Obligation DEA Financial S.A. 7.5% ( XS1498935391 ) en EUR

DEA Financial S.A.

100 % ▼

Luxembourg

XS1498935391 ( en EUR )

7.5% par an ( paiement semestriel )

14/10/2022 - Obligation échue

Prospectus brochure de l'obligation DEA Finance S.A XS1498935391 en EUR 7.5%, échue

100 000 EUR

400 000 000 EUR

DEA Finance S.A. est une société de gestion d'actifs luxembourgeoise spécialisée dans les investissements alternatifs, notamment le private equity et le capital-investissement.

L'Obligation émise par DEA Financial S.A. ( Luxembourg ) , en EUR, avec le code ISIN XS1498935391, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2022

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION IN
THE UNITED STATES
DEA Finance SA
400,000,000 71/2% Senior Notes due 2022
DEA Finance SA, incorporated as a public limited liability company (société anonyme) under the laws of the
Grand Duchy of Luxembourg (the "Issuer"), is offering 400,000,000 aggregate principal amount of its 71/2% Senior Notes
due 2022 (the "Notes").
Interest on the Notes will accrue at the rate of 7.500% per annum and the Issuer will pay interest on the Notes
semi- annually on April 15 and October 15 of each year, commencing April 15, 2017. The maturity date of the Notes is
October 15, 2022.
At any time on or after April 15, 2019, the Issuer may redeem all or part of the Notes by paying the redemption
prices set forth in this offering memorandum (the "Offering Memorandum"). Prior to April 15, 2019, the Issuer will be
entitled, at its option, to redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus
accrued and unpaid interest, if any, plus a "make-whole" premium. In addition, prior to April 15, 2019, the Issuer may
redeem, at its option, up to 35% of the Notes with the net proceeds from certain equity offerings.
If the Issuer undergoes certain events defined as constituting a change of control, each holder may require the
Issuer to repurchase all or a portion of its Notes at 101% of their principal amount, plus accrued and paid interest, if any. In
the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes.
The Notes will be senior unsecured debt of the Issuer and will rank pari passu in right of payment with all of the
Issuer's existing and future senior obligations. The Notes initially will be guaranteed (collectively, the "Guarantees") on a
senior basis by L1E Finance GmbH & Co KG (the "Parent") and on a senior subordinated basis by certain subsidiaries of
the Parent (the "Subordinated Guarantors" and together with the Parent, the "Guarantors"). The Notes will be structurally
subordinated to all existing and future obligations and other liabilities (including trade payables) of the Parent's
subsidiaries that are not Guarantors or the Issuer. The Notes will be effectively subordinated to all of the Issuer's and the
Guarantors' existing and future secured debt to the extent of the value of the collateral securing such debt. The validity and
enforceability of the Guarantees will be subject to contractual and legal limitations, including as pursuant to applicable
German and Norwegian law, as described in "Certain insolvency law considerations." The Guarantees may be released
under certain circumstances and subject to certain conditions. See "Description of Notes--Note Guarantees release."
This Offering Memorandum includes information on the terms of the Notes and Guarantees, including redemption
and repurchase prices, covenants and transfer restrictions.
There is currently no public market for the Notes. The Issuer has applied to have the Notes admitted to listing on
the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market thereof (the "Euro MTF
Market"). The Euro MTF Market is not a regulated market within the meaning of Directive 2004/39/EC. This Offering
Memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses for
Securities, as amended.
Investing in the Notes involves a high degree of risk. See the "Risk factors" section of this Offering
Memorandum beginning on page 26.

Notes Price: 100.000% plus accrued interest, if any, from October 5, 2016.

The Notes have been delivered in book-entry form on October 5, 2016 (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"), or the securities laws of any other jurisdiction, and may not be offered

or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act. In the United States, this offering is being made only to
"qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) in compliance with
Rule 144A under the U.S. Securities Act ("Rule 144A"). You are hereby notified that the Initial Purchasers (as
defined herein) 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. Outside of the United States, this offering is being made in reliance on Regulation S
under the U.S. Securities Act. For further details about eligible offerees and resale restrictions, see "Plan of
distribution" and "Notice to investors."
Joint Bookrunners
Deutsche
Société
Citigroup
Crédit Agricole
ING
Natixis
UniCredit
Bank
Générale
CIB
Bank
The date of this Offering Memorandum is October 17, 2016.

In making your investment decision, you should rely only on the information contained in this Offering
Memorandum. The Issuer and Deutsche Bank AG, London Branch, Société Générale, Citigroup Capital Markets
Limited, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., London Branch, Natixis and UniCredit
Bank AG (collectively, the "Initial Purchasers") have not authorized anyone to provide you with any other
information. If you receive any other information, you should not rely on it. The Issuer and the Initial Purchasers
are offering to sell the Notes only in places where offers and sales are permitted. You should not assume that the
information contained in this Offering Memorandum is accurate as of any date other than the date on the front
cover of this Offering Memorandum. The Company's business or financial condition and other information in this
Offering Memorandum may change after that date.
Forward-looking statements ........................................................................................................................................
vii
Presentation of financial and other information ...........................................................................................................
ix
Presentation of industry and market data .....................................................................................................................
xx
Summary ......................................................................................................................................................................
1
Summary historical financial data ...............................................................................................................................
17
Summary reserves, resources, production and operating data .....................................................................................
22
Risk factors ..................................................................................................................................................................
26
Use of proceeds............................................................................................................................................................
60
Capitalization ...............................................................................................................................................................
61
Selected financial data .................................................................................................................................................
62
Unaudited pro forma condensed consolidated financial information ..........................................................................
65
Management's discussion and analysis of financial condition and results of operations ............................................
69
Industry and market data..............................................................................................................................................
98
Our business ................................................................................................................................................................
106
Certain regulatory regimes ...........................................................................................................................................
155
Management ................................................................................................................................................................
161
Principal shareholders ..................................................................................................................................................
169
Certain relationships and related party transactions.....................................................................................................
170
Description of certain financing arrangements ............................................................................................................
171
Description of notes .....................................................................................................................................................
183
Book-entry, delivery and form .....................................................................................................................................
248
Taxation .......................................................................................................................................................................
252
Plan of distribution ......................................................................................................................................................
259
Notice to investors .......................................................................................................................................................
261
Legal matters ...............................................................................................................................................................
264
Independent accountants ..............................................................................................................................................
264
Independent petroleum engineers ................................................................................................................................
264
Available information ..................................................................................................................................................
264
Service of process and enforcement of civil liabilities ................................................................................................
265
Certain insolvency law considerations and enforcement limitations ...........................................................................
268
Listing and general information ...................................................................................................................................
285
Glossary .......................................................................................................................................................................
286
Index to financial statements .......................................................................................................................................
F-1
Appendix Financial Statements of DEA Norge AS (formerly E.ON E&P Norge AS) for the year ended
December 31, 2015 ..................................................................................................................................................
A-1

In this offering memorandum, "Issuer" refers to DEA Finance SA, "Parent" refers to L1E Finance GmbH & Co
KG, "Group" refers to Parent and its subsidiaries and "Company" refers to DEA Deutsche Erdoel AG. In this Offering
Memorandum, "DEA," "we," "us" and "our" refer to the Company and its subsidiaries, except where the context otherwise
requires or it is otherwise indicated. The Company's registered office is located at Überseering 40, 22297 Hamburg,
Germany. The Issuer's registered address is located at 1-3, Boulevard de la Foire, C-1528 Luxembourg.

Important information about this Offering Memorandum
This Offering Memorandum is a document that we are providing only to prospective purchasers of the Notes. You
should read this Offering Memorandum before making a decision whether to purchase any Notes. You must not use this
Offering Memorandum for any other purpose.
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 the Initial Purchasers are providing you
with any legal, investment, business, tax or other advice in this Offering Memorandum. You should consult with your own
counsel, accountants and other advisors as needed to assist you in making your investment decision and to advise you
whether you are legally permitted to purchase the Notes.
This Offering Memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. No
action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that
purpose. Accordingly, the Notes may not be offered or sold, directly or indirectly, and this Offering Memorandum may not
be distributed, in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. You
must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute
this Offering Memorandum, and you must obtain all applicable consents and approvals; neither we nor the Initial
Purchasers shall have any responsibility for any of the foregoing legal requirements.
We are offering the Notes, and the Guarantors are issuing the Guarantees, in reliance on (i) an exemption from
registration under the U.S. Securities Act for an offer and sale of securities that does not involve a public offering and (ii) a
transaction pursuant to Regulation S that is not subject to the registration requirements of the U.S. Securities Act. If you
purchase the Notes, you will be deemed to have made certain acknowledgments, representations and warranties as detailed
under "Notice to investors." 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. 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. Neither we nor the Initial Purchasers are making any representation to you that the
Notes are a legal investment for you.
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.
Neither the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities commission nor any
non-U.S. securities authority nor 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 with regard to us and our subsidiaries and affiliates and the Notes 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 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, the
present or the future.
We reserve the right to withdraw this offering at any time. We and the Initial Purchasers may reject any offer to
purchase the Notes in whole or in part for any reason or no reason, 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. The Initial Purchasers and
certain of their respective related entities may acquire, for their own accounts, a portion of the Notes.
The information set out in relation to sections of this Offering Memorandum describing clearing and settlement
arrangements, including in the "Description of Notes" and "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 accept no further
responsibility in respect of such information.
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL
OTHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, NO ASSURANCE CAN BE
GIVEN THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) WILL
UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER
THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THIS OFFERING
IS MADE AND, IF BEGUN, MAY BE DISCONTINUED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE 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 PERSONS ACTING
ON ITS BEHALF) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
Notice to U.S. investors
This offering is being made in the United States in reliance upon an exemption from registration under the U.S.
Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your purchase, you will
be deemed to have made certain acknowledgments, representations and agreements. See "Notice to investors."
This Offering Memorandum is being provided (1) to a limited number of U.S. investors that we reasonably
believe to be QIBs under Rule 144A under the U.S. Securities Act for informational use solely in connection with their
consideration of the purchase of the Notes and (2) to investors outside the United States pursuant to offshore transactions
complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. The Notes described in this Offering
Memorandum have not been registered with, recommended by or approved by the SEC, any state securities commission in
the United States or any other securities commission or regulatory authority, nor has the SEC, any state securities
commission in the United States or any such securities commission or authority passed upon the accuracy or adequacy of
this Offering Memorandum. Any representation to the contrary is a criminal offense.

Notice to certain other investors
Austria The Notes may be offered and sold in the Republic of Austria only in compliance with the Austrian
Capital Markets Act (Kapitalmarktgesetz) as amended (the "Austrian Capital Markets Act") and applicable European
Union legislation. This Offering Memorandum has not been approved under the Austrian Capital Markets Act or the
Directive 2003/71/EC, and accordingly the Notes may not be offered publicly in Austria.
Belgium The Notes are not offered, directly or indirectly, to the public in Belgium. The Notes are being offered in
Belgium to qualified investors only, within the meaning of Article 3, §2, a) and 10 of the Belgian law of June 16, 2006 on
the public offering of securities and admission of securities to trading on a regulated market ("Belgian Prospectus Law")
and/or on the basis of the other exemptions set out in Article 3, §2 of the Belgian Prospectus Law. Accordingly, this
Offering Memorandum has not been and will not be notified to, or approved by, the Belgian banking, finance and insurance
commission (Commissie voor het bank-, financie- en assurantiewezen/Commission bancaire, financière et des
assurances). The Offering cannot be advertised and this Offering Memorandum and any other information, circular,
brochure or similar documents may not be distributed, directly or indirectly, in Belgium other than to said qualified
investors or, as the case may be, other than on the basis of the other exemptions set out in Article 3, §2 of the Belgian
Prospectus Law.
Denmark This Offering Memorandum has not been filed with or approved by any authority in the Kingdom of
Denmark. The Notes have not been offered or sold and may not be offered, sold or delivered directly or indirectly in the
Kingdom of Denmark, unless in compliance with the Danish Act on Trading in Securities (Consolidated Act No. 795 of
August 20, 2009, as amended from time to time) and any Orders issued thereunder.
France This Offering Memorandum has not been prepared in the context of a public offering in France within the
meaning of Article L. 411-1 of the Code Monétaire et Financier and has not been admitted to the clearance procedure of
the Autorité des marchés financiers. Consequently, the Notes may not be, directly or indirectly, offered or sold to the public
in France and neither this Offering Memorandum nor any other offering material may be distributed or caused to be
distributed, directly or indirectly, to the public in France. Such offers, sales and distributions will only be made in France to
providers of investment services relating to portfolio management for the account of third-parties (personnes fournissant le
service d'investissement de gestion de portefeuille pour le compte de tiers) and/or to qualified investors (investisseurs
qualifiés) and/or to a limited circle of investors (cercle restreint d'investisseurs) each acting for their own accounts, as
defined in and in accordance with Articles L. 411-1, L. 411-2 and D. 411-1 to 411-4 of the Code Monétaire et Financier.
Germany The Offering is not a public offering in the Federal Republic of Germany. The Notes may only be
offered, sold and acquired in accordance with the provisions of the Securities Prospectus Act of the Federal Republic of
Germany (the "Securities Prospectus Act", Wertpapierprospektgesetz, WpPG), as amended, the Commission Regulation
(EC) No. 809/2004 of 29 April 2004 as amended, and any other applicable German law. No application has been made
under German law to permit a public offer of Notes in the Federal Republic of Germany. This Offering Memorandum has
not been approved for purposes of a public offer of the Notes and accordingly the Notes may not be, and are not being,
offered or advertised publicly or by public promotion in Germany. Therefore, this Offering Memorandum is strictly for
private use and the offer is only being made to recipients to whom the document is personally addressed and does not
constitute an offer or advertisement to the public. The Notes will only be available to and this Offering Memorandum and
any other offering material in relation to the Notes is directed only at persons who are qualified investors (qualifizierte
Anleger) within the meaning of Section 2, No. 6 of the Securities Prospectus Act. Any resale of the Notes in Germany may
only be made in accordance with the Securities Prospectus Act and other applicable laws. The Company has not, and does
not intend to, file a securities prospectus with the German Federal Financial Supervisory Authority ("BaFin,"
Bundesanstalt für Finanzdienstleistungsaufsicht) or obtain a notification to BaFin from another competent authority of a
Member State of the EEA, with which a securities prospectus may have been filed, pursuant to Section 17(3) of the
Securities Prospectus Act.
Grand Duchy of Luxembourg This Offering Memorandum has not been approved by and will not be submitted
for approval to Commission de Surveillance du Secteur Financier (the Luxembourg competent authority) for the purposes
of public offering or sale of the Notes in the Grand Duchy of Luxembourg. Accordingly, the Notes may not be offered or
sold to the public in the Grand Duchy of Luxembourg, directly or indirectly, and neither this Offering Memorandum nor
any other circular, prospectus, form of application, advertisement, communication or other material may be distributed, or
otherwise made available in or from, or published in, the Grand Duchy of Luxembourg except for the sole purpose of the
listing of the Notes on the Official List of the Luxembourg Stock Exchange and to the admission to trading of the Notes on
the Euro MTF and except if the offer benefits from an exemption to or constitutes a transaction otherwise not subject to the
requirements to publish a prospectus for the purpose of the Luxembourg act dated July 10, 2005 relating to prospectuses for
securities, as amended, and implementing the Prospectus Directive. 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.

Italy No action has been or will be taken which could allow an offering of the Notes to the public in the Republic
of Italy. Accordingly, the Notes may not be offered or sold directly or indirectly in the Republic of Italy, and neither this
Offering Memorandum nor any other offering circular, prospectus, form of application, advertisement, other offering
material or other information relating to the Company or the Notes may be issued, distributed or published in the Republic
of Italy, except under circumstances that will result in compliance with all applicable laws, orders, rules and regulations.
The Notes cannot be offered or sold to any natural persons nor to entities other than qualified investors (according to the
definition provided for by the Prospectus Directive) either on the primary or on the secondary market.
Netherlands This Offering Memorandum is directed only at qualified investors as defined in the Prospectus
Directive, as amended and as implemented in the Netherlands ("Qualified Investors").
This Offering Memorandum must not be acted on or relied on by persons who are not Qualified Investors. Any
investment or investment activity to which this Offering Memorandum relates is available only to Qualified Investors and
will be engaged in only with Qualified Investors. Recipients of this Offering Memorandum are not permitted to transmit it
to any other person. The Notes are not being offered to the public in the Netherlands.
Norway This Offering Memorandum has not been and will not be filed with or approved by the Norwegian
Financial Supervisory Authority, the Oslo Stock Exchange or any other regulatory authority in Norway. The Notes have
not been offered or sold and may not be offered, sold or delivered, directly or indirectly, in Norway, unless in compliance
with Chapter 7 of the Norwegian Securities Trading Act 2007 and secondary regulations issued pursuant thereto, as
amended from time to time. Accordingly, this Offering Memorandum may not be made available nor may the Notes
otherwise be marketed and offered for sale in Norway other than in circumstances that are deemed not to be a marketing of
an offer to the public in Norway.
Russia The Notes will not be, nor are they intended to be, offered, transferred or sold as part of their initial
distribution or at any time thereafter to or for the benefit of any persons (including legal entities) resident, incorporated,
established or having their usual residence in the Russian Federation or to any person located within the territory of the
Russian Federation unless and to the extent otherwise permitted under Russian law. Neither the Notes nor this Offering
Memorandum or other documents relating to them have been or are intended to be registered in Russia with any state
authorities that may from time to time be responsible for such registration. The Notes are not eligible for "placement" and
"circulation" in the Russian Federation (as defined under Russian law) unless and to the extent otherwise permitted by
Russian law. The information provided in this Offering Memorandum is not an offer, or an invitation to make offers, sell,
purchase, exchange or otherwise transfer the Notes in the Russian Federation or to or for the benefit of any Russian person
or entity.
Switzerland The Notes offered hereby are being offered in Switzerland on the basis of a private placement only.
This Offering Memorandum does not constitute a prospectus within the meaning of Art. 652A of the Swiss Federal Code of
Obligations.
United Kingdom This Offering Memorandum is directed only at persons ("Relevant Persons") who (i) fall within
Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended, (ii) fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc.) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended 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 or caused to
be communicated.
This Offering Memorandum 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. Recipients of this Offering Memorandum are not permitted to transmit it to
any other person. The Notes are not being offered to the public in the United Kingdom.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE
NOTES.

Forward-looking statements
This Offering Memorandum includes statements that are, or may deemed to be, "forward-looking statements,"
within the meaning of the securities laws of certain jurisdictions, including statements under the headings "Presentation of
industry and market data," "Summary," "Risk factors," "Management's discussion and analysis of financial condition and
results of operations," "Our business" and other sections. These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "anticipate," "expect," "suggests," "plan," "believe," "intend,"
"estimates," "targets," "projects," "should," "could," "would," "may," "will," "forecast," and other similar expressions or,
in each case, their negative or other variations or comparable terminology. These forward-looking statements include all
matters that are not historical facts. They appear in a number of places throughout this Offering Memorandum and include
statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of
operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. While these
forward-looking statements are based on our internal expectations, estimates, projections, assumptions and beliefs as at the
date of such statements or information, including, among other things, assumptions with respect to production, future
capital expenditures and cash flow, we caution you that the assumptions used in the preparation of such information may
prove to be incorrect and no assurance can be given that our expectations, or the assumptions underlying these
expectations, will prove to be correct.
We caution you that forward-looking statements are not guarantees of future performance and that our actual
results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ
materially from those made in or suggested by the forward-looking statements contained in this Offering Memorandum. In
addition, even if our results of operations, 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.
Any forward-looking statements that we make in this Offering Memorandum speak only as of the date of such
statement, and we undertake no obligation to update such statements. Comparisons of results for current and any prior
periods are not intended to express any future trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but
are not limited to, those described in the "Risk factors" section of this Offering Memorandum:
·
the volatility in oil and gas prices;
·
the level of oil and gas reserves and contingent resources may be lower than expected;
·
drilling, exploration and productions risks and hazards;
·
significant uncertainty as to the success of drilling appraisal, exploration and development activities;
·
the competitiveness of our industry;
·
the technological developments in the industry;
·
climate change abatement legislation, including costs of complying with such legislation;
·
the compliance with obligations under licenses, contracts and field development plans;
·
issues caused by commercial partners we do not control;
·
the failure to obtain access to necessary equipment and transportation systems;
·
the unanticipated increased costs including with respect to decommissioning obligations;
·
the successful integration of acquisitions;
·
our ability to retain and hire qualified personnel;
·
the damage to our business reputation;

·
political, economic, fiscal, legal, regulatory and social uncertainties in certain of the countries in which we do
business;
·
the risk of disputes over title or exploration and production rights;
·
inadequate insurance coverage;
·
the risk of litigation;
·
the inability of counterparties to meet their payment obligations;
·
currency exchange and inflation risks;
·
exposure to losses from hedging activities;
·
the inability to sell assets on attractive terms;
·
the compliance with health and safety and environmental regulations;
·
the risks of intentional or unintentional disruption to our website and internal systems and misappropriation of
confidential information;
·
issues caused by not owning trademarks, service marks and trade names used in connection with the operation
of our business;
·
wage demands or work stoppages by unionized employees; and
·
changes to tax legislation or increases in effective tax rates.
The list above is not exhaustive and there are other factors that may cause our actual results to differ materially
from the forward-looking statements contained in this Offering Memorandum. Moreover, new risk factors emerge from
time to time and it is not possible for us to predict all such risk factors. We cannot assess the impact of all risk factors on our
business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue
reliance on forward-looking statements as a prediction of actual results.
We urge you to read the sections of this Offering Memorandum entitled "Risk factors," "Management's
discussion and analysis of financial condition and results of operations," "Presentation of industry and market data" and
"Our business" for a more complete discussion of the factors that could affect our future performance and the markets in
which we operate.

Presentation of financial and other information
Financial information
DEA
The audited consolidated financial statements as of and for the year ended December 31, 2014 and as of and for
the short fiscal years ended March 31, 2015 and December 31, 2015 included elsewhere in this Offering Memorandum
have been prepared in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board and adopted by the European Union ("IFRS") and, with respect to the audited consolidated
financial statements as of and for the years ended December 31, 2014 and as of and for the short fiscal years ended
March 31, 2015 and December 31, 2015, in consideration of the additional requirements of sec. 315a (1) German
Commercial Code (Handelsgesetzbuch, "HGB"). The consolidated financial statements comply with Article 4 of the EU
IAS Regulation.
The audited financial statements were originally issued in German. The English language financial statements
included elsewhere in this OM are translations and in the event of a discrepancy, the German language version will prevail.
Where financial data is labelled "audited", this means that it was taken from the audited financial statements of the
Company as of and for the year ended December 31, 2014 and the short fiscal years ended March 31, 2015 and
December 31, 2015, in each case, prepared in accordance with IFRS.
The label "unaudited" is used to indicate financial data that was taken from a source other than the audited
financial statements, derived by adding the Company's audited short fiscal years, or recomputed from the audited financial
statements.
The financial information as of and for each of the years ended December 31, 2013 and 2014 are derived from the
Company's audited consolidated financial statements as of and for the year ended December 31, 2014. The financial
information presented as of and for the year ended December 31, 2015 has been derived by adding the Company's audited
consolidated financial statements as of and for the short fiscal years ended March 31, 2015 and December 31, 2015. The
Company's audited consolidated financial statements as of and for the short fiscal year ended March 31, 2015 were
prepared following a resolution adopted at the annual general meeting of the Company on March 12, 2015 to declare the
period from January 1, 2015 to March 31, 2015 a short fiscal year. This declaration was made in order for German tax
authorities to permit the creation of a tax group consisting of the Company and its subsidiaries incorporated in Germany
and the L1E Holding Companies (as defined below) incorporated in Germany. The Company's audited consolidated
financial statements as of and for the short fiscal year ended December 31, 2015 were prepared following a resolution
adopted at the annual general meeting of the Company on April 17, 2015, to declare the period from April 1, 2015 to
December 31, 2015 a short fiscal year. This declaration was made in order to align future fiscal years with the calendar
year. There are no financial statements available for the Issuer as it was incorporated in September 2016.
The historical financial information as of and for the six months ended June 30, 2015 and June 30, 2016 are
derived from the Company's unaudited condensed consolidated interim financial statements for the six months ended
June 30, 2016. See "Summary historical financial data."
The consolidated financial statements and certain other financial information, including EBITDAX and ratios,
contained elsewhere in this Offering Memorandum relate to the Company and all of its directly or indirectly owned
subsidiaries. As a result, the financial information of the following entities are not included in the financial statements
included in this Offering Memorandum: L1E Acquisitions GmbH, L1E Funding GmbH, the Parent and the Issuer
(collectively, the "L1E Holding Companies"). The Issuer will produce and file yearly standalone financial statemens in
accordance with Luxembourg law. Our financial reporting as of January 1, 2017 will include the L1E Holding Companies.
See "Description of Notes--Certain covenants--Reports." As of June 30, 2016, none of the L1E Holding Companies had
any material assets or liabilities other than (i) the shares in its respective subsidiaries, as applicable, (ii) the Shareholder
Loan and (iii) cash and receivables related to the DEA Acquisition and related transactions. See "Certain relationships and
related party transactions--Transactions with Related Parties--Shareholder Loan." With effect from April 2, 2015, the
Company assumed the rights and obligations established by the RBL Facility from L1E Funding GmbH. In return for this
assumption of debt, the Company granted a loan to L1E Funding GmbH in the amount of $2,200 million. The interest
payment from this loan is shown as interest income in DEA's consolidated financial statements, but is treated as
intercompany debt within the restricted group for the purposes of this Offering Memorandum. Following the offering of the
Notes and the application of the proceeds therefrom, we expect to have a de minimis amount of cash at the L1E Holding
Companies and the Issuer.
The auditor's reports of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Essen,
Germany, for the Company's consolidated financial statements as of and for the year ended December 31, 2014 and as of