HAMILTON, Bermuda, July 14, 2023 /PRNewswire/ -- Seadrill Limited
("Seadrill" or the "Company") (NYSE: SDRL) (OSE: SDRL) and its
wholly owned subsidiary, Seadrill Finance Limited ("Seadrill
Finance"), announced today the pricing of their offering under Rule
144A and Regulation S (the "Offering") of the Securities Act of
1933, as amended (the "Securities Act"), of $500 million in aggregate principal amount of
8.375% Senior Secured Second Lien Notes due 2030 (the "Notes"). The
Offering was upsized to $500 million
in aggregate principal amount of Notes from the original offering
size of $450 million in aggregate
principal amount of Notes. The Notes mature on August 1, 2030, and will be issued at par. The
Offering is expected to close on July 27,
2023, subject to customary conditions precedent and to the
effectiveness of the New Credit Agreement (as defined below).
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.
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.
As previously announced, on July 11,
2023, the Company entered into a senior secured five-year
revolving credit facility (which tenure may be reduced to four
years subject to certain financial tests), which provides for
commitments permitting borrowings of up to $225 million with an accordion feature of up to
$100 million and 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 the consummation of
the Offering, 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 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.
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 hereof.
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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