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Seadrill Limited — Capital/Financing Update 2019
Mar 12, 2019
9186_rns_2019-03-12_80728fda-2107-4dc0-afeb-30fbbb63cfa2.html
Capital/Financing Update
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SDRL - Launches Tender Offer for 12.0% Senior Secured Notes due 2025
SDRL - Launches Tender Offer for 12.0% Senior Secured Notes due 2025
Hamilton, Bermuda, March 12, 2019 - Seadrill Limited (the "Company") has
commenced a cash tender offer for up to c.$311 million in aggregate principal
amount of its 12.0% Senior Secured Notes due 2025 (the "Notes") pursuant to an
offer to purchase, dated March 12, 2019.
The tender offer will expire at 11:59 p.m., New York City time, on April
8, 2019 (the "Expiration Time"). Tendered Notes may not be withdrawn after the
Expiration Time. Holders who validly tender and do not validly withdraw their
Notes on or before the Expiration Time will be eligible to receive $1,070 per
$1,000 principal amount of Notes tendered plus accrued and unpaid interest up
to, but not including, the settlement date for tendered Notes. All holders who
participate in the tender offer will have their notes accepted on a pro rata
basis for purchase as set forth in the offer to purchase. As previously
announced, holders representing greater than 50% of the aggregate principal
amount outstanding of the Notes have agreed to tender their Notes, ensuring full
take up of the tender offer, should others not take up the offer to purchase.
Subject to applicable law and the terms and conditions of the offer to purchase,
the Company may terminate the tender offer, waive any or all of the conditions
of the tender offer prior to the Expiration Time, extend the Expiration Time or
amend the terms of the tender offer. Upon the successful completion of the
tender offer, the amendments to the indenture and escrow agreement related to
the Notes announced on March 11, 2019 will become effective if the tender offer
is completed by April 30, 2019.
The Company has retained Morgan Stanley & Co. LLC to act as the sole dealer
manager for the tender offer and D.F. King & Co., Inc. to act as information
agent and tender agent for the tender offer. Requests for documents may be
directed to D.F. King & Co., Inc. at (866) 796-7184 (toll free) or (212)
269-5550 (collect) or email [email protected]. Questions regarding the tender
offer may be directed to Morgan Stanley & Co. LLC, Liability Management Group,
at (800) 624-1808 (toll free) or (212) 761 -1057(collect).
This press release is for informational purposes only and does not constitute an
offer to sell, or a solicitation of an offer to buy, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which such an offer,
solicitation, or sale would be unlawful. The tender offer is only being made
pursuant to the terms of the Offer to Purchase. No recommendation is being made
as to whether holders of Notes should tender their Notes into the tender offer.
FORWARD LOOKING STATEMENTS
This news release includes forward looking statements. Such statements are
generally not historical in nature, and specifically include statements about
the Company's plans, strategies, business prospects, changes and trends in its
business and the markets in which it operates. These statements are made based
upon management's 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
Company's filings with the Securities and Exchange Commission, including its
2017 Annual Report on Form 20-F (File No. 001-34667) and its Registration
Statement on Form F-1 (Registration 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.