Obligation Pride International 7.875% ( US74153QAJ13 ) en USD

Pride International

81.76 % ⇌

Etas-Unis

US74153QAJ13 ( en USD )

7.875% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

14/08/2040

Prospectus brochure de l'obligation Pride International US74153QAJ13 en USD 7.875%, échéance 14/08/2040

1 000 USD

300 000 000 USD

74153QAJ1

N/A

15/08/2024 ( Dans 111 jours )

L'Obligation émise par Pride International ( Etas-Unis ) , en USD, avec le code ISIN US74153QAJ13, paye un coupon de 7.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2040

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Table of Contents

Filed pursuant to Rule 424(b)(5)
Registration No. 333-154920

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Maximum Aggregate

Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
67/8% Senior Notes due 2020

$900,000,000

$64,170
77/8% Senior Notes due 2040

$300,000,000

$21,390
Total

$1,200,000,000

$85,560

(1) The registration fee of $85,560 is calculated in accordance with Rule 457(r) of the Securities Act of
1933, as amended. Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, the $19,753
remaining of the previously paid registration fee with respect to the Registrant's proposed offering of
unsold securities registered under the Registration Statement on Form S-3 (No. 333-118106) initially
filed with the Securities and Exchange Commission on August 10, 2004 was carried forward for
application in connection with offerings under this registration statement. The entire $19,753 is being
applied to offset a portion of the registration fee due for this offering. The remaining $65,807 of the
registration fee is being paid in connection with this filing.

Prospectus Supplement
(To Prospectus dated October 31, 2008)

Pride International, Inc.
$900,000,000 67/8% Senior Notes due 2020

$300,000,000 77/8% Senior Notes due 2040

The 2020 notes will mature on August 15, 2020, and the 2040 notes will mature on August 15, 2040. We will pay
interest on the notes of each series semiannually on February 15 and August 15 of each year, beginning February 15,
2011. We may elect to redeem any or all of the notes of a series at any time for an amount equal to 100% of the
principal amount of the notes redeemed plus a make-whole premium plus accrued but unpaid interest to the
redemption date. The redemption price is described beginning on page S-8 of this prospectus supplement. The notes
will constitute our senior unsecured debt and will rank equally with our senior unsecured debt from time to time
outstanding. We use the term "notes" to refer to both series of notes collectively.

We do not intend to apply for the listing of the notes on any securities exchange or for quotation of the notes in
any dealer quotation system. Currently, there is no public market for the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Proceeds to Us,

Public Offering Underwriting
Before

Price(1)
Discount
Expenses(1)

Per 2020 Note

100.0 %
0.735 %
99.265 %
Total
$ 900,000,000 $ 6,615,000 $ 893,385,000
Per 2040 Note

100.0 %
0.858 %
99.142 %
Total
$ 300,000,000 $ 2,574,000 $ 297,426,000

(1) Plus accrued interest from August 6, 2010, if settlement occurs after that date.

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Delivery of the notes in book-entry form only will be made through The Depository Trust Company for the
benefit of its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or
about August 6, 2010, against payment in immediately available funds.

Joint Book-Running Managers
Goldman, Sachs & Co.

Citi

Wells Fargo Securities

Natixis Bleichroeder LLC

BofA Merrill Lynch

Co-Managers
ING
Scotia Capital
J.P. Morgan
BBVA Securities
UBS Investment Bank
HSBC
Standard Chartered Bank
BNP PARIBAS
Howard Weil Incorporated
Tudor, Pickering, Holt & Co.

August 3, 2010
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We have not, and the underwriters have not, authorized anyone to provide any information
or to make any representations other than those contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus or any free writing prospectus we have
prepared. We take no responsibility for, and can provide no assurance as to the reliability of,
any other information that others may give you. This prospectus supplement and the
accompanying prospectus is an offer to sell only the notes offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. You should assume that the
information we have included in this prospectus supplement or the accompanying prospectus is
accurate only as of the date of this prospectus supplement or the accompanying prospectus and
that any information we have incorporated by reference is accurate only as of the date of the
document incorporated by reference. Our business, financial condition, results of operations and
prospectus may have changed since these dates.

This prospectus supplement, the accompanying prospectus and any free writing prospectus
that we have prepared contain the terms of this offering of notes. This prospectus supplement
may add, update or change information contained or incorporated by reference in the
accompanying prospectus. In addition, the information incorporated by reference in the
accompanying prospectus may have added, updated or changed information in the
accompanying prospectus. If information in this prospectus supplement is inconsistent with any
information in the accompanying prospectus (or any information incorporated therein by
reference), this prospectus supplement will apply and will supersede such information in the
accompanying prospectus.

It is important for you to read and consider all information contained in this prospectus
supplement, the accompanying prospectus and the documents we have incorporated by
reference in making your investment decision. You should also read and consider the additional
information under the caption "Where You Can Find More Information" in the accompanying
prospectus.

TABLE OF CONTENTS

Page

Prospectus Supplement
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-6
Capitalization
S-7
Ratio of Earnings to Fixed Charges
S-7
Description of the Notes
S-8
Certain United States Federal Tax Considerations for Non-U.S. Holders
S-20
Underwriting
S-22
Legal Matters
S-26
Experts
S-26
Prospectus
About This Prospectus

2
About Pride International, Inc.

3
Forward-Looking Information

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

4
Description of Debt Securities

5
Description of Capital Stock
13
Description of Warrants
17
Plan of Distribution
18
Legal Opinions
19
Experts
20
Where You Can Find More Information
20
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Table of Contents

SUMMARY

This summary highlights selected information from this prospectus supplement and the
accompanying prospectus, but does not contain all information that may be important to you.
This prospectus supplement and the accompanying prospectus include specific terms of the
offering of the notes, information about our business and financial data. We encourage you to
read this prospectus supplement and the accompanying prospectus, together with the documents
incorporated by reference, in their entirety before making an investment decision.

In this prospectus supplement and the accompanying prospectus, we refer to Pride
International, Inc. and its subsidiaries as "we," "us" or "Pride," unless we specifically
indicate otherwise or the context clearly indicates otherwise. The terms "2020 notes" and
"2040 notes" refer to the 6 7/8% Senior Notes due 2020 and the 7 7/8% Senior Notes due 2040,
respectively. The term "notes" refers to both series of notes collectively.

About Pride

We are one of the world's largest offshore drilling contractors. As of July 28, 2010, we
operated a fleet of 24 rigs, consisting of three deepwater drillships, 12 semisubmersible rigs,
seven independent leg jackups and two managed deepwater drilling rigs. We also have three
deepwater drillships under construction, with the total remaining costs for the construction
projects estimated to be approximately $1.1 billion as of June 30, 2010. Our customers include
major integrated oil and natural gas companies, state-owned national oil companies and
independent oil and natural gas companies. Our competitors range from large international
companies offering a wide range of drilling services to smaller companies focused on more
specific geographic or technological areas.

We provide contract drilling services to oil and natural gas exploration and production
companies through the use of mobile offshore drilling rigs in U.S. and international waters. We
provide the rigs and drilling crews and are responsible for the payment of operating and
maintenance expenses. In addition, we also provide rig management services on a variety of
rigs, consisting of technical drilling assistance, personnel, repair and maintenance services and
drilling operation management services.
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Table of Contents
The Offering

Securities Offered
$900 million aggregate principal amount of 67/8% Senior
Notes due 2020

$300 million aggregate principal amount of 77/8% Senior
Notes due 2040

Maturity Date
August 15, 2020 for the 2020 notes

August 15, 2040 for the 2040 notes

Interest Payment Dates
February 15 and August 15 of each year, commencing
February 15, 2011

Optional Redemption
We may elect to redeem any or all of the notes of a series at
any time at a redemption price equal to the principal amount
of notes redeemed plus a make-whole premium. We will
also pay accrued but unpaid interest to the redemption date.
Please read "Description of the Notes -- Optional
Redemption."

Ranking
The notes will constitute our senior unsecured debt and will
rank:

· equally in right of payment with our senior unsecured debt
from time to time outstanding;

· senior in right of payment to our subordinated debt from
time to time outstanding; and

· effectively junior to our secured debt and to the debt of our
subsidiaries from time to time outstanding.

Covenants
We will issue the notes under an indenture containing
covenants for your benefit. These covenants restrict our
ability, with certain exceptions, to:

· incur debt secured by liens;

· engage in sale/leaseback transactions; and

· merge, consolidate or transfer all or substantially all of our
assets.

Change in Control
If specified change in control events resulting in specified
rating declines with respect to a series of notes (as described
under "Description of the Notes -- Repurchase at the
Option of Holders on Certain Changes in Control") occur
prior to maturity, you may require us to purchase all or part
of your notes of that series at a repurchase price equal to
101% of their principal amount, plus accrued and unpaid
interest through the applicable purchase date.

Use of Proceeds
We expect the net proceeds from the offering of the notes to
be approximately $1,189.3 million, after deducting
underwriting discounts and estimated expenses of the
offering that we will pay. We will use approximately
$517.6 million of the net proceeds to retire the $500 million
outstanding principal amount of our 73/8% Senior Notes due
2014. We expect to use the remaining net proceeds for
general corporate purposes, which may include payments
with respect to our three drillships under construction and
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other capital expenditures.

S-2
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Table of Contents

Further Issues
The 2020 notes will be limited initially to $900 million in
aggregate principal amount, and the 2040 notes will be
limited initially to $300 million in aggregate principal
amount. We may, however, "reopen" each series of the
notes and issue an unlimited principal amount of additional
notes of that series in the future without the consent of the
holders.

Governing Law
The notes will be governed by, and construed in accordance
with, the laws of the State of New York.

Risk Factors
You should consider carefully all of the information
included or incorporated by reference in this prospectus
supplement and the accompanying prospectus. In particular,
before making an investment decision, you should evaluate
the risks set forth under "Risk Factors" in this prospectus
supplement and in our annual report on Form 10-K for the
year ended December 31, 2009 and our quarterly report on
Form 10-Q for the quarter ended June 30, 2010.
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