SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 8
Pride International, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74153Q102
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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)
April 13, 2010
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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. 74153Q102
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
16,500,000
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
16,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14. TYPE OF REPORTING PERSON
CO
CUSIP NO. 74153Q102
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
16,500,000
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
16,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14. TYPE OF REPORTING PERSON
CO
CUSIP NO. 74153Q102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Greenwich Holdings 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
16,500,000
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
16,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14. TYPE OF REPORTING PERSON
CO
CUSIP NO. 74153Q102
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
Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
16,500,000*
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
16,500,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,500,000*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14. TYPE OF REPORTING PERSON
IN
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* Mr. Fredriksen may be deemed to beneficially own 16,500,000 shares of common
stock, par value $0.01 per share (the "Common Shares"), of Pride International
Inc. (the "Issuer") through his indirect influence over Hemen Holding Limited
("Hemen") and Greenwich Holdings Limited ("Greenwich"), the shares of which are
held in trusts (the "Trusts"). The beneficiaries of the Trusts are certain
members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial
ownership of the 16,500,000 Common Shares except to the extent of his voting and
dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary
interest in the 16,500,000 Common Shares.
CUSIP NO. 74153Q102
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
16,500,000
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
16,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14. TYPE OF REPORTING PERSON
CO
CUSIP NO. 74153Q102
Explanatory Note
The purpose of this Amendment No. 8 to the Schedule 13D is to report that on
April 13, 2010, Seadrill Limited ("Seadrill") terminated its two forward
contracts with DnB NOR Bank ASA (the "DnB") and Nordea Bank Finland Plc
("Nordea") each dated February 24, 2010. On the same day, Seadrill entered into
a new forward contract with each of DnB and Nordea. Please see Item 6 herein for
a discussion of Seadrill's two forward contracts.
Item 1. Security and Issuer
----------------------------
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 3, 2009.
Item 2. Identity and Background
--------------------------------
This Schedule 13D/A is being filed on behalf of:
(i) Seadrill Limited, a Bermuda corporation ("Seadrill"); (ii) Hemen Holding
Limited, a Cyprus holding company ("Hemen"); (iii) Greenwich Holdings Limited, a
Cyprus holding company ("Greenwich"); (iv) John Fredriksen, a Cyprus citizen
("Mr. Fredriksen"); and (v) C.K. Limited, a Jersey company.
Seadrill, Hemen, Greenwich, Mr. Fredriksen and C.K. Limited are collectively
referred to as the "Reporting Persons."
Greenwich is the principal shareholder of Hemen. Hemen is the principal
shareholder of Seadrill. Mr. Fredriksen may be deemed indirectly to have
influence over Greenwich and Hemen and is the Chairman, President and a Director
of Seadrill. C.K. Limited also indirectly controls Greenwich and 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 Seatankers Co. Ltd.
P.O. Box 53562
CY3399 Limassol
Cyprus
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
of Seadrill wholly-owned President
Management AS subsidiary of 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) The address of Greenwich's principal place of business is P.O. Box 53562,
CY3399 Limassol, Cyprus. The principal business of Greenwich 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 Greenwich's director is
set forth below. Greenwich 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.
(iv) 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 Seatankers Co. Ltd.
P.O. Box 53562, CY3399 Limassol, Cyprus.
(v) 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
Jersey.
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 Jersey.
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 Jersey.
(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
---------------------------------------------------------
The source of funds for the purchases of 200,000 Common Shares held in the
account of Seadrill was $6,967,840, representing working capital of Seadrill.
On April 13, 2010, Seadrill entered into a new forward contract with DnB whereby
Seadrill agreed to purchase 8,070,800 Common Shares from DnB on June 1, 2010 for
a purchase price of $214,809,991.56. On the same day, Seadrill entered into a
new forward contract with Nordea whereby Seadrill agreed to purchase 8,229,200
Common Shares from Nordea on May 28, 2010 for a purchase price of
$207,834,206.44. Please see Item 6 herein for a discussion of Seadrill's two
forward contracts.
None of the other persons named in response to Item 2 hold any Common Shares in
their accounts.
Item 4. Purpose of Transaction
-------------------------------
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON JUNE 1, 2009.
Item 5. Interest in Securities of the Issuer
---------------------------------------------
(a. and b.) According to the Issuer's most recent report on Form 10-K, there
were 175,576,393 shares of Common Stock issued and outstanding as of February
15, 2010. The Reporting Persons report beneficial ownership of the following
shares of Common Stock:
Seadrill may be deemed to beneficially own 16,500,000 shares of Common Stock,
representing approximately 9.4% 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 16,500,000 shares of Common Stock. Seadrill has the sole power to
dispose of 0 shares of Common Stock and the shared power to dispose of
16,500,000 shares of Common Stock.
Hemen may be deemed to beneficially own 16,500,000 shares of Common Stock,
representing approximately 9.4% 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
16,500,000 shares of Common Stock. Hemen has the sole power to dispose of 0
shares of Common Stock and the shared power to dispose of 16,500,000 shares of
Common Stock.
Greenwich may be deemed to beneficially own 16,500,000 shares of Common Stock,
representing approximately 9.4% of the outstanding shares of Common Stock.
Greenwich has the sole power to vote 0 shares of Common Stock and the shared
power to vote 16,500,000 shares of Common Stock. Greenwich has the sole power to
dispose of 0 shares of Common Stock and the shared power to dispose of
16,500,000 shares of Common Stock.
Mr. Fredriksen may be deemed to beneficially own 16,500,000 shares of Common
Stock, representing approximately 9.4% 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 16,500,000 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 16,500,000 shares of Common Stock.
C.K. Limited may be deemed to beneficially own 16,500,000 shares of Common
Stock, representing approximately 9.4% 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 16,500,000 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 16,500,000 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.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
On April 13, 2010, Seadrill terminated its forward contract with DnB dated
February 24, 2010, which was described in Seadrill's Schedule 13D/A filed with
the Securities and Exchange Commission (the "Commission") on March 10, 2010. On
the same day, Seadrill entered into a new forward contract with DnB, which is
attached hereto as Exhibit B, whereby Seadrill agreed to purchase 8,070,800
Common Shares from DnB on June 1, 2010 for a purchase price of $214,809,991.56.
On April 13, 2010, Seadrill also terminated its forward contract with Nordea
dated February 24, 2010, which was described in Seadrill's Schedule 13D/A filed
with the Commission on March 10, 2010. On the same day, Seadrill entered into a
new forward contract with Nordea, which is attached hereto as Exhibit C, whereby
Seadrill agreed to purchase 8,229,200 Common Shares from Nordea on May 28, 2010
for a purchase price of $207,834,206.44.
Other than the two forward contracts described in this Item 6, to the best
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.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits
----------------------------------------
Exhibit A - Joint Filing Undertaking.
Exhibit B - DnB NOR Bank ASA Forward Contract dated April 13, 2010.
Exhibit C - Nordea Bank Finland Plc Forward Contract dated April 13, 2010.
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: April 27, 2010
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
GREENWICH HOLDINGS 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/A with respect to the shares of common stock
of Pride International, 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/A jointly on behalf
of each such party.
Dated: April 27, 2010
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
GREENWICH HOLDINGS 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
EXHIBIT B
DnB NOR Bank ASA Forward Contract dated April 13, 2010.
DnB NOR
Markets
--------------------------------------------------------------------------------
Seadrill Ltd
C/O Seadrill Management AS
P.0. Box 110
N-4001 STAVANGER
Bergen, 13.04.2010
Confirmation
CONTRACT
FOR
THE PURCHASE OF
AD-HOC FORWARD
The purpose of this agreement
(this "Confirmation") is to confirm the terms and conditions
of the Contract entered into between
Seadrill Ltd ("The Buyer") and DnB NOR
Bank ASA ("The Seller") on the Trade
Date specified below (the "Contract").
The terms of the Contract to which this Confirmation relates are as follows:
Trade date: April 12th 2010
Time: CET 11:35
Buyer: Seadrill Limited
Buyers number/safe acc:
Deposit account pledged as collateral:
Seller: DnB NOR Bank ASA - DnB NOR Markets
Sellers settlement account no.:
Underlying Shares : PRIDE INTL INC (PDE)
Number of Shares: 8,070,800
Forward price per Share: USD 26.6157
Total Purchase Price: USD 214,809,991.56
Transaction type: Forward with delivery of the Shares.
The forward contract cannot generally be
traded. It may only be sold pursuant to
a separate agreement with DnB NOR Bank
ASA.
Closing trade: A closing trade may be executed, but
only at the Total Purchase Price.
Settlement Date: June 15th 2010
Settlement: On the Settlement Date the Seller shall
deliver the Shares upon the Buyers
payment of the Total Purchase Price. The
delivery shall be deemed to be on time
if the Shares are available on the
deposit account specified above on or
before the Settlement Date. Payment
shall be deemed to be on time if the
Total Purchase Price is available on
the Seller's settlement account as
specified above on or before the
Settlement Date. Timely delivery is
conditional on the Buyers timely
payment.
In the event that the underlying Share
is suspended from quotation on the
stock exchange, the contract may be
completed if it was entered into before
the date of suspension, cfr. article
9-4 of the Norwegian Securities Trading
Act.
The Buyer hereby authorises DnB NOR
Markets to debit the Total Purchase
Price from the Buyer's bank account in
DnB NOR Bank ASA, or another bank, or
to instruct another bank to debit the
Buyer's bank account in that bank for
said amount on the Settlement Date.
Dividend: If any dividend is paid on the Share in
the time between the Trade
Date and the Settlement Date to DnB NOR
Markets, such dividend shall accrue to
the Buyer. The dividend shall then be
credited the Buyers bank account.
Collateral: DnB NOR Markets shall at all times
ensure that it has satisfactory
collateral for the due performance of
the Buyer's obligations, cfr. article
9-5 of the Norwegian Securities Trading
Act. The collateral shall be furnished
in the form of a cash deposit and the
Buyer must sign a declaration of
pledge. The amount of the collateral
shall at all time meet DnB NOR Markets'
requirements.
Upon entry into the contract the
collateral shall comprise 20% of the
Total Purchase Price. For the duration
of the Contract additional collateral
shall be furnished that corresponds to
the unrealised loss the forward
contract entails for the Buyer,
calculated as the Total Purchase Price
minus the value of the Underlying
Shares, if such loss equals more than
25% of the value of the collateral
pledged on entry into this contact. The
value of the Shares shall be computed
on the basis of the stock
market price or a value set by DnB NOR
Markets as Calculation Agent.
The Buyer shall furnish the required
additional collateral on the same day
that Buyer receives notice from DnB NOR
Markets that the current collateral is
insufficient. If such additional
collateral is not furnished that day,
this constitutes an event of Default and
the Buyer is entitled to carry out such
measures as set out in this contract,
cfr. Default.
Address for Notices to the Buyer: Seadrill Limited
c/o Seadrill Management AS
P.0. Box 110
N-4001 STAVANGER
Attention: Harald Grosfjeld
E mail: harald.grosfjeld@seadrill.com
Phone: +47 51 30 96 96
Fax: +47 51 30 96 88
Address for Notices to the Seller: DnB NOR Bank ASA
DnB NOR Markets KSC
P.0. Box 7100
N-5020 BERGEN
Attention: Securities Finance
Phone: +47 55 21 96 69
Fax: +47 56 12 87 80
To achieve additional collateral being
received the same day notice to Buyer
will be given by phone or fax. Fax shall
be deemed received when a confirmed
answerback is received at the end of the
transmission. However if a communication
is received after business hours on any
business day or on a day which is not a
business day in the place of receipt it
shall be deemed to be received and
become effective on the next business
day in the place of receipt.
Default: In the event of a default, including
failure on the part of the Buyer to
furnish necessary collateral by the
stipulated deadline, DnB NOR Markets,
without the necessity of initiating
legal or other proceedings, has the
right to use some or all of the pledged
collateral to cover secured claims
If the realisation of the pledged
collateral does not cover the Total
Purchase Price, DnB NOR Markets is
entitled to sell Underlying Shares, for
the Buyer's account and risk, to cover
the Total Purchase Price. Such sales
shall be at the stock market price or
another price that is considered to be
reasonable given the market position set
by DnB NOR Markets as Calculation Agent.
The Buyer is liable for any
outstanding, uncovered portion of the
Total Purchase Price and is not limited
to the balance on the collateral
account at the time in question.
The Buyer is liable and shall indemnify
Seller for any loss, expence or
obligation of whatever kind incurred by
the Buyer as a direct or indirect
consequence of The Buyers Default.
Calculation Agent: DnB NOR Markets
Adjustments: In the event of changes in the share
capital or other special circumstances
in the company that issued the
Underlying Shares, this contract shall
be adjusted by DnB NOR Markets as
Calculation Agent in accordance with the
rules for Trades in Derivative Contracts
on the Oslo Stock Exchange and the rules
for Clearing of Trades in Derivative
Contacts in VPS Clearing ASA to the
extent that this is appropriate. The
same applies in the event that the
Underlying shares have been delisted on
the Settlement Day.
Relationship Between Parties: Each party will be deemed to represent
to the other party on the date on which
it enters into a Contract that (absent a
written agreement between the parties
that expressly imposes affirmative
obligations to the contrary for that
Contract):
(a) Non-Reliance: It is acting for its own account, and it
has made its own independent decisions
to enter into that Contract and as to
whether that Contract is appropriate or
proper for it based upon its own
judgement and upon advice from such
advisers as it has deemed necessary. It
is not relying on any communication
(written or oral) of the other party as
investment advice or a recommendation to
enter into that Contract; it being
understood that information and
explanations related to the terms and
conditions of a Contract shall not be
considered investment advice or a
recommendation to enter into that
Contract. No communication (written or
oral) received from the other party
shall be deemed to be an assurance or
guarantee as to the expected results of
that Contract.
(b) Assessment and Understanding: It is capable of assessing the merits of
and understanding (on its own behalf or
through independent professional
advice), and understands and accepts,
the terms, conditions and risks of that
Contract. It is also capable of
assuming, and assumes, the risk of that
Contract. The relevant balance on the
collateral account does not constitute
an upper limit for loss the Buyer could
incur and the Byers liability for the
Contract is not limited to this amount.
(c) Status of the Parties: The other party is not acting as a
fiduciary for or an advisor to it in
respect of that Contract.
(d) Responsibility: It is the responsibility of the Buyer to
comply with any reporting or disclosure
requirements or other obligations
according to laws and/or regulations as
they apply from time to time.
(e) Governing Law: Any disputes under the Contract shall be
decided according to Norwegian law with
the Oslo municipal court as the agreed
court of venue.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us at your earliest convenience to:
DnB NOR Bank ASA DnB
NOR Markets KSC
P.O. Box 7100
N-5020 BERGEN
Yours sincerely, Confirmed as of the date first above
for DnB NOR Bank ASA written: for Seadrill Limited
/s/ Mari E. Hordvik /s/ Harald Grosfjeld
------------------- --------------------
Name: Mari E. Hordvik Name: Harald Grosfjeld
Title: Operational Officer Vice President
Seadrill Management AS
/s/ Lene Therese Barikmo
------------------------
Name: Lene Therese Barikmo
Title: Operational Officer
EXHIBIT C
Nordea Bank Finland Plc Forward Contract dated April 13, 2010.
[Logo Graphic Omitted] Confirmation
1(5) Page
13 Apr 10 Date
22883904 Reference
SEADRILL LIMITED + 358 9 165 59832 Tel
C/O SEADRILL MANAGEMENT AS +358 9 165 59311 Fax
P.O BOX 110 lpfi@nordea.com Mail
4001 Stavanger
NO
Attn: Are Fredhammer
OTC
PHYSICALLY-SETTLED SHARE FORWARD TRANSACTION:
Nordea Bank Finland, Plc
2747 Local Derivatives Operations
FIN-00020 NORDEA
FINLAND
--------------------------------------------------------------------------------
Dear Sirs / Madams:
The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between Nordea Bank Finland
Plc (Nordea) and SEADRILL LIMITED ("Counterparty") on the Trade Date specified
below (the "Transaction"). This Confirmation constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions (the "Swap
Definitions") and in the 2002 ISDA Equity Derivatives Definitions (the "Equity
Definitions", and together with the Swap Definitions, the "Definitions"), in
each case as published by the International Swaps and Derivatives Association,
Inc., are incorporated into this Confirmation. In the event of any inconsistency
between the Swap Definitions and the Equity Definitions, the Equity Definitions
will govern. In the event of any inconsistency between either set of Definitions
and this Confirmation, this Confirmation will govern. In the event of any
inconsistency between this Confirmation and the Definitions or the Master
Agreement, this Confirmation will govern
References in the Swap Definitions to the term "Swap Transaction" shall be
deemed to be references to the term "Transaction" for the purposes of this
Confirmation.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement, as amended and supplemented from time to time (the
"Agreement"), between you and us. All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.
If we have not yet executed an ISDA Master Agreement, this Confirmation
evidences a binding agreement between you and us as to the terms of the
Transactions to which this Confirmation relates. In addition, you and we
agree to use all reasonable efforts promptly to negotiate, execute and
deliver an agreement in the form of the ISDA Master Agreement, with such
modifications as you and we will in good faith agree. Upon the execution
by you and us of such an agreement, this Confirmation will supplement,
form a part of, and be subject to that agreement. All provisions contained
in or incorporated by reference in that agreement upon its execution will
govern this Confirmation except as expressly modified below.
Until we execute and deliver that agreement, this Confirmation, together
with all other documents referring to the ISDA Form (each a
"Confirmation") confirming transactions (each a "Transaction") entered
into between us (notwithstanding anything to the contrary in a
Confirmation), shall supplement, form a part of, and be subject to an
agreement in the form of the ISDA Form as if we had executed an agreement
in such form (but without any Schedule except for the election of English
law as the governing law) on the Trade Date of the first such Transaction
between us. In the event of any inconsistency between the provisions of
that agreement and this Confirmation, this Confirmation will prevail for
the purpose of this Option Agreement.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
General Terms:
Nordea reference: 22883904
Trade Date: 12 Apr 10
Trade Time: 0-1:00 CET
Effective Date: 15 Apr 10
Seller: Nordea
Buyer: Counterparty
Shares: PRIDE INTERNATIONAL INC
ISIN: US74153Q1022
Number of Shares: 8.229.200
Forward Price: USD 25,2557
Exchange: NEW YORK STOCK EXCHANGE
Related Exchange(s): NYSE
Valuation:
Valuation Time: The Scheduled Closing Time on the
relevant Exchange on the relevant
Valuation Date.
Valuation Date: 25 May 10
Averaging Dates: Not Applicable
Averaging Date Disruption: Not Applicable
Relevant Price: In case of Index underlying: The level
of Index determined by the Calculation
Agent as of the Valuation Time on the
Valuation Date. In case of Share
underlying: The price per share
determined by the Calculation Agent as
of the Valuation Time on the Valuation
Date.
Settlement Terms:
Physical Settlement: Applicable
Settlement Date: Three (3) Business Days after the
Valuation Date
Settlement Currency: USD
Settlement Price: The Forward Price
Business Days for Payments: New York
Early Exercise: Applicable for Counterparty on any
Schedule Trading Day until Valuation
Date (Early Exercise Date). The Early
Exercise Date will then be the Valuation
Date.
Share Adjustments
Method of Adjustments: Calculation Agent Adjustment
Extraordinary Events:
Consequences of Merger Events:
Share for Share: Modified Calculation Agent Adjustment
Share for Other: Modified Calculation Agent Adjustment
Share for Combined: Modified Calculation Agent Adjustment
Determining Party: Nordea
Tender Offer: Applicable
Consequences of Tender Offers:
Share for Share: Modified Calculation Agent Adjustment
Share for Other: Modified Calculation Agent Adjustment
Share for Combined: Modified Calculation Agent Adjustment
Determining Party: Nordea
Composition of Combined
Consideration: Not Applicable
Nationalization, Insolvency or
Delisting: Cancellation and Payment (Calculation
Agent Determination)
Determining Party: Nordea
Additional Disruption Events:
Change in Law: Applicable
Failure to Deliver: Applicable
Insolvency Filing: Applicable
Hedging Disruption: Applicable
Hedging Party: Nordea
Increased Cost of Hedging: Applicable
Hedging Party: Nordea
Loss of Stock Borrow: Not Applicable
Hedging Party: Nordea
Increased Cost of Stock Borrow: Not Applicable
Determining Party: Nordea
Non-Reliance: Applicable
Agreements and Acknowledgments
Regarding Hedging Activities: Applicable
Additional Acknowledgments: Applicable
3. Calculation Agent: Nordea
4. Account Details:
Account for payments to Nordea: JPMORGAN CHASE BANK NEW YORK,
In favour of NORDEA BANK NORGE ASA
Account for payments to
Counterpart: FOKUS BANK
In favour of SEADRILL LIMITED
5. Offices:
(a) The Office of Nordea Bank Finland Plc for the Transaction is
Helsinki; and
(b) The office of Counterpart for the Transaction is Stavanger
6. Transfer:
Notwithstanding anything in the Confirmation or the Agreement, Nordea may
assign its rights and obligations under this Transaction, in whole and not
in part, to any affiliate of Nordea effective upon delivery to Counterpart
of a written notification thereof.
7. Governing Law: English Law
Contact information relating to Nordea
Settlement:
Nordea Bank Finland Plc
2747 Local Derivatives Operations
Aleksis Kiven katu 9
FIN-00020 Nordea
fax. +358 9 165 59311
tel. +358 9 165 59832
Legal:
Nordea Bank Finland Plc
2948 Debt and Structured Finance Legal,
Aleksis Kiven katu 3-5
FIN-00020 Nordea
fax. + 358 9 627 956
tel. + 358 9 165 59316
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us or by sending to us a letter or telex substantially
similar to this letter, which letter or telex sets forth the material terms of
the Transaction to which this Confirmation relates and indicates your agreement
to those terms.
Yours sincerely,
Nordea Bank Finland Plc
/s/ Antti Tainio /s/ Tuomo Henriksson
--------------------------------- ----------------------------------------
Name: Antti Tainio Name: Tuomo Henriksson
Title: Head of Local Derivatives Title: Head of OTC Equity & Interest
Operations Rate Derivatives Settlements
Confirmed as of the date first above written:
SEADRILL LIMITED
/s/ Harald Gresfjeld
--------------------------------- ----------------------------------------
Harald Grosfjeld
Name: Vice President Name:
Title: Seadrill Management AS Title:
SK 25542 0005 1093252 v2