Millennium Offshore Services Superholdings, LLC

Transcription

1 LISTING PARTICULARS NOT FOR GENERAL CIRCULATION IN THE UNITED STATES 22JAN Millennium Offshore Services Superholdings, LLC $225,000, % Senior Secured Notes due 2018 Millennium Offshore Services Superholdings, LLC (the Issuer ) is offering (the Offering ) $225 million aggregate principal amount of its 9 1 2% Senior Secured Notes due 2018 (the Notes ). The Issuer will pay interest on the Notes semi-annually on each February 15 and August 15, commencing August 15, Prior to February 15, 2015, the Issuer may redeem all or a portion of the Notes at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest and additional amounts, if any, and a make-whole premium. At any time on or after February 15, 2015, the Issuer may redeem all or a portion of the Notes at the prices specified herein plus accrued and unpaid interest and additional amounts, if any. In addition, prior to February 15, 2015, the Issuer may redeem at its option up to 35% of the aggregate principal amount of the Notes with the net proceeds from certain equity offerings at a price equal to % of the aggregate principal amount thereof plus accrued and unpaid interest and additional amounts, if any. Upon the occurrence of certain change of control events together with a downgrade or withdrawal of a rating from certain rating agencies within 90 days following the occurrence of such events, the Issuer is required to make an offer to purchase the Notes at a price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and additional amounts, if any. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest and additional amounts, if any. The Notes will be senior obligations of the Issuer and be initially guaranteed (the Guarantees ) on a senior basis by all of the Issuer s material subsidiaries (collectively, the Guarantors ). The Notes and the Guarantees will be secured by firstranking security over (i) all of the limited liability company interests in the Issuer; (ii) all of the limited liability company interests or capital stock, as the case may be, in each Guarantor; (iii) material bank accounts of the Issuer and each Guarantor (for the avoidance of doubt, excluding any bank accounts in Egypt and Australia existing on the Issue Date); (iv) all vessels of the Issuer and each Guarantor (other than the Trident One asset); (v) an assignment of insurances of the Issuer and each Guarantor; (vi) the proceeds of customer contracts and the proceeds of any other vessel earnings, in each case, received by the Issuer and each Guarantor; (vii) requisition proceeds of the Issuer and each Guarantor; (viii) equipment, inventory and intercompany receivables of the Issuer and each Guarantor; (ix) any shareholder loans from Millennium Offshore Services, LLC to the Issuer or any Guarantor; and (x) in the case of any Guarantor organized in Singapore, substantially all of the assets of such Guarantor (the Collateral ). The Issuer and the Guarantors will also be permitted to secure a limited amount of future revolving credit facility debt on the Collateral which will receive priority with respect to any proceeds received upon any enforcement action over the Collateral. See Summary of the Offering Security. The Notes will be represented on the issue date by one or more global notes, which will be delivered through The Depository Trust Company ( DTC ), on or about February 14, 2013 (the Issue Date ). These Listing Particulars include information on the terms of the Notes and the Guarantees, including redemption and repurchase prices, security, covenants and transfer restrictions. There is currently no market for the Notes. Application has been made to list the Notes on the Official List of the Irish Stock Exchange and for the Notes to be admitted to trading on its Global Exchange Market. Investing in the Notes involves a high degree of risk. See Risk Factors beginning on page 21. Issue Price: 100% plus accrued interest from the Issue Date The Notes and the Guarantees have not been, and will not be, registered under the U.S. federal securities laws or the securities laws of any other jurisdiction. The Notes are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the Securities Act ), and to non-u.s. persons outside the United States in accordance with Regulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder. See Notice to Investors for additional information about eligible offerees and transfer restrictions. Global Coordinator and Bookrunner Goldman Sachs International Co-Manager ABN AMRO The date of these Listing Particulars is March 8, 2013

2 IMPORTANT INFORMATION ABOUT THE OFFERING We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in these Listing Particulars. You must not rely on unauthorized information or representations. These Listing Particulars do not offer to sell or solicit offers to buy any of the Notes in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the Notes. The information in these Listing Particulars is current only as of the date on the cover page, and our business or financial condition, along with other information in these Listing Particulars, may change after that date. For any time after the cover date of these Listing Particulars we do not represent that our affairs are the same as described or that the information in these Listing Particulars is correct, nor do we imply those things by delivering these Listing Particulars or selling securities to you. None of the Issuer, the Guarantors (as defined herein), nor Goldman Sachs International nor ABN AMRO Securities (USA) LLC (together, the Initial Purchasers ), represents that the information herein is complete. The Issuer and the Initial Purchasers are offering to sell the Notes only in places where offers and sales are permitted. IN CONNECTION WITH THE OFFERING, GOLDMAN SACHS INTERNATIONAL (THE STABILIZATION MANAGER ) OR PERSONS ACTING ON BEHALF OF THE STABILIZATION MANAGER MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE CAN BE NO ASSURANCES THAT THE STABILIZATION MANAGER OR PERSONS ACTING ON BEHALF OF THE STABILIZATION MANAGER WILL UNDERTAKE ANY SUCH STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE ON WHICH THE APPLICABLE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZATION MANAGER (OR PERSON(S) ACTING ON BEHALF OF THE STABILIZATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. The Issuer is offering the Notes and the Guarantors are issuing the Guarantees in reliance on exemptions from the registration requirements of the Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. The Notes have not been registered with, recommended by or approved by the U.S. Securities and Exchange Commission (the SEC ) or any other securities commission or regulatory authority, nor has the SEC or any such securities commission or authority passed upon the accuracy or adequacy of these Listing Particulars. Any representation to the contrary is a criminal offense in the United States. These Listing Particulars are being provided for informational use solely in connection with consideration of a purchase of the Notes to: (a) investors that the Issuer reasonably believes to be qualified institutional buyers as defined in Rule 144A under the Securities Act ( Rule 144A ); and (b) to certain persons in offshore transactions complying with Rule 903 or Rule 904 of Regulation S under the Securities Act ( Regulation S ). Their use for any other purpose is not authorized. These Listing Particulars may not be copied or reproduced in whole or in part nor may they be distributed or any of their contents be disclosed to anyone other than the qualified institutional buyers described in (d) above or to persons considering a purchase of the Notes in offshore transactions described in (e) above. These Listing Particulars are for distribution only to persons who are: (a) investment professionals, as such term is defined in Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order ); (b) persons falling within Article 49(2)(a) to (d) ( high net worth companies, unincorporated associations, etc. ) of the Financial Promotion Order; i

3 (c) outside the United Kingdom; or (d) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the U.K. Financial Services and Markets Act 2000 ( FSMA ) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as relevant persons ). These Listing Particulars are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which these Listing Particulars relate is available only to relevant persons and will be engaged in only with relevant persons. These Listing Particulars have been prepared on the basis that all offers of the Notes will be made pursuant to an exemption under Article 3 of Directive 2003/71/EC (the Prospectus Directive ), as implemented in member states of the European Economic Area (the EEA ), from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer within the EEA of the Notes should do so only in circumstances in which no obligation arises for the Issuer or the Initial Purchasers to produce a prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do we or the Initial Purchasers authorize, the making of any offer of the Notes through any financial intermediary, other than offers made by the Initial Purchasers that constitute the final placement of the Notes contemplated in the Offering Memorandum. We have prepared these Listing Particulars solely for use in applying to the Irish Stock Exchange for the Notes to be listed on its Official List and admitted to trading on the Global Exchange Market of the Irish Stock Exchange. In the United States, you may not distribute these Listing Particulars or make copies of them without our prior written consent other than to people you have retained to advise you in connection with the Offering. You are not to construe the contents of these Listing Particulars as investment, legal or tax advice. You should consult your own legal counsel, accountant and other advisers as to legal, tax, business, financial and related aspects of a purchase of the Notes. You are responsible for making your own examination of us and your own assessment of the merits and risks of investing in the Notes. We are not, and the Initial Purchasers are not, making any representation to you regarding the legality of an investment in the Notes by you. The information contained in these Listing Particulars has been furnished by us and other sources we believe to be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers as to the accuracy or completeness of any of the information set out in these Listing Particulars, and nothing contained in these Listing Particulars is or shall be relied upon as a promise or representation by the Initial Purchasers, whether as to the past or the future. These Listing Particulars contain summaries, believed to be accurate, of certain of the terms of specified documents and copies of certain of the summarized documents will be made available by us upon request for the complete information contained in such documents. Copies of such documents and other information relating to the issuance of the Notes will also be available for inspection at the specified offices of the Paying Agent (as defined in these Listing Particulars). All summaries of such documents contained herein are qualified in their entirety by this reference. The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the information contained in these Listing Particulars is in accordance with the facts and does not omit anything that would make the information contained herein misleading in any material respect. No person is authorized in connection with the Offering to give any information or to make any representation not contained in these Listing Particulars, and, if given or made, any other information or representation must not be relied upon as having been authorized by us or the Initial Purchasers. The Issuer reserves the right to withdraw the Offering at any time, and the Issuer and the Initial Purchasers reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to you less than the full amount of Notes subscribed for by you. These Listing Particulars do not constitute an offer to sell or an invitation to subscribe for or purchase any of the Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation. You must comply with all laws that apply to you in any place in which you buy, offer or sell any Notes or possess these Listing Particulars. You must also obtain any consents or approvals that you need in order to purchase any Notes. Neither the Issuer nor any of the Initial Purchasers is responsible for your compliance with these legal requirements. ii

4 The distribution of these Listing Particulars and the offer and sale of the Notes may be restricted by law in some jurisdictions. Persons into whose possession these Listing Particulars or any of the Notes come must inform themselves about, and observe any restrictions on the transfer and exchange of, the Notes. The Notes are subject to restrictions on resale and transfer as described under Plan of Distribution and Notice to Investors. In particular, there are restrictions on the distribution of these Listing Particulars and the offer or sale of the Notes in the United States, the United Kingdom, the Kingdom of Saudi Arabia, the State of Qatar (excluding the Qatar Financial Centre (the QFC)), the Kingdom of Bahrain, the United Arab Emirates (excluding the Dubai International Financial Centre) and the Dubai International Financial Centre. By purchasing any Notes, you will be deemed to have made certain acknowledgments, representations and agreements as described in those sections of these Listing Particulars. You may be required to bear the financial risks of investing in the Notes for an indefinite period of time. The Notes will be available initially only in book-entry form. The Issuer expects that the Notes offered and sold in the United States to qualified institutional buyers (as defined in Rule 144A) in reliance upon Rule 144A will be represented by beneficial interests in one or more permanent global notes in fully registered form without interest coupons (the Rule 144A Global Notes ). The Issuer expects that the Notes offered and sold outside the United States to non-u.s. persons (as defined in Regulation S) pursuant to Regulation S will be initially represented by beneficial interests in one or more temporary global notes in registered global form (the Temporary Regulation S Global Notes ). Interests in the Temporary Regulation S Global Notes will be exchangeable for interests in one or more corresponding permanent Regulation S global notes in registered global form (the Permanent Regulation S Global Notes and, together with the Temporary Regulation S Global Notes, the Regulation S Global Notes ) not earlier than the later of (i) the distribution compliance period as defined in Regulation S and (ii) the first day on which certification of non-u.s. ownership is provided to the trustee as described under Book-Entry, Delivery and Form Transfers. The Rule 144A Global Notes and the Regulation S Global Notes (collectively, the Global Notes ) will be deposited with DTC. Notes shall be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. See Book-Entry, Delivery and Form for further discussion of these matters. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED ( RSA 421-B ) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO U.S. INVESTORS The Notes have not been approved or disapproved by the SEC or any other securities commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have the foregoing authorities reviewed or passed upon or endorsed the merits of the Offering or the accuracy or the adequacy of these Listing Particulars. Any representation to the contrary is a criminal offence in the United States. Each purchaser of Notes will be deemed to have made the representations, warranties and acknowledgements that are described in these Listing Particulars under Notice to Investors. The Notes have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain further restrictions on resale or transfer of the Notes, see Notice to Investors. The Notes may not be offered to the public within any jurisdiction. By accepting delivery of these Listing Particulars, you agree not to offer, sell, resell, transfer or deliver, directly or indirectly, any Note to the public. iii

5 NOTICE TO CERTAIN EUROPEAN AND OTHER INVESTORS European Economic Area. These Listing Particulars have been prepared on the basis that all offers of the Notes will be made pursuant to an exemption under Article 3 of the Prospectus Directive, as implemented in member states ( Member States ) of the EEA, as amended by Directive 2010/73/EU of November 24, 2010 (the 2010 PD Amending Directive ) and to the extent implemented in the Member States, from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer within the EEA of the Notes should only do so in circumstances in which no obligation arises for the Issuer or the Initial Purchasers to produce a prospectus for such offer. Neither the Issuer nor any of the Initial Purchasers has authorized, nor do they authorize, the making of any offer of Notes through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the final placement of the Notes contemplated in the Offering Memorandum. In relation to each of the Member States of the EEA that has implemented the Prospectus Directive (each, a Relevant Member State ), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, the offer of Notes which are the subject of the Offering contemplated by the Offering Memorandum is not being made and will not be made to the public in that Relevant Member State other than: (a) to any legal entity that is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Initial Purchaser or Initial Purchasers nominated by the Issuer for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Notes shall require the publication by the Issuer or any Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive other than in reliance of Article 3(2)(b). For the purposes of this provision, the expression offer of notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. Each subscriber for or purchaser of the Notes in the Offering located within a member state of the EEA will be deemed to have represented, acknowledged and agreed that it is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates, and others will rely upon the trust and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor and who has notified the Initial Purchasers of such fact in writing may, with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the Notes in the Offering. Austria. These Listing Particulars have not been or will not be approved and/or published pursuant to the Austrian Capital Markets Act (Kapitalmarktgesetz), as amended. Neither these Listing Particulars nor any other document connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither these Listing Particulars nor any other document connected therewith may be distributed, passed on or disclosed to any other person in Austria. No steps may be taken that would constitute a public offering of the Notes in Austria and the Offering of the Notes may not be advertised in Austria. Any offer of the Notes in Austria will be made only in compliance with the provisions of the Austrian Capital Markets Act and all other laws and regulations in Austria applicable to the offer and sale of the Notes in Austria. France. These Listing Particulars have not been prepared in the context of a public offering in France within the meaning of Article L of the Code Monétaire et Financier and Title I of Book II of the Règlement Général de l Autorité des Marchés Financiers (the AMF ) and therefore have not been submitted for clearance to the AMF. Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France, and offers and sales of the Notes will only be made in France to providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d investissement de gestion de portefeuille pour le compte de tiers) and/or to iv

6 qualified investors (investisseurs qualifiés) and/or to a closed circle of investors (cercle restreint d investisseurs) acting for their own accounts, as defined in and in accordance with Articles L and D to D , D , D and D of the Code Monétaire et Financier. Neither these Listing Particulars nor any other offering material may be distributed to the public in France or used in connection with any offer to the public in France. No direct or indirect distribution of any Notes so acquired shall be made to the public in France other than in compliance with applicable laws and regulations relating to a public offering (and in particular Articles L , L and L of the Code Monétaire et Financier). Germany. The Notes may be offered and sold in Germany only in compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation No. (EC) 809/2004 of April 29, 2004 as amended, or any other laws applicable in Germany governing the issue, offering and sale of securities. These Listing Particulars have not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or Directive 2003/71/EC and, accordingly, the Notes may not be offered publicly in Germany. These Listing Particulars have not been and will not be submitted to, nor have they been nor will they be approved by, the Bundesanstalt für Finanzdienstleistungsaufsicht, the German Financial Services Supervisory Authority. The Notes must not be distributed within Germany by way of a public offer, public advertisement or in any similar manner, and these Listing Particulars and any other document relating to the Notes, as well as information contained therein, may not be supplied to the public in Germany or used in connection with any offer for subscription of Notes to the public in Germany. Consequently, in Germany, the Notes will only be available to, and these Listing Particulars and any other offering material in relation to the Notes are directed only at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the German Securities Prospectus Act. These Listing Particulars and other offering materials relating to the Offering may not be distributed to any person or entity other than the recipients hereof. Grand Duchy of Luxembourg. The terms and conditions relating to these Listing Particulars have not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering or sale in the Grand Duchy of Luxembourg ( Luxembourg ). Accordingly, the Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and neither these Listing Particulars nor any other circular, prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in Luxembourg, except in circumstances that do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities. Hong Kong. The Notes and Guarantees may not be offered or sold by means of any document other than (a) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (b) to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (c) in other circumstances which do not result in the document being a prospectus within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder. Italy. No action has been or will be taken that could allow an offering of the Notes to the public in the Republic of Italy. Accordingly, the Notes may not be offered or sold directly or indirectly in the Republic of Italy, and neither these Listing Particulars nor any other offering circular, prospectus, form of application, advertisement, other offering material or other information relating to the Issuer or the Notes may be issued, distributed or published in the Republic of Italy, except under circumstances that will result in compliance with all applicable laws, orders, rules and regulations. The Notes cannot be offered or sold to any natural persons or to entities other than qualified investors (according to the definition provided for by the Prospectus Directive) either on the primary or on the secondary market. v

7 Japan. The Notes and Guarantees have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law ) and the Initial Purchasers have agreed that they will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan. Kingdom of Bahrain. The Central Bank of Bahrain and the Bahrain Stock Exchange assume no responsibility for the accuracy and completeness of the statements and information contained in these Listing Particulars and expressly disclaim any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents of these Listing Particulars. Each potential investor resident in Bahrain intending to subscribe for the Notes (each, a potential investor ) may be required to provide satisfactory evidence of identity and, if so required, the source of funds to purchase the Notes within a reasonable time period determined by the Issuer and the Initial Purchasers. Pending the provision of such evidence, an application to subscribe for the Notes will be postponed. If a potential investor fails to provide satisfactory evidence within the time specified, or if a potential investor provides evidence but none of the Issuer and the Initial Purchasers are satisfied therewith, its application to subscribe for Notes may be rejected, in which event any money received by way of application will be returned to the potential investor (without any additional amount added thereto and at the risk and expense of such potential investor). In respect of any potential investors, the Issuer and the Trustee will comply with Bahrain s Legislative Decree No. (4) of 2001 with respect to Prohibition and Combating of Money Laundering and various Ministerial Orders issued thereunder, including, but not limited to, Ministerial Order No. (7) of 2001 with respect to Institutions Obligations Concerning the Prohibition and Combating of Money Laundering. Kingdom of Saudi Arabia. These Listing Particulars may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority of the Kingdom of Saudi Arabia (the Capital Market Authority ). Any investor in the Kingdom of Saudi Arabia or who is a Saudi person (a Saudi Investor ) who acquires Notes pursuant to an offering should note that the offer of Notes is an offer to Sophisticated Investors (as defined in Article 10 of the Offer of Securities Regulations as issued by the Board of the Capital Market Authority resolution number dated 4 October 2004 and amended by the Board of the Capital Market Authority resolution number dated 18 August 2008 (the KSA Regulations ) for the purposes of Article 9 of the KSA Regulations. The offer of the Notes will only be directed at Sophisticated Investors. Goldman Sachs Saudi Arabia, an authorised person as defined in the Glossary of Defined Terms Used in the Regulations and Rules of the Capital Market Authority (an Authorised Person ) represents and agrees that the Notes to be issued have not and will not be offered or sold in the Kingdom of Saudi Arabia other than in compliance with the KSA Regulations, through an Authorised Person and following a notification to the Capital Market Authority under the KSA Regulations. The offer of Notes shall not therefore constitute a public offer pursuant to the KSA Regulations, but is subject to the restrictions on secondary market activity under Article 17 of the KSA Regulations. Any Saudi Investor who has acquired Notes as a Sophisticated Investor may not offer or sell those Notes to any person unless the offer or sale is made through an Authorized Person appropriately licensed by the Capital Market Authority and: (a) the Notes are offered or sold to a Sophisticated Investor; (b) the price to be paid for the Notes in any one transaction is equal to or exceeds SR 1 million or an equivalent amount; or (c) the offer or sale is otherwise in compliance with Article 17 of the KSA Regulations: The Capital Market Authority does not make any representations as to the accuracy or completeness of these Listing Particulars, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of these Listing Particulars. Prospective purchasers of the Notes should conduct their own due diligence on the accuracy of the information relating to the Notes. If a prospective purchaser does not understand the contents of these Listing Particulars he or she should consult an authorized financial adviser. The Netherlands. The Notes may only be offered, sold, transferred or delivered to the public in The Netherlands to qualified investors (as defined in the Prospectus Directive). vi

8 Qatar. These Listing Particulars are not intended to constitute an offer, sale or delivery of bonds or other debt financing instruments under the laws of the State of Qatar ( Qatar ). The Notes have not been and will not be authorized by the Qatar Financial Markets Authority (the QFMA ), the Qatar Financial Center Regulatory Authority or the Qatar Central Bank in accordance with their regulations or any other regulations in Qatar. The Notes and interests therein will not be offered to investors domiciled or resident in Qatar and do not constitute debt financing in Qatar under the Commercial Companies Law No. (5) of 2002 (the Commercial Companies Law) or otherwise under any laws of Qatar. Singapore. These Listing Particulars have not been registered as a prospectus with the Monetary Authority of Singapore and the Notes are offered by the Issuer pursuant to the exemptions invoked under Sections 274 and 275 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ). Accordingly, these Listing Particulars and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (a) to an institutional investor under Section 274 of the SFA; (b) to a relevant person pursuant to Section 275 (1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Notes and Guarantees are subscribed or purchased under Section 275 by a relevant person which is: (i) a corporation (which is not an accredited investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the trustee is not an accredited investor as defined in Section 4A of the SFA) whose sole purpose is to hold investments and each beneficiary is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (A) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (B) where no consideration is or will be given for the transfer; (C) where the transfer is by operation of law; (D) as specified in Section 276(7) of the SFA; or (E) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. Spain. The Offering has not been registered with the Comisión Nacional del Mercado de Valores and therefore the Notes may not be offered in Spain by any means, except in circumstances that do not qualify as a public offer of securities in Spain in accordance with article 30 bis of the Securities Market Act ( Ley 24/1988, de 28 de julio del Mercado de Valores ) as amended and restated, or pursuant to an exemption from registration in accordance with article 41 of the Royal Decree 1310/2005 ( Real Decreto 1310/2005, de 4 de noviembre por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos ). Sweden. These Listing Particulars are not a prospectus and have not been prepared in accordance with the prospectus requirements provided for in the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) nor any other Swedish public body has examined, approved or registered these Listing Particulars or will examine, approve or register these Listing Particulars. Accordingly, these Listing Particulars may not be made available, nor may the Notes vii

9 otherwise be marketed and offered for sale, in Sweden other than in circumstances that are deemed not to be an offer to the public under the Swedish Financial Instruments Trading Act. Switzerland. The Notes offered hereby are being offered in Switzerland on the basis of a private placement only. These Listing Particulars do not constitute a prospectus within the meaning of Art. 652A of the Swiss Federal Code of Obligations. United Arab Emirates (including the Dubai International Financial Centre). The Notes have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, these Listing Particulars do not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and are not intended to be a public offer. These Listing Particulars have not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority. These Listing Particulars relate to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ( DFSA ). These Listing Particulars are intended for distribution only to persons of a type specified in those Rules. They must not be delivered to, or relied on, by any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved these Listing Particulars nor taken steps to verify the information set out in them, and has no responsibility for them. The Notes to which these Listing Particulars relate may be illiquid and/or subject to restrictions on their re-sale. Prospective purchasers of the Notes offered should conduct their own due diligence on the Notes. If you do not understand the contents of these Listing Particulars you should consult an authorized financial adviser. United Kingdom. These Listing Particulars are for distribution to, and are directed solely at persons who (a) are investment professionals, as such term is defined in Article 19(5) of the Financial Promotion Order, (b) are persons falling within Article 49(2)(a) to (d) ( high net worth companies, unincorporated associations, etc. ) of the Financial Promotion Order, (c) are outside the United Kingdom, or (d) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as relevant persons ). These Listing Particulars are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which these Listing Particulars relate is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on these Listing Particulars or any of their contents. THESE LISTING PARTICULARS CONTAIN IMPORTANT INFORMATION WHICH YOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES. viii

10 FORWARD-LOOKING STATEMENTS These Listing Particulars contain forward-looking statements within the meaning of the U.S. federal securities laws regarding future financial performance and results and other statements that are not historical facts. The words believe, anticipate, plan, expect, project, estimate, predict, intend, target, assume, may, could, will and similar expressions are intended to identify such forward-looking statements. Such statements are made on the basis of assumptions and expectations that we believe to be reasonable as of the date of the Offering Memorandum, but may prove to be erroneous. Such forward-looking statements involve known and unknown risks and uncertainties and other factors which may cause our actual results, business, financial condition, results of operations, performance or achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, those more fully described in Risk Factors and elsewhere in these Listing Particulars. The risks and uncertainties we face going forward which could affect the accuracy of these forward-looking statements include, but are not limited to: our ability to win new contracts and extend existing contracts on favorable terms; early termination of our ASV contracts by our customers on varying notice periods; changes to our backlog; sustained decreases in oil and gas prices, which may impact the level of activity in the oil and gas industry and demand for our ASVs; limitations on the contracts for which we can tender; our reliance on a small number of customers and ASVs; our status as subcontractor under some of our contracts; time and cost overruns associated with mobilization and demobilization; our ability to effectively compete in the event the supply of ASVs in the accommodation services industry increases or other vessel types enter the ASV market; fluctuations to our operating and maintenance costs that are not in proportion to changes in our operating revenue, and economic viability of continued maintenance of our ASVs as they age; delay or inability to obtain appropriate third party certifications for our ASVs; limitations on customers we can service and jurisdictions in which we can operate due to the age of our fleet; delays or cost overruns in the construction of new ASVs or the conversion of drilling rigs into ASVs; our dependence on contractors and subcontractors for a number of services; adverse economic, social or political conditions in any of the several different countries in which we operate; the outbreak of communicable diseases or other public health threats in the regions in which we operate; the operating hazards associated with our business, and our ability to insure all potential losses, liabilities and damage related to our activities; the costs, liabilities and operational restrictions imposed by applicable law, including in the areas of health and safety and environmental protection; our ability to comply with anti-corruption laws; the outcome of any litigation or threatened litigation; the tax laws in the countries in which we operate or changes thereto or to our tax profile; our ability to recruit, retain and develop qualified personnel; and our dependence on our senior personnel. ix

11 Should one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, our actual results, business, financial condition, results of operations, performance or achievements or industry results may vary materially from those indicated. We therefore caution investors and prospective investors against relying on any of these forward-looking statements. Except as required by law or regulation, we assume no obligation to update such forward-looking statements or to update the reasons for which actual results could differ materially from those anticipated in such forward-looking statements. x

12 PRESENTATION OF FINANCIAL AND OTHER INFORMATION Financial Information The financial statements presented herein are the consolidated financial statements of the Issuer. All of the financial information in these Listing Particulars is presented in U.S. dollars, except as otherwise indicated. These Listing Particulars contain: the audited consolidated financial statements of the Issuer as of and for the years ended December 31, 2009, 2010 and 2011, which are included elsewhere in these Listing Particulars, and have been prepared in accordance with International Financial Reporting Standards ( IFRS ); and the unaudited interim condensed consolidated financial statements of the Issuer as of and for the nine months ended September 30, 2011 and 2012, which are included elsewhere in these Listing Particulars, and have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ( IAS 34 ). IFRS and IAS differ in certain material respects from U.S. generally accepted accounting principles ( U.S. GAAP ). Consequently, the audited consolidated financial statements and the unaudited interim condensed consolidated financial statements included herein are not comparable to the financial statements of companies prepared in accordance with U.S. GAAP. These Listing Particulars do not include a full explanation of the principal differences or reconciliation between IFRS or IAS and U.S. GAAP. These Listing Particulars also include unaudited consolidated pro forma financial data which has been adjusted to reflect certain effects of the Offering (including the application of the net proceeds therefrom in the manner set forth herein under Use of Proceeds ) on the net debt and cash interest expense of the Issuer as of and for the nine months ended September 30, The unaudited consolidated pro forma financial data has been prepared for illustrative purposes only and does not purport to represent what the actual consolidated net debt or cash interest expense of the Issuer would have been if the Offering had occurred (i) on September 30, 2012 for the purposes of the calculation of net debt and (ii) on October 1, 2011 for the purposes of the calculation of cash interest expense, nor do they purport to project the Issuer s consolidated financial position and net financial expenses for any future date. The unaudited pro forma adjustments and the unaudited pro forma financial data set out in these Listing Particulars are based on available information and certain assumptions and estimates that we believe are reasonable and may differ materially from the actual adjusted amounts. The unaudited pro forma financial data has not been prepared in accordance with the requirements of Regulation S-X of the Securities Act, the Prospectus Directive or any generally accepted accounting standards. Neither the assumptions underlying the pro forma adjustments nor the resulting pro forma financial information have been audited or reviewed in accordance with any generally accepted auditing standards. In addition, these Listing Particulars include certain unaudited consolidated statement of comprehensive income information, as well as certain other financial and operating information, for the twelve months ended September 30, The statement of comprehensive income information presented for the twelve months ended September 30, 2012 has been derived by adding the results of operations for the year ended December 31, 2011 derived from the audited financial statements for the year ended December 31, 2011 to the results of operations for the nine months ended September 30, 2012 derived from the unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2012, and subtracting therefrom the results of operations for the nine months ended September 30, 2011 derived from the unaudited interim condensed consolidated financial statements for the nine months ended September 30, The data for the twelve months ended September 30, 2012 has been prepared solely for the purpose of the Offering Memorandum, is not prepared in the ordinary course of our financial reporting and has not been audited or reviewed. The financial information presented herein includes both Guarantors and non-guarantors. As of and for the year ended December 31, 2011, the Issuer represented none of our EBITDA and $92.6 million, or 62.7%, of our net assets; the Guarantors represented $27.0 million, or 98.5%, of our EBITDA and $54.1 million, or 36.7%, of our net assets; and the non-guarantors represented $0.4 million, or 1.5%, of our EBITDA and $0.9 million, or 0.6%, of our net assets. xi