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Subsea 7 Inc Prospectus Subsea 7 Inc. Listing of U.S.$300,000,000 2.80 per cent. Subsea 7 Inc. Convertible Note Issue 2006/2011 ISIN NO 001 0315344 on Oslo Børs for total gross proceeds of U.S.$300,000,000 Sole Bookrunner and Underwriter Lehman Brothers 6 June 2006 INDEX 1. SUMMARY*********************************************************************** 3 1.1 The Company ***************************************************************** 3 1.2 Business activities************************************************************** 3 1.3 Board of directors, Management and Auditor**************************************** 3 1.4 Advisors ********************************************************************* 3 1.5 Share Capital****************************************************************** 3 1.6 Articles of Association and Documents on Display *********************************** 4 1.7 Use of Proceeds *************************************************************** 4 1.8 Selected financial information **************************************************** 4 1.9 Summary of risk factors********************************************************* 4 1.10 Overview of the Offering ******************************************************** 5 2. RISK FACTORS******************************************************************* 8 2.1 General ********************************************************************** 8 2.2 Market and regulatory risk ******************************************************* 8 2.3 Political risk ****************************************************************** 8 2.4 Environmental issues *********************************************************** 8 2.5 Operational risk**************************************************************** 9 2.6 Financial risk****************************************************************** 9 2.7 Risks related to the Notes and the Ordinary Shares*********************************** 10 3. IMPORTANT NOTICES ************************************************************ 12 4. RESPONSIBILITY STATEMENTS *************************************************** 14 4.1 Subsea 7 Inc. ***************************************************************** 14 4.2 Manager********************************************************************** 14 4.3 Legal advisor to Subsea 7 Inc. *************************************************** 14 4.4 Auditor of Subsea 7 Inc. ******************************************************** 14 5. TERMS AND CONDITIONS OF THE NOTES ***************************************** 15 6. DESCRIPTION OF SUBSEA 7 ****************************************************** 41 6.1 The Company ***************************************************************** 41 6.2 Principal activities************************************************************** 42 6.3 Vessels *********************************************************************** 44 6.4 Principal markets ************************************************************** 45 6.5 Organisational structure ********************************************************* 46 6.6 Administrative, management and supervisory bodies ********************************** 48 6.7 Board practices **************************************************************** 49 7. SHARE CAPITAL AND SHAREHOLDERS’ MATTERS ********************************* 51 7.1 General ********************************************************************** 51 7.2 Current share capital************************************************************ 51 7.3 Historical development in share capital and number of shares ************************** 51 7.4 Authority to issue new shares **************************************************** 52 7.5 Authority to acquire own shares ************************************************** 52 7.6 Share price development********************************************************* 53 7.7 Ownership structure ************************************************************ 54 7.8 Shareholder and dividend policy ************************************************** 54 7.9 Restrictions, voting, trading etc. ************************************************** 54 7.10 Equity instruments ************************************************************* 54 7.11 Company incentive scheme ****************************************************** 55 8. FINANCIAL INFORMATION******************************************************** 57 9. LEGAL AND TAX MATTERS******************************************************* 57 9.1 Material contractual disputes and legal proceedings*********************************** 57 9.2 Material Contracts************************************************************** 58 9.3 Corporate law on Cayman Islands relevant to Subsea 7 ******************************* 59 9.4 Norwegian Tax Issues*********************************************************** 63 1 10. SUBSCRIPTION AND SALE******************************************************** 65 10.1 General ********************************************************************** 65 10.2 United States ****************************************************************** 66 10.3 United Kingdom *************************************************************** 66 10.4 European Economic Area******************************************************** 66 10.5 Cayman Islands**************************************************************** 66 10.6 Switzerland ******************************************************************* 66 11. GENERAL INFORMATION — APPENDICES AND DOCUMENTS ON DISPLAY*********** 11.1 Listing *********************************************************************** 67 11.2 Approvals ******************************************************************** 67 11.3 Expenses ********************************************************************* 67 11.4 ISIN and Common Code ******************************************************** 67 11.5 Yield ************************************************************************ 67 11.6 Address of the Paying, Transfer and Conversion Agent and Registrar ******************** 67 11.7 Appendices ******************************************************************* 67 12. DEFINITIONS AND GLOSSARY **************************************************** 68 13. CROSS REFERENCE GUIDE ******************************************************* 71 Appendix 1: Articles of Association of Subsea 7 Inc. (former Siem Offshore Inc.) Appendix 2: Subsea 7 Inc. Annual Report 2005 Appendix 3: Subsea 7 Inc. Annual Report 2004 2 1. SUMMARY This summary should be read as an introduction to the Prospectus and is qualified in its entirety by the more detailed information and the appendices appearing elsewhere in this Prospectus. 1.1 The Company Subsea 7’s main activity is to provide pipe laying services, subsea construction services and other subsea services for the global oil and gas industry. The Company was incorporated on 10 January 2002 under the name DSND Inc., and renamed Siem Offshore Inc. in July 2004. The Company changed its name from Siem Offshore Inc. to Subsea 7 Inc. at the annual general meeting of the Company held on 15 July 2005, in conjunction with the spin-off of the non-subsea related activities into a separately listed company which retained the name of Siem Offshore Inc. As a company incorporated in the Cayman Islands, Subsea 7 is subject to Cayman Islands laws and regulations. In addition, due to the listing of the Company’s shares on Oslo Børs, certain aspects of Norwegian securities law and the Code, apply to the Company. 1.2 Business activities Subsea 7 performs total subsea field developments and provides design, engineering, construction, installation and maintenance of facilities for the subsea production of oil and gas. Subsea 7 operates 17 multi-purpose, highly specialised dynamically-positioned (DP) vessels capable of deepwater pipe laying, deepwater subsea construction and diving and subsea surveys and a large fleet of remotely operated vehicles (ROVs). The ROV fleet totals more than 100 specialised vehicles. In addition, the Company operates four spool bases for the welding of pipelines. Subsea 7’s business consists of the following seven business segments, which are interrelated and to a large degree overlap on specific projects, as described below: ) Deepwater Systems and Technology ) Towed Production Systems ) Subsea Construction & IRM ) Pipe laying services ) Survey & Positioning Services ) ROV services ) Remote technology 1.3 Board of directors, Management and Auditor The Company’s directors are Kristian Siem (Chairman), Michael Delouche, Arild Schultz, John Smith and Allen L. Stevens. Subsea 7’s chief executive officer is Mel Fitzgerald. Barry Mahon is the chief financial officer. Subsea 7 Inc.’s auditor is PricewaterhouseCoopers LLP, independent registered auditors and chartered accountants and a member of the Institute of Chartered Accountants of England and Wales. 1.4 Advisors Lehman Brothers International (Europe) has acted as sole bookrunner and underwriter for Subsea 7 Inc. in connection with the issue of the Notes and their subsequent listing on Oslo Børs. Wiersholm, Mellbye & Bech, Advokatfirma AS has acted as the Company’s Norwegian legal advisors, and Linklaters has acted as English legal advisors to Lehman Brothers International (Europe) and The Law Debenture Trust Corporation p.l.c. 1.5 Share Capital As at the date of this Prospectus, the registered share capital of the Company is U.S.$2,000,000 divided into 200,000,000 Common Shares of a nominal value of 0.01 each. The issued share capital is U.S.$1,481,217.00 divided into 148,121,737 shares each with a nominal value
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