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Seadrill Limited Capital/Financing Update 2019

Mar 11, 2019

9186_rns_2019-03-11_3beb79e8-4172-46e7-b459-c2be0c3719ff.html

Capital/Financing Update

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SDRL - Successful Completion of Consent Solicitation for Proposed Amendments to 12.0% Senior Secured Notes due 2025

SDRL - Successful Completion of Consent Solicitation for Proposed Amendments to 12.0% Senior Secured Notes due 2025

Hamilton, Bermuda, March 11, 2019 - Seadrill Limited (the "Company") announces

the successful completion of the consent solicitation process to amend certain

terms of the indenture and the escrow agreement related to its 12.0% Senior

Secured Notes due 2025 (the "Notes"). The consent solicitation expired at 5:00

p.m., New York City time, on March 8, 2019.  Approximately 89% in aggregate

principal amount of the Notes consented to the proposed amendments and a consent

fee totaling c.$1.7 million was paid to consenting noteholders.

The company has entered into a supplemental indenture and amended escrow

agreement related to the Notes.  The amendments will become effective upon the

successful completion of a c.$340 million tender offer for the Notes, if

completed by April 30, 2019. The main amendments are as follows:

* Asset sale proceeds remaining after a mandatory asset sale repurchase offer

can be used for open market purchases of the Notes.

* c.$340 million currently held as security for the Notes can be used to fund

a tender offer for the Notes at a price of 107 plus accrued and unpaid

interest and related fees and expenses.

* The subordinated capital redemption provision can be used to redeem all of

the Notes.

* Unrestricted cash not provided as security for the Notes can be used to

redeem the Notes using the subordinated capital redemption provision with

the consent of the relevant parties to the secured credit facilities.

* The requirement for obtaining a public rating on the Notes has been

eliminated.

This press release does not constitute an offer to sell, or a solicitation of an

offer to buy, any security.  No offer, solicitation, or sale will be made in any

jurisdiction in which such an offer, solicitation, or sale would be unlawful.

FORWARD LOOKING STATEMENTS

This news release includes forward looking statements. Such statements are

generally not historical in nature, and specifically include statements about

the Company's plans, strategies, business prospects, changes and trends in its

business and the markets in which it operates. These statements are made based

upon management's current plans, expectations, assumptions and beliefs

concerning future events impacting the Company and therefore involve a number of

risks, uncertainties and assumptions that could cause actual results to differ

materially from those expressed or implied in the forward-looking statements,

which speak only as of the date of this news release. Consequently, no forward-

looking statement can be guaranteed. When considering these forward-looking

statements, you should keep in mind the risks described from time to time in the

Company's filings with the Securities and Exchange Commission, including its

2017 Annual Report on Form 20-F (File No. 001-34667) and its Registration

Statement on Form F-1 (Registration No. 333-224459). The Company undertakes no

obligation to update any forward looking 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.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.