SEADRILL Ltd 8-K

What Happened

• Seadrill Finance Limited (the Issuer), a wholly owned subsidiary of SEADRILL Ltd, announced on June 30, 2026 the issuance of $700 million aggregate principal of 6.750% Senior Notes due July 15, 2034. The notes were issued under an Indenture dated June 30, 2026 with GLAS Trust Company LLC as trustee and were offered pursuant to Rule 144A and Regulation S.
• Interest is payable semi‑annually on January 15 and July 15, beginning January 15, 2027. The notes are fully and unconditionally guaranteed by SEADRILL and certain subsidiaries (and future guarantors under certain credit facilities), and include customary covenants and redemption provisions.

Key Details

• Issuance: $700,000,000 of 6.750% Senior Notes due July 15, 2034 (issued June 30, 2026).
• Interest/payments: Semi‑annual interest payments on Jan 15 and Jul 15, first payment Jan 15, 2027.
• Redemption features: Issuer may redeem on/after July 15, 2029 at set prices: 2029 — 103.375%; 2030 — 101.688%; 2031+ — 100.000%. Prior to July 15, 2029 redemptions subject to make‑whole premium; up to 40% may be redeemed before July 15, 2029 with certain equity proceeds at 106.750% if at least 60% remains outstanding. Change‑of‑control repurchase price is 101% plus accrued interest.
• Covenant protections: Restrictions on incurring additional debt, creating liens, making distributions/investments, asset sales, affiliate transactions and certain mergers — with important exceptions; many covenants are suspended while the notes are investment grade from at least two rating agencies and no default exists.
• Related actions: Proceeds were used to irrevocably deposit funds on June 30, 2026 to redeem and discharge all outstanding 8.375% Senior Secured Second Lien Notes due 2030 (the 2030 Notes) in full. Separately, Amendment No. 2 to the Senior Secured Revolving Credit Agreement (effective June 30, 2026) increased revolving commitments from $225M to $300M; that facility has not been drawn.

Why It Matters

• This transaction creates $700M of new senior unsecured debt that extends the Company’s funded debt maturity profile to 2034 while eliminating the outstanding 2030 second‑lien notes, reducing near‑term maturities.
• The notes carry a fixed 6.75% coupon, so investors should note the Company’s ongoing interest expense commitment and any effect on leverage metrics. The increased $300M revolving credit commitment improves available liquidity (facility undrawn).
• Covenants and guarantee structure may limit certain corporate actions until conditions (or exceptions) apply; some covenant restrictions can be suspended if the notes obtain investment‑grade ratings from at least two agencies.

(Indenture and form of the notes are filed as exhibits to the 8‑K.)