6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2020

Commission File Number 333-224459

Seadrill Limited

(Exact name of Registrant as specified in its Charter)

Par-la-Ville Place, 4th Floor

14 Par-la-Ville Road

Hamilton HM 08 Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes  ☐            No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes  ☐            No  ☒

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Certain of the new secured noteholders (the “NSNs”) approached Seadrill Limited (the “Company”) to discuss the possibility of extinguishing the outstanding NSNs in exchange for certain secured collateral. Attached hereto as Exhibit 99.1 is a copy of a slide entitled “Seadrill Response to NSN AHG Proposal,” which details the Company’s response to the proposal from the NSNs.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 6-K includes forward-looking statements. Such statements are generally not historical in nature, and specifically include statements about the Company’s plans, strategies, business prospects, changes and trends in its business, the markets in which it operates and its restructuring efforts. These statements are made based upon 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 release. Consequently, no forward-looking statement can be guaranteed. When considering these forward-looking statements, you should keep in mind the risks described from time to time in the Company’s periodical financial reporting. 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 the Company to predict all of these factors. Further, the Company cannot assess the impact of each such factor 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.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

EXHIBITS

Exhibit Number	Description
99.1	Seadrill Response to NSN AHG Proposal.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SEADRILL LIMITED
Date: August 31, 2020	By:	/s/ Anton Dibowitz
		Name:	Anton Dibowitz
		Title:	Chief Executive Officer of Seadrill Management Ltd.
			(Principal Executive Officer of Seadrill Limited)

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EX-99.1

Exhibit 99.1

PRIVILEGED & CONFIDENTIAL

Seadrill Response to NSN AHG Proposal

Set forth below is Seadrill Limited’s (“Seadrill’s”) response to the proposal from the ad hoc group of holders of the New Secured Notes (the “NSNs”; the proposal offered, the “NSN AHG Proposal”), which provides significant value to holders of the NSNs (including 11 cents of par value in the form of NSNCo cash)

Subject		NSN AHG Proposal (May 21, 2020)		Seadrill Response (August 15, 2020)
NSN Collateral Turnover	•	All NSN assets to be turned over to holders of the NSNs via transfer of 100% of the equity in NSNCo	•	Stakes in Seadrill Seabras UK Limited (“Seabras”) and Archer Limited (“Archer”) to be turned over to holders of the NSNs
	•	Application of secured cash at IHCo to be discussed	•	$59mm of Cash at NSNCo to be distributed to holders of the NSNs
			•	Stakes in Seadrill Partners (“SDLP”) and SeaMex to be retained by Seadrill
Transaction Structure	•	Transfer 100% of the equity in NSNCo to a newly incorporated SPV (“NewCo”) wholly owned by noteholders	•	NewCo structure conceptually acceptable to Seadrill subject to due diligence on details on change-of-control provisions in JV agreements, customer contracts and financing documents
	•	Release (or transfer to NewCo) all intercompany claims owing by NSNCo and its subsidiaries to IHCo, RigCo and their subsidiaries	•	If waivers of above provisions cannot be obtained, alternative structures will need to be considered
	•	Each noteholders’ equity holding of NewCo will be pro rata to their holding of the NSNs on the effective date	•	Stakes in Seabras and Archer only to be transferred to NewCo or alternative structure
	•	The NSNs shall maintain all existing first ranking security within the NSNCo Group	•	Release of all indebtedness under the NSN indenture
	•	Governance of NewCo to be agreed
NSN Claims at Seadrill and RigCo	•	Release by the holders of the NSNs of all existing guarantees and security and claims with respect to Seadrill Limited and its subsidiaries (including IHCo and RigCo and their respective subsidiaries)	•	Agreed
Management Agreements	•	Management and employment agreements with the Seadrill Group to be on market terms to reflect the new ownership structure and market conditions	•	To be discussed
Implementation	•	To be implemented consensually under the terms of the existing Finance Documents or utilizing a Bermudan Scheme of Arrangement	•	Potential implementation using Chapter 11 process or Bermudan Scheme of Arrangement

Source: Seadrill New Finance Limited In Principle Proposal (May 21, 2020)
CONFIDENTIAL | SUBJECT TO FRE 408 & ITS EQUIVALENTS	3