Seadrill Limited has entered into a binding Share Purchase Agreement (“SPA”) with subsidiaries of ADES Arabia Holding Ltd. (together, “ADES”) to sell the legal entities that own and operate seven jack-ups (the “Jack-up Sale”) in the Kingdom of Saudi Arabia.
Upon completion of the Jack-up Sale, the AOD I, AOD II, AOD III, West Callisto, West Ariel, West Cressida, and West Leda will be owned by ADES. ADES will also employ the crews operating the rigs and will hold the drilling contracts related to the rigs. The total consideration for the Jack-up Sale is USD 628 million in cash, subject to adjustment for working capital and other items, and reimbursement to Seadrill for any project costs spent at the time of closing in relation to the reactivation of the three stacked jack-ups, namely the West Ariel, West Cressida and West Leda (“Reactivation Rigs”). This translates into approximately USD 100 million per rig on a ready to drill basis.
The proceeds from the Jack-up Sale enable Seadrill to significantly de-leverage its balance sheet and to eliminate outstanding capital expenditure for the Reactivation Rigs.
The Jack-up Sale is subject to customary closing conditions, including approval of competition authorities in Saudi Arabia, and is anticipated to close within the fourth quarter of 2022. Seadrill will provide customary transition support services to ADES for a limited period of time following closing.
Simon Johnson, Seadrill Chief Executive Officer, commented, “The sale of seven jack-ups to ADES is transformative for Seadrill. We are pleased to announce this transaction, which we believe crystallizes the valuation of these rigs at a substantially higher level than currently implied in Seadrill’s share price. It will also enable us to significantly de-lever our balance sheet, positioning us for future opportunities.”
The Jack-up sale is not expected to have a material impact on our revenue and Adjusted EBITDA guidance for 2022, as disclosed within our 2Q 2022 earnings release. Our capex and long-term maintenance guidance range of $320 million to $360 million could change materially depending on the date the transaction closes. Approximately $120 million of expenditures relating to the reactivation and upgrading of the Reactivation Rigs is included within the range disclosed. The range is likely to reduce to the extent the transaction closes prior to year-end as expenditures subsequent to the transaction closing will be incurred by the buyer. Furthermore, any such capital expenditures incurred on these rigs prior to closing will be fully reimbursed by the buyer on closing of the transaction.