-----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, P86wLKIxw1OkTw8qYT/gi2iMd0em9qogRmD00kUu0+t+LNw+C57yrLHVKC3EpZSz VnjjWc9yn1J0v+4qlB1x5A== 0000919574-08-004058.txt : 20080721 0000919574-08-004058.hdr.sgml : 20080721 20080721164543 ACCESSION NUMBER: 0000919574-08-004058 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080721 DATE AS OF CHANGE: 20080721 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-39745 FILM NUMBER: 08961614 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 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 1 d869849_13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 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) July 11, 2008 -------------- (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 SCHEDULE 13D - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON Seadrill Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 8,429,200 BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 8,429,200 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,429,200 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ CUSIP NO. 74153Q102 SCHEDULE 13D - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON Hemen Holding Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 8,429,200 BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 8,429,200 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,429,200 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ CUSIP NO. 74153Q102 SCHEDULE 13D - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON John Fredriksen S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 8,429,200 BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 8,429,200 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,429,200 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ PAGE> CUSIP NO. 74153Q102 SCHEDULE 13D Item 1. Security and Issuer - ---------------------------- This Schedule 13D 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 is being filed on behalf of: (i) Seadrill Limited, a Bermuda corporation ("Seadrill"); (ii) Hemen Holding Limited, a Cyprus holding company ("Hemen"); and (iii) John Fredriksen, a Cyprus citizen ("Mr. Fredriksen"). Seadrill, Hemen, and Mr. Fredriksen are collectively referred to as the "Reporting Persons." Hemen is the principal shareholder of Seadrill. Mr. Fredriksen indirectly controls Hemen and is the Chairman, President and a Director of Seadrill. (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, 14 Par-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 Mr. Troim's principal business Vice President address is c/o Ship Finance International Limited, 4th Floor, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, 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. 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 HM 08, Bermuda. Ms. Blankenship also serves as a Director of Frontline Ltd., Golar LNG Ltd., Ship Finance International Limited and Golden Ocean Group Limited. Ms. Blankenship is a citizen of the nited Kingdom. Jan Tore Stromme Director Mr. Stromme's principal business address is c/o Seadrill Limited, 4th Floor, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. Mr. Stromme is also an oil broker representing Prime Energy Fuel Brokers. Mr. Stromme is a citizen of Norway. Alf C. Thorkildsen Chief Executive Officer Seadrill Management AS is a President of Seadrill wholly-owned subsidiary of Seadrill, Management AS 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 27, Stavanger, Norway. Mr. Jacobsen is a citizen of Norway. Trond Brandsrud Chief Financial Seadrill Management AS is a Officer of wholly-owned subsidiary of Seadrill, Seadrill Management AS and its principal business is the commercial management of Seadrill 's subsidiaries, including the chartering and insurance of its assets. Mr. Brandsrud's principal business address is c/o Seadrill Management AS, Finnestadveien 27, 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. Dimitris 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. (vi) Mr. Fredriksen is a citizen of Cyprus and his present principal occupation is as Chairman, Chief Executive Officer, President and a Director of Frontline. 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. (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 of the Issuer held in the account of Seadrill was $6,967,840, representing the working capital of Seadrill. On March 7, 2008, Seadrill entered into a forward contract with Nordea Bank Finland plc (the "Seller") whereby Seadrill has agreed to purchase 4,689,200 shares of Common Stock from the Seller on September 9, 2008, for a purchase price of $158,396,018. Please see Item 6 herein for a discussion of the forward contract. On March 26, 2008, Seadrill entered into a second forward contract with the Seller whereby Seadrill has agreed to purchase 3,540,000 shares of Common Stock from the Seller on September 9, 2008, for a purchase price of $121,618,116. Please see Item 6 herein for a discussion of the forward contract. 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 - ------------------------------- The Reporting Persons have acquired their shares of Common Stock for investment. The Reporting Persons evaluate their investment in the shares of Common Stock on continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. The Reporting Persons reserve the right to be in contact with members of the Issuer's management, the members of the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value. The Reporting Persons reserve the right to effect transactions that would change the number of shares it may be deemed to beneficially own. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others. Item 5. Interest in Securities of the Issuer - --------------------------------------------- (a. and b.) According to the Issuer's most recent quarterly report on Form 10-Q, there were 167,764,752 shares of Common Stock issued and outstanding as of April 30, 2008. The Reporting Persons report beneficial ownership of the following shares of Common Stock: Seadrill may be deemed to beneficially own 8,429,200 shares of Common Stock, representing approximately 5.0% of the outstanding shares of Common Stock of the Issuer. Seadrill has the sole power to vote 0 shares of Common Stock and the shared power to vote 8,429,200 shares of Common Stock. Seadrill has the sole power to dispose of 0 shares of Common Stock and the shared power to dispose of 8,429,200 shares of Common Stock. Hemen may be deemed to beneficially own 8,429,200 shares of Common Stock, representing approximately 5.0% of the outstanding shares of Common Stock of the Issuer. Hemen has the sole power to vote 0 shares of Common Stock and the shared power to vote 8,429,200 shares of Common Stock. Hemen has the sole power to dispose of 0 shares of Common Stock and the shared power to dispose of 8,429,200 shares of Common Stock. Mr. Fredriksen may be deemed to beneficially own 8,429,200 shares of Common Stock, representing approximately 5.0% of the outstanding shares of Common Stock of the Issuer. Mr. Fredriksen has the sole power to vote 0 shares of Common Stock and the shared power to vote 8,429,200 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 8,429,200 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 Issuer's 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 March 7, 2008, Seadrill entered into a forward contract with the Seller whereby Seadrill has agreed to purchase 4,689,200 shares of Common Stock from the Seller on September 9, 2008, for a purchase price of $158,396,018. Attached hereto as Exhibit B is a copy of the forward contract dated March 7, 2008. On March 26, 2008, Seadrill entered into a second forward contract with the Seller whereby Seadrill has agreed to purchase 3,540,000 shares of Common Stock from the Seller on September 9, 2008, for a purchase price of $121,618,116. Attached hereto as Exhibit C is a copy of the forward contract dated March 26, 2008. - ----------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits - ----------------------------------------- Exhibit A - Joint Filing Undertaking. Exhibit B - Forward Contract dated March 7, 2008. Exhibit C - Forward Contract dated March 26, 2008. 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: July 21, 2008 SEADRILL LIMITED By: /s/ Alf C. Thorkildsen ------------------------ Name: Alf C. Thorkildsen Title: Principal Executive Officer HEMEN HOLDING LIMITED By: /s/ Dimitris Hannas ------------------------ Name: Dimitris Hannas Title: Director JOHN FREDRIKSEN By: /s/ John Fredriksen ------------------- Name: John Fredriksen Exhibit A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby executes this agreement as an exhibit to this Schedule 13D 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 jointly on behalf of each such party. Dated: July 21, 2008 SEADRILL LIMITED By: /s/ Alf C. Thorkildsen ------------------------ Name: Alf C. Thorkildsen Title: Principal Executive Officer HEMEN HOLDING LIMITED By: /s/ Dimitris Hannas ------------------------ Name: Dimitris Hannas Title: Director JOHN FREDRIKSEN By: /s/ John Fredriksen ------------------- Name: John Fredriksen Exhibit B Forward Contact dated March 7, 2008. SEADRILL LIMITED + 358 9 165 59832 Tel + 358 9 165 59825 Fax Attn: Are Fredhammer lpfi@nordea.com Mail Fax: +47 51 30 90 01 OTC PHYSICALLY-SETTLED SHARE FORWARD TRANSACTION: Nordea Bank Finland, Plc 2747 Local Derivatives Operations FIN-00020 NORDEA FINLAND SEADRILL LIMITED Attention: Are Fredhammer Fax: +47 51 30 90 01 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: 12641198 Trade Date: 07 Mar 08 Trade Time: 10:30 CET Effective Date: 12 Mar 08 Seller: Nordea Buyer: Counterparty Shares: Pride International Inc. ISIN: US74153Q1022 Number of Shares: 4689200 Forward Price: USD 33,7789 Exchange: NYSE Related Exchange(s): NYSE Valuation: Valuation Time: The Scheduled Closing Time on the relevant Exchange on the relevant Valuation Date. Valuation Date: 09 Sep 08 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 Not Applicable Consideration: Nationalization, Insolvency or Cancellation and Payment (Calculation Delisting: 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: [Redacted] Account for payments to Counterpart: PLEASE ADVISE 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 59825 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/ Bo Havresoe /s/ Anna-Kaarina Alestalo - ------------------------------------ -------------------------- Name: Bo Havresoe Name: Anna-Kaarina Alestalo Title: Head of Global Derivatives Title: Head of Local Derivatives Operations Operations Confirmed as of the date first above written: SEADRILL LIMITED - ----------------------------------- --------------------------------- Name: Name: Title: Title: Exhibit C Forward Contract dated March 26, 2008. SEADRILL LIMITED + 358 9 165 59832 Tel + 358 9 165 59825 Fax Attn: Are Fredhammer lpfi@nordea.com Mail Fax: +47 51 30 96 88 OTC PHYSICALLY-SETTLED SHARE FORWARD TRANSACTION: Nordea Bank Finland, Plc 2747 Local Derivatives Operations FIN-00020 NORDEA FINLAND SEADRILL LIMITED Attention: Are Fredhammer Fax: +47 51 30 96 88 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: 12821611 Trade Date: 26 Mar 08 Trade Time: 17:03 CET Effective Date: 28 Mar 08 Seller: Nordea Buyer: Counterparty Shares: Pride International Inc. ISIN: US74153Q1022 Number of Shares: 3540000 Forward Price: USD 34,3554 Exchange: NYSE Related Exchange(s): NYSE Valuation: Valuation Time: The Scheduled Closing Time on the relevant Exchange on the relevant Valuation Date. Valuation Date: 09 Sep 08 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 Not Applicable Consideration: Nationalization, Insolvency or Cancellation and Payment (Calculation Delisting: 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: [Redacted] Account for payments to Counterpart: PLEASE ADVISE 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 59825 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/ Bo Havresoe /s/ Anna-Kaarina Alestalo - ------------------------------------ -------------------------- Name: Bo Havresoe Name: Anna-Kaarina Alestalo Title: Head of Global Derivatives Title: Head of Local Derivatives Operations Operations Confirmed as of the date first above written: SEADRILL LIMITED - ----------------------------------- --------------------------------- Name: Harald Groseseld Name: Title: Vice President Title: SK 25542 0002 869849 v3 -----END PRIVACY-ENHANCED MESSAGE-----