SEC Comment Letter 0000000000-23-002488 to Seadrill Ltd (SDRL) (CIK 0001737706) (SDRL)
Seadrill Ltd (SDRL) (CIK 0001737706)
Date: March 14, 2023 · CIK: 0001737706 · Accession: 0000000000-23-002488
AI Filing Summary & Sentiment
File numbers found in text: 333-270071
Letter
United States securities and exchange commission logo March 14, 2023 Simon Johnson Chief Executive Officer Seadrill Limited Park Place, 55 Par-la-Vile Road Hamilton, HM 11 Bermuda Re:Seadrill Limited Registration Statement on Form F-4 Filed February 27, 2023 File No. 333-270071 Dear Simon Johnson: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form F-4 Filed February 27, 2023 Certain Material Tax Considerations, page 84 1.We note your disclosure that it is intended that, for United States federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Please file an opinion as to the material tax consequences of the Merger, or provide us with your analysis as to why the tax consequences are not material to an investor and therefore no tax opinion is required to be filed. See Item 601(b)(8) of Regulation S-K. For guidance, refer to Section III of Staff Legal Bulletin No. 19.
FirstName LastNameSimon Johnson Comapany NameSeadrill Limited March 14, 2023 Page 2 FirstName LastName Simon Johnson Seadrill Limited March 14, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Clinton W. Rancher, Esq.
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United States securities and exchange commission logo
March 14, 2023
Simon Johnson
Chief Executive Officer
Seadrill Limited
Park Place, 55 Par-la-Vile Road
Hamilton, HM 11
Bermuda
Re:Seadrill Limited
Registration Statement on Form F-4
Filed February 27, 2023
File No. 333-270071
Dear Simon Johnson:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 Filed February 27, 2023
Certain Material Tax Considerations, page 84
1.We note your disclosure that it is intended that, for United States federal income tax
purposes, the Merger will qualify as a “reorganization” within the meaning of Section
368(a) of the Code. Please file an opinion as to the material tax consequences of the
Merger, or provide us with your analysis as to why the tax consequences are not material
to an investor and therefore no tax opinion is required to be filed. See Item 601(b)(8) of
Regulation S-K. For guidance, refer to Section III of Staff Legal Bulletin No. 19.
FirstName LastNameSimon Johnson
Comapany NameSeadrill Limited
March 14, 2023 Page 2
FirstName LastName
Simon Johnson
Seadrill Limited
March 14, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 or Laura Nicholson,
Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Clinton W. Rancher, Esq.