HAMILTON, Bermuda, July 11, 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"), $450 million in aggregate principal amount of
senior secured second lien notes (the "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 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.
In connection with the offering of the Notes, Seadrill Finance
entered into a senior secured five-year revolving credit facility
(which tenure may be reduced to four years subject to certain
financial tests) that provides for commitments permitting
borrowings of up to $225 million with
an accordion feature of up to $100
million and is governed by a credit agreement (the "New
Credit Agreement"). The obligations under the New Credit
Agreement will be (i) guaranteed by the Company and the same
subsidiaries of the Company that guarantee the obligations under
the Notes and (ii) secured on a first lien basis by the same assets
that secure the Notes. The commitments under the New Credit
Agreement will become available to be borrowed upon the
satisfaction of various conditions, including (i) the consummation
of the Offering; (ii) the redemption or discharge of all of the
obligations under the Super Senior Term and Revolving Facilities
Agreement dated February 22, 2022 and
the Senior Secured Credit Facility Agreement dated February 22, 2022; and (iii) that, after giving
effect to any such borrowings and the application of the proceeds
thereof, the aggregate amount of Available Cash (as defined in the
New Credit Agreement) would not exceed $250
million.
The information contained in this press release 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.
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
closing of the offering of notes, the use of proceeds therefrom,
the closing and availability of borrowings under the New Credit
Agreement 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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