Seadrill Limited (SDRL) Announces Closing of $500 Million Senior Secured Second Lien Notes and Concurrent Availability of New Revolving Credit Facility
Hamilton, Bermuda, July 27, 2023 – 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.
For additional information, visit www.seadrill.com.
T: +44 (0)7867139312
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.
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.