0001104659-19-067265.txt : 20191126 0001104659-19-067265.hdr.sgml : 20191126 20191126084628 ACCESSION NUMBER: 0001104659-19-067265 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191126 DATE AS OF CHANGE: 20191126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sundance Energy Australia Ltd CENTRAL INDEX KEY: 0001326089 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-224583 FILM NUMBER: 191247675 BUSINESS ADDRESS: STREET 1: 1050 17TH STREET STREET 2: SUITE 700 CITY: DENVER STATE: CO ZIP: 80265 BUSINESS PHONE: (303) 543-5700 MAIL ADDRESS: STREET 1: 1050 17TH STREET STREET 2: SUITE 700 CITY: DENVER STATE: CO ZIP: 80265 POS AM 1 a19-23771_2posam.htm POS AM

 

As filed with the Securities and Exchange Commission on November 26, 2019

Registration No. 333-224583      

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

 

FORM F-3

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Sundance Energy Australia Limited

(Exact name of registrant as specified in its charter)

 

Australia

 

Not applicable

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification No.)

 

1050 17th Street, Suite 700 Denver, CO 80265

 

(303) 543-5700

(Address of principal executive offices, including Zip Code)

 

(Registrant’s telephone number, including area code)

 

Eric P. McCrady

Sundance Energy Inc.

Chief Executive Officer

1050 17th Street, Suite 700

Denver, CO 80265

(303) 543-5700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Heath C. Trisdale
Baker & McKenzie LLP
700 Louisiana Street, Suite 3000
Houston, Texas 77002
(713) 427-5000

 

Approximate date of commencement of proposed sale to the public: N/A

 

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

o

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

o

 

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

o

 

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

o

 

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

o

 

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

o

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

 

 

Emerging growth company

x

 

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.

o

 

 

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form F-3 (Registration No. 333-224583) filed by Sundance Energy Australia Limited (the “Registrant”) with the Securities and Exchange Commission on May 1, 2018 (the “Registration Statement”), registering 278,205,756 ordinary shares in the form of American Depositary Shares for resale by the selling shareholders described therein.

 

On November 26, 2019 (the “Effective Date”), the redomiciliation of the Registrant was completed pursuant to which Sundance Energy Inc., a Delaware corporation (the “Company”) acquired all of the issued and outstanding ordinary shares of the Registrant in exchange for newly issued shares of common stock of the Company pursuant to a Scheme of Arrangement under Australian law (the “Scheme”), and became the ultimate parent company of the Sundance group of companies.  As of the Effective Date, the Company became the successor issuer to the Registrant pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended.

 

As a result of the Scheme, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. The Registrant, by filing this Post-Effective Amendment No. 1, hereby terminates the effectiveness of the Registration Statement and removes from registration any and all securities registered but unsold under the Registration Statement as of the date hereof. This filing is made in accordance with an undertaking in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that were registered but which remain unsold at the termination of the offering.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on November 26, 2019.

 

 

SUNDANCE ENERGY AUSTRALIA LIMITED

 

 

 

 

By:

/s/ Eric P. McCrady

 

Name:

Eric P. McCrady

 

Title:

Chief Executive Officer

 

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