Utdrag fra dokumentet med forslaget fra Seadrill til refinansiering:


Executive Summary


The terms presented herein (the “Company Proposal”) contemplate $750mm of takeback debt and $300mm of new senior money allocated in a single silo facility, and an option for a full repayment of the AOD facility

Benefits of Company Proposal

• Total debt is reduced to $750mm in the Company Proposal, as compared to $1,600mm in prepetition discussions. New money is increased to $300mm from $200mm
• The allocation methodology is revised to appropriately reflect contracted revenues and cash
• The AOD cash takeout mechanism helps facilitate implementation

Benefits of Single Silo Structure

• The Company is proposing a single facility structure because it believes that there are significant benefits associated with doing so, such as:
– Cash management, governance issues, and conflicting interests are minimised, resulting in a simplified organisational structure

– There are a limited number of legal entities and relationships between entities (including transfer pricing rules), which lowers the cost of administration

– Complications associated with managed rigs that have contracts flowing through common entities are reduced

– Assuming proper documentation, future M&A activity is not significantly impacted (note: other restructured drilling companies do not have multiple silos)

• The total recoveries (estimated net scrap proceeds + allocated takeback debt + allocated equity) by silo are shown below under various illustrative total values

‒ AOD lenders have the option to elect cash for the full amount of their claim in lieu of their allocations

• Debt allocations rely first on the sum of (i) NPV of contracted backlog (firm and expected contracts) and (ii) projected cash upon emergence in September 2021(1), and then on remaining rig value (rig values as outlined in 17 March 2021 Revised CoCom Restructuring Proposal less NPV of contracted backlog), which accounts for each silo’s earning power and expected future contribution to the reorganised Company

• Equity is allocated dollar-for-dollar on the basis of any remaining rig value (calculated as rig value less allocated takeback debt) such that each rig receives a full consideration in debt and equity on the basis of its rig value. Any remaining equity is allocated pro rata to each facility’s nominal claim

‒ Blacked out...

‒ Equity allocation does not include any allocation to new money lenders, which could dilute the recoveries shown

• See Appendix for recoveries per lender


Equitisation

• RigCo deficiency claim to be converted to 99% equity in Seadrill Limited, subject to dilution from equity kicker for new money and MIP

• Anti-dilution and pre-emption rights for equitising RigCo lenders to be agreed

• Residual equity to current shareholders set at 1%, provided unsecured creditors and shareholders vote as a class in support of the transaction

Ekstraordinær generalforsamling må godta disse betingelsene (antar med 2/3 flertall)...



Om ny kapital:

Secured Credit Facilities to receive $750mm of takeback debt allocated to the Existing Secured Credit Facilities [with ability to participate in a $[300]mm new money raise offered to holders of the Existing Secured Credit Facilities]


Chapter 11 forventet avsluttet i september?

• The $300mm new money is assumed to be available upon emergence in September 2021