Seadrill Limited — Capital/Financing Update 2021

Aug 31, 2021

Seadrill New Finance Limited (the "Issuer") - Update on SeaMex restructuring

Seadrill New Finance Limited (the "Issuer") - Update on SeaMex restructuring

Hamilton, Bermuda | August 31, 2021 - Seadrill Limited ("Seadrill" or the

"Company") (OSE: SDRL, OTCPK:SDRLF) and the Issuer announce, further to the

announcement made by Seadrill and the Issuer on July 2, 2021 (the "2 July

Announcement"), the entry into a restructuring implementation deed (the "RID")

by, among others, the joint provisional liquidators of SeaMex Ltd. (in

provisional liquidation) ("SeaMex"), and the refinancing of the SeaMex senior

secured bank debt by the issuance of new senior secured notes (the "New SeaMex

Notes").  SeaMex is a 50/50 joint venture entered into by one of the Issuer's

subsidiaries, Seadrill JU Newco Bermuda Ltd.  These are the next key steps in

the restructuring of SeaMex. For further details on the SeaMex restructuring,

please refer to the 2 July Announcement.

The RID sets out the steps required to implement the SeaMex restructuring.  A

key step in the RID is the sale of the assets of SeaMex out of provisional

liquidation to a newly incorporated wholly owned subsidiary of the Issuer

("NewCo"). The share purchase agreement, which will effect this sale, is in

agreed form and is expected to be entered into by the relevant parties shortly.

The key terms of the share purchase agreement and related documentation include:

· SeaMex sells substantially all of its assets to NewCo in return for:

· NewCo assuming substantially all of SeaMex's liabilities

· Release of the guarantee provided by SeaMex in respect of the New SeaMex

Notes, with NewCo acceding as guarantor in respect of the New SeaMex Notes

· Release of a substantial part of certain debt owed by SeaMex to one of the

Issuer's indirect subsidiaries, Seadrill SeaMex SC Holdco Limited ("SC Holdco"),

with a material amount remaining owing by SeaMex as part of the agreed

implementation steps

· Certain other customary provisions including certain releases and

indemnities from the SeaMex group in relation to the SPA

· The completion of the sale is subject to certain customary conditions,

including certain antitrust approvals

In addition, as part of the steps set out by the RID, certain of the debt owed

by SeaMex to SC Holdco is being accelerated as part of the orderly

implementation of the SeaMex restructuring given the objective to release a

substantial part of this debt as partial consideration for the sale of the

SeaMex assets. The RID also contains certain customary provisions, including

certain customary releases.

The key terms of the New SeaMex Notes are:

· Amount: c. $219m (including upfront fee)

· Tenor: 3 years with call protection

· Rate: 12% PIYC and payable quarterly

· Collateral: secured on a senior basis by substantially all the assets of the

SeaMex group

· Ability to upsize: additional uncommitted shelf note facility in an

aggregate principal amount of up to $120m

For further details regarding the key terms of the New SeaMex Notes, please

refer to the commercial term sheet exhibited to the 2 July Announcement.

This announcement relates to the restructuring and refinancing of SeaMex.  It

remains the case that under Seadrill Limited's plan of reorganisation (the

"Plan") existing shareholders of Seadrill Limited will receive 0.25% of the new

equity, subject to dilution, if classes 4 and 6 of Seadrill Limited's creditors

vote to accept the Plan, and otherwise will not receive any recovery.

Consummation of the Plan is subject to a number of customary terms and

conditions, including court approval.

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, the markets in which it operates and its restructuring efforts. 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 regulatory filings and periodical

reporting. 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 to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

seadrill@hawthornadvisors.com

020 3745 4960