-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MSk+wGVpBbjdBuM9fArZGM/quYrqZtHlWt6EyRXtam3HQ2h009J8Qb2N0HXPXELK y1h/4KvY2vuCoNtUsVnpHQ== 0000919574-09-015199.txt : 20090903 0000919574-09-015199.hdr.sgml : 20090903 20090903160823 ACCESSION NUMBER: 0000919574-09-015199 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090903 DATE AS OF CHANGE: 20090903 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIDE INTERNATIONAL INC CENTRAL INDEX KEY: 0000833081 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 760069030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39745 FILM NUMBER: 091053813 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137891400 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: PRIDE PETROLEUM SERVICES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SeaDrill LTD CENTRAL INDEX KEY: 0001351413 IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PAR-LA-VILLE PLACE, 14 PAR-LA-VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 BUSINESS PHONE: 14412956935 MAIL ADDRESS: STREET 1: PAR-LA-VILLE PLACE, 14 PAR-LA-VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 SC 13D/A 1 d1027337_13d-a.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 2 Pride International, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 74153Q102 - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 26, 2009 - -------------------------------------------------------------------------------- (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) 9.5% 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) 9.5% 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 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) 9.5% 14. TYPE OF REPORTING PERSON IN - ---------- * Mr. Fredriksen may be deemed to beneficially own 16,500,000 Common Shares through his indirect influence over Hemen, the shares of which are held in a trust (the "Trust"). The beneficiaries of the Trust 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) 9.5% 14. TYPE OF REPORTING PERSON CO - ---------- * Mr. Fredriksen may be deemed to beneficially own 16,500,000 Common Shares through his indirect influence over Hemen, the shares of which are held in the Trust. The beneficiaries of the Trust are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of 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 Item 1. Security and Issuer - ---------------------------- This Schedule 13D/A relates to shares of common stock (the "Common Stock") of Pride International, Inc., a Delaware corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 5847 San Felipe, Suite 3300, Houston, Texas 77057. 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) John Fredriksen, a Cyprus citizen ("Mr. Fredriksen"); and (iv) C.K. Limited, a Jersey company. Seadrill, Hemen, Mr. Fredriksen and C.K. Limited are collectively referred to as the "Reporting Persons." Hemen is the principal shareholder of Seadrill. Mr. Fredriksen may be deemed indirectly to have influence over Hemen and is the Chairman, President and a Director of Seadrill. C.K. Limited also indirectly controls 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 Frontline Ltd., 4th Floor, Par-la-Ville Place, 14Par-la-Ville Road, Hamilton HM 08, Bermuda. 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 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, 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) 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 Frontline Ltd., 4th Floor, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. (iv) 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 England. 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 England. 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 England. (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 shares of Common Stock held in the account of Seadrill was $6,967,840, representing the working capital of Seadrill. As described in Item 6 below, on August 26, 2009 and August 31, 2009, Seadrill terminated its forward contracts with Nordea Bank Finland, Plc ("Nordea") and DnB NOR Bank ASA ("DnB"), each dated July 15, 2009, respectively. Both forward contracts are described in Seadrill's Schedule 13D/A filed with the Securities and Exchange Commission on July 30, 2009. On August 26, 2009, Seadrill entered into a new forward contract with Nordea whereby Seadrill agreed to purchase 8,229,200 shares of Common Stock from Nordea on October 15, 2009, for a purchase price of $205,069,195.24. On August 31, 2009, Seadrill entered into a new forward contract with DnB whereby Seadrill agreed to purchase 8,070,800 shares of Common Stock from DnB on October 15, 2009, for a purchase price of $212,286,252.40. None of the other persons named in response to Item 2 hold any shares of Common Stock in their accounts. Item 4. Purpose of Transaction - ------------------------------- NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON JULY 30, 2009. Item 5. Interest in Securities of the Issuer - --------------------------------------------- (a. and b.) According to the Issuer's most recent report on Form 10Q, there were 173,703,741 shares of Common Stock issued and outstanding as of July 27, 2009. 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 9.5% 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 9.5% 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. Mr. Fredriksen may be deemed to beneficially own 16,500,000 shares of Common Stock, representing approximately 9.5% 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 9.5% 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 August 26, 2009 and August 31, 2009, Seadrill terminated its forward contracts with Nordea and DnB, each dated July 15, 2009, respectively. Both forward contracts are described in Seadrill's Schedule 13D/A filed with the Securities and Exchange Commission on July 30, 2009. On August 26, 2009, Seadrill entered into a new forward contract with Nordea whereby Seadrill agreed to purchase 8,229,200 shares of Common Stock from Nordea on October 15, 2009, for a purchase price of $205,069,195.24. On August 31, 2009, Seadrill entered into a new forward contract with DnB whereby Seadrill agreed to purchase 8,070,800 shares of Common Stock from DnB on October 15, 2009, for a purchase price of $212,286,252.40. Other than the two forward contracts described in this Item 6, to the 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 - Forward Contract dated August 26, 2009. Exhibit C - Forward Contract dated August 31, 2009. 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: September 3, 2009 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 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: September 3, 2009 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 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 FORWARD CONTRACT DATED AUGUST 26, 2009 NORDEA SEADRILL LIMITED Attn: Are Fredhammer + 358 9 165 59832 Tel Fax: +47 51 30 96 88 + 358 9 165 59311 Fax Ipl@nordea.com Mail 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 Defmitions (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 foam 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 Continuation), 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: 20061988 Trade Date: 26 Aug 09 Trade Time: 11:00 CET Effective Date: 31 Aug 09 Seller: Nordea Buyer: Countetparty Shares: PRIDE INTERNATIONAL INC ISIN: US74153Q1022 Number of Shares: 8.229.200 Forward Price: USD 24,9197 Exchange: NEW YORK STOCK EXCHANGE Related Exchange(s): NEW YORK STOCK EXCHANGE Valuation: Valuation Time: The Scheduled Closing Time on the relevant Exchange on the relevant Valuation Date. Valuation Date: 12 Oct 09 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: Washington 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 Patty: 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 Patty: 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, CHASUS33XXX In favour of NORDEA BANK NORGE AS A NDEANOKKXXX Account for payments to Counterpart: FOKUS BANK, DABANO22 In favour of SEADRILL LIMITED 5. ECT OMITTED]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. /s/ Harald Grosfield Harald Grosfield Vice President Seadrill Management AS Exhibit C FORWARD CONTRACT DATED AUGUST 31, 2009 DnB NOR Markets - -------------------------------------------------------------------------------- Seadrill Ltd C/O Seadrill Management AS P. 0. Box 110 N-4001 STAVANGER Bergen, 01.09.2009 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: August 31th 2009 Time: CET 12:27 Buyer: Seadrill Limited Buyers number/safe acc: 000102511012 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 26.303 Total Purchase Price: USD 212,286,252.40 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: October 15th 2009 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 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 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 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 entitilet 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) 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. 0. Box 7100 N-5020 BERGEN Yours sincerely, Confirmed as of the date first above 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/ Daniel Stoen - ------------------- Name: Daniel Stoen Title: Operational Officer SK 25542 0002 1027337 -----END PRIVACY-ENHANCED MESSAGE-----