Seadrill Limited — Capital/Financing Update 2023

Jul 25, 2023

Seadrill Limited (SDRL) Announces Pricing of Additional $75 Million 144A / Reg S Offering of 8.375% Senior Secured Second Lien Notes Due 2030

Seadrill Limited (SDRL) Announces Pricing of Additional $75 Million 144A / Reg S Offering of 8.375% Senior Secured Second Lien Notes Due 2030

Hamilton, Bermuda, July 25, 2023 - Seadrill Limited ("Seadrill" or the

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

Limited ("Seadrill Finance"), announced today the pricing of their offering

under Rule 144A and Regulation S (the "Offering") of the Securities Act of 1933,

as amended (the "Securities Act"), of an additional $75 million in aggregate

principal amount of 8.375% Senior Secured Second Lien Notes due 2030 (the

"Incremental Notes"). The Offering of the Incremental Notes is conditioned on

the closing of the offering of the Original Notes (as defined below).

The Incremental Notes will have the same terms and conditions as the $500

million aggregate principal amount of 8.375% Senior Secured Second Lien Notes

due 2030, which are expected to be issued on July 27, 2023 (the "Original

Notes"). The Incremental Notes mature on August 1, 2030, and will be issued at

100.75% of par. The Incremental Notes will initially 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 the indenture. As of the Exchange Date, the Incremental

Notes will be fully fungible with the Original Notes, will constitute a single

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

indenture.

The net proceeds from the Offering will be used for general corporate purposes

and to pay certain fees and expenses in relation to the Offering.

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 to be offered have not been registered under the Securities Act, any

state securities laws or any foreign jurisdiction.  The Company plans to offer

and sell the securities 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 hereof.

Contact Information

For additional information, visit www.seadrill.com.

Lydia Mabry

Director of Investor Relations

T: +1 (832) 252-7064

E: lydia.mabry@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 closing of the offering of Original

Notes and 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