Report of Foreign Issuer (6-k)
July 02 2018 - 7:03PM
Edgar (US Regulatory)
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 2018
Commission File Number
001-34667
New SDRL 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 ☒
EXPLANATORY NOTE
As previously disclosed, Seadrill Limited (Old Seadrill) and certain subsidiaries (such subsidiaries, together with Old Seadrill, the
Debtors) filed voluntary petitions for relief (the cases commenced thereby, the Chapter 11 Cases) under chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court
for the Southern District of Texas, Victoria Division (the Bankruptcy Court). The Chapter 11 Cases were administered under the caption
In re Seadrill Limited, et al
.
On April 17, 2018, the Bankruptcy Court entered an order pursuant to the Bankruptcy Code, which approved and confirmed the Debtors Second Amended
Joint Chapter 11 Plan (as modified) of Reorganization, as amended and supplemented (the Plan). On July 2, 2018 (the Effective Date), the Debtors satisfied the conditions to effectiveness and the Plan became effective in
accordance with its terms. As part of the transactions undertaken pursuant to the Plan on the Effective Date, the economic interests in the existing shares of Old Seadrill were extinguished and New SDRL Limited, a Bermuda exempted company limited by
shares (New SDRL), issued certain of its shares to holders of existing shares of Old Seadrill. As a result, New SDRL became the successor issuer to Old Seadrill for purposes of and pursuant to Rule
12g-3
of the Securities Exchange Act of 1934, as amended (the Exchange Act). On the Effective Date, New SDRL became the ultimate parent company of Old Seadrills subsidiaries and was renamed
Seadrill Limited (New Seadrill).
This Form
6-K
is being filed by New SDRL as the initial Exchange Act
report of New Seadrill to the Securities and Exchange Commission (the Commission) and as notice that New Seadrill is the successor issuer to Old Seadrill under Rule
12g-3
under the Exchange Act. As
a result, the common shares of New Seadrill, par value $0.10 per share, are deemed to be registered under Section 12(g) of the Exchange Act. New Seadrill is thereby deemed subject to the informational requirements of the Exchange Act, and the
rules and regulations promulgated thereunder, and in accordance therewith will file reports and other information with the Commission.
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.
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NEW SDRL LIMITED
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Date: July 2, 2018
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By:
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/s/ Georgina Sousa
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Name: Georgina Sousa
Title:
Secretary
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