Seadrill Limited — Capital/Financing Update 2023

Jul 27, 2023

Seadrill Limited (SDRL) Announces Closing of $500 Million Senior Secured Second Lien Notes and Concurrent Availability of New Revolving Credit Facility

Seadrill Limited (SDRL) Announces Closing of $500 Million Senior Secured Second Lien Notes and Concurrent Availability of New Revolving Credit Facility

Hamilton, Bermuda, July 27, 2023 - On July 27, 2023, Seadrill Limited (the

"Company") (NYSE & OSE: SDRL) and its wholly owned subsidiary, Seadrill Finance

Limited ("Seadrill Finance" or the "Issuer"), announced that Seadrill Finance

has issued $500 million in aggregate principal amount of 8.375% Senior Secured

Second Lien Notes due 2030 (the "Notes") in an offering (the "Offering")

conducted pursuant to Rule 144A and Regulation S under the Securities Act of

1933, as amended (the "Securities Act"). The net proceeds from the Offering will

be used to: (i) prepay in full the outstanding amounts under its existing

secured debt facilities and (ii) pay fees associated with exiting such secured

debt facilities. The remainder of the net proceeds from the Offering will be

used for general corporate purposes. Additionally, the commitments under the

previously announced senior secured five-year revolving credit facility that

permits borrowings of up to $225 million (with an accordion feature of up to

$100 million) and which is governed by a credit agreement that was entered into

on July 11, 2023 (the "New Credit Agreement") became effective and available to

be borrowed upon the closing of the Offering, subject to customary borrowing

conditions.

Additionally, as previously disclosed on July 25, 2023, the Company priced an

additional $75 million in aggregate principal amount of 8.375% Senior Secured

Second Lien Notes due 2030 (the "Incremental Notes"). The Incremental Notes

mature on August 1, 2030, and will be issued at 100.75% of par. At the closing

of the Incremental Notes offering on August 8, 2023, the Incremental Notes will

be issued bearing temporary ISINs and temporary common codes. On or before

September 7, 2023 (the "Exchange Date"), the Incremental Notes will be

automatically exchanged for an equal aggregate principal amount of U.S. dollar

-denominated senior secured second lien notes issued pursuant to an Indenture,

dated as of July 27, 2023 (the "Indenture"), entered into among the Issuer,

certain subsidiaries of the Company named therein (the "Guarantors") and GLAS

Trust Company LLC, as trustee and collateral trustee. As of the Exchange Date,

the Incremental Notes will be fully fungible with the Notes, will constitute a

single series with the Notes and will be treated as additional notes under the

Indenture.

The information contained herein is neither an offer to sell nor a solicitation

of an offer to buy the securities described herein, nor shall there be any sale

of these securities in any jurisdiction in which such an offer, solicitation, or

sale would be unlawful absent registration or an applicable exemption from the

registration requirements of the securities laws of any such jurisdiction. The

securities offered have not been registered under the Securities Act, any state

securities laws, or any foreign jurisdiction, and were offered and sold only to

persons reasonably believed to be qualified institutional buyers pursuant to

Rule 144A under the Securities Act and to persons outside the United States

pursuant to Regulation S under the Securities Act.

This announcement is considered to contain inside information as defined in

article 7 of the EU Market Abuse Regulation, is subject to disclosure

requirements pursuant to section 5-12 of the Norwegian Securities Trading Act

and was made public by Simon Woods at Hawthorn Advisors on the date and time

stated above.

Contact Information

For additional information, visit www.seadrill.com.

Benjamin Wiseman

Investor Relations

T: +44 (0)7867139312

E: benjamin.wiseman@seadrill.com

About Seadrill

Seadrill is a leading offshore drilling contractor utilizing advanced technology

to unlock oil and gas resources for clients across harsh and benign locations

around the globe. Seadrill's high-quality, technologically-advanced fleet spans

all asset classes allowing its experienced crews to conduct operations across

geographies, from shallow to ultra-deepwater environments.

Forward-Looking Statements

This communication includes forward-looking statements within the meaning of

Section 27A of the Securities Act and Section 21E of the Exchange Act. All

statements other than statements of historical facts included in this

communication, including those regarding the use of proceeds from the Notes, the

closing of the offering of the Incremental Notes, the use of proceeds therefrom,

and statements about the Company's plans, strategies, business prospects,

changes and trends in its business and the markets in which it operates, are

forward-looking statements. These forward-looking statements can often, but not

necessarily, be identified by the use of forward-looking terminology, including

the terms "assumes", "projects", "forecasts", "estimates", "expects",

"anticipates", "believes", "plans", "intends", "may", "might", "will", "would",

"can", "could", "should" or, in each case, their negative, or other variations

or comparable terminology. These statements are based on 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 communication. Important factors that could cause actual

results to differ materially from those in the forward-looking statements

include, but are not limited to, market conditions, offshore drilling market

conditions, including supply and demand, dayrates, fluctuations in the price of

oil, international financial market conditions, changes in governmental

regulations that affect the Company or the operations of the Company's fleet,

the review of competition authorities, the performance of the drilling rigs in

the Company's fleet, the cancellation of drilling contracts currently included

in reported contract backlog, the impact of global economic conditions and

global health threats, pandemics and epidemics, political and other

uncertainties, including those related to the conflict in Ukraine, and other

important factors described from time to time in the reports filed or furnished

by us with the U.S. Securities and Exchange Commission ("SEC"). Consequently, no

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

-looking statements, you should also keep in mind the risks described from time

to time in the Company's filings with the SEC, including its annual report on

Form 20-F for the year ended December 31, 2022, filed with the SEC on April 19,

2023 (File No. 001-39327) and subsequent filings.

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 us to predict all of these factors.

Further, the Company cannot assess the impact of each such factors 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.

seadrill@hawthornadvisors.com