SC 13D/A

0001398432-11-000208.txt : 20110228 0001398432-11-000208.hdr.sgml : 20110228 20110228160105 ACCESSION NUMBER: 0001398432-11-000208 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110228 DATE AS OF CHANGE: 20110228 GROUP MEMBERS: MARK H. RACHESKY, M.D. GROUP MEMBERS: MHR INSTITUTIONAL ADVISORS III LLC GROUP MEMBERS: MHR INSTITUTIONAL PARTNERS III LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEAHAWK DRILLING, INC. CENTRAL INDEX KEY: 0001452384 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 900431585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84984 FILM NUMBER: 11646044 BUSINESS ADDRESS: STREET 1: 5 GREENWAY PLAZA, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-369-7300 MAIL ADDRESS: STREET 1: 5 GREENWAY PLAZA, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: Pride SpinCo, Inc. DATE OF NAME CHANGE: 20081217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 IRS NUMBER: 133902251 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-728-5977 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 SC 13D 1 i11238.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. ___ )*

Seahawk Drilling, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

81201R107

(CUSIP Number)

Doron Lipshitz, Esq.
O’Melveny & Myers LLP
7 Times Square
New York, New York 10036
(212) 326-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 16, 2011

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box þ.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 14 Pages)

* 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	13D	Page 2 of 14 Pages


1	NAMES OF REPORTING PERSONS

	MHR INSTITUTIONAL PARTNERS III LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			1,109,817

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,109,817

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,109,817

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No.		81201R107	13D	Page 3 of 14 Pages


1	NAMES OF REPORTING PERSONS

	MHR INSTITUTIONAL ADVISORS III LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			1,109,817

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,109,817

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,109,817

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

CUSIP No.		81201R107	13D	Page 4 of 14 Pages


1	NAMES OF REPORTING PERSONS

	MHR FUND MANAGEMENT LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			1,173,513

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,173,513

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,173,513

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

CUSIP No.		81201R107	13D	Page 5 of 14 Pages


1	NAMES OF REPORTING PERSONS

	MARK H. RACHESKY, M.D.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			1,173,513

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,173,513

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,173,513

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN; HC

Page 6 of 14 Pages

TABLE OF CONTENTS


	Item 1. Security and Issuer.
	Item 2. Identity and Background.
	Item 3. Source and Amount of Funds or Other Consideration.
	Item 4. Purpose of Transaction.
	Item 5. Interest in Securities of the Issuer.
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
	Item 7. Materials to be Filed as Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-4.1:	EXPEDITED MOTION OF CERTAIN EQUITY HOLDERS OF THE DEBTORS, PURSUANT TO BANKRUPTCY CODE §1102, FOR AN ORDER APPOINTING OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS, FILED FEBRUARY 16, 2011.
EX-4.2:	ORDER GRANTING EXPEDITED MOTION OF CERTAIN EQUITY HOLDERS OF THE DEBTORS, PURSUANT TO BANKRUPTCY CODE §1102, FOR AN ORDER APPOINTING OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS, FILED FEBRUARY 18, 2011.
EX-4.3:	NOTICE OF APPOINTMENT OF COMMITTEE OF EQUITY SECURITY HOLDERS, FILED FEBRUARY 24, 2011.
EX-99.1:	JOINT FILING AGREEMENT.

Page 7 of 14 Pages

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to common stock, par value $0.01 per share (the “Common Stock”), of Seahawk Drilling, Inc. (the “Issuer”). The Reporting Persons have previously reported beneficial ownership of Common Stock on Schedule 13G, which was last amended on February 14, 2011.

The address of the principal executive offices of the Issuer is

5847 San Felipe, Suite 1600

Houston, Texas 77057

Item 2. Identity and Background.

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):


	1.	MHR Institutional Partners III LP (“Institutional Partners III”);

	2.	MHR Institutional Advisors III LLC (“Institutional Advisors III”);

	3.	MHR Fund Management LLC (“Fund Management”); and

	4.	Mark H. Rachesky, M.D. (“Dr. Rachesky”).

This Statement relates to securities held for the accounts of each of MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies (“Master Account”), MHR Capital Partners (100) LP (“Capital Partners (100)”) and Institutional Partners III, each (other than Master Account) a Delaware limited partnership. MHR Advisors LLC (“Advisors”) is the general partner of each of Master Account and Capital Partners (100) and, in such capacity, may be deemed to beneficially own the Common Stock held for the accounts of each of Master Account and Capital Partners (100). Institutional Advisors III is the general partner of Institutional Partners III and, in such capacity, may be deemed to beneficially own the Common Stock held for the account of Institutional Partners III. Fund Management is a Delaware limited liability company that is an affiliate of and has an investment management agreement with Mast er Account, Capital Partners (100) and Institutional Partners III and other affiliated entities, pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Stock reported herein and, accordingly, Fund Management may be deemed to beneficially own the Common Stock reported herein which are held for the accounts of each of Master Account, Capital Partners (100) and Institutional Partners III. Dr. Rachesky is the managing member of Advisors, Institutional Advisors III and Fund Management and, in such capacity, may be deemed to beneficially own the Common Stock held for the accounts of each of Master Account, Capital Partners (100) and Institutional Partners III.

The Reporting Persons:

The principal business of Institutional Partners III is investment in securities.

Institutional Advisors III is a Delaware limited liability company and the general partner of Institutional Partners III. The principal business of Institutional Advisors III is to provide management and advisory services to Institutional Partners III. Fund Management is a Delaware limited liability company. The principal business of Fund Management is to provide management and advisory services to each of Master Account, Capital Partners (100) and Institutional Partners III and to other affiliated entities. Current information concerning the identity and background of the directors and officers of Institutional Advisors III and Fund Management is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

Page 8 of 14 Pages

Dr. Rachesky is the managing member of Advisors, Institutional Advisors III and Fund Management. The principal occupation of Dr. Rachesky, a United States citizen, is investment management.

Each Reporting Person’s principal business address is 40 West 57^th Street, 24^th Floor, New York, New York 10019.

During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he or it has been 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.

The Common Stock reported in this Statement was received by the Reporting Persons in connection with the spin-off of the Issuer from its former parent, Pride International, Inc., in August 2009.

Item 4. Purpose of Transaction.

Prior to the date hereof, the Reporting Persons had on file with the Securities and Exchange Commission a Schedule 13G with respect to their beneficial ownership of Common Stock.

On February 16, 2011, Fund Management, on behalf of the persons named in Item 2 to this Statement (the “MHR Entities”), together with certain other holders of Common Stock, filed an expedited motion with the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), a copy of which motion is attached hereto as Exhibit 4.1, seeking that an official committee of stockholders be established in connection with the Issuer’s bankruptcy proceedings (the “Equity Committee”). Such motion was granted on February 18, 2011, when the Bankruptcy Court entered an order, a copy of which is attached hereto as Exhibit 4.2, directing the United States Trustee to appoint an Equity Committee. Fund Management, on behalf of the MHR Entities, has been appointed to, and intends to participate as a member of the Equity Committee, chaired by another Committee member, pursuant to the Notice of Appointment of Committee of Equit y Security Holders filed on February 24, 2011, a copy of which notice is attached hereto as Exhibit 4.3. The foregoing summary is qualified in its entirety by reference to the motion, the order and the notice described above, copies of which are filed as Exhibits 4.1 through 4.3 with this Statement and are incorporated herein by reference.

The Reporting Persons have not entered into any agreement, arrangement or understanding with the other members of the Equity Committee, any other stockholder of the Issuer or the Issuer. The Reporting Persons expressly disaffirm membership of a group with other members of the Equity Committee or any other stockholder of the Issuer for the purposes of Section 13d-5 under the Securities Exchange Act of 1934. Although Fund Management is a member of the Equity Committee, Fund Management and the other MHR Entities are entitled to and will make independent decisions with regard to their holdings.

The Reporting Persons review their holdings in the Issuer on a continuing basis and as part of this ongoing review, evaluate various alternatives that are or may become available with respect to the Issuer and its securities. The Reporting Persons may from time to time and at any time, in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Issuer, its subsidiaries or affiliates, or dispose or cause to be disposed, such equity or debt securities or instruments, in any amount that the Reporting Persons may determine in their sole discretion, through open market transactions, privately negotiated transactions or otherwise.

Depending upon a variety of factors, the Reporting Persons may from time to time and at any time, in their sole discretion, consider, formulate, discuss and implement various plans or proposals, including plans or proposals by any other stockholder of the Issuer, who may or may not be members of the Equity Committee, or other persons, intended to enhance the value of their current or future investment in the Issuer, enhance stockholder value or enhance the value of the Issuer’s assets, or that may involve other extraordinary matters relating to the Issuer, including, among other things, proposing or pursuing potential strategic alternatives to the Issuer’s proposed sale transaction with Hercules Offshore, Inc. or otherwise seeking to influence or change the Issuer’s bankruptcy proceedings or proposing or effecting any other transaction or matter that would constitute or result in any of the transactions, matters or effects enumerated in Item 4(a)-(j) of Schedule 13D.

Page 9 of 14 Pages

From time to time each of the MHR Entities may enter into derivative securities transactions or other hedging arrangements with respect to securities held for its account. Each MHR Entity may also, from time to time, hold the Common Stock in margin accounts or lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and retain dividends during the term of the loan. From time to time, to the extent permitted by applicable law, each of the MHR Entities may borrow securities, including the Common Stock, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short sale positions in such securities.

The information set forth in this Item 4 is subject to change from time to time and at any time, and there can be no assurances that the discussions described in this Item 4 will continue or occur or that any of the Reporting Persons will or will not take, or cause to be taken, any of the actions described above or any similar actions.

Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person, including any other securityholder of the Issuer, with respect to any securities of the Issuer.

Item 5. Interest in Securities of the Issuer.

The percentages set forth below are calculated based on information contained in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2010, which disclosed that there were 11,959,873 shares of Common Stock outstanding as of November 5, 2010.

(a) (i) Master Account may be deemed to be the beneficial owner of 56,472 shares of Common Stock held for its own account (approximately 0.5% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(ii) Capital Partners (100) may be deemed to be the beneficial owner of 7,224 shares of Common Stock held for its own account (approximately 0.06% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(iii) Advisors may be deemed to be the beneficial owner of 63,696 shares of Common Stock (approximately 0.5% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 56,472 shares of Common Stock held for the account of Master Account and (B) 7,224 shares of Common Stock held for the account of Capital Partners (100).

(iv) Institutional Partners III may be deemed to be the beneficial owner of 1,109,817 shares of Common Stock held for its own account (approximately 9.3% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(v) Institutional Advisors III may be deemed to be the beneficial owner of 1,109,817 shares of Common Stock (approximately 9.3% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of 1,109,817 shares of Common Stock held for the account of Institutional Partners III.

(vi) Fund Management may be deemed to be the beneficial owner of 1,173,513 shares of Common Stock (approximately 9.8% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the shares of Common Stock otherwise described in this Item 5 by virtue of Fund Management’s investment management agreement with Master Account, Capital Partners (100) and Institutional Partners III.

(vii) Dr. Rachesky may be deemed to be the beneficial owner of 1,173,513 shares of Common Stock (approximately 9.8% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Stock otherwise described in this Item 5 by virtue of Dr. Rachesky’s position as the managing member of each of Advisors, Institutional Advisors III and Fund Management.

Page 10 of 14 Pages

(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of 56,472 shares of Common Stock which may be deemed to be beneficially owned by Master Account as described above, and (y) the sole power to direct the voting of 56,472 shares of Common Stock which may be deemed to be beneficially owned by Master Account as described above.

(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 7,224 shares of Common Stock which may be deemed to be beneficially owned by Capital Partners (100) as described above, and (y) the sole power to direct the voting of 7,224 shares of Common Stock which may be deemed to be beneficially owned by Capital Partners (100) as described above.

(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 63,696 shares of Common Stock which may be deemed to be beneficially owned by Advisors as described above, and (y) the sole power to direct the voting of 63,696 shares of Common Stock which may be deemed to be beneficially owned by Advisors as described above.

(iv) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 1,109,187 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners III as described above, and (y) the sole power to direct the voting of 1,109,187 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners III as described above.

(v) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 1,109,187 shares of Common Stock which may be deemed to be beneficially owned by Institutional Advisors III as described above, and (y) the sole power to direct the voting of 1,109,187 shares of Common Stock which may be deemed to be beneficially owned by Institutional Advisors III as described above.

(vi) Fund Management may be deemed to have (x) the sole power to direct the disposition of 1,173,513 shares of Common Stock which may be deemed to be beneficially owned by Fund Management as described above, and (y) the sole power to direct the voting of 1,173,513 shares of Common Stock which may be deemed to be beneficially owned by Fund Management as described above.

(vii) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 1,173,513 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above, and (y) the sole power to direct the voting of 1,173,513 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above.

(c) No transactions in the shares of Common Stock have been effected by the persons named in response to paragraph (a) of this Item 5 during the past 60 days.

Page 11 of 14 Pages

(d)(i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, shares of Common Stock held for the account of Master Account in accordance with their partnership interests in Master Account.

(ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, shares of Common Stock held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100).

(iii) The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, shares of Common Stock held for the account of Institutional Partners III in accordance with their partnership interests in Institutional Partners III.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to the Securities of the Issuer.

Item 7. Material to be Filed as Exhibits.


Exhibit No.		Description
4.1		Expedited Motion of Certain Equity Holders of the Debtors, Pursuant to Bankruptcy Code §1102, for an Order Appointing Official Committee of Equity Security Holders, filed February 16, 2011.
4.2		Order Granting Expedited Motion of Certain Equity Holders of the Debtors, Pursuant to Bankruptcy Code §1102, for an Order Appointing Official Committee of Equity Security Holders, filed February 18, 2011.
4.3		Notice of Appointment of Committee of Equity Security Holders, filed February 24, 2011.
99.1		Joint Filing Agreement, dated as of February 28, 2011, by and among Institutional Partners III, Institutional Advisors III, Fund Management and Dr. Rachesky.

Page 12 of 14 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: February 28, 2011	MHR INSTITUTIONAL PARTNERS III LP

	By:	MHR Institutional Advisors III LLC, its General Partner

	By:	/s/ Hal Goldstein

		Name: Hal Goldstein Title: Vice President

	MHR INSTITUTIONAL ADVISORS III LLC

	By:	/s/ Hal Goldstein

		Name: Hal Goldstein Title: Vice President


		MHR FUND MANAGEMENT LLC

		By:		/s/ Hal Goldstein

				Name: Hal Goldstein Title: Managing Principal

		MARK H. RACHESKY, M.D.

		By:		/s/ Hal Goldstein, Attorney in Fact

Page 13 of 14 Pages

Annex A

Directors and officers of Institutional Advisors III and Fund Management


Name/Citizenship	Principal Occupation	Business Address

Mark H. Rachesky, M.D.	Managing Member and Principal	40 West 57^th Street
(United States)		24^th Floor
		New York, NY 10019

Hal Goldstein	Vice President and Principal	40 West 57^th Street
(United States)		24^th Floor
		New York, NY 10019

Page 14 of 14 Pages

Exhibit Index


Exhibit No.	Description

4.1	Expedited Motion of Certain Equity Holders of the Debtors, Pursuant to Bankruptcy Code §1102, for an Order Appointing Official Committee of Equity Security Holders, filed February 16, 2011.
4.2	Order Granting Expedited Motion of Certain Equity Holders of the Debtors, Pursuant to Bankruptcy Code §1102, for an Order Appointing Official Committee of Equity Security Holders, filed February 18, 2011.
4.3	Notice of Appointment of Committee of Equity Security Holders, filed February 24, 2011.
99.1	Joint Filing Agreement, dated as of February 28, 2011, by and among Institutional Partners III, Institutional Advisors III, Fund Management and Dr. Rachesky.

EX-4.1 2 ex4-1.htm Exhibit 4.1

Exhibit 4.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

CORPUS CHRISTI DIVISION

In re:	§
	§
Seahawk Drilling, Inc.,	§	Case No. 11-20089
	§
Seahawk Mexico Holdings LLC,	§	Case No. 11-20090
	§
Seahawk Drilling Management LLC,	§	Case No. 11-20091
	§
Seahawk Offshore Management LLC,	§	Case No. 11-20092
	§
Energy Supply International LLC,	§	Case No. 11-20093
	§
Seahawk Drilling LLC,	§	Case No. 11-20088
	§
Seahawk Global Holdings LLC,	§	Case No. 11-20094
	§
Seahawk Drilling USA LLC,	§	Case No. 11-20095
	§
Debtors.	§	Chapter 11
	§
	§ §	Joint Administration Requested Under Case No. 11- 20089

EXPEDITED MOTION OF CERTAIN EQUITY HOLDERS OF THE DEBTORS,

PURSUANT TO BANKRUPTCY CODE § 1102, FOR AN ORDER APPOINTING

OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:

A HEARING HAS BEEN REQUESTED ON THIS MATTER FOR FEBRUARY 18, 2011, AT 2:00 P.M. AT U.S. BANKRUPTCY COURT, 1133 NORTH SHORELINE, 2ND FLOOR, CORPUS CHRISTI, TEXAS 78401.

IF YOU OBJECT TO THE RELIEF REQUESTED YOU MUST RESPOND IN WRITING, SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. UNLESS OTHERWISE DIRECTED BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT WITHIN TWENTY- THREE DAYS FROM THE DATE YOU WERE SERVED WITH THIS PLEADING. YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT YOU THE NOTICE; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED.

MHR Fund Management LLC,1 Andalusian Capital Partners LP,2 FISBC Global Asset Management (USA) Inc.,3 and Mercer Park LP (collectively, the "Moving Shareholders"), each an equity security holder and party in interest in the above-captioned cases, hereby file their Expedited Motion an Order Appointing an Official Committee of Equity Security Holders (the "Equity Committee Motion") and respectfully represent as follows:

BACKGROUND

1. On February 11, 2011 (the "Petition Date"), the debtors in the above- captioned cases (the "Debtors") filed for protection under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code").

2. The Debtors appear to have filed for Chapter 11 in part to fast-track a proposed sale transaction (the "Proposed Sale") with Hercules Offshore Inc. ("Hercules"). As set forth in the Debtors' emergency motion for order scheduling expedited hearing to approve sale (Doc. No. 19) (the "Sale Motion"), the Proposed Sale would result in the Debtors receiving $25 million in cash and 22.3 million shares of Hercules common stock in exchange for the sale of substantially all of its asset s. As the Debtors have stated, the Proposed Sale is likely to result in payment of secured and unsecured Llaims hi full, and will provide a recovery for equity holders. The equity markets have recognized this fact, and at the close of the market on February 16, 2011 (four business days after the Petition Date), the common stock of Seahawk Drilling, Inc. was trading at $4.22 per share. Thus, Hercules, in its capacity as acquirer, the Debtors' management, and the capital markets have determined that the Debtors are clearly solvent.

____________

1 MHR Fund Management LLC is the investment manager of two limited partnerships which own the Debtors' stock.

2 Andalusian Capital Partners LP is the manager of a limited partnership, Andalusian Corporate Opportunities Master Fund, L.P., who owns the Debtors' stock.

3 HSBC Global Asset Management (USA) Inc., is the investment advisor of HSBC Distressed Opportunities Master Fund Ltd., who owns the Debtors' stock.

3. This Court held interim hearings on certain of the Debtors' first day motions on February 14, 2011, and scheduled a final hearing on matters such as the Debtors' post-petition financing motion (the "DIP Motion"), cash collateral motion, and motion approve payment of contingent termination fee to Hercules (Doc. Nos. 9, 10, and 20) for February 22, 2011. Upon information and belief, the Debtors did not provide notice of the first day motions or hearings to equity security holders, which suggests th at the Debtors are not interested in exercising fiduciary duties to, and assuring adequate representation of equity, and underscores the need for the appointment of an equity holders' committee to protect the interests of equity holders. The equity holders have had no meaningful opportunity, if any, to review the DIP Motion and other motions that may affect the rights of equity holders.

4. In the aggregate, the Moving Shareholders hold over 10% of the equity in the Debtors.

JURISDICTION AND VENUE

5. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. § 157(b)(2)(A). Venue of this proceeding and this Motion is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

RELIEF REQUESTED

6. By this Equity Committee Motion, the Moving Shareholders seek an Order directing the United States Trustee to appoint an Official Committee of Equity Security Holders, pursuant to Bankruptcy Code section 1102. The Moving Shareholders seek appointment of an equity committee for the crucial purpose of securing independent representation for public shareholders at this crucial stage of these Chapter 11 proceedings, while the Debtors are attempting to fast-track a DIP Motion and prearranged sale that equity has not had adequate time to review.

BASIS FOR RELIEF REQUESTED

7. Section 1102(a)(2) of the Bankruptcy Code provides that "on request of a party in interest, the court may order the appointment of additional committees of creditors or of equity security holders if necessary to assure adequate representation of creditors or equity security holders." 11 U.S.C. § 1102(a)(2). In providing shareholders with the right to seek the appointment of an official committee, Congress recognized the vulnerability of and potential prejudice to equity holders from the Chapter 11 process. The legislative history to this section notes that an equity committee could "counteract the natural tendency of a debtor in distress to pacify large creditors , with whom the debtor would expect to do business, at the expense of small and scattered investors." S. Rep. No. 898, 95th Cong., 2nd Sess., at 10 (1978), reprinted in 1978 U.S.C.C.A.N. 5787, 5796.4

8. Based on this Congressional intent, courts have appointed official committees of equity security holders in many recent Chapter 11 cases filed within the Fifth Circuit and elsewhere. See, e.g., In re Spectrum Jungle Labs Corp., Case No. 09-50455 (Bankr. W.D. Tex.); In re Pilgrim's Pride Corp., Case No. 08-45664 (Bankr. N.D. Tex.); In re Superior Offshore Intl, Inc., Case No. 08 - -32590 (Bankr. S.D. Tex.); In re Integrated Elec. Servs., Case No. 0630602 (Bankr. N.D. Tex.); In re Gadzooks, Inc., 04-31486 (Bankr. N.D. Tex.); In re Mirant Corp., Case No. 03-46590 (Bankr. N.D. Tex.); In re INSpire Ins. Solutions, Inc., Case No. 0241228 (Bankr. N.D. Tex.); In re AMRESCO, INC., Case No. 01-35327 (Bankr. N.D. Tex.); In re EcoScience Corp., Case No. 01-51523 (Bankr. W . D. Tex .).5

____________

4 In enacting the Bankruptcy Code of 1978, Congress viewed reorganization proceedings as "literally the last clear chance to conserve for [shareholders] values that corporate financial stress or insolvency have placed in jeopardy." S. Rep. No. 95-989, at 10 (1978), as reprinted in 1978 U.S.C.C.A.N. 5787, 5796.

5 See also In re Oneida Ltd., Case No. 06-10489 (Bankr. S.D.N.Y.); In re Calpine Corp., Inc., Case No. 05-60200 (Bankr. S.D.N.Y.); In re Delphi Corp., Case No. 05-4 4481 (Bankr. S.D.N.Y.); In re Loral Space & Commc'ns Ltd., Case No. 03-41710 (Bankr. S.D.N.Y.); In re Solutia Inc., Case No. 03-17949 (Bankr. S.D.N.Y.); In re Impath Inc., Case No. 03-16113 (Bankr. S.D.N.Y.); In re Adelphia Commc'ns Corp., Case No. 02-41729 (Bankr. S.D.N.Y.); In

9. The language of section 1102(a)(2) is not conducive to a bright-line test, and courts have considered various factors on a case-by-case basis in determining whether to appoint an equity committee, including:

(i) whether the Debtors have publicly-traded stock;

(ii) whether the Debtors are solvent or nearly-solvent;

(iii) whether equity is adequately represented by stakeholders already at the table;

(iv) the complexity of the Debtors' cases; and

(v) the likely cost to Debtors' estates of an equity committee.

See, e.g., In re Pilgrim's Pride Corp., 407 B.R. 211, 216 (Bankr. N.D. Tex. 2009); In re Kalvar Microfilm, 195 B.R. 599, 600 (Bankr. D. Del. 1996); ,4lbero v. Johns-Manville Corp., (In re Johns-Manville Corp.), 68 B.R. 155, 159 (S.D.N.Y. 1986); see also 7 COLLIER ON BANKRUPTCY 1102.03[2], at 1102-19 (16th ed. 2010). No one factor is diapositive and the relative weigh afforded to any one factor depends on the circumstances of the case. See Kalvar, 195 B.R. at 600.

10. Applying those factors here, it is clear that appointment of an equity committee is appropriate under the circumstances. First, it is undisputed that the Debtors have publicly traded stock that trades on the NASDAQ exchange.

11. Second, the Debtors are not insolvent, as demonstrated by (a) the fact that the Debtors' Proposed Sale would provide enough value to pay secured and unsecured claims in full, (b) the undisputed fact that shares in the Debtor Seahawk Drilling, Inc. are trading at substantial value in public markets and (c) the Debtors' own balance sheet valuation, which is further bolstered by the Debtors' acknowledgment that there has been recent marginal improvement in market conditions. See Sale Motion 7. Further, the Debtors' Voluntary Petitions state that, on a consolidated basis, the Debtors' total assets as stated in their November 9, 2010 10-Q were $504,897,000, while liabilities were $124,474,000—a clear determination of balance sheet solvency. Cf: In re Pilgrim's Pride Corp., 407 B.R. at 217 (considering the debtors' bankruptcy filings and public filings with the SEC in determining solvency in this context). When a debtor is solvent, as these Debtors are, "the presumption in such cases should be in favor of appointment of an equity committee." 7 COLLIER ON BANKRUPTCY 111102.03[2][a], at 1102-19.

re Sagecrest II, LLC', Case No. 08-50754 (Bankr. D. Conn.); In re Fremont Gen. Corp., Case No. 08-13421 (Bankr. C.D. Cal.); In re Hancock Fabrics, Inc., Case No. 07-10353 (Bankr. D. Del.); In re Interstate Bakeries Corp., Case No. 04-45814 (Bankr. W.D. Mo.); In re Cone Mills Corp., Case No. 03-12944 (Bankr. D. Del.); In re Seitel, Inc., Case No. 03-12227 (Bankr. D. Del.); In re Kmart Corp., Case No. 02-02474 (Bankr. N.D. Ill.); In re Peregrine Sys., Inc., 02-12740 (Bankr. D. Del.); In re Exicle Techs., Case No. 02-11125 (Bankr. D. Del.).

12. Third, appointment of an equity committee is required because management, creditors, and other stakeholders have different interests than equity holders and cannot be expected to represent the interests of equity in these cases. Id. at 1102.03[2][b], at 1102-20 ("The[] primary focus [of officers and directors] will generally be on reorganizing the debtor and it would be distracting and inappropriate for them to be looking out for the interests of stockholders at the expense of creditors."). As Judge Lynn recently noted:

The dynamics of chapter 11 are such that Debtors---and their management---are likely to be constrained to accept and advocate to the court a conservative value for their business in order to obtain Ltuditor assent to a reorganization plan. If [management] is faced with the choice of holding out for the benefit of equity and risking a failure of the reorganization or accepting a restructuring that values Debtors excessively conservatively, despite their interest in maximizing stock value, they may have little choice but to adopt the latter alternative.

In re Pilgrim's Pride Corp., 407 B.R. at 219.

13. Further, it is clear that equity holders have a real economic interest in the direction and outcome of these cases, but without appointment of a committee, it will be difficult for individual shareholders to obtain information and to meaningfully participate in these cases. For example, it does not appear that equity holders received notice of initial filings or of first day hearings from the Debtors. Instead, equity holders have had to rely on media reports for information about these cases. As soon as the Moving Shareholders became aware of the Debtors' Chapter 11 filing on the Petition Da te, they scrambled to organize on an ad hoc basis, retain counsel, and contact the U.S. Trustee to voice their concerns and need for adequate representation.

14. An official committee enjoys access to documents and information, which can be made available on a confidential basis, that is not afforded to private parties. In addition, an official committee is far better suited to represent the interests of equity than a scattered and disparate band of shareholders, who would each have to bear substantial costs in order to play a meaningful part in these cases. Without the formation of an equity committee, the Debtors' equity holders are at a material financial and informational disadvantage, and cannot ensure the adequate representation of their meaningful economic interest in these estates. However, if an equity committee is appointed, the equi ty holders will be able to meaningfully review and comment on the Debtors' proposed post-petition financing, and to participate in various aspects of the case affecting their interests. They would also provide an important "counterweight" to creditors in valuation issues. See In re Pilgrim's Pride, 407 B.R. at 219.

15. Impoliditiy, equity holders will not be adequately represented by an official committee of unsecured creditors. See In re Saxon Indus., Inc., 29 B.R. 320, 321 (Bankr. S.D.N.Y. 1983) (holding that unsecured creditors' committees and equity committees "are separate and distinct entities with the members of the unsecured creditors and equi ty creditors class possessing variant priorities and interests with respect to their relationship with the debtor") (emphasis added); see also In re Evans Prods. Co., 58 B.R. 572, 575 (S.D. Fla. 1985) ("The interests of creditors and shareholders are likely to conflict over the course of a Chapter 11 proceeding."). Any official creditors' committee in these Chapter 11 cases cannot represent the interests of equity holders because its fiduciary duties run only to unsecured creditors who expect committee would have undivided loyalty and fiduciary duties to shareholders. For all these reasons, this factor supports granting the Equity Committee Motion.

16. Fourth, when a case will require shareholders to "actively participate," then the case is "complex" for purposes of appointing an equity committee. See In re Johns-Manville Corp.), 68 B.R. at 159; see also In re Pilgrim's Pride, 407 B.R. at 219 (complexity existed because the difficultly in ascertaining value made it difficult for management to treat both creditors and equity fairly); In re Wang Labs., Inc., 149 B.R. 1, 4 (Bankr. D. Mass. 1992) (complexity existed based on the volume of pleadings filed and size of the clerk's file).

17. These cases involve eight Debtors, half a billion dollars in assets, and over a hundred million dollars in liabilities.The Debtors filed nineteen first day motions and applications, including motions to approve the Proposed Sale and the DIP Motion. Moreover, the Debtors are seeking final approval of the DIP Motion, cash collateral motion, and termination fees to Hercules, on February 22, 2011 less than two weeks after the Petition Date. The size of the case, the number of pleadings filed, the Debtors' clear solvency, an d speed with which the Debtors are proceeding require immediate and active participation by equity, and weigh in favor of appointing a committee to protect their interests.

18. Finally, compared to the benefits that would be achieved by appointment of an equity committee (and the prejudice that would occur if equity holders are not provided a seat at the table during this critical period), the cost of appointing an equity committee would be modest in the overall scheme of these proceedings. Moreover, "costs alone cannot and should not deprive public debt and security holders of representation." In re McLean Indus, Inc., 72 B.R. 852, 860 (Bankr. S.D.N.Y. 1987); In re Enron Corp., 279 B.R. 671, 694 (Bankr. S.D.N.Y. 1987) ("Added cost alone does not justify the denial of appointment of an additional committee where one is warranted.").

19. Once the need for an equity committee is established, the burden shifts to one who opposes this Equity Committee Motion "to show that the cost of the additional committee sought significantly outweighs the concern for adequate representation and cannot be alleviated in other ways." See In re Becker Indus. Corp., 55 B.R. 945, 949 (Bankr. S.D.N.Y. 1985). Given the need for an equity committee as established herein, there is no basis for denying appointment based on the additional incremental cost of doing so.

CONCLUSION

For the foregoing reasons, the Moving Shareholders respectfully request that the Court Order the appointment of an Official Committee of Equity Security Holders, as provided in the proposed order attached hereto.

Respectfully submitted this 16th day of February 2011.

KING & SPALDING LLP

By: /s/ Mark W. Wege

Henry J. Kaim

Texas Bar No. 11075400

HKaim@kslaw.com

Mark W. Wege

Texas Bar No. 21074225

1100 Louisiana, Suite 4000

Houston, Texas 77002

Telephone: (713) 751-3200

Fax: (713) 751-3290

ATTORNEYS FOR THE MOVING SHAREHOLDERS

CERTIFICATE OF SERVICE

1 hereby certify that a true and correct copy of the foregoing document has been served via electronic mail on February 16, 2011, to the parties on the ECF service list plus the additional parties listed below.

jbolton@fulbright.com

bspears@fulbright.com

ttorrence@fulbright.com

rhett.campbell@tklaw.com

ECFpleadings@kccllc.com

omar.alaniz@bakerbotts.com

ecf@jhwclaw.com

charles.r.sterbach@usdoj.gov

USTPRegion07.CC.ECF@USDOJ.GOV

secbankruptcy@sec.gov

dmcfaul@velaw.com

jwest@velaw.com

trey.wood@bgllp.com

/s/ Mark W. Wege

Mark W. Wege

EX-4.2 3 ex4-2.htm Exhibit 4.2

Exhibit 4.2

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

CORPUS CHRISTI DIVISION

In re:	§	Chapter 11
	§
Seahawk Drilling, Inc.,	§	Case No. 11-20089
	§
Seahawk Mexico Holdings LLC,	§	Case No. 11-20090
	§
Seahawk Drilling Management LLC,	§	Case No. 11-20091
	§
Seahawk Offshore Management LLC,	§	Case No. 11-20092
	§
Energy Supply International LLC,	§	Case No. 11-20093
	§
Seahawk Drilling LLC,	§	Case No. 11-20088
	§
Seahawk Global Holdings LLC,	§	Case No. 11-20094
	§
Seahawk Drilling USA LLC,	§	Case No. 11-20095
	§
Debtors.	§	Chapter 11
	§
	§ §	Joint Administration Requested Under Case No. 11- 20089

ORDER GRANTING EXPEDITED MOTION OF CERTAIN EQUITY HOLDERS OF

THE DEBTORS, PURSUANT TO BANKRUPTCY CODE § 1102, FOR AN ORDER

APPOINTING OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS

(Related to Doc. No._____)

Upon consideration of the ExpeLliiLL1 Motion of MIIR Fund Management LLC, Andalusian Capital Partners LP, HSBC Global Asset Management (USA) Inc., and Mercer Park LP for an Order Appointing an Official Committee of Equity Security Holders (the "Motion"); and it appearing that this Court has jurisdiction to consider this matter; and due and proper notice of the Motion having been given to all parties; and it appearing that, because of the nature of the relief requested, no other or further notice need be give n; and based upon the pleadings and the record, the Court is of the opinion that the relief sought is proper and should be granted. It is therefore:

ORDERED that the Motion is GRANTED; and it is further

ORDERED that the United States Trustee is directed to appoint an Official Committee of Equity Security Holders forthwith.

Signed this _____ day of ____________, 2011.

____________________________

UNITED STATES DISTRICT JUDGE

EX-4.3 4 ex4-3.htm Exhibit 4.3

Exhibit 4.3

Case 11-20089 Document 106 Filed in TXSB on 02/24/11 Page 1 of 3

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

JUDY A. ROBBINS

UNITED STATES TRUSTEE CHARLES R. STERBACH

ASSISTANT UNITED STATES TRUSTEE

606 N. Carancahua St.

Wilson Plaza West, Suite 1107

Corpus Christi, Texas 78401

Telephone: (361)888-3261

Facsimile: (361)888-3263

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

CORPUS CHRISTI DIVISION

In re:	§	CASE NO.
	§
SEAHAWK DRILLING, INC., et al.	§	11-20089-C-11
	§
Debtors	§	JOINTLY ADMINISTERED

NOTICE OF APPOINTMENT OF COMMITTEE OF EQUITY SECURITY HOLDERS

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:

COMES NOW the United States Trustee, ("UST"), through the undersigned attorney, pursuant to § 1102(a) and 1102(b)(2) of the Bankruptcy Code, and appoints the following eligible equity holders of the debtor to the official committee of equity holders:

1.	Hal Goldstein - Temporary Chairman MHR Fund Management, L.L.C. 40 West 57th Street, 24th Floor New York, New York 10019 Telephone: (212)262-0005 Email: hgoldstein@mhrfund.com

2.	John Symington General Counsel Seadrill Americas Inc. 11210 Equity Drive, Suite 150 Houston, TX 77041-8242 Telephone: (713)329-1164 E-mail: john.symington@seadrill.com

Case 11-20089 Document 106 Filed in TXSB on 02/24/11 Page 2 of 3

3.	Jeff Cate Hayman Capital Management, L.P. 2101 Cedar Springs Road, Suite 1400 Dallas, TX 75201 Telephone: (214) 347-4186 E-mail: jc@haymancapital.com

4.	Peter J. Sakon HSBC Distressed Opportunities Fund 452 Fifth Avenue, 18th Floor New York, New York 10018 Telephone: (212) 525-6780 Email: peter.j.sakon@us.hsbc.com

5.	Naveen Bhatia The Keffi Group 500 Fifth Avenue 44th Floor New York, New York 10110 Telephone: (212)935-5551 Email: naveenbhatia1@gmail.com

Respectfully submitted,

JUDY A. ROBBINS

UNITED STATES TRUSTEE

By: /s/ Charles R. Sterbach

Charles R. Sterbach

Assistant United States Trustee

Arizona Bar No. 009315

606 N. Carancahua St., Ste. 1107

Corpus Christ, TX 78401

Telephone: (361)888-3261

Facsimile: (361) 888-3263

Case 11-20089 Document 106 Filed in TXSB on 02/24/11 Page 3 of 3

CERTIFICATE OF SERVICE

A true and correct copy of the foregoing NOTICE OF APPOINTMENT OF COMMITTEE OF EQUITY SECURITY HOLDERS was served upon each member of the committee of unsecured creditors by e-mail and United States mail, first class, postage pre-paid, at the addresses listed in the Notice of Appointment, on the 24th day of February, 2011. Additionally the Debtor and Debtor's counsel were served by United States mail, first class, postage pre-paid, at the addresses listed below, on the 24th day of February, 2011.

By: /s/ Charles R. Sterbach

Charles R. Sterbach

Assistant United States Trustee

Arizona Bar No. 009315

606 N. Carancahua St., Ste. 1107

Corpus Christ, TX 78401

Telephone: (361)888-3261

Facsimile: (361) 888-3263

Debtor:	Debtor's Counsel:
Seahawk Drilling, Inc. 5 Greenway Plaza Suite 2700 Houston, TX 77046	Berry D. Spears, Esq. Fulbright & Jaworski 600 Congress Ave., Ste. 2400 Austin, TX 78701 Email: bspears@fulbright.com

EX-99.1 5 exh99_1.htm Exhibit 1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that this Statement on Schedule 13D with respect to the Common Stock of Seahawk Drilling Inc., dated as of February 28, 2011, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date: February 28, 2011	MHR INSTITUTIONAL PARTNERS III LP

	By:	MHR Institutional Advisors III LLC, its General Partner

	By:	/s/ Hal Goldstein

		Name: Hal Goldstein Title: Vice President

	MHR INSTITUTIONAL ADVISORS III LLC

	By:	/s/ Hal Goldstein

		Name: Hal Goldstein Title: Vice President


		MHR FUND MANAGEMENT LLC

		By:		/s/ Hal Goldstein

				Name: Hal Goldstein Title: Managing Principal

		MARK H. RACHESKY, M.D.

		By:		/s/ Hal Goldstein, Attorney in Fact

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