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 July 2021

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

Item 8.01. Other Events.

Seadrill New Finance Limited – Update on Restructuring Discussions and Proposed Consent Solicitation Launch

Hamilton, Bermuda | July 2, 2021 – Seadrill Limited (“Seadrill” or the “Company”) (OSE: SDRL, OTCPK:SDRLF) and Seadrill New Finance Limited (the “Issuer”) announce that, further to the announcement made by Seadrill and the Issuer on June 18, 2021, the Issuer and certain of its subsidiaries have today agreed to key commercial terms for a comprehensive restructuring of the Issuer and entered into a restructuring support agreement (“RSA”) with approximately 79 percent in value of the holders of the Issuer’s 12.0% senior secured notes due 2025 (the “Notes”) pursuant to which the parties thereto have agreed to the terms of the restructuring. Under the RSA, the parties have also reached agreement on the terms of a restructuring proposal in relation to the business and assets of SeaMex Ltd (in provisional liquidation) (“SeaMex”), a 50/50 joint venture entered into by one of the Issuer’s subsidiaries, Seadrill JU Newco Bermuda Ltd. Seadrill and the Issuer also announce herein a proposed consent solicitation process to amend certain provisions of the indenture governing the Notes.

Restructuring of the Issuer

The key terms of the restructuring are described in the commercial term sheet exhibited below and include:

• the release by the holders of the Notes (the “Noteholders”) of all existing guarantees and security and claims with respect to Seadrill and its subsidiaries (excluding the Issuer and its subsidiaries);

• the Noteholders receiving 65% of pro forma equity in the Issuer, with Seadrill Investment Holding Company (a subsidiary of Seadrill) retaining the remaining 35% of pro forma equity in the Issuer (with voting rights and other detailed arrangements between shareholders to be agreed), which shall effect a separation of the Issuer and its subsidiaries (including the Seabras Sapura assets and SeaMex assets) from the consolidated Seadrill group;

• the Noteholders will have appointment rights in respect of four out of five of the Issuer’s directors on the board of the restructured Issuer’s group, with the remaining director to be appointed by Seadrill;

• the Notes will remain in place, on amended terms including:

• maturity date: July 15, 2026

• interest: either (a) 9.0%, consisting of (i) 3.00% cash interest plus (ii) 6.00% PIK interest, or (b) 10.0% PIK, in each case payable quarterly

• call protection: redemption price on or after:

- July 15, 2021: 105%

- July 15, 2022: 102%

- July 15, 2023 and thereafter: 100%

• the Noteholders will have a first priority right to fund any additional liquidity needs of the Issuer or its affiliates (including working capital support, including up to $15 million of new super senior debt to provide further funding to the SeaMex business if required); and

• Seadrill will continue to provide management services to the Issuer’s group, and operate the SeaMex assets (with resolution and commercial agreement on payment of historic and go forward management fees). The restructuring of the Issuer may be implemented out of court or through a court supervised process, the latter likely involving a pre-packaged Chapter 11 process.

The Issuer and the consenting Noteholders intend to engage with other Noteholders in order to invite them to execute the RSA and support the restructuring. This will allow those Noteholders who enter into the RSA to participate in the next stage of the restructuring process, and in the event that sufficient Noteholders enter into the RSA, will enable the restructuring to be implemented through an out of court process that should reduce the time and costs that would otherwise be involved in a court supervised process.

Pursuant to the RSA, the consenting Noteholders have also agreed to forbear from exercising enforcement rights or otherwise take actions against the Issuer and any subsidiary of the Issuer which is an obligor under the Notes in respect of certain events of default that may arise under the Notes, including in respect of the Issuer not making the semi-annual cash interest payments due to the Noteholders on January 15, 2021 and July 15, 2021, until the earlier of the completion of the restructuring transactions described therein and termination of the RSA.

As of June 28, 2021 the Issuer’s cash balance was approximately $50.5 million.

SeaMex restructuring

As described in the announcement on June 18, 2021 (the “June 18 Announcement”), John C. McKenna of Finance & Risk Services Ltd and Simon Appell of AlixPartners UK LLP (the “JPLs”) were appointed as joint provisional liquidators over SeaMex by an order of the Supreme Court of Bermuda. Furthermore, on June 18, 2021, the joint venture agreement governing the SeaMex joint venture was terminated with immediate effect. Pursuant to the RSA, the parties thereto have agreed to the terms of a restructuring proposal in respect of the business and assets of SeaMex. The key terms of the proposal include:

• a refinancing of the SeaMex senior secured bank debt by the issuance of new senior secured notes on the terms set out in the commercial term sheet exhibited below (the “New SeaMex Notes”); and

• an offer to purchase the assets of SeaMex out of provisional liquidation, in exchange for the release of all or substantially all of the subordinated debt owed by SeaMex and certain of its subsidiaries to the Issuer and certain subsidiaries of the Issuer, and a novation of SeaMex’s guarantee of the senior bank debt.

The JPLs are not party to the RSA, and the RSA does not bind the JPLs to accept the proposal. An independent valuation of the SeaMex group has been obtained and the JPLs are conducting an accelerated market testing process in respect of SeaMex, to ensure that any proposed transaction maximises value for creditors as a whole when compared to alternative options that may be capable of implementation.

Further to the June 18 Announcement, certain Noteholders are now the holders of the entire senior secured bank debt borrowed by certain subsidiaries of SeaMex, and the RSA also provides for their support in that capacity, for the restructuring of SeaMex and the Issuer. The Issuer intends to continue to engage in a constructive dialogue with SeaMex’s key customer, Pemex Exploración y Producción (“Pemex”) in relation to the recovery of historic unpaid invoices (including approximately $245 million which have been issued but remain unpaid (Copades)), and potential amendments to the terms of SeaMex’s contracts with Pemex. The existing drilling contracts with Pemex have contract terms until between October 2024 and November 2026 assuming that they run to full term. In the meantime, pursuant to the RSA, the Issuer has obtained the requisite agreement from Noteholders to obtain access to funds in the Issuer’s mandatory offer holding account as may be required to ensure that the SeaMex group has continued access to funding, and is proposing to launch a consent solicitation process to formalise the requisite amendments to the indenture governing the Notes (see further detail below).

Restructuring support agreement

The RSA contains certain covenants on the part of the Issuer and certain of its subsidiaries and the consenting Noteholders, including commitments by the consenting Noteholders to support the restructuring on the terms outlined in the commercial term sheet, and on the parties to negotiate in good faith to finalise the documents and agreements governing the restructuring. The RSA also provides for certain conditions to the obligations of the parties and for termination upon the occurrence of certain events, including without limitation the failure to achieve certain milestones and certain breaches by the parties under the RSA. In particular, the RSA anticipates that the restructuring of the Issuer will be launched by August 6, 2021, and consummated as soon as reasonably practicable thereafter, with a long-stop date of September 30, 2021, in each case unless such dates are otherwise extended by the Issuer and the requisite percentage of Noteholders that are party to the RSA.

Proposed consent solicitation

Seadrill and the Issuer also announce a proposed consent solicitation (the “Consent Solicitation”), to be launched in the near term, to amend certain provisions of the indenture dated as of July 2, 2018 governing the Notes, as amended and supplemented by that certain first supplemental indenture dated as of March 11, 2019 (together, the “Indenture”).

The proposed amendment amends certain terms and covenants of the Indenture to allow the Issuer to use Net Realization Proceeds (as defined in the Indenture) as of the date of the proposed amendment to the Indenture that have not previously been deemed to constitute “Excess Proceeds.” The funds will be used for reorganization expenses of the Issuer and to advance funds by way of loans to SeaMex and its successors and its and their respective subsidiaries to meet their ongoing operating and administrative needs, including operating disbursements, personnel costs, personnel taxes, direct and indirect taxes, debt service and other costs and expenses.

The required majority of Noteholders representing greater than 50% of the aggregate principal amount outstanding have, pursuant to the RSA, agreed to provide consent to the proposed amendment.

Seabras Sapura

Also exhibited below are cleansing materials in relation to Seabras Sapura. Seabras Sapura is a group of related companies that own and operate six pipe-laying service vessels in Brazil. The Issuer has a 50% ownership stake in each of these companies, with the remaining 50% interest owned by Sapura Energy Berhad. Seadrill does not undertake any obligation to publicly update the information contained in the cleansing materials to reflect circumstances existing after the date of this release or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the information are shown to be in error.

RSA Accession

Noteholders wishing to accede to the RSA are invited to contact the Issuer’s counsel, Slaughter and May at ProjectParatusSMTeam@SlaughterandMay.com. Subject to Noteholders providing satisfactory evidence of their holdings of Notes and entering into a non-disclosure agreement with the Issuer, Noteholders will be provided with a copy of the RSA and invited to accede as a consenting Noteholder.

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 across the globe. Seadrill’s high quality, technologically advanced fleet spans all asset classes allowing its experienced crews to conduct its operations from shallow to ultra-deep-water environments. The company operates 43 rigs, which includes drillships, jack-ups and semi-submersibles.

Seadrill is listed on the Oslo Børs and OTC Pink markets. For more information, visit https://www.seadrill.com/.

FORWARD LOOKING STATEMENTS

This news release 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 news 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 regulatory filings and periodical 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 of the Norwegian Securities Trading Act.

For further information, please contact:

Media questions should be directed to:

Iain Cracknell

Director of Communications

+44 (0)7765 221 812

Analyst questions should be directed to:

Hawthorn Advisors

seadrill@hawthornadvisors.com

+44 (0)203 7454960

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Commercial Term Sheet
99.2	Seabras Sapura – Cleansing Materials

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: July 2, 2021	By:	/s/ Stuart Jackson
	Name:	Stuart Jackson
	Title:	Chief Executive Officer of Seadrill Management Ltd. (Principal Executive Officer of Seadrill Limited)

EX-99.1

Exhibit 99.1 Project Paratus – Agreed NSN Term Sheet 2 July, 2021 –SUBJECT TO FRE 408 & ITS EQUIVALENTSExhibit 99.1 Project Paratus – Agreed NSN Term Sheet 2 July, 2021 –SUBJECT TO FRE 408 & ITS EQUIVALENTS

Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. The information contained herein includes certain statements, estimates and projections with respect to our anticipated future performance and anticipated industry trends. Such statements, estimates and projections reflect various assumptions concerning anticipated results and industry trends, which assumptions may or may not prove to be correct. Actual results and trends may vary materially and adversely from the projections contained herein. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. When considering any forward-looking statements or projections contained herein, you should keep in mind the risks described from time to time in the Company’s filings with the SEC, including its 2020 Annual Report on Form 20-F (File No. 333-224459). 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 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 document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Seadrill Limited or any of its affiliates. Neither you nor your directors, officers, employees, agents and affiliates may use the information contained in this document in any manner whatsoever, in whole or in part, other than in connection with evaluating the proposal contained herein. This document may contain material non-public information concerning Seadrill Limited and/or its affiliates and/or Seadrill Limited’s and/or its affiliates’ securities. You and your directors, officers, employees, agents and affiliates must only use such information in accordance with your compliance policies and procedures, contractual obligations and applicable laws and regulations. Some or all of the information contained herein is or may be price sensitive information and the use of such information may be regulated or prohibited by applicable legislation relating to insider dealing. You and your directors, officers, employees, agents and affiliates must not use any such information for any unlawful purpose. This document is subject to FRE 408 and its equivalents. SUBJECT TO FRE 408 & ITS EQUIVALENTS 2 Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. The information contained herein includes certain statements, estimates and projections with respect to our anticipated future performance and anticipated industry trends. Such statements, estimates and projections reflect various assumptions concerning anticipated results and industry trends, which assumptions may or may not prove to be correct. Actual results and trends may vary materially and adversely from the projections contained herein. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. When considering any forward-looking statements or projections contained herein, you should keep in mind the risks described from time to time in the Company’s filings with the SEC, including its 2020 Annual Report on Form 20-F (File No. 333-224459). 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 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 document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Seadrill Limited or any of its affiliates. Neither you nor your directors, officers, employees, agents and affiliates may use the information contained in this document in any manner whatsoever, in whole or in part, other than in connection with evaluating the proposal contained herein. This document may contain material non-public information concerning Seadrill Limited and/or its affiliates and/or Seadrill Limited’s and/or its affiliates’ securities. You and your directors, officers, employees, agents and affiliates must only use such information in accordance with your compliance policies and procedures, contractual obligations and applicable laws and regulations. Some or all of the information contained herein is or may be price sensitive information and the use of such information may be regulated or prohibited by applicable legislation relating to insider dealing. You and your directors, officers, employees, agents and affiliates must not use any such information for any unlawful purpose. This document is subject to FRE 408 and its equivalents. SUBJECT TO FRE 408 & ITS EQUIVALENTS 2

NSN Term Sheet NSN Term Sheet Subject (2 July, 2021) • NSN holders to receive 65.0% of pro forma NSNCo equity and take back debt equal to 100% of current face value of NSNs – Seadrill to retain 35.0% of pro forma NSNCo equity, subject to further agreement on details / specific voting rights – Up to $50mm of NSNCo cash to be used to redeem a portion of the NSNs at par upon full repayment of the New SeaMex InterCo Loan, subject to a minimum post transaction liquidity at NSNCo of $10mm • NSNCo to retain current cash balance, subject to utilisations contemplated herein Transaction • No cash shall be funded into NSNCo by Reorganised Seadrill Ltd, IHCo or RigCo or their respective Subsidiaries Structure • NSNCo and its subsidiaries to no longer be wholly owned subsidiaries of Seadrill • All intercreditor claims of NSNs outside of the NSN structure to be released • The NSNs shall maintain all existing first ranking security within the NSNCo Group; no guarantees from Reorganized Seadrill Ltd., IHCo, RigCo or their respective Subsidiaries going forward • Seadrill portion (currently $8.7m) of MLS Loan to Seamex remains outstanding, but to become pari in payment priority and ranking to the New SeaMex Notes (described below), provided that MLS loan will be repaid by March 22, 2022 MLS Loan • NSN holders to have appointment rights in respect of 4 of the 5 directors at NSNCo, and Seadrill to have appointment rights in respect of 1 of the 5 directors at NSNCo; no simple majority requirement for the Seadrill appointed directors NSNCo Governance • Detailed arrangements between shareholders to be agreed SUBJECT TO FRE 408 & ITS EQUIVALENTS 3 NSN Term Sheet NSN Term Sheet Subject (2 July, 2021) • NSN holders to receive 65.0% of pro forma NSNCo equity and take back debt equal to 100% of current face value of NSNs – Seadrill to retain 35.0% of pro forma NSNCo equity, subject to further agreement on details / specific voting rights – Up to $50mm of NSNCo cash to be used to redeem a portion of the NSNs at par upon full repayment of the New SeaMex InterCo Loan, subject to a minimum post transaction liquidity at NSNCo of $10mm • NSNCo to retain current cash balance, subject to utilisations contemplated herein Transaction • No cash shall be funded into NSNCo by Reorganised Seadrill Ltd, IHCo or RigCo or their respective Subsidiaries Structure • NSNCo and its subsidiaries to no longer be wholly owned subsidiaries of Seadrill • All intercreditor claims of NSNs outside of the NSN structure to be released • The NSNs shall maintain all existing first ranking security within the NSNCo Group; no guarantees from Reorganized Seadrill Ltd., IHCo, RigCo or their respective Subsidiaries going forward • Seadrill portion (currently $8.7m) of MLS Loan to Seamex remains outstanding, but to become pari in payment priority and ranking to the New SeaMex Notes (described below), provided that MLS loan will be repaid by March 22, 2022 MLS Loan • NSN holders to have appointment rights in respect of 4 of the 5 directors at NSNCo, and Seadrill to have appointment rights in respect of 1 of the 5 directors at NSNCo; no simple majority requirement for the Seadrill appointed directors NSNCo Governance • Detailed arrangements between shareholders to be agreed SUBJECT TO FRE 408 & ITS EQUIVALENTS 3

NSN Term Sheet (cont.) NSN Term Sheet Subject (2 July, 2021) • Release by the holders of the NSNs of all existing guarantees and security and claims with respect to Seadrill Limited and its NSN Claims at subsidiaries (including IHCo and RigCo and their respective subsidiaries) Seadrill and RigCo • No cash or cash funding obligations shall be paid by nor guaranteed by Reorganized Seadrill Ltd. or RigCo or their respective Subsidiaries • Seadrill’s management agreement structure and compensation vis-à-vis SeaMex to remain on current terms (mutually acceptable payment protection reflecting current market terms to be agreed to ensure timely payment of management fees going forward) – SeaMex/its successor to guarantee payment of past due management fees on a super senior basis to the New SeaMex Notes, to be swept on senior basis (for avoidance of doubt, senior basis including senior in priority to all payments to the New SeaMex Notes) subject to $40mm minimum cash at SeaMex post-sweep – If the outstanding management fees are not repaid by March 22, 2022, senior guarantee from NSNCo to purchase management fee claim at par Costs and – Management fees (plus direct pass through costs) will be paid effective 1 March 2021 as soon as MOHA funds are first Management made available to the SeaMex group, subject to cap of $1.1mm/month for management fees Agreements • Go-forward management of NSNCo group TBD • To the extent Reorganised Seadrill Ltd. and / or RigCo incur expenses (including personnel, accounting, or other functions), NSNCo to provide reimbursement promptly at cost plus margin subject to approval of a capped budget for any such costs/expenses in advance. Cap relates to internal costs and any third party costs such as audit / legal fees to be passed through at cost • Upon the incurrence of a Liquidity Event, Seadrill to earn a 5% management incentive fee on any proceeds related to such Liquidity Event above an amount equal to (a) par plus accrued on the NSNs as of the closing of the restructuring transaction, less (b) $50mm – Potential to alternatively be structured as a management incentive fee tied to SeaMex-specific Liquidity Event with same Management economics Incentive Fee – Liquidity Event includes any sale, refinancing, or other transaction that generates cash proceeds or listed shares, any dividends, and any repayments or interest received on loans to JVs, whether or not actually used to pay down / redeem NSNs SUBJECT TO FRE 408 & ITS EQUIVALENTS 4 NSN Term Sheet (cont.) NSN Term Sheet Subject (2 July, 2021) • Release by the holders of the NSNs of all existing guarantees and security and claims with respect to Seadrill Limited and its NSN Claims at subsidiaries (including IHCo and RigCo and their respective subsidiaries) Seadrill and RigCo • No cash or cash funding obligations shall be paid by nor guaranteed by Reorganized Seadrill Ltd. or RigCo or their respective Subsidiaries • Seadrill’s management agreement structure and compensation vis-à-vis SeaMex to remain on current terms (mutually acceptable payment protection reflecting current market terms to be agreed to ensure timely payment of management fees going forward) – SeaMex/its successor to guarantee payment of past due management fees on a super senior basis to the New SeaMex Notes, to be swept on senior basis (for avoidance of doubt, senior basis including senior in priority to all payments to the New SeaMex Notes) subject to $40mm minimum cash at SeaMex post-sweep – If the outstanding management fees are not repaid by March 22, 2022, senior guarantee from NSNCo to purchase management fee claim at par Costs and – Management fees (plus direct pass through costs) will be paid effective 1 March 2021 as soon as MOHA funds are first Management made available to the SeaMex group, subject to cap of $1.1mm/month for management fees Agreements • Go-forward management of NSNCo group TBD • To the extent Reorganised Seadrill Ltd. and / or RigCo incur expenses (including personnel, accounting, or other functions), NSNCo to provide reimbursement promptly at cost plus margin subject to approval of a capped budget for any such costs/expenses in advance. Cap relates to internal costs and any third party costs such as audit / legal fees to be passed through at cost • Upon the incurrence of a Liquidity Event, Seadrill to earn a 5% management incentive fee on any proceeds related to such Liquidity Event above an amount equal to (a) par plus accrued on the NSNs as of the closing of the restructuring transaction, less (b) $50mm – Potential to alternatively be structured as a management incentive fee tied to SeaMex-specific Liquidity Event with same Management economics Incentive Fee – Liquidity Event includes any sale, refinancing, or other transaction that generates cash proceeds or listed shares, any dividends, and any repayments or interest received on loans to JVs, whether or not actually used to pay down / redeem NSNs SUBJECT TO FRE 408 & ITS EQUIVALENTS 4

NSN Term Sheet (cont.) NSN Term Sheet Subject (2 July, 2021) • NSN holders to have a first priority right to fund any additional liquidity needs of NSN assets (including working capital support), subject to mechanics TBD Other • Documentation and approvals needed, including customary releases • Parties will continue to provide and share necessary information with respect to cash requirements and potential SeaMex funding needs, including updated information with respect to estimated pro forma NSNCo cash balance SUBJECT TO FRE 408 & ITS EQUIVALENTS 5 NSN Term Sheet (cont.) NSN Term Sheet Subject (2 July, 2021) • NSN holders to have a first priority right to fund any additional liquidity needs of NSN assets (including working capital support), subject to mechanics TBD Other • Documentation and approvals needed, including customary releases • Parties will continue to provide and share necessary information with respect to cash requirements and potential SeaMex funding needs, including updated information with respect to estimated pro forma NSNCo cash balance SUBJECT TO FRE 408 & ITS EQUIVALENTS 5

NSN Term Sheet (cont.) NSN Term Sheet Subject (2 July, 2021) (1) • 100% of outstanding NSNCo debt as of the closing of the restructuring transaction remains , minus up to $50mm cash paydown upon full repayment of the New SeaMex InterCo Loan Principal • NSNs held by NSNCo to be retired • NSNCo, but no guarantee shall be provided by Reorganized Seadrill Ltd., IHCo, RigCo or their respective Subsidiaries Issuer Maturity • July 15, 2026 • Either (a) 9.0%, consisting of (i) 3.00% cash interest plus (ii) 6.00% PIK interest, or (b) 10.0% PIK ‒ Interest shall be payable quarterly on the final trading day of each quarter Interest and Fees • Redemption price on or after: – July 15, 2021: 105% (1% reduction) Call Protection – July 15, 2022: 102% (1% reduction) – July 15, 2023 and thereafter: 100% (1) To include accrued interest through closing of the restructuring transaction SUBJECT TO FRE 408 & ITS EQUIVALENTS 6 NSN Term Sheet (cont.) NSN Term Sheet Subject (2 July, 2021) (1) • 100% of outstanding NSNCo debt as of the closing of the restructuring transaction remains , minus up to $50mm cash paydown upon full repayment of the New SeaMex InterCo Loan Principal • NSNs held by NSNCo to be retired • NSNCo, but no guarantee shall be provided by Reorganized Seadrill Ltd., IHCo, RigCo or their respective Subsidiaries Issuer Maturity • July 15, 2026 • Either (a) 9.0%, consisting of (i) 3.00% cash interest plus (ii) 6.00% PIK interest, or (b) 10.0% PIK ‒ Interest shall be payable quarterly on the final trading day of each quarter Interest and Fees • Redemption price on or after: – July 15, 2021: 105% (1% reduction) Call Protection – July 15, 2022: 102% (1% reduction) – July 15, 2023 and thereafter: 100% (1) To include accrued interest through closing of the restructuring transaction SUBJECT TO FRE 408 & ITS EQUIVALENTS 6

NSN Term Sheet (cont.) NSN Term Sheet Subject (2 July, 2021) • Same as terms under existing indenture Mandatory Payment • Mandatory offer concept will no longer exist given unnecessary complexity Financial • No financial covenants; Covenants and other restrictions will be amended so that they no longer apply to the Seadrill Group Covenants • Certain other amendments to NSN indenture covenants to be agreed Other Terms and • New $15m super senior basket for funding to Seamex group Conditions SUBJECT TO FRE 408 & ITS EQUIVALENTS 7 NSN Term Sheet (cont.) NSN Term Sheet Subject (2 July, 2021) • Same as terms under existing indenture Mandatory Payment • Mandatory offer concept will no longer exist given unnecessary complexity Financial • No financial covenants; Covenants and other restrictions will be amended so that they no longer apply to the Seadrill Group Covenants • Certain other amendments to NSN indenture covenants to be agreed Other Terms and • New $15m super senior basket for funding to Seamex group Conditions SUBJECT TO FRE 408 & ITS EQUIVALENTS 7

Appendix SUBJECT TO FRE 408 & ITS EQUIVALENTS 8 Appendix SUBJECT TO FRE 408 & ITS EQUIVALENTS 8

New SeaMex Notes – Illustrative Terms Subject New SeaMex Notes Borrower • New SeaMex Acquisition Co (newly formed Bermudian entity) Guarantors • Same as existing SeaMex Bank Debt, and such other entities as required to provide the agreed Collateral • ~$191mm (~$217mm including Upfront Fee) Amount Tenor • 3 years • 12.0% PIYC Rate • Interest shall be payable quarterly on the final trading day of each quarter Upfront Fee • 14.0% (Paid-in-Kind) • New SeaMex Notes will rank senior to all existing indebtedness of SeaMex (except for historical Seadrill Management Fees Rank incurred before March 1, 2021 and Seadrill’s portion of the MLS Loan as detailed above) • Secured on a senior basis by substantially all assets of SeaMex/its successor and its subsidiaries Collateral • Year 0 – 1.5: Callable subject to makewhole, which shall be calculated as the sum of: – (a) the present value of interest payments through Year 1.5, discounted at a rate of 3M LIBOR (not to exceed 50bps) + 20bps (“Makewhole Interest”) Call Protection – (b) the applicable premium, which shall be calculated as 106% times the principal balance (“Applicable Premium”) • Year 1.5 – 2.5: 106 • Thereafter: Par Use of Proceeds • Refinance SeaMex Bank Debt (~$191mm) (1) • Minimum Liquidity Covenant: : Effective December 31, 2021 , $10mm at all times, stepping up to $20mm beginning January Financial Covenants 1, 2023 The documentation will be based on the ACIC model form Note Purchase Agreement and governed by English law. Overly Documentation complex and restrictive covenant and waterfall terms in the existing SeaMex Bank Debt will not be carried across. (1) For the avoidance of doubt, testing of the minimum liquidity covenant shall commence on December 31, 2021 SUBJECT TO FRE 408 & ITS EQUIVALENTS 9 New SeaMex Notes – Illustrative Terms Subject New SeaMex Notes Borrower • New SeaMex Acquisition Co (newly formed Bermudian entity) Guarantors • Same as existing SeaMex Bank Debt, and such other entities as required to provide the agreed Collateral • ~$191mm (~$217mm including Upfront Fee) Amount Tenor • 3 years • 12.0% PIYC Rate • Interest shall be payable quarterly on the final trading day of each quarter Upfront Fee • 14.0% (Paid-in-Kind) • New SeaMex Notes will rank senior to all existing indebtedness of SeaMex (except for historical Seadrill Management Fees Rank incurred before March 1, 2021 and Seadrill’s portion of the MLS Loan as detailed above) • Secured on a senior basis by substantially all assets of SeaMex/its successor and its subsidiaries Collateral • Year 0 – 1.5: Callable subject to makewhole, which shall be calculated as the sum of: – (a) the present value of interest payments through Year 1.5, discounted at a rate of 3M LIBOR (not to exceed 50bps) + 20bps (“Makewhole Interest”) Call Protection – (b) the applicable premium, which shall be calculated as 106% times the principal balance (“Applicable Premium”) • Year 1.5 – 2.5: 106 • Thereafter: Par Use of Proceeds • Refinance SeaMex Bank Debt (~$191mm) (1) • Minimum Liquidity Covenant: : Effective December 31, 2021 , $10mm at all times, stepping up to $20mm beginning January Financial Covenants 1, 2023 The documentation will be based on the ACIC model form Note Purchase Agreement and governed by English law. Overly Documentation complex and restrictive covenant and waterfall terms in the existing SeaMex Bank Debt will not be carried across. (1) For the avoidance of doubt, testing of the minimum liquidity covenant shall commence on December 31, 2021 SUBJECT TO FRE 408 & ITS EQUIVALENTS 9

New SeaMex Notes – Illustrative Terms (cont.) Subject New SeaMex Notes • Distributions to NSNCo (including paydown of the New SeaMex InterCo Loan or dividends) shall be allowed through December 31, 2022 after the MLS Loan and all accrued management fees owing to Seadrill have been repaid in full subject to SeaMex/its successor satisfying the below 1L Net Debt and Revenue Backlog Coverage metrics: – 1L Net Debt shall be calculated based on total outstanding New SeaMex Notes and other pari passu 1L obligations (if any), less cash in excess of the applicable Minimum Liquidity Covenant – Revenue Backlog Coverage shall be calculated based on (a) total revenue backlog, divided by (b) 1L Net Debt – Any distributions shall first apply to paydown the New SeaMex InterCo Loan Restricted Payments 1L Net Debt Period (pro forma for distributions) Revenue Backlog Coverage Through December 31, 2021 $100m >3.0x January 1, 2022 – June 30, 2022 $75m >4.0x July 1, 2022 – December 31, 2022 $50m >4.0x Thereafter No distributions to be permitted No distributions to be permitted • Usual and customary for facilities of this type Other Terms and • The New SeaMex Notes will include a basket to provide flexibility for up to $15 million of new funding to be injected into the Conditions SeaMex group SUBJECT TO FRE 408 & ITS EQUIVALENTS 10 New SeaMex Notes – Illustrative Terms (cont.) Subject New SeaMex Notes • Distributions to NSNCo (including paydown of the New SeaMex InterCo Loan or dividends) shall be allowed through December 31, 2022 after the MLS Loan and all accrued management fees owing to Seadrill have been repaid in full subject to SeaMex/its successor satisfying the below 1L Net Debt and Revenue Backlog Coverage metrics: – 1L Net Debt shall be calculated based on total outstanding New SeaMex Notes and other pari passu 1L obligations (if any), less cash in excess of the applicable Minimum Liquidity Covenant – Revenue Backlog Coverage shall be calculated based on (a) total revenue backlog, divided by (b) 1L Net Debt – Any distributions shall first apply to paydown the New SeaMex InterCo Loan Restricted Payments 1L Net Debt Period (pro forma for distributions) Revenue Backlog Coverage Through December 31, 2021 $100m >3.0x January 1, 2022 – June 30, 2022 $75m >4.0x July 1, 2022 – December 31, 2022 $50m >4.0x Thereafter No distributions to be permitted No distributions to be permitted • Usual and customary for facilities of this type Other Terms and • The New SeaMex Notes will include a basket to provide flexibility for up to $15 million of new funding to be injected into the Conditions SeaMex group SUBJECT TO FRE 408 & ITS EQUIVALENTS 10

New SeaMex InterCo Loan – Illustrative Terms Subject New SeaMex InterCo Loan Borrower • SeaMex group Lender • NSNCo • Same as existing SeaMex Bank Debt Guarantors Amount • $56.3mm • 3 years Tenor Rate • 7.5% PIYC, payable on the final trading day of each quarter • Junior to the New SeaMex Notes, and senior (except for Seadrill Management Fees and Seadrill’s portion of the MLS Loan as Rank detailed above) to all other existing indebtedness of SeaMex Call Protection • None • Existing cash from NSNCo ($33.7mm) Source of Proceeds • Roll of existing Sponsor Working Capital Facility ($22.6mm) • Refinance Fintech MLS Loan ($8.7mm) Use of Proceeds • Fund process costs and go-forward working capital needs of SeaMex group Financial • Cov-lite Covenants Other Terms and • Usual and customary for facilities of this type Conditions SUBJECT TO FRE 408 & ITS EQUIVALENTS 11 New SeaMex InterCo Loan – Illustrative Terms Subject New SeaMex InterCo Loan Borrower • SeaMex group Lender • NSNCo • Same as existing SeaMex Bank Debt Guarantors Amount • $56.3mm • 3 years Tenor Rate • 7.5% PIYC, payable on the final trading day of each quarter • Junior to the New SeaMex Notes, and senior (except for Seadrill Management Fees and Seadrill’s portion of the MLS Loan as Rank detailed above) to all other existing indebtedness of SeaMex Call Protection • None • Existing cash from NSNCo ($33.7mm) Source of Proceeds • Roll of existing Sponsor Working Capital Facility ($22.6mm) • Refinance Fintech MLS Loan ($8.7mm) Use of Proceeds • Fund process costs and go-forward working capital needs of SeaMex group Financial • Cov-lite Covenants Other Terms and • Usual and customary for facilities of this type Conditions SUBJECT TO FRE 408 & ITS EQUIVALENTS 11

SeaMex Transfer Subject Seamex Restructuring • (i) An offer to the joint provisional liquidators (the “JPLs”) of SeaMex for a newly incorporated wholly owned subsidiary of NSNCo (“Newco”) to purchase all or substantially all of SeaMex’s assets (including its subsidiaries) and assume (directly or indirectly) all or substantially all of the Seamex group’s financial liabilities (including the novation of the c. $190million guarantee granted by SeaMex in respect of the SeaMex Facility), in consideration for the release of all or a substantial part of the subordinated debt owed by SeaMex (and certain of its subsidiaries) to the Issuer (and certain of its subsidiaries), including Seamex Transfer the Seller’s Credit Loan, or an equivalent transaction with similar commercial effect, (the “SeaMex Transfer”); and (ii) if the JPLs consider it consistent with their duties and in the best interests of SeaMex’s creditors as a whole to accept the SeaMex Transfer offer, NewCo to effect the SeaMex Transfer SUBJECT TO FRE 408 & ITS EQUIVALENTS 12 SeaMex Transfer Subject Seamex Restructuring • (i) An offer to the joint provisional liquidators (the “JPLs”) of SeaMex for a newly incorporated wholly owned subsidiary of NSNCo (“Newco”) to purchase all or substantially all of SeaMex’s assets (including its subsidiaries) and assume (directly or indirectly) all or substantially all of the Seamex group’s financial liabilities (including the novation of the c. $190million guarantee granted by SeaMex in respect of the SeaMex Facility), in consideration for the release of all or a substantial part of the subordinated debt owed by SeaMex (and certain of its subsidiaries) to the Issuer (and certain of its subsidiaries), including Seamex Transfer the Seller’s Credit Loan, or an equivalent transaction with similar commercial effect, (the “SeaMex Transfer”); and (ii) if the JPLs consider it consistent with their duties and in the best interests of SeaMex’s creditors as a whole to accept the SeaMex Transfer offer, NewCo to effect the SeaMex Transfer SUBJECT TO FRE 408 & ITS EQUIVALENTS 12

EX-99.2

Exhibit 99.2

SEADRILL – SEABRAS – CLEANSING MATERIALS

No.	Disclosure Text
1.	Seadrill Limited is a party to each Seabras JV agreement – consequently, Seadrill Limited’s consent would continue to be required in certain instances under the JV agreement following a change of control of Seadrill Seabras UK Limited and Seabras Servicos de Petroleo S.A. (unless the JV agreements were amended, with the agreement of Seadrill Limited, to remove Seadrill Limited as a party).
2.	The Seabras third party debt documents do not contain a change of control which would be triggered above the level of the Seabras JV arrangements.
3.	Either party to the Seabras JV agreements could indirectly effect a termination by triggering “Russian Roulette” deadlock provisions, which apply to deadlocks on both board and shareholder decisions. If a party initiates the deadlock procedure, one party will acquire the other’s 50% stake at fair market value and the JV will terminate.
4.	The Seabras shareholder funding is provided on an equal 50/50 basis between Seadrill and Sapura.
5.	The PLSV 2 facility matures on the earlier of (i) the 10th anniversary of the Pre-Funding Date of the facility and (ii) the 20th Repayment Date in respect of the facility.
6.	Other than the three intercompany loans to Seabras Sapura Participações S.A. and the intercompany loans to Sapura Rubi GmbH, Sapura Jade GmbH, Sapura Topazio GmbH, Sapura Diamante GmbH and Sapura Onix GmbH and the shareholder loans held as equity referred to in Seadrill’s publicly available financial statements, there is no other intercompany debt which is outstanding (or available to be drawn) which has been lent by a Seadrill entity in the Seabras silo.