Seadrill Limited ("Seadrill") (NYSE & SDRL) and its wholly owned subsidiary,
Seadrill Finance Limited ("Seadrill Finance"), announced 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.
