Obligation Diamond Offshore Drilling 5.15% ( US25271CAG78 ) en USD

Diamond Offshore Drilling

100 % ▲

Etas-Unis

US25271CAG78 ( en USD )

5.15% par an ( paiement semestriel )

01/09/2014 - Obligation échue

Prospectus brochure de l'obligation Diamond Offshore Drilling US25271CAG78 en USD 5.15%, échue

1 000 USD

250 000 000 USD

25271CAG7

NR

NR

L'Obligation émise par Diamond Offshore Drilling ( Etas-Unis ) , en USD, avec le code ISIN US25271CAG78, paye un coupon de 5.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2014

L'Obligation émise par Diamond Offshore Drilling ( Etas-Unis ) , en USD, avec le code ISIN US25271CAG78, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Diamond Offshore Drilling ( Etas-Unis ) , en USD, avec le code ISIN US25271CAG78, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>h21066b3e424b3.txt
<DESCRIPTION>DIAMOND OFFSHORE DRILLING, INC.- REG.NO.333-121762
<TEXT>
<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-121762
PROSPECTUS
(DIAMOND OFFSHORE DRILLING, INC. LOGO)
DIAMOND OFFSHORE DRILLING, INC.
$250,000,000
OFFER TO EXCHANGE ALL OUTSTANDING
5.15% SENIOR NOTES DUE SEPTEMBER 1, 2014
FOR
5.15% SENIOR NOTES DUE SEPTEMBER 1, 2014
REGISTERED UNDER THE SECURITIES ACT OF 1933
We are offering to exchange our outstanding notes described above for the
new, registered notes described above. In this prospectus we refer to the
outstanding notes as the "old notes" and our new notes as the "registered
notes," and we refer to the old notes and the registered notes, together, as the
"notes." The form and terms of the registered notes are substantially identical
in all material respects to the form and terms of the old notes, except for
transfer restrictions, registration rights and additional interest payment
provisions relating only to the old notes. We do not intend to apply to have any
notes listed on any securities exchange or automated quotation system and there
may be no active trading market for them.
EXCHANGE OFFER
- The exchange offer expires at 5:00 P.M., New York City time, on March 14,
2005, unless extended. Whether or not the exchange offer is extended, the
time at which it ultimately expires is referred to in this prospectus as
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the time of expiration.
- All old notes that are validly tendered and not validly withdrawn will be
exchanged.
- Tenders of old notes in the exchange offer may be withdrawn at any time
prior to the time of expiration.
- The exchange offer is subject to customary conditions, including that the
exchange offer not violate any applicable law, regulation or
interpretation of the staff of the Securities and Exchange Commission or
be prohibited or impaired by any action or proceeding that has been
instituted or threatened with respect to the exchange offer.
- We will not receive any cash proceeds from the exchange offer.
REGISTERED NOTES
- We will pay interest on the notes on March 1 and September 1 of each
year. The first such payment will be made on March 1, 2005. We have the
option to redeem all or a portion of the registered notes at any time at
the redemption prices set forth in this prospectus.
YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 8 OF
THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A
CRIMINAL OFFENSE.
The date of this prospectus is February 11, 2005.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission, or the SEC, a
registration statement on Form S-4 under the Securities Act of 1933, as amended,
or the Securities Act, relating to the exchange offer. That registration
statement includes important business and financial information about us that is
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not included in or delivered with this prospectus. This prospectus does not
contain all of the information included in the registration statement. That
information is available from us without charge to holders of the old notes.
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, and accordingly file annual,
quarterly and current reports, proxy statements and other information with the
SEC. You may read and copy the registration statement and the information we
file with the SEC at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our SEC filings are also available to the public from the SEC's Internet
site at http://www.sec.gov or from our Internet site at
http://www.diamondoffshore.com. However, the information on our Internet site
does not constitute a part of this prospectus.
The SEC allows us to "incorporate by reference" into this prospectus
information we file with the SEC, which means that we can disclose important
information to you by referring to the documents containing that information.
The information incorporated by reference is considered to be a part of this
prospectus. Information that we file later with the SEC that is deemed
incorporated by reference into this prospectus (but not information filed with
or furnished to the SEC that is not deemed incorporated) will automatically
update and supersede information previously included.
We are incorporating by reference into this prospectus the documents listed
below and any subsequent filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act (excluding information deemed to be
furnished and not filed with the SEC) until the offering made by this prospectus
is completed:
- Our annual report on Form 10-K for the fiscal year ended December 31,
2003;
- Our proxy statement on Schedule 14A filed March 29, 2004;
- Our quarterly reports on Form 10-Q for our fiscal quarters ended March
31, 2004, June 30, 2004 and September 30, 2004; and
- Our current reports on Form 8-K filed with the SEC on August 25, 2004,
August 27, 2004, September 1, 2004, September 16, 2004, September 21,
2004, October 1, 2004, October 18, 2004, January 10, 2005 and February 8,
2005.
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You may request a copy of these filings at no cost (other than an exhibit
to these filings, unless we have specifically incorporated that exhibit by
reference into the filing), by writing or telephoning us at the following
address or telephone number:
Diamond Offshore Drilling, Inc.
15415 Katy Freeway, Suite 100
Houston, Texas 77094
Attention: Investor Relations
Telephone: (281) 492-5300.
IN ORDER TO OBTAIN DELIVERY OF ANY FILINGS OR OTHER DOCUMENTS FROM US
ON A
TIMELY BASIS AND BEFORE YOU MAKE AN INVESTMENT DECISION WITH RESPECT TO
THE
EXCHANGE OFFER, YOU MUST DELIVER YOUR REQUEST SO THAT WE RECEIVE IT NO
LATER
THAN FIVE BUSINESS DAYS BEFORE YOU MAKE YOUR INVESTMENT DECISION AND, IN
ANY
EVENT, NO LATER THAN FIVE BUSINESS DAYS BEFORE THE TIME OF EXPIRATION.
i
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information included elsewhere in or incorporated by reference into this
prospectus. Because this is a summary, it does not contain all the information
that may be important to you. You should carefully read the entire prospectus,
as well as the information incorporated by reference, before making an
investment decision. When used in this prospectus, the terms "Diamond Offshore,"
"we," "our company," "our" and "us" refer to Diamond Offshore Drilling, Inc., a
Delaware corporation, and its consolidated subsidiaries, unless otherwise
specified.
DIAMOND OFFSHORE DRILLING, INC.
We are a leading global offshore oil and gas drilling contractor. Our
fleet, which is comprised of 30 semisubmersible rigs, 14 jack-up rigs and one
drillship, is one of the world's largest.
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We drill in the waters of North America, South America, Europe, Africa,
Asia and Australia. We offer comprehensive drilling services to the global
energy industry.
Our principal executive offices are located at 15415 Katy Freeway, Houston,
Texas 77094, and our telephone number at that location is (281) 492-5300.
THE EXCHANGE OFFER
On August 27, 2004, Diamond Offshore Drilling, Inc. issued $250.0 million
aggregate principal amount of its 5.15% senior notes due September 1, 2014, in a
transaction exempt from registration under the Securities Act. We refer to the
issuance of the old notes in this prospectus as the "original issuance."
At the time of the original issuance, we entered into an agreement in which
we agreed to register new notes, with substantially the same form and terms as
the old notes, and to offer to exchange the registered notes for the old notes.
We refer to this agreement in this prospectus as the "registration rights
agreement."
If (but only if) you are eligible to exchange your old notes for registered
notes and you satisfy the conditions set forth below under "-- Resales of the
Registered Notes", we believe that the registered notes issued to you in the
exchange offer may be resold by you without compliance with the registration and
prospectus delivery provisions of the Securities Act. You should read the
discussions under the headings "The Exchange Offer" and "Description of the
Registered Notes" for further information regarding the registered notes.
Registration Rights
Agreement..................... Under the registration rights agreement, we are
obligated to offer to exchange the old notes
for registered notes with terms substantially
identical in all material respects to the old
notes. The exchange offer is intended to
satisfy that obligation. After the exchange
offer is complete, except as set forth in the
next paragraph, you will no longer be entitled
to any exchange or registration rights with
respect to your old notes.
The registration rights agreement requires us
to file a registration statement for a
continuous "shelf" offering in accordance with
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Rule 415 under the Securities Act for your
benefit if you would not receive freely
transferable registered notes in the exchange
offer as a result of a change in existing SEC
interpretations, if the exchange offer has not
been completed by April 9, 2005 or if you are
ineligible to participate in the exchange offer
and you timely notify us that you wish to have
your old notes registered under the Securities
Act. See "The Exchange Offer -- Purpose and
Effect -- Registration Rights."
1
<PAGE>
The Exchange Offer............ Diamond Offshore Drilling, Inc. is offering to
exchange $1,000 principal amount of its 5.15%
senior notes due 2014, which have been
registered under the Securities Act, for each
$1,000 principal amount of its unregistered
5.15% senior notes due 2014 that were issued in
the original issuance.
In order to be exchanged, an old note must be
validly tendered and accepted. All old notes
that are validly tendered and not validly
withdrawn will be accepted and exchanged.
As of this date, $250.0 million aggregate
principal amount of notes are outstanding.
We will issue the registered notes promptly
after the time of expiration.
Resales of the Registered
Notes......................... Except as described below, we believe that the
registered notes to be issued in the exchange
offer may be offered for resale, resold and
otherwise transferred by you without compliance
with the registration provisions of the
Securities Act if (but only if) you meet the
following conditions:
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(1) you are not our affiliate, as that term is
defined in Rule 405 under the Securities Act;
(2) if you are a broker-dealer, you acquired
the old notes which you seek to exchange for
registered notes as a result of market making
or other trading activities and not directly
from us and you comply with the prospectus
delivery requirements of the Securities Act;
(3) the registered notes are acquired by you in
the ordinary course of your business;
(4) you are not engaging in and do not intend
to engage in a distribution of the registered
notes; and
(5) you do not have an arrangement or
understanding with any person to participate in
the distribution of the registered notes.
Our belief is based on interpretations by the
staff of the SEC, as set forth in no-action
letters issued to third parties unrelated to
us. The staff has not considered the exchange
offer in the context of a no-action letter, and
we cannot assure you that the staff would make
a similar determination with respect to the
exchange offer.
If you do not meet the above conditions, you
may not participate in the exchange offer or
sell, transfer or otherwise dispose of any old
notes unless (i) they have been registered for
resale by you under the Securities Act and you
deliver a "resale" prospectus meeting the
requirements of the Securities Act or (ii) you
sell, transfer or otherwise dispose of the
notes in accordance with an applicable
exemption from the registration requirements of
the Securities Act.
Any broker-dealer that acquired old notes as a
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result of market-making activities or other
trading activities, and receives registered
notes for its own account in exchange for those
old notes,
2
<PAGE>
must acknowledge that it will deliver a
prospectus in connection with any resale of the
registered notes. See "Plan of Distribution." A
broker-dealer may use this prospectus for an
offer to resell or to otherwise transfer those
registered notes for a period of 180 days after
the time of expiration.
Expiration Date............... The exchange offer will expire at the time of
expiration, which is 5:00 P.M., New York City
time, on March 14, 2005, unless we decide to
extend the exchange offer.
Conditions to the Exchange
Offer......................... The exchange offer is subject to customary
conditions, including that the exchange offer
would not violate any applicable law,
regulation or interpretation of the staff of
the SEC or be prohibited or impaired by any
action or proceeding that has been instituted
or threatened with respect to the exchange
offer. In addition, we will not be obligated to
accept for exchange the old notes of any holder
that has not made to us the representations
described below under "Procedures for Tendering
Old Notes Held in the Form of Book-Entry
Interests." See "The Exchange
Offer -- Conditions."
Procedures for Tendering Old
Notes Held in the Form of
Book-Entry Interests.......... The old notes were issued as global notes in
fully registered form without interest coupons.
Beneficial interests in the old notes held by
direct or indirect participants in The
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Depository Trust Company, or DTC, are shown on,
and transfers of those interests are effected
only through, records maintained in book-entry
form by DTC with respect to its participants.
If you hold old notes in the form of book-entry
interests and you wish to tender your old notes
for exchange pursuant to the exchange offer,
you must transmit to the exchange agent prior
to the time of expiration of the exchange offer
either:
- a written or facsimile copy of a properly
completed and duly executed letter of
transmittal for your notes, including all
other documents required by the letter of
transmittal, at the address set forth on the
cover page of the letter of transmittal; or
- a computer-generated message transmitted by
means of DTC's Automated Tender Offer Program
system and received by the exchange agent and
forming a part of a confirmation of book-
entry transfer, in which you acknowledge and
agree to be bound by the terms of the letter
of transmittal for your notes.
The exchange agent must also receive prior to
the time of expiration of the exchange offer
either:
- a timely confirmation of book-entry transfer
of your old notes into the exchange agent's
account at DTC pursuant to the procedure for
book-entry transfers described in this
prospectus under the heading "The Exchange
Offer -- Book-Entry Transfer;" or
- the documents necessary for compliance with
the guaranteed delivery procedures described
below.
3
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<PAGE>
A letter of transmittal for your notes
accompanies this prospectus. By executing the
letter of transmittal for your notes or
delivering a computer-generated message through
DTC's Automated Tender Offer Program system,
you will represent to us that, among other
things:
- you are not an affiliate of ours;
- you are not a broker-dealer that acquired the
old notes that you are sending to us directly
from us;
- the registered notes to be acquired by you in
the exchange offer are being acquired by you
in the ordinary course of your business;
- you are not engaging in and do not intend to
engage in a distribution of the registered
notes; and
- you do not have an arrangement or
understanding with any person to participate
in the distribution of the registered notes.
Procedures for Tendering
Certificated Old Notes........ If you are a holder of book-entry interests in
the old notes, you are entitled to receive, in
limited circumstances, in exchange for your
book-entry interests, certificated notes which
are in equal principal amounts to your
book-entry interests. See "Description of the
Registered Notes -- Form, Denomination,
Transfer, Exchange and Book-Entry
Procedures -- Exchanges of Book-Entry Notes for
Certificated Notes." If you acquire
certificated old notes prior to the expiration
of the exchange offer, you must tender your
certificated old notes in accordance with the
procedures described in this prospectus under
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