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OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response………11
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Pride International, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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74153Q102
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(CUSIP Number)
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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)
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August 26, 2010
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(Date of Event Which Requires Filing of this Statement)
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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 ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
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* 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.
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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).
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CUSIP No.
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74153Q102
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1.
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NAME OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Seadrill Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bermuda
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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-0-
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8.
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SHARED VOTING POWER
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16,500,000
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9.
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SOLE DISPOSITIVE POWER
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-0-
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10.
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SHARES DISPOSITIVE POWER
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[_]
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16,500,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,500,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.4%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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74153Q102
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1.
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NAME OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Hemen Holding Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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-0-
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8.
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SHARED VOTING POWER
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16,500,000
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9.
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SOLE DISPOSITIVE POWER
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-0-
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10.
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SHARES DISPOSITIVE POWER
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[_]
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16,500,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,500,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.4%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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74153Q102
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1.
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NAME OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Greenwich Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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-0-
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8.
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SHARED VOTING POWER
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16,500,000
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9.
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SOLE DISPOSITIVE POWER
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-0-
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10.
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SHARES DISPOSITIVE POWER
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[_]
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16,500,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,500,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.4%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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74153Q102
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1.
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NAME OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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John Fredriksen
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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-0-
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8.
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SHARED VOTING POWER
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16,500,000*
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9.
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SOLE DISPOSITIVE POWER
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-0-
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10.
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SHARES DISPOSITIVE POWER
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[_]
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16,500,000*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,500,000*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.4%
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14.
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
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74153Q102
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1.
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NAME OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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C.K. Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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-0-
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8.
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SHARED VOTING POWER
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16,500,000
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9.
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SOLE DISPOSITIVE POWER
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-0-
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10.
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SHARES DISPOSITIVE POWER
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[_]
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16,500,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,500,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.4%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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74153Q102
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Item 1.
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Security and Issuer.
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NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 3, 2009.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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DnB NOR
Markets
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Trade date:
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August 23rd 2010
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Time:
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CET 22:00
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Buyer:
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Seadrill Limited
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Buyers number/safe acc:
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000102511012
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Deposit account pledged as collateral:
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1250.04.00410
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Seller:
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DnB NOR Bank ASA - DnB NOR Markets
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Sellers settlement account no.:
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000102511012
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Underlying Shares:
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PRIDE INTL INC (PDE)
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Number of Shares:
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8,070,800
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Forward price per Share:
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USD 23.1263
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Total Purchase Price:
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USD 185,647,742.04
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Transaction type:
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Forward with delivery of the Shares.
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The forward contract cannot generally be traded. It may only be sold pursuant to a separate agreement with DnB NOR Bank ASA.
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Closing trade:
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A closing trade may be executed, but only at the Total Purchase Price.
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DnB NOR
Markets
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Settlement Date:
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October 12th 2010
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Settlement:
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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.
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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.
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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.
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Dividend:
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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.
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Collateral:
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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.
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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.
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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 entitilet to carry out such measures as set out in this contract, cfr. Default.
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DnB NOR
Markets
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Address for Notices to the Buyer:
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Seadrill Limited
c/o Seadrill Management AS
P. O. Box 110
N-4001 STAVANGER
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Attention:
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Harald Grøsfjeld
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E-mail:
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harald.grosfjeld@seadrill.com
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Phone:
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+47 51 30 96 96
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Fax:
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+47 51 30 96 88
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Address for Notices to the Seller:
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DnB NOR Bank ASA
DnB NOR Markets KSC
P. O. Box 7100
N-5020 BERGEN
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Attention:
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Securities Finance
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Phone:
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+47 55 21 96 69
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Fax:
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+47 56 12 87 80
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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.
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Default:
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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
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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.
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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.
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DnB NOR
Markets
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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.
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Calculation Agent:
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DnB NOR Markets
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Adjustments:
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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.
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Relationship Between Parties:
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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):
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(a) Non-Reliance:
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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.
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(b) Assessment and Understanding:
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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.
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(c) Status of the Parties:
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The other party is not acting as a fiduciary for or an advisor to it in respect of that Contract.
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d) Responsablity
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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.
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DnB NOR
Markets
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e) Governing Law:
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Any disputes under the Contract shall be decided according to Norwegian law with the Oslo municipal court as the agreed court of venue.
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Yours sincerely,
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Confirmed as of the date first above written:
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for DnB NOR Bank ASA
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for Seadrill Limited
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/s/ Lene Therese Barikmo
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/s/ Illegible
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Name:
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Lene Therese Barikmo
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Name:
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Title:
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Operational Officer
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Title:
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VP Treasury | |
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/s/ Trond Olav Øvreås
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Name:
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Trond Olav Øvreås
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Title:
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Operation Officer
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Confirmation
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1(5)
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Page
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23 Aug 10
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Date
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24704103
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Reference
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||
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+358 9 165 59832
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Tel
|
||
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+353 9 165 59311
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Fax
|
||
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lpfi@nordea.com
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Mail
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Nordea Bank Finland, Plc
2747 Local Derivatives Operations
FIN-00020 NORDEA
FINLAND
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Dear Sirs/Madams:
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1.
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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.
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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
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Confirmation
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|||
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2(5)
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Page
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23 Aug 10
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Date
|
||
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24704103
|
Reference
|
|
modified below.
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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.
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2.
|
The terms of the particular Transaction to which this Confirmation relates are as follows:
|
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Nordea reference:
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24704103
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|
|
Trade Date:
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23 Aug 10
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|
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Trade Time:
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12:36 CET
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|
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Effective Date:
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26 Aug 10
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|
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Seller:
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Nordea
|
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Buyer:
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Counterparty
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Shares:
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PRIDE INTERNATIONAL INC
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ISIN:
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US74153Q1022
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|
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Number of Shares:
|
8.229.200
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|
|
Forward Price:
|
USD 23,1032
|
|
|
Exchange:
|
NEW YORK STOCK EXCHANGE
|
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Related Exchange(s):
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NEW YORK STOCK EXCHANGE
|
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Valuation Time:
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The Scheduled Closing Time on the relevant Exchange on the relevant Valuation Date.
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Valuation Date:
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04 Oct 10
|
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Averaging Dates:
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Not Applicable
|
|
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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.
|
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Physical Settlement:
|
Applicable
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|
|
Settlement Date:
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Three (3) Business Days after the Valuation Date
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Settlement Currency:
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USD
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Settlement Price:
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The Forward Price
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Business Days for Payments:
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New York
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Early Exercise:
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Applicable for Counterparty on any Schedule Trading Day
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Confirmation
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|||
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3(5)
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Page
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23 Aug 10
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Date
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24704103
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Reference
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until Valuation Date (Early Exercise Date). The Early Exercise Date will then be the Valuation Date.
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Method of Adjustments:
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Calculation Agent Adjustment
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Consequences of Merger Events:
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Share for Share:
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Modified Calculation Agent Adjustment
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Share for Other:
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Modified Calculation Agent Adjustment
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Share for Combined:
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Modified Calculation Agent Adjustment
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Determining Party:
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Nordea
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Tender Offer:
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Applicable
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Consequences of Tender Offers:
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Share for Share:
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Modified Calculation Agent Adjustment
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Share for Other:
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Modified Calculation Agent Adjustment
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Share for Combined:
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Modified Calculation Agent Adjustment
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Determining Party:
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Nordea
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Composition of Combined Consideration:
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Not Applicable
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Nationalization, Insolvency or Delisting:
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Cancellation and Payment (Calculation Agent Determination)
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Determining Party:
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Nordea
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Change in Law:
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Applicable
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Failure to Deliver:
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Applicable
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Insolvency Filing:
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Applicable
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Hedging Disruption:
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Applicable
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Hedging Party:
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Nordea
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Increased Cost of Hedging:
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Applicable
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Hedging Party:
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Nordea
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Loss of Stock Borrow:
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Applicable
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Hedging Party:
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Nordea
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Increased Cost of Stock Borrow:
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Not Applicable
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Determining Party:
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Nordea
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Non-Reliance:
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Applicable
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Agreements and Acknowledgments
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Regarding Hedging Activities:
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Applicable
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Additional Acknowledgments:
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Applicable
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3.
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Calculation Agent:
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Nordea
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Confirmation
|
|||
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4(5)
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Page
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23 Aug 10
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Date
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||
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24704103
|
Reference
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4.
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Account Details:
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Account for payments to Nordea:
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JPMORGAN CHASE BANK NEW YORK,
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In favour of NORDEA BANK NORGE ASA
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Account for payments to Counterpart:
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FOKUS BANK
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In favour of SEADRILL LIMITED
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5.
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Offices:
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(a) The Office of Nordea Bank Finland Plc for the Transaction is Helsinki; and
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(b) The office of Counterpart for the Transaction is Stavanger
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6.
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Transfer:
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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.
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7.
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Governing Law:
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English Law
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Confirmation
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|||
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5(5)
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Page
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23 Aug 10
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Date
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||
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24704103
|
Reference
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Yours sincerely,
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||||
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Nordea Bank Finland Plc
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||||
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/s/ Antti Tainio
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/s/ Tuomo Henriksson
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|||
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Name:
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Antti Tainio
|
Name:
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Tuomo Henriksson
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Title:
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Head of Local Derivatives Operations
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Title:
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Head of OTC Equity & Interest Rate Derivatives Settlements
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|
| /s/ Harald Grøsfjeld | ||||
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Name:
|
Harald Grøsfjeld |
Name:
|
||
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Title:
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Vice President Seadrill Management AS |
Title:
|