Vis børsmeldingen
certain of its subsidiaries have today agreed key commercial terms for a
comprehensive restructuring of the Issuer and entered into a restructuring
support agreement (“RSA”) with approximately 79 per cent. in value of the
holders of the Issuer’s 12.0% senior secured notes due 2025 (the “Notes”)
pursuant to which the parties thereto have agreed to the terms of the
restructuring. Under the RSA, the parties have also reached agreement on the
terms of a restructuring proposal in relation to the business and assets of
SeaMex Ltd (in provisional liquidation) (“SeaMex”), a 50/50 joint venture
entered into by one of the Issuer’s subsidiaries, Seadrill JU Newco Bermuda
Ltd. Seadrill and the Issuer also announce herein a consent solicitation
process to amend certain provisions of the indenture governing the Notes.
Restructuring of the Issuer
The key terms of the restructuring are described in the commercial term sheet
exhibited below and include:
· the release by the holders of the Notes (the “Noteholders”) of all existing
guarantees and security and claims with respect to Seadrill and its subsidiaries
(excluding the Issuer and its subsidiaries);
· the Noteholders receiving 65% of pro forma equity in the Issuer, with
Seadrill Investment Holding Company (a subsidiary of Seadrill) retaining the
remaining 35% of pro forma equity in the Issuer (with voting rights and other
detailed arrangements between shareholders to be agreed), which shall effect a
separation of the Issuer and its subsidiaries (including the Seabras Sapura
assets and SeaMex assets) from the consolidated Seadrill group;
· the Noteholders will have appointment rights in respect of 4 out of 5 of the
Issuer’s directors on the board of the restructured Issuer’s group, with the
remaining director to be appointed by Seadrill;
· the Notes will remain in place, on amended terms including:
· maturity date: July 15, 2026
· interest: either (a) 9.0%, consisting of (i) 3.00% cash interest plus (ii)
6.00% PIK interest, or (b) 10.0% PIK, in each case payable quarterly
· call protection: redemption price on or after:
· July 15, 2021: 105%
· July 15, 2022: 102%
· July 15, 2023 and thereafter: 100%
· the Noteholders will have a first priority right to fund any additional
liquidity needs of the Issuer or its affiliates (including working capital
support, including up to $15 million of new super senior debt to provide further
funding to the SeaMex business if required); and
Seadrill will continue to provide management services to the Issuer’s group, and
operate the SeaMex assets (with resolution and commercial agreement on payment
of historic and go forward management fees). The restructuring of the Issuer
may be implemented out of court or through a court supervised process, the
latter likely involving a pre-packaged Chapter 11 process.
The Issuer and the consenting Noteholders intend to engage with other
Noteholders in order to invite them to execute the RSA and support the
restructuring. This will allow those Noteholders who enter into the RSA to
participate in the next stage of the restructuring process, and in the event
that sufficient Noteholders enter into the RSA, will enable the restructuring to
be implemented through an out of court process that should reduce the time and
costs that would otherwise be involved in a court supervised process.
Pursuant to the RSA, the consenting Noteholders have also agreed to forbear from
exercising enforcement rights or otherwise take actions against the Issuer and
any subsidiary of the Issuer which is an obligor under the Notes in respect of
certain events of default that may arise under the Notes, including in respect
of the Issuer not making the semi-annual cash interest payments due to the
Noteholders on 15 January 2021 and 15 July 2021, until the earlier of the
completion of the restructuring transactions described therein and termination
of the RSA.
As of 28 June, 2021 the Issuer’s cash balance was approximately $50.5 million.
SeaMex restructuring
As described in the June 18 announcement, on June 18, 2021, John C. McKenna of
Finance & Risk Services Ltd and Simon Appell of AlixPartners UK LLP (the “JPLs”)
were appointed as joint provisional liquidators over SeaMex by an order of the
Supreme Court of Bermuda. Furthermore, on June 18 2021, the joint venture
agreement governing the SeaMex joint venture was terminated with immediate
effect. Pursuant to the RSA, the parties thereto have agreed to the terms of a
restructuring proposal in respect of the business and assets of SeaMex. The key
terms of the proposal include:
· a refinancing of the SeaMex senior secured bank debt by the issuance of new
senior secured notes on the terms set out in the commercial term sheet exhibited
below (the “New SeaMex Notes”); and
· an offer to purchase the assets of SeaMex out of provisional liquidation, in
exchange for the release of all or substantially all of the subordinated debt
owed by SeaMex and certain of its subsidiaries to the Issuer and certain
subsidiaries of the Issuer, and a novation of SeaMex’s guarantee of the senior
bank debt.
The JPLs are not party to the RSA, and the RSA does not bind the JPLs to accept
the proposal. An independent valuation of the SeaMex group has been obtained
and the JPLs are conducting an accelerated market testing process in respect of
SeaMex, to ensure that any proposed transaction maximises value for creditors as
a whole when compared to alternative options that may be capable of
implementation.
Further to the June 18 announcement, certain Noteholders are now the holders of
the entire senior secured bank debt borrowed by certain subsidiaries of SeaMex,
and the RSA also provides for their support in that capacity, for the
restructuring of SeaMex and the Issuer. The Issuer intends to continue to engage
in a constructive dialogue with SeaMex’s key customer, Pemex Exploración y
Producción (“Pemex”) in relation to the recovery of historic unpaid invoices
(including approximately $245 million which have been issued but remain unpaid
(Copades)), and potential amendments to the terms of SeaMex’s contracts with
Pemex. The existing drilling contracts with Pemex have contract terms until
between October 2024 and November 2026 assuming that they run to full term. In
the meantime, pursuant to the RSA, the Issuer has obtained the requisite
agreement from Noteholders to obtain access to funds in the Issuer’s mandatory
offer holding account as may be required to ensure that the SeaMex group has
continued access to funding, and is launching a consent solicitation process to
formalise the requisite amendments to the indenture governing the Notes (see
further detail below).
Restructuring support agreement
The RSA contains certain covenants on the part of the Issuer and certain of its
subsidiaries and the consenting Noteholders, including commitments by the
consenting Noteholders to support the restructuring on the terms outlined in the
commercial term sheet, and on the parties to negotiate in good faith to finalise
the documents and agreements governing the restructuring. The RSA also provides
for certain conditions to the obligations of the parties and for termination
upon the occurrence of certain events, including without limitation the failure
to achieve certain milestones and certain breaches by the parties under the
RSA. In particular, the RSA anticipates that the restructuring of the Issuer
will be launched by August 6, 2021, and consummated as soon as reasonably
practicable thereafter, with a long-stop date of September 30, 2021, in each
case unless such dates are otherwise extended by the Issuer and the requisite
percentage of Noteholders that are party to the RSA.
Consent solicitation
Seadrill and the Issuer also announce a consent solicitation (the “Consent
Solicitation”) to amend certain provisions of the indenture dated as of July 2,
2018 governing the Notes, as amended and supplemented by that certain first
supplemental indenture dated as of March 11, 2019 (together, the “Indenture”).
The proposed amendment amends certain terms and covenants of the Indenture to
allow the Issuer to use Net Realization Proceeds (as defined in the Indenture)
as of the date of the proposed amendment to the Indenture that have not
previously been deemed to constitute “Excess Proceeds.” The funds will be used
for reorganization expenses of the Issuer and to advance funds by way of loans
to SeaMex and its successors and its and their respective subsidiaries to meet
their ongoing operating and administrative needs, including operating
disbursements, personnel costs, personnel taxes, direct and indirect taxes, debt
service and other costs and expenses.
The Consent Solicitation will expire at 5pm p.m., New York City time, on July 9,
2021, unless extended or earlier terminated by the Issuer. Consents may not be
revoked after the time the Issuer enters into the proposed amendment.
The required majority of Noteholders representing greater than 50% of the
aggregate principal amount outstanding have, pursuant to the RSA, agreed to
provide consent to the proposed amendment.
Seabras Sapura
Also exhibited below are cleansing materials in relation to Seabras Sapura.
Seabras Sapura is a group of related companies that own and operate six pipe
-laying service vessels in Brazil. The Issuer has a 50% ownership stake in each
of these companies, with the remaining 50% interest owned by Sapura Energy
Berhad.
Seadrill does not undertake any obligation to publicly update the information
contained in the cleansing materials to reflect circumstances existing after the
date of this release or to reflect the occurrence of future events, even in the
event that any or all of the assumptions underlying the information are shown to
be in error.
RSA Accession
Noteholders wishing to accede to the RSA are invited to contact the Issuer’s
counsel, Slaughter and May at ProjectParatusSMTeam@SlaughterandMay.com. Subject
to Noteholders providing satisfactory evidence of their holdings of Notes and
entering into a non-disclosure agreement with the Issuer, Noteholders will be
provided with a copy of the RSA and invited to accede as a consenting
Noteholder.
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
across the globe. Seadrill’s high quality, technologically advanced fleet spans
all asset classes allowing its experienced crews to conduct its operations from
shallow to ultra-deep-water environments. The company operates 43 rigs, which
includes drillships, jack-ups and semi-submersibles.
Seadrill is listed on the Oslo Børs and OTC Pink markets. For more information,
visit https://www.seadrill.com/.
FORWARD LOOKING STATEMENTS
This news release includes forward looking statements. Such statements are
generally not historical in nature, and specifically include statements about
the Company’s plans, strategies, business prospects, changes and trends in its
business, the markets in which it operates and its restructuring efforts. These
statements are made based upon 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 news
release. Consequently, no forward-looking statement can be guaranteed. When
considering these forward-looking statements, you should keep in mind the risks
described from time to time in the Company’s regulatory filings and periodical
reporting. 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 the Company to
predict all of these factors. Further, the Company cannot assess the impact of
each such factor 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.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
Documents
· Commercial Term Sheet
Seabras Sapura - Cleansing Materials
seadrill@hawthornadvisors.com
020 3745 4960
Kilde
