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Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

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Please see Important Disclosure Information on the last pages of this Report [ page 1 of 14 ] Evan S. Templeton [email protected] (203) 708-5807 HIGH YIELD RESEARCH Oilfield Services August 3, 2005 Northern Offshore Limited RATING: BUY www.northern.bm Issuer Security Outstanding Shares Current Price Equity Market Cap. Northern Offshore, Ltd. Common Stock 144mm $2.10 $302.4mm Restructuring Complete, Initiating Coverage of Post Reorganization Equity With BUY Recommendation ! On May 30, 2005, the Company completed its balance sheet restructuring. ! All of the Company’s existing debt was converted to equity. ! Bondholders received 98% of the equity of the Company. ! Existing equity holders retained a 2% stake. ! We are projecting EBITDA will increase 51% to $47mm in 2006 from $31mm in 2005. ! Our initial price target of $2.60 is based on an 8x 2006 EV/EBITDA multiple. ! Additional upside provided by strong offshore drilling environment or sale of company. SUMMARY AND RECOMMENDATION: We are initiating coverage of Northern Offshore Limited with a BUY recommendation. Key Points: ! On May 30, 2005, Northern Offshore successfully completed a balance sheet restructuring that converted all of the Company’s US$ and NOK denominated debt to common equity. ! As an operator of a drillship, a semi-submersible and a production platform, the Company is leveraged towards the improving utilization and dayrate trends for offshore equipment. ! According to recent data, supply and demand for offshore equipment continues to be extremely tight with effective utilization near 100%. ! We believe the Company is trading at a discount to its peers based on cash flow and NAV. ! Given the current contract status of the Company’s rigs, the continued strength of the offshore markets, and the reactivation of the Galaxy Driller, we believe Northern Offshore’s EBITDA will increase 51% to $47mm in 2006 from $31mm in 2005. ! Based on our 2006 EBITDA estimate of $47mm, the Company is trading at an EV/EBITDA multiple of 6.3x, a steep discount to comparable oil service forward multiples in the 7-10x range. ! At an 8x EV/EBITDA multiple, we value Northern Offshore’s equity at $2.60 per share. ! The Company is also valued at 47% of its replacement value versus 101% for its peers. ! Should the Company re-list its equity, we believe the additional exposure and increased trading liquidity will help to narrow the valuation gap between Northern Offshore and its publicly traded peers. ! Due to the sizable costs to add new equipment to its fleet, we believe the current equity holders may look to sell the Company to a larger oil services company better situated to weather the industry’s cyclicality and manage the fleet’s operational risk. HIGH YIELD RESEARCH Company Description: Northern Offshore Limited (NOL) operates three offshore oil and gas drilling and production service units. The Company’s fleet currently consists of the Northern Producer, a semi-submersible floating production platform, the Energy Searcher, a drillship, and the Galaxy Driller, a semi-submersible drilling rig. Northern Offshore ASA, the Company’s predecessor, was Company was formed in 1997 in Norway and had its shares listed on the Oslo stock exchange in 1998. In 2000, Northern Offshore Limited was formed, completing the Company’s relocation to Bermuda from Norway. Northern Offshore Limited’s shares were also listed on the Oslo exchange. Having warned in 2003 that it would be unable to meet its financial obligations in 2004 and 2005, the Company failed to pay its 5/15/04 coupon payment within the grace period. Management presented bondholders with a restructuring proposal in June 2004 to reduce debt and in July 2004, Provisional Liquidators were appointed by Order of the Supreme Court of Bermuda to oversee the Company’s balance sheet restructuring. The Scheme of Arrangement was declared effective on May 31, 2005.
Transcript
Page 1: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

Please see Important Disclosure Information on the last pages of this Report [ page 1 of 14 ]

Evan S. Templeton [email protected] (203) 708-5807

HIGH YIELD RESEARCH

Oilfield Services August 3, 2005

Northern Offshore Limited RATING: BUY www.northern.bm

Issuer Security Outstanding Shares Current Price Equity Market Cap. Northern Offshore, Ltd. Common Stock 144mm $2.10 $302.4mm

Restructuring Complete, Initiating Coverage of Post Reorganization Equity With BUY Recommendation

!" On May 30, 2005, the Company completed its balance sheet restructuring.

!" All of the Company’s existing debt was converted to equity.

!" Bondholders received 98% of the equity of the Company.

!" Existing equity holders retained a 2% stake.

!"We are projecting EBITDA will increase 51% to $47mm in 2006 from $31mm in 2005.

!" Our initial price target of $2.60 is based on an 8x 2006 EV/EBITDA multiple.

!" Additional upside provided by strong offshore drilling environment or sale of company.

SUMMARY AND RECOMMENDATION: We are initiating coverage of Northern Offshore Limited with a BUY recommendation. Key Points:

!" On May 30, 2005, Northern Offshore successfully completed a balance sheet restructuring that converted all of the Company’s US$ and NOK denominated debt to common equity.

!" As an operator of a drillship, a semi-submersible and a production platform, the Company is leveraged towards the improving utilization and dayrate trends for offshore equipment.

!" According to recent data, supply and demand for offshore equipment continues to be extremely tight with effective utilization near 100%.

!" We believe the Company is trading at a discount to its peers based on cash flow and NAV.

!" Given the current contract status of the Company’s rigs, the continued strength of the offshore markets, and the reactivation of the Galaxy Driller, we believe Northern Offshore’s EBITDA will increase 51% to $47mm in 2006 from $31mm in 2005.

!" Based on our 2006 EBITDA estimate of $47mm, the Company is trading at an EV/EBITDA multiple of 6.3x, a steep discount to comparable oil service forward multiples in the 7-10x range.

!" At an 8x EV/EBITDA multiple, we value Northern Offshore’s equity at $2.60 per share. !" The Company is also valued at 47% of its replacement value versus 101% for its peers. !" Should the Company re-list its equity, we believe the additional exposure and increased

trading liquidity will help to narrow the valuation gap between Northern Offshore and its publicly traded peers.

!" Due to the sizable costs to add new equipment to its fleet, we believe the current equity holders may look to sell the Company to a larger oil services company better situated to weather the industry’s cyclicality and manage the fleet’s operational risk.

HIGH YIELD RESEARCH Company Description: Northern Offshore Limited (NOL) operates three offshore oil and gas drilling and production service units. The Company’s fleet currently consists of the Northern Producer, a semi-submersible floating production platform, the Energy Searcher, a drillship, and the Galaxy Driller, a semi-submersible drilling rig. Northern Offshore ASA, the Company’s predecessor, was Company was formed in 1997 in Norway and had its shares listed on the Oslo stock exchange in 1998. In 2000, Northern Offshore Limited was formed, completing the Company’s relocation to Bermuda from Norway. Northern Offshore Limited’s shares were also listed on the Oslo exchange. Having warned in 2003 that it would be unable to meet its financial obligations in 2004 and 2005, the Company failed to pay its 5/15/04 coupon payment within the grace period. Management presented bondholders with a restructuring proposal in June 2004 to reduce debt and in July 2004, Provisional Liquidators were appointed by Order of the Supreme Court of Bermuda to oversee the Company’s balance sheet restructuring. The Scheme of Arrangement was declared effective on May 31, 2005.

Page 2: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 2 of 10 ]

Recent Events

The Restructuring In May 2005 Northern Offshore successfully restructured its US$340.0mm of senior notes due 2005 and NOK150.0mm of floating rate notes due 2004. Pursuant to the Scheme of Arrangement, all of the Company’s outstanding debt was converted to common equity. Pro forma for the transaction, Northern Offshore has no outstanding debt and approximately 144mm shares of common stock outstanding. Exhibit 1 shows the original principal amounts of the two debt issues and the amount outstanding just prior to the restructuring. The difference between the original principal amount and the amount outstanding just prior to the restructuring is attributable to open market purchases of the bonds. Between 1998 and 2001, the Company repurchased $196.8mm face amount of the US$ notes at an average price of 58% of par. As a result of the balance sheet restructuring, total debt was reduced to zero from approximately $163.2mm. Exhibit 1: Debt Outstanding Pre- and Post-Restructuring

Source: Company disclosures and Jefferies & Company estimates. In aggregate, the $163.2mm of outstanding US$ and NOK denominated notes were exchanged for 141.1mm shares of common stock, or approximately 864.4 shares per $1,000 principle amount of notes. As a result, bondholders received 98.0% of the Company’s shares with the existing holders retaining 2.0%. Specifically, holders of the US$ denominated notes received 85% of the Company’s equity with holders of the NOK denominated notes receiving 13% of the equity. The US$ note holders were also entitled to a cash payment of $14.0mm. Exhibit 2 highlights the exchange. Exhibit 2: Debt for Equity Exchange

Source: Company disclosures and Jefferies & Company estimates. The common shares represent US$0.25 par value in the share capital of the Company and will not be initially listed or traded on any public market and there may be no public market for the shares. The shares have not been registered under the Securities act of 1933, as amended (the “Securities Act”), or the securities laws of any state and may not be sold, offered for sale, pledged or hypothecated except pursuant to a registration statement in effect with respect to such securities under the Securities Act or any then available exemption from the registration requirements of the Securities Act and any applicable state securities laws.

Debt OutstandingOriginal ($US) Pre-restructuring ($US) Post-restructuring ($US)

US notes '05 340.0 143.2 0.0NOK notes due '04 23.2 20.0 0.0Total 363.2 163.2 0.0

The Debt for Equity Exchange$mm Shares/note New shares (mm)

US Notes (US$) 143.2 857.2 122.7NOK Notes (NOK) 138.0 132.9 18.3Total (US$) 163.2 864.6 141.1

Page 3: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 3 of 14 ]

Scheme Projections According to projections included in the Scheme (excluding certain non-recurring restructuring costs), Northern Offshore’s revenues and EBITDA for 2005 are estimated at $75.0mm and $31.3mm, respectively. Including $6.7mm of restructuring costs, the $14.0mm cash distribution to bondholders, taxes and other income/expenses, the projections call for $10.9mm of net cash flow before capital items in 2005. The $5.5mm of capital items largely include capital outlays for the upgrade of the Galaxy Driller. The following table (Exhibit 3) highlights the projections that were prepared by the Northern Offshore Group Finance function, Singapore. Exhibit 3: Actual 2004 and Estimated 2005 EBITDA Per Scheme

Source: Company disclosures and Jefferies & Company estimates.

2005 Projected Cash Flow - per Plan$mm

Revenue 75.0Less: Geveran commission 1.1Net 73.8

Operating costs 38.6Admin costs - Singapore 2.9Restructuring costs 6.7Taxes 1.0Operating cash flow 24.6

Less: Loan and interest repaymentDistribution to US notesholders 14.0Financing charges 0.1Interest income -0.4Net cash flow 10.9

Less: Capital itemsNet capex 5.5FX 0.0Net cash movement 5.4

Beginning cash 14.0Ending cash 19.3

Page 4: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 4 of 14 ]

The Fleet The Company’s fleet consists of three units: the Northern Producer, the Energy Searcher, and the Galaxy Driller. Northern Producer

The Northern Producer was originally constructed as a semi-submersible drilling rig in 1977 (second generation) and then underwent substantial refurbishments in 1991 and 1997 to convert the rig to a floating production platform (FPF). The rig was converted to a floating production platform in 1991 to work on the Emerald Field and was later adapted to the Galley Field in the U.K. sector of the North Sea in 1996/1997. The unit is currently capable of producing 55mbd of oil and 60mmcfd of gas. Petrofac manages the Northern Producer. Petrofac is the former production services division of Petroleum Geo-Services and is currently a privately held company headquartered in the United Kingdom. Northern Offshore purchased the Northern Producer in December 1997 for $226mm. Originally discovered in 1974 and operated by Texaco, the Galley Field began producing in May 1998. Talisman purchased the Galley Field from Texaco in early 2004. Originally thought to have a lifespan of four years, the Field is still in production. Exhibit 4 highlights recent production trends at the Galley Field. After peaking in 2000, at the field declined, reaching 8,800bpd in 4Q04 before rebounding to 10,200bpd in 1Q05. Notably, since Talisman took over the Galley Field in 1Q04, production has averaged approximately 10,000bpd. According Talisman, the Field continues to perform above expectations, particularly against the backdrop of $60.00 oil. According to a press release dated May 4, 2005, Talisman completed a Galley Field well in 1Q05 that came on at 1,700bpd. The new well should help to arrest the Field’s declining production and leads us to believe that the FPF’s contract will be extended beyond the initial 2006 expiration date. Exhibit 4: Galley Field Oil Production (mbd)

Source: Company disclosures and Jefferies & Company estimates.

0

5,000

10,000

15,000

20,000

25,000

1Q02 2Q02 3Q02 4Q02 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 1Q05

Prod

uctio

n (m

bd)

Page 5: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 5 of 14 ]

Talisman’s contract for the Northern Producer currently runs through July 2006 and contains a six-month notice of termination that may be exercised any time after January 1, 2006. Specific terms of the Northern Producer’s current contract have not been disclosed. However, it contains both a dayrate and a tariff component. The tariff component is linked to the market price of oil and is levied on volume throughput. The dayrate and tariff structure have not been disclosed, but we believe the platform is generating a dayrate equivalent of approximately $100,000 per day. The production unit is well suited to harsh environments and small-to-medium sized fields. Given the units superior operating performance, management believes the unit is extremely marketable in the event that the Galley Field contract is not extended. It is important to note that in the event the Company is unable to secure employment for the unit as a floating production platform, management could also convert the FPF back into to a semi-submersible to seek employment in the supply constrained drilling markets. Energy Searcher

The Energy Searcher is a conventionally moored drillship. The vessel was built in 1982 and is capable of drilling in water depths up to 2,500 feet. Northern Offshore purchased the drillship in June 2001 for $37.0mm. Jet Drilling, a subsidiary of Northern Offshore Limited, manages the Energy Searcher. The following table (Exhibit 5) shows the Energy Searcher’s employment and dayrate history from January 2002 to July 2004, the last period for which the Company provided detailed information. Subsequent to the rigs employment with Rims, it left Singapore to commence a three-month contract with Medco Langsa Indonesia. Exhibit 5: Energy Searcher Dayrate and Employment History (1/02 – 6/04)

Source: Company disclosures and Jefferies & Company estimates. The Energy Searcher has recently been employed under a drilling contract by a unit of Talisman in South East Asia. The contract is for two firm wells plus six option wells. The options are exercisable on a well-by-well basis. Petronas Carigali, a partner of Talisman has optioned the five remaining wells. Assuming it takes 80 days to drill two wells, the contract is expected to be completed in August 2005. According to information published by ODS-Petrodata, the current dayrate is $52,000. According to ODS-Petrodata, the drillship is scheduled to commence drilling in Indonesia with Star Energy in September 2005 at a dayrate of $61,000. The Star Energy contract extends through the beginning of December 2005. Then the Energy Searcher will head to Yemen for

Energy Searcher Dayrate HistoryDayrate Duration Contract Contract

Partner Location US$ Months Begin EndOMV Vietnam $50,000 2.5 Jan-02 Mar-02Inpex Indonesia $72,000 7.0 Mar-02 Oct-02Conoco Natuna Sea $43,000 1.0 Nov-02 Dec-02Repsol Malaysia $60,500 2.7 Jan-03 Mar-03Shell Brunei $45,500 1.8 May-03 Jul-03Atlantis Oman $50,000 1.2 Sep-03 Oct-03Daewoo Myanmar $57,000 2.0 Nov-03 Jan-04Hardy Oil India $50,000 2.8 Feb-04 May-04Rims Indonesia $50,000 1.5 May-04 Jul-04

Average $53,111 2.5Min $43,000 1.0Max $72,000 7.0

Page 6: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 6 of 14 ]

a contract with Oil Search that ends March 21, 2006. Additional options could extend the contract through May 2006. The dayrate is undisclosed. Exhibit 6 contains the drillship’s current and future contract status per information provided by ODS-Petrodata. Exhibit 6: Energy Searcher Current and Future Contract Status

Source: ODS-Petrodata and Jefferies & Company estimates. Galaxy Driller

The Galaxy Driller is a second-generation semi-submersible drilling rig that had a rated water depth of 600 feet and a drilling depth of 20,000 feet prior to its recent upgrade. The rig’s current specifications have not been disclosed. The rig was originally built in 1977 and has undergone two major refurbishments prior to its most recent shipyard stay. Northern Offshore acquired the Galaxy Driller in 1996 for $50mm. Jet Drilling manages the rig. The rig was scheduled to begin a contract with Asia Petroleum Development, an affiliate of Serica Energy Corporation (TSX:SQZ), offshore North Sumatra on or about July 24, 2005. According to ODS-Petrodata, the contract extends through August 18, 2005 at a dayrate of $50,000. According to a Serica press release, the rig will be used to drill two rigs, an 8,200 foot appraisal well and a 6,300 foot exploration well. The rig will then mobilize to Myanmar to begin a six-month contract with Daewoo that begins September 15, 2005 and ends March 14, 2006 at a dayrate of $60,000. An option could extend the contract through June 12, 2006. We believe the Galaxy Driller could likely command a higher dayrate after an initial seasoning period in which the market becomes re-acquainted with the semi-submersible’s capabilities. Exhibit 7: Galaxy Driller Current and Future Contract Status

Source: ODS-Petrodata and Jefferies & Company estimates.

Energy Seacher: Current and Future Contracts

Operator Region Country Start Date End Date DayrateOil Search Middle East Yemen 12/21/2005 3/21/2006 UndisclosedStar Energy Southeast Asia Indonesia 9/15/2005 12/4/2005 $61,000Petronas Carigali Southeast Asia Malaysia 7/31/2005 8/30/2005 $52,000Petronas Carigali Southeast Asia Malaysia 6/20/2005 7/31/2005 $52,000

Galaxy Driller: Current and Future Contracts

Operator Region Country Start Date End Date DayrateDaewoo Indian Ocean Myanmar 10/15/2005 3/14/2006 $60,000Asia Petroleum Dev. Southeast Asia Indonesia 7/24/2005 8/18/2005 $50,000

Page 7: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 7 of 14 ]

Outlook Our 2005 and 2006 earnings estimates incorporate the re-activation of the Galaxy Driller, the Company’s contracted dayrates and stable dayrates when contracts expire in the latter part of 2006. Based on our assumptions, we are projecting that EBITDA will increase 50.9% to $46.8mm in 2006 from $31.0mm in 2005. Exhibit 8: Historical and Projected Earnings

Source: ODS-Petrodata and Jefferies & Company estimates. (1) Unavailable. The primary driver of the improvement is the contractual improvement in dayrate for the Energy Searcher and the re-activation of the Galaxy Driller in 2Q05. Our projections have the EBITDA contribution from the Energy Searcher growing to $12.1mm in 2006 from $5.1mm in 2005 and the contribution from the Galaxy Driller growing to $12.9mm in 2006 from $4.1mm in 2005. Assuming that Talisman maintains production at the Galley Field steady in the 10,000bpd range, our projections hold the EBITDA contribution for the production platform flat at $24.8mm in 2006 and 2005. After deducting corporate overhead costs of $3.0mm, we project 2006 EBITDA of $46.8mm. After deducting estimated capital expenditures of $5.0mm to $10.0mm, we believe that Northern Offshore could generate between $36.8mm and $41.8mm of free cash flow in 2006. A key component of the Northern Offshore story is the substantial operating leverage due to the high component of fixed costs. Assuming the offshore drilling markets remain tight into 2007, we believe there could be considerable upside beyond the $46.8mm of EBITDA we are projecting for 2006. According to our calculations, if: 1) the dayrate on the Energy Searcher return to the $72,000 that the vessel earned in 2002 when it was employed on a seven-month contract with Inpex in Indonesia; 2) the dayrate on the Galaxy Driller climbs to $100,000 per day, which compares favorably to other semi-submersible dayrates and is near the historical peak reached in 1998; and, 3) the Northern Producer continues at its current rate, we believe the Company could generate $61.4mm of EBITDA. After $5.0mm to $10.0mm of estimated capital expenditures, we project free cash flow of $51.4mm to $54.4mm. Should rates on both the Energy Searcher and Galaxy Driller reach $100,000 per day, we believe EBITDA could reach $82.1mm. Net of $5.0mm to $10.0mm of capital expenditures, we believe estimate Northern Offshore could generate $72.1mm to $75.1mm of free cash flow in this upside scenario. Exhibit 9 highlights recent dayrate trends for second and third generation semi-submersible rigs and drillships in Southeast Asia, the region where Northern Offshore’s rigs have primarily operated. Exhibit 10 shows utilization rates for semi-submersible rigs and drillships in Southeast Asia and the world. Utilization rates exclude equipment that is stacked or in the shipyard without an upcoming contract.

Historical and Projected Earnings Summary ($mm)

2000a 2001a 2002a 2003a 2004a 2005e 2006eTotal revenue 58.5 54.1 69.3 57.5 56.9 66.2 89.2EBITDA 36.6 25.4 33.1 26.6 20.9 31.0 46.8EBITDA margin 62.6% 47.0% 47.8% 46.3% 36.8% 46.9% 52.5%

Net Interest 21.6 20 18.8 18.2 16.4 0.0 0.0

Capital expenditures 2.4 41.4 0.0 0.1 0.0 (1) 7.5 7.5Cash Flow 12.6 -36 14.3 8.3 4.5 23.5 39.3

Debt/EBITDA 5.2x 7.7x 5.7x 6.6x 8.0x 0.0x 0.0xNet debt/EBITDA 5.1x 7.4x 5.6x 6.3x 7.3x -0.6x -1.2xEBITDA/Net interest 1.7x 1.3x 1.8x 1.5x 1.3x NM NMEBITDA-Capex/Net interest 1.6x -0.8x 1.8x 1.5x 1.3x NM NM

Cash and cash equivalents 4.4 7.5 3.3 6.4 14.0 17.7 55.9Total debt 191.6 196.4 187.6 174.4 166.7 0.0 0.0Net Debt 187.2 188.9 184.3 168.0 152.7 -17.7 -55.9

Page 8: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 8 of 14 ]

Exhibit 9: Semi-Submersible and Drillship Dayrate Trends

Source: ODS-Petrodata and Jefferies & Company estimates.

Exhibit 10: Semi-Submersible and Drillship Utilization Trends

Source: ODS-Petrodata and Jefferies & Company estimates.

$0

$20

$40

$60

$80

$100

$120

1/96 1/97 1/98 1/99 1/00 1/01 1/02 1/03 1/04 1/05

Day

rate

($00

0)

$0

$10

$20

$30

$40

$50

$60

Pric

e of

Oil

($)

Southeast Asia drillship dayrate

Price of oil

$0

$20

$40

$60

$80

$100

$120

$140

1/96 1/97 1/98 1/99 1/00 1/01 1/02 1/03 1/04 1/05

Day

rate

s ($

000)

$0

$10

$20

$30

$40

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e of

oil

($)

2nd Gen

3rd GenPrice of oil

Drillship Utilization

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7/04 8/04 9/04 10/04 11/04 12/04 1/05 2/05 3/05 4/05 5/05 6/05 7/05

South East AsiaWorld

2nd Generation Semi-Submersible Utilization

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

7/04 8/04 9/04 10/04 11/04 12/04 1/05 2/05 3/05 4/05 5/05 6/05 7/05

3rd Generation Semi-Submersible Utilization

0%

10%

20%

30%

40%

50%

60%

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100%

7/04 8/04 9/04 10/04 11/04 12/04 1/05 2/05 3/05 4/05 5/05 6/05 7/05

Southeast AsiaWorld

Page 9: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 9 of 14 ]

VALUATION Enterprise Value to EBITDA Valuation On average, the Offshore Drilling segment tracked by Jefferies & Company is trading 13.7x 2005 EBITDA and 8.1x 2006 EBITDA. Notably, EBITDA for the eight companies in the Offshore Drilling sub-sector is projected to grow 67% between 2005 and 2006. With our projected 51% EBITDA growth, we believe a similar EV/EBITDA multiple is warranted for Northern Offshore. Exhibit 11 highlights current EV/EBITDA multiples for 2005 and 2006 EBITDA and projected EBITDA growth rates. Exhibit 11: Oil Service Comparables

Source: Company disclosures and Jefferies & Company estimates. Applying Offshore Drilling EV/EBITDA multiples ranging from 6.9x to 18.3x to our 2005 and 2006 EBITDA estimates of $31.0mm and $46.8mm, we derived a wide per share valuation range between $1.96 and $3.94 per share. However, based on average multiples of 13.7x for 2005 and 8.1x for 2006, we derived a base-case valuation of $2.63 to $2.96 per share. Exhibit 12 summarizes the results of our EV/Enterprise analysis.

Oil Service Comparables

Offshore Drilling '05EV/EBITDA '06EV/EBITDA '05 EBITDA '06 EBITDA % chg.ATW 16.3x 8.1x ATW 68 137 101%DO 14.8x 7.9x DO 523 976 87%ESV 11.3x 7.2x ESV 542 849 57%GSF 14.6x 8.4x GSF 748 1,301 74%NE 14.6x 8.7x NE 629 982 56%PDE 9.1x 6.9x PDE 564 743 32%RDC 10.9x 7.5x RDC 343 500 46%RIG 18.3x 9.9x RIG 1,157 2,145 85%Min 9.1x 6.9x Min 68 137 32%Max 18.3x 9.9x Max 1,157 2,145 101%Average 13.7x 8.1x Average 572 954 67%

Offshore Construction '05EV/EBITDA '06EV/EBITDA '05 EBITDA '06 EBITDA % chg.Min 6.7x 0.9x Min 30 33 4%Max 11.4x 8.4x Max 274 286 96%Average 8.4x 5.5x Average 149 186 33%

Other Oil Service '05EV/EBITDA '06EV/EBITDA '05 EBITDA '06 EBITDA % chg.Min 7.3x 6.4x Min 44 54 8%Max 13.9x 11.2x Max 199 215 23%Average 10.1x 8.7x Average 120 136 16%

NOF 31 47 51%

Page 10: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 10 of 14 ]

Exhibit 12: Summary Valuation

Source: Company disclosures and Jefferies & Company estimates. Given the rapid rise in dayrates and the potential for the Company’s 2006 earnings to exceed our estimates, we have provided a sensitivity analysis that illustrates Northern Offshore’s implied Enterprise Value based in various EV/EBITDA multiples and EBITDA assumptions. In the following table, we have highlighted 2005 projected EBITDA according to the Scheme, our 2006 EBITDA estimate of $46.8mm and our two upside scenarios – one scenario (roughly $60mm of EBITDA) in which the Northern Producer, the Energy Searcher and Galaxy Driller earn $100,000 per day, $72,000 per day and $100,000 per day, respectively and a second scenario (roughly $80mm of EBITDA) in which each of the three units earn $100,000 per day. Exhibit 13: Summary Valuation

Source: Company disclosures and Jefferies & Company estimates.

Sensitivity Analysis

6.0x 7.0x 8.0x 9.0x 10.0x Notes:30.0 $1.25 $1.46 $1.67 $1.88 $2.0831.3 $1.30 $1.52 $1.74 $1.96 $2.17 FY05 Scheme plan35.0 $1.46 $1.70 $1.94 $2.19 $2.4340.0 $1.67 $1.94 $2.22 $2.50 $2.7845.0 $1.88 $2.19 $2.50 $2.81 $3.1346.8 $1.95 $2.28 $2.60 $2.93 $3.25 JEF FY06 estimate50.0 $2.08 $2.43 $2.78 $3.13 $3.4755.0 $2.29 $2.67 $3.06 $3.44 $3.8260.0 $2.50 $2.92 $3.33 $3.75 $4.17 JEF $100k/$72k/$100k upside case65.0 $2.71 $3.16 $3.61 $4.06 $4.5170.0 $2.92 $3.40 $3.89 $4.38 $4.8675.0 $3.13 $3.65 $4.17 $4.69 $5.2180.0 $3.33 $3.89 $4.44 $5.00 $5.56 JEF $100k/$100k/$100k upside case

EBIT

DA

($m

m)

EBITDA multiple

Per Share Valuation

2005 2006EBITDA estimate ($mm) 31.0 46.8

Multiple:Min 9.1x 6.9xMax 18.3x 9.9xAverage 13.7x 8.1x

Implied EV ($mm):Min 282.4 323.0Max 567.9 463.4Average 426.3 378.0

Shares outsanding (mm) 144.0 144.0

Implied share price ($/share)Min $1.96 $2.24Max $3.94 $3.22Average $2.96 $2.63

Page 11: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 11 of 14 ]

Net Asset Value

Based on our analysis, we believe Northern Offshore is trading at a discount to its peers based on liquidation and replacement values. The Offshore Drillers as a group are trading at 178% of liquidation value and 101% of fleet replacement value; and, according to our valuation, Northern Offshore is trading roughly 145% of its liquidation value and only 47% of its replacement value.

Based on our analysis of comparable equipment, we believe the replacement value of the Company’ s three drilling units is approximately $600.0mm, or north of $4.00 per share. For the purpose of our analysis, we assigned the Northern Producer a value of $200.0mm, that of a semi-submersible, due to its uniqueness and ability to be reconfigured as a drilling unit. For the remaining two units, we used the lowest of the semi-submersible and drillship values to be conservative.

Exhibit 14: Fleet Replacement and Liquidation Values for Comparable Equipment

Source: Company disclosures and Jefferies & Company estimates. Exhibit 15: Summary Valuation

Source: Company disclosures and Jefferies & Company estimates.

Fleet Liquidation and Replacement Value for Comparable Equipment

Delivered/ Liquidation Replacement EstimatedType Owner Name Upgraded Max depth Location Operator Value ($mm) Value ($mm) DayrateSemi Atwood Southern Cross 1976/97 2,000 SE Asia Daewoo 45.0 180.0 $40,000Semi Noble Ton Van Langveld 1979/86 1,500 North Sea Kerr McGee 55.0 180.0 $85,000Semi Pride North Sea 1975/95 1,000 Med ENI 47.0 180.0 $68,000Semi Pride South Atlantic 1982/97 1,500 Brazil Chevron 63.0 200.0 $65,000Semi Pride Venezuela 1983 1,500 Med ENI 98.0 275.0 $75,000Semi Rowan Midland 1976 1,000 USGOM W&T 25.0 170.0 $60,000Semi Transocean Actinia 1983 1,500 India Reliance 67.0 200.0 $54,000Semi Transcocean Sedco 601 1983 1,500 SE Asia Santos 50.0 180.0 $56,000Semi Transcocean Sedneth-701 1973/01 1,500 W Africa Chevron 70.0 180.0 $90,000Semi Transcocean Sedco 704 1974 1,000 North Sea Venture 57.0 180.0 $50,000Semi Transcocean Sedco 706 1976 1,000 North Sea Total 57.0 180.0 $78,000

Average: 57.6 191.4 $65,545

Delivered/ Liquidation Replacement EstimatedType Owner Name Upgraded Max depth Location Operator Value ($mm) Value ($mm) DayrateDrillship Transocean Peregrine III 1976/97 4,000 USGOM Stacked 45.0 300.0 NADrillship Diamond Ocean Clipper 1976/97 7,500 Brazil Petrobras 85.0 250.0 $102,000Drillship Noble Leo Segerius 1981 5,900 Brazil Petrobras 85.0 300.0 $94,000Drillship Noble Roger Eason 1977/97/04 7,200 Brazil Petrobras 85.0 300.0 $96,000Drillship Noble Noble Muravlenko 1982/97/04 4,000 Brazil Petrobras 70.6 249.0 $81,500

Average: 74.1 279.8 $93,375

Summary Net Asset Value

Liquidation Replacement Value ($mm) Value ($mm)

Northern Producer Production Plaform 75.0 200.0Galaxy Driller Semi 55.0 180.0Energy Searcher Drillship 75.0 250.0Total ($mm) 205.0 630.0

Current Northern Offshore enterprise vaue ($mm) 296.3 296.3EV as % of Liquidation/Replacement value 145% 47%

Comparable Offshore Drilling Co's 178% 101%

Implied EV based on comparables ($mm) 364.9 636.3Implied share price $2.53 $4.42

Page 12: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 12 of 14 ]

Exhibit 16: Financial Projections

Source: Company disclosures and Jefferies & Company estimates.

Northern Offshore Cash Flow Summary1Q05e 2Q05e 3Q05e 4Q05e FY2005e 1Q06e 2Q06e 3Q06e 4Q06e FY2006e

Total revenues 14.3 14.4 16.8 20.8 66.2 21.5 22.1 22.8 22.8 89.2Vessel operating expenses 7.0 7.1 8.1 9.9 32.1 9.7 9.8 9.9 9.9 39.4Vessel gross margin 7.2 7.3 8.7 10.8 34.0 11.7 12.3 12.9 12.9 49.8

Administrative costs 0.8 0.8 0.8 0.8 3.0 0.8 0.8 0.8 0.8 3.0EBITDA 6.5 6.5 8.0 10.1 31.0 11.0 11.6 12.1 12.1 46.8EBITDA margin 45.5% 45.4% 47.4% 48.5% 46.9% 51.2% 52.2% 53.2% 53.2% 52.5%

Restructuring charges 6.7 0.0 0.0 0.0 6.7 0.0 0.0 0.0 0.0 0.0Interest income 0.0 0.0 0.0 0.0 0.1 0.0 0.0 0.0 0.0 0.1Taxation 0.3 0.3 0.3 0.3 1.0 0.3 0.3 0.3 0.3 1.0Operating cash flow -0.5 6.2 7.7 9.8 23.2 10.7 11.3 11.9 11.9 45.7

Distributions -14.0 0.0 0.0 0.0 -14.0 0.0 0.0 0.0 0.0 0.0Capex -1.4 -1.4 -1.4 -1.4 -5.5 -1.9 -1.9 -1.9 -1.9 -7.5Other 1.9 -1.9 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0Change in cash -14.0 3.0 6.3 8.4 3.7 8.8 9.4 10.0 10.0 38.2Beginning cash 14.0 0.0 3.0 9.3 14.0 17.7 26.6 36.0 45.9 17.7Ending cash 0.0 3.0 9.3 17.7 17.7 26.6 36.0 45.9 55.9 55.9

Northern Producer - Floating Production Platform

Dayrate $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000Days employeed 86 86 87 87 347 86 86 87 87 347Utilization 95% 95% 95% 95% 95% 95% 95% 95% 95% 95%Dayrate revenues ($mm) 8.6 8.6 8.7 8.7 34.7 8.6 8.6 8.7 8.7 34.7Tarriff revenues 1.8 1.8 1.8 1.8 7.3 1.8 1.8 1.8 1.8 7.3Total revenues ($mm) 10.4 10.5 10.6 10.6 42.0 10.4 10.5 10.6 10.6 42.0

Operating costs ($mm) 4.2 4.3 4.3 4.3 17.2 4.2 4.3 4.3 4.3 17.2OpCost/day $47,000 $47,000 $47,000 $47,000 $47,000 $47,000 $47,000 $47,000Vessel gross profit ($mm) 6.1 6.2 6.3 6.3 24.8 6.1 6.2 6.3 6.3 24.8GP/day $53,000 $53,000 $53,000 $53,000 $53,000 $53,000 $53,000 $53,000

Energy Searcher

Dayrate $52,000 $52,000 $54,000 $61,000 $54,750 $65,000 $65,000 $70,000 $70,000 $67,500Days employeed 75 75 75 75 300 86 86 87 87 347Utilization 83% 82% 82% 82% 82% 95% 95% 95% 95% 95%Revenues ($mm) 3.9 3.9 4.1 4.6 16.4 5.6 5.6 6.1 6.1 23.4

Operating costs ($mm) 2.8 2.8 2.9 2.9 11.3 2.8 2.8 2.9 2.9 11.3OpCost/day $31,000 $31,000 $31,000 $31,000 $31,000 $31,000 $31,000 $31,000Vessel gross profit ($mm) 1.1 1.1 1.2 1.7 5.1 2.8 2.8 3.3 3.3 12.1GP/day $21,000 $21,000 $23,000 $30,000 $34,000 $34,000 $39,000 $39,000

Galaxy Driller

Dayrate $0 $0 $54,000 $61,000 $28,750 $65,000 $70,000 $70,000 $70,000 $68,750Days employeed 0 0 40 92 132 86 86 87 87 347Utilization 0% 0% 43% 100% 36% 95% 95% 95% 95% 95%Revenues ($mm) 0.0 0.0 2.2 5.6 7.8 5.6 6.1 6.1 6.1 23.8

Operating costs ($mm) 0.0 0.0 0.9 2.8 3.7 2.7 2.7 2.8 2.8 11.0OpCost/day $0 $0 $30,000 $30,000 $30,000 $30,000 $30,000 $30,000Vessel gross profit ($mm) 0.0 0.0 1.2 2.9 4.1 2.9 3.3 3.4 3.4 12.9GP/day $0 $0 $24,000 $31,000 $35,000 $40,000 $40,000 $40,000

Page 13: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

JEFFERIES HIGH Y IELD RESEARCH

Please see Important Disclosure Information on the last pages of this Report [ page 13 of 14 ]

I, Evan S. Templeton, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security(ies) and subject company(ies). I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed in this research report. © 2005 Jefferies & Company, Inc. All rights reserved. This material has been prepared by Jefferies & Company, Inc. ("Jefferies") a U.S.-registered broker-dealer, employing appropriate expertise, and in the belief that it is fair and not misleading. It is approved for distribution in the United Kingdom by Jefferies International Limited ("JIL") regulated by the Financial Services Authority ("FSA"). The information upon which this material is based was obtained from sources believed to be reliable, but has not been independently verified. Therefore except for any obligations under the rules of the FSA, we do not guarantee its accuracy. Additional and supporting information is available upon request. This is not an offer or solicitation of an offer to buy or sell any security or investment. Any opinion or estimates constitute our best judgment as of this date, and are subject to change without notice. Jefferies and JIL and their affiliates and their respective directors, officers and employees may buy or sell securities mentioned herein as agent or principal for their own account. This material is intended for use only by professional or institutional investors falling within articles 19 or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001and not the general investing public. None of the investments or investment services mentioned or described herein are available to other persons in the U.K. and in particular are not available to "private customers" as defined by the rules of the FSA or to anyone in Canada who is not a "Designated Institution" as defined by the Securities Act (Ontario). In October 2004, Jefferies acted as a co-manager of a follow on offering for Atwood Oceanics.

Page 14: Jefferies Northern Offshore Research Report Aug 2005 Greg Imbruce

HIGH YIELD RESEARCH

August 3, 2005

HIGH YIELD AND SPECIAL SITUATIONS GROUP

RESEARCH Brett M. Levy, Co-Director, [email protected] (203) 708-5806

Bob Welch, Co-Director, [email protected] (203) 708-5983

Restaurant, Food and Consumer Products Kenneth Bann [email protected] (973) 912-2790 Michael Schwartz [email protected] (973) 912-2790

Aerospace & Defense, Packaging, Paper and Forest Products

Bradley K. Bryan [email protected] (310) 575-5113

Exploration, Production, Oil Service and Refining

Evan Templeton [email protected] (203) 708-5807 Metals and Mining

Brett M. Levy [email protected] (203) 708-5806 Jordan Hollander [email protected] (203) 708-5806 Communications and Media Romeo A. Reyes [email protected] (203) 708-5800 Chak K. Gude [email protected] (203) 708-5803 Healthcare

Kyle Smith [email protected] (973) 912-2790

Industrials, Automotive Supply, Chemicals and Special Situations

Joseph P. Von Meister, CFA [email protected] (973) 912-9790

Transportation and Finance

Chak K. Gude [email protected] (203) 708-5803

Publishing & Trade Shows and RLECs

Stephen P. Sweeney, CFA [email protected] (973) 912-2958

TRADING

David W. Schwartz, Executive Vice President (203) 708-5800 Jon E. Budish (973) 912-2790 Michael Satzberg (310) 575-5100

SALES

Steve Baker (203) 708-5800 Harrison Bubrosky (203) 708-5800 Laury Carr (203) 708-5800 Don Dizon (203) 708-5800 Howard Fife (203) 708-5800 Drew Hall (203) 708-5800 Steve Sander (203) 708-5800 Michael Shapiro (310) 575-5100 Tyler Thors (203) 708-5800 Tony Ulehla (203) 708-5800 Paul Voigt (203) 708-5800

CAPITAL MARKETS

Eric Macy, Executive Vice President (973) 912-2888

Travis Black (973) 912-2888 Timothy Lepore (973) 912-2888

PRIVATE PLACEMENTS

Andrew Woolford (203) 708-5878 Neil Wessan (203) 708-5874 Frederick Buffone (203) 708-5877 Daniel Polner (203) 708-5875 Tom Tuchscher


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