Slaughter and May advised Seadrill New Finance Limited (“Seadrill New Finance”) on the negotiation and implementation of a comprehensive restructuring in relation to its secured notes. The restructuring has amended and extended Seadrill New Finance’s secured notes, and transferred majority ownership of Seadrill New Finance to its secured noteholders. Seadrill Limited will retain a 35% stake in Seadrill New Finance, and will provide certain management services to Seadrill New Finance and certain of its subsidiaries pursuant to new management services agreements that have been put in place in connection with the restructuring.
The restructuring was developed over the course of several months of detailed discussions and was implemented via a “one day” chapter 11 filing in the United States Bankruptcy Court for the Southern District of Texas (the “Court”) on 11 January 2022 with support from an overwhelming majority of existing stakeholders. The Plan of reorganisation was confirmed by the Court on 12 January 2022 within just 24 hours of the filing and an objection from the US Trustee was rejected.
As part of the restructuring process, Slaughter and May also advised Seadrill New Finance on the restructuring of one of its joint ventures, SeaMex Ltd.. The restructuring of SeaMex Ltd., which was implemented via a provisional liquidation process in Bermuda, resulted in substantially all of the assets of SeaMex Ltd., including the shares in its subsidiaries, being transferred to a wholly-owned subsidiary of Seadrill New Finance Limited in November 2021. Consideration for the asset sale included the release of a significant portion of intra-group debt. The restructuring of SeaMex Ltd. also included a refinancing of the SeaMex group’s bank debt.
The Slaughter and May team was led by restructuring partner Ian Johnson, together with financing partners Philip Snell, Robert Byk, Claire Cooke and corporate partner Christian Boney. They were supported by an associate team that included Evelyn Fleming, Rebecca Davies, Beatriz Posada, Alex MacIver, Jansy Man and Kevin Johnston, and a trainee team that included Matthew Spilsbury and Alexandra Cameron.
Slaughter and May worked as part of an integrated team with the Seadrill in-house legal and treasury team and Kirkland & Ellis LLP. Conyers Dill & Pearman Limited advised on Bermuda law aspects.
Slaughter and May, with a team led by Philip Snell, is also advising Seadrill Limited on its comprehensive restructuring, which is also being effected by way of chapter 11 proceedings.