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Seadrill Limited — Capital/Financing Update 2010
Oct 21, 2010
9186_rns_2010-10-21_a78fbc2d-b32c-4f30-971c-31ffc2ed5c97.html
Capital/Financing Update
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Corr. SDRL - Seadrill launches up to US$650 million convertible bond
Hamilton, Bermuda, October 21, 2010 - Seadrill Limited ("Seadrill" or the
"Company") announces today that it intends to issue up to US$650 million in
principal amount of convertible bonds with a seven-year tenor. This amount
includes an increase option of up to US$100 million that has been granted to the
joint bookrunners of the offering.
The senior, unsecured bonds will be convertible into common shares of the
Company. The bonds are expected to have an annual coupon in the range of 2.875%
- 3.375% payable semi-annually in arrear and a conversion premium of 30% - 35%
over the volume weighted average price of the Company's shares on the Oslo Stock
Exchange (converted into US$) at the time of pricing.
The convertible bonds will be issued and redeemed at 100% of their principal
amount and will, unless previously redeemed, converted or purchased and
cancelled, mature in October 2017. Holders of the bonds will be entitled to
require an early redemption of the bonds on the fifth anniversary after the
issue date, at the principal amount together with accrued interest. Seadrill
will have the right to call the bonds after five years plus 21 days, if the
value of the Seadrill shares underlying one bond on the Oslo Stock Exchange
(translated into US$) exceeds, for a specified period of time, 150% of the
principal amount of the bond.
The bonds are expected to be issued on or around October 27, 2010. Seadrill may
decide to list the bonds on an exchange at a later stage.
Seadrill has in the recent months seen signs of strengthening offshore drilling
market. The number of enquiries from oil companies is increasing in all segments
where Seadrill operates, particularly focusing on modern equipment managed by
experienced operators. Seadrill believes that this trend will continue in the
years to come and wants to capitalize on these opportunities and continue to
grow. Having recently entered into two newbuilding contracts for additional
jack-up rigs capacity at attractive pricing levels, the Company is currently in
advanced discussions regarding other growth investments. These will further
position Seadrill as a company focused on rapid growth with modern premium
assets. The proceeds from the issuance will be used to part finance these
investments. A portion of the proceeds may be used to buy back part of
Seadrill's existing convertible bonds.
ABG Sundal Collier, Credit Suisse and Deutsche Bank are acting as joint
bookrunners. DnB NOR Markets, Nordea Markets and SEB Enskilda are acting as co-
managers.
This announcement does not constitute or form part of an offer to sell or the
solicitation of an offer to subscribe for any securities of Seadrill Limited.
Seadrill expects to announce the final terms and conditions related to the
convertible bond transaction on October 21, 2010.
Analyst contact:
Jim Dåtland
VP Investor Relations
Seadrill Management AS
+47 51 30 99 19
Media contact:
Esa Ikäheimonen
Chief Financial Officer
Seadrill Management AS
+47 51 30 99 19
IMPORTANT NOTE
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN OR ITALY, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS
OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
This press release is for information purposes only and does not constitute or
form part of, and should not be construed as an offer or an invitation to sell
or issue, or the solicitation of any offer to buy or subscribe for, any
securities. In connection with this transaction there has not been, nor will
there be, any public offering of the Bonds. No prospectus will be prepared in
connection with the offering of the Bonds. The Bonds may not be offered to the
public in any jurisdiction in circumstances which would require Seadrill to
prepare or register any prospectus or offering document relating to the Bonds in
such jurisdiction. The distribution of this press release and the offer and
sale of the Bonds in certain jurisdictions may be restricted by law. Any persons
reading this press release should inform themselves of and observe any such
restrictions.
Stabilisation/FSA
This press release does not constitute an offer to sell or a solicitation of an
offer to purchase any securities in the United States. The securities referred
to herein (including the Bonds and the shares of Seadrill) have not been and
will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or the laws of any state within the U.S., and may not be
offered or sold in the United States, except in a transaction not subject to, or
pursuant to an applicable exemption from, the registration requirements of the
Securities Act or any state securities laws. This press release and the
information contained herein may not be distributed or sent into the United
States, or in any other jurisdiction in which offers or sales of the securities
described herein would be prohibited by applicable laws and should not be
distributed to United States persons or publications with a general circulation
in the United States. No offering of the Bonds is being made in the United
States.
This press release is only being distributed to and is only directed at (i)
persons who have professional experience in matters relating to investments
falling within Article 19(1) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities
falling within Article 49(2) of the Order and (iii) persons to whom it would
otherwise be lawful to distribute it (all such persons together being referred
to as "relevant persons"). The Bonds are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such Bonds will
be engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this press release or any of its contents.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1453811]