Obligation Pride International 8.5% ( US74153QAG73 ) en USD

Pride International

100 % ▲

Etas-Unis

US74153QAG73 ( en USD )

8.5% par an ( paiement semestriel )

15/06/2019 - Obligation échue

Prospectus brochure de l'obligation Pride International US74153QAG73 en USD 8.5%, échue

1 000 USD

500 000 000 USD

74153QAG7

N/A

L'Obligation émise par Pride International ( Etas-Unis ) , en USD, avec le code ISIN US74153QAG73, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2019
L'Obligation émise par Pride International ( Etas-Unis ) , en USD, avec le code ISIN US74153QAG73, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed pursuant to Rule 424(b)(2)
Registration No. 333-154920

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Maximum Aggregate

Amount of
Securities to be Registered

Offering Price

Registration Fee
Senior Debt Securities

$ 500,000,000

$ 27,900 (1)

(1) The registration fee of $27,900 is calculated in accordance with
Rule 457(r) of the Securities Act of 1933, as amended. Pursuant to
Rule 457(p) under the Securities Act of 1933, as amended, the
$47,653 remaining of the previously paid registration fee with respect
to the Registrant's proposed offering of unsold securities registered
under the Registration Statement on Form S-3 (No. 333-118106)
initially filed with the Securities and Exchange Commission on
August 10, 2004 was carried forward for application in connection
with offerings under this registration statement. After application of
the $27,900 registration fee due for this offering, $19,753 remains
available for future registration fees.

Prospectus Supplement
(To Prospectus dated October 31, 2008)

$500,000,000

Pride International, Inc.

81/2% Senior Notes due 2019

The notes will mature on June 15, 2019. We will pay interest on the notes semiannually on
June 15 and December 15 of each year, beginning December 15, 2009. We may elect to redeem any or
all of the notes at any time for an amount equal to 100% of the principal amount of the notes redeemed
plus a make-whole premium plus accrued but unpaid interest to the redemption date. The redemption
price is described beginning on page S-15 of this prospectus supplement. The notes will constitute our
senior unsecured debt and will rank equally with our senior unsecured debt from time to time
outstanding.

Investing in the notes involves risks. See "Risk Factors" beginning on
page S-4.

Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Per Note
Total

Public offering price(1)
99.641 % $ 498,205,000
Underwriting discount
0.960 % $ 4,800,000
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Proceeds to us, before expenses(1)
98.681 % $ 493,405,000

(1) Plus accrued interest from June 2, 2009, if settlement occurs after that date.

Delivery of the notes in book-entry form only will be made through The Depository
Trust Company on or about June 2, 2009, against payment in immediately available funds.

Joint Book-Running Managers

Goldman, Sachs & Co.
Citi
Banc of America Securities LLC Wachovia Securities

Co-Managers

BNP PARIBAS

Howard Weil Incorporated

Natixis Bleichroeder Inc.

UniCredit Capital Markets

May 28, 2009
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You should rely only on the information we have included or incorporated by reference in
this prospectus supplement, the accompanying prospectus and any free writing prospectus that
we provide to you. We have not authorized anyone to provide you with any other information. If
you receive any unauthorized information, you must not rely on it. We are offering to sell the
notes only in places where sales are permitted. You should assume that the information we have
included in this prospectus supplement or the accompanying prospectus is accurate only as of
the date of this prospectus supplement or the accompanying prospectus and that any
information we have incorporated by reference is accurate only as of the date of the document
incorporated by reference. Our business, financial condition, results of operations and
prospectus may have changed since these dates.

This prospectus supplement contains the terms of this offering of notes. This prospectus
supplement may add, update or change information contained or incorporated by reference in
the accompanying prospectus. In addition, the information incorporated by reference in the
accompanying prospectus may have added, updated or changed information in the
accompanying prospectus. If information in this prospectus supplement is inconsistent with any
information in the accompanying prospectus (or any information incorporated therein by
reference), this prospectus supplement will apply and will supersede such information in the
accompanying prospectus.

It is important for you to read and consider all information contained in this prospectus
supplement, the accompanying prospectus and the documents we have incorporated by
reference in making your investment decision. You should also read and consider the additional
information under the caption "Where You Can Find More Information" in the accompanying
prospectus.

TABLE OF CONTENTS

Page

Prospectus Supplement
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-8
Capitalization
S-8
Ratio of Earnings to Fixed Charges
S-9
Spin-off of Mat-Supported Jackup Business
S-9
Description of the Notes
S-15
Certain United States Federal Tax Considerations for Non-U.S. Holders
S-25
Underwriting
S-27
Legal Matters
S-30
Experts
S-30
Prospectus
About This Prospectus

2
About Pride International, Inc.

3
Forward-Looking Information

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

4
Description of Debt Securities

5
Description of Capital Stock
13
Description of Warrants
17
Plan of Distribution
18
Legal Opinions
19
Experts
20
Where You Can Find More Information
20
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Table of Contents

SUMMARY

This summary highlights selected information from this prospectus supplement and the
accompanying prospectus, but does not contain all information that may be important to you.
This prospectus supplement and the accompanying prospectus include specific terms of the
offering of the notes, information about our business and financial data. We encourage you to
read this prospectus supplement and the accompanying prospectus, together with the documents
incorporated by reference, in their entirety before making an investment decision.

In this prospectus supplement and the accompanying prospectus, we refer to Pride
International, Inc. and its subsidiaries as "we," "us" or "Pride," unless we specifically
indicate otherwise or the context clearly indicates otherwise.

About Pride

We are one of the world's largest offshore drilling contractors operating, as of May 15,
2009, a fleet of 44 rigs, consisting of two deepwater drillships, 12 semisubmersible rigs, 27
jackups and three managed deepwater drilling rigs. We have four deepwater drillships under
construction, with the total remaining costs for the construction projects estimated to be
approximately $1.9 billion as of March 31, 2009. Our customers include major integrated oil
and natural gas companies, state-owned national oil companies and independent oil and natural
gas companies. Our competitors range from large international companies offering a wide range
of drilling services to smaller companies focused on more specific geographic or technological
areas.

Our operations are conducted in many of the most active crude oil and natural gas basins of
the world, including South America, the Gulf of Mexico, West Africa, the Mediterranean Sea,
the Middle East and Asia Pacific. We are focused on increasing our deepwater and other high
specification drilling solutions and, since 2005, have invested or committed to invest over
$3.6 billion in the expansion of our deepwater fleet. Since 2005, we have completed sales of
non-core assets totaling approximately $1.6 billion, enabling us to invest capital in our
deepwater business.

Consistent with our strategy to focus on deepwater drilling, we have filed a Form 10
registration statement with the Securities and Exchange Commission with respect to the
distribution to our stockholders of all of the shares of common stock of Seahawk Drilling, Inc.,
an entity that would hold, directly or indirectly, the assets and liabilities of our 20-rig mat-
supported jackup business. We believe that the spin-off has the potential to facilitate our growth
strategies and reduce our cost of capital, and to allow us to refine our focus and further enhance
our reputation as a provider of deepwater drilling services. The spin-off, which we expect to
complete in mid-2009, is contingent upon approval of the final plan by our board of directors
and other conditions. There can be no assurance that we will complete the spin-off within that
time period or at all. For a discussion of the pro forma impact of the spin-off on our financial
statements, please read "Spin-Off of Mat-Supported Jackup Business."

We provide contract drilling services to oil and natural gas exploration and production
companies through the use of mobile offshore drilling rigs in U.S. and international waters. We
provide the rigs and drilling crews and are responsible for the payment of operating and
maintenance expenses. In addition, we also provide rig management services on a variety of
rigs, consisting of technical drilling assistance, personnel, repair and maintenance services and
drilling operation management services.

Recent Developments

In March 2009, we accelerated a planned shipyard program on our midwater
semisubmersible Pride Venezuela, commencing the project in March rather than April. The rig
had been working offshore Angola. An inspection of a section of the rig's hull revealed an
unacceptable level of corrosion, which will require a dry-dock facility to conduct permanent
repairs. No dry-dock facilities exist in Africa that can accommodate a semisubmersible rig the
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size of the Pride Venezuela. Accordingly, the rig is being relocated outside of Africa for
further evaluation and to conduct the necessary repairs. The hull repairs, along with other
maintenance and repairs to the rig, are expected to require most of the remaining term of the
rig's then-existing contract, which had been expected to conclude in March 2010. Consequently,
in May 2009 we and the customer mutually agreed to the termination of the remaining term of
the contract. The contract represented approximately $130 million of our $8.0 billion backlog as
of March 31, 2009.

S-1
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The Offering

Securities Offered
$500 million aggregate principal amount of 81/2% Senior
Notes due 2019.

Maturity Date
June 15, 2019.

Interest Payment Dates
June 15 and December 15 of each year, commencing
December 15, 2009.

Optional Redemption
We may elect to redeem any or all of the notes at any time at
a redemption price equal to the principal amount of notes
redeemed plus a make-whole premium. We will also pay
accrued but unpaid interest to the redemption date. Please
read "Description of the Notes -- Optional Redemption."

Ranking
The notes will constitute our senior unsecured debt and will
rank:

· equally in right of payment with our senior unsecured debt
from time to time outstanding;

· senior in right of payment to our subordinated debt from
time to time outstanding; and

· effectively junior to our secured debt and to the debt of our
subsidiaries from time to time outstanding.

Covenants
We will issue the notes under an indenture containing
covenants for your benefit. These covenants restrict our
ability, with certain exceptions, to:

· incur debt secured by liens;

· engage in sale/leaseback transactions; and

· merge, consolidate or transfer all or substantially all of our
assets.

Change in Control
If we are required to make an offer to purchase our existing
73/8% Senior Notes due 2014 (the "2014 Notes") as a result
of specified change in control events resulting in specified
ratings declines, we will be required to make a concurrent
offer to purchase the notes at a cash price equal to 101% of
the principal amount of the notes plus accrued and unpaid
interest through the applicable purchase date. This right will
terminate as soon as there are no 2014 Notes outstanding.

Use of Proceeds
We expect the net proceeds from the offering of the notes to
be approximately $492.4 million, after deducting
underwriting discounts and estimated expenses of the
offering that we will pay. We expect to use the net proceeds
for general corporate purposes, which may include
payments with respect to our four drillships under
construction and other capital expenditures.

Further Issues
The notes will be limited initially to $500 million in
aggregate principal amount. We may, however, "reopen" the
series and issue an unlimited principal amount of additional
notes in the future without the consent of the holders.

Ratings
The notes are expected to be assigned a rating of Ba1 by
Moody's and BBB- by Standard & Poor's. Credit ratings are
not
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S-2
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Table of Contents
recommendations to purchase, hold or sell securities
inasmuch as such ratings do not comment as to market price
or suitability for a particular investor. We cannot assure you
that any rating will remain in effect for any given period by
a rating agency in the future. We are under no obligation to
advise holders of the notes if such rating changes over time.

Lack of a Public Market for the
There are no existing trading markets for the notes, and
Notes
there can be no assurance regarding:

· any future development or liquidity of a trading market for
the notes;

· your ability to sell your notes at all; or

· the prices at which you may be able to sell your notes.

Future trading prices of the notes will depend on many
factors, including:

· prevailing interest rates;

· our operating results and financial condition;

· performances or prospects for companies in our industry;
and

· the markets for similar securities.

We do not currently intend to apply for the listing of the
notes on any securities exchange or for quotation of the
notes in any dealer quotation system.

Governing Law
The notes will be governed by, and construed in accordance
with, the laws of the State of New York.

Risk Factors
You should consider carefully all of the information
included or incorporated by reference in this prospectus
supplement and the accompanying prospectus. In particular,
before making an investment decision, you should evaluate
the risks set forth under "Risk Factors" in this prospectus
supplement and in our annual report on Form 10-K for the
year ended December 31, 2008.
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S-3
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