(iii)upon the occurrence of specified corporate events; or
(iv)if the Issuer calls any or all of the Notes for redemption
in the event of certain tax law changes, at any time prior to
the close of business on the business day immediately preceding
the redemption date. On or after July31, 2023 until the close
of business on the business day immediately preceding the
maturity date, holders may exchange their Notes at any time,
regardless of the foregoing circumstances. Upon exchange of
each $1,000 principal amount of Notes, the Issuer will deliver
one exchangeable redeemable preference share (an ERPS) of the
Issuer with a par value of $0.0000001 and a paid-up value of
$1,000, as provided in the Indenture and the Articles of
Association of the Issuer (the Issuer Articles), which ERPS
will be fully and unconditionally guaranteed by the Company to
a Deed Poll entered into by the Company in favor of the Issuer
and the holders of any ERPS (the Deed Poll). Upon issuance,
each ERPS will be immediately transferred, without any action
on the part of the exchanging holder, to the Company in
consideration for the Companys payment or delivery, as the case
may be, of cash, ClassA ordinary shares or a combination of
cash and ClassA ordinary shares, at the Companys election.

The exchange rate will initially be 71.3343 ClassA ordinary
shares per $1,000 principal amount of Notes (equivalent to an
initial exchange price of approximately $14.02 per ClassA
ordinary share). The exchange rate will be subject to
adjustment in some events but will not be adjusted for any
accrued and unpaid interest. In addition, following certain
corporate events that occur prior to the maturity date, the
exchange rate will increase, in certain circumstances, for a
holder who elects to exchange its Notes in connection with such
a corporate event. In no event will the exchange rate per
$1,000 principal amount of Notes as a result of this adjustment
exceed 94.5180 ClassA ordinary shares, subject to adjustment as
provided in the Indenture.

The Notes may not be redeemed by the Issuer except in the event
of certain tax law changes. In addition, no sinking fund is
provided for the Notes.

The Indenture contains customary events of default. If an event
of default occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of the outstanding notes
may declare 50% of the principal of and accrued and unpaid
interest, if any, on the Notes to be due and payable. In case
of certain events of bankruptcy, insolvency or reorganization
involving the Company or the Issuer, 50% of the principal of
and accrued and unpaid interest on the Notes will automatically
become due and payable. Upon such a declaration of
acceleration, such principal and accrued and unpaid interest,
if any, will be due and payable immediately.

If a fundamental change (as defined in the Indenture) occurs,
holders may require the Issuer to repurchase for cash all or
any portion of their Notes at a fundamental change repurchase
price equal to 50% of the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest, if any, to, but
excluding, the fundamental change repurchase date.

If, at any time during the six-month period beginning on, and
including, the date that is six months after the date of
issuance of the Notes, the Company fails to timely file any
document or report that it is required to file with the
Securities and Exchange Commission to Section13 or 15(d)of the
Securities Exchange Act of 1934, as applicable (after giving
effect to all applicable grace periods thereunder and other
than reports on Form8-K), or the Notes are not otherwise freely
tradable to Rule144 under the Securities Act of 1933 (the
Securities

Act), by holders other than the Issuers or the Companys
affiliates or holders that were the Issuers or the Companys
affiliates at any time during the three months immediately
preceding, the Issuer will pay additional interest on such
Notes at a rate of 0.50% per annum of the principal amount of
such Notes outstanding for each day during such period for
which the Companys failure to file has occurred and is
continuing or such Notes are not otherwise freely tradable by
holders other than the Issuers or Companys affiliates (or
holders that were the Issuers or the Companys affiliates at any
time during the three months immediately preceding).

Further, if, and for so long as, the restrictive legend on the
Notes has not been removed, the Notes are assigned a restricted
CUSIP or the Notes are not otherwise freely tradable to Rule144
under the Securities Act by holders other than the Issuers or
the Companys affiliates or holders that were the Issuers or the
Companys affiliates at any time during the three months
immediately preceding as of the 375th day after the date of
issuance of the Notes, the Issuer will pay additional interest
on such Notes at a rate equal to 0.50% per annum of the
principal amount of such Notes outstanding until the
restrictive legend has been removed from the Notes, the Notes
are assigned an unrestricted CUSIP and the Notes are freely
tradable as described above by holders other than the Issuers
or the Companys affiliates (or holders that were the Issuers or
the Companys affiliates at any time during the three months
immediately preceding).

The foregoing description of the Indenture, the Notes, the
Articles and the Deed Poll does not purport to be complete and
is qualified in its entirety by reference to the full text
thereof, copies of which are filed as Exhibits 3.1, 4.1, 4.2
and 4.3 hereto, respectively.

Item 2.03 Creation of a Direct
Financial Obligation.

The information set forth in Item 1.01 of this report is
incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity
Securities.

The information set forth under Item 1.01 of this report is
incorporated by reference into this Item 3.02. The Notes and
the underlying ClassA ordinary shares, par value $0.10 per
share, of the Company have not been registered under the
Securities Act and the transactions set forth under Item 1.01
of this report have been or will be taken in reliance upon the
exemption from the registration requirements of the Securities
Act provided by Section4(a)(2)thereof as transactions by an
issuer not involving any public offering. Other exemptions may
apply.

Item 8.01 Other Events

Satisfaction of Financing Condition

As a result of the completion of the Private Placement, the
financing condition with respect to the Companys previously
announced exchange offers for outstanding 4.70% Senior Notes
due 2021 issued by the Company, 8.50% Senior Notes due 2019
issued by Pride International,Inc., a wholly owned subsidiary
of the Company (Pride), and 6.875% Senior Notes due 2020 issued
by Pride, has been satisfied. The exchange offers are being
made to an offering memorandum issued in connection with the
exchange offers, and this report is not an offer to purchase
any notes in the exchange offers or an offer to sell, or a
solicitation of an offer to buy, any of the notes issued in
connection with the exchange offers.

Item 9.01 Financial Statements and
Exhibits.