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.
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.
seadrill@hawthornadvisors.com