Seadrill Files for Prearranged Chapter 11 Bankruptcy as Part of Comprehensive Restructuring Plan

Photo: Seadrill

Seadrill has commenced its long-awaited comprehensive restructuring plan which includes a prearranged Chapter 11 bankruptcy as the offshore driller finally reaches a deal to restructure nearly $6 billion worth of debt.

The restructuring agreement was entered into with more than 97 percent of Seadrill’s secured bank lenders, approximately 40 percent of its bondholders, and a consortium of investors led by its largest shareholder, Hemen Holding, which is indirectly controlled by trusts established by John Fredriksen for the benefit of his immediate family.

As part of the restructuring agreement, Seadrill filed for prearranged chapter 11 today in the Southern District of Texas. The bankruptcy will allow Seadrill to raise $1.06 billion in new capital – comprised of $860 million of secured notes and $200 million of equity – which will allow the company to continue day-to-day operations as usual.

Existing shareholders will be hit hard by the deal. 

The Company’s secured lending banks have agreed to defer maturities of all secured credit facilities, totaling $5.7 billion, by approximately five years with no amortization payments until 2020 and significant covenant relief.  Additionally, assuming unsecured creditors support the plan, the Company’s $2.3 billion of unsecured bonds and other unsecured claims will be converted into approximately 15% of the post-restructured equity with participation rights in both the new secured notes and equity, and holders of Seadrill common stock will receive approximately 2% of the post-restructured equity.

Shares of Seadrill (NYSE: SDRL) were up over 33% in after-hours trading.

“The restructuring agreement we signed today is a comprehensive plan that raises over $1 billion of new capital, is underpinned by Hemen Holding Ltd., our largest shareholder, and is overwhelmingly supported by our banks and approximately 40 percent of our bondholders,” commented Anton Dibowitz, CEO and President of Seadrill Management. “This is a testament to our position in the sector, having a large, modern fleet, a top-quality customer base and a proven operating track record. With our improved capital structure, we will be in a strong position to capitalise when the market recovers.

“The continued focus and dedication of all our employees throughout this process has been exceptional. It is due to our people’s commitment to deliver safe, efficient operations day in, day out that we have succeeded in reaching this restructuring agreement,” Dibowitz said.

Seadrill was once the biggest offshore rig contractor by market value and the crown jewel of Norwegian billionaire John Fredriksen’s business empire, but the company’s shares have plummeted 99 percent from a 2013 peak due to falling oil and gas prices.

Seadrill’s full press release regarding the restructuring plan is below:

Hamilton, Bermuda, September 12, 2017 – Seadrill Limited (“Seadrill” or the “Company”) has entered into a restructuring agreement with more than 97 percent of its secured bank lenders, approximately 40 percent of its bondholders and a consortium of investors led by its largest shareholder, Hemen Holding Ltd. 

The agreement delivers $1.06 billion of new capital comprised of $860 million of secured notes and $200 million of equity.  The Company’s secured lending banks have agreed to defer maturities of all secured credit facilities, totaling $5.7 billion, by approximately five years with no amortization payments until 2020 and significant covenant relief.  Additionally, assuming unsecured creditors support the plan, the Company’s $2.3 billion of unsecured bonds and other unsecured claims will be converted into approximately 15% of the post-restructured equity with participation rights in both the new secured notes and equity, and holders of Seadrill common stock will receive approximately 2% of the post-restructured equity.  The agreed plan comprehensively addresses Seadrill’s liabilities, including funded debt and other obligations.  For additional information please refer to the Company’s Form 6K filed along with this announcement.

The agreed restructuring plan was developed over the course of more than a year of detailed discussions, and the plan will ensure that Seadrill can continue to operate its large, modern fleet of drilling units.  By extending and re-profiling the secured bank debt, reducing leverage and delivering a significant amount of new capital, this agreement provides Seadrill with a five-year runway.  Post-restructuring, Seadrill will have a strong cash position and good liquidity to take advantage when the market recovers.

To implement the restructuring agreement, Seadrill has today filed prearranged chapter 11 cases in the Southern District of Texas together with the agreed restructuring plan.  As part of the chapter 11 cases, the Company filed “first day” motions that, when granted, will enable day-to-day operations to continue as usual.  Specifically, the Company requested authority to pay its key trade creditors and employee wages and benefits without change or interruption.  Additionally, the Company expects it will pay all suppliers and vendors in full under normal terms for goods and services provided during the chapter 11 cases.  At the point of filing, Seadrill has over $1 billion in cash and does not require debtor-in-possession financing.  The restructuring agreement contemplates a balance sheet restructuring that is not intended to affect the Company’s operations.

As part of the restructuring process, Seadrill has successfully ring-fenced its non-consolidated affiliates from the Company’s restructuring, including Seadrill Partners LLC, SeaMex Ltd., Archer Limited and their respective subsidiaries.  These non-consolidated affiliates did not file chapter 11 cases, and we expect their business operations to continue uninterrupted.

Commenting today, Anton Dibowitz, CEO and President of Seadrill Management Ltd., said:

“The restructuring agreement we signed today is a comprehensive plan that raises over $1 billion of new capital, is underpinned by Hemen Holding Ltd., our largest shareholder, and is overwhelmingly supported by our banks and approximately 40 percent of our bondholders.  This is a testament to our position in the sector, having a large, modern fleet, a top-quality customer base and a proven operating track record.  With our improved capital structure, we will be in a strong position to capitalise when the market recovers. 

The continued focus and dedication of all our employees throughout this process has been exceptional.  It is due to our people’s commitment to deliver safe, efficient operations day in, day out that we have succeeded in reaching this restructuring agreement.”

The Company has engaged Kirkland & Ellis LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor.  Slaughter and May has been engaged as corporate counsel, and Morgan Stanley served as co-financial advisor during the negotiation of the restructuring agreement.  Advokatfirmaet Thommessen AS is serving as Norwegian counsel.  Conyers Dill & Pearman is serving as Bermuda counsel.