Seadrill Limited and the Issuer announce, further to the announcement made by Seadrill and the Issuer on July 2, 2021 (the “2 July Announcement”), the entry into a restructuring implementation deed (the “RID”) by, among others, the joint provisional liquidators of SeaMex Ltd. (in provisional liquidation) (“SeaMex”), and the refinancing of the SeaMex senior secured bank debt by the issuance of new senior secured notes (the “New SeaMex Notes”). SeaMex is a 50/50 joint venture entered into by one of the Issuer’s subsidiaries, Seadrill JU Newco Bermuda Ltd. These are the next key steps in the restructuring of SeaMex. For further details on the SeaMex restructuring, please refer to the 2 July Announcement.
The RID sets out the steps required to implement the SeaMex restructuring. A key step in the RID is the sale of the assets of SeaMex out of provisional liquidation to a newly incorporated wholly owned subsidiary of the Issuer (“NewCo”). The share purchase agreement, which will effect this sale, is in agreed form and is expected to be entered into by the relevant parties shortly.
The key terms of the share purchase agreement and related documentation include:
In addition, as part of the steps set out by the RID, certain of the debt owed by SeaMex to SC Holdco is being accelerated as part of the orderly implementation of the SeaMex restructuring given the objective to release a substantial part of this debt as partial consideration for the sale of the SeaMex assets. The RID also contains certain customary provisions, including certain customary releases.
The key terms of the New SeaMex Notes are:
For further details regarding the key terms of the New SeaMex Notes, please refer to the commercial term sheet exhibited to the 2 July Announcement.
This announcement relates to the restructuring and refinancing of SeaMex. It remains the case that under Seadrill Limited’s plan of reorganisation (the “Plan”) existing shareholders of Seadrill Limited will receive 0.25% of the new equity, subject to dilution, if classes 4 and 6 of Seadrill Limited’s creditors vote to accept the Plan, and otherwise will not receive any recovery. Consummation of the Plan is subject to a number of customary terms and conditions, including court approval.
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