EXPLANATORY NOTE
As previously disclosed in Seadrill Limited’s (“Seadrill”) Annual Report on Form 20-F filed with the SEC on April 19, 2023 (the “2022 Form 20-F”), on December 22, 2022, Seadrill entered into the Agreement and Plan of Merger by and among Seadrill, Aquadrill LLC (formerly Seadrill Partners), a Marshall Islands limited liability company (“Aquadrill”), and Seadrill Merger Sub, LLC, a Marshall Islands limited liability company (“Merger Sub”), pursuant to which Merger Sub merged with and into Aquadrill, with Aquadrill surviving the merger as a wholly owned subsidiary of Seadrill (the “Merger”). On April 3, 2023, Seadrill completed the Merger. In connection with the Merger, Seadrill issued approximately 29.9 million common shares, par value $0.01 per share (“Common Shares”), to Aquadrill unitholders and equity award holders, as well as the Chief Executive Officer of Aquadrill, representing approximately 37% of the post-Merger issued and outstanding Common Shares.
As a result of the Merger, Seadrill acquired Aquadrill’s four drillships, one semi-submersible and three tender-assist units. As of the date of this report, Seadrill (i) owns 12 floaters (including seven 7th generation drillships, three 6th generation drillships, and two benign environment semi-submersible units), three harsh environment rigs, four benign jackups and three tender-assisted rigs and (ii) manages seven additional rigs under management service arrangements with Sonadrill Holding Ltd. and SeaMex Limited.
Included in this Report on Form 6-K (this “Form 6-K”) is financial information related to Seadrill and Aquadrill. Exhibit 99.1 to this Form 6-K includes audited financial statements for the years ended December 31, 2022 and 2021 for Aquadrill. Exhibit 99.2 to this Form 6-K includes unaudited pro forma financial information for the year ended December 31, 2022 for Seadrill.
This Form 6-K should be read in conjunction with the 2022 Form 20-F, and any other documents Seadrill has filed with or furnished to the SEC subsequent to April 19, 2023.
EXHIBITS
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Exhibit
No. | | Description |
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| 99.1 | | Audited consolidated financial statements of Aquadrill LLC as of December 31, 2022 and 2021 (Successor) and for the year ended December 31, 2022 (Successor), the period from May 25, 2021 through December 31, 2021 (Successor), and the period from January 1, 2021 through May 24, 2021, (Predecessor). |
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| 99.2 | | Unaudited pro forma condensed combined financial information of Seadrill Limited as of December 31, 2022 and for the year ended December 31, 2022. |
