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
SeaMexs 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 SeaMexs 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 Issuers mandatory offer holding account as may be required to ensure that the SeaMex group has continued access to funding, and is
proposing to launch 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.
Proposed consent solicitation
Seadrill and the
Issuer also announce a proposed consent solicitation (the Consent Solicitation), to be launched in the near term, 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 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 Issuers 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. Seadrills 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
Companys 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 managements 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
Companys 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.