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 September 2014
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
Public Offering of Common Units
In connection with a previously announced public offering (the “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 September 23, 2014 (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Barclays Capital Inc. (the “Underwriters”) and certain other parties, pursuant to which the Company agreed to sell 8,000,000 Common Units, at a price of $30.68 per Common Unit. The Offering is being registered under the Securities Act of 1933, as amended, pursuant to the Partnership’s registration statement on Form F-3 (Reg. No. 333-196286). The Offering closed on September 29, 2014. The Underwriting Agreement is attached hereto as Exhibit 1.1.
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (FILE NO. 333-196286), ORIGINALLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 2014.
ITEM 6—EXHIBITS
The following exhibits are filed as part of this Report:
| 1.1 | Underwriting Agreement dated September 23, 2014 | |
| 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 | |
| 99.1 | Press Release of the Company dated September 24, 2014 | |
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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: September 29, 2014 | By: | /s/ Graham Robjohns | ||||
| Graham Robjohns | ||||||
| Chief Executive Officer | ||||||
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