Company Overview
| Company Name |
QGOG CONSTELLATION S.A. |
| Company Address |
40, avenue Monterey, L-2163 Luxembourg 00000 |
| Company Phone |
+352 20 20 2401 |
| Company Website |
www.qgogconstellation.com |
| CEO |
Leduvy de Pina Gouvea Filho |
| Employees (as of 9/30/2012) |
2370 |
| State of Inc |
-- |
| Fiscal Year End |
-- |
| Status |
Withdrawn (1/7/2013) |
| Proposed Symbol |
-- |
| Exchange |
New York Stock Exchange |
| Share Price |
19.00 - 21.00 |
| Shares Offered |
27,500,000 |
| Offer Amount |
$664,125,000.00 |
| Total Expenses |
-- |
| Shares Over Alloted |
4,125,000 |
| Shareholder Shares Offered |
-- |
| Shares Outstanding |
197,977,364 |
| Lockup Period (days) |
180 |
| Lockup Expiration |
-- |
| Quiet Period Expiration |
-- |
| CIK |
0001548086 |
We estimate that our net proceeds from this offering, after deducting the
underwriting discount and estimated offering expenses, will be approximately
$517.8 million (or approximately $596.8 million if the underwriters exercise
their option to purchase additional common shares in full), assuming the shares
are offered at $20.00 per share, the mid-point of the estimated offering price
range set forth on the cover page of this prospectus. A $1.00 increase
(decrease) in the assumed initial public offering price of $20.00 per share
would increase (decrease) the net proceeds to us from this offering by
approximately $26.3 million, assuming the number of common shares offered by us
as set forth on the cover page of this prospectus remains the same and after
deducting the underwriting discounts and commissions.
We will not receive proceeds from the concurrent private placement to be
completed upon the closing of this offering. However, upon the closing of the
private placement we will own 100% of the equity interests in Amaralina Star
Ltd. and Laguna Star Ltd.
We intend to use the net proceeds from this offering (1) to make capital
expenditures and related expenses for certain existing projects, including
Drillship No. 3, which is under construction and (2) to make capital
expenditures and investments related to expected new projects, including
amounts payable following our potential exercise of an option included in a
letter of intent we have executed with Samsung and related expenses in
connection therewith and for general corporate purposes. Specifically, we
expect to allocate the net proceeds as follows:
Estimated net proceeds
Allocation Percentage (in millions of $) (1)
Capital expenditures for certain
existing projects 52.4 % 271.4
Capital expenditures for new projects
and general corporate purposes 47.6 % 246.4
Total 100 % 517.8
(1) Assuming the underwriters do not exercise their option to purchase additional
common shares.
The oil and gas services industry is highly competitive. We face competition
mainly in offshore drilling from competitors such as Diamond Offshore Drilling,
Inc., Ensco plc, Ocean Rig UDW, Inc., Odebrecht Óleo e Gás S.A., Pacific
Drilling S.A., Petroserv S.A., Seadrill Ltd. and Transocean Ltd. Demand for
contract drilling and related services is influenced by a number of factors,
including the current and expected prices of oil and gas and the expenditures of
oil and gas companies for exploration and development activities. In addition,
demand for drilling and related services remains dependent on a variety of
political and economic factors beyond our control, including worldwide prices
and demand for oil and gas, the ability of OPEC to set and maintain production
levels and pricing, the level of production of non-OPEC countries and the
policies of the various governments regarding exploration and development of
their oil and gas reserves, among others.
We believe we are competitive in terms of pricing, performance, equipment,
safety and availability of experienced, skilled personnel. In addition,
industry-wide shortages of supplies, services, skilled personnel and equipment
necessary to conduct our customers’ businesses can occur. Competition for
offshore rigs is usually on a global basis, as these rigs are mobile and may be
transported at a cost that can be substantial, from one region to another in
response to demand. Our largest competitors in the drilling industry have more
diverse fleets and may have greater financial resources than we do, which may
better enable them to withstand periods of low utilization, compete more
effectively on the basis of price, build new rigs or acquire existing rigs.
Company Description
We are a market leading Brazilian-controlled provider of offshore oil and gas
contract drilling and FPSO services in Brazil. We are also one of the ten
largest drilling companies globally, as measured by ultra-deepwater and
deepwater drilling rigs in operation. We believe that our size and over 30
years
of continuous operating experience in this industry provides us a competitive
advantage in the Brazilian oil and gas market. In particular, we believe we are
well positioned to benefit from the expected increase in ultra-deepwater
drilling activity in Brazil, a market segment driven primarily by the recent
discoveries of vast potential oil and gas reserves in the pre-salt layer
offshore Brazil. We own and hold ownership interests in a fleet of
state-of-the-art offshore and onshore drilling rigs and FPSOs, including nine
ultra-deepwater rigs in operation or under construction. In 2011, we recorded
net operating revenues of $586.3 million, a 2009-2011 annual net operating
revenue CAGR of 93.5% and an EBITDA margin of 36.1%. For the nine-month period
ended September 30, 2012, we recorded net operating revenues of $575.9 million
and an EBITDA margin of 56.5%. We plan to continue our growth strategy through
investments in additional premium ultra-deepwater drilling units and FPSOs. We
are part of the Queiroz Galvão Group, which through QG S.A., the group’s
Brazilian holding company, is one of the largest Brazilian conglomerates with
$3.4 billion in consolidated gross revenues in 2011 and with a proven track
record in heavy construction, energy, oil and gas, infrastructure, real estate,
agriculture and steel. We have successfully capitalized on our market-leading
position and industry expertise to accumulate a contract backlog of $10.9
billion as of September 30, 2012, a 136.6% increase from our contract backlog as
of December 31, 2008.
We have a strong, long-term relationship with Petrobras, one of the world’s
largest integrated oil and gas companies, which has been our principal client
since we commenced operations in 1981. We believe that our long-term track
record in Brazil and our relationship with Petrobras, together with our premium
drilling assets, investments in FPSOs and affiliation with the Queiroz Galvão
Group, will allow us to capture a significant share of the growing offshore
services opportunity in Brazil.
-----
We were incorporated as a société anonyme under the laws of Luxembourg on
August 30, 2011. Our principal executive offices are located at 40, avenue
Monterey, L-2163 Luxembourg. Our telephone number is +352 20 20 2401.
We have registered the domain names www.qgogconstellation.com, www.qgog.com,
www.qgog.com.br and www.qgp.com.br with the Information Nucleus and Internet
Coordinator (Núcleo de Informação e Coordenação do Ponto Br).
There are no news stories for this IPO at this time.