Seadrill Limited — M&A Activity 2023

Apr 3, 2023

Seadrill completes Aquadrill LLC acquisition

Seadrill completes Aquadrill LLC acquisition

Hamilton, Bermuda, April 03, 2023 - Seadrill Limited ("Seadrill") (NYSE & OSE:

SDRL) today announces that it has completed its acquisition of Aquadrill LLC

("Aquadrill"; and together with Seadrill, the "Company"). As a result of the

transaction, Aquadrill became a wholly owned subsidiary of Seadrill. In

connection with the completion of the transaction, Seadrill issued an aggregate

29,866,505 common shares to former Aquadrill unitholders and equity award

holders, resulting in issued share capital of $798,665.03 divided into a total

of 79,866,503 Seadrill common shares, each with a par value of $0.01, validly

issued, and fully paid and non-assessable.

The combination creates an industry-leading offshore drilling company, with a

modern and high specification fleet. The Company will have a streamlined cost

structure and will be well-positioned for further growth given its stronger

credit and liquidity profile, providing attractive cash flows.

Commenting on the transaction, Simon Johnson, Seadrill's President and Chief

Executive Officer, said, "We are delighted to have completed the acquisition of

Aquadrill, welcoming its fleet back into the Seadrill family. The management

team is focused on efficiently and rapidly integrating the two companies in

order to realize the synergies arising from the transaction. Today is a crucial

milestone for our Company and we firmly believe that we are well-placed for this

industry upcycle. We remain optimistic in the continuing development of the rig

market and our ability to deliver further value to our shareholders."

Strategic Rationale

The combination of Seadrill and Aquadrill presents a compelling strategic

rationale for all stakeholders:

· Creation of a leading offshore driller with best-in-class fleet: The Company

will be in a strong position to serve a broader range of customers, with one of

the youngest and most technologically advanced fleets in the industry, and a

combined backlog of $2.6 billion. The Company will own 12 floaters (including

seven 7th generation drillships), three harsh environment rigs, four benign jack

-ups, and three tender-assisted rigs. Additionally, seven rigs will be managed

under strategic partnerships.

· Increased exposure and upside to the improving market: The Company will have

a diversified portfolio of contract coverage, with additional active fleet

capacity to deploy in a rising market environment across critical basins in the

Golden Triangle.

· Significant synergy potential: The Company will be uniquely positioned to

rapidly integrate and realize identified and achievable synergies of at least

$70 million annually on a run-rate basis. All synergies are expected to be fully

realized within two years of closing the transaction.

· Strong cash flow generation and further strengthened balance sheet: The

Company should benefit from an enhanced cash flow profile and a strengthened

balance sheet, with significant credit and liquidity improvement, and with

access to a potentially lower cost of capital.

Governance and Leadership

Seadrill will continue to be domiciled in Hamilton, Bermuda. As previously

announced, Julie Robertson and Simon Johnson will continue in their respective

roles as Chair of the Board of Directors, and President and Chief Executive

Officer. In connection with the completion of the transaction, Harry Quarls and

Jonathan Swinney were appointed to fill the two new positions on Seadrill's

Board of Directors that were approved at Seadrill's annual general meeting of

shareholders on March 21, 2023. For more information relating to these new

directors, please visit our website at www.seadrill.com.

Other

Seadrill will continue to trade on the New York Stock Exchange and the main list

of the Oslo Stock Exchange under the ticker "SDRL".

Contact Information

For additional information, visit www.seadrill.com.

David Warwick

Director of Investor Relations

T: +971 58 687 4132

E: david.warwick@seadrill.com

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

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-deep-water environments.

Forward-Looking Statements

This announcement includes forward-looking statements. Such statements are

generally not historical in nature, and specifically include statements about

the timing and amount of synergies realized from the combination of Aquadrill

and Seadrill, future cash flows and liquidity of the Company, and Seadrill's

plans, strategies, business prospects, changes, and trends in its business and

the market in which it operates. These statements are based on the Seadrill

management team's current plans, expectations, assumptions and beliefs

concerning future events impacting the combined 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. Important

factors that could impact our ability to recognize the benefits from the

acquisition of Aquadrill that Seadrill envisions, such as synergies, or

otherwise cause actual results to differ materially from those in the forward

-looking statements include, but are not limited to the ability of the Company

to man and operate the Aquadrill rigs outside of the management agreement

structure employed by Aquadrill, offshore drilling market conditions including

supply and demand, day rates, customer drilling programs and effects of new rigs

on the market, contract awards and rig mobilizations, contract backlog, dry

-docking and other costs of maintenance of the drilling rigs in Seadrill's and

Aquadrill's fleets, the cost and timing of shipyard and other capital projects,

the performance of the drilling rigs in Seadrill's and Aquadrill's fleets, delay

in payment or disputes with customers, Seadrill's and Aquadrill's ability to

successfully employ their drilling units, procure or have access to financing,

ability to comply with loan covenants, liquidity and adequacy of cash flow from

operations, fluctuations in the international price of oil, international

financial market conditions, changes in governmental regulations that affect

Seadrill, Aquadrill or the operations of their fleets, increased competition in

the offshore drilling industry, the impact of global economic conditions and

global health threats, Seadrill's and Aquadrill's ability to maintain

relationships with suppliers, customers, employees and other third parties and

each of Seadrill's and Aquadrill's ability to maintain adequate financing to

support their business plans following emergence from their respective Chapter

11 proceedings, factors related to the offshore drilling market, the impact of

global economic conditions, Seadrill's and Aquadrill's liquidity and the

adequacy of cash flows for their obligations, political and other uncertainties,

the concentration of Seadrill's and Aquadrill's revenues in certain geographical

jurisdictions, limitations on insurance coverage, Seadrill's and Aquadrill's

ability to attract and retain skilled personnel on commercially reasonable

terms, the level of expected capital expenditures, Seadrill's and Aquadrill's

expected financing of such capital expenditures, and the timing and cost of

completion of capital projects, fluctuations in interest rates or exchange rates

and currency devaluations relating to foreign or U.S. monetary policy, tax

matters, changes in tax laws, treaties and regulations, tax assessments and

liabilities for tax issues, legal and regulatory matters, customs and

environmental matters, the potential impacts on Seadrill's and Aquadrill's

businesses resulting from climate-change or greenhouse gas legislation or

regulations, the impact on Seadrill's and Aquadrill's businesses from climate

-change related physical changes or changes in weather pattern, and the

occurrence of cybersecurity incidents, attacks or other breaches to Seadrill's

and Aquadrill's information technology systems, including their rig operating

systems. 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 Seadrill's filings with the U.S. Securities

and Exchange Commission ("SEC"), including its Annual Report on Form 20-F for

the year ended December 31, 2021, filed with the SEC on April 29, 2022 (File No.

001-39327).

Seadrill 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 Seadrill to predict all of these

factors. Further, Seadrill 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