UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2013
Commission File Number 001-35704
Seadrill Partners LLC
(Exact name of Registrant as specified in its Charter)
2nd Floor, Building 11
Chiswick Business Park
566 Chiswick High Road
London, W4 5YS
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1). Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7). Yes ¨ No x
ITEM 1—INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Offering of Common Units and Concurrent Private Placement
In connection with a previously announced public offering (the “Public Offering”) of common units representing limited liability company interests (“Common Units”) in Seadrill Partners LLC (the “Company”), the Company entered into an Underwriting Agreement dated December 3, 2013(the “Underwriting Agreement”) with Citigroup, BofA Merrill Lynch, Goldman, Sachs & Co., Morgan Stanley, Wells Fargo Securities, Deutsche Bank Securities and RBC Capital Markets on behalf of the several underwriters named therein (the “Underwriters”) and certain other parties, pursuant to which the Company agreed to sell, and the Underwriters agreed to buy 11,200,000 Common Units, at a price of $28.47 per Common Unit. The public offering price in the Public Offering was $29.50 per Common Unit (the “Public Offering Price”). On December 4, 2013, the Underwriters exercised their option to purchase an additional 1,680,000 Common Units in full, to close concurrently with the Public Offering. The Public Offering is being registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form F-3 (Reg. No. 333-192053). The Public Offering closed on December 9, 2013. The Underwriting Agreement is attached hereto as Exhibit 1.1.
Also as previously announced, in connection with the offering, Seadrill Limited (“Seadrill”) agreed to purchase directly from the Company, in a concurrent private placement transaction, 3,394,916 Common Units at the Public Offering Price of $29.50 per Common Unit (the “Private Placement”), pursuant to a Unit Purchase Agreement dated December 3, 2013 (the “Unit Purchase Agreement”). The Private Placement closed on December 9, 2013. The Unit Purchase Agreement is attached hereto as Exhibit 10.1.
Pending Acquisitions
As previously announced, on December 2, 2013 the Company entered into an Contribution, Purchase and Sale Agreement (the “Contribution Agreement”) with Seadrill pursuant to which (i) Seadrill Operating LP, the Company’s 30% owned subsidiary, will acquire all of the ownership interests in the entities that own and operate the semi-submersible drilling rig, the West Leo (the “Leo Acquisition”), and (ii) Seadrill Capricorn Holdings LLC, the Company’s 51% owned subsidiary, will acquire all of the ownership interests in the entities that own and operate the semi-submersible drilling rig, the West Sirius (the “Sirius Acquisition”) from Seadrill. The Leo Acquisition and the Sirius Acquisition (collectively, the “Acquisitions”) will be accomplished through a series of purchases, contributions and assumptions of debt. The Contribution Agreement is attached hereto as Exhibit 10.2. The Company expects the Acquisitions to close within approximately 30 days following the closing of the Public Offering, subject to customary closing conditions.
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF THE REGISTRANT:
REGISTRATION STATEMENT ON FORM F-1 (NO. 333- 333-192053) ORIGINALLY FILED WITH THE SEC ON NOVEMBER 1, 2013
ITEM 6—EXHIBITS
The following exhibits are filed as part of this Report:
| 1.1 | Underwriting Agreement dated December 3, 2013. | |
| 5.1 | Opinion of Watson Farley Williams LLP. | |
| 8.1 | Opinion of Vinson & Elkins L.L.P. relating to tax matters. | |
| 8.2 | Opinion of Watson Farley Williams LLP relating to tax matters. | |
| 10.1 | Unit Purchase Agreement, dated December 3, 2013. | |
| 10.2 | Contribution, Purchase and Sale Agreement, dated December 2, 2013. | |
| 99.1 | Press release of the Company dated December 9, 2013 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SEADRILL PARTNERS LLC | ||||||
| Date: December 9, 2013 | By: | /s/ Graham Robjohns | ||||
| Graham Robjohns | ||||||
| Chief Executive Officer | ||||||
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