On July 27, 2023, Seadrill Limited 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.
Source: Seadrill