The Irish Stock Exchange has approved this document as Listing Particulars. Application has been ...

645 Pages·2014·4.54 MB·English

The Irish Stock Exchange has approved this document as Listing Particulars. Application has been made
to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on the Global
Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global
Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC.
NOT FOR GENERAL DISTRIBUTION
OFFERING MEMORANDUM IN THE UNITED STATES

Seven Energy Finance Limited
$300,000,000
10¼% Senior Secured Notes due 2021
Seven Energy Finance Limited (the “Issuer”) is offering (the “Offering”) $300,000,000 in aggregate principal amount of its
10¼% Senior Secured Notes due 2021 (the “Notes”). We will pay interest on the Notes semi-annually in arrears on each April 11 and
October 11, commencing April 11, 2015. Some or all of the Notes may be redeemed prior to October 11, 2018, by paying 100% of the
principal amount of such Notes plus a make-whole premium, and at any time on or after October 11, 2018, at the redemption prices set forth
in this offering memorandum (the “Offering Memorandum”). In addition, prior to October 11, 2018, we may redeem, at our option, up to
35% of the Notes with the net proceeds from certain equity offerings. If we undergo a change of control or sell certain of our assets, we may
be required to make an offer to purchase the Notes. In the event of certain developments affecting taxation, we may redeem all, but not less
than all, of the Notes.
The Notes will be senior secured debt of the Issuer ranking pari passu in right of payment to all of the Issuer’s existing and
future senior indebtedness. The Notes will be initially guaranteed on a senior basis (the “Guarantees”) by Seven Energy International
Limited (the “Company”) and certain of its subsidiaries (collectively, the “Guarantors”). The Guarantees will be senior secured debt of each
of the relevant Guarantors, ranking pari passu in right of payment to all of the relevant Guarantor’s existing and future senior indebtedness.
The Notes and the Guarantees will be secured by first priority liens on the Collateral (as defined herein), as more fully described herein. The
Guarantees and the Collateral will be subject to contractual and legal limitations under relevant local laws and may be released under certain
circumstances. The Notes will be structurally subordinated to all existing and future indebtedness and other liabilities (including trade
payables) of the Company’s subsidiaries that are not Guarantors and effectively subordinated to any existing and future indebtedness and
other liabilities of the Issuer and the Guarantors to the extent such indebtedness or other liabilities are secured by property and assets that do
not secure the Notes, to the extent of the value of such property and assets.
This Offering Memorandum includes information on the terms of the Notes and the Guarantees, including redemption and
repurchase prices, covenants and transfer restrictions.
Application has been made to have the Notes admitted to listing on the Official List of the Irish Stock Exchange and to trading on
the Irish Stock Exchange’s Global Exchange Market (the “Global Exchange Market”). The Global Exchange Market is not a regulated
market pursuant to the provisions of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
Investing in the Notes involves a high degree of risk. See “Risk factors” beginning on page 33.
_____________________
Price: 98.781% plus accrued interest, if any, from October 10, 2014.
_____________________
The Issuer expects that the Notes will be delivered in book-entry form through Euroclear Bank SA/NV
(“Euroclear”) and/or Clearstream Banking, société anonyme, Luxembourg (“Clearstream”), on or about October 10, 2014
(the “Issue Date”).
_____________________
The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the “U.S. Securities Act”). The Notes may not be offered or sold within the United States, except
to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the U.S.
Securities Act (“Rule 144A”) or in offshore transactions in reliance on Regulation S under the U.S. Securities Act
(“Regulation S”). You are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See “Plan of distribution” and “Notice to
investors” for additional information about eligible offerees and transfer restrictions.
Global Coordinators and Joint Lead Bookrunners
Joint Bookrunners

The date of this Offering Memorandum is October 10, 2014
TABLE OF CONTENTS

Forward-looking statements ................................................................................................................................. viii
Presentation of financial and other information ........... .......................................................................................... xi
Summary.................................................................................................................................................................. 1
The Offering .......................................................................................................................................................... 18
Risk factors ............................................................................................................................................................ 33
The Acquisitions .................................................................................................................................................... 84
Use of proceeds ..................................................................................................................................................... 85
Capitalization ......................................................................................................................................................... 87
Selected financial data ........................................................................................................................................... 89
Unaudited pro forma financial information ........................................................................................................... 89
Management’s discussion and analysis of financial condition and results of operations ...................................... 97
Country, industry and market data ....................................................................................................................... 134
Legal and regulatory ............................................................................................................................................ 143
Our business ........................................................................................................................................................ 153
Management ........................................................................................................................................................ 200
Principal equity holders ....................................................................................................................................... 205
Certain relationships and related party transactions ............................................................................................ 209
Description of certain financing arrangements .................................................................................................... 210
Description of notes ............................................................................................................................................. 243
Book-entry, delivery and form ............................................................................................................................ 315
Taxation ............................................................................................................................................................... 320
Plan of distribution .............................................................................................................................................. 327
Notice to investors ............................................................................................................................................... 330
Legal matters ....................................................................................................................................................... 333
Independent auditors ............................................................................................................................................ 334
Independent petroleum engineers ........................................................................................................................ 335
Available information .......................................................................................................................................... 336
Service of process and enforcement of civil liabilities ........................................................................................ 337
Certain insolvency law considerations ................................................................................................................ 346
Listing and general information ........................................................................................................................... 358
Glossary of oil & gas industry terms ................................................................................................................... 362
Index to financial statements ............................................................................................................................... 369
i
IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
In this Offering Memorandum, “we”, “our”, “us”, the “Company”, “Seven Energy”, “the Group” and
“SEIL” refer to Seven Energy International Limited and its subsidiaries, as the context requires.
We have prepared this Offering Memorandum based on information we have or have obtained from
sources we believe to be reliable. Summaries of documents contained in this Offering Memorandum may not be
complete. We will make copies of actual documents available to you upon request. Neither we nor any of the
Initial Purchasers, represent that the information herein is complete. The information in this Offering
Memorandum is current only as of the date on the cover, and our business or financial condition and other
information in this Offering Memorandum may change after that date. You should consult your own legal, tax
and business advisors regarding an investment in the Notes. Information in this Offering Memorandum is not
legal, tax or business advice.
You should base your decision to invest in the Notes solely on information contained in this Offering
Memorandum. Neither we nor the Initial Purchasers have authorized anyone to provide you with any different
information.
We are offering the Notes, and the Guarantors are issuing the Guarantees in respect thereof, in reliance
on an exemption from registration under the U.S. Securities Act for an offer and sale of securities that does not
involve a public offering. If you purchase the Notes, you will be deemed to have made certain
acknowledgments, representations and warranties as detailed under “Notice to investors”. You may be required
to bear the financial risk of an investment in the Notes for an indefinite period. Neither we nor the Initial
Purchasers are making an offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is
prohibited. We do not make any representation to you that the Notes are a legal investment for you. No action
has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that
purpose.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and
regulations in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any
consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws
and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or
sales, and neither we nor the Initial Purchasers shall have any responsibility therefor.
None of the U.S. Securities and Exchange Commission (the “SEC”), any U.S. state securities
commission or any non-U.S. securities authority or other authority has approved or disapproved of the Notes or
determined if this Offering Memorandum is truthful or complete. Any representation to the contrary is a
criminal offense.
We accept responsibility for the information contained in this Offering Memorandum. We have made
all reasonable inquiries and confirm to the best of our knowledge, information and belief that the information
contained in this Offering Memorandum is true and accurate in all material respects, that the opinions and
intentions expressed in this Offering Memorandum are honestly held and that we are not aware of any other
facts, the omission of which would make this Offering Memorandum or any statement contained herein
misleading in any material respect.
The Initial Purchasers, the Trustee, the Registrar, the Transfer Agent, the Paying Agent, and the
Security Agent make no representation or warranty, express or implied, as to, and assume no responsibility for,
the accuracy or completeness of the information contained in this Offering Memorandum. Nothing contained in
this Offering Memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers as
to the past or the future.
We have prepared this Offering Memorandum solely for use in connection with the offer of the Notes.
You agree that you will hold the information contained in this Offering Memorandum and the transactions
contemplated hereby in confidence. You may not distribute this Offering Memorandum to any person, other
than a person retained to advise you in connection with the purchase of the Notes.
We and the Initial Purchasers may reject any offer to purchase the Notes in whole or in part, sell less
than the entire principal amount of the Notes offered hereby or allocate to any purchaser less than all of the
Notes for which it has subscribed.
ii
The information set forth in relation to sections of this Offering Memorandum describing clearing and
settlement arrangements, including the section entitled “Book-entry, delivery and form”, is subject to a change
in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently in effect.
While we accept responsibility for accurately summarizing the information concerning Euroclear or
Clearstream.
We have applied for the admission of the Notes to trading on the Global Exchange Market and to
listing on the Official List of the Irish Stock Exchange, and expect that the listing will be approved as of the
settlement date for the Notes. The settlement of the Notes is conditional on obtaining this listing.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the U.S. Securities Act and applicable securities laws of any other jurisdiction
pursuant to registration or exemption therefrom. Prospective purchasers should be aware that they may be
required to bear the financial risks of this investment for an indefinite period of time. See “Notice to investors”.
IN CONNECTION WITH THIS OFFERING, THE STABILIZING MANAGER (OR PERSONS
ACTING ON BEHALF OF THE STABILIZING 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 IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS
ACTING ON BEHALF OF A STABILIZING MANAGER) WILL UNDERTAKE ANY
STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER
OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT MUST END NO
LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE
NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZING MANAGER (OR PERSON ACTING ON BEHALF OF THE STABILIZING
MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

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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 THE 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 THE 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
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under “Notice to investors”. The Notes
have not been and will not be registered under the U.S. 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 U.S. Securities
Act provided by Rule 144A. Outside the United States, offers are being made in reliance on Regulation S under
the Securities Act. 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 this
Offering Memorandum, you agree not to offer, sell, resell transfer or deliver, directly or indirectly, any Note to
the public.
NOTICE TO CERTAIN EUROPEAN INVESTORS
Jersey No invitation will be made directly or indirectly to any person resident in Jersey to subscribe for
any of the Notes. Neither the Jersey Financial Services Commission nor the Registrar of Companies in Jersey
has provided consent to the circulation of the Offering Memorandum in Jersey and no action has been taken to
permit any offer of the Notes in Jersey.
United Kingdom This Offering Memorandum is for distribution only to, and is only directed at,
persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”), (ii) are persons
falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the
Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with
the issue or sale of any Notes may otherwise lawfully be communicated (all such persons together being referred
to as “relevant persons”). This Offering Memorandum is 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 this
Offering Memorandum relates 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 this Offering Memorandum or any of
its contents.
NOTICE TO BERMUDIAN INVESTORS
This Offering Memorandum is not subject to and has not received approval from either the Bermuda
Monetary Authority or the Registrar of Companies in Bermuda and no statement to the contrary, explicit or
implicit, is authorized to be made in this regard. The Notes may be offered or sold in Bermuda only in
compliance with the provisions of the Investment Business Act 2003 of Bermuda and the Exchange Control Act
1972 of Bermuda and regulations thereunder. Additionally, non-Bermudian persons may not carry on or engage
in any trade or business in Bermuda unless such persons are authorized to do so under applicable Bermuda
legislation. Engaging in the activity of distributing or marketing this Offering Memorandum in Bermuda to
persons in Bermuda may be deemed to be carrying on business in Bermuda.
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NOTICE TO BRITISH VIRGIN ISLANDS INVESTORS
This Offering Memorandum is not intended to be distributed to individuals that are members of the
public in the British Virgin Islands or otherwise to individuals in the British Virgin Islands. The Notes are only
available to, and any invitation or offer to subscribe, purchase or otherwise acquire the Notes will be made only
to, persons outside the British Virgin Islands, with the exception of persons resident in the British Virgin Islands
solely by virtue of being a company incorporated in the British Virgin Islands. Any person who is a member of
the public in the British Virgin Islands (other than solely by virtue of being a company incorporated in the
British Virgin Islands) or who receives this Offering Memorandum in the British Virgin Islands (other than in
the case of a person resident in the British Virgin Islands solely by virtue of being a company incorporated in
the British Virgin Islands, at its registered office in the British Virgin Islands) should not act or rely on this
Offering Memorandum or any of its contents.
NOTICE TO MAURITIAN INVESTORS
The Notes may not be offered or sold, directly or indirectly, to the public in Mauritius. Neither this
Offering Memorandum, nor any offering material or information contained herein relating to the offer of Notes,
may be released or issued to the public in Mauritius or used in connection with any such offer. This Offering
Memorandum does not constitute an offer to sell Notes to the public in Mauritius.
NOTICE TO NIGERIAN INVESTORS
This Offering Memorandum and the Notes have not been and will not be registered with the Nigerian
Securities and Exchange Commission, or under the Nigerian Investment and Securities Act No. 29 of 2007 (the
“ISA”). Further, neither this Offering Memorandum nor any other offering material related to the Notes may be
utilized in connection with any offering to the public within Nigeria, and the Notes may not be offered or sold
within Nigeria or to, or for the account or benefit of, persons resident in Nigeria, except in certain transactions
exempt from the registration requirements of the ISA. Accordingly, this Offering Memorandum is not directed
to, and the Notes are not available for subscription by, any persons within Nigeria, other than the selected
investors to whom the Offering Memorandum has been addressed as a private sale, or domestic concern, within
the exemption and meaning of Section 69(2) of the ISA.
NOTICE TO SWISS INVESTORS
This Offering Memorandum, as well as any other material relating to the Notes which are the subject of
the Offering contemplated by this Offering Memorandum, do not constitute an issue prospectus pursuant to
article 652a and/or article 1156 of the Swiss Code of Obligations and may not comply with the Directive for
Notes of Foreign Borrowers of the Swiss Bankers Association. The Notes will not be listed on the SIX Swiss
Exchange Ltd., and, therefore, the documents relating to the Notes, including, but not limited to, this Offering
Memorandum, do not claim to comply with the disclosure standards of the Swiss Code of Obligations and the
listing rules of the SIX Swiss Exchange Ltd. and corresponding prospectus schemes annexed to the listing rules
of the SIX Swiss Exchange Ltd. The Notes are being offered in Switzerland by way of a private placement (i.e.,
to a small number of investors only), without any public advertisement and only to investors who do not
purchase the Notes with the intention to distribute them to the public. The investors will be individually
approached directly from time to time. This Offering Memorandum, as well as any other material relating to the
Notes, is personal and confidential and does not constitute an offer to any other person. This Offering
Memorandum, as well as any other material relating to the Notes, may only be used by those investors to whom
it has been handed out in connection with the offering described herein and may neither directly nor indirectly
be distributed or made available to other persons without the Issuer’s express consent. This Offering
Memorandum, as well as any other material relating to the Notes, may not be used in connection with any other
offer and shall in particular not be copied and/or distributed to the public (or from) Switzerland.
NOTICE TO HONG KONG INVESTORS
The Notes may not be offered or sold in Hong Kong by means of any document other than to (1)
“professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong
and any rules made thereunder, or (2) in circumstances which do not result in the document being a
“prospectus” as defined in the Companies Ordinance (Cap. 32) of the laws of Hong Kong or which do not
constitute an offer to the public within the meaning of that ordinance. No invitation, advertisement 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
v
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 of Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to the Notes which are intended to be disposed of only to persons outside Hong
Kong or only to “professional investors”, as defined under the Securities and Futures Ordinance (Cap. 571) of
the laws of Hong Kong and any rules made thereunder.
NOTICE TO SINGAPORE INVESTORS
This Offering Memorandum and the Notes have not been and will not be registered with the Monetary
Authority of Singapore. Accordingly, this Offering Memorandum or 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 (1) to an institutional investor under
Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (2) to a relevant person
pursuant to Section 275(1) or any person pursuant to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA, or (3) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
NOTICE TO SINGAPORE INVESTORS
This Offering Memorandum and the Notes have not been and will not be registered with the Monetary
Authority of Singapore. Accordingly, this Offering Memorandum or 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 (1) to an institutional investor under
Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (2) to a relevant person
pursuant to Section 275(1) or any person pursuant to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA, or (3) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the Notes are subscribed for or purchased under Section 275 of the SFA by a relevant person
which is:
 a corporation (which is not an accredited investor (as defined in Section 4 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
 a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and
interest (however described) in that trust shall not be transferable within six months after the corporation or that
trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:
 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, and in accordance with the conditions specified in Section 275 of the SFA;
 where no consideration is or will be given for the transfer; or
 as specified in Section 276(7) of the SFA.
NOTICE REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
SUBSTANTIALLY ALL OF THE DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER
AND THE GUARANTORS ARE NON-RESIDENTS OF THE UNITED STATES. ALL OR A
SUBSTANTIAL PORTION OF THE ASSETS OF SUCH NON-RESIDENT PERSONS AND OF THE
ISSUER AND THE GUARANTORS ARE LOCATED OUTSIDE THE UNITED STATES. AS A RESULT,
IT MAY NOT BE POSSIBLE FOR INVESTORS TO EFFECT SERVICE OF PROCESS WITHIN THE
vi
UNITED STATES UPON SUCH PERSONS OR THE ISSUER AND THE GUARANTORS, OR TO
ENFORCE AGAINST THEM IN U.S. COURTS JUDGMENTS OBTAINED IN SUCH COURTS
PREDICATED UPON THE CIVIL LIABILITY PROVISIONS OF THE FEDERAL SECURITIES LAWS OF
THE UNITED STATES. THE ISSUER AND THE GUARANTORS HAVE BEEN ADVISED BY COUNSEL
THAT THERE IS DOUBT AS TO THE ENFORCEABILITY IN ENGLAND AND WALES, NIGERIA,
BERMUDA, BRITISH VIRGIN ISLANDS, JERSEY AND MAURITIUS IN ORIGINAL ACTIONS OR IN
ACTIONS FOR ENFORCEMENT OF JUDGMENTS OF U.S. COURTS, OF LIABILITIES PREDICATED
SOLELY UPON THE SECURITIES LAWS OF THE UNITED STATES. SEE “SERVICE OF PROCESS
AND ENFORCEMENT OF CIVIL LIABILITIES”.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE
NOTES.

vii
FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes forward-looking statements within the meaning of the securities
laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all
statements other than statements of historical facts contained in this Offering Memorandum, including, without
limitation, those regarding our future financial position and results of operations, our oil gas reserves and
resources data, our strategy, plans, objectives, goals and targets, future developments in the markets in which we
participate or are seeking to participate or anticipated regulatory changes in the markets in which we operate or
intend to operate. In some cases, you can identify forward-looking statements by terminology such as “aim”,
“anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “may”,
“plan”, “potential”, “predict”, “projected”, “should”, “target” or “will” or the negative of such terms or other
comparable terminology.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other
factors because they relate to events and depend on circumstances that may or may not occur in the future. We
caution you that forward-looking statements are not guarantees of future performance and are based on
numerous assumptions and that our actual results of operations, including our financial condition and liquidity
and the development of the industry in which we operate, may differ materially from (and be more negative
than) those made in, or suggested by, the forward-looking statements contained in this Offering Memorandum.
In addition, even if our results of operations, including our financial condition and liquidity and the development
of the industry in which we operate, are consistent with the forward-looking statements contained in this
Offering Memorandum, those results or developments may not be indicative of results or developments in
subsequent periods. Important risks, uncertainties and other factors that could cause these differences include,
but are not limited to:
 the concentration of our primary reserves and resources in one geographic region pursuant to one
agreement, the Strategic Alliance Agreement;
 the loss or termination of the Strategic Alliance Agreement;
 allegations that negatively portray our business, operations and assets, including but not limited to the
Strategic Alliance Agreement, our interest in the OMLs and relationships with third-parties;
 a failure to agree upon the interpretation or application of certain contractual terms with our contractual
counterparties with respect to the Strategic Alliance Agreement;
 our non-license interests in certain assets, whereby we rely on contractual counterparties to develop and
operate such assets;
 logistical and operational difficulties associated with operating in Nigeria;
 changes in governmental regulation, including regulatory changes affecting the availability of permits,
and governmental actions that may affect operations or our planned expansion;
 the inability to obtain good and marketable title to, or contractual interests in, licensed assets;
 political instability, religious differences, ethnicity, regionalism and internal security concerns in
Nigeria;
 adverse sovereign action, including expropriation or re-nationalization;
 our exposure to militant activity;
 disruption to our operations or loss of production due to bunkering or theft;
 the inability to adequately address actual or perceived corruption and inability to attract foreign
investment;
viii
 non-compliance with such laws and regulations due to uncertainty in the interpretation and application
of such laws and regulations; amendments to, or the adoption of, new customs or taxation laws, rules
and regulations;
 the exposure to increased market risk and uncertainty as a result of operating in an emerging market;
 the inconsistent application of laws, rules and regulations as a result of operating in five states within
the Federal Republic of Nigeria;
 the implementation of oil production quotas, including limitations on oil production volumes imposed
by OPEC;
 the loss of any of our key customers or their inability to fulfil their contractual obligations;
 operational impediments or damage to our processing and transportation infrastructure;
 the inability to obtain funds to maintain our ongoing operations, grow our business and complete
planned projects;
 the failure to comply with licensing, contractual and regulatory requirements;
 the reliance on our commercial partners to comply with the obligations under the relevant licenses or
the agreements pursuant to which the assets are operated and agreed work programs are completed in
accordance with their terms;
 delays, disruptions and disputes with third-party operators, partners and other project participants;
 limited growth in Nigerian domestic demand for gas;
 the decline of our reserves due to the inability to explore, develop or acquire additional resources;
 our inability to expand and recognize anticipated benefits of acquisitions;
 the inability to attract and retain skilled personnel;
 damage to our image or reputation due to the actual or perceived failure to address community issues;
 damage to our or our commercial partners’ reputations due to negative publicity;
 the failure to comply with health, safety and environmental laws and regulations;
 labor disputes and other disruptions;
 disruption to our information technology systems and our inability to adequately protect our
confidential information;
 our inability to maintain adequate insurance coverage;
 detrimental fluctuations in currency exchange rates;
 discrepancies between our estimated reserves, resources, quality and production volumes;
 competitiveness within the oil and gas exploration and production industry;
 price fluctuations in oil, gas and refined products markets and related fluctuations in demand for such
products;
ix