Seadrill Limited — Capital/Financing Update 2023

Jul 13, 2023

Seadrill Limited (SDRL) Announces Pricing of $500 Million Upsized 144A / Reg S Offering of 8.375% Senior Secured Second Lien Notes Due 2030

Seadrill Limited (SDRL) Announces Pricing of $500 Million Upsized 144A / Reg S Offering of 8.375% Senior Secured Second Lien Notes Due 2030

Hamilton, Bermuda, July 13, 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 $500 million in aggregate principal amount

of 8.375% Senior Secured Second Lien Notes due 2030 (the "Notes"). The Offering

was upsized to $500 million in aggregate principal amount of Notes from the

original offering size of $450 million in aggregate principal amount of Notes.

The Notes mature on August 1, 2030, and will be issued at par. The Offering is

expected to close on July 27, 2023, subject to customary conditions precedent

and to the effectiveness of the New Credit Agreement (as defined below).

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.

The information contained in this press release 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.

As previously announced, on July 11, 2023, the Company entered into a senior

secured five-year revolving credit facility (which tenure may be reduced to four

years subject to certain financial tests), which provides for commitments

permitting borrowings of up to $225 million with an accordion feature of up to

$100 million and governed by a credit agreement (the "New Credit Agreement").

The obligations under the New Credit Agreement will be (i) guaranteed by the

Company and the same subsidiaries of the Company that guarantee the obligations

under the Notes and (ii) secured on a first lien basis by the same assets that

secure the Notes. The commitments under the New Credit Agreement will become

available to be borrowed upon the satisfaction of various conditions, including

the consummation of the Offering, the redemption or discharge of all of the

obligations under the Super Senior Term and Revolving Facilities Agreement dated

February 22, 2022 and the Senior Secured Credit Facility Agreement dated

February 22, 2022, and that, after giving effect to any such borrowings and the

application of the proceeds thereof, the aggregate amount of Available Cash (as

defined in the New Credit Agreement) would not exceed $250 million.

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.

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 closing of the offering of notes,

the use of proceeds therefrom, the closing and availability of borrowings under

the New Credit Agreement 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