Obligation Novanor 6.625% ( USG6711KAB10 ) en USD

Novanor

100 % ▲

Bresil

USG6711KAB10 ( en USD )

6.625% par an ( paiement semestriel )

30/09/2022 - Obligation échue

Prospectus brochure de l'obligation Novonor USG6711KAB10 en USD 6.625%, échue

200 000 USD

580 000 000 USD

G6711KAB1

Novonor est un conglomérat brésilien issu de la restructuration d'Odebrecht suite au scandale Lava Jato, ?uvrant dans l'ingénierie, la construction et divers secteurs industriels.

L'Obligation émise par Novanor ( Bresil ) , en USD, avec le code ISIN USG6711KAB10, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2022

L'Obligation émise par Novanor ( Bresil ) , en USD, avec le code ISIN USG6711KAB10, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Novanor ( Bresil ) , en USD, avec le code ISIN USG6711KAB10, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

OFFERING CIRCULAR

Odebrecht Offshore Drilling Finance Limited
U.S.$580,000,000
6.625% Senior Secured Notes due 2022
Offering Price 99.996%

Odebrecht Offshore Drilling Finance Limited, an exempted company organized under the laws of the Cayman Islands, or the Issuer, is offering U.S.$580,000,000 million aggregate principal amount of its
6.625% senior secured notes due 2022, or the new notes. The new notes are being offered as additional new series notes under the indenture, dated as of August 6, 2013, or the original indenture, pursuant to which
we issued U.S.$1,690,000,000 principal amount of our 6.75% senior secured notes due 2022, or the initial notes. The new notes will be issued under a supplemental indenture to the original indenture, or the
supplemental indenture. The new notes will be treated as a separate series, and will have different ISIN and CUSIP numbers from and will not be fungible for trading purposes with the initial notes. References to
the "notes" are to the new notes and the initial notes collectively, and references to the "indenture" are to the original indenture as amended, modified and supplemented by the supplemental indenture, in each case
unless the context otherwise requires.
The final maturity date of the new notes may be extended by up to two additional six-month periods under certain circumstances described in the supplemental indenture. See "Description of Notes--Basic
Terms of New Notes--Maturity Date Extension." The Issuer will, under certain circumstances, be entitled to a one-time deferral of its obligation to pay all or a portion of principal on the new notes on any
Quarterly Payment Date (as defined in the indenture) and, at its discretion, on the next succeeding Quarterly Payment Date, which shall be due on the second Quarterly Payment Date occurring thereafter. See
"Description of Notes--Basic Terms of New Notes--Deferral of Principal Payment." The new notes will bear interest at the rate of 6.625% per year. Interest on the new notes will be payable quarterly on March 1,
June 1, September 1 and December 1 of each year, commencing on June 1, 2014. The new notes will be fully and unconditionally jointly and severally guaranteed on a senior secured basis by ODN I GmbH,
Odebrecht Drilling Norbe Six GmbH and ODN Tay IV GmbH, each a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Austria, or the Project Companies or the
Guarantors. The new notes will be senior secured obligations of the Issuer, will rank senior in right of payment to all of the Issuer's future subordinated obligations and equal in right of payment with all of the
Issuer's existing and future unsubordinated obligations, in each case, to the extent permitted under the indenture. The guarantees by the Project Companies, or the Note Guarantees, will rank senior in right of
payment to all of the Project Companies' future subordinated obligations and equal in right of payment with all of the Project Companies' existing and future unsubordinated obligations, in each case, to the extent
permitted under the indenture. The notes and the Note Guarantees will benefit from a first priority security interest in substantially all of the assets of the Issuer and the Project Companies (other than the Equity
Interests (as defined in the indenture) in, and the assets of, Odebrecht Drilling Services LLC, a subsidiary of Odebrecht Drilling Norbe Six GmbH) and all of the Equity Interests (as defined in the supplemental
indenture) in each of the Issuer and the Project Companies.
The proceeds of the new notes will be deposited into the Note Proceeds Account (as defined in the indenture) and will be lent by the Issuer to ODN Tay IV GmbH (1) in connection with the release of ODN
Tay IV GmbH from the ODN Tay IV Existing Project Finance Obligations (as defined in the supplemental indenture) incurred by ODN Tay IV GmbH in connection with its purchase of a dynamically positioned
semi-submersible drilling rig known as the ODN Tay IV Drilling Rig, (2) to pay costs and expenses incurred or to be incurred by the Project Companies in connection with this offering, (3) to fund the Offshore
Sinking Fund Account (as defined in the Guarantor Accounts Agreement) and (4) for general corporate purposes of ODN Tay IV GmbH, which may include making distributions or loans to Odebrecht Óleo e Gás
S.A., or Odebrecht Oil & Gas or the Operator, or any of its affiliates. See "Description of NotesCertain CovenantsUse of Proceeds." The ODN Tay IV Drilling Rig has been chartered by ODN Tay IV GmbH
to Petróleo Brasileiro S.A., or Petrobras, under a charter agreement expiring on February 29, 2020, or the ODN Tay IV Charter Agreement, with an option to extend for up to seven additional years in total upon
mutual agreement of the parties. The dynamically positioned semi-submersible drilling rig known as the Norbe VI Drilling Rig (together with the ODN Tay IV Drilling Rig, the Drilling Rigs) has been chartered
by Odebrecht Drilling Norbe Six GmbH to Petrobras, under a charter agreement expiring on March 27, 2019, or the Norbe VI Charter Agreement, with an option to extend for up to seven additional years in total
upon mutual agreement of the parties. The two dynamically positioned offshore ultra deepwater drillships known as the ODN I Drillship and the ODN II Drillship (collectively, the Drillships, and together with the
Drilling Rigs, the Vessels) are owned by ODN I GmbH and have been chartered by ODN I GmbH to Petrobras under charter agreements expiring on September 10, 2022, or the ODN I Charter Agreement, and
August 26, 2022, or the ODN II Charter Agreement, respectively, each with options to extend for up to ten additional years in total upon mutual agreement of the parties. The ODN Tay IV Charter Agreement, the
Norbe VI Charter Agreement, the ODN I Charter Agreement and the ODN II Charter Agreement are collectively referred to as the Charter Agreements. Payments from Petrobras under the Charter Agreements are
required to be made in U.S. dollars to collateral accounts of the Project Companies in London, which collateral accounts are pledged to the Collateral Agent for the benefit of the holders of the notes to secure
payment of the principal, the premium, if any, and interest on the notes. The Operator operates (1) the ODN Tay IV Drilling Rig off the coast of Brazil under a services agreement with Petrobras expiring on
February 29, 2020, or the ODN Tay IV Services Agreement, with an option to extend for up to seven additional years in total upon mutual agreement of the parties, (2) the Norbe VI Drilling Rig off the coast of
Brazil under a services agreement with Petrobras expiring on March 27, 2019, or the Norbe VI Services Agreement, with an option to extend for up to seven additional years in total upon mutual agreement of the
parties, (3) the Drillships off the coast of Brazil under services agreements with Petrobras expiring on September 10, 2022, or the ODN I Services Agreement, and August 26, 2022, or the ODN II Services
Agreement, respectively, each with options to extend for up to ten additional years in total upon mutual agreement of the parties. The ODN Tay IV Services Agreement, the Norbe VI Services Agreement, the
ODN I Services Agreement and the ODN II Services Agreement are collectively referred to as the Services Agreements. Payments from Petrobras to the Operator under the Services Agreements are required to be
made in Brazilian reais to collateral accounts of the Operator in Brazil, which collateral accounts are pledged to the Collateral Agent for the benefit of the holders of the notes to secure payment of the principal, the
premium, if any, and interest on the notes.
See "Risk Factors" beginning on page 22 for a discussion of certain risks that you should consider in connection with an investment in the notes.
The Issuer may redeem the new notes, in whole but not in part, at 100% of their principal amount plus accrued interest and additional amounts, if any, upon the occurrence of specified events relating to tax
laws in the Cayman Islands, Austria and certain other jurisdictions. The Issuer may also at its option redeem the new notes, in whole or in part, at a "make-whole" redemption price equal to (1) 100% of the
principal amount of the new notes being redeemed plus (2) the present value at such redemption date of all required interest payments on such new notes through their final maturity date (excluding accrued but
unpaid interest to the redemption date), plus accrued and unpaid interest and additional amounts, if any, on such new notes to, but excluding, the redemption date. In addition, on any Quarterly Payment Date (as
defined in the supplemental indenture) occurring after September 28, 2021, the Issuer may redeem the new notes, in whole or in part, at 100% of the principal amount of the new notes plus accrued and unpaid
interest and additional amounts, if any. See "Description of Notes--Optional Redemption."
If as of the ODN Tay IV Note Proceeds Account Threshold Date (which represents the date occurring 120 days after the date of the Supplemental Indenture, dated as of February 25, 2014, entered into
among the Issuer, the Guarantors, the Trustee and other parties thereto) (1) the ODN Tay IV Existing Project Finance Obligations are not repaid in full or purchased or (2) all funds on deposit in the Note Proceeds
Account as a result of the issuance of the new notes are not released, the Issuer shall be obligated to redeem the maximum principal amount of the new notes, together with accrued and unpaid interest, that may be
redeemed with the funds then held on deposit in the Note Proceeds Account, at a redemption price equal to 100% of the principal amount of the new notes to be redeemed. See "Description of Notes--Mandatory
Redemption."
Upon the occurrence of an Event of Loss (as defined in the indenture), the Issuer will be required to offer to use any Excess Loss Proceeds (as defined in the indenture) to purchase the new notes at 100% of
the principal amount thereof, together with accrued and unpaid interest, if any. See "Description of Notes--Repurchase of Notes upon an Event of Loss." Upon a Disposition (as defined in the indenture), the
Issuer will be required to offer to use any Excess Disposition Proceeds (as defined in the indenture) to purchase the new notes at 100% of the principal amount thereof, together with accrued and unpaid interest, if
any. See "Description of Notes--Repurchase of Notes upon a Disposition." If a Change of Control (as defined in the supplemental indenture) that results in a Rating Decline (as defined in the indenture) occurs,
the Issuer will be required to offer to purchase all of the new notes at 101% of the principal amount thereof, together with accrued and unpaid interest, if any. See "Description of NotesRepurchase of Notes upon
a Change of Control."
The new notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or the securities laws of any other jurisdiction. The Issuer is offering the
new notes only to qualified institutional buyers under Rule 144A under the Securities Act, or Rule 144A, and to persons outside the United States under Regulation S under the Securities Act, or Regulation S.
There is currently no public market for the new notes. We have applied to admit the new notes to listing on the Official List of the Luxembourg Stock Exchange and to trade on the Euro MTF market of that
exchange.
Delivery of the new notes was made to investors in book-entry form on February 25, 2014 through The Depository Trust Company, or DTC, and its participants, including Euroclear Bank S.A./N.V., or
Euroclear, and Clearstream Banking, société anonyme, Luxembourg, or Clearstream.
Global Coordinators and Bookrunners
Bookrunners
Santander HSBC
BNP
PARIBAS

Bradesco BBI
Itaú BBA
Morgan Stanley
Co-Managers

Credit Agricole Securities

Mitsubishi UFJ Securities

The date of this offering circular is May 13, 2014.

TABLE OF CONTENTS

Page
Page
Presentation of Financial and Other Information ....... v
Related Party Transactions .................................... 132
Forward-Looking Statements and Other
Description of Notes .............................................. 133
Information ........................................................... ix
Description of Principal Financing Documents ..... 204
Summary.................................................................... 1
Taxation ................................................................. 208
The Offering ............................................................ 14
Benefit Plan Investor Considerations .................... 212
Summary Financial Data ......................................... 21
Plan of Distribution ............................................... 213
Risk Factors ............................................................. 23
Transfer Restrictions ............................................. 220
Exchange Rates ....................................................... 42
Listing and General Information ........................... 222
Use of Proceeds ....................................................... 43
Enforcement of Judgments .................................... 224
Capitalization ........................................................... 44
Validity of Securities ............................................. 228
Selected Financial Data ........................................... 46
Independent Auditors ............................................ 228
Management's Discussion and Analysis of
Glossary ................................................................. 229
Financial Condition and Results of Operations ... 48
Index to Financial Statements ................................ F-1
Business ................................................................... 62
Appendix A Noble Denton Valuation Report ..... A-1
Regulatory Overview ............................................... 79
Appendix B Insurance Advisor Reports ............. B-1
Industry Overview ................................................... 89
Appendix C Independent Engineer Reports ....... C-1
Description of Principal Transaction Documents .. 101

Management .......................................................... 124

In this offering circular, the terms "Issuer" or "OODFL" refers to Odebrecht Offshore Drilling Finance Limited,
an exempted company organized under the laws of the Cayman Islands, except where the context requires
otherwise. The terms "Operator" and "Odebrecht Oil & Gas" refer to Odebrecht Óleo e Gás S.A. and the terms
"Project Companies" or "Guarantors" refer to ODN I GmbH Odebrecht Drilling, Norbe Six GmbH and ODN Tay
IV GmbH, each a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of
Austria. The terms "we," "us" or "our" refer collectively to the Issuer and the Project Companies. The term "Brazil"
refers to the Federative Republic of Brazil. The phrase "Brazilian government" refers to the federal government of
the Federative Republic of Brazil.

You should rely on the information contained in this offering circular. Neither we nor the initial
purchasers have authorized anyone to provide you with information different from that contained in this
offering circular. The new notes are being offered, and offers to purchase the new notes are being sought,
only in jurisdictions where such offers and sales are permitted. The information contained in this offering
circular is accurate only as of the date of this offering circular, regardless of the time of delivery of this
offering circular or of any sale of the new notes.
No representation or warranty, express or implied, is made by the initial purchasers as to the accuracy or
completeness of any of the information in this offering circular, and nothing contained herein is or shall be relied
upon as a promise or representation by the initial purchasers or any of their affiliates or advisers, as to the past,
present or future.
We have prepared this offering circular for use solely in connection with the proposed offering of the new
notes, and may only be used for the purposes for which it has been published. This offering circular is personal to
the offeree to whom it has been delivered by Santander Investment Securities Inc., HSBC Securities (USA) Inc.,
BNP Paribas Securities Corp., Banco Bradesco BBI S.A., Itau BBA USA Securities, Inc. and Morgan Stanley & Co.
LLC or the initial purchasers, and does not constitute an offer to any other person or to the public in general to
purchase or otherwise acquire the new notes. Distribution of this offering circular to any person other than the
offeree and those persons, if any, retained to advise that offeree with respect thereto is unauthorized, and any
disclosure of any of its contents without our prior written consent is prohibited. Each offeree, by accepting delivery
of this offering circular, agrees to the foregoing and agrees to make no photocopies of this offering circular.
The offering is being made in reliance upon an exemption from registration under the Securities Act, for an
offer and sale of securities that does not involve a public offering. The new notes are subject to restrictions on
transferability and resale, and may not be transferred or resold in the United States except as permitted under the
i

Securities Act and applicable U.S. state securities laws pursuant to registration under or exemption from them. In
making your purchase, you will be deemed to have made certain acknowledgments, representations and agreements
set forth in this offering circular under the caption "Transfer Restrictions." You should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time. In making an investment
decision, you must rely on your own examination of our business and the terms of this offering, including the merits
and risks involved. The new notes have not been recommended by any federal or state securities commission or
regulatory authority. Furthermore, these authorities have not confirmed the accuracy or determined the adequacy of
this offering circular. Any representation to the contrary is a criminal offense.
We accept responsibility for the information contained in this offering circular. We have made all due inquiries
and confirm that to the best of our knowledge and belief, the information contained in this offering circular is in
accordance with the facts and does not omit anything likely to affect the import of such information. The
Luxembourg Stock Exchange takes no responsibility for the contents of this offering circular, makes no
representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this offering circular. This
offering circular constitutes a prospectus for the purpose of Luxembourg law dated July 10, 2005 on Prospectuses
for Securities, as amended.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase,
offer or sell the new notes, or possess or distribute this offering circular and must obtain any consent, approval or
permission required for the purchase, offer or sale of the new notes under the laws and regulations in force in any
jurisdiction to which you are subject or in which you make such purchases, offers or sales, and neither we nor the
initial purchasers will have any responsibility therefor.
We and the initial purchasers reserve the right to reject any offer to purchase, in whole or in part, and for any
reason, the new notes offered hereby.
This offering circular has been prepared on the basis that any offer of the new notes in any Member State of the
European Economic Area, or the EEA, which has implemented the Prospectus Directive (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a
prospectus for offers of new notes. Accordingly, any person making or intending to make any offer in that Relevant
Member State of new notes which are the subject of the offering contemplated in this offering circular may only do
so in circumstances in which no obligation arises for the Issuer or the initial purchasers to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers have authorized, nor do
they authorize, the making of any offer of the new notes in circumstances in which an obligation arises for the Issuer
or the initial purchasers to publish or supplement a prospectus for such offer. The expression "Prospectus Directive"
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This offering circular does not constitute an offer of new notes to the public in the United Kingdom. No
prospectus has been or will be approved in the United Kingdom in respect of the new notes. Consequently, this
document is being distributed only to, and is directed only at (1) persons who are outside the United Kingdom or (2)
persons who have professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (3) high net worth
entities falling within Article 49(2) of the Order and other persons to whom it may lawfully be communicated (all
such persons together, the "relevant persons"). Any person who is not a relevant person should not act or rely on this
document or any of its contents. Persons into whose possession this offering circular may come are required by the
Issuer, the Guarantors and the initial purchasers to inform themselves about and to observe such restrictions.
In connection with this offering, the initial purchasers may engage in transactions that stabilize, maintain or
otherwise affect the price of the new notes. Specifically, the initial purchasers may over-allot in connection with this
offering, may bid for and purchase new notes in the open market and may impose penalty bids. For a description of
these activities, see "Plan of Distribution."
To permit compliance with Rule 144A under the Securities Act in connection with resales of the new notes, we
are required to furnish upon request of a holder of the new notes or a prospective purchaser designated by such
holder of the new notes the information required to be delivered under Rule 144A(d)(4) under the Securities Act if,
ii

at the time of such request, we are neither a reporting company under Section 13 or Section 15(d) of the Securities
Act, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.

NOTICE TO INVESTORS WITHIN BRAZIL
THE NEW NOTES (AND RELATED GUARANTEES) HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED WITH THE BRAZILIAN SECURITIES COMMISSION (COMISSÃO DE VALORES
MOBILIÁRIOS), OR THE CVM. THE NEW NOTES MAY NOT BE OFFERED OR SOLD IN BRAZIL,
EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFERING OR
UNAUTHORIZED DISTRIBUTION OF SECURITIES UNDER BRAZILIAN LAWS AND
REGULATIONS. THE NEW NOTES (AND RELATED GUARANTEES) ARE NOT BEING OFFERED
INTO BRAZIL. DOCUMENTS RELATING TO THE OFFERING OF THE NEW NOTES, AS WELL AS
INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL,
NOR BE USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE NEW
NOTES TO THE PUBLIC IN BRAZIL.

NOTICE TO MEMBERS OF THE PUBLIC OF THE CAYMAN ISLANDS
SECTION 175 OF THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS PROVIDES
THAT AN EXEMPTED COMPANY (SUCH AS THE ISSUER) THAT IS NOT LISTED ON THE
CAYMAN ISLANDS STOCK EXCHANGE IS PROHIBITED FROM MAKING ANY INVITATION TO
THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR ANY OF ITS NOTES. EACH
PURCHASER OF THE NEW NOTES AGREES THAT NO INVITATION MAY BE MADE TO THE
PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR THE NEW NOTES.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE
NEW HAMPSHIRE REVISED STATUTES ("RSA") 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 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 TRANSACTION MEANS THAT THE
SECRETARY OF STATE 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 INVESTORS IN PERU
In Peru, this will be a private offering pursuant to local securities laws and regulations. The new notes and the
information contained in this offering circular have not been and will not be registered with or approved by the
Superintendencia del Mercado de Valores (SMV). We have applied to register the new notes in the Registry for
Non-Peruvian Investment Instruments and Derivative Transactions of the Superintendencia de Banca, Seguros y
AFP (SBS) for Peruvian pension fund investment eligibility.
iii

NOTICE TO INVESTORS IN AUSTRIA
This offering circular serves marketing purposes and constitutes neither an offer to sell nor a solicitation to buy
any securities. There is no intention to make a public offer in Austria. Should a public offer be made in Austria, a
prospectus prepared in accordance with the Austrian Capital Market Act (Kapitalmarktgesetz) and approved by or
notified to the Austrian Financial Market Authority (FMA) will be published. The new notes may only be offered in
the Republic of Austria in compliance with the provisions of the Austrian Capital Market Act and any other laws
applicable in the Republic of Austria governing the offer and sale of the new notes in the Republic of Austria. The
new notes are not registered or otherwise authorized for public offer under the Austrian Capital Market Act or any
other relevant securities legislation in Austria. The recipients of this offering circular and other selling materials in
respect of the new notes have been individually selected and identified before the offer being made and are targeted
exclusively on the basis of a private placement. Accordingly, the new notes may not be, and are not being, offered or
advertised publicly or offered similarly under either the Austrian Capital Market Act or any other relevant securities
legislation in Austria. This offering circular has been issued to each prospective investor for its personal use only.
Accordingly, recipients of this offering circular are advised that this offering circular and any other selling materials
in respect of the new notes shall not be passed on by them to any other person in Austria.

The new notes will be available initially only in book-entry form. We expect that the new notes will be issued in
the form of one or more registered global notes. The global notes will be deposited with, or on behalf of DTC, and
registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global notes will be
shown on, and transfers of beneficial interests in the global notes will be effected through, records maintained by
DTC and its participants. We expect the Regulation S global notes, if any, to be deposited with the trustee, as
custodian for DTC, and beneficial interests in them may be held through Euroclear and Clearstream or other
participants. After the initial issuance of the global notes, certificated notes may be issued in registered form, which
shall be in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000.
Additional Information
Application has been made to list the new notes on the Official List of the Luxembourg Stock Exchange and to
trade the new notes on the Euro MTF market. See "Listing and General Information." We will comply with any
undertakings that we give from time to time to the Luxembourg Stock Exchange in connection with the new notes,
and we will furnish to the Luxembourg Stock Exchange all such information required in connection with the listing
of the new notes.
iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references in this offering circular to "real," "reais" or the symbol "R$" are to the legal currency of Brazil,
the Real. All references to "dollar," "U.S. dollars" or the symbol "U.S.$" are to the legal currency of the United
States, the U.S. dollar.
On May 9, 2014, the exchange rate for reais into U.S. dollars was R$2.219 to U.S.$1.00, based on the selling
rate as reported by the Central Bank of Brazil (Banco Central do Brasil), or the Central Bank. The selling rate was
R$2.343 to U.S.$1.00 as of December 31, 2013, R$2.043 to U.S.$1.00 as of December 31, 2012 and R$1.863 to
U.S.$1.00 as of December 31, 2011, in each case, as reported by the Central Bank. The real/U.S. dollar exchange
rate fluctuates widely, and the selling rate as of February 20, 2014 may not be indicative of future exchange rates.
See "Exchange Rates" for information regarding exchange rates for the Brazilian currency since January 1, 2008.
Financial Statements
Financial Statements of the Issuer
The Issuer will not publish financial statements, except for such financial statements that the Issuer may be
required to publish under the laws of the Cayman Islands. The balance sheet of the Issuer was prepared solely for
the purpose of this Offering Circular. Currently, the Issuer is not required by Cayman Islands law to publish any
financial statements and does not intend to publish any financial statements. In addition, the Issuer does not intend to
furnish to the Trustee or the holders of the notes any financial statements of, or other reports relating to, it. The
Issuer will not have any operations independent from the Project Companies. See "Business--The Issuer." The
Issuer's obligations under the new notes are fully, unconditionally, irrevocably and jointly and severally guaranteed
by the Project Companies.
Combined Financial Statements of the Project Companies
The Project Companies prepare their combined financial statements in U.S. dollars in accordance with
International Financial Reporting Standards, as issued by the International Accounting Standards Board - IASB, or
IFRS. This offering circular includes elsewhere the combined financial statements of the Project Companies as of
December 31, 2013 and for the year then ended (which contains corresponding figures for the year ended December
31, 2012) and as of December 31, 2012 and for the year then ended (which contains corresponding figures for the
year ended December 31, 2011), audited by our independent auditors, as stated in their reports included elsewhere in
this offering circular. The Project Companies' combined financial information should be read in conjunction with
the financial statements and related notes included elsewhere in this offering circular, as well as the information
under "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
We have prepared combined financial statements based on assets, liabilities, revenues and expenses identified
and segregated using the individual financial information of ODN I GmbH and ODN Tay IV GmbH for the year
ended December 31, 2011 up to June 26, 2012, ODN I GmbH, Odebrecht Drilling Norbe VI GmbH and ODN Tay
IV GmbH from June 27 to December 31, 2012 and ODN I GmbH, Odebrecht Drilling Norbe VI GmbH and ODN
Tay IV GmbH for the year ended December 31, 2013. In the process of combination, when applicable, the account
balances and results of unrealized intercompany transactions at the reporting date were eliminated. Thus, we present
in this offering circular the combined statement of financial position, the combined statements of operations,
changes in equity and cash flows of the Project Companies as of the dates and for the periods indicated herein.
The purpose of presenting combined financial statements is to provide comparative financial information
related to the financial position, performance and cash flows of the Project Companies that were under common
control as of the dates and for the periods presented. These combined financial statements, however, do not
necessarily reflect the financial position of the Project Companies or their performances and the cash flows that
would have been obtained had these entities been effectively operated as separate stand-alone entities, and that the
financial statements are not necessarily indicative of future results that would have occurred if the business had been
a separate stand-alone entity during the period presented, nor is it indicative of future results of their operation.
The individual financial statements of Odebrecht Drilling Norbe VI GmbH include the consolidated results and
financial position of its wholly-owned subsidiary Odebrecht Drilling Services LLC, or ODS. The combined
financial statements do not consolidate the results of operations or financial position of the Issuer.
v

General Remarks Regarding our Financial Information
The financial information included in this offering circular has been presented on a combined basis. The
combined financial statements were prepared for the reasons explained above and do not represent actual operating
results or shareholders' equity of the Project Companies if these transactions had occurred on the dates or during the
periods indicated. The combined financial information included in this offering circular is not indicative of future
results or our future shareholders' equity of the Project Companies. The combined financial information should not
be reviewed as a basis for calculation of dividends, taxes or any other corporate obligations.
The combined financial statements as of December 31, 2013 and for the year then ended (which contains
corresponding figures for the year ended December 31, 2012) and as of December 31, 2012 and for the year then
ended (which contains corresponding figures for the year ended December 31, 2011) were prepared considering that
the Project Companies were under common control by Odebrecht Oil & Gas. The control is achieved when an entity
has the power to manage the financial and operating policies of an entity so as to obtain benefits from its activities.
When necessary, adjustments were made to the Project Companies combined financial statements in order to make
their accounting policies consistent with those used by other members of the Odebrecht Group (as defined herein).
All intercompany transactions, balances, income and expenses have been eliminated in full in the combined
financial statements.
Therefore, the discussion under "Management's Discussion and Analysis of Financial Condition and Results of
Operations" presented in this offering circular was prepared based on the combined financial statements of the
Project Companies for all the periods presented.
Market Data and Other Information
The Issuer, the Project Companies and the Operator obtained the statistical data and information relating to the
market where the Project Companies operate from reports prepared by independent consulting firms and
government bodies and from general publications. The Issuer, the Project Companies and the Operator have
included data from reports prepared by them, the Central Bank, GL Noble Denton, Inc., or Noble Denton, Okeanos
B.V., or Okeanos, Aon BankAssure Insurance Services Limited, or Aon, the International Energy Agency, or IEA,
Petrobras, BP and Bloomberg. Although the Issuer and the Project Companies believe that these sources of
information are reliable, none of the Issuer, the Project Companies or any of the initial purchasers has performed any
independent verification with respect to any such statistical information and data and, therefore, the Issuer, the
Project Companies and the initial purchasers cannot guarantee its accuracy or completeness. Nothing in this offering
circular should be interpreted as a market forecast.
Independent Consultant Reports
Valuation Reports
Information in this offering circular regarding the appraisal of the fair market values of the Drillships and the
Norbe VI Drilling Rig was derived from certain valuation reports dated as of March 31, 2013, March 31, 2013 and
April 1, 2013, respectively, prepared by an independent safety, risk and integrity management company hired and
compensated by the Operator, or the 2013 Valuation Reports and, in the case of the ODN Tay IV Drilling Rig, from
a valuation report dated as of January 6, 2014, prepared by Noble Denton, an independent technical consultancy
services company hired and compensated by the Operator, or the Noble Denton Valuation Report. The 2013
Valuation Reports and the Noble Denton Valuation Report are collectively referred to as the Valuation Reports. The
Noble Denton Valuation Report is included in an appendix to this offering circular. See "Appendix A--Noble
Denton Valuation Report." The Valuation Reports have not been updated since their respective date of preparation.
Investors should note that the 2013 Valuation Reports have not been included in an appendix to this offering
circular and that these reports contain important assumptions, qualifications, methodologies and other information
that form the basis for the conclusions set forth therein. Although certain valuations from these reports have been
included in this offering circular, these assumptions, qualifications, methodologies and other information have not
been described herein. In view of these uncertainties, investors should not rely exclusively on the information
derived from the Valuation Reports included in this offering circular to make an investment decision and are also
encouraged to carefully analyze all of the information included elsewhere in this offering circular.
vi

Insurance Advisor Reports
Information in this offering circular regarding insurance for the Drillships and the Norbe VI Drilling Rig was
derived from the report dated May 15, 2013, and for the ODN Tay IV Drilling Rig was derived from the report dated
January 8, 2014, each prepared by Aon, an independent consultancy company specialized in offshore insurance,
which was hired and compensated by the Operator, or the Insurance Advisor Reports, which are included in an
appendix to this offering circular. See "Appendix B--Insurance Advisor Reports." The Insurance Advisor Reports
have not been updated since the date of their preparation.
Independent Engineer Reports
Information in this offering circular regarding engineering for the Drillships and the Norbe VI Drilling Rig was
derived from the report dated May 20, 2013, and for the ODN Tay IV Drilling Rig was derived from the report dated
February 11, 2014, each prepared by Okeanos, an independent consultancy company specialized in offshore energy
projects, which was hired and compensated by the Operator, or the Independent Engineer Reports, which are
included in an appendix to this offering circular. See "Appendix C--Independent Engineer Reports." The
Independent Engineer Reports have not been updated since the date of their preparation.
The Noble Denton Valuation Report, the Insurance Advisor Reports and the Independent Engineer Reports, or
the Independent Consultant Reports, and the 2013 Valuation Reports have been prepared using, as applicable,
market research, Vessel characteristics, estimates and judgments, analyses, projections and estimates, including with
respect to future market trends, future supply and demand for the Vessels, future market conditions for the oil and
gas industry, the condition of the Vessels, metrics for calculating the fair market value of the Vessels, current and
future contracts for rigs, redeployment opportunities for the Vessels, expected dry-docking, the potential for future
compensated dry-docking, operating expenses, inflation, labor market conditions and other information and
projections, available to the Operator and each of Noble Denton, Okeanos and Aon, or the Independent Consultants,
and an independent safety, risk and integrity management company that prepared the 2013 Valuation Reports, as the
case may be, at the time of preparation of the applicable Independent Consultant Report or 2013 Valuation Reports,
as the case may be, including, without limitation, certain related assumptions, analyses, projections and estimates.
None of the Independent Consultant Report or 2013 Valuation Reports or the information derived therefrom has
been updated since the respective dates of their preparation. For example, actual availability rates, revenues and
bonus amounts occurring since the 2013 Valuation Reports were prepared have differed in some cases from those
assumed in such reports. In the Operator's opinion, however, each of the Independent Consultant Reports and the
2013 Valuation Reports was prepared on a reasonable basis, reflecting the best estimates and judgments available at
the time of their preparation. The information that has not been provided by the Issuer or the Operator and
assumptions that form the basis for the Independent Consultant Reports and the 2013 Valuation Reports have not
been subject to any independent examination or verification by the initial purchasers or by the Issuer, the Operator
or the Project Companies, or by their independent auditors or other advisors. You should understand that the
information contained in the Independent Consultant Reports and the information derived from the 2013 Valuation
Reports, including projections, estimates, judgments and forward-looking statements, is subject to material risk and
uncertainty. In view of these uncertainties, investors should not rely exclusively on these projections, estimates,
judgments and forward-looking statements to make an investment decision and are also encouraged to carefully
analyze all of the information included elsewhere in this offering circular.
The information included in the Independent Consultant Reports and derived from the 2013 Valuation Reports
should not be taken as an indication of (1) the Vessels' fair market value, (2) a guarantee of the Vessels' future
value, (3) the outlook for the ultra-deepwater rig market, (4) a guarantee of the Vessel's or the Project Companies'
future performance, (5) the technical condition of the Vessels or (6) the future availability of the insurance coverage
applicable to the Vessels. The projections, estimates, judgments and forward-looking statements included in the
Independent Consultant Reports and derived from the 2013 Valuation Reports may not be realized considering that
they are subject to a number of factors and based on assumptions, including, among others, certain of those
described in "Forward-Looking Statements and Other Information."
Neither our independent auditors nor any other independent auditors, nor the initial purchasers, have compiled,
examined or performed any procedures regarding any information underlying or deriving from any of the
Independent Consultant Reports or 2013 Valuation Reports, nor have any of them expressed their opinion or
otherwise passed upon any of the information contained in or derived from any of the Independent Consultant
Reports or 2013 Valuation Reports, and none of them assume any responsibility for, and each of them denies any
association with, the Independent Consultant Reports, the 2013 Valuation Reports and any information derived
therefrom included elsewhere in this offering circular.
vii

Our independent auditors' reports included herein refer exclusively to our historical financial information. Their
respective reports do not cover any other information in this offering circular and should not be read otherwise.
The Independent Consultant Reports and 2013 Valuation Reports have not been prepared in accordance with
the rules of any stock exchanges or any authorities responsible for the registration of securities of any jurisdiction.
The Independent Consultant Reports and the information derived from the 2013 Valuation Reports do not
comprise all the information that may be important to making an investment decision. In view of these uncertainties,
investors should not rely exclusively on the projections or other forward-looking statements included in or derived
from any of the Independent Consultant Reports or 2013 Valuation Reports to make an investment decision and are
urged to carefully analyze and conduct their own investigation of all of the information included in this offering
circular, including the risk factors described elsewhere. See "Risk Factors."
Calculation of Backlog
Our backlog related to offshore drilling operations, operation of offshore production platforms, and subsea
operations arises out of charters and services agreements. We calculate "backlog" with respect to these charters and
services agreements by multiplying the applicable current day rates by the number of days remaining under the
terms of these agreements assuming full compliance with all relevant provisions of these contracts by the parties
thereto and full availability of the relevant vessels (which includes drillships, semi-submersible platforms, floating
production, storage and offloading vessels, or FPSOs, and subsea vessels).
Our backlog related to maintenance and modification services arises out of maintenance service contracts. We
calculate backlog with respect to these maintenance service contracts as the full price to be received for services
rendered under these contracts assuming we complete the work within the time period and budget specified.
The actual amount of revenues earned may differ from backlog amounts described in this offering circular due
to various factors, including dry-docking periods, downtime of the relevant vessels, disputes with counterparties,
equipment failures, labor disputes, supply delays, supply expenses, inclement weather and other unforeseen
occurrences. See "Forward-Looking Statements and Other Information." Accordingly, the actual amount of
revenues earned may be substantially lower than the backlog reported in this offering circular.
Rounding
Some figures included in this offering circular may not represent exact amounts because they were rounded up
or down for ease of presentation. Accordingly, the total results shown in tables included elsewhere in this offering
circular may not correspond to the exact arithmetic sum of the figures that precede them.
viii

FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION
This offering circular contains estimates and forward-looking statements within the meaning of the Securities
Act, principally in "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Industry Overview" and "Business." Estimates, valuations and forward-looking statements
are mainly based on the Issuer's and the Project Companies' current expectations and estimates of future events and
trends, which affect or may affect businesses and operations. Although the Issuer and the Project Companies believe
that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to
several risks and uncertainties and are made in light of information currently available to them. Many important
factors, in addition to the factors described in this offering circular, may adversely affect the Project Companies'
results as indicated in forward-looking statements.
The Project Companies' estimates and forward-looking statements may be influenced by the following factors,
among others:
·
the limited operating history of the Project Companies;
·
any failure of the Vessels to perform satisfactorily;
·
the Project Companies' significant leverage or inability to generate sufficient cash flow to meet their debt
service requirements in respect of the Note Guarantees and the notes;
·
any delays in payment by, or disputes with Petrobras under the Charter Agreements and the Services
Agreements;
·
the Project Companies' or Operator's inability to maintain, renew or extend the Charter Agreements and
the Services Agreements;
·
the Operator's inability to maintain operating expenses at adequate and profitable levels;
·
the inability of the Project Companies to charter the Vessels upon termination of the Charter Agreements at
adequate operational levels;
·
the Project Companies' or the Operator's inability to meet any future capital expenditure requirements;
·
the Project Companies' inability to respond to technological changes or to meet technological requirements
in the areas in which the Vessels operate;
·
the occurrence of any accident involving the Operator or the Vessels;
·
changes in governmental regulations that affect the Issuer, the Project Companies, the Operator or
Petrobras and interpretations of those regulations, particularly with regard to environmental matters, the oil
and natural gas industry and taxes;
·
increased competition in the deepwater and ultra-deepwater drilling market;
·
unforeseen occurrences in Brazil, where the Vessels will operate during the term of the Charter Agreements
and the Services Agreements, or any other areas where the Vessels may operate in the future, such as war,
expropriation, nationalization, renegotiation or modification of licenses or treaties;
·
taxation and resource development policies, changing political conditions and other risks relating to foreign
investment;
·
actions taken by the Project Companies' and the Operator's controlling shareholder;
·
the cost and availability of adequate insurance coverage; and
·
other risk factors discussed in the "Risk Factors" section of this offering circular.
ix