SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 9
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)
May 28, 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
----------
* 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. 9 to the Schedule 13D is to report that
Seadrill Limited ("Seadrill") terminated its two forward contracts with
DnB NOR Bank ASA (the "DnB") and Nordea Bank Finland Plc ("Nordea") on
May 26, 2010 and May 28, 2010, respectively. Seadrill entered into new forward
contracts 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.
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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
and President of Seadrill wholly-owned subsidiary of
Management AS Seadrill, and its principal
business is the commercial
management of Seadrill's
subsidiaries, including the
chartering and insurance of
its assets. Mr.Thorkildsen's
principal business address is
c/o Seadrill Management AS,
Lokkeveien 111, P.O. Box 110,
4001 Finnestadveien 28,
Stavanger, Norway. Mr.
Thorkildsen 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 May 26, 2010, Seadrill entered into a new forward contract with DnB whereby
Seadrill agreed to purchase 8,070,800 Common Shares from DnB on July 15, 2010
for a purchase price of $215,374,140.48. On May 28, 2010, Seadrill entered into
a new forward contract with Nordea whereby Seadrill agreed to purchase 8,229,200
Common Shares from Nordea on July 10, 2010 for a purchase price of
$208,541,094.72. 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.
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Item 5. Interest in Securities of the Issuer
---------------------------------------------
(a. and b.) According to the Issuer's most recent report on Form 10-Q, there
were 175,616,231 shares of Common Stock issued and outstanding as of
April 26, 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 May 26, 2010, Seadrill terminated its forward contract with DnB dated
April 13, 2010, which was described in Seadrill's Schedule 13D/A filed with the
Securities and Exchange Commission (the "Commission") on April 27, 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 July 15, 2010 for a purchase price of $215,374,140.48.
On May 28, 2010, Seadrill also terminated its forward contract with Nordea dated
April 13, 2010, which was described in Seadrill's Schedule 13D/A filed with the
Commission on April 27, 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 July 10, 2010
for a purchase price of $208,541,094.72.
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 May 26, 2010.
Exhibit C - Nordea Bank Finland Plc Forward Contract dated May 28, 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: June 8, 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: June 8, 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 May 26, 2010.
Nordea
Confirmation
26 May 10 Date
2359970 Reference
+358 9 165 59832 Tel
+358 9 165 59311 Fax
lpfi@nordea.com Mail
SEADRILL LIMITED
C/O SEADRILL MANAGEMENT AS
P.O. BOX 110
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: 23599770
Trade Date: 25 May 10
Trade Time: 17:14 CET
Effective Date: 28 May 10
Seller: Nordea
Buyer: Counterparty
Shares: PRIDE INTERNATIONAL INC
ISIN: US74153Q1022
Number of Shares: 8.229.200
Forward Price: USD 25,3416
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: 07 Jul 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 Grosfjeld
---------------------------------- ------------------------------------
Name: Harald Grosfjeld Name:
Title: VP Treasury Title:
EXHIBIT C
Nordea Bank Finland Plc Forward Contract dated May 28, 2010.
DnB NOR
Markets
--------------------------------------------------------------------------------
Seadrill Ltd
C/O Seadritl
Management AS P. 0.
Box 110
N-4001 STAVANGER
Bergen, 28.04.2010
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 Cortract 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: May 26th 2010
Time: CET 10:35
Buyer: Seadrill Limited
Buyers number/safe acc: 000102511012
Deposit account pledged as collateral: 1250.04.00410
Seller: DnB NOR Bank ASA - DnB NOR Markets
Sellers settlement account no.: 000102511012
Underlying Shares : PRIDE INTL INC (PDE)
Number of Shares: 8,070,800
Forward price per Share: USD 26.6856
Total Purchase Price: USD 215,374,140.48
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: July 15th 2010
Settlement: On the Settlement Date the Seller
shall deliver the Shares upon the
Buyer's 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 Buyer's
timely payment.
In the event that :he 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 Buyer's 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
cf the Contract additional collateral
shall be furnished that corresponds to
tha 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 nto this contact. The
value of the Shares shall be computed
on the basis of the stock market price
or a value set by Dn3 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 entitiled 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. O. Box 110
N-4001 STAVANGER
Attention: Harald Grosfjeld
E-mail: herald.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 er d 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 :he Buyer as a direct Dr
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) Responsablity: 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 written:
for DnB NOR Bank ASA for Seadrill Limited
/s/ Mari E. Hordvik /s/ Harald Grosfjeld
------------------------- -------------------------
Name: Mari E. Hordvik Name: Harald Grosfjeld
Title: Operational Officer Title: Vice President
Seadrill Management AS
/s/ Trond Olav Ovreas
-------------------------
Name: Trond Olav Ovreas
Title: Operational Officer
SK 25542 0002 1105734 v2