Hamilton, Bermuda, February 23, 2022 - Seadrill 2021 Limited (âSeadrillâ or the
âCompanyâ) announced today (the âEffective Dateâ) that it has emerged from
Chapter 11 after successfully completing its reorganization pursuant to its
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Chapter 11 plan of reorganization (the âPlanâ). The Plan was confirmed by the
U.S. Bankruptcy Court for the Southern District of Texas on October 26, 2021.
The restructuring significantly delevered the Companyâs balance sheet by
equitizing approximately $4.9 billion of secured bank debt previously held
across twelve silos, resulting in a streamlined capital structure with a single
collateral silo. The Company also raised $350 million in new financing pursuant
to the Plan. Holders of existing shares (the âExisting Sharesâ) in the Companyâs
predecessor, Seadrill Limited, were reduced to 0.25% of their existing holdings,
while the Companyâs employee, customer, and ordinary trade claims were
unaffected by the restructuring. The Companyâs streamlined capital structure and
the substantial liquidity raised pursuant to the Plan provide the Company with
secure footing to pursue opportunities in the offshore drilling industry and
grow value for its stakeholders.
Stuart Jackson, CEO of Seadrill, commented: "Our emergence from Chapter 11
concludes the realignment of our balance sheet. I am grateful to all our
employees, customers, partners, suppliers, creditors and shareholders for their
support through this long process.
âOur restructured balance sheet provides us greater liquidity and lower debt
leverage. With this firm financial footing established and market recovery well
underway, Seadrill will focus on disciplined capital investment, cost
containment, and contract risk management to maintain its position as a leader
in the reshaping of the industry.â
The figures presented below highlight key financial metrics as of the Effective
Date:
¡ Total cash of 486m, inclusive of $151m of restricted cash
¡ $300 million of first-lien new-money debt, comprised of a $175 million term
loan facility and an undrawn $125 million revolving credit facility
¡ $683 million of second-lien takeback debt
¡ $50 million of unsecured convertible bonds
¡ Common shares issued of approximately 50 million as described further below.
Issuance, Listing and Trading of New Common Stock
Subject to certain approvals, the Company intends to have the New Common Shares
listed on the Euronext Expand market in Oslo (âEuronext Expandâ) with a
subsequent uplisting to the main market of the Oslo Stock Exchange (the âOSEâ)
and the New York Stock Exchange (the âNYSEâ).
Approximately 50 million New Common Shares were issued as of the Effective Date
and remain outstanding. The New Common Shares are allocated as set forth below,
in accordance with provisions of the Plan:
¡ 83.00% of the New Common Shares issued to holders of credit agreement claims
against the Company and certain of its Chapter 11 debtor affiliates;
¡ 16.75% of the New Common Shares issued to rights offering participants and
backstop parties under the Plan; and
¡ 0.25% of the New Common Shares issued to holders of Existing Shares in the
Companyâs predecessor.
Subject to certain approvals, we expect that trading in the New Common Shares on
Euronext Expand will commence in the second quarter of 2022. Further details in
respect of the New Common Shares will be set out in a listing prospectus which
will be approved by the Norwegian Financial Supervisory Authority and published
prior to listing at Euronext Expand.
The New Common Shares will be issued under CUSIP G7997W102 / ISIN BMG7997W1029,
provided that a portion of the New Common Shares will be issued under Regulation
S of the U.S. Securities Act of 1933 with CUSIP G7997W110 / ISIN BMG7997W1102.
The New Common Shares issued under Regulation S will be subject to certain
restrictions on resale into the United States, during a distribution compliance
period as set forth in Regulation S. Because the Company will continue to use
the ticker symbol âSDRLâ for trading Existing Shares, brokers, dealers and
agents effecting trades in the Existing Shares on the OSE or OTC Pink markets,
and persons who expect to receive New Common Shares or effect trades in New
Common Shares, should take note of the anticipated cancellation of the Existing
Shares and issuance of New Common Shares, and the different CUSIP numbers and
ISINs signifying the Existing Shares and the New Common Shares, in trading or
taking any other actions in respect of shares of the Company that trade under
the ticker symbol âSDRLâ.
Any questions regarding these distributions should be directed to the Companyâs
claims and noticing agent, Prime Clerk, on the numbers provided below.
Fresh Start Reporting and Accounting Policies
On the Effective Date, the Company adopted fresh-start reporting. Under fresh
-start reporting, the Companyâs assets and liabilities are re-measured using
fair value accounting principles. Estimates of fair value adopted under fresh
-start reporting represent the Companyâs best current estimates based upon
appraisals and valuations. These accounting changes will be reported in the
Companyâs earnings report for the quarter ended March 31, 2022. The Companyâs
earnings report for the period to December 31, 2021, which has been published
concurrently with this release, covers a period prior to the Companyâs emergence
from bankruptcy and therefore does not reflect fresh-start reporting.
New Board of Directors
In accordance with the Plan, a newly constituted Board of Directors of the
Company was appointed today, consisting of Julie Johnson Robertson (Chair of the
Board), Mark McCollum (Chair of Audit Committee), Karen Dyrskjot Boesen, Jean
Cahuzac, Jan B KjĂŚrvik, Andrew Schultz, and Paul Smith.
Julie Robertson, Chair of the Board, commented: âI am pleased to have been
selected to chair the new Board of Directors who collectively bring commercial,
operational and financial expertise to guide Seadrill as it takes its place in
reshaping the offshore drilling sector. The road to emergence from Chapter 11
has been a long one and I would like to take this opportunity to thank the
outgoing board members for their diligent guidance through this process and to
thank the management team and the employees for maintaining safety leadership
and operational excellence through challenging times.â
The Company was principally advised by Kirkland & Ellis LLP, Slaughter and May,
Advokatfirmaet Thommessen AS, Jackson Walker LLP, Conyers Dill & Pearman Pte
Ltd, Houlihan Lokey Capital, Inc., and Alvarez & Marsal North America, LLP.
CONTACT:
Prime Clerk
US Toll Free: 844-858-8891
International Toll Free: 312-667-1347
Email: seadrillinfo@primeclerk.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
across the globe. Seadrillâs 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 owns and/or operates 35
rigs, which includes drillships, jack-ups and semi-submersibles.
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 Companyâs 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 managementâs 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 Companyâs filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F (File No. 333
-224459). 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 of the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
seadrill@hawthornadvisors.com
020 3745 4960
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