Correspondence 0001193125-23-084136 from Seadrill Ltd (SDRL) (CIK 0001737706) (SDRL)
Seadrill Ltd (SDRL) (CIK 0001737706)
Date: March 29, 2023 · CIK: 0001737706 · Accession: 0001193125-23-084136
AI Filing Summary & Sentiment
File numbers found in text: 333-270071
Referenced dates: March 29, 2023
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation Attention: Claudia Rios Re: Seadrill Limited Amendment No. 1 to Registration Statement on Form F-4 Filed March 23, 2023 File No. 333-270071
Dear Ms. Rios:
This letter sets forth the response of Seadrill Limited (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated March 29, 2023, with respect to the above referenced Registration Statement on Form F-4 (File No. 333-270071) (the “Registration Statement”). The text of the Staff’s comment has been included in this letter for your convenience.
In addition, the Company has revised the Registration Statement in response to the Staff’s comment and the Company is concurrently filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”) with this letter, which reflects these revisions and updates certain other information.
Amendment No. 1 to Form F-4 Filed March 23, 2023
Certain Material Tax Consequences
Material U.S. Federal Income Tax Considerations, page 85
Staff’s Comment: We note your response to prior comment 1, and note that the opinion provided in Exhibit 8.1 states that based upon and subject to certain exceptions, limitations and qualifications, it is counsel’s opinion that insofar as it summarizes U.S. federal income tax law, the discussion set forth in the Registration Statement under the caption “Certain Material Tax Considerations—Material U.S. Federal Income Tax Considerations” is accurate in all material respects. Please have counsel revise Exhibit 8.1 to state clearly, if true, that the disclosure in such section of the prospectus is counsel’s opinion. See Item 601(b)(8) of Regulatory S-K and for guidance, refer to Section III.B of Staff Legal Bulletin No. 19.
Response: The Company acknowledges the Staff’s comment and has filed as Exhibit 8.1 to Amendment No. 2 an updated opinion of the Company’s counsel, Baker Botts L.L.P., with respect to the material tax consequences of the Merger. Please see Exhibit 8.1 of Amendment No. 2.
We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact David Emmons at (214) 953-6414 and Clinton W. Rancher at (713) 229-1820 of Baker Botts L.L.P.
Sincerely,
/s/ Todd Strickler
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CORRESP 1 filename1.htm CORRESP Seadrill Limited 55 Par-la-Ville Road Hamilton HM 11 Bermuda March 29, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Claudia Rios Re: Seadrill Limited Amendment No. 1 to Registration Statement on Form F-4 Filed March 23, 2023 File No. 333-270071 Dear Ms. Rios: This letter sets forth the response of Seadrill Limited (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated March 29, 2023, with respect to the above referenced Registration Statement on Form F-4 (File No. 333-270071) (the “Registration Statement”). The text of the Staff’s comment has been included in this letter for your convenience. In addition, the Company has revised the Registration Statement in response to the Staff’s comment and the Company is concurrently filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”) with this letter, which reflects these revisions and updates certain other information. Amendment No. 1 to Form F-4 Filed March 23, 2023 Certain Material Tax Consequences Material U.S. Federal Income Tax Considerations, page 85 Staff’s Comment: We note your response to prior comment 1, and note that the opinion provided in Exhibit 8.1 states that based upon and subject to certain exceptions, limitations and qualifications, it is counsel’s opinion that insofar as it summarizes U.S. federal income tax law, the discussion set forth in the Registration Statement under the caption “Certain Material Tax Considerations—Material U.S. Federal Income Tax Considerations” is accurate in all material respects. Please have counsel revise Exhibit 8.1 to state clearly, if true, that the disclosure in such section of the prospectus is counsel’s opinion. See Item 601(b)(8) of Regulatory S-K and for guidance, refer to Section III.B of Staff Legal Bulletin No. 19. 1 Response: The Company acknowledges the Staff’s comment and has filed as Exhibit 8.1 to Amendment No. 2 an updated opinion of the Company’s counsel, Baker Botts L.L.P., with respect to the material tax consequences of the Merger. Please see Exhibit 8.1 of Amendment No. 2. 2 We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact David Emmons at (214) 953-6414 and Clinton W. Rancher at (713) 229-1820 of Baker Botts L.L.P. Sincerely, /s/ Todd Strickler Senior Vice President and General Counsel Via E-mail: cc: David Emmons Clinton W. Rancher Baker Botts L.L.P. David P. Elder Patrick Hurley Akin Gump Strauss Hauer & Feld LLP 3