senior Secured Second Lien Notes due 2030 (the
"Incremental Notes"). The Incremental Notes mature on August 1, 2030, and will be issued at 100.75% of
par. At the closing of the Incremental Notes offering on
August 8, 2023, the Incremental Notes
will 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 an Indenture, dated as of July 27,
2023 (the "Indenture"), entered into among the Issuer,
certain subsidiaries of the Company named therein (the
"Guarantors") and GLAS Trust Company LLC, as trustee and collateral
trustee. As of the Exchange Date, the Incremental Notes will be
fully fungible with the Notes, will constitute a
single series with the Notes and will be treated as additional
notes under the Indenture.
The information contained herein 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 offered have not been registered under
the Securities Act, any state securities laws, or any foreign
jurisdiction, and were offered and sold 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.
Contact Information
For additional information, visit www.seadrill.com
Benjamin Wiseman Investor
Relations
T: +44 (0)7867139312
E: benjamin.wiseman@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 use of proceeds from the Notes, the closing of the
offering of 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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SOURCE Seadrill Limited