Seadrill Limited — Capital/Financing Update 2023

Jul 11, 2023

Seadrill Limited (SDRL) Announces Offering of $450 Million Senior Secured Second Lien Notes and Concurrent Entry into New Revolving Credit Facility

Seadrill Limited (SDRL) Announces Offering of $450 Million Senior Secured Second Lien Notes and Concurrent Entry into New Revolving Credit Facility

Hamilton, Bermuda, July 11, 2023 - Seadrill Limited ("Seadrill" or the

"Company") (NYSE & OSE: SDRL) announced today that, subject to market

conditions, it intends to offer (the "Offering") for sale to eligible purchasers

in an offering under Rule 144A and Regulation S of the Securities Act of 1933,

as amended (the "Securities Act"), $450 million in aggregate principal amount of

senior secured second lien notes (the "Notes") to be issued by Seadrill Finance

Limited, an exempted company limited by shares incorporated under the laws of

Bermuda and a wholly owned subsidiary of Seadrill ("Seadrill Finance").

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.

In connection with the offering of the Notes, Seadrill Finance entered into a

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

to four years subject to certain financial tests) that provides for commitments

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

$100 million and is 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 (i) the consummation of the Offering; (ii) 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 (iii) 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.

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.

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 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