-----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, PF094IA27fluS0RXuxKIgcJMinB0EJ2dpBy6Byz/bP5ZgaMHb0ElNP17QhN0zZsC 3+l1XpBQsTOinDbWvMpSWw== 0000919574-09-001062.txt : 20090123 0000919574-09-001062.hdr.sgml : 20090123 20090123160244 ACCESSION NUMBER: 0000919574-09-001062 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090123 DATE AS OF CHANGE: 20090123 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: 09542406 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 d957757_13d-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 1 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) January 15, 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 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 200,000 BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 200,000 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------------------------------------------------------------------------ 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 200,000 BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 200,000 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------------------------------------------------------------------------ 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 200,000 BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 200,000 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ CUSIP NO. 74153Q102 SCHEDULE 13D The purpose of this Amendment No. 1 to the Schedule 13D is to report a reduction in beneficial ownership by the reporting persons, including Seadrill Ltd. ("Seadrill"), Hemen Holding Limited ("Hemen") and John Fredriksen (collectively, the "Reporting Persons") by virtue of Seadrill terminating two forward contracts with Nordea Bank Finland Plc ("Nordea") dated July 11, 2008 and July 14, 2008, described in the Schedule 13D of Seadrill filed with the Securities and Exchange Commission ("SEC") on December 2, 2008. On January 15, 2009, Seadrill entered into a forward contract with Nordea, effective as of January 20, 2009, whereby Seadrill agreed to purchase 8,229,200 shares of common stock of Pride International, Inc. (the "Issuer"), a Delaware corporation, from Nordea on July 18, 2009, for a purchase price of $285,647,052.88. On January 19, 2009, Seadrill entered into an additional forward contract, effective as of January 22, 2009, whereby Seadrill agreed to purchase 8,070,800 shares of the Issuer's common stock from DnB NOR Markets ("DnB") on April 20, 2009, for a purchase price of $289,128,339.20. Item 1. Security and Issuer - ---------------------------- NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON DECEMBER 2, 2008. Item 2. Identity and Background - -------------------------------- NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON DECEMBER 2, 2008. Item 3. Source and Amount of Funds or Other Consideration - ---------------------------------------------------------- The source of funds for the purchases of 200,000 shares of the Issuer's 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 January 15, 2009, Seadrill entered into a forward contract with Nordea, effective as of January 20, 2009, whereby Seadrill agreed to purchase 8,229,200 shares of the Issuer's common stock from Nordea on July 18, 2009, for a purchase price of $285,647,052.88. On January 19, 2009, Seadrill entered into an additional forward contract, effective as of January 22, 2009, whereby Seadrill agreed to purchase 8,070,800 shares of the Issuer's common stock from DnB on April 20, 2009, for a purchase price of $289,128,339.20. 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 FILED ON DECEMBER 2, 2008. 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 173,069,798 shares of the Issuer's common stock issued and outstanding as of October 28, 2008. The Reporting Persons report beneficial ownership of the following shares of the Issuer's common stock: Seadrill may be deemed to beneficially own 200,000 shares of the Issuer's common stock, representing approximately 0.0% of the outstanding shares of the Issuer's common stock. Seadrill has the sole power to vote 0 shares of the Issuer's common stock and the shared power to vote 200,000 shares of the Issuer's common stock. Seadrill has the sole power to dispose of 0 shares of the Issuer's common stock and the shared power to dispose of 200,000 shares of the Issuer's common stock. Hemen may be deemed to beneficially own 200,000 shares of the Issuer's common stock, representing approximately 0.0% of the outstanding shares of the Issuer's common stock. Hemen has the sole power to vote 0 shares of the Issuer's common stock and the shared power to vote 200,000 shares of the Issuer's common stock. Hemen has the sole power to dispose of 0 shares of the Issuer's common stock and the shared power to dispose of 200,000 shares of the Issuer's common stock. Mr. Fredriksen may be deemed to beneficially own 200,000 shares of the Issuer's common stock, representing approximately 0.0% of the outstanding shares of the Issuer's common stock. Mr. Fredriksen has the sole power to vote 0 shares of the Issuer's common stock and the shared power to vote 200,000 shares of the Issuer's common stock. Mr. Fredriksen has the sole power to dispose of 0 shares of the Issuer's common stock and the shared power to dispose of 200,000 shares of the Issuer's 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 the Issuer's 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.) On January 15, 2009, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer's common stock. - ----------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On January 15, 2009, Seadrill terminated its forward contract with Nordea dated July 14, 2008 and on January 19, 2009, Seadrill terminated its forward contract with DnB dated July 11, 2008. On January 15, 2009, Seadrill entered into a forward contract with Nordea, effective as of January 20, 2009, whereby Seadrill agreed to purchase 8,229,200 shares of the Issuer's common stock from Nordea on July 15, 2009, for a purchase price of $285,647,052.88. On January 19, 2009, Seadrill entered into an additional forward contract, effective as of January 22, 2009, whereby Seadrill agreed to purchase 8,070,800 shares of the Issuer's common stock from DnB on April 20, 2009, for a purchase price of $289,128,339.20. - ----------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits - ----------------------------------------- Exhibit A - Joint Filing Undertaking. Exhibit B - Forward Contract dated January 15, 2009. Exhibit C - Forward Contract dated January 19, 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: January 23, 2009 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: January 23, 2009 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 January 15, 2009. SEADRILL LIMITED Attn: Are Fredhammer + 358 9 165 59832 Tel Fax: +47 51 30 96 88 + 358 9 165 59311 Fax lpfi@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 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: 16794100 Trade Date: 15 Jan 09 Trade Time: 18:54 CET Effective Date: 20 Jan 09 Seller: Nordea Buyer: Counterparty Shares: PRIDE INTERNATIONAL INC ISIN: US74153Q1022 Number of Shares: 8.229.200 Forward Price: USD 34,7114 Exchange: NEW YORK STOCK EXCHANGE Related Exchange(s): NYSE Valuation Valuation Time: The Scheduled Closing Time on the relevant Exchange on the relevant Valuation Date. Valuation Date: 15 Jul 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 Early Exercise Applicable for counterparty on any Schedule Trading Day until Valuation Date (Early Exercise Date). The Early Exercise Date will then be the Valuation Date. Share Adjustments Method of Adjustments: Calculation Agent Adjustment Extraordinary Events: Consequences of Merger Events: Share for Share: Modified Calculation Agent Adjustment Share for Other: Modified Calculation Agent Adjustment Share for Combined: Modified Calculation Agent Adjustment Determining Party: Nordea Tender Offer: Applicable Consequences of Tender Offers: Share for Share: Modified Calculation Agent Adjustment Share for Other: Modified Calculation Agent Adjustment Share for Combined: Modified Calculation Agent Adjustment Determining Party: Nordea Composition of Combined Consideration: Not Applicable Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination) Determining Party: Nordea Additional Disruption Events: Change in Law: Applicable Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Hedging Party: Nordea Increased Cost of Hedging: Applicable Hedging Party: Nordea Loss of Stock Borrow: Not Applicable Hedging Party: Nordea Increased Cost of Stock Borrow: Not Applicable Determining Party: Nordea Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable 3. Calculation Agent: Nordea 4. Account Details: Account for payment to Nordea: We will debit your USD account 271269-8302 at NORDEA BANK FINLAND PLC Account for payments to Counterpart: We will credit your USD account at NORDEA BANK FINLAND PLC 5. Offices: (a) The Office of Nordea Bank Finland Plc for the Transaction is Helsinki; and (b) The office of Counterpart for the Transaction is Stavanger 6. Transfer: Notwithstanding anything in the Confirmation or the Agreement, Nordea may assign its rights and obligations under this Transaction, in whole and not in part, to any affiliate of Nordea effective upon delivery to Counterpart of a written notification thereof. 7. Governing Law: English Law Contact information relating to Nordea Settlement: Nordea Bank Finland Plc 2747 Local Derivatives Operations Aleksis Kiven katu 9 FIN-00020 Nordea fax. + 358 9 165 59311 tel. + 358 9 165 59832 Legal: Nordea Bank Finland Plc 2948 Debt and Structured Finance Legal, Aleksis Kiven katu 3-5 FIN-00020 Nordea fax. + 358 9 627 956 tel. + 358 9 165 59316 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter or telex substantially similar to this letter, which letter or telex sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. Yours sincerely, Nordea Bank Finland Plc - ---------------------------------- ---------------------------------- 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 January 19, 2009. Seadrill Ltd C/O Seadrill Management AS P. 0. Box 110 N-4001 STAVANGER Bergen, 19.01.2009 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: January 19th 2009 Time: CET 11:00 Buyer: Seadrill Limited Buyers number/safe acc: Deposit account pledged as collateral: Seller: DnB NOR Bank ASA - DnB NOR Markets Sellers settlement account no.: Underlying Shares: PRIDE INTL INC (PDE) Number of Shares: 8,070,800 Forward price per Share: USD 35.824 Total Purchase Price: USD 289,128,339.20 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: April 20th 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 entitled to carry out such measures as set out in this contract, cfr. Default. Address for Notices to the Buyer: Seadrill Limited c/o Seadrill Management AS P.O. Box 110 N-4001 STAVANGER Attention: Harald Grosfjeld E-mail: harald.grosteld@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.O. Box 7100 N-5020 BERGEN Attention: Securities Finance Phone: +47 55 21 96 69 Fax: +47 56 12 87 80 To achieve additional collateral being received the same day notice to Buyer will be given by phone or fax. Fax shall be deemed received when a confirmed answerback is received at the end of the transmission. However if a communication is received after business hours on any business day or on a day which is not a business day in the place of receipt it shall be deemed to be received and become effective on the next business day in the place of receipt. Default: In the event of a default, including failure on the part of the Buyer to furnish necessary collateral by the stipulated deadline, DnB NOR Markets, without the necessity of initiating legal or other proceedings, has the right to use some or all of the pledged collateral to cover secured claims. If the realisation of the pledged collateral does not cover the Total Purchase Price, DnB NOR Markets is entitled to sell Underlying Shares, for the Buyer's account and risk, to cover the Total Purchase Price. Such sales shall be at the stock market price or another price that is considered to be reasonable given the market position set by DnB NOR Markets as Calculation Agent. The Buyer is liable for any outstanding, uncovered portion of the Total Purchase Price and is not limited to the balance on the collateral account at the time in question. The Buyer is liable and shall indemnify Seller for any loss, expence or obligation of whatever kind incurred by the Buyer as a direct or indirect consequence of The Buyers Default. Calculation Agent: DnB NOR Markets Adjustments: In the event of changes in the share capital or other special circumstances in the company that issued the Underlying Shares, this contract shall be adjusted by DnB NOR Markets as Calculation Agent in accordance with the rules for Trades in Derivative Contracts on the Oslo Stock Exchange and the rules for Clearing of Trades in Derivative Contacts in VPS Clearing ASA to the extent that this is appropriate. The same applies in the event that the Underlying shares have been delisted on the Settlement Day. Relationship Between Parties: Each party will be deemed to represent to the other party on the date on which it enters into a Contract that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Contract): (a) Non-Reliance: It is acting for its own account, and it has made its own independent decisions to enter into that Contract and as to whether that Contract is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or a recommendation to enter into that Contract; it being understood that information and explanations related to the terms and conditions of a Contract shall not be considered investment advice or a recommendation to enter into that Contract. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Contract. (b) Assessment and Understanding: It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Contract. It is also capable of assuming, and assumes, the risk of that Contract. The relevant balance on the collateral account does not constitute an upper limit for loss the Buyer could incur and the Byers liability for the Contract is not limited to this amount. (c) Status of the Parties: The other party is not acting as a fiduciary for or an advisor to it in respect of that Contract. (d) Responsibility It is the responsibility of the Buyer to comply with any reporting or disclosure requirements or other obligations according to laws and/or regulations as they apply from time to time. (e) Governing Law: Any disputes under the Contract shall be decided according to Norwegian law with the Oslo municipal court as the agreed court of venue. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us at your earliest convenience to: DnB NOR Bank ASA DnB NOR Markets KSC P. 0. Box 7100 N-5020 BERGEN Yours sincerely, Confirmed as of the date first above written: for DnB NOR Bank ASA for Seadrill Limited Name: Marianne Helvik Name: Title: Operational Officer Title: Name: Lene T. Barikmo Title: Operational Officer 25542 0002 957757 -----END PRIVACY-ENHANCED MESSAGE-----