Seadrill Limited and the Issuer announce, further to the announcements made by Seadrill and the Issuer including on June 18 2021, July 2, 2021, August 31, 2021 and September 2, 2021 (the “Previous Announcements”), completion of the business and asset purchase agreement (“SPA”) which has effected the sale of substantially all of the assets of SeaMex Ltd. (provisional liquidators appointed) (“SeaMex”), including the shares in its subsidiaries (the “SeaMex Subsidiaries”) by the joint provisional liquidators of SeaMex to a newly incorporated wholly owned subsidiary of the Issuer.
Consideration for the sale of assets contemplated by the SPA included the release of approximately $300 million of intercompany debt owing to one of the Issuer’s indirect subsidiaries, resulting in a significantly deleveraged capital structure for the SeaMex Subsidiaries. Furthermore, as outlined in the Previous Announcements, the SeaMex Subsidiaries will have access to additional liquidity following a refinancing transaction that completed on August 31, 2021, and receipt of recent payments from their key customer, Pemex Exploración y Producción. Consideration for the sale also included the release of the guarantee provided by SeaMex in respect of the SeaMex Subsidiaries’ new secured notes, with a subsidiary of the Issuer acceding as guarantor in respect of the notes. The completion of the SPA was subject to certain customary conditions, including certain antitrust approvals.
As outlined in the Previous Announcements, completion of the SPA is a key step in the overall restructuring of SeaMex, which has the support of approximately 81% of the Issuer’s secured creditors, and 100% of the SeaMex Subsidiaries’ secured creditors. The sale is at the holding company level only and will not impact the operational activities of the business. There will similarly be no impact to employees, customers or suppliers.
The Issuer continues to take steps to give effect to the restructuring of the Issuer and its 12.0% senior secured notes due 2025 (the “Notes”) as contemplated by the Restructuring Support Agreement entered into between the Issuer and certain of its subsidiaries and approximately 81% of holders of the Notes, dated July 2, 2021. The restructuring of the Issuer is expected to be implemented through a pre-packaged Chapter 11 process. For further details, please refer to the Previous Announcements.
This announcement relates to SeaMex Ltd. and has no relation to Seadrill Limited’s plan of reorganisation (the “Plan”) and therefore does not impact the recoveries existing shareholders of Seadrill Limited will receive under the Plan. Consummation of the Plan is subject to a number of customary terms and conditions, including court approval, which was obtained on October 26, 2021.