SDRL - Seadrill launches US$1 billion 2019 convertible bond concurrently with a voluntary incentive payment offer to convert the existing US$650 million 3.375% 2017 convertible bond
New Convertible Bond Offering:
Hamilton, Bermuda, July 8, 2014 - Seadrill Limited ("Seadrill" or the "Company") announces today that it intends to issue US$1 billion in principal amount of convertible bonds with a five-year tenor (the "2019 Bonds").
The senior, unsecured bonds will be convertible into common shares of the Company. The bonds are expected to have an annual coupon in the range of 2.00% - 2.50% payable semi-annually in arrear and have a conversion premium of 30% - 35% over the reference share price that will be based on the volume weighted average price of the Company's shares on the Oslo Stock Exchange (converted into US$ at the prevailing US$-NOK spot rate) and on the New York Stock Exchange between opening and closing of the market on July 8, 2014.
The convertible bonds will be issued and redeemed at 100% of their principal amount and will, unless previously redeemed, converted or purchased and cancelled, mature on July 16, 2019. Seadrill will have the right to call the bonds after three years plus 21 days if the value of the Seadrill shares underlying one bond, for a specified period of time, exceeds 130% of the principal amount of the bond.
The bonds are expected to be issued on or around July 16, 2014. Seadrill may decide to list the bonds on an exchange at a later stage.
The proceeds from the issuance will be used to fund the newbuild program and for general corporate purposes.
ABG Sundal Collier, BNP Paribas and Deutsche Bank are acting as joint bookrunners.
Seadrill expects to announce the final terms and conditions related to the 2019 Bonds on July 8, 2014.
Voluntary Incentive Payment Offer:
Concurrently with the offering of the 2019 Bonds, Seadrill is launching a voluntary incentive payment offer to convert any and all of the US$650 million principal amount of 3.375% Seadrill convertible bonds due 2017 (the "2017 Bonds").
Seadrill hereby makes an offer of a cash incentive payment to the 2017 Bondholders who elect to exercise their conversion rights from this public announcement until July 10, 2014 at 5pm CET (the "Acceptance Period"). Seadrill may at its sole discretion extend the Acceptance Period (one or more times).
Bondholders exercising their conversion rights during the Acceptance Period will receive (i) 3,612 Seadrill ordinary shares per US$100,000 principal amount of the 2017 Bonds, (ii) a cash consideration of approximately US$10,465 per US$100,000 principal amount of the 2017 Bonds and (iii) accrued interest on the 2017 Bonds from April 27, 2014 (excluded) to July 16, 2014 (included).
The incentive payment will not impact the rights of 2017 Bondholders who do not wish to exercise their conversion rights during the Acceptance Period.
Seadrill expects to announce the results of the voluntary incentive payment offer on July 10, 2014.
ABG Sundal Collier, BNP Paribas and Deutsche Bank are managing the voluntary incentive payment offer.
Questions should be directed to:
Rune Magnus Lundetræ: Chief Financial Officer
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA OR TO US PERSONS, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
This press release is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell or issue, or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require Seadrill to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this press release and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein (including the Bonds and the shares of Seadrill) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state within the U.S., and may not be offered or sold in the United States, except in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. This press release and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to United States persons or publications with a general circulation in the United States. No offering of the Bonds is being made in the United States.
This press release is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.