Filed pursuant to Rule 424(b)(3)
File
No. 333-224459
Prospectus Supplement No. 2
(to Prospectus dated
October 9, 2018)
76,359,119 Common Shares
SEADRILL LIMITED
This prospectus supplement
updates and supplements the prospectus dated October 9, 2018 (the Prospectus), which forms a part of our Registration Statement on Form
F-1,
as amended (Registration
No. 333-224459).
This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Report on Form
6-K,
filed with the Securities and Exchange Commission on February 26, 2019 (the Form
6-K).
Accordingly, we have attached the Form
6-K
to this prospectus supplement.
The Prospectus relates to the resale, from time to time, of up to 76,359,119 common
shares of Seadrill Limited being offered by the selling shareholders identified therein.
This prospectus supplement should be read in conjunction with
the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this
prospectus supplement.
Our common shares are listed on the New York Stock Exchange under the symbol SDRL. Our common shares are also listed
on the Oslo Stock Exchange under the symbol SDRL.
Investing in our common
shares involves risks. See Risk Factors beginning on page 8 of the Prospectus and other risk factors contained in the documents incorporated by reference therein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the
Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The permission of the
Bermuda Monetary Authority (BMA) is required, under the provisions of the Exchange Control Act 1972 of Bermuda (the Exchange Control Act) and related regulations, for all issuances and transfers of shares (which includes the
common shares) of Bermuda companies to and/or from a
non-resident
of Bermuda for exchange control purposes, other than in the case where the BMA has granted a general permission. Consent under the Exchange
Control Act has been obtained from the BMA for the issue and transfer of the Companys common shares to persons resident and
non-resident
of Bermuda for exchange control purposes for so long as the shares
of the Company (which would include the common shares) are listed on an appointed stock exchange (which would include the New York Stock Exchange and the Oslo Stock Exchange). In granting such consent, the BMA accepts no responsibility
for the financial soundness or the correctness of any of the statements made or opinions expressed herein.
The date of
this prospectus supplement is February 26, 2019.