SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Seahawk Drilling, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
81201R107
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(CUSIP Number)
Seadrill Limited
P.O. Box HM 1593
Par-la-Ville Place, 4th Floor
14 Par-la-Ville Road
Hamilton HM 08 Bermuda
(441)295-6935
With a copy to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 24, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 81201R107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seadrill Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
1,099,999
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
1,099,999
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,999
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14. TYPE OF REPORTING PERSON
CO
CUSIP NO. 81201R107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hemen Holding Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
1,099,999
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
1,099,999
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,999
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14. TYPE OF REPORTING PERSON
CO
CUSIP NO. 81201R107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Fredriksen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
1,099,999*
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
1,099,999*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,999*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14. TYPE OF REPORTING PERSON
IN
* Mr. Fredriksen may be deemed to beneficially own 1,099,999 Common Shares
through his indirect influence over Hemen, the shares of which are held in a
trust (the "Trust"). The beneficiaries of the Trust are certain members of Mr.
Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the
1,099,999 Common Shares except to the extent of his voting and dispositive
interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the
1,099,999 Common Shares.
CUSIP NO. 81201R107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C.K. Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
1,099,999*
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
1,099,999*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,999*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14. TYPE OF REPORTING PERSON
CO
* Mr. Fredriksen may be deemed to beneficially own 1,099,999 Common Shares
through his indirect influence over Hemen, the shares of which are held in the
Trust. The beneficiaries of the Trust are certain members of Mr. Fredriksen's
family. Mr. Fredriksen disclaims beneficial ownership of 1,099,999 Common Shares
except to the extent of his voting and dispositive interests in such Common
Shares. Mr. Fredriksen has no pecuniary interest in the 1,099,999 Common Shares.
CUSIP NO. 81201R107
Item 1. Security and Issuer
----------------------------
This Schedule 13D relates to shares of common stock (the "Common Stock") of
Seahawk Drilling, Inc., a Delaware corporation (the "Issuer"). The principal
executive office and mailing address of the Issuer is 5847 San Felipe, Suite
3300, Houston, Texas 77057.
Item 2. Identity and Background
--------------------------------
This Schedule 13D is being filed on behalf of:
(i) Seadrill Limited, a Bermuda corporation ("Seadrill"); (ii) Hemen Holding
Limited, a Cyprus holding company ("Hemen"); (iii) John Fredriksen, a Cyprus
citizen ("Mr. Fredriksen"); and (iv) C.K. Limited, a Jersey company.
Seadrill, Hemen, Mr. Fredriksen and C.K. Limited are collectively referred to as
the "Reporting Persons."
Hemen is the principal shareholder of Seadrill. Mr. Fredriksen may be deemed
indirectly to have influence over Hemen and is the Chairman, President and a
Director of Seadrill. C.K. Limited also indirectly controls Hemen and is the
trustee of the Trust, the beneficiaries of which are certain members of Mr.
Fredriksen's family.
(a., b., c. and f.) (i) The address of Seadrill's principal place of business is
Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
The principal business of Seadrill is an international offshore drilling
contractor providing services within drilling and well services.
The name, citizenship, residence or business address, present principal
occupation and the name, principal business and address of any corporation or
other organization in which such employment is conducted of each executive
officer and director of Seadrill is set forth below. Unless otherwise indicated,
the present principal occupation of each person is with Seadrill. If no business
address is given, the director's or executive officer's business address is
Par-La-Ville Place, 4th Floor, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda.
John Fredriksen Chairman and President Mr. Fredriksen's principal
business address is c/o
Frontline Ltd., 4th Floor,
Par-la-Ville Place,
14Par-la-Ville Road, Hamilton
HM 08, Bermuda. Mr.
Fredriksen is also the
Chairman, Chief Executive
Officer, President and
Director of Frontline Ltd.,
an international shipping
company engaged primarily in
transporting crude oil and
oil products. Mr. Fredriksen
is a citizen of Cyprus.
Tor Olav Troim Director and Vice Mr. Troim's principal
President business address is c/o Ship
Finance International
Limited, 4th Floor,
Par-la-Ville Place, 14
Par-la-Ville Road, Hamilton
HM08, Bermuda. Mr. Troim also
serves as a Director and the
Chief Executive Officer of
both Ship Finance
International Limited, an
international shipping
company primarily engaged in
the ownership and operation
of vessels and offshore
related assets, and Golden
Ocean Group Ltd., a Bermuda
based drybulk shipping
company. Mr. Troim is a
citizen of Norway.
Kate Blankenship Director Ms. Blankenship's principal
business address is c/o
Frontline Ltd., 4th Floor,
Par-la-Ville Place, 14
Par-la-Ville Road, Hamilton
HM08, Bermuda. Ms.
Blankenship also serves as a
Director of Frontline Ltd.,
Golar LNG Ltd., Ship Finance
International Limited,
Knightsbridge Tankers Limited
and Golden Ocean Group
Limited. Ms. Blankenship is a
citizen of the United
Kingdom.
Kjell E Jacobsen Director Mr. Jacobsen's principal
business address is c/o
Energy Ventures AS,
Kongsgardbakken 1, 4005
Stavanger Norway. Mr.
Jacobsen also serves as a
partner in Energy Ventures
AS. Mr. Jacobsen was chief
executive officer of Seadrill
Management AS from 2005
until2008. Mr. Jacobsen is a
citizen of Norway.
Kathrine Fredriksen Director Ms. Fredriken's principal
business address is c/o
Frontline Ltd., 4th Floor,
Par-la-Ville Place, 14
Par-la-Ville Road, Hamilton
HM08, Bermuda. Ms. Fredriksen
also serves as an employee of
Arcadia Petroleum, an oil
trading company, and has
served as a director of
Frontline Ltd., since
February, 2008. Ms.
Fredriksen is a citizen of
Norway.
Alf C. Thorkildsen Chief Executive Officer Seadrill Management AS is a
President of Seadrill wholly-owned subsidiary of
Management AS Seadrill, and its principal
business is the commercial
management of Seadrill's
subsidiaries, including the
chartering and insurance of
its assets. Mr.Thorkildsen's
principal business address is
c/o Seadrill Management AS,
Finnestadveien 28, Stavanger,
Norway. Mr. Thorkildsen is a
citizen of Norway.
Trond Brandsrud Chief Financial Officer of Mr. Brandsrud's principal
Seadrill Management AS business address is c/o
Seadrill Management AS,
Finnestadveien 28, Stavanger,
Norway . Mr. Brandsrud is a
citizen of Norway.
(ii) The address of Hemen's principal place of business is c/o Seatankers
Management Co. Ltd., P.O. Box 53562, CY3399 Limassol, Cyprus. The principal
business of Hemen is acting as an investment holding company. The name,
citizenship, present principal occupation and the name, principal business and
address of any corporation or other organization in which such employment is
conducted of each director of Hemen is set forth below. Hemen does not have any
executive officers.
Demetrios Antoniou Hannas Director Mr. Hannas' principal business address
is Deana Beach Apartments, Block 1, 4th
Floor, Promachon Eleftherias Street,
Ayios Athanasios, CY - 4103 Limassol,
Cyprus. Mr. Hannas is a citizen of
Cyprus.
Kyriakos Kazamias Director Mr. Kazamias' principal business address
is Deana Beach Apartments, Block 1,
4th Floor, Promachon Eleftherias Street,
Ayios Athanasios, CY - 4103 Limassol,
Cyprus. Mr. Kazamias is a citizen of
Cyprus.
Costas Pallaris Director Mr. Pallaris' principal business address
is Deana Beach Apartments, Block 1, 4th
Floor, Promachon Eleftherias Street,
Ayios Athanasios, CY - 4103 Limassol,
Cyprus. Mr. Pallaris is a citizen of
Cyprus.
(iii) Mr. Fredriksen is a citizen of Cyprus and his present principal occupation
is as Chairman, Chief Executive Officer, President and a Director of Frontline
Ltd. Mr. Fredriksen's principal business address is c/o Frontline Ltd., 4th
Floor, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
(iv) The address of C.K. Limited's principal place of business is 13 Castle
Street, St Helier, Jersey JE4 5UT. The principal business of C.K. Limited is
acting as trustee of the Trust. The name, citizenship, present principal
occupation and the name, principal business and address of any corporation or
other organization in which such employment is conducted of each director is set
forth below. C.K. Limited does not have any executive officers.
Demetrios Antoniou Hannas Director Mr. Hannas' principal business
address is Deana Beach
Apartments, Block 1, 4th Floor,
Promachon Eleftherias Street,
Ayios Athanasios, CY - 4103
Limassol, Cyprus. Mr. Hannas is a
citizen of Cyprus.
Timothy Nichloas Scott Warren Director Mr. Warren's principal business
address is Channel House, Green
Street, St Helier, Jersey JE2
4UH. Mr. Warren is a citizen of
England.
Charles Guy Malet de Carteret Director Mr. Carteret's principal business
address is 13 Castle Street, St
Helier, Jersey JE4 5UT. Mr.
Carteret is a citizen of England.
Simon Paul Alan Brewer Director Mr. Brewer's principal business
address is 13 Castle Street, St
Helier, Jersey JE4 5UT. Mr.
Brewer is a citizen of England.
(d. and e.) To the best knowledge of the Reporting Persons, none of the entities
or persons identified in this Item 2, has, during the past five years, been
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
----------------------------------------------------------
On August 24, 2009, Seadrill acquired 1,099,999 shares of the Issuer's Common
Stock by way of a pro rata stock dividend distributed to owners of the stock of
the Issuer's parent company, Pride International, Inc. As such, the Reporting
Persons paid no consideration for such shares of Common Stock.
None of the other persons named in response to Item 2 hold any shares of Common
Stock in their accounts.
Item 4. Purpose of Transaction
-------------------------------
The Reporting Persons hold their shares of Common Stock for investment. The
Reporting Persons evaluate their investment in the shares of Common Stock on
continual basis. The Reporting Persons have no plans or proposals as of the date
of this filing which, other than as expressly set forth below, relate to, or
would result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
The Reporting Persons reserve the right to be in contact with members of the
Issuer's management, the members of the Issuer's Board of Directors, other
significant shareholders and others regarding alternatives that the Issuer could
employ to increase shareholder value.
The Reporting Persons reserve the right to effect transactions that would change
the number of shares it may be deemed to beneficially own.
The Reporting Persons further reserve the right to act in concert with any other
shareholders of the Issuer, or other persons, for a common purpose should it
determine to do so, and/or to recommend courses of action to the Issuer's
management, the Issuer's Board of Directors, the Issuer's shareholders and
others.
Item 5. Interest in Securities of the Issuer
---------------------------------------------
(a. and b.) According to the Issuer's capitalization table which was
incorporated by reference to the Form 10 filed on August 6, 2009, there were
11,580,249 shares of Common Stock issued and outstanding as of August 3, 2009.
The Reporting Persons report beneficial ownership of the following shares of
Common Stock:
Seadrill may be deemed to beneficially own 1,099,999 shares of Common Stock,
representing approximately 9.5% of the outstanding shares of Common Stock.
Seadrill has the sole power to vote 0 shares of Common Stock and the shared
power to vote 1,099,999 shares of Common Stock. Seadrill has the sole power to
dispose of 0 shares of Common Stock and the shared power to dispose of 1,099,999
shares of Common Stock.
Hemen may be deemed to beneficially own 1,099,999 shares of Common Stock,
representing approximately 9.5% of the outstanding shares of Common Stock. Hemen
has the sole power to vote 0 shares of Common Stock and the shared power to vote
1,099,999 shares of Common Stock. Hemen has the sole power to dispose of 0
shares of Common Stock and the shared power to dispose of 1,099,999 shares of
Common Stock.
Mr. Fredriksen may be deemed to beneficially own 1,099,999 shares of Common
Stock, representing approximately 9.5% of the outstanding shares of Common
Stock. Mr. Fredriksen has the sole power to vote 0 shares of Common Stock and
the shared power to vote 1,099,999 shares of Common Stock. Mr. Fredriksen has
the sole power to dispose of 0 shares of Common Stock and the shared power to
dispose of 1,099,999 shares of Common Stock.
C.K. Limited may be deemed to beneficially own 1,099,999 shares of Common Stock,
representing approximately 9.5% of the outstanding shares of Common Stock. C.K.
Limited has the sole power to vote 0 shares of Common Stock and the shared power
to vote 1,099,999 shares of Common Stock. C.K. Limited has the sole power to
dispose of 0 shares of Common Stock and the shared power to dispose of 1,099,999
shares of Common Stock.
None of the other persons named in response to Item 2 have the sole power to
vote or to direct the vote, the shared power to vote or direct the vote, the
sole power to dispose or to direct the disposition of the shares of Common Stock
that are the subject of this Statement.
(c.) Not applicable.
(d.) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any of
the Common Stock beneficially owned by the Reporting Persons.
(e.) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
To the knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 with respect to any securities of the Issuer.
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Item 7. Material to be Filed as Exhibits
-----------------------------------------
Exhibit A - Joint Filing Undertaking.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 3, 2009
SEADRILL LIMITED
By: /s/ Alf C. Thorkildsen
------------------------
Name: Alf C. Thorkildsen
Title: Principal Executive Officer
HEMEN HOLDING LIMITED
By: /s/ Demetrios Antoniou Hannas
-----------------------------
Name: Demetrios Antoniou Hannas
Title: Director
JOHN FREDRIKSEN
By: /s/ John Fredriksen*
--------------------
Name: John Fredriksen
C.K. Limited
By: /s/ Demetrios Antoniou Hannas
-----------------------------
Name: Demetrios Antoniou Hannas
Title: Director
*The Reporting Person disclaims beneficial ownership in the shares reported
herein except to the extent of his voting and dispositive interests therein. In
addition, the Reporting Person has no pecuniary interest in the shares reported
herein.
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby executes this agreement
as an exhibit to this Schedule 13D with respect to the shares of common stock of
Seahawk Drilling, Inc. to evidence the agreement of the below-named parties, in
accordance with the rules promulgated pursuant to the Securities Exchange Act of
1934, as amended, to file this Schedule 13D jointly on behalf of each such
party.
Dated: September 3, 2009
SEADRILL LIMITED
By: /s/ Alf C. Thorkildsen
------------------------
Name: Alf C. Thorkildsen
Title: Principal Executive Officer
HEMEN HOLDING LIMITED
By: /s/ Demetrios Antoniou Hannas
-----------------------------
Name: Demetrios Antoniou Hannas
Title: Director
JOHN FREDRIKSEN
By: /s/ John Fredriksen
-------------------
Name: John Fredriksen
C.K. Limited
By: /s/ Demetrios Antoniou Hannas
-----------------------------
Name: Demetrios Antoniou Hannas
Title: Director
SK 25542 0002 1026923 v2