HAMILTON, Bermuda, April 8, 2020 /PRNewswire/ -- Seadrill Limited
(the "Company" or "Seadrill") (NYSE: SDRL) (OSE: SDRL), today
announced that on March 26, 2020, the
Company has received written notice from the New York Stock
Exchange (the "NYSE") that the Company is not in compliance with
the NYSE continued listing standard with respect to the minimum
average share price required by the NYSE because the average
closing price of its common shares had fallen below $1.00 per share over a period of 30 consecutive
trading days. As of March 24,
2020, the average closing price per share of the Company
over the preceding 30 trading day period was $0.99.
Under the NYSE rules, the Company can regain compliance with
this standard and cure this deficiency if, during the six-month
period following receipt of the NYSE notice, on the last trading
day of any calendar month or on the last trading day of this
six-month cure period, the Company's common shares have a closing
share price of at least $1.00 and an
average closing share price of at least $1.00 over the 30-trading day period ending on
the last trading day of that month or the last trading day of the
cure period. If the Company determines to remedy the
non-compliance by taking action that will require shareholder
approval, the six-months cure period requirement does not apply, as
long as the Company seeks shareholder approval by no later than its
next annual general meeting, and implements such action promptly
afterwards. In this instance, the price condition will
be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above the
level for at least the following 30 trading days. The
Company has responded to the NYSE to confirm its intent to cure
this non-compliance.
During this period, the Company's common shares will continue to
be traded on the NYSE, subject to the Company's compliance with
other applicable NYSE listing requirements. The notice does not
affect the Company's ongoing business operations or its U.S.
Securities and Exchange Commission reporting obligations.
This information is subject of the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading
Act.
FORWARD LOOKING STATEMENTS
This press release and any other written or oral statements made
by the Company or on its behalf may include forward-looking
statements which reflect the Company's current views with respect
to future events and financial performance. Forward-looking
statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying
assumptions and other statements, which are other than statements
of historical or present facts or conditions. The words
"believe," "anticipate," "intend," "estimate," "forecast,"
"project," "plan," "potential," "may," "should," "expect" and
similar expressions identify forward-looking
statements.
The forward-looking statements in this document are based upon
various assumptions, many of which are based, in turn, upon further
assumptions, including, without limitation, management's
examination of historical operating trends, data contained in the
Company's records and other data available from third parties.
Although the Company believes that these assumptions were
reasonable when made, because these assumptions are inherently
subject to significant uncertainties and contingencies that are
difficult or impossible to predict and are beyond its control, the
Company cannot assure you that it will achieve or accomplish these
expectations, beliefs or projections.
In addition to these important factors and matters discussed
elsewhere in this press release, important factors that, in the
Company's view, could cause actual results to differ materially
from those discussed in the forward-looking statements include:
- the impact of active negotiations with the Company's lenders to
obtain certain amendments to the Company's credit facilities and
related contingency planning efforts, the outcome of which is
uncertain and which may involve schemes of arrangement;
- the Company's ability to maintain relationships with suppliers,
customers, employees and other third parties following its
emergence from Chapter 11 proceedings;
- the Company's ability to maintain and obtain adequate financing
to support its business plans following its emergence from Chapter
11;
- factors related to the offshore drilling market, including
volatility and changes in oil and gas prices and the state of the
global economy on market outlook for the Company's various
geographical operating sectors and classes of rigs;
- supply and demand for drilling units and competitive pressure
on utilization rates and dayrates;
- customer contracts, including contract backlog, contract
commencements, contract terminations, contract option exercises,
contract revenues, contract awards and rig mobilizations;
- the repudiation, nullification, modification or renegotiation
of drilling contracts;
- delays in payments by, or disputes with, the Company's
customers under the Company's drilling contracts;
- fluctuations in the market value of the Company's drilling
units and the amount of debt the Company can incur under certain
covenants in the Company's debt financing agreements;
- the Company's liquidity and the adequacy of cash flow for its
obligations;
- the Company's ability to successfully employ its drilling
units;
- the Company's ability to procure or have access to
financing;`
- the Company's expected debt levels;
- the impact of the operating and financial restrictions imposed
by covenants in the Company's debt agreements;
- the Company's ability to satisfy its obligations, including
certain covenants, under its debt agreements and, if needed, to
raise new capital or refinance its existing indebtedness;
- the ability of the Company's affiliated or related companies to
service their debt requirements and comply with the provisions
contained in their loan agreements;
- credit risks of the Company's key customers;
- political and other uncertainties, including political unrest,
risks of terrorist acts, war and civil disturbances, public health
threats, piracy, corruption, significant governmental influence
over many aspects of local economies, or the seizure,
nationalization or expropriation of property or equipment;
- the impact of global economic conditions, including potential
trade wars and global health threats, such as the coronavirus, or
COVID-19, outbreak on the Company, its customers and
suppliers;
- the concentration of the Company's revenues in certain
geographical jurisdictions;
- limitations on insurance coverage, such as war risk coverage,
in certain regions;
- any inability to repatriate income or capital;
- the operation and maintenance of the Company's drilling units,
including complications associated with repairing and replacing
equipment in remote locations and maintenance costs incurred while
idle;
- new buildings, upgrades, shipyard and other capital projects,
including the completion, delivery and commencement of operation
dates;
- import-export quotas;
- wage and price controls and the imposition of trade
barriers;
- the recruitment and retention of personnel;
- regulatory or financial requirements to comply with foreign
bureaucratic actions, including potential limitations on drilling
activity, changing taxation policies and other forms of government
regulation and economic conditions that are beyond the Company's
control;
- the level of expected capital expenditures, the Company's
expected financing of such capital expenditures, and the timing and
cost of completion of capital projects;
- fluctuations in interest rates or exchange rates and currency
devaluations relating to foreign or US monetary policy;
- future losses generated from investments in associated
companies or receivable balances held with associated
companies;
- tax matters, changes in tax laws, treaties and regulations, tax
assessments and liabilities for tax issues, including those
associated with the Company's activities in Bermuda, Brazil, Norway, the United
Kingdom and the United
States;
- legal and regulatory matters, including the results and effects
of legal proceedings, and the outcome and effects of internal and
governmental investigations;
- hazards inherent in the drilling industry and marine operations
causing personal injury or loss of life, severe damage to or
destruction of property and equipment, pollution or environmental
damage, claims by third parties or customers and the suspension of
operations;
- customs and environmental matters; and
- other important factors described from time to time in the
reports filed or furnished by us with the SEC.
The Company cautions readers of this press release not to place
undue reliance on these forward-looking statements, which speak to
circumstances only as at their dates. The Company undertakes no
obligation to update any forward-looking statement or 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.
CONTACT: seadrill@hawthornadvisors.com
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