Amendment No. 6

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Prior to the listing of the Exchange Shares on a stock exchange that is recognized by the Bermuda Monetary Authority as an “appointed stock exchange,” the issue of the Exchange Shares and their free transferability are subject to the permission of the Bermuda Monetary Authority. The Company intends to apply for such permission as well as for the listing of the Exchange Shares on the New York Stock Exchange, which qualifies as an “appointed stock exchange.”

In connection with resales of Exchange Shares, any participating broker-dealer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, or the Securities Act. The Securities and Exchange Commission, or the SEC, has taken the position that broker-dealers who acquired the Original Shares as a result of market-making or other trading activities may use this prospectus to fulfill their prospectus delivery requirements with respect to the Exchange Shares.

See “Risk Factors” beginning on page 21 of this prospectus for a discussion of certain factors that you should consider before participating in the Exchange Offer.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION OR ANY OTHER EQUIVALENT REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized any other person to provide you with additional, different or inconsistent information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission (the “SEC”) is effective. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front cover of this prospectus unless otherwise specified herein. Our business, financial condition, results of operations and prospects may have changed since that date. Information contained on our website does not constitute part of this prospectus.

We have not taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

Common shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 and the Exchange Control Act 1972, and related regulations of Bermuda which regulate the sale of securities in Bermuda. In addition, specific permission is required from the Bermuda Monetary Authority, or the BMA, pursuant to the provisions of the Exchange Control Act 1972 and related regulations, for all issuances and transfers of securities of Bermuda companies, other than in cases where the BMA has granted a general permission. The BMA in its policy dated June 1, 2005 provides that where any equity securities, including our common shares, of a Bermuda company are listed on an appointed stock exchange, general permission is given for the issue and subsequent transfer of any securities of a company from and/or to a non-resident, for as long as any equities securities of such company remain so listed. The NYSE is deemed to be an appointed stock exchange under Bermuda law. In granting such permission, the BMA accepts no responsibility for our financial soundness or the correctness of any of the statements made or expressed in this prospectus. This prospectus does not need to be filed with the Registrar of Companies in Bermuda in accordance

with Part III of the Companies Act 1981 of Bermuda pursuant to provisions incorporated therein following the enactment of the Companies Amendment Act 2013. Such provisions state that a prospectus in respect of the offer of shares in a Bermuda company whose equities are listed on an appointed stock exchange under Bermuda law does not need to be filed in Bermuda, so long as the company in question complies with the requirements of such appointed stock exchange in relation thereto.

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications or other published independent sources, including Fearnley Offshore AS. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable and we are not aware of any misstatements regarding our market, industry or similar data presented herein. Such third party information may be different from other sources and may not reflect all or even a comprehensive set of the actual transactions occurring in the market. In addition, some data is also based on our good faith estimates and our management’s understanding of industry conditions. Such data involve risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Forward-Looking Statements” and “Risk Factors” in this prospectus.

Following the completion of the Exchange Offer, holders of Original Shares that are not tendered or that are tendered but not accepted by us may resell Original Shares only if an exemption from registration under the Securities Act and applicable state securities laws is available or, outside of the United States, to non-U.S. persons in accordance with the requirements of Regulation S under the Securities Act. Original Shares may not be sold by non-affiliates pursuant to the exemption provided by Rule 144 until , 2014 because such rule requires that we have been subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, for more than 90 days.

Based on interpretations of the SEC staff that did not involve the issuer of securities or its affiliates, Exchange Shares issued pursuant to this Exchange Offer may be offered for resale, resold or otherwise transferred by their holders (other than any such holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the Exchange Shares in the ordinary course of business and the holders are not engaged in, have no arrangement with any person to participate in, and do not intend to engage in, any public distribution of the Exchange Shares to be acquired in this Exchange Offer. Any holder who tenders in this Exchange Offer and is engaged in, has an arrangement with any person to participate in, or intends to engage in, any public distribution of the Exchange Shares (i) may not rely on the applicable interpretations of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

In this prospectus, all references to “U.S. dollars,” “USD,” “dollars,” “US$” and “$” are to the lawful currency of the United States of America and all references to “Norwegian Kroner” and “NOK” are to the lawful currency of Norway.

The following table sets forth, for the periods set forth below, the high, low, average and period end Bloomberg Composite Rate (New York) expressed as Norwegian Kroner per $1.00. The Bloomberg Composite Rate is a “best market” calculation in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-value rate between the applied highest bid rate and the lowest ask rate.

The above rates may differ from the actual rates used in the preparation of our consolidated and combined consolidated carve-out financial statements and other financial information appearing in this prospectus. Our inclusion of these exchange rates is not meant to suggest that the Norwegian Kroner amounts actually represent such dollar amounts or that such amounts could be or could have been converted into dollars at any particular rate, if at all. For a discussion of the impact of the exchange rate fluctuations on our financial condition and results of operations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

PROSPECTUS SUMMARY

This summary highlights information that appears later in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should carefully review the entire prospectus, including the section of this prospectus entitled “Risk Factors” and the more detailed information that appears later in this prospectus before exchanging your common shares. The information presented in this prospectus assumes, unless otherwise indicated, that the underwriters’ option to purchase additional common shares is not exercised.

Unless otherwise indicated, references to “North Atlantic Drilling,” the “Company,” “we,” “our,” “us” or similar terms refer to the registrant, North Atlantic Drilling Ltd., and its subsidiaries, and references to “NADL Businesses” are to the subsidiaries of Seadrill Limited that had interests in the drilling rigs in our initial fleet prior to April 1, 2011. Unless otherwise indicated, all references to “U.S. dollars,” “USD,” “dollars,” “US$” and “$” in this prospectus are to the lawful currency of the United States of America and references to “Norwegian Kroner” and “NOK” are to the lawful currency of Norway. References in this prospectus to our common shares are adjusted to reflect the consolidation of our common shares through a one-for-five reverse stock split, which our board of directors made effective as of November 19, 2012. References in this prospectus to “Statoil,” “ConocoPhillips,” “Shell,” “Total,” “ExxonMobil,” and “Centrica” refer to Statoil ASA , Conoco Phillips Company, Royal Dutch Shell, Total S.A., Exxon Mobil Corporation and Centrica PLC, respectively, and certain of each of their subsidiaries that are our customers. Concurrently with this Exchange Offer, we plan to offer and sell 13,513,514 of our common shares through an underwritten public offering, or the Underwritten Public Offering. This Exchange Offer is not contingent on the successful completion of the Underwritten Public Offering.

OUR BUSINESS

North Atlantic Drilling Ltd. was formed on February 10, 2011, by Seadrill Limited (NYSE: SDRL), or Seadrill, as a new offshore drilling subsidiary focused on operations in the North Atlantic Region, which includes only the territorial waters and outer continental shelf jurisdiction of Norway, the United Kingdom, Ireland, Denmark, the Netherlands, the east coast of Greenland, Russia (west of the island of Diksonskiy), and all countries within the Baltic Sea and the Gulf of Bothnia. While we currently operate exclusively offshore Norway and the United Kingdom, we intend to grow our position in the North Atlantic Region by continuing to provide excellent service to our customers with our modern, technologically advanced harsh environment fleet, together with our approximately 1,632 experienced and skilled employees. We also intend to leverage the relationships, expertise and reputation of Seadrill to re-contract our fleet under long-term contracts and to identify opportunities to expand our fleet through newbuildings and selective acquisitions. Seadrill is one of the world’s largest international offshore drilling contractors, and we believe that Seadrill, which will own approximately % of our outstanding common shares following completion of this offering and our concurrent Underwritten Public Offering, will be motivated to facilitate our growth because of its significant ownership interest in us. Our drilling rigs are under long-term contracts with major oil companies such as Statoil, ConocoPhillips, Shell, Total and ExxonMobil, and independent oil companies, such as Centrica, with an average remaining term of approximately 2.5 years as of September 30, 2013.

Atlantic Linus Ltd., our wholly-owned subsidiary that has the contract for the construction of the West Linus, to Ship Finance International Ltd., or Ship Finance, a related party. The West Linus is currently under construction at Jurong Shipyard in Singapore, or Jurong, and upon its scheduled delivery in January 2014, the drilling rig will be chartered back to us on a bareboat charter for a period of 15 years from commencement of its operations. In accordance with U.S. generally accepted accounting principles, or U.S. GAAP, we will continue to consolidate SFL Linus Ltd. (formerly named North Atlantic Linus, Ltd.), which is the Ship Finance subsidiary that will own the rig, in our consolidated financial statements. See “Certain Relationships and Related Party Transactions—Sale and Leaseback Agreement with Ship Finance.”

As of September 30, 2013, we had aggregate estimated project costs relating to these two newbuildings of $1,250 million, of which we have paid $277 million. The estimated remaining project costs of $388 million for the construction of the West Linus will be financed through cash we expect to receive from Ship Finance in connection with the combined sale and leaseback of the rig, which closed in June 2013. Ship Finance has secured financing for the purchase price of the West Linus through a combination of cash and debt. We plan to finance the estimated remaining project costs for the construction of the West Rigel in the amount of $585 million with cash flows from operations, borrowings under new credit facilities, and the net proceeds from securities offered in the public and private debt capital markets. Our entry into new credit facilities and access to the public and private debt capital markets are subject to significant conditions, including without limitation, the negotiation and execution of definitive documentation, as well as credit and debt market conditions, and we cannot assure you that we will be able to obtain such financing on terms acceptable to us or at all. The Underwritten Public Offering and the Exchange Offer are not contingent upon our entry into new credit facilities or our accessing other sources of debt. See “Risk Factors” beginning on page 21 for a more complete discussion of risks and uncertainties that should be considered before participating in the Exchange Offer.

OUR FLEET

The following table sets forth certain information regarding our drilling rigs as of the date of this prospectus:

Drilling Rig

Generation /
Type *

Year Built

Water
Depth
Capacity
(in feet)

Drilling
Depth
Capacity
(in feet)

Contract

Floaters

Semi-Submersibles

West Phoenix

6^th—HE

2008

10,000

30,000

Total

West Venture

5^th—HE

2000

2,600

30,000

Statoil

West Alpha

4^th—HE

1986

2,000

23,000

ExxonMobil

West Hercules⁽¹⁾

6^th—HE

2008

10,000

35,000

Statoil

West Rigel⁽²⁾

6^th—HE

Q2 2015⁽³⁾

10,000

40,000

N/A

Drillship

West Navigator

Ultra-deepwater—HE

2000

7,500

35,000

Shell/Centrica

Jack-ups

West Epsilon

HD—HE

1993

400

30,000

Statoil

West Elara

HD—HE

2011

450

40,000

Statoil

West Linus⁽²⁾⁽⁴⁾

HD—HE

Q1 2014⁽³⁾

450

40,000

ConocoPhillips

HE—Harsh Environment

HD—Heavy Duty

(1)

The West Hercules is owned by a wholly-owned subsidiary of Ship Finance, a related party, and is controlled by Seadrill through a bareboat charter agreement that expires in 2023. Until October 31, 2013, we operated and managed this rig pursuant to an operational bareboat charter agreement that we entered into with Seadrill in July 2012. We subsequently terminated our bareboat agreement with Seadrill and entered into a management agreement with Seadrill, effective from November 1, 2013, pursuant to which we continue to operate and manage the West Hercules while it is employed under the drilling contract with Statoil. We simultaneously entered into an agreement with Seadrill, which is currently subject to Statoil’s consent, to transfer the Statoil drilling contract from us to Seadrill effective from November 1, 2013. See “Certain Relationships and Related Party Transactions—Operation and Management of the West Hercules.”

(2)

Rig under construction.

(3)

Expected delivery.

(4)

Pursuant to a sale and leaseback agreement, we have sold all of the shares of North Atlantic Linus Ltd., our wholly-owned subsidiary that has the contract for the construction of the West Linus, to Ship Finance. The rig will be chartered back to us on a bareboat charter upon its delivery from the shipyard, for a period of 15 years from commencement of its operations.

EMPLOYMENT OF OUR FLEET

Our customers consist primarily of major integrated oil companies and independent oil and gas producers. We currently have contracts with Statoil, ConocoPhillips, Shell, Centrica, Total and ExxonMobil.

Our contract backlog includes firm commitments only, which are represented by signed drilling contracts. As of September 30, 2013, our contract backlog was approximately $2.9 billion and was attributable to revenues we expect to generate from all of our drilling rigs. We calculate our contract backlog by multiplying the contractual daily rate by the minimum expected number of days committed under the contracts (excluding options to extend), assuming full utilization. The actual amount of revenues earned and the actual periods during which revenues are earned may differ from the amounts and periods shown in the table below due to, for example, shipyard and maintenance projects, downtime and other factors that result in lower revenues than our average contract backlog per day.

The actual amount of revenues earned may also fluctuate due to parts of the daily rates being received in Norwegian Kroner or Pounds Sterling, or GBP. Approximately 25% to 50% of the daily rates are payable in Norwegian Kroner or Pounds Sterling, which approximately corresponds to the amount of operational expenses paid in Norwegian Kroner or Pounds Sterling. As a result, our net operational profit measured in U.S. dollars is minimally affected by currency fluctuations on a historical basis even though operational expenses and revenues may be affected individually. Norwegian Kroner or Pounds Sterling elements of future contract revenue and day rate information provided throughout this document have been converted into U.S. dollars using an exchange rate of USD $1 to NOK6.00 and GBP1.00 to USD $1.50, respectively. In addition, we may enter into drilling contracts that contain bonus payments in excess of the stated daily rate if we meet certain agreed operational objectives under the applicable contract.

The firm commitments that comprise our contract backlog as of September 30, 2013 are as follows:

Drilling Rig

Contracted
Location

Customer

Contract
Backlog

Contractual
Daily Rate

Contract Start
Date

Earliest Expiration
Date

West Phoenix

United Kingdom

Total

$290 million

453,674

January 2012

June 2015

West Venture

Norway

Statoil

$296 million

441,807

August 2010

July 2015

West Alpha

Norway

Norway/Russia

ExxonMobil
ExxonMobil⁽¹⁾

$44 million/
$501 million⁽²⁾

478,963

531,822

⁽²⁾

September 2012

January 2014

December 2013 July 2016

West Navigator

Norway

Shell/

Centrica

$220 million

$43 million

602,560

620,667

January 2013

October 2014

September 2014⁽³⁾

December 2014⁽³⁾

West Epsilon

Norway

Statoil

$338 million

285,513

December 2010

December 2016

West Elara

Norway

Statoil⁽⁴⁾

$456 million

359,189

March 2012

March 2017

West Linus⁽⁵⁾

Norway

ConocoPhillips⁽⁶⁾

$685 million⁽⁷⁾

375,073

⁽⁷⁾

April 2014

April 2019

West Hercules⁽⁸⁾

Norway

Statoil⁽⁸⁾

$15 million⁽⁹⁾

497,187

January 2013

January 2017

For our drilling rigs operating in Norway, the daily rates listed in the table above include adjustments, effective from July 1, 2013, pursuant to the NR (Norges Rederiforbund) tariff, a Norwegian offshore industry tariff. The daily rate for the West Phoenix, which operates in the United Kingdom, is subject to annual rate revisions based on changes in indices derived from the U.S. Department of Labor, Bureau of Labor Statistics.

(1)

ExxonMobil has the option to extend the contract until August 2017 on identical terms upon notice to us before December 31, 2014.

(2)

The average contractual daily rate is calculated based on the expected number of days the rig will operate in each contracted location, Norway and Russia, which is at ExxonMobil’s discretion, and excludes potential bonus payments of a maximum of 5% of the daily rate, which are based on certain performance criteria.

(3)

On August 28, 2013, we announced that Shell had been granted an extension of its contract for the West Navigator for an additional three months on identical terms as the current contract. In addition, we announced that we had secured a new contract with Centrica for the West Navigator for a minimum of 70 days on similar terms with and in direct continuation of the Shell contract.

(4)

Statoil has the option to extend the contract until March 2019 on identical terms upon notice to us two years before the expiration of the firm contract period.

(5)

(6)

Employment of the West Linus is scheduled to commence in April 2014 following its delivery from Jurong. ConocoPhillips has the option to extend the firm contract period from five to seven years at the same daily rate upon notice to us by the commencement date in April 2014. In addition, ConocoPhillips also has the option to extend the contract for two additional two year periods at a daily rate that is $10,000 less than the current daily rate for the extension periods upon 24 months’ notice to us prior to the expiration of the relevant period.

(7)

Excludes $12,430 per day which we will receive in addition to the ordinary daily rate as compensation for additional capital expenditures we incur to provide the customer with additional equipment.

(8)

(9)

We have entered into an agreement with Seadrill to transfer the Statoil drilling contract from North Atlantic Norway Ltd. (Norwegian branch), our wholly-owned subsidiary, to Seadrill Offshore AS, a subsidiary of Seadrill, effective November 1, 2013. Accordingly, the backlog for West Hercules includes daily rates only from October 1, 2013 to and including October 31, 2013, and does not include management fees that we will receive from Seadrill from November 1, 2013 for the remaining term of the Statoil drilling contract for operating and managing the rig. See “Certain Relationships and Related Party Transactions—Operation and Management of the West Hercules.”

COMPETITIVE STRENGTHS

We believe we are well positioned to achieve our primary business objectives and execute our business strategies based on the following competitive strengths:

•

Substantial Revenue Backlog With High Quality Customers. We have and are continuing to develop a strong revenue backlog that currently consists of contracts for all of our drilling rigs in operation, as well as the West Linus, which is currently under construction at Jurong and is scheduled to be delivered to us in January 2014. As of September 30, 2013, our contract backlog was approximately $2.9 billion. We believe these high-quality customer commitments will provide us with a stable cash flow for the next several years. In addition, we believe that our robust contract backlog will provide us with the financial stability we need to pay dividends, obtain financing for future growth and maintain successful client relationships.

•

Technologically Advanced Harsh Environment Drilling Fleet Operated by Experienced and Skilled Employees. Our fleet is comprised of technologically advanced drilling rigs designed to operate in harsh environments at water depths ranging from 150 feet to 10,000 feet with the ability to drill depths up to 40,000 feet. In addition, our drillship and semi-submersibles are self-propelled, dynamically positioned or moored, and are generally suitable for drilling in remote locations. We operate a modern fleet with an average age of approximately nine years, assuming our two newbuilds have an average age of zero years. Modern and new drilling rigs generally result in lower maintenance capital expenditures than older drilling rigs. We believe that with our modern, technologically advanced harsh environment fleet, together with our approximately 1,632 experienced and skilled employees, we will be able to provide our customers with safe and effective operations, and establish, develop and maintain our position as a preferred provider of offshore drilling services for our customers. We believe that a combination of technologically advanced modern assets and highly skilled employees will facilitate the procurement of new contracts and dayrates that are competitive relative to current market rates for similar drilling rigs.

•

High Barriers to Entry. Drilling rigs operating in the North Atlantic Region and in other harsh environment conditions require specialized equipment and modifications, including without limitation, unique structuring of drilling rig hulls and protection from exposure to weather and low temperatures. Not all rigs can be modified to operate in harsh environment conditions. The large investment in specialized or modified drilling equipment required to operate in harsh environment conditions creates

barriers to entry. In addition, the strict regulations of the AOC regime in Norway, described below, impose additional costly requirements for potential market participants in the Norwegian Continental Shelf, including the costs of complying with health, safety and environmental regulations. As an established drilling contractor in this area, we believe that we have a significant advantage over potential new entrants, and because of these barriers to entry, we already enjoy less competition and benefit from longer contract durations and higher dayrates than what we believe has been achieved in other geographic regions.

•

Experienced and International Management Team. When taken together with the NADL Businesses, we have been operating in locations worldwide for over 30 years. We believe that our management team’s significant experience in the offshore drilling industry, as well as its diverse international background, enhance our ability to effectively operate on an international basis and throughout industry cycles.

•

Relationship with Seadrill. We were established by Seadrill on February 10, 2011 as a new offshore drilling company focused on operations in the North Atlantic Region, and shortly thereafter, we acquired six harsh environment drilling rigs from Seadrill as part of the North Atlantic Restructuring. Additionally, certain of our executive officers and directors also serve as executive officers and directors of Seadrill. Following the completion of this offering and our concurrent Underwritten Public Offering, Seadrill will own approximately % of our common shares. Seadrill has provided significant financial and other resources to us and we believe that Seadrill will have incentives to facilitate our acquisition and growth strategy so long as it owns a majority interest in us. We expect our relationship with Seadrill will continue to provide us with access to Seadrill’s relationships with its customers, suppliers, shipbuilders and its technical and managerial expertise, which we believe will allow us to continue to expand our business and grow our customer base. See “—Our Relationship with Seadrill Limited and Other Related Companies.”

OUR BUSINESS STRATEGIES

Our principal business objectives are to profitably grow our business and increase shareholder value. We expect to achieve these objectives through the following strategies:

•

Focus on the North Atlantic Region. There are a limited number of drilling rigs that are able to operate in the harsh environments of the North Atlantic Region, which consists of the territorial waters and outer continental shelf jurisdiction of Norway, the United Kingdom, Ireland, Denmark, the Netherlands, the east coast of Greenland, Russia (west of the island of Diksonskiy), and all countries within the Baltic Sea and the Gulf of Bothnia. Our operating fleet of seven drilling rigs, consisting of four semi-submersibles, one ultra-deepwater drillship and two jack-ups, currently operates exclusively in the harsh environment areas offshore Norway and the United Kingdom. We also intend to employ our two newbuildings in the North Atlantic Region upon their delivery to us. We believe that our established presence in the harsh environment waters of the North Atlantic Region, together with our fleet’s size and unique specifications, provides us with a competitive advantage over smaller competitors in attracting the business of oil and gas companies seeking drilling services in offshore harsh environment areas. We believe that this competitive advantage will enable us to secure profitable drilling contracts for our newbuilding units and existing drilling rigs as their existing contracts expire. Additionally, we believe we have a competitive advantage in Norway over new entrants in this market because Norway imposes added requirements for drilling facilities, including, among other things, strict standards relating to safety, drilling rig technical specifications, crew accommodations and certain other compliance measures, known as Acknowledgment of Compliance or AOC, which must be satisfied in order to operate in the Norwegian Continental Shelf. All of our drilling rigs meet, or are being constructed to meet, AOC requirements.

•

Pursue Long-Term Contracts and Maintain Stable Cash Flows. We seek to maintain stable cash flows by pursuing long-term contracts and focusing on minimizing operational downtime. We believe that our focus on long-term contracts improves the stability and predictability of our operating cash flows, which we believe will enable us to access equity and debt capital markets on attractive terms and, therefore, facilitate our growth strategy.

•

Develop Strategic Relationships With High-quality Customers. We plan to continue to develop strategic relationships with major international oil companies and large investment-grade independent exploration and production companies, both on our own and through our relationship with Seadrill. We expect to derive a significant portion of our revenues from contracts with these customers, the length and terms of which will depend on the type of drilling rig and the operating environment.

•

Grow Through Newbuilds and Strategic and Accretive Acquisitions. We expect to grow through newbuilds and to consider strategic transactions, with a continued focus on harsh environment drilling operations. While we currently operate exclusively in areas offshore Norway and the United Kingdom, we intend to pursue harsh environment drilling operations in other locations in the North Atlantic Region as a growth strategy.

•

Provide Excellent Customer Service and Continue to Prioritize Safety As A Key Element Of Our Operations. We believe that we have developed a reputation as a preferred offshore drilling contractor and that we can capitalize on this reputation by continuing to provide excellent customer service. We seek to deliver exceptional performance to our customers by consistently meeting or exceeding their expectations for operational performance, by, among others, maintaining high safety standards and minimizing downtime.

MANAGEMENT OF OUR BUSINESS

Our board of directors has the authority to oversee and direct our operations, management and policies on an exclusive basis. Our board of directors has organized the provision of certain management and other services through Seadrill Management Ltd. (UK), or Seadrill Management, a wholly-owned subsidiary of Seadrill, and North Atlantic Management AS, or North Atlantic Management, our wholly-owned subsidiary.

We rely on certain current and former executive officers of Seadrill who are employed through North Atlantic Management and Seadrill Management to perform services for our benefit and who are responsible for our day-to-day management pursuant to an administrative services agreement, or the Services Agreement, subject to the direction and oversight of our board of directors. Mr. Alf Ragnar Løvdal has served as our Chief Executive Officer since January 1, 2013 and is employed through North Atlantic Management. In addition, Mr. Ragnvald Kavli, the former Director of Investor Relations and Corporate Finance of Seadrill and our current Finance Director, has been appointed to serve as our Chief Financial Officer effective upon the completion of the Underwritten Public Offering and will be employed through North Atlantic Management. All references in this prospectus to “our officers” include those officers of North Atlantic Management and Seadrill Management who perform executive officer functions for our benefit. See “Management.” In addition, Seadrill Management provides treasury and financial advisory services, insurance placement and building supervisory services under the Services Agreement. The Services Agreement may be terminated by either party upon one month’s notice. In consideration of the services provided to us, we pay Seadrill Management a fee that includes the operating costs attributable to us plus a margin of 8%. For the nine month period ended September 30, 2013 and the year ending December 31, 2012, we paid Seadrill Management remuneration for its services in the amount of $21.6 million and $18.9 million, respectively.

Agreement. Under the terms of the General Management Agreement, North Atlantic Management is responsible for, among other things, corporate governance services, budgeting and accounting functions, the financing of our activities, commercial management including marketing of our drilling rigs, and the purchase and sale of assets. In addition, North Atlantic Management provides management services for the West Hercules while it is employed under a drilling contract with Statoil, and is responsible for, among other things, operating the rig, budgeting and accounting functions, technical management, staffing and commercial management of the customer and suppliers.

We also receive corporate, secretarial and certain other administrative services relating to the jurisdiction of Bermuda from Frontline Management (Bermuda) Ltd., or Frontline Management, under the Services Agreement with Seadrill Management. Frontline Management is a wholly-owned subsidiary of Frontline Ltd. (NYSE:FRO)(OSE:FRO), a company in which Hemen Holding Limited and other related companies, or Hemen Holding, is a principal shareholder. As of December 31, 2013, Hemen Holding held approximately 0.73% of our shares and has an indirect interest in us through its ownership in Seadrill. In addition, as of December 31, 2013, Hemen Holding had a total return swap agreement with underlying exposure to 3,530,000 shares of us.

The executive offices of North Atlantic Management are located in Stavanger, Norway. It also has offices in Bergen, Norway.

OUR RELATIONSHIP WITH SEADRILL LIMITED AND OTHER RELATED PARTIES

One of our principal strengths is our relationship with Seadrill and other related parties, commonly known as the Fredriksen Group of companies. We were established by Seadrill on February 10, 2011 as a new offshore drilling company focused on operations in the North Atlantic Region. We expect our relationship with Seadrill will provide us with access to Seadrill’s customer, supplier and shipbuilder relationships and its technical, commercial and managerial expertise, which we believe will allow us to compete more effectively when seeking additional customers. In addition, pursuant to an agreement that we and Seadrill will enter into in connection with the closing of the Underwritten Public Offering, or the Cooperation Agreement, Seadrill will agree to provide us with a right of first refusal to participate in any business opportunity identified by Seadrill for drilling activities in the North Atlantic Region and we will agree to provide Seadrill with a right of first refusal to participate in any business opportunity identified by us for drilling activities outside of the North Atlantic Region. See “Certain Relationships and Related Party Transactions—Cooperation Agreement.”

Upon completion of this offering, Seadrill will own approximately % of our outstanding common shares and thus will effectively control us. In addition, we believe Seadrill will have significant incentives to contribute to our success. Seadrill is one of the world’s leading international offshore drilling contractors, providing offshore drilling services to the oil and natural gas industry. As of December 31, 2013, Seadrill owned a fleet of 69 offshore drilling rigs, including 21 drilling rigs under construction and our drilling rigs. Seadrill’s fleet is comprised of drillships, semi-submersibles, jack-ups and tender rigs, which operate from ultra-deepwater to shallow areas as well as in harsh and benign environments and are contracted to customers throughout the world. Seadrill reported total operating revenues of approximately $4.5 billion for the fiscal year ending December 31, 2012 and approximately $3.8 billion for the nine month period ended September 30, 2013.

In addition to our relationship with Seadrill, we believe there are opportunities for us to benefit from operational, customer and shipyard-based synergies due to our broader relationship with other related parties. Seadrill’s main shareholder, Hemen Holding, (which owned approximately 24.6% of the outstanding shares of Seadrill as of December 31, 2013), is indirectly controlled by trusts established by John Fredriksen for the benefit of his immediate family. As of December 31, 2013, Hemen Holding owned approximately 0.73% of our shares and was a party to a total return swap agreement with underlying exposure to 3,530,000 of our shares in addition to its indirect interest in us through its ownership in Seadrill. Hemen Holding and other related companies are

also the main shareholders of a number of other large companies involved in various sectors of the shipping industry and oil services industries, and other industries, which, include the following companies, among others:

•

Golar LNG Limited (NasdaqGS: GLNG)(OSE:GOL), an owner and operator of a fleet of nine liquefied natural gas, or LNG, carriers and four floating storage and regasification units, or FSRUs, and with nine LNG carriers and three FSRUs on order;

•

Golar LNG Partners LP (NasdaqGS:GMLP), a master limited partnership and a majority owned subsidiary of Golar LNG Limited that owns and operates a fleet of four LNG carriers and four FSRUs;

•

Frontline Ltd. (NYSE:FRO)(OSE:FRO), a crude oil tanker company which operates a fleet of 47 tankers, including contracts for the construction of two Suezmax tankers on order;

•

Frontline 2012 Ltd. (N-OTC:FRNT): a commodity shipping company which owns a total of ten crude oil tankers, one medium range product tanker and 61 fuel efficient newbuilding contracts within the crude oil, product, liquefied petroleum gas and dry bulk markets;

•

Ship Finance International Limited (NYSE:SFL), a global international ship-owning company with a diverse fleet of 61 vessels, including crude oil tankers, chemical tankers, dry-bulk carriers, container vessels, offshore supply vessels, one jack-up drilling rig, one ultra-deepwater drillship, two ultra-deepwater semi-submersible drilling rigs and two car carriers and has contracted to acquire nine additional newbuildings;

•

Golden Ocean Group Limited (OSE:GOGL), a dry bulk shipping company that owns a fleet of 23 vessels and manages an additional 11 vessels and has contracted to acquire six additional newbuildings;

•

Archer Limited (OSE:ARCHER), an oil services company specializing in crewing offshore rigs and onshore land rigs, including associated wireline and well services;

•

Deep Sea Supply PLC (OSE:DESSC), an owner and operator of 28 anchor handling tug supply and platform supply vessels, operating in the North Sea spot market, West Africa, South East Asia and Brazil;

•

Northern Offshore Ltd. (OSE:NOF), an owner and operator of four offshore drilling units and a floating production unit operating in the mid-water market segment in the Northern U.K. North Sea. In addition, in October 2013, Northern Offshore announced that two of its subsidiaries had executed contracts for the construction of two jackup drilling rigs from a Chinese shipyard;

•

Sevan Drilling ASA (OSE: SEVDR), an owner of three offshore drilling rigs and contract party to one additional newbuilding;

•

Seadrill Partners LLC (NYSE:SDLP), a master limited partnership and a majority owned subsidiary of Seadrill that owns and operates a fleet of six drilling rigs, including one drillship, two semi-submersibles, a semi-tender and two tender rigs;

•

Asia Offshore Drilling Ltd., a Bermuda offshore drilling company;

•

Marine Harvest ASA (OSE:MHG), a global seafood company and a large producer of farmed salmon; and

•

Independent Tankers Corporation Limited, a Bermuda company that owns and operates crude tankers.

We may not realize any benefits from our relationship with Seadrill or other related parties.

RECENT DEVELOPMENTS

the West Linus, to Ship Finance. The West Linus is currently under construction at Jurong, and following its scheduled delivery in January 2014, the drilling rig will be chartered back to us on a bareboat charter for a period of 15 years from commencement of its operations. In accordance with U.S. GAAP, we will continue to consolidate SFL Linus Ltd. (formerly named North Atlantic Linus Ltd.), which is the Ship Finance subsidiary that will own the rig, in our consolidated financial statements. See “Certain Relationships and Related Party Transactions—Sale and Leaseback Agreement with Ship Finance.”

On August 15, 2013, Seadrill announced a preliminary non-binding agreement with a large industrial company to create a strategic partnership to foster growth of our harsh environment business. Under this agreement, the potential strategic partner would initially purchase from Seadrill a substantial minority ownership interest in us around current market levels. In addition, the potential strategic partner would be granted an option to acquire a majority stake in us at a later time at a premium to current market levels. On October 11, 2013, Seadrill announced that it had decided to put these discussions on hold.

On October 17, 2013, SFL Linus Ltd. entered into a $475 million secured term loan and revolving credit facility with a syndicate of banks to fund the acquisition of West Linus, which has been pledged as security. SFL Linus Ltd. will not be able to draw down on the loan until it has taken delivery of the rig and various customary conditions, as specified in the loan agreement, have been satisfied. Delivery of the rig is expected to occur in January 2014.

On October 30, 2013, we successfully completed a NOK 1,500 million senior unsecured bond issue, which was equivalent to approximately $253 million, with maturity in October 2018. An application will be made for the bonds to be listed on the Oslo Stock Exchange. The net proceeds from the bond issuance have been used to repay the remaining outstanding amount of $169 million under our Seadrill Revolving Credit Facility, and the remaining proceeds have been used to repay in part our $2,000 Million Senior Secured Revolving Credit Facility.

We have entered into a management agreement with Seadrill, effective from November 1, 2013, which replaced the existing bareboat charter agreement, pursuant to which we continue to operate and manage the West Hercules while it is employed under the drilling contract with Statoil. The West Hercules is owned by a wholly-owned subsidiary of Ship Finance, a related party, and is controlled by Seadrill through a bareboat charter agreement that expires in 2023. Until October 31, 2013, we operated and managed this rig pursuant to an operational bareboat charter agreement that we entered into with Seadrill in July 2012. See “Certain Relationships and Related Party Transactions—Operation and Management of the West Hercules.”

On November 7, 2013, our board of directors approved and adopted a restricted stock unit plan, setting forth the rules pursuant to which we may grant to eligible employees restricted stock units representing the right to receive common shares. As of November 25, 2013, 278,778 restricted stock units have been granted under this plan, which are scheduled to vest on December 1, 2016. All awards granted under the plan may vest early upon a change in control or a voluntary winding up of us.

On November 20, 2013, we irrevocably reduced the amount of borrowings available under our Seadrill Revolving Credit Facility from $335 million to $85 million by written notice to Seadrill.

On November 25, 2013, our board of directors approved a dividend of $0.225 per common share, which was paid on December 20, 2013 to shareholders of record on December 5, 2013.

UNDERWRITTEN PUBLIC OFFERING

PROPOSED SENIOR UNSECURED NOTES ISSUANCE

On January 20, 2014, we announced that we intend to offer and sell $600 million in aggregate principal amount of unsecured senior notes due 2019, or the senior unsecured notes. Completion of this offering is not contingent upon the issuance of the senior unsecured notes. Information regarding our offering of senior unsecured notes in this prospectus is neither an offer to sell nor a solicitation of an offer to buy senior unsecured notes. The senior unsecured notes will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

RISK FACTORS

We face a number of risks associated with our business and industry and must overcome a variety of challenges to utilize our strengths and implement our business strategies. These risks relate to, among others, changes in the offshore contract drilling industry, including supply and demand, utilization rates, dayrates, customer drilling programs and commodity prices, a downturn in the global economy, hazards inherent in our industry and operations resulting in liability for personal injury or loss of life, damage to or destruction of property and equipment, pollution or environmental damage, inability to comply with covenants in our debt agreements, inability to finance capital projects, and inability to successfully employ our drilling rigs.

You should carefully consider the following risks, those risks described in “Risk Factors” and the other information in this prospectus before deciding whether to exchange your common shares.

Risks Relating to Our Business

•

Our growth depends on the level of activity in the offshore oil and natural gas industry, which is significantly affected by, among other things, volatile oil and natural gas prices, and may be materially and adversely affected by a decline in the offshore oil and natural gas industry.

•

An over-supply of drilling rigs may lead to a reduction in daily rates and therefore may materially impact our revenues and profitability.

•

We may be subject to liability under environmental laws and regulations, which could have a material adverse effect on our results of operations and financial condition.

•

Our business and operations involve numerous operating hazards, and our insurance and indemnities from our customers may not be adequate to cover potential losses from our operations.

•

The market value of our current drilling rigs and those we acquire in the future may decrease, which could cause us to incur losses if we decide to sell them following a decline in their market values.

Risks Relating to Our Company

•

The amount of our debt could limit our liquidity and flexibility in obtaining additional financing and in pursuing other business opportunities.

•

We may be unable to comply with covenants in our credit facilities or any future financial obligations that impose operating and financial restrictions on us.

•

Restrictions in our debt agreements may prevent us from paying dividends to our shareholders.

•

We currently derive all of our revenue from four customers, and the loss of any of these customers could result in a significant loss of revenues and cash flow.

•

The failure to consummate or integrate acquisitions in a timely and cost-effective manner could have an adverse effect on our financial condition and results of operations.

•

We depend on certain affiliates of Seadrill, including Seadrill Management, to assist us in operating and expanding our business.

•

Our future contracted revenue for our fleet of drilling rigs may not be ultimately realized.

Risks Relating to Our Common Shares

•

There is currently no market for our common shares in the United States and a market for our common shares may not develop, which could adversely affect the liquidity and price of our common shares.

•

If we do not become publicly-listed, this could adversely affect the value of our common shares and our access to the capital markets may be limited.

•

Your failure to tender your Original Shares in the Exchange Offer may affect their marketability.

•

Following the completion of this offering and our concurrent Underwritten Public Offering, Seadrill will control a substantial ownership stake in us and Seadrill’s interests could conflict with interest of our other shareholders.

REDUCED DISCLOSURE REQUIREMENTS

We were an “emerging growth company” with less than $1.0 billion in revenue at the time we publicly filed our initial registration statement with the SEC. We are eligible for reduced disclosure requirements applicable to an “emerging growth company” as defined in the JOBS Act, through the effectiveness of the registration statement of which this prospectus is a part. The reduced disclosure requirements permit us to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus. See “Risk Factors—Risks Relating to Our Common Shares—We are eligible for reduced disclosure requirements applicable to emerging growth companies through the effectiveness of the registration statement of which this prospectus forms a part and we cannot be certain if such reduced disclosure requirements will make our common shares less attractive to investors.”

CORPORATE STRUCTURE

North Atlantic Drilling Ltd. is a company incorporated under the laws of Bermuda on February 10, 2011. After the completion of this offering and the Underwritten Public Offering, Seadrill is expected to control a substantial ownership percentage in us, representing approximately % of our outstanding common shares. We own our vessels through separate wholly-owned subsidiaries that are incorporated in Bermuda.

The following diagram depicts our simplified organizational structure after completion of this offering:

LOGO

(1)

Norwegian branch of North Atlantic Norway Ltd., established for the purpose of conducting contracting operations in Norway.

(2)

Irish branch of North Atlantic Drilling UK Ltd., established for the purpose of conducting contracting operations in Ireland.

(3)

Russian branch of North Atlantic Drilling UK Ltd., established for the purpose of conducting contracting operations in Russia.

(4)

North Atlantic Linus Charterer Ltd. has been established for the purpose of chartering the West Linus on a 15-year financial lease from SFL Linus Ltd., a wholly-owned subsidiary of Ship Finance.

Ownership percentage is 100%, unless otherwise specified.

PRINCIPAL EXECUTIVE OFFICES

Our principal executive headquarters are at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. We have no proprietary management function. Pursuant to the Services Agreement and the General Management Agreement, all day-to-day management functions are provided by Seadrill Management and North Atlantic Management. Seadrill Management’s offices are located at Building 11, 2^nd Floor, Chiswick Business Park, 566 Chiswick High Road, London W4 5YS, United Kingdom, and North Atlantic Management’s offices are located at Løkkeveien 107, P.O. Box 109, 4001 Stavanger, Norway, and its telephone number at that address is (011) 47 51 30 90 00. North Atlantic Management also has offices in Bergen, Norway. Our website is www.nadlcorp.com. The information contained on our website is not a part of this prospectus.

OTHER INFORMATION

Because we are incorporated under the laws of Bermuda, you may encounter difficulty protecting your interests as shareholders, and your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled “Risk Factors” and “Enforcement of Civil Liabilities” for more information.

SUMMARY OF THE EXCHANGE OFFER



Issuer		North Atlantic Drilling Ltd., a company formed under the laws of Bermuda.

Background		We completed private offerings in February 2011 for 50,000,000 common shares (the “February 2011 Private Offering”), in March 2011 for 150,000,000 common shares and in March 2012 for 30,000,000 common shares (the “March 2012 Private Offering”).

Offer to Exchange Original Shares for Exchange Shares		Under the terms of the Exchange Offer, you are entitled to exchange the Original Shares for Exchange Shares. All Original Shares that are validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer will be exchanged promptly. Any Original Shares not accepted for tender for any reason will be returned promptly after termination or expiration of the Exchange Offer.

		Any holder electing to have Original Shares exchanged pursuant to this Exchange Offer must properly tender such holder’s Original Shares for Exchange Shares prior to 5:00 p.m. New York City time (11:00 p.m. Oslo time) on the Expiration Date, as defined below.

		The Exchange Offer is not being made to, nor will we accept surrenders of Original Shares for exchange from, holders of Original Shares in any jurisdiction in which the Exchange Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of the jurisdiction, nor to any person or entity to whom it is unlawful to make such offer.

		Affiliates of ours (within the meaning of Rule 405 under the Securities Act), may not participate in the Exchange Offer.

Procedures for Tendering Original Shares		If you wish to tender your Original Shares for exchange in the Exchange Offer, you must instruct the Norwegian Exchange Agent to tender the Original Shares on your behalf, and you must send to the Norwegian Exchange Agent, on or before the Expiration Date, a properly completed and executed letter of transmittal, which has been provided to you with this prospectus and any other documentation requested by the letter of transmittal.



		If you beneficially own Original Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Original Shares in the Exchange Offer, you should contact the registered holder promptly and instruct it to tender on your behalf accordingly.

Expiration Date		The Exchange Offer will remain open for at least 20 full business days and will expire at 5:00 p.m., New York City time (11:00 p.m. Oslo time), on February 27, 2014, unless extended by us at our sole discretion, or the Expiration Date.

Resales of Exchange Shares		Subject to the Company obtaining the permission of the Bermuda Monetary Authority in respect of the issue and transferability of the Exchange Shares, we believe that the Exchange Shares may be offered for resale, resold or otherwise transferred by you (unless you are an “affiliate” of ours within the meaning of Rule 405 of the Securities Act) without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that: • You acquire the Exchange Shares in the ordinary course of business; and • You are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate in the distribution of the Exchange Shares.

		If any of the foregoing is not true and you transfer any Exchange Shares without delivering a prospectus meeting the requirements of the Securities Act and without an exemption for the transfer of your Exchange Shares from such requirements, you may incur liability under the Securities Act. We do not assume or indemnify you against such liability. If you are a broker-dealer and receive Exchange Shares for your own account in exchange for Original Shares that were acquired as a result of market-making activities or other trading activities, you must represent to us that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Shares.



Consequences of Failure to Exchange		If we complete the Exchange Offer and you do not participate in it, then: • Your Original Shares will continue to be subject to the existing restrictions upon their transfer; and • The liquidity of the market for your Original Shares could be adversely affected.

Withdrawal of Tenders		You may withdraw your tender of Original Shares at any time prior to the Expiration Date. To withdraw, you must submit a notice of withdrawal to the Exchange Offer before 5:00 p.m., New York City time (11:00 p.m. Oslo time) on the Expiration Date.

Conditions to Exchange Offer		The Exchange Offer is subject to certain customary conditions.

Tax Considerations		A shareholder will not recognize gain or loss for U.S. federal income tax purposes on the exchange of Original Shares for Exchange Shares pursuant to the Exchange Offer.

		Under current Bermuda law, we are not subject to tax on income or capital gains, and no Bermuda withholding tax will be imposed upon payments of dividends by us to our shareholders.

		Until the shares become traded on an established securities market in the United States, any dividends paid by us will be treated as ordinary income to a U.S. shareholder, and may continue to be so treated even after we become publicly traded. On the disposition of our shares, a U.S. shareholder will recognize capital gain or loss, which will be treated as long-term capital gain or loss if the shares have been held for more than one year. Under certain circumstances, we may be treated as a “passive foreign investment company” for U.S. federal income tax purposes. If we were to be so treated, dividends paid by us will be treated as ordinary income to a U.S. shareholder. In addition, a U.S. shareholder may be subject to adverse U.S. federal income tax consequences with respect to certain distributions received from us and gain on the sale of our shares, although a U.S. shareholder may be able to make certain tax elections to ameliorate these adverse consequences.

Use of Proceeds		We will not receive any cash proceeds from the issuance of the Exchange Shares in this Exchange Offer. See “Use of Proceeds.”



Exchange Agent		DNB Bank ASA has been appointed as the Norwegian Exchange Agent in connection with the Exchange Offer for purposes of obtaining the required documents from our shareholders to tender Original Shares in the Exchange Offer. Computershare Trust Company N.A., or Computershare, our transfer agent, will act as agent for purposes of exchanging Original Shares for Exchange Shares. Deliveries should be addressed to the Norwegian Exchange Agent at the address on the back cover of this prospectus.

Exchange Shares		The Exchange Shares are identical to the Original Shares except that the Exchange Shares have been registered under the Securities Act of 1933, as amended, or the Securities Act, and, therefore, will not bear legends restricting their transfer.

For more details, please read “The Exchange Offer.”

SUMMARY FINANCIAL AND OPERATING DATA

We were formed on February 10, 2011, by Seadrill as a new offshore drilling subsidiary focused on operations in the North Atlantic Region. On February 17, 2011, we entered into an agreement with Seadrill to acquire six harsh environment drilling rigs, including all relevant contracts, spares, stores and offshore personnel related to the drilling rigs, which we refer to as the North Atlantic Restructuring. The North Atlantic Restructuring closed on March 31, 2011 and our business is a direct continuation of the North Atlantic business of our parent, Seadrill. We did not engage in any business or other activities prior to the North Atlantic Restructuring, except in connection with our formation. The North Atlantic Restructuring was limited to entities that were under the control of Seadrill and its affiliates, and, as such, the North Atlantic Restructuring was accounted for as a transaction between entities under common control. As a result, prior to April 1, 2011, the results of operations, cash flows, and balance sheet have been carved out of the consolidated financial statements of Seadrill and therefore presented on a combined consolidated carve-out basis in our financial statements. The combined consolidated entities’ historical financial statements include assets, liabilities, revenues, expenses and cash flows directly attributable to drilling rigs transferred to us from Seadrill. References to the “combined consolidated entities” or to the “NADL Businesses” are to the subsidiaries of Seadrill that had interests in the drilling rigs in our initial fleet prior to April 1, 2011. The consolidated and combined financial information has been prepared in accordance with U.S. GAAP and are in U.S. dollars. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Combined Consolidated Carve-out Financial Statements and Consolidated Financial Statements.”

The following table presents, in each case for the periods and as of the dates indicated, historical summary consolidated and combined consolidated carve-out financial and other data. The summary consolidated financial data as of and for the nine months ended September 30, 2013 and 2012 have been derived from the unaudited interim consolidated financial statements and related notes thereto included herein. The consolidated and combined financial data as of and for the years ended December 31, 2012 and 2011 have been derived from the audited consolidated and audited combined consolidated carve-out financial statements and related notes thereto included herein.

The following financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the unaudited interim consolidated financial statements and related notes thereto, the audited consolidated financial statements and audited combined consolidated carve-out financial statements and related notes thereto included elsewhere in this prospectus. Our financial position, results of operations and cash flows could differ from those that would have resulted if we operated autonomously or as an entity independent of Seadrill in the periods for which historical financial data are presented on a carve-out basis below, and such data may not be indicative of our future operating results or financial performance.


	Nine month period ended September 30,				Year ended December 31,
(in millions of U.S. dollars except common share and per share data)	2013		2012		2012		2011
					Consolidated		Combined and Consolidated
Statement of Operations Data
Total operating revenues from continuing operations		1,013.9		761.5		1,044.8		938.0
Net operating income from continuing operations		271.4		306.6		404.1		402.0
Net income from continuing operations		187.5		186.9		181.7		246.7
Earnings per share, basic and diluted—continuing operations⁽¹⁾	$	0.82	$	0.86	$	0.82	$	1.28
Dividends declared per share	$	0.68	$	0.68	$	0.90	$	0.38
Weighted average common shares outstanding , in millions		227.6		217.9		220.3		192.5


	Nine month period ended September 30,						Year ended December 31,
(in millions of U.S. dollars except common share and per share data)	2013			2012			2012			2011
							Consolidated			Combined and Consolidated
Balance Sheet Data (at end of period):
Cash and cash equivalents⁽²⁾		115.7			235.0			98.4			147.4
Drilling rigs		2,397.3			2,425.1			2,416.2			2,006.8
Newbuildings		277.0			238.3			248.7			572.2
Goodwill		480.6			480.6			480.6			480.6
Total assets		3,782.9			3,894.8			3,938.5			3,607.4
Interest bearing debt (including current portion)		2,509.4			2,491.7			2,452.5			2,626.7
Share capital		1,138.1			1,138.1			1,138.1			988.1
Shareholders’ equity		862.4			862.4			838.1			525.7

Other Financial Data:
Net cash provided by continuing operations		304.0			238.7			254.2			334.6
Net cash used in investing activities from continuing operations		(57.7	)		(204.5	)		(238.8	)		(390.4	)
Net cash provided by/(used in) financing activities from continuing operations		(227.2	)		53.2			(64.6	)		199.6

(1)

Basic and diluted earnings per share has been computed assuming the shares issued to Seadrill upon formation of the Company and as part of consideration for the North Atlantic Restructuring, amounting to 150,003,000 common shares, were outstanding for all periods presented.

(2)

Excludes restricted cash.

An investment in our common shares involves a high degree of risk. You should consider carefully the following risk factors, as well as the other information contained in this prospectus, before deciding to participate in the Exchange Offer. The following risks relate principally to us and our business and the industry in which we operate, the securities market and ownership of our common shares. Any of the risk factors described below could significantly and negatively affect our business, financial condition or operating results, which may reduce our ability to pay dividends and lower the trading price of our common shares. You may lose part or all of your investment.

The offshore drilling industry is cyclical and volatile. Our growth strategy focuses on expansion in the offshore drilling sector, which depends on the level of activity in oil and natural gas exploration, development and production in offshore areas worldwide. The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments affect customers’ drilling programs. Oil and natural gas prices and market expectations of potential changes in these prices also significantly affect this level of activity and demand for drilling rigs.

Oil and natural gas prices are extremely volatile and are affected by numerous factors beyond our control, including the following:

Declines in oil and natural gas prices for an extended period of time, or market expectations of potential decreases in these prices, could negatively affect our future growth. Sustained periods of low oil and natural gas

prices typically result in reduced exploration and drilling because oil and natural gas companies’ capital expenditure budgets are subject to cash flow from such activities and are therefore sensitive to changes in energy prices. These changes in commodity prices can have a dramatic effect on rig demand, and periods of low demand can cause excess rig supply and intensify the competition in the industry, which often results in drilling rigs, particularly older and less technologically-advanced drilling rigs, being idle for long periods of time. We cannot predict the future level of demand for drilling rigs or future conditions of the oil and natural gas industry. Any decrease in exploration, development or production expenditures by oil and natural gas companies could reduce our revenues and materially harm our business, results of operations and cash available for distribution.

In addition to oil and natural gas prices, the offshore drilling industry is influenced by additional factors, including:

the political and military environment of oil and gas reserve jurisdictions; and

Any of these factors could reduce demand for drilling rigs and adversely affect our business and results of operations.

An over-supply of drilling rigs may lead to a reduction in daily rates and therefore may materially impact our revenues and profitability.

During the recent period of high utilization and high daily rates, industry participants have increased the supply of drilling rigs by ordering construction of new drilling rigs, particularly within the ultra-deepwater segment of the industry. Historically, this has resulted in an over-supply of drilling rigs and has caused a subsequent decline in utilization and daily rates when the drilling rigs have entered the market, sometimes for extended periods of time until the new rigs have been absorbed into the active fleet. The worldwide fleet of ultra-deepwater drilling rigs consisted of 133 rigs (61 semi-submersibles and 72 drillships) as of November 2013. An additional 15 semi-submersibles and 72 drillships are under construction or on order, which would bring the total ultra-deepwater fleet to 220 rigs.

Rigs operating in harsh environments, such as the North Sea, Barents Sea, West of Shetland, Greenland and other similar locations require specialized capabilities related to motion, wind resistance, insulation and heat tracing. As of November 2013, 35 floaters were capable of operations in harsh environments with an additional 12 such harsh environment floaters under construction or on order.

A relatively large number of the drilling rigs currently under construction, including three harsh environment drilling rigs, have not been contracted for future work. This may intensify price competition as scheduled delivery dates occur and lead to a reduction in daily rates as the active fleet grows. Lower utilization and daily rates could adversely affect our revenues and profitability. Prolonged periods of low utilization and daily rates could also result in the recognition of impairment charges on our drilling rigs if future cash flow estimates, based on information available to management at the time, indicate that the carrying value of these drilling rigs may not be recoverable.

An economic downturn could have a material adverse effect on our revenue, profitability and financial position.

We depend on our customers’ willingness and ability to fund operating and capital expenditures to explore, develop and produce oil and natural gas, and to purchase drilling and related equipment. There has historically been a strong link between the development of the world economy and demand for energy, including oil and natural gas. The world economy is currently facing a number of challenges. As a result of the credit crisis in Europe, in particular in Greece, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility, or the EFSF, and the European Financial Stability Mechanism, or the EFSM, to provide funding to Eurozone countries in financial difficulties that seek such support. In March 2011, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, or the ESM, which will be activated by mutual agreement, to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries after June 2013. Despite these measures, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the Euro. An extended period of adverse development in the outlook for European countries could reduce the overall demand for oil and natural gas and for our services. These potential developments, or market perceptions concerning these and related issues, could affect our financial position, results of operations and profitability, and may have a disproportionate impact on us because we currently operate exclusively offshore Norway and the United Kingdom. This includes uncertainty surrounding the sovereign debt and credit crises in certain European countries and the continued economic slowdown in the Asia Pacific region, including Japan and China. In addition, turmoil and hostilities in the Middle East, North Africa and other geographic areas and countries are adding to overall risk. An extended period of adverse development in the outlook for the world economy could reduce the overall demand for oil and natural gas and for our services. Such changes could adversely affect our financial condition, results of operations and ability to pay dividends to our shareholders.

The current state of global financial markets and current economic conditions may adversely impact our ability to obtain additional financing on acceptable terms, which may hinder or prevent us from expanding our business or may otherwise negatively impact our business.

Global financial markets and economic conditions have been, and continue to be, volatile. The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices which will not be dilutive to our existing shareholders or preclude us from issuing equity at all. In addition, a majority of our financing facilities are provided by European banking institutions. If economic conditions in Europe preclude or limit additional financing from these banking institutions, we may not be able to obtain financing from other institutions on terms acceptable to us or at all, even if conditions outside Europe remain favorable for lending. Additional financing may not be available if needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to expand our existing business, complete drilling rig acquisitions or otherwise take advantage of business opportunities as they arise.

Consolidation and governmental regulation of suppliers may increase the cost of obtaining supplies or restrict our ability to obtain needed supplies, which may have a material adverse effect on our results of operations and financial condition.

We rely on certain third parties to provide supplies and services necessary for our offshore drilling operations, including drilling equipment suppliers, caterers and machinery suppliers. Recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. With respect to certain items, such as blow-out preventers, we are generally dependent upon the original equipment manufacturer for repair and replacement of the item or its spare parts. Such consolidation, combined with a high volume of drilling rigs under construction, may result in a shortage of supplies and services thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time. For instance, several

drilling companies, including Seadrill, experienced significant interruption of operations in early 2013 as a result of a defective batch of connector bolts procured by a supplier of blow-out prevention equipment, and the only source of approved replacement bolts was that same supplier. These cost increases or delays could have a material adverse effect on our results of operations and result in rig downtime, and delays in the repair and maintenance of our drilling rigs. Furthermore, many of our suppliers are U.S. companies or non-U.S. subsidiaries owned or controlled by U.S. companies, which means that in the event a U.S. supplier was debarred or otherwise restricted by the U.S. government from delivering products, our ability to supply and service our operations could be materially impacted. In addition, through regulation and permitting, certain foreign governments effectively restrict the number of suppliers and technicians available to supply and service our operations in those jurisdictions, which could materially impact our operations.

Governmental laws and regulations, including environmental laws and regulations, may add to our costs, expose us to liability or limit our drilling activity.

Our business in the offshore drilling industry is affected by laws and regulations relating to the energy industry and the environment in the geographic areas where we operate, including international conventions and treaties, and regional, national, state, and local laws and regulations (including those of the International Maritime Organization, European Union, the United Kingdom, and Norway). The offshore drilling industry is dependent on demand for services from the oil and gas exploration and production industry, and, accordingly, we are directly affected by the adoption of laws and regulations that, for economic, environmental or other policy reasons, curtail exploration and development drilling for oil and gas. Compliance with such laws, regulations and standards, where applicable, may require us to make significant capital expenditures, such as installation of costly equipment or operational changes, and may affect the resale value or useful lifetime of our rigs. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions, including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. Further, our ability to compete in international offshore contract drilling markets may be limited by foreign governmental regulations that favor or require the awarding of contracts to local contractors or by regulations requiring foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Governments in some countries are increasingly active in regulating and controlling the ownership of concessions, the exploration for oil and gas, and other aspects of the oil and gas industries. Offshore drilling in certain areas has been curtailed and, in certain cases, prohibited because of concerns over protection of the environment. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations.

To the extent new laws are enacted or other governmental actions are taken that prohibit or restrict offshore drilling or impose additional environmental protection requirements that result in increased costs to the oil and gas industry, in general, or the offshore drilling industry, in particular, our business or prospects could be materially adversely affected. Environmental protection of arctic regions is a particularly sensitive issue in some countries, and may be subject to special additional new regulations. The operation of our drilling rigs will require certain governmental approvals. Depending on the jurisdiction, these governmental approvals may involve public hearings and costly undertakings on our part. We may not obtain such approvals or such approvals may not be obtained in a timely manner. If we fail to timely secure the necessary approvals or permits, our customers may have the right to terminate or seek to renegotiate their drilling contracts to our detriment. The amendment or modification of existing laws and regulations or the adoption of new laws and regulations curtailing or further regulating exploratory or development drilling and production of oil and gas could have a material adverse effect on our business, operating results or financial condition. Future earnings may be negatively affected by compliance with any such new legislation or regulations.

As an operator of mobile drilling rigs, we may be liable for damages and costs incurred in connection with spills of oil and other chemicals and substances related to our operations, and we may also be subject to significant fines in connection with spills. For example, an oil spill could result in significant liability, including fines, penalties and criminal liability and remediation costs for natural resource damages under other international laws, as well as third-party damages, to the extent that the contractual indemnification provisions in our drilling contracts are not sufficient, or if our clients are unwilling or unable to contractually indemnify us from these risks. Additionally, we may not be able to obtain such indemnities in our future contracts and our clients may not have the financial capability to fulfill their contractual obligations to us. Also, these indemnities may be held to be unenforceable in certain jurisdictions, as a result of public policy or for other reasons. Laws and regulations protecting the environment have become more stringent in recent years, and may in some cases impose strict liability, rendering a person liable for environmental damage without regard to negligence. These laws and regulations may expose us to liability for the conduct of or conditions caused by others, or for acts that were in compliance with all applicable laws at the time when such acts were performed. The application of these requirements or the adoption of new requirements could have a material adverse effect on our financial position, results of operations or cash flows.

We may be subject to litigation that could have an adverse effect on our business and financial condition.

We are currently not involved in any litigation matters that are expected to have a material adverse effect on our business or financial condition. Nevertheless, we anticipate that we could be involved in litigation matters from time to time in the future. The operating hazards inherent in the offshore drilling business expose us to litigation, including personal injury litigation, environmental litigation, contractual litigation with clients, intellectual property litigation, tax or securities litigation, and maritime lawsuits including the possible arrest of our drilling rigs. We cannot predict with certainty the outcome or effect of any claim or other litigation matter. Any future litigation may have an adverse effect on our business, financial position, results of operations and its ability to pay dividends, because of potential negative outcomes, the costs associated with prosecuting or defending such lawsuits, and the diversion of management’s attention to these matters.

Our business and operations involve numerous operating hazards, and our insurance and indemnities from our customers may not be adequate to cover potential losses from our operations.

Our operations are subject to hazards inherent in the offshore drilling industry, such as blowouts, reservoir damage, loss of production, loss of well control, lost or stuck drill strings, equipment defects, punch-throughs, craterings, fires, explosions and pollution. Contract drilling requires the use of heavy equipment and exposure to hazardous conditions, which may subject us to liability claims by employees, customers and third parties. These hazards can cause personal injury or loss of life, severe damage to or destruction of property and equipment, pollution or environmental damage, claims by third parties or customers and suspension of operations. Our offshore fleet is also subject to hazards inherent in marine operations, either while on-site or during mobilization, such as capsizing, sinking, grounding, collision, piracy, damage from severe weather and marine life infestations. Operations may also be suspended because of machinery breakdowns, abnormal drilling conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. We customarily provide contract indemnity to our customers for claims that could be asserted by us relating to damage to or loss of our equipment, including rigs, and claims that could be asserted by us or our employees relating to personal injury or loss of life.

Damage to the environment could also result from our operations, particularly through spillage of hydrocarbons, fuel, lubricants or other chemicals and substances used in drilling operations, or extensive uncontrolled fires. We may also be subject to property damage, environmental indemnity and other claims by oil and natural gas companies. Our insurance policies and drilling contracts contain rights to indemnity that may not adequately cover our losses, and we do not have insurance coverage or rights to indemnity for all risks. There are certain risks, including risks associated with the loss of control of a well (such as blowout, cratering, the cost to regain control of or re-drill the well and remediation of associated pollution), and our customers may be unable or unwilling to indemnify us against such risks. In addition, a court may decide that certain indemnities in our

current or future contracts are not enforceable. We maintain insurance coverage for property damage, occupational injury and illness, and general and marine third-party liabilities. However, pollution and environmental risks generally are not totally insurable. See “Business—Risk of Loss and Insurance.”

If a significant accident or other event occurs that is not fully covered by our insurance or an enforceable or recoverable indemnity from a customer, the occurrence could adversely affect our financial position, results of operations or profitability. The amount of our insurance may also be less than the related impact on enterprise value after a loss. Our insurance coverage will not in all situations provide sufficient funds to protect us from all liabilities that could result from our drilling operations. Our coverage includes annual aggregate policy limits. As a result, we retain the risk for any losses in excess of these limits. Any such lack of reimbursement may cause us to incur substantial costs. In addition, we could decide to retain more risk in the future, resulting in higher risk of losses, which could be material, that are not covered by third-party insurance contracts. Moreover, we may not be able to maintain adequate insurance in the future at rates that we consider reasonable, or obtain insurance against certain risks.

The Deepwater Horizon oil spill in the U.S. Gulf of Mexico may result in more stringent laws and regulations governing offshore drilling, which could have a material adverse effect on our business, operating results or financial condition.

On April 20, 2010, there was an explosion and a related fire on the Deepwater Horizon, an ultra-deepwater semi-submersible drilling rig that is not connected to us, while it was servicing a well in the U.S. Gulf of Mexico. This catastrophic event resulted in the death of 11 workers and the total loss of that drilling rig, as well as the release of large amounts of oil into the U.S. Gulf of Mexico, impacting the environment and the region’s key industries. This event is being investigated by several federal agencies, including the United States Department of Justice and by the United States Congress, and was also the subject of numerous lawsuits. On January 3, 2013, Transocean Deepwater Inc. agreed to plead guilty to violating the U.S. Clean Water Act and to pay $1.4 billion in civil and criminal fines and penalties for its conduct in relation to the incident. On May 30, 2010, the United States Department of the Interior issued a six-month moratorium on all deepwater drilling in the outer continental shelf regions of the U.S. Gulf of Mexico and the Pacific Ocean. On October 12, 2010, the United States government lifted the drilling moratorium, subject to compliance with enhanced safety requirements. All drilling in the U.S. Gulf of Mexico must comply with the Increased Safety Measures for Energy Development on the Outer Continental Shelf (Drilling Safety Rule), which took effect October 22, 2012, and the Workplace Safety Rule on Safety and Environmental Management Systems (SEMS), which was issued on October 15, 2010 and required SEMS programs to be in place on or before November 15, 2011. The SEMS II rule enhances the Workplace Safety Rule and supplements operators’ SEMS programs; it became effective on June 14, 2013 and requires compliance by June 4, 2014.

While we do not currently operate any of our drilling rigs in the U.S. Gulf of Mexico, these developments could have a substantial impact on the offshore oil and gas industry worldwide. Governmental investigations and proceedings may result in significant changes to existing laws and regulations and substantially stricter governmental regulation of our drilling rigs. For example, Norway’s Petroleum Safety Authority is assessing the results of the investigations into the Deepwater Horizon oil spill and issued a preliminary report of its recommendations in June 2011, and Oil & Gas United Kingdom has established the Oil Spill Prevention and Response Advisory Group, which issued its final report on industry practices in the United Kingdom in September 2011. In addition, BP plc, a company not affiliated with us and the rig operator of the Deepwater Horizon, has reached an agreement with the United States government to establish a claims fund of $20 billion, which far exceeds the $75 million strict liability limit set forth under the U.S. Oil Pollution Act of 1990. Amendments to existing laws and regulations or the adoption of new laws and regulations curtailing or further regulating exploratory or development drilling and production of oil and gas, may be highly restrictive and require costly compliance measures that could have a material adverse effect on our business, operating results or financial condition. Future earnings may be negatively affected by compliance with any such amended or new legislation or regulations.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries and the United Nations’ International Maritime Organization, or IMO, have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. Currently, the emissions of greenhouse gases from ships involved in international transport are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions. As of January 1, 2013, all ships (including rigs and drillships) must comply with mandatory requirements adopted by the IMO’s Maritime Environment Protection Committee (MEPC) in July 2011 relating to greenhouse gas emissions. These requirements could cause us to incur additional compliance costs. In addition, the European Union has indicated that it intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from marine vessels.

Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our assets, and might also require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.

Additionally, adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business.

See “Business—Environmental and Other Regulations in the Offshore Drilling Industry—Regulation of Greenhouse Gas Emissions” below for a more detailed discussion.

The use of our drilling rigs may infringe the intellectual property rights of others.

The majority of the intellectual property rights relating to our drilling rigs and related equipment are owned by our suppliers. In the event that one of our suppliers becomes involved in a dispute over infringement of intellectual property rights relating to equipment owned by us, we may lose access to repair services, replacement parts, or could be required to cease use of some equipment. In addition, our competitors may assert claims for infringement of intellectual property rights related to certain equipment on our drilling rigs and we may be required to stop using such equipment and/or pay damages and royalties for the use of such equipment. The consequences of technology disputes involving our suppliers or competitors could adversely affect our financial results and operations. We have provisions in some of our supply contracts for suppliers to provide indemnity to us against intellectual property lawsuits. However, these suppliers may be unwilling or financially unable to honor their indemnity obligations, or the indemnities may not fully protect us from the adverse consequences of such technology disputes. We also have provisions in some of our client contracts to require the client to share some of these risks on a limited basis, but these provisions may not fully protect us from the adverse consequences of such technology disputes.

We must make significant capital and operating expenditures to maintain the operating capacity of our fleet, which will reduce cash available to pay dividends to shareholders.

We must make significant capital and operating expenditures to maintain and replace, over the long-term, the operating capacity of our fleet. Maintenance and replacement capital expenditures include capital expenditures for maintenance (including special classification surveys) and capital expenditures associated with

modifying an existing drilling rig, including to upgrade its technology, acquiring a new drilling rig or otherwise replacing current drilling rigs at the end of their useful lives to the extent these expenditures are incurred to maintain or replace the operating capacity of our fleet. These expenditures could vary significantly from quarter to quarter, and from year to year, and could increase as a result of changes in:

These capital and operating expenditures will reduce cash available to pay dividends to our shareholders, and any increases in our capital and operating expenditures will further reduce cash available to pay dividends to shareholders.

We may not be able to keep pace with the continual and rapid technological developments that characterize the market for our services, and our failure to do so may result in our loss of market share.

The market for our services is characterized by continual and rapid technological developments that have resulted in, and will likely continue to result in, substantial improvements in equipment functions and performance. As a result, our future success and profitability will be dependent, in part, on our ability to keep pace with technological developments. If we are not successful in acquiring new equipment or upgrading our existing equipment in a timely and cost-effective manner in response to technological developments or changes in standards in our industry, we could lose business and profits. In addition, current competitors or new market entrants may develop new technologies, services or standards that could render some of our services or equipment obsolete, which could have a material adverse effect on our operations.

In addition, we currently operate exclusively in Norway and in the United Kingdom, and have secured only one contract for work in another country (Russia) which is expected to commence operations in the third quarter of 2014. If we are unable to expand our operations and pursue harsh environment drilling operations in other locations in the North Atlantic Region, it could have a material adverse effect on our operations.

The market value of our current drilling rigs and those we acquire in the future may decrease, which could cause us to record impairment losses, or incur realized losses if we decide to sell them following a decline in their market values.

If the offshore contract drilling industry suffers adverse developments in the future, the fair market value of our drilling rigs may decline. The fair market value of the drilling rigs that we currently own, or may acquire in the future, may increase or decrease depending on a number of factors, including:

Additionally, if we sell one or more of our drilling rigs at a time when drilling rig prices have fallen and before we have recorded an impairment adjustment to our consolidated financial statements, the sale price may be less than the drilling rig’s carrying value on our consolidated financial statements, resulting in a loss and a reduction in earnings. Furthermore, if drilling rig values fall significantly, we may have to record an impairment adjustment in our financial statements, which could adversely affect our financial results and condition.

The amount of our debt could limit our liquidity and flexibility in obtaining additional financing and in pursuing other business opportunities.

As of September 30, 2013 and December 31, 2012, we had $2.5 billion in gross principal amount of interest bearing debt. In addition, on October 30, 2013, we successfully completed a NOK 1,500 million senior unsecured bond issue, which was equivalent to approximately $253 million, with maturity in October 2018, the net proceeds of which were used to repay the remaining outstanding amount of $169 million under our Seadrill Revolving Credit Facility, and the remaining proceeds were used to repay in part our $2,000 Million Senior Secured Revolving Credit Facility. Our current indebtedness and future indebtedness that we may incur could affect our future operations, as a portion of our cash flow from operations will be dedicated to the payment of interest and principal on such debt and will not be available for other purposes. Covenants contained in our debt agreements require us to meet certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our business or economic conditions, limit our ability to dispose of assets or place restrictions on the use of proceeds from such dispositions, withstand current or future economic or industry downturns and compete with others in our industry for strategic opportunities, and limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes and our ability to distribute dividends to our shareholders. Our ability to meet our debt service obligations and to fund planned expenditures, including construction costs for our newbuilding projects, will be dependent upon our future performance, which will be subject to prevailing economic conditions, industry cycles and financial, business, regulatory and other factors affecting our operations, many of which are beyond our control. Our future cash flows may be insufficient to meet all of our debt obligations and contractual commitments, and any insufficiency could negatively impact our business. To the extent that we are unable to repay our indebtedness as it becomes due or at maturity, we may need to refinance our debt, raise new debt, sell assets or repay the debt with the proceeds from equity offerings.

If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing dividends to shareholders, reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our consolidated debt, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all.

Furthermore, our debt financing agreements contain cross-default clauses which are linked to our other indebtedness. In the event of a default by one of our subsidiaries under one of its debt or other agreements, we could be adversely affected by the cross-default clauses, even if such default is cured.

We may be unable to comply with covenants in our credit facilities or any future financial obligations that impose operating and financial restrictions on us.

Our credit facilities impose, and future financial obligations may impose, operating and financial restrictions on us. These restrictions may prohibit or otherwise limit our ability to, among other things:

For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Borrowing Activities.”

Our ability to comply with the restrictions and covenants, including financial ratios and tests, contained in our financing agreements is dependent on our future performance and may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If the market value of any of our drilling rigs declines, or if market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we are unable to comply with the restrictions and covenants in the agreements governing our indebtedness or in current or future debt financing agreements, there could be a default under the terms of those agreements. If a default occurs under these agreements, lenders could terminate their commitments to lend and/or accelerate the outstanding loans and declare all amounts borrowed due and payable. We pledge our drilling rigs as security for our indebtedness. If our lenders were to foreclose on our drilling rigs in the event of a default, this may adversely affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities. In addition, all of our loan agreements contain cross-default provisions, meaning that if we are in default under one of our loan agreements, amounts outstanding under our other loan agreements may also be accelerated and become due and payable. If any of these events occur, our assets may be insufficient to repay in full all of our outstanding indebtedness, and we may be unable to find alternative financing. Even if we could obtain alternative financing, that financing might not be on terms that we find are favorable or acceptable. Any of these events would adversely affect our ability to pay dividends to our shareholders and cause a decline in the market price of our common shares. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Borrowing Activities.”

Failure to comply with covenants and other provisions in our existing or future debt agreements, including the proposed senior unsecured notes, could result in cross-defaults under our existing debt agreements, which would have a material adverse effect on us.

Our existing debt agreements and future debt agreements (including the indenture governing our proposed senior unsecured notes) contain cross-default provisions that may be triggered if we default under the terms of our existing or future financing agreements. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources—Our Borrowing Activities.” In the event of a default by us under one of our debt agreements, the lenders under our existing debt agreements could determine that we are in default under our other financing agreements. This could result in the acceleration of the

maturity of such debt under these agreements and the lenders thereunder may foreclose upon any collateral securing that debt, including our drilling rigs, even if we were to subsequently cure such default. In the event of such acceleration and foreclosure, we might not have sufficient funds or other assets to satisfy all of our obligations, which would have a material adverse effect on our business, results of operations and financial condition and would significantly reduce our ability, or make us unable, to pay dividends to our shareholders for so long as such default is continuing. Additionally, we are a “restricted subsidiary” under the indentures relating to Seadrill’s $1,000 million 5 5/8% Senior Notes due 2017 and $500 million 6 1/8% Senior Notes due 2020. While we are not a guarantor of the notes or a party to the indentures thereto, Seadrill has agreed to cause us to comport with the restrictions on “restricted subsidiaries” contained in the indentures. Accordingly, Seadrill may use its influence over us to restrict our ability, among other things, to incur additional debt, pay dividends or issue guarantees, if Seadrill is required to do so under the terms of the indentures for the notes. We also consolidate SFL Linus Ltd. into our financial statements as a variable interest entity (“VIE”). SFL Linus Ltd. is a subsidiary of Ship Finance that will own the West Linus. To the extent that SFL Linus Ltd. defaults under its indebtedness and is marked current in its financial statements, we would in turn mark such indebtedness current in our consolidated financial statements. The characterization of the indebtedness in our financial statements as current may adversely impact our compliance with the covenants contained in our existing and future debt agreements.

Restrictions in our debt agreements may prevent us from paying dividends to our shareholders.

The payment of principal and interest on our debt will reduce cash available for the payment of dividends to our shareholders. In addition, our current debt agreements contain provisions that, upon the occurrence of certain events, permit lenders to terminate their commitments and/or accelerate the outstanding loans and declare all amounts due and payable, which may prevent us from paying dividends to our shareholders. These events include, among others:

We expect that our future financing agreements will contain similar provisions. For more information regarding these financing agreements, see “Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources—Our Borrowing Activities.”

We are a holding company, and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments.

We are a holding company, and our subsidiaries, which are all directly and indirectly wholly-owned by us, conduct all of our operations and own all of our operating assets. As a result, our ability to satisfy our financial obligations and to pay dividends to our shareholders depends on the ability of our subsidiaries to generate profits available for distribution to us and, to the extent that they are unable to generate profits, we will be unable to pay dividends to our shareholders.

Any limitation in the availability or operation of our nine drilling rigs could have a material adverse effect on our business, results of operations and financial condition and could significantly reduce our ability to pay dividends to shareholders.

Our fleet currently consists of five harsh environment semi-submersibles, one harsh environment deepwater drillship, and three harsh environment jack-up rigs, including contracts for the construction of one harsh environment semi-submersible rig and one harsh environment jack-up rig. If any of our drilling rigs are unable to generate revenues as a result of the expiration or termination of its drilling contracts or sustained periods of downtime, our results of operations and financial condition could be materially adversely affected.

Some of our customers have the right to terminate their drilling contracts without cause upon the payment of an early termination fee. The general principle is that such early termination fee shall compensate us for lost revenues less operating expenses for the remaining contract period, however, in some cases, such payments may not fully compensate us for the loss of the drilling contract. Under certain circumstances our contracts may permit customers to terminate contracts early without the payment of any termination fees as a result of non-performance, total loss of the rigs, extended periods of downtime or impaired performance caused by equipment or operational issues, or sustained periods of downtime due to force majeure events beyond our control. During periods of challenging market conditions, we may be subject to an increased risk of our clients seeking to repudiate their contracts, including through claims of non-performance. Our customers’ ability to perform their obligations under their drilling contracts may also be negatively impacted by the prevailing uncertainty surrounding the development of the world economy and the credit markets. If a customer cancels its contract and we are unable to secure a new contract on a timely basis and on substantially similar terms, or if a contract is suspended for an extended period of time or if a contract is renegotiated on different terms, it could adversely affect our business, results of operations and financial condition and may reduce the amount of cash we have available to pay dividends to our shareholders. For more information regarding the termination provisions of our drilling contracts, see “Business—Drilling Contracts.”

We currently derive all of our revenue from four customers, and the loss of any of these customers could result in a significant loss of revenues and cash flow.

We currently derive all of our revenues and cash flow from four customers. For the nine months ended September 30, 2013, Statoil accounted for 59%, Shell accounted for 18%, ExxonMobil accounted for 11% and Total accounted for 12% of our total revenues. For the year ended December 31, 2012, Statoil accounted for 46%, Shell accounted for 17%, Total accounted for 16%, BG Norge Limited accounted for 13% and ExxonMobil accounted for 8% of our total revenues. All of our drilling contracts have fixed terms, but may be terminated early due to certain events or we may be unable to realize revenue under such contracts in the event of unanticipated developments, such as the deterioration in the general business or financial condition of a customer, resulting in its inability to meet its obligations under our contracts.

If any of our drilling contracts are terminated, we may be unable to re-deploy the drilling rig subject to such terminated contract on terms as favorable to us as our current drilling contracts. This may cause us to receive decreased revenues and cash flows than we would have otherwise earned. The loss of any customers, drilling contracts or drilling rigs, or a decline in payments under any of our drilling contracts, could have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends to our shareholders.

In addition, our drilling contracts subject us to counterparty risks. The ability of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the offshore drilling industry, prevailing prices for oil and natural gas, the overall financial condition of the counterparty, the dayrates received for specific types of drilling rigs and the level of expenses necessary to maintain drilling activities. In addition, in depressed market conditions, our customers may no longer need a drilling rig that is currently under contract or may be able to obtain a comparable drilling rig at a lower dayrate. Should a counterparty fail to honor its obligations under an agreement with us, we could sustain losses, which could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends to our shareholders.

The failure to consummate or integrate acquisitions in a timely and cost-effective manner could have an adverse effect on our financial condition and results of operations.

We believe that acquisition opportunities may arise from time to time, and any such acquisition could be significant. Any acquisition could involve the payment by us of a substantial amount of cash, the incurrence of a substantial amount of debt or the issuance of a substantial amount of equity. Certain acquisition and investment opportunities may not result in the consummation of a transaction. In addition, we may not be able to obtain acceptable terms for the required financing for any such acquisition or investment that arises. We cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of our common shares. Our future acquisitions could present a number of risks, including the risk of incorrect assumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets, the risk of failing to successfully and timely integrate the operations or management of any acquired businesses or assets and the risk of diverting management’s attention from existing operations or other priorities. We may also be subject to additional costs related to compliance with various international laws in connection with such acquisitions. If we fail to consummate and integrate our acquisitions in a timely and cost-effective manner, our financial condition, results of operations and ability to pay dividends to our shareholders could be adversely affected.

We depend on certain affiliates of Seadrill, including Seadrill Management, to assist us in operating and expanding our business.

Our ability to enter into new drilling contracts and expand our customer and supplier relationships will depend largely on our ability to leverage our relationship with Seadrill and its reputation and relationships in the offshore drilling industry. If Seadrill suffers material damage to its reputation or relationships, it may harm our ability to:

Pursuant to the Services Agreement, Seadrill Management provides us with treasury and financial advisory services, insurance placement and building supervisory services. We also receive corporate, secretarial and certain other administrative services relating to the jurisdiction of Bermuda from Frontline Management under the Services Agreement with Seadrill Management. In addition, pursuant to the Cooperation Agreement that we and Seadrill will enter into in connection with the closing of the Underwritten Public Offering, Seadrill will agree to provide us with a right of first refusal to participate in any business opportunity identified by Seadrill for drilling activities in the North Atlantic Region and we will agree to provide Seadrill with a right of first refusal to

participate in any business opportunity identified by us for drilling activities outside of the North Atlantic Region. See “Certain Relationships and Related Party Transactions—Cooperation Agreement.” Our operational success and ability to execute our growth strategy will depend significantly upon the satisfactory performance of these agreements. Our business will be harmed if Seadrill and its affiliates fail to perform satisfactorily under these agreements, if they cancel their agreements with us or if they stop providing these services to us. See “Certain Relationships and Related Party Transactions.”

In addition, during 2013 Seadrill participated in negotiations with a potential strategic partner to reduce its shareholding in us to a minority interest. If Seadrill were to reduce its ownership in us to a minority interest, we can provide no assurance that Seadrill would continue to provide support and management services to us, and we can provide no assurance that we would be able to replace Seadrill’s support and services with the support and services of a third party that would be of the same quality or at the same cost. On October 11, 2013, Seadrill announced that it had decided to put these discussions on hold.

Newbuilding projects are subject to risks that could cause delays or cost overruns.

We have entered into a construction contract with Jurong for one harsh environment jack-up rig, the West Linus, with corresponding contractual commitments, including project management, operation preparations and variation orders, totaling $530 million of which we have paid $142 million as of September 30, 2013. We have also entered into a construction contract for one sixth generation harsh environment semi-submersible, the West Rigel, with corresponding contractual commitments, including project management, operation preparations, and variation orders, totaling $720 million of which we have paid $135 million as of September 30, 2013. The estimated remaining project costs of $388 million for the construction of the West Linus will be financed through cash we expect to receive from Ship Finance in connection with the combined sale and leaseback of the rig, which closed in June 2013. Ship Finance has secured financing for the purchase price of the West Linus through a combination of cash and debt. We plan to finance the estimated remaining project costs for the construction of the West Rigel in the amount of $585 million with cash flows from operations, borrowings under new credit facilities, and the net proceeds from securities offered in the public and private debt capital markets. Our entry into new credit facilities and access to the public and private debt capital markets are subject to significant conditions, including without limitation, the negotiation and execution of definitive documentation, as well as credit and debt market conditions, and we cannot assure you that we will be able to obtain such financing on terms acceptable to us or at all.

In addition, newbuilding construction projects are subject to risks of delay or cost overruns inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, unanticipated cost increases between order and delivery, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions or any other events of force majeure. Significant cost overruns or delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that rig. We have not yet secured a drilling contract for the West Rigel and failure to secure a drilling contract could adversely affect our financial position. New drilling rigs may experience start-up difficulties following delivery or other unexpected operational problems that could result in uncompensated downtime, which also could adversely affect our financial position, results of operations and cash flows or the cancellation or termination of drilling contracts.

Our drilling contracts may not permit us to fully recoup our cost increases in the event of a rise in expenses.

Our drilling contracts have dayrates that are fixed over the contract term. In order to mitigate the effects of inflation on revenues from these term contracts, all of our drilling contracts include escalation provisions. These

provisions allow us to adjust the dayrates based on certain published indices. These indices are designed to recompense us for certain cost increases, including wages, insurance and maintenance costs. However, actual cost increases may result from events or conditions that do not cause correlative changes to the applicable indices. Furthermore, certain indices are updated semi-annually, and therefore may be outdated at the time of adjustment. In addition, the adjustments are normally performed on a semi-annual or annual basis. For these reasons, the timing and amount received as a result of the adjustments may differ from the timing and amount of expenditures associated with actual cost increases, which could adversely affect our cash flow and ability to pay dividends to our shareholders.

An increase in operating and maintenance costs could materially and adversely affect our financial performance.

Our operating expenses and maintenance costs depend on a variety of factors including crew costs, provisions, equipment, insurance, maintenance and repairs and shipyard costs, many of which are beyond our control and affect the entire offshore drilling industry. During periods after which a rig becomes idle, we may decide to “warm stack” the rig, which means the rig is kept fully operational and ready for redeployment, and maintains most of its crew. As a result, our operating expenses during a warm stacking will not be substantially different than those we would incur if the rig remained active. We may also decide to “cold stack” the rig, which the means the rig is stored in a harbor, shipyard or a designated offshore area, and the crew is assigned to an active rig or dismissed. However, reductions in costs following the decision to cold stack a rig may not be immediate, as a portion of the crew may be required to prepare the rig for such storage. Moreover, as our drilling rigs are mobilized from one geographic location to another, the labor and other operating and maintenance costs can vary significantly. Operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues. Operating revenues may fluctuate as a function of changes in supply of offshore drilling rigs and demand for contract drilling services, which in turn, affect dayrates, and the economic utilization and performance of our fleet of drilling rigs. However, operating costs are generally related to the number of drilling rigs in operation and the cost level in each country or region where such drilling rigs are located. In addition, equipment maintenance costs fluctuate depending upon the type of activity that the drilling rig is performing and the age and condition of the equipment. Escalation provisions contained in our drilling contracts may not be adequate to substantially mitigate these increased operating and maintenance costs. In connection with new assignments, we might incur expenses relating to preparation for operations under a new contract. The expenses may vary based on the scope and length of such required preparations and the duration of the contractual period over which such expenditures are amortized. In situations where our drilling rigs incur idle time between assignments, the opportunity to reduce the size of our crews on those drilling rigs is limited as the crews will be engaged in preparing the drilling rig for its next contract. When a drilling rig faces longer idle periods, reductions in costs may not be immediate as some of the crew may be required to prepare drilling rigs for stacking and maintenance in the stacking period. Should drilling rigs be idle for a longer period, we may not be successful in redeploying crew members, who are not required to maintain the drilling rigs, and therefore may not be successful in reducing our costs in such cases.

We may not be able to renew or obtain new and favorable contracts for drilling rigs whose contracts are expiring or are terminated, which could adversely affect our revenues and profitability.

Our ability to renew expiring contracts or obtain new contracts will depend on the prevailing market conditions at the time. If we are not able to obtain new contracts in direct continuation with existing contracts, or if new contracts are entered into at dayrates substantially below the existing dayrates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected.

The offshore drilling markets in which we compete experience fluctuations in the demand for drilling services, as measured by the level of exploration and development expenditures and supply of capable drilling equipment. The existing drilling contracts for our drilling rigs currently employed are scheduled to expire from August 2014 to April 2019. Upon the expiration or termination of their current contracts, we may not be able to obtain contracts for our drilling rigs currently employed and there may be a gap in employment of the rigs

between current contracts and subsequent contracts. In particular, if oil and natural gas prices are low, or it is expected that such prices will decrease in the future, at a time when we are seeking to arrange contracts for our drilling rigs, we may not be able to obtain drilling contracts at attractive dayrates or at all.

If the dayrates which we receive for the reemployment of our current drilling rigs are less favorable, we will recognize less revenue from their operations. Our ability to meet our cash flow obligations will depend on our ability to consistently secure drilling contracts for our drilling rigs at sufficiently high dayrates. We cannot predict the future level of demand for our services or future conditions in the oil and gas industry. If oil and gas companies do not continue to increase exploration, development and production expenditures, we may have difficulty securing drilling contracts, or we may be forced to enter into contracts at unattractive dayrates, which would adversely affect our ability to pay dividends to our shareholders.

Our future contracted revenue for our fleet of drilling rigs may not be ultimately realized.

As of September 30, 2013, the future contracted revenue for our fleet of drilling rigs, or contract drilling backlog, was approximately $2.9 billion under firm commitments. We may not be able to perform under these contracts due to events beyond our control, and our customers may seek to cancel or renegotiate our contracts for various reasons, including those described under “—Certain work stoppages or maintenance or repair work may cause our customers to suspend or reduce payment of dayrates until operation of the respective drilling rig is resumed, which may lead to termination or renegotiation of the drilling contract.” Our inability, or the inability of our customers, to perform under the respective contractual obligations may have a material adverse effect on our financial position, results of operations and cash flows.

Competition within the offshore drilling industry may adversely affect us.

The offshore drilling industry is highly competitive and fragmented and includes several large companies, including Seadrill, that may compete in the markets we serve, as well as smaller companies. Offshore drilling contracts are generally awarded on a competitive bid basis or through privately negotiated transactions. In determining which qualified drilling contractor is awarded a contract, the key factors are pricing, rig availability, rig location, condition and integrity of equipment, its record of operating efficiency, including high operating uptime, technical specifications, safety performance record, crew experience, reputation, industry standing and client relations. Our operations may be adversely affected if our current competitors or new market entrants introduce new drilling rigs with better features, performance, price or other characteristics in comparison to our drilling rigs, or expand into service areas where we operate. In addition, mergers among oil and natural gas exploration and production companies have reduced, and may from time to time further reduce, the number of available customers, which would increase the ability of potential customers to achieve pricing terms favorable to them. Competitive pressures or other factors may also result in significant price competition, particularly during industry downturns, which could have a material adverse effect on our financial position, results of operations, cash flows and ability to pay dividends to our shareholders.

Currently, we operate exclusively offshore Norway and the United Kingdom, which have fields that are considered in the industry to be “mature” and as a result, overall activity may decline faster than anticipated.

Currently, we operate exclusively offshore Norway and the United Kingdom, and have secured only one contract for future operations outside those countries. Norway and the United Kingdom have fields that are considered in the industry to be “mature” and as a result, the overall activity in such fields may decline faster than anticipated. There are increased costs associated with retiring old North Sea oil and gas installations, which may threaten to slow the development of the region’s remaining resources. We will rely on work for our drilling rigs being available in Norway or in the United Kingdom, or alternatively, expand our area of operations, to be able to secure new contracts for our drilling rigs when the existing drilling contracts expire.

Our future growth depends on the level of oil and gas activity in the North Atlantic Region and our ability to operate outside of Norway and the United Kingdom.

Our future growth will depend significantly on the future level of oil and gas activity in the North Atlantic Region and our ability to expand into North Atlantic Region markets outside of Norway and the United Kingdom. Currently, we have only one contract for future work outside those countries, in Russia, which is expected to commence operations in the third quarter of 2014. Expansion of our business outside these two markets depends on our ability to operate in other areas of the North Atlantic Region. Any such expansion may be adversely affected by local regulations requiring us to award contracts to local operators and the number and location of new drilling concessions granted by foreign governments. Restrictions or requirements that may be imposed in the countries in which we operate could have a material adverse effect on our financial position, results of operations or cash flows. If we are unable to expand our operations within the geographic area where we currently operate, or gain contracts in the North Atlantic Region markets outside of Norway and the United Kingdom, our future business, financial condition and results of operations may be adversely affected, and our operations may not grow.

In order to execute our growth plan, we may require additional capital in the future, which may not be available to us.

Our business is capital intensive and, to the extent we do not generate sufficient cash from operations, we may need to raise additional funds through public or private debt or equity financings to grow our business and to fund capital expenditures. Adequate sources of capital funding may not be available when needed or may not be available on favorable terms. If we raise additional funds by issuing additional equity securities, dilution to the holdings of existing shareholders may result. In addition, although Seadrill has historically provided us with significant financial resources, Seadrill may diminish or cease providing such financial resources in the future. If funding is insufficient at any time in the future, we may be unable to fund maintenance requirements and acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could adversely impact on our financial condition and results of operations.

Fluctuations in exchange rates and non-convertibility of currencies could result in losses to us.

As a result of our international operations, we are exposed to fluctuations in foreign exchange rates due to parts of our revenues being received and operating expenses paid in currencies other than U.S. dollars. Currently, such currencies include the Norwegian Kroner and the Pound Sterling. Accordingly, we may experience currency exchange losses if we have not fully hedged our exposure to a foreign currency. See “Risk Management and Financial Instruments” under Note 19 to our unaudited consolidated financial interim statements and Note 24 to our consolidated and combined consolidated carve-out financial statements for the years ended December 31, 2012 and 2011, respectively, for details of our financial instruments. Certain countries where we do not currently operate, such as Nigeria and Russia, have placed certain controls over currency exchange and the repatriation of income or capital. To the extent similar laws are enacted in the countries where we operate, we may be unable to collect revenues earned in such countries.

In order to finance our growth we have incurred significant amounts of debt. With the exception of the outstanding $500 million 7.75% unsecured bonds due 2018, our debt arrangements have floating interest rates. As such, significant movements in interest rates could have an adverse effect on our earnings and cash flow. In order to manage our exposure to interest rate fluctuations, we use interest rate swaps to effectively fix a part of our floating rate debt obligations. The principal amount covered by interest rate swaps is evaluated continuously and determined based on our debt level, our expectations regarding future interest rates, our contract backlog and our overall financial risk exposure. As of September 30, 2013, our net effective exposure to interest rate fluctuations on our outstanding debt was $774.2 million, and an increase or decrease in short-term interest rates of one percentage point would increase or decrease our net effective interest expense by approximately $7.7 million on an annual basis. For more information regarding our debt arrangements, see “Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Borrowing Activities” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Quantitative and Qualitative Disclosures About Market Risk.”

If our drilling rigs fail to maintain their class certification or fail any required survey, that drilling rig would be unable to operate, thereby reducing our revenues and profitability.

Every offshore drilling rig is a registered marine vessel and must be “classed” by a classification society. The classification society certifies that the drilling rig is “in-class,” signifying that such drilling rig has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the drilling rig’s country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned. Our drilling rigs are certified as being “in class” by Det Norske Veritas, or DNV, and the relevant national authorities in the countries where our drilling rigs operate. If any drilling rig does not maintain its class and/or fails any periodical survey or special survey, the drilling rig will be unable to carry on operations and will be unemployable and uninsurable, which could cause us to be in violation of certain covenants in our credit facilities. Any such inability to carry on operations or be employed, could have a material adverse impact on our financial condition, results of operations, and ability to pay dividends to our shareholders.

Certain work stoppages or maintenance or repair work may cause our customers to suspend or reduce payment of dayrates until operation of the respective drilling rig is resumed, which may lead to termination or renegotiation of the drilling contract.

Compensation under our drilling contracts is based on daily performance and/or availability of each drilling rig in accordance with the requirements specified in the applicable drilling contract. For instance, when our drilling rigs are idle, but available for operation, our customers are generally entitled to pay a waiting rate lower than the operational rate.

In addition, if our drilling rigs are taken out of service for maintenance and repair for a period of time exceeding the scheduled maintenance periods set forth in our drilling contracts, we will not be entitled to payment of dayrates until the relevant rig is available for deployment. If the interruption of operations were to exceed a determined period due to an event of force majeure, our customers have the right to pay a rate (the “force majeure rate”) that is normally significantly lower than the waiting rate for a period of time, and, thereafter, may terminate the drilling contracts related to the subject rig. For more details on our drilling contracts, see “Business—Drilling Contracts” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations.” Suspension of drilling

contract payments, prolonged payment of reduced rates or termination of any drilling contract agreements as a result of an interruption of operations as described herein could materially adversely affect our financial condition, results of operations and ability to pay dividends to our shareholders.

Failure to obtain or retain highly skilled personnel could adversely affect our operations.

We require highly skilled personnel to operate and provide technical services and support for our business. Competition for skilled and other labor required for our drilling operations has increased in recent years as the number of drilling rigs activated or added to worldwide fleets has increased. If this expansion continues and is coupled with improved demand for drilling services in general, shortages of qualified personnel could further create and intensify upward pressure on wages and make it more difficult for us to staff and service our drilling rigs. Such developments could adversely affect our financial results and cash flow. Furthermore, as a result of any increased competition for people and risk for higher turnover, we may experience a reduction in the experience level of our personnel, which could lead to higher downtime and more operating incidents.

Our labor costs and the operating restrictions that apply to us could increase as a result of collective bargaining negotiations and changes in labor laws and regulations.

The majority of our employees are represented by collective bargaining agreements, mainly in Norway and the U.K. As part of the legal obligations, we are required to contribute certain amounts to retirement funds and pension plans and are restricted in our ability to dismiss employees. In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance.

Failure to comply with the United States Foreign Corrupt Practices Act or the UK Bribery Act could result in fines, criminal penalties, drilling contract terminations and an adverse effect on our business.

While we operate our drilling rigs offshore Norway and the United Kingdom, the existence of state or government owned shipbuilding, oil and gas or offshore drilling enterprises may put us in contact with persons who may be considered “foreign officials” under the FCPA. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA and the UK Bribery Act. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

Acts of terrorism, piracy and political and social unrest could affect the markets for drilling services, which may have a material adverse effect on our results of operations.

Acts of terrorism, piracy and political and social unrest, brought about by world political events or otherwise, have caused instability in the world’s financial and insurance markets in the past and may occur in the future. Such acts could be directed against companies such as ours or our customers. Our drilling operations could also be targeted by acts of piracy. In addition, acts of terrorism and social unrest could lead to increased volatility in prices for crude oil and natural gas and could affect the markets for drilling services and result in lower daily rates. Insurance premiums could increase and coverage may be unavailable in the future. Increased insurance costs or increased cost of compliance with applicable regulations may have a material adverse effect on our results of operations.

A change in tax laws of any country in which we operate could result in a higher tax expense or a higher effective tax rate on our earnings.

We conduct our operations through various subsidiaries in various countries. Tax laws, regulations and treaties are highly complex and subject to interpretation. Consequently, we may be subject to changing tax laws, regulations and treaties in and between countries in which we operate. Our income tax expense is based upon our interpretation of the tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws, regulations or treaties, or in the interpretation thereof, or in the valuation of our deferred tax assets, which such events are beyond our control, may result in a materially higher tax expense or a higher effective tax rate on our earnings.

A loss of a major tax dispute or a successful tax challenge to our operating structure, intercompany pricing policies or the taxable presence of our subsidiaries in certain countries could result in a higher tax rate on our earnings, which could result in a significant negative impact on our earnings and cash flows from operations.

Our income tax returns are subject to review and examination. We do not recognize the benefit of income tax positions we believe are more likely than not to be disallowed upon challenge by a tax authority. If any tax authority successfully challenges our operational structure, intercompany pricing policies or the taxable presence of our subsidiaries in certain countries; or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure; or if we lose a material tax dispute in any country, our effective tax rate on earnings could increase substantially and our earnings and cash flows from operations could be materially adversely affected.

We may be classified as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. holders of our common shares.

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for United States federal income tax purposes if either (1) at least 75 percent of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50 percent of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business but does not include income derived from the performance of services.

Based on the current and anticipated valuation of our assets, including goodwill, and composition of our income and assets, we intend to take the position that, and our counsel Seward & Kissel LLP is of the opinion that, we will not be treated as a PFIC for U.S. federal income tax purposes for our current taxable year or in the foreseeable future. This opinion is based and its accuracy is conditioned on representations, valuations and projections provided by us regarding our assets and income to our counsel. While we believe these representations, valuations and projections to be accurate, such representations, valuations and projections may not continue to be accurate. Moreover, we have not sought, and we do not expect to seek, a ruling from the Internal Revenue Service, or IRS, on this matter. As a result, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, the nature of our operations may change in the future, and if so, we may not be able to avoid PFIC status in the future.

If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. holders of our common shares will face adverse U.S. tax consequences. Under the PFIC rules, unless those holders make an election available under the Internal Revenue Code of 1986, as amended, (which election could itself have adverse consequences for such holders, such holders would be liable to pay United States federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common shares.

We depend on directors who are associated with affiliated companies, which may create conflicts of interest.

Our principal shareholder is Seadrill. Mr. John Fredriksen, Mrs. Kate Blankenship, and Mr. Paul M. Leand, three of our directors, are also directors of Seadrill and all of our directors serve as directors of other related companies. All of our directors owe fiduciary duties to both us and other related parties, and may have conflicts of interest in matters involving or affecting us and our customers. In addition, they may have conflicts of interest when faced with decisions that could have different implications for Seadrill or other related parties than they do for our company. Such potential conflicts of interest may not be resolved in our favor.

Certain of our officers face conflicts in the allocation of their time to our business.

We rely on certain current and former executive officers of Seadrill, who are employed through North Atlantic Management and Seadrill Management to perform services for our benefit and who are responsible for our day-to-day management, subject to the direction and oversight of our board of directors. Certain executive officers are not required to work full-time on our affairs and also perform services for other companies within the Seadrill Group. These other companies conduct substantial businesses and activities of their own in which we have no economic interest. As a result, there could be material competition for the time and effort of our officers who also provide services to other companies within the Seadrill Group, which could have a material adverse effect on our business, results of operations and financial condition. See “Management.”

Pursuant to the Cooperation Agreement that we and Seadrill will enter into in connection with the closing of the Underwritten Public Offering, Seadrill will agree to provide us with a right of first refusal to participate in any business opportunity identified by Seadrill for drilling activities in the North Atlantic Region and we will agree to provide Seadrill with a right of first refusal to participate in any business opportunity identified by us for drilling activities outside of the North Atlantic Region. The Cooperation Agreement, however, contains significant exceptions that may allow Seadrill or any of its affiliates to compete with us, and in certain cases Seadrill has provided Seadrill Partners LLC with the right to purchase any drilling rig in Seadrill’s fleet in the event that any such rig enters into a contract with a term of five years or more, which could restrict our growth prospects. See “Certain Relationships and Related Party Transactions—Cooperation Agreement.”

There is currently no market for our common shares in the United States and a market for our common shares may not develop, which could adversely affect the liquidity and price of our common shares.

Our common shares currently trade in the Norwegian OTC market and there is currently no established trading market for our common stock in the United States. The Exchange Shares are new securities with no established trading market. Shareholders therefore have limited access to information about prior market history on which to base their investment decision.

If an active trading market for the Exchange Shares does not develop, this will affect the ability of our shareholders to sell their Exchange Shares and the price that our shareholders may obtain for their Exchange Shares.

Even if an active trading market develops, the market value for our common stock may be highly volatile and could be subject to wide fluctuations after the Exchange Offer. Some of the factors that could negatively affect our share price include:

If we do not become publicly-listed, this could adversely affect the value of our common shares and our access to the capital markets may be limited.

There is no guarantee that a liquid market for our common stock will develop if we complete the Exchange Offer. We have applied to have our common stock listed on the New York Stock Exchange; however, the New York Stock Exchange has initial listing criteria, including criteria related to minimum bid price, public float, market makers, minimum number of round lot holders (shareholders who own 100 or more shares) and board independence requirements. We currently do not meet the initial listing criteria for a minimum number of round lot holders nor will we as a result of the Exchange Offer and therefore we will need to engage in a transaction, such as the Underwritten Public Offering, to meet this requirement. We cannot assure you that the Underwritten Public Offering be completed or that our common shares will be approved for listing on the New York Stock Exchange. Our inability to list our common stock on the New York Stock Exchange, or another national securities exchange, could affect the ability of our shareholders to sell their shares of common stock and, consequently, adversely affect the value of such shares. In such case, our shareholders would find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common shares. In addition, we would have more difficulty attracting coverage by market research analysts. Further, if we are unable to have our shares listed with a stock exchange, our access to capital markets may be limited and we may have to rely on funding from private sources. Limited access to the capital markets could impair our ability to finance our operations and any potential acquisitions and could have a material adverse effect on our business, operating results and financial condition.

Your failure to tender your Original Shares in the Exchange Offer may affect their marketability.

If you do not exchange your Original Shares for Exchange Shares in the Exchange Offer, you will continue to be subject to the existing restrictions on transfers of the Original Shares. After we complete the Exchange Offer, if you continue to hold Original Shares and you seek to liquidate your investment, you will have to rely on an exemption from the registration requirements under applicable securities laws, including the Securities Act, regarding any sale or other disposition of the Original Shares unless and until the Original Shares are registered for resale.

The market price of the common shares has fluctuated since the listing on the Norwegian OTC List in February 2011 and may continue to fluctuate significantly in response to many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, economic and regulatory trends, general market conditions, rumors and other factors, many of which are beyond our control. Since February 24, 2011, the market price for our common shares, as reported by the Norwegian over-the-counter system, has varied between NOK 60 (approximately $10.75) and NOK 37.25 (approximately $6.85).

In addition, following the completion of the Exchange Offer, an additional of our common shares may be available for trading in the U.S. markets. An adverse development in the market price for our common shares could negatively affect our ability to issue new equity to fund our activities.

Following the completion of this offering and our concurrent Underwritten Public Offering, Seadrill will continue to control a substantial ownership stake in us and Seadrill’s interests could conflict with interest of our other shareholders.

Following the completion of this offering and our concurrent Underwritten Public Offering, Seadrill will own approximately % of our outstanding common shares. As a result of this substantial ownership interest, Seadrill currently has the ability to exert significant influence over certain actions requiring shareholders’ approval, including, increasing or decreasing the authorized share capital, the election of directors, declaration of dividends, the appointment of management, and other policy decisions. While transactions with Seadrill could benefit us, the interests of Seadrill could at times conflict with the interests of our other shareholders. Conflicts of interest may arise between us and Seadrill or its affiliates, which may result in the conclusion of transactions on terms not determined by market forces. Any such conflicts of interest could adversely affect our business, financial condition and results of operations, and the trading price of our common shares.

During 2013, Seadrill participated in negotiations with a potential strategic partner to reduce its shareholding in us to a minority interest. While those discussions are on hold, we can provide no assurance that Seadrill will not reinitiate those discussions, or negotiate another transaction to reduce its ownership in us. If Seadrill were to reduce its ownership in us to a minority interest, we can provide no assurance that Seadrill would continue to provide support or management services to us, and we can provide no assurance that we would be able to replace Seadrill’s support and services with the support and services of a third party that would be of the same quality or at the same cost.

We are incorporated in Bermuda and it may not be possible for our investors to enforce U.S. judgments against us.

We are incorporated in Bermuda and substantially all of our assets are located outside the U.S. In addition, all of our directors and all but one of our executive officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us or our directors and executive officers, or to enforce a judgment against us for civil liabilities in U.S. courts.

In addition, you should not assume that courts in the countries in which we are incorporated or where our assets are located would enforce judgments of U.S. courts obtained in actions against us based upon the civil liability provisions of applicable U.S. federal and state securities laws or would enforce, in original actions, liabilities against us based on those laws.

Because we are a foreign corporation, you may not have the same rights that a shareholder in a U.S. corporation may have.

We are a Bermuda exempted company. Our memorandum of association and bye-laws and the Companies Act, 1981 of Bermuda, or the Companies Act, govern our affairs. The Companies Act does not as clearly establish your rights and the fiduciary responsibilities of our directors as do statutes and judicial precedent in some U.S. jurisdictions. Therefore, you may have more difficulty in protecting your interests as a shareholder in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction. There is a statutory remedy under Section 111 of the Companies Act which provides that a shareholder may seek redress in the courts as long as such shareholder can

establish that our affairs are being conducted, or have been conducted, in a manner oppressive or prejudicial to the interests of some part of the shareholders, including such shareholder. However, you may not have the same rights that a shareholder in a U.S. corporation may have.

We are eligible for reduced disclosure requirements applicable to emerging growth companies through the effectiveness of the registration statement of which this prospectus forms a part and we cannot be certain if such reduced disclosure requirements will make our common shares less attractive to investors.

We were an “emerging growth company,” as defined in the JOBS Act, at the time we publicly filed our initial registration statement with the SEC, and although we no longer qualify as an emerging growth company, we are eligible for reduced disclosure requirements applicable to emerging growth companies through the effectiveness of the registration statement of which this prospectus forms a part, which permits us to present only two years of audited financial statements and only two years of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus. We cannot predict if investors will find our common shares less attractive because we have relied on the exemption that permits such reduced disclosure. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile. See “Summary—Reduced Disclosure Requirements.”

Our costs of operating as a public company will be significant, and our management will be required to devote substantial time to complying with public company regulations.

Upon completion of the Underwritten Public Offering, we will be a public company, and as such, we will have significant legal, accounting and other expenses in addition to our initial registration and listing expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, as well as rules subsequently implemented by the SEC and the New York Stock Exchange, have imposed various requirements on public companies, including changes in corporate governance practices, and these requirements may continue to evolve. We and our management personnel, and other personnel, if any, will need to devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly.

Sarbanes-Oxley requires, among other things, that we maintain and periodically evaluate our internal control over financial reporting and disclosure controls and procedures. In particular, we need to perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of Sarbanes-Oxley. Our compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts.

This prospectus contains forward-looking statements that involve risks and uncertainties. Where any forward-looking statement includes a statement about the assumptions or bases underlying the forward-looking statement, we caution that, while we believe these assumptions or bases to be reasonable and made in good faith, assumed facts or bases almost always vary from the actual results, and the differences between assumed facts or bases and actual results can be material, depending upon the circumstances. Where, in any forward-looking statement, our management expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and is believed to have a reasonable basis. We cannot assure you, however, that the statement of expectation or belief will result or be achieved or accomplished. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to assumptions. Forward-looking statements involve risks and uncertainties that may cause actual future activities and results of operations to be materially different from those suggested or described in this prospectus. These risks include the risks that are identified in the “Risk Factors” section of this prospectus, and also include, among others, risks associated with the following:

Any forward-looking statements contained in this prospectus should not be relied upon as predictions of future events. No assurance can be given that the expectations expressed in these forward-looking statements will prove to be correct. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations proves to be inaccurate or is not realized. You should thoroughly read this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. Some important factors that could cause actual results to differ materially from those in the forward-looking statements are, in certain instances, included with such forward-looking statements and in “Risk Factors” in this prospectus. Additionally, new risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all 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. We qualify all of the forward-looking statements by these cautionary statements.

Readers are cautioned not to place undue reliance on the forward-looking statements contained in this prospectus, which represent the best judgment of our management. Such statements, estimates and projections reflect various assumptions made by us concerning anticipated results, which are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond our control and which may or may not prove to be correct. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

We will not receive any proceeds from the Exchange Offer. In exchange for issuing Exchange Shares as contemplated in this prospectus, you will receive Original Shares which are identical to the Exchange Shares except that the Exchange Shares are registered under the Securities Act, and, therefore, will not bear legends restricting their transfer. The Original Shares surrendered in exchange for Exchange Shares will be cancelled.

There have been no significant adjustments to our capitalization since September 30, 2013, as so adjusted. The information set forth in the table assumes no exercise of the underwriters’ over-allotment option. You should read this capitalization table together with the section of this prospectus entitled “Selected Consolidated and Combined Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes appearing elsewhere in this prospectus.

Our common shares have traded on the Norwegian OTC List since February 24, 2011, the closing of our 2011 Private Placement, under the symbol “NADL.” The closing price of our common shares on the Norwegian OTC was NOK57.50 per share on December 30, 2013, which was equivalent to approximately $9.47 per share based on the Bloomberg Composite Rate of NOK6.07 to $1.00 in effect on that date.

We have applied to have our common shares listed for trading on the New York Stock Exchange under the symbol “NADL.”

The following tables set forth the high and low prices and the average daily trading volume for our common shares as reported on the Norwegian OTC List for the periods listed below. Share prices are presented in U.S. dollars per common share based on the Bloomberg Composite Rate on each day of measurement. On December 30, 2013, the exchange rate between the Norwegian Kroner and the US. dollar was NOK6.07 to one US. Dollar based on the Bloomberg Composite Rate in effect on that date.

Under our Bye-laws, our board of directors may declare cash dividends or distributions out of retained earnings and contributed surplus and may also pay a fixed cash dividend biannually or on other dates. Our board of directors’ objective is to generate competitive returns for our shareholders. Any dividends declared will be in the sole discretion of the board of directors and will depend upon earnings, restrictions in our debt agreements described later in this prospectus, market prospects, current capital expenditure programs and investment opportunities, the provisions of Bermuda law affecting the payment of distributions to shareholders and other factors. Under Bermuda law, the board of directors has no discretion to declare or pay a dividend if there are reasonable grounds for believing that (a) the Company is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the Company’s assets would thereby be less than its liabilities.

In addition, since we are a holding company with no material assets other than the shares of our subsidiaries through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries’ distributing to us their earnings and cash flows.

We have paid the following dividends per share since our inception in the first quarter of 2011 in respect of the periods set forth below:

The following table presents, in each case for the periods and as of the dates indicated, historical selected consolidated and combined carve-out financial and other data. The summary consolidated financial data as of and for the nine months ended September 30, 2013 and 2012 have been derived from the unaudited interim consolidated financial statements and related notes thereto included herein, and the consolidated and combined financial data as of and for the for the year ended December 31, 2012 and 2011 have been derived from the audited consolidated and audited combined consolidated carve-out financial statements and related notes thereto included herein.

The following financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the unaudited interim consolidated financial statements and related notes thereto, the audited consolidated financial statements and audited combined consolidated carve-out financial statements and related notes thereto included elsewhere in this prospectus. Our financial position, results of operations and cash flows could differ from those that would have resulted if we operated autonomously or as an entity independent of Seadrill in the periods for which historical financial data are presented on a combined, consolidated carve-out basis below, and such data may not be indicative of our future operating results or financial performance.

The following discussion and analysis should be read in conjunction with the “Selected Consolidated and Combined Financial and Other Data” and the accompanying financial statements and related notes included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. See “Risk Factors” and “Forward-Looking Statements.” In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. References in this prospectus to common shares are adjusted to reflect the consolidation of our common shares through a one-for-five reverse stock split, which our board of directors made effective as of November 19, 2012.

We were formed on February 10, 2011, by Seadrill as a new offshore drilling subsidiary focused on operations in the North Atlantic Region, which includes only the territorial waters and outer continental shelf jurisdiction of Norway, the United Kingdom, Ireland, Denmark, the Netherlands, the east coast of Greenland, Russia (west of the island of Diksonskiy), and all countries within the Baltic Sea and the Gulf of Bothnia. Our drilling rigs are under long-term contracts with major oil companies such as Statoil, ConocoPhillips, Shell, Total and ExxonMobil, and independent oil companies, such as Centrica, with an average remaining term of approximately 2.5 years as of September 30, 2013. While we currently operate exclusively offshore Norway and the United Kingdom, we intend to grow our position in the North Atlantic Region by continuing to provide excellent service to our customers with our modern, technologically advanced harsh environment fleet, together with our approximately 1,632 experienced and skilled employees. We also intend to leverage the relationships, expertise and reputation of Seadrill to re-contract our fleet under long-term contracts and to identify opportunities to expand our fleet through newbuildings and selective acquisitions. Seadrill is one of the world’s largest international offshore drilling contractors, and we believe that Seadrill, which will own approximately % of our outstanding common shares following completion of this offering and our concurrent Underwritten Public Offering, will be motivated to facilitate our growth because of its significant ownership interest in us.

Our fleet of nine harsh environment offshore drilling rigs consists of four semi-submersibles, one ultra-deepwater drillship, two jack-up rigs, and contracts for the construction of two additional drilling rigs, the West Linus, a jack-up rig with a maximum water depth of 450 feet, and the West Rigel, a sixth generation semi-submersible rig with maximum water depth of 10,000 feet. The West Linus is scheduled to be delivered to us in January 2014, and the West Rigel is scheduled to be delivered to us in the second quarter of 2015. In June 2013, we entered into a combined sale and leaseback arrangement pursuant to which we sold all of the shares of North Atlantic Linus Ltd., our wholly-owned subsidiary that has the contract for the construction of the West Linus, to Ship Finance, a related party. The West Linus is currently under construction at Jurong, and upon its scheduled delivery in January 2014, the drilling rig will be chartered back to us on a bareboat charter for a period of 15 years from commencement of its operations. In accordance with U.S. GAAP, we will continue to consolidate SFL Linus Ltd. (formerly named North Atlantic Linus Ltd.), which is the Ship Finance subsidiary that will own the rig, in our consolidated financial statements. See “Certain Relationships and Related Party Transactions—Sale and Leaseback Agreement with Ship Finance.”

private debt capital markets are subject to significant conditions, including without limitation, the negotiation and execution of definitive documentation, as well as credit and debt market conditions, and we cannot assure you that we will be able to obtain such financing on terms acceptable to us or at all. The Underwritten Public Offering and the Exchange Offer are not contingent upon our entry into new credit facilities or our accessing other sources of debt. See “Risk Factors” beginning on page 21 for a more complete discussion of risks and uncertainties that should be considered before exchanging your common shares.

The following table sets forth certain information regarding our drilling rigs as of the date of this prospectus:

We believe that recent oil and gas discoveries together with declining rates for existing fields will increase demand for additional drilling capacity in the Norwegian market as well as the wider North Atlantic Region. A

significant percentage of the drilling rigs currently operating offshore Norway were built in the 1970s, and, with an economic lifespan of approximately 30 years, will need to be replaced with newer rigs over the next several years. In addition, growth in the harsh environment drilling market is also supported by oil and gas discoveries in the Barents Sea, the North Sea and offshore Arctic Russia. Oil companies continue to show interest for additional drilling rigs and ultra-large, high specification harsh environment jack-ups, similar to the West Elara and the West Linus, that satisfy more stringent drilling requirements and simultaneously host production equipment. However, this is a relatively small and specialized market. The Northern Atlantic area harsh environment drilling market is fragmented with several offshore drilling companies and a small number of drilling rigs. In Norway, no offshore drilling company has more than seven rigs in operation.

On February 17, 2011, we entered into an agreement with Seadrill to acquire six harsh environment drilling rigs, including all relevant contracts, spares, stores and offshore personnel related to the rigs, which we refer to as the North Atlantic Restructuring. The North Atlantic Restructuring closed on March 31, 2011, and our business is a direct continuation of the North Atlantic business of our parent, Seadrill. We did not engage in any business or other activities prior to the North Atlantic Restructuring except in connection with our formation. The North Atlantic Restructuring was limited to entities that were under the control of Seadrill and its affiliates, and, as such, the North Atlantic Restructuring was accounted for as a transaction between entities under common control. As a result, prior to April 1, 2011, our results of operations, cash flows, and balance sheet have been carved out of the consolidated financial statements of Seadrill and therefore presented on a combined consolidated carve-out basis in our financial statements. The combined consolidated entities’ historical financial statements include assets, liabilities, revenues, expenses and cash flows directly attributable to drilling rigs transferred to us from Seadrill. The consolidated and combined financial information has been prepared in accordance with U.S. GAAP, and are in U.S. dollars. References to the “combined consolidated entities” or to the “NADL Businesses” are to the subsidiaries of Seadrill that had interests in the drilling rigs in our initial fleet prior to April 1, 2011.

Combined Consolidated Carve-out Financial Statements and Consolidated Financial Statements

Prior to April 1, 2011, the results of operations, cash flows, and balance sheet have been carved out of the consolidated financial statements of Seadrill and are therefore presented on a combined consolidated carve-out basis. The NADL Businesses’ historical financial statements include the assets, liabilities, revenues, expenses and cash flows directly attributable to the NADL Businesses’ rig-owning and operating subsidiaries transferred to us, which are listed in Note 5 to the combined consolidated carve-out financial statements.

The combined consolidated carve-out financial statements include allocations of expenses from Seadrill and reflect assumptions and allocations of expenses incurred by Seadrill. Management believes the assumptions and allocations have been determined on a basis that we and Seadrill consider to be a reasonable reflection of the utilization of services provided or the benefit received by the NADL Businesses during the periods presented. The actual basis of allocation for each item is as follows:

Seadrill uses a centralized cash management system. Whether cash settled for the periods presented, all allocated costs and expenses have been deemed to have been paid by the NADL Businesses to Seadrill in the year in which the costs were incurred.

The financial position, results of operations and cash flows of the NADL Businesses may differ from those that would have been achieved had the NADL Businesses operated autonomously as a publicly traded entity for all periods presented, because the NADL Businesses may have had additional administrative expenses, including legal, accounting, treasury and regulatory compliance and other costs normally incurred by a listed public entity.

In connection with the North Atlantic Restructuring, we purchased only certain of the assets and liabilities of the relevant legal entities, while other assets and operations remained with Seadrill and certain of its subsidiaries, pursuant to the acquisition agreement dated February 17, 2011. All assets, liabilities and operations in the NADL Businesses structure that were not contributed by Seadrill to us are presented as discontinued operations in the combined consolidated carve-out financial statements and in note 3 thereto.

Beginning April 1, 2011, our financial statements as a separate legal entity are presented on a consolidated basis. The consolidated financial statements include our assets and liabilities. All intercompany balances and transactions have been eliminated on consolidation.

The preparation of the consolidated and combined consolidated carve-out financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures about contingent assets and liabilities. We base these estimates and assumptions on historical experience and on various other information and assumptions that we believe to be reasonable. Our critical accounting estimates are important to the portrayal of both our financial condition and results of operations and require us to make subjective or complex assumptions or estimates about matters that are uncertain. Basis of preparation and significant accounting policies are discussed in Note 1 (General Information and Basis of Presentation), and Note 2 (Accounting Policies), of the notes to our consolidated and combined consolidated carve-out financial statements appearing elsewhere in this prospectus. We believe that the following are the critical accounting estimates used in the preparation of the consolidated and combined consolidated carve-out financial statements. In addition, there are other items within the combined consolidated carve-out financial statements that require estimation.

Rigs, vessels and equipment are recorded at historical cost less accumulated depreciation. The cost of these assets less estimated residual value is depreciated on a straight-line basis over their estimated remaining economic useful lives. The estimated economic useful life of our drilling rigs, when new, is approximately 30 years.

Significant investments are capitalized and depreciated in accordance with the nature of the investment. Significant investments that are deemed to increase an asset’s value for its remaining useful life, are capitalized and depreciated over the remaining life of the asset.

We determine the carrying value of these assets based on policies that incorporate our estimates, assumptions and judgments relative to the carrying value, remaining useful lives and residual values. The assumptions and judgments we use in determining the estimated useful lives of our drilling rigs reflect both historical experience and expectations regarding future operations, utilization and performance. The use of different estimates, assumptions and judgments in establishing estimated useful lives could result in materially different net book values of our drilling rigs and results of operations.

The useful lives of rigs and related equipment are difficult to estimate due to a variety of factors, including technological advances that impact the methods or cost of oil and gas exploration and development, changes in market or economic conditions and changes in laws or regulations affecting the drilling industry. We re-evaluate the remaining useful lives of our drilling rigs as and when certain events occur which directly impact our assessment of their remaining useful lives and include changes in operating condition, functional capability and market and economic factors.

The carrying values of our long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be appropriate. We assess recoverability of the carrying value of the asset by estimating the undiscounted future net cash flows expected to result from the asset, including eventual disposition. If the undiscounted future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value. In general, impairment analyses are based on expected costs, utilization and daily rates for the estimated remaining useful lives of the asset or group of assets being assessed. An impairment loss is recorded in the period in which it is determined that the aggregate carrying amount is not recoverable. Asset impairment evaluations are, by nature, highly subjective. They involve expectations about future cash flows generated by our assets, and reflect management’s assumptions and judgments regarding future industry conditions and their effect on future utilization levels, daily rates and costs. The use of different estimates and assumptions could result in significantly different carrying values of our assets and could materially affect our results of operations.

We are a Bermuda company. Currently, we are not required to pay taxes in Bermuda on ordinary income or capital gains. We have received written assurance from the Minister of Finance in Bermuda that we will be exempt from taxation until March 31, 2035. Certain subsidiaries operate in other jurisdictions where taxes are imposed. Consequently, income taxes have been recorded in these jurisdictions when appropriate. Our income tax expense is based on our income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. We provide for income taxes based on the tax laws and rates in effect in the countries in which operations are conducted and income is earned. The income tax rates and methods of computing taxable income vary substantially between jurisdictions. Our income tax expense is expected to fluctuate from year to year as our operations are conducted in different tax jurisdictions and the amount of pre-tax income fluctuates.

The determination and evaluation of our annual group income tax provision involves interpretation of tax laws in various jurisdictions in which we operate and requires significant judgment and use of estimates and assumptions regarding significant future events, such as amount, timing and character of income, deductions and tax credits. There are certain transactions for which the ultimate tax determination is unclear due to uncertainty in the ordinary course of business. We recognize tax liabilities based on our assessment of whether our tax positions are sustainable and on estimates of taxes that will ultimately be due. Changes in tax laws, regulations, agreements, treaties, foreign currency exchange restrictions or our levels of operations or profitability in each jurisdiction may impact our tax liability in any given year. While our annual tax provision is based on the information available to us at the time, a number of years may elapse before the ultimate tax liabilities in certain tax jurisdictions are determined. Current income tax expense reflects an estimate of our income tax liability for the current year, withholding taxes, changes in prior year tax estimates as tax returns are filed, or from tax audit adjustments. Our deferred tax expense or benefit represents the change in the balance of deferred tax assets or liabilities as reflected on the balance sheet. Valuation allowances are determined to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. To determine the amount of deferred tax assets and liabilities, as well as of the valuation allowances, we must make estimates and certain assumptions regarding future taxable income, including where our drilling rigs are expected to be deployed, as well as other assumptions related to our future tax position. A change in such estimates and assumptions, along with any changes in tax laws, could require us to adjust the deferred tax assets, liabilities, or valuation allowances.

We establish reserves for estimated loss contingencies when we believe a loss is probable and the amount of the loss can be reasonably estimated. Our contingency reserves relate primarily to litigation, indemnities and potential income and other tax assessments (see also “Income Taxes” above). Revisions to contingency reserves are reflected in income in the period in which different facts or information become known, or circumstances change, that affect our previous assumptions with respect to the likelihood or amount of loss. Reserves for contingencies are based upon our assumptions and estimates regarding the probable outcome of the matter and include our costs to defend any action. In situations where we expect insurance proceeds to offset contingent liabilities, we record a receivable for all probable recoveries until the net loss is zero. We recognize contingent gains when the contingency is resolved and the gain has been realized. Should the outcome differ from our assumptions and estimates or other events result in a material adjustment to the accrued estimated contingencies, revisions to the estimated contingency amounts would be required and would be recognized in the period when the new information becomes known.

We use derivative financial instruments to reduce interest rate risks. The combined consolidated carve-out statements of operations includes an allocation of Seadrill’s derivatives’ gains and losses related to mark-to-market adjustments on floating to fixed interest rate swaps on the basis of the NADL Businesses’ proportion of

Seadrill’s floating rate debt. It is also necessary to use judgment in estimating the value of the interest rate swap derivatives forming the basis of the mark-to-market adjustment. If different assumptions had been made, the amounts allocated to the statement of operations would have been different.

We allocate the purchase price of acquired businesses to the identifiable tangible and intangible assets and liabilities acquired, with any remaining amount being capitalized as goodwill. Goodwill is tested for impairment at least annually at the reporting unit level, which is defined as an operating segment, or a component one level below an operating segment, that constitutes a business for which financial information is available and is regularly reviewed by management. We have one reporting unit. The goodwill impairment test requires us to compare the fair value of our reporting unit to its carrying value. In the event that the fair value is less than carrying value, we must perform an exercise similar to a purchase price allocation in a business combination in order to determine the amount of the impairment charge.

In September 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance relative to the test for goodwill impairment. The new guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two step goodwill impairment test. The new guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 with early adoption permitted. We have decided to early adopt this new guidance. Qualitative factors considered include macroeconomic conditions, industry and marked considerations, cost factors, our market capitalization and other relevant entity-specific events. For the years ended December 31, 2012 and 2011, we concluded it was not necessary to perform the two step goodwill impairment test.

For the years ended December 31, 2012 and 2011, no impairments have resulted from our analysis.

The principal factors which have affected our results and are expected to affect our future results of operations and financial position include:

In general, each of our drilling rigs is contracted for a period of time to an oil and gas company to provide offshore drilling services at an agreed daily rate. A rig will be stacked if it has no contract in place. Market daily rates have historically varied from approximately $50,000 per day to more than $650,000 per day, depending on the type of drilling rig and its capabilities, operating expenses, taxes and other factors. An important factor in determining the level of revenue is the technical utilization of the drilling rig. To the extent that our operations are interrupted due to equipment breakdown or operational failures, we do not generally receive daily rate compensation for the period of the interruption. Furthermore, our daily rates can be reduced in instances of interrupted or suspended service due to, among other things, repairs, upgrades, maintenance, force majeure or requested suspension of services by the client and other operating factors.

The terms and conditions of the contracts allow for compensation when factors beyond our control, including weather conditions, influence the drilling operations and, in some cases, for compensation when we perform planned maintenance activities. In general, we are entitled to cost escalation to compensate for industry specific cost increases as reflected in publicly available cost indices.

In addition to contracted daily revenue, customers may pay mobilization and demobilization fees for rigs before and after their drilling assignments, and may also pay reimbursement of costs incurred by us at their request for additional supplies, personnel and other services, not covered by the contractual daily rate.

Our expenses consist primarily of rig operating expenses, reimbursable expenses, depreciation and amortization, general and administrative expenses, interest and other financial expenses and tax expenses.

Rig operating expenses are related to the drilling rigs we have either in operation or stacked and include the remuneration of offshore crews and onshore rig supervision staff, as well as expenses for repairs and maintenance. Reimbursable expenses are incurred at the request of customers, and include provision of supplies, personnel and other services. Depreciation and amortization costs are based on the historical cost of our drilling rigs and other equipment. Administrative expenses include the costs of offices in various locations, as well as the remuneration and other compensation of the directors and employees engaged in the management and administration of us.

Our interest expenses depend on the overall level of debt and prevailing interest rates. However, these expenses may be reduced as a consequence of capitalization of interest expenses relating to drilling rigs under construction. Other financial items include various mark-to-market adjustments to the value of our interest rate and forward currency swap agreements.

Tax expenses reflect payable and deferred taxes related to our rig owning and operating activities and may vary depending on jurisdictions and contractual arrangements. In most cases the calculation of tax is based on net income.

Nine Months Ended September 30, 2013 Compared to Nine Months Ended September 30, 2012

The following table sets forth our operating results for the nine months ended September 30, 2013 and September 30, 2012.

The following table sets forth our total operating revenues for the nine months ended September 30, 2013 and September 30, 2012.

Total operating revenues for the nine months ended September 30, 2013 were $1,013.9 million compared to $761.5 million for the nine months ended September 30, 2012. Total operating revenues are predominantly contract revenues with additional reimbursable and other revenue. The increase of $252.4 million is related to a $120 million increase in reimbursable revenue primarily as a result of winterization work on the West Hercules, the commencement of operations of the West Hercules in January 2013 which resulted in a $118 million increase in operating revenue, $38 million of incremental revenue related to a full nine-month period of operations from the West Elara during the nine months ended September 30, 2013 compared to seven months of operations during the nine months ended September 30, 2012, plus $10 million across the fleet due to improved utilization and day rates, offset by operational downtime and a scheduled yard stay for five year class work on the West Phoenix which resulted in a decrease of $34 million in operating revenue.

The following table sets forth our total operating expenses for the nine months ended September 30, 2013 and September 30, 2012.

Total operating expenses for the nine months ended September 30, 2013 was $742.5 million compared to $454.9 million for the nine months ended September 30, 2012.

Total operating expenses consist of vessel and rig operating expenses, depreciation and amortization, general and administrative expenses and reimbursable expenses. Vessel and rig operating expenses for the nine months ended September 30, 2013 was $395.6 million compared to $256.5 million for the nine months ended September 30, 2012. The increase was related to the commencement of operations of the West Hercules in January 2013 which caused a $109 million increase, plus $18 million of incremental costs related to a full nine-month period of operations from the West Elara for the nine months ended September 30, 2013 compared to seven months of operations for the nine months ended September 30, 2012 plus $12 million general cost increases and escalation across the fleet. Depreciation and amortization for the nine months ended September 30, 2013 was $139.6 million compared to $120.2 million for the nine months ended September 30, 2012. The increase was due to the commencement of operations of the West Hercules and two additional months of depreciation on the West Elara. General and administrative expenses for the nine months ended September 30, 2013 was $49.2 million compared to $33.6 million for the nine months ended September 30, 2012. The increase primarily relates to an increase in corporate overhead allocation related to the upgrading of information systems and technology and costs related to options. Reimbursable expenses for the nine months ended September 30, 2013 were $158.1 million compared to $44.6 million for the nine months ended September 30, 2012. The increase primarily relates to the winterization work on the West Hercules.

Interest expense was $60.8 million for the nine months ended September 30, 2013 and 2012.

Other financial items reported in the income statement include the following items:

We entered into interest rate swaps and forward exchange contracts, none of which are accounted for as hedges, to manage interest rate and foreign currency risk. During the nine months ended September 30, 2013, recognized loss from derivative financial instruments was $0.2 million compared to $19.7 million for the nine months ended September 30, 2012. These losses were primarily due to adjustments for the fair market value of these derivative financial instruments. Foreign exchange losses of $13.1 million for the nine months ended September 30, 2012 were primarily due to taxes payable in Norway after the Norwegian Kroner strengthened against the U.S. dollar.

Income tax expense was $17.3 million for the nine months ended September 30, 2013 compared to $25.8 million for the nine months ended September 30, 2012. Our effective tax rate was approximately 8.4% for the nine months ended September 30, 2013, as compared to 12.1% for the nine months ended September 30, 2012.

Significant amounts of income and costs are reported in nontaxable jurisdictions, such as Bermuda. Our drilling rig operations are normally carried out in taxable jurisdictions. In the tax jurisdictions where we operate, the corporate tax rate has ranged from 12.5% to 30% for earned income. Currently, the corporate tax rate for earned income is 27% in Norway and 23% in the United Kingdom. Further, losses in one tax jurisdiction may not be offset against taxable income in other jurisdictions. Accordingly, the effective tax rate may differ from period to period depending on the level of activity in and the combination of the tax jurisdictions in which we conduct our operations and the level of income and expenses reported in nontaxable jurisdictions.

The following table sets forth our operating results for the year ended December 31, 2012 and 2011.

The following table sets forth our total operating revenues for the year ended December 31, 2012 and 2011.

Total operating revenues for the year ended December 31, 2012 was $1,044.8 million compared to $938.0 million for the year ended December 31, 2011. Total operating revenues are predominantly contract revenues with additional, relatively small amounts of reimbursable and other revenue. The increase in total operating revenues is primarily due to the West Elara commencing operations in March 2012, which resulted in an increase in operating revenue of $132.1 million.

The following table sets forth our total operating expenses for the year ended December 31, 2012 and 2011.

Total operating expenses for the year ended December 31, 2012 was $640.7 million compared to $536.0 million for the year ended December 31, 2011. The increase in operating expenses was due to the delivery of the West Elara, which commenced operations in March 2012 and accounted for an increase in operating expenses of $78.0 million. Total operating expenses consist of vessel and rig operating expenses, depreciation and amortization, general and administrative expenses and reimbursable expenses. Vessel and rig operating expenses for the year ended December 31, 2012 was $345.6 million compared to $329.9 million for the year ended December 31, 2011. Depreciation and amortization for the year ended December 31, 2012 was $162.8 million compared to $140.7 million for the year ended December 31, 2011. General and administrative expenses for the year ended December 31, 2012 was $50.0 million compared to $35.4 million for the year ended December 31, 2011. The increase was primarily due to an increased number of onshore personnel required after we became a stand alone company. Reimbursable expenses for the year ended December 31, 2012 was $82.2 million compared to $30.0 million for the year ended December 31, 2011. The increase was due to an increased level of variation order requests managed on behalf of our customers in accordance with the terms of our drilling contracts.

Interest expense for the year ended December 31, 2012 was $83.9 million compared to $77.6 million for the year ended December 31, 2011. The increase was primarily due to an overall increase in interest bearing debt.

Other financial items reported in the income statement include the following items:

During the period from May 2011 through December 2012, we entered into interest rate swaps and forward exchange contracts, none of which are accounted for as hedges. During the year ended December 31, 2012, the recognized loss from derivative financial instruments was $17.5 million compared to a loss of $47.7 million for the year ended December 31, 2011. These losses were primarily due to adjustments for the fair market value of these derivative financial instruments. Foreign exchange losses of $12.0 million for the year ended December 31, 2012 were primarily due to taxes payable in Norway after the Norwegian Kroner strengthened against the U.S. dollar.

Income tax expense was $109.6 million for the year ended December 31, 2012 compared to $39.5 million for the year ended December 31, 2011. Our effective tax rate was approximately 37.6% for the year ended December 31, 2012, as compared to 13.8% for the year ended December 31, 2011.

The increased effective tax rate for 2012 was primarily related to the uncertain tax position recognized in 2012 as discussed in Note 6 to our consolidated and combined consolidated carve-out financial statements.

Significant amounts of income and costs are reported in nontaxable jurisdictions, such as Bermuda. Our drilling rig operations are normally carried out in taxable jurisdictions. In the tax jurisdictions where we operate, the corporate tax rate has ranged from 12.5% to 30% for earned income. Currently, the corporate tax rate for earned income is 27% in Norway and 23% in the United Kingdom. Further, losses in one tax jurisdiction may not be offset against taxable income in other jurisdictions. Accordingly, the effective tax rate may differ from period to period depending on the level of activity in and mix of each of the tax jurisdictions in which we conducted our operations and the level of income and expenses reported in nontaxable jurisdictions.

We operate in a capital intensive industry and we have historically financed the purchase of drilling rigs and other capital expenditures through a combination of borrowings from commercial banks, proceeds from the issuance of bonds, cash generated from operations and equity capital. Our liquidity requirements relate to servicing debt and funding investments, funding working capital and the payment of dividends. Most of our contract and other revenues are received monthly in arrears, and most of our operating costs are paid on a monthly basis.

Our funding and treasury activities are conducted within corporate policies to maximize returns while maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held mainly in U.S. dollars, with the addition of short term deposits in Norwegian Kroner, Euros, and Pounds Sterling.

Our short-term liquidity requirements relate to servicing debt and funding working capital requirements, including required payments under the management agreements and administrative services agreements with North Atlantic Management, Seadrill Management and other unrelated and related third parties. Sources of short-term liquidity include cash balances, available amounts under revolving credit facilities and receipts from our drilling contracts.

Our long-term liquidity includes funding the payment of our newbuilding commitments and the repayment of outstanding long-term debt.

The West Linus, a harsh environment jack-up rig, has a contract price of $450 million, with an estimated total project cost of $530 million, of which we have paid $142 million as of September 30, 2013. The West Rigel, a harsh environment semi-submersible, has a contract price of $568 million, with an estimated total project cost

of $720 million, of which we have paid $135 million as of September 30, 2013. The West Linus is scheduled to be delivered to us in the first quarter of 2014, and the West Rigel is scheduled to be delivered to us in the second quarter of 2015. In June 2013, we entered into a combined sale and leaseback arrangement pursuant to which we sold all of the shares of North Atlantic Linus Ltd., our wholly-owned subsidiary that has the contract for the construction of the West Linus, to Ship Finance. The West Linus is currently under construction at Jurong and, upon its scheduled delivery in January 2014, the drilling rig will be chartered back to us on a bareboat charter for a period of 15 years from commencement of its operations. According to the terms of the sale and purchase agreement with Ship Finance, we are responsible for paying the final yard installment plus other project costs and variation orders which will be financed through cash we expect to receive from Ship Finance in connection with the combined sale and leaseback of the rig. Ship Finance has secured financing for the purchase price of the West Linus through a combination of cash and debt. In accordance with U.S. GAAP, we will continue to consolidate SFL Linus Ltd. (formerly named North Atlantic Linus Ltd.), which is the Ship Finance subsidiary that will own the rig, in our consolidated financial statements. See “Certain Relationships and Related Party Transactions—Sale and Leaseback Agreement with Ship Finance.”

Operating lease commitments at September 30, 2013 are summarized in the table below:

As of September 30, 2013, we had a commitment for future lease payments related to the West Hercules operating lease with Seadrill. The lease commenced in January 2013 with a four year term. However, we have subsequently entered into a management agreement with Seadrill, effective from November 1, 2013, which replaced this operating lease agreement, pursuant to which we continue to operate and manage the West Hercules while it is employed under the drilling contract with Statoil, but we will no longer have any related future lease commitments. See “Certain Relationships and Related Party Transactions—Operation and Management of the West Hercules.”

As of September 30, 2013 and December 31, 2012, we had $146 million and $25 million, respectively, available for draw down under our credit facilities.

On April 15, 2011, we entered into a $2,000 million senior secured credit facility with a syndicate of banks to refinance the existing debt related to three semi-submersible drilling rigs, the West Alpha, the West Phoenix,

and the West Venture, two harsh environment jack-up rigs, the West Elara and the West Epsilon, and one drillship, the West Navigator, or the Acquired Vessels, which are mortgaged as collateral under this facility. This facility is comprised of a revolving facility in the amount of $1,000 million and a term loan facility in the amount of $1,000 million. This facility bears interest at LIBOR plus a margin of 2.0% per annum, and is repayable over a term of six years. As of September 30, 2013 and December 31, 2012, the outstanding balance of this facility was $1,625.0 million and $1,750.0 million, respectively.

In April 2011, we issued a $500 million callable senior unsecured bond to Seadrill to partly finance the acquisition of the Acquired Vessels. The bond bears interest at a rate of 7.75% per annum, payable semi-annually in arrears, and matures in full on March 31, 2018. On December 20, 2012, Seadrill sold this bond to Metrogas Holdings Inc, or Metrogas, a party related to us, with a call option to repurchase the bond in full at a price equal to par plus unpaid accrued interest on the date of repurchase. On May 31, 2013, Seadrill exercised the option to repurchase the bond from Metrogas. As of September 30, 2013, the outstanding balance on the bond was $500 million, and was held entirely by Seadrill.

On March 30, 2012, we entered into a $200 million unsecured revolving credit facility with Seadrill, which was increased to $335 million as of June 28, 2013. This facility bears interest at LIBOR plus a margin of 3.0% and matures in January 2015. As of September 30, 2013 and December 31, 2012, the outstanding balance on this facility was $189.4 million and $175 million, respectively. This loan was repaid in full in October 2013 with a portion of the proceeds of our NOK million 1,500 senior unsecured bond issue. On November 20, 2013, we irrevocably reduced the amount of borrowings available from $335 million to $85 million by written notice to Seadrill.

On June 28, 2013, our variable interest entity, SFL Linus Ltd., entered into a $195 million unsecured loan from Ship Finance to be repaid at the earlier of June 30, 2029 or date of sale of the West Linus rig. The loan does not bear interest, however, Ship Finance reserves the right to charge interest once the rig is delivered from the shipyard. The proceeds of this loan will be used to finance the acquisition of the West Linus. The loan is presented as long term debt to related parties on our balance sheet at September 30, 2013.

On December 1, 2012, we entered into a $27.5 million unsecured loan facility with Seadrill. As of September 30, 2013, we have fully repaid this loan.

On October 30, 2013, we successfully completed a NOK 1,500 million senior unsecured bond issue, which was equivalent to approximately $253 million, with maturity in October 2018. The bonds bear interest at 3-months NIBOR plus a margin of 4.40%. The net proceeds were used to repay the remaining outstanding amount of $169 million under our Seadrill Revolving Credit Facility, and the remaining proceeds were used to repay in part our $2,000 Million Senior Secured Revolving Credit Facility. An application will be made for the bonds to be listed on the Oslo Stock Exchange.

In June 2013, we entered into a sale and leaseback agreement for the West Linus with SFL Linus Ltd., a subsidiary of Ship Finance which we consolidate as a VIE. In October 2013, SFL Linus Ltd. entered into a $475

million secured term loan and revolving credit facility with a syndicate of banks to fund the acquisition of West Linus, which has been pledged as security. SFL Linus Ltd. will not be able to draw down on the loan until it has taken delivery of the rig which is expected to occur in January 2014. The facility will bear interest at LIBOR plus 2.75% per annum and is repayable over a term of five years with a balloon of $192 million payable at the maturity date. SFL Linus entered into interest rate swap agreements in July 2013 in order to mitigate exposure to variability in cash flows for future interest payments on this loan. These swaps have an aggregate notional amount of $245.5 million with fixed interest rates between 1.8% and 2.0% with a term ranging between December 2013 and December 2018.

On January 20, 2014, we announced that we intend to offer and sell $600 million in aggregate principal amount of senior unsecured notes due 2019. We intend to use the gross proceeds of the proposed senior unsecured notes issuance as follows: (i) $500 million to prepay the $500 Million 7.75% Unsecured Bond due 2018 held by Seadrill; (ii) $22.5 million to pay the premium on early settlement of the $500 Million 7.75% unsecured Bond due 2018 held by Seadrill; and (iii) $77.5 million for transaction expenses and general corporate purposes.

The senior unsecured notes are currently being marketed in private transactions. The terms of the senior unsecured notes, including pricing, have not been set. We expect that the indenture governing the proposed senior unsecured notes will contain customary financial and restrictive covenants that will, among other things, restrict our ability to pay dividends, incur indebtedness, incur liens, and make certain investments. In addition, we expect that the indenture governing the senior unsecured notes will contain other customary terms, including certain events of default, upon the occurrence of which, the notes may be declared immediately due and payable. The issuance of the proposed senior unsecured notes is subject to market conditions and the negotiation and execution of final documentation. We cannot assure you that this transaction will be effected. The issuance of the proposed senior unsecured notes is not subject to and not contingent upon the closing of this offering.

Our credit facilities generally contain financial covenants. The main financial covenants contained in our existing credit facilities are as follows:

The main financial covenants contained in our 7.75% Unsecured Bond are as follows:

The main financial covenants contained in our NOK 1,500 Million Senior Unsecured Bond are as follows:

Our credit facilities and bonds also contain customary restrictive covenants which may limit, among other things, our ability to:

A failure to comply with the covenants in our loan agreements could result in a default under those agreements and under other debt agreements containing cross-defaults provisions.

EBITDA means our earnings before interest expenses, taxes, depreciation and amortization on a consolidated basis for the previous year, subject to certain adjustments.

Additionally, we are a “restricted subsidiary” under the indenture relating to Seadrill’s $1,000 million 5⁵/₈% Senior Notes due 2017 and $500 million 6¹/₈% Senior Notes due 2020. While we are not a guarantor of the notes or a party to the indentures thereto, Seadrill has agreed to cause us to comport with the restrictions on “restricted subsidiaries” contained in the indenture. Accordingly, Seadrill may use its influence over us to restrict our ability, among other things, to incur additional debt, pay dividends or issue guarantees, if Seadrill is required to do so under the terms of the indenture for the notes.

As of September 30, 2013 and December 31, 2012, we were in compliance with all of the covenants under our debt agreements.

Our preliminary unaudited balance sheet and income statement for the year ended December 31, 2011, which was provided to our lenders on February 29, 2012, showed that we were in compliance with the related

covenants in our debt agreements. However, we subsequently recorded an uncertain tax provision of $63 million related to a legal case described in Note 6 to our consolidated and combined consolidated carve-out financial statements for the years ended December 31, 2012 and 2011 that caused the current ratio, according to the adjusted financial statements for the year ended December 31, 2011, to be lower than 1:1, which constituted a temporary period of non-compliance relating to the $2,000 million senior secured credit facility. We informed our lenders of this prior to the release of our audited financial statements, and on April 27, 2012, we received a letter from our lenders stating that they had concluded, based on advice from their legal counsel, that the temporary period of non-compliance did not constitute an event of default because it was not continuing on the basis that it had been remedied in the first quarter of 2012 by (i) receiving $150 million in cash in connection with a share issuance, (ii) converting $150 million of debt to equity, which resulted in a share issuance to Seadrill, and (iii) establishing a $200 million revolving facility with Seadrill.

In addition to bank financing, we continually monitor equity and debt capital market conditions and may raise additional capital through the issuance of equity or debt securities from time to time.

Covenants Contained in the Credit Facility of SFL Linus Ltd., our Consolidated VIE

On October 17, 2013, SFL Linus Ltd. entered into a $475 million secured term loan and revolving credit facility with a syndicate of banks to fund the acquisition of the West Linus, which has been pledged as security. SFL Linus Ltd. is unable to draw down on this loan until it has taken delivery of the rig which is scheduled to occur in January 2014. While we are not, directly or indirectly, obligated to repay the borrowings under this facility, a breach of one or more of the covenants contained in this credit facility may have a material adverse affect on us. See “Risk Factor—Failure to comply with covenants and other provisions in our existing or future debt agreements, including the proposed senior unsecured notes, could result in cross-defaults under our existing debt agreements, which would have a material adverse affect on us.”

The main financial covenants contained in the $475 Million Credit Facility are as follows:

On February 11, 2011, we issued 3,000 common shares to Seadrill in connection with our formation.

On February 16, 2011, we issued 50,000,000 common shares in a private transaction exempt from registration under the Securities Act.

In March, 2011, we issued 150,000,000 common shares to Seadrill in connection with the closing of the North Atlantic Restructuring, in a private transaction exempt from registration under the Securities Act.

In March 2012, we issued 30,000,000 common shares in a private transaction exempt from registration under the Securities Act, of which Seadrill purchased 15,000,000 common shares.

In July 2011 and September 2011, we repurchased an aggregate of 2,373,823 common shares, which are held as treasury shares, at an average price of $7.20 per share based on the Bloomberg Composite Rate of NOK6.06 per $1.00 on December 31, 2013.

On November 19, 2012, we effected a consolidation of our common shares through a one-for-five reverse stock split. The repurchased shares are held by us as treasury shares. Following this reverse stock split we have 230,003,000 shares outstanding (including 2,373,863 treasury shares, which includes 40 shares that were repurchased by us in lieu of issuing fractional shares). See “Description of Capital Stock.”

Concurrently with this Exchange Offer, we plan to offer and sell 13,513,514 of our common shares through the Underwritten Public Offering. This Exchange Offer is not contingent on the successful completion of the Underwritten Public Offering. The Underwritten Public Offering will be made only by means of a prospectus. See “Where you Can Find Additional Information.”

As of the date of this prospectus, we do not have any off balance sheet arrangements.

At December 31, 2012, we had the following contractual obligations and commitments:

We are exposed to various market risks, including foreign currency fluctuations, changes in interest rates and credit risk. Our policy is to hedge our exposure to these risks where possible, within boundaries deemed appropriate by management. We accomplish this by entering into appropriate derivative instruments and contracts to maintain the desired level of risk exposure.

Our activities expose us primarily to the financial risks of changes in foreign currency exchange rates and interest rates as described below.

We have U.S. dollars as our functional currency because the majority of our revenues and cash inflows are denominated in dollars. Accordingly, our reporting currency is also U.S. dollars. We do, however, earn some of our revenue and incur some of our expenses in other currencies (primarily Norwegian Kroner and Pounds Sterling) and there is therefore a risk that currency fluctuations could have an adverse effect on our cash flows.

Our foreign currency risk arises from the measurement of debt and other monetary assets and liabilities denominated in foreign currencies converted to U.S. dollars, with the resulting gain or loss recorded as “Other financial items” and the impact of fluctuations in exchange rates on the reported amounts of our revenues and expenses which are contracted in foreign currencies.

As of December 31, 2012, we had entered into the following derivative contracts to manage our foreign currency risks:

As of December 31, 2011, we had entered into the following derivative contracts to manage our foreign currency risks:

A 1% change in the exchange rate between the U.S. dollar and the bought forward currencies would result in a fair value gain or loss of $1.7 million that would be reflected in our consolidated statements of operations, based on our currency forward contracts as of December 31, 2012.

A significant portion of our debt obligations and surplus funds placed with financial institutions are subject to movements in interest rates. It is our policy to obtain the most favorable interest rates available without increasing our foreign currency exposure. In line with this strategy, we make use of a revolving tranche of our Seadrill Revolving Credit Facility or a revolving tranche of our $2,000 million senior secured credit facility by repaying outstanding borrowings with surplus funds or increasing outstanding borrowings as needed. Working capital is placed in bank accounts with floating interest rates held with reputable financial institutions.

We have no significant interest bearing assets other than cash and cash equivalents; therefore our income and operating cash flows are substantially independent of changes in market interest rates.

Interest rate swaps are used to manage our exposure to interest rate risks by converting floating rate debt obligations to a fixed rate in order to achieve an overall desired position of fixed and floating rate debt. At December 31, 2012, we had interest rate swap agreements with an outstanding principal amount of $1,100 million, as compared to $1,000 million in 2011, all of which were entered into after the North Atlantic Restructuring. Contract lengths range from 4.5 to 7 years with start dates between May 2011 and December 2012 and termination dates between January 2016 and December 2019.

The following table summarizes the notional amounts and estimated fair values of our financial instruments as of December 31, 2012:

The following table summarizes the notional amounts and estimated fair values of our financial instruments as of December 31, 2011:

The fair value of interest rate swaps is the estimated amount that our counterparties would receive or pay to terminate the swap agreements at the reporting date. The valuation technique used to determine the fair value of interest rate swaps approximates the net present value of the swap contracts’ future cash flows.

As of December 31, 2011, our net effective exposure to floating interest rate fluctuations on our outstanding debt was $917 million, based on our total net interest bearing debt of $2,627 million less the $1,000 million principal of our floating to fixed interest rate swaps, less the $710 million in fixed interest loans. An increase or decrease in short-term interest rates of one percentage point would thus increase or decrease our effective interest expense by approximately $9.2 million on an annual basis as of December 31, 2011.

As of December 31, 2012, our net effective exposure to floating interest rate fluctuations on our outstanding debt was $825 million, based on our total net interest bearing debt of $2,453 million less the $1,100 million principal of our floating to fixed interest rate swaps, less the $527.5 million in fixed interest loans. An increase or decrease in short-term interest rates of one percentage point would thus increase or decrease our effective interest expense by approximately $8.3 million on an annual basis as of December 31, 2012.

The market for our services is the offshore oil and gas industry, and our customers consist primarily of major integrated oil companies, independent oil and gas producers and government owned oil companies. We

perform ongoing credit evaluations of our customers and generally do not require collateral in our business agreements. Reserves for potential credit losses are maintained when necessary.

We may also face credit related losses in the event that counterparties to our derivative financial instrument contracts do not perform according to the terms of the contract. The credit risk arising from these counterparties relates to unrealized profits from derivative contracts. We generally do not require collateral for our financial instrument contracts. In the opinion of management, the relevant counterparties are creditworthy financial institutions, and we do not expect any significant loss to result from their non-performance. The credit exposure of derivative contracts is represented by the fair value of contracts with a positive fair value at the end of each period.

Intangibles-goodwill and other—Effective January 1, 2012, we adopted the accounting standards update that amends the goodwill impairment testing requirements by giving an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount and whether the two-step impairment test is required. The update is effective for goodwill impairment tests performed for annual and interim periods beginning after December 15, 2011. Our adoption did not have a material effect on our condensed consolidated financial statements.

Fair value measurements—Effective January 1, 2012, we adopted the accounting standards update that requires additional disclosure about fair value measurements that involve significant unobservable inputs, including additional quantitative information about the unobservable inputs, a description of valuation techniques used, and a qualitative evaluation of the sensitivity of these measurements. Our adoption did not have a material effect on the disclosures contained in our notes to condensed consolidated financial statements.

Balance sheet—Effective January 1, 2013, we adopted the accounting standards update that expands the disclosure requirements for the offsetting of assets and liabilities related to certain financial instruments and derivative instruments. The update requires disclosures to present both gross information and net information for financial instruments and derivative instruments that are eligible for net presentation due to a right of offset, an enforceable master netting arrangement or similar agreement. The update is effective for interim and annual periods beginning on or after January 1, 2013. The effect of this is included in Note 19 to our unaudited interim consolidated financial statements, included herein.

Balance sheet—Effective January 1, 2013, we adopted the accounting standards update that requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012. The adoption did not have a material effect on our unaudited interim consolidated financial statements, included herein.

The market data and certain other statistical information used throughout this prospectus, including this section on industry and market conditions, are based on independent industry publications, government publications or other published independent sources, including Fearnley Offshore AS. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable and we are not aware of any misstatements regarding our market, industry or similar data presented herein. Such third party information may be different from other sources and may not reflect all or even a comprehensive set of the actual transactions occurring in the market. In addition, some data is also based on our good faith estimates and our management’s understanding of industry conditions. Such data involve risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Forward-Looking Statements” and “Risk Factors” in this prospectus.

We operate within the harsh environment segment of the offshore drilling market, which constitutes a part of the international oil and gas service industry. Our fleet of nine harsh environment offshore drilling rigs consists of four semi-submersible rigs, one ultra-deepwater drillship, two jack-up rigs, and contracts for the construction of one additional semi-submersible rig and one additional jack-up rig. While we currently operate exclusively in Norway and the United Kingdom, we intend to pursue harsh environment drilling operations in other locations in the North Atlantic Region in the future. The North Atlantic Region has historically offered long-term contracts, high utilization and competitive daily rates compared to the international offshore drilling market for similar drilling rigs.

Most drilling rigs are owned by industry participants that engage in drilling operations as their primary activity. Drilling rigs are generally separated into onshore and offshore rigs. Offshore rigs are represented by four main categories as outlined below.

The demand for offshore drilling rigs and associated services reflects oil companies’ demand for equipment for drilling exploration, appraisal and development wells and for performing maintenance on existing production wells. The activity level by oil companies is to a large extent driven by the worldwide demand for energy, including crude oil and natural gas, which impacts companies’ ability to fund investments in exploration, development and production activities.

In addition to absolute levels of demand from oil companies, the industry has experienced a steep change in the technical specifications for rigs required for many regions. Factors such as water depth, more advanced well designs, deeper drilling depth, high pressure and temperature, sub-salt, and harsh environments are driving the need for technical advancements. As hydrocarbons are produced from more challenging regions, the continued requirement for technical advancements is to be expected. Drilling companies with highly technical fleets have experienced the benefits of this trend in the form of pricing power as compared to more commoditized companies.

Since the 2008 financial crisis, oil prices have recovered dramatically, nearly doubling. In light of an often stagnant economic recovery, oil price movements are more indicative of supply side effects. The marginal cost of oil has increased as production has migrated to more challenging regions leading to significant support for a higher normalized price environment.

The International Energy Agency (“IEA”) expects worldwide demand for oil to continue to grow based on global economic growth projections. According to the Organization of the Petroleum Exporting Countries (“OPEC”) growth in oil demand will mainly come from non-Organization for Economic Co-operation and Development (“OECD”) countries, as OECD countries increase their demand for renewable energy sources in the coming years. Coupling forecasted demand growth with the inevitable depletion of existing reservoirs will likely lead to a production shortfall, higher oil prices, and increased exploration and development activity by oil companies.

Source: Organization of the Petroleum Exporting Countries: “World Oil Outlook 2012”

Global exploration and production spending is expected to reach $644 billion in 2013, up 7% from $604 billion in 2012 as reported in Barclays Capital’s Global 2013 E&P Spending Outlook. According to British Petroleum, global primary energy consumption is expected to grow by approximately 1.6% per year over the period from 2011 to 2030, as reported in the BP Energy Outlook 2030, January 2013 edition. In order to meet this level of consumption, global exploration and production spending is expected to continue at robust levels.

Major oil companies have generally reported declining reserve replacement ratios (the ratio of new proved reserve additions to oil produced). For example, based on public filings, several global integrated oil companies have generally recorded fewer reserve extensions and discoveries than their annual oil production since 2001.

The challenge to replace reserves has increasingly led oil companies to focus on more challenging offshore areas as the traditional onshore and shallow water hydrocarbon provinces will fail to meet reserve growth goals. According to ExxonMobil’s 2012 Outlook for Energy, as conventional crude oil production holds relatively flat through 2040, demand growth will be met by newer sources, primarily deepwater production. This production is expected to double through 2040, and will provide approximately 10 percent of global liquid fuels supplies by 2025.

Activity in the global offshore drilling market has historically been volatile as drilling contractors’ operating results are directly linked to oil and gas companies’ regional and worldwide level of spending on offshore exploration and development. Oil and gas companies’ offshore exploration and development spending fluctuates from year to year and from region to region, depending on several factors, including:

Offshore oil and gas production has historically been more equipment intensive, time consuming and expensive than onshore production due to more challenging access to offshore oil and gas reserves.

As of November 2013, the worldwide fleet of competitive mobile offshore drilling rigs, which includes semi-submersible rigs, drillships, tender rigs and jack-up rigs (including rigs under construction) totaled 942; 394 drillships and semisubmersibles, 513 jack-up rigs and 45 tender rigs (including semi-tenders and tender barges). Competitive drilling rigs are rigs that are actively marketed worldwide, other than owner-operated rigs, rigs built without or not maintaining industry-approved quality standards and rigs operating in restricted areas.

Floater is the generic term used to describe a semi-submersible rig or a drillship. The floater market is divided into market segments based on water depth capacity of drilling operations (mid-water, deepwater and ultra-deepwater). Further, the industry also divides the respective markets based on technical specifications of the rigs, when they were built, and whether they can work in benign or harsh environments.

As of November 2013, the floater fleet comprised 299 units, of which 166 are equipped with dynamic positioning systems, while 133 have mooring only (some are equipped with both dynamic positioning and mooring systems). In addition, there are 95 floaters currently under construction or on order for expected deliveries between the end of November 2013 and the end of 2019.

A large part of the floater fleet was constructed in the late 1970s to the mid 1980s and lack the modern technological capability to drill in water depths deeper than 3,000 feet. Most expect that the majority of the easily extractable oil (oil discovered in water depths no deeper than 3,000 feet) has already been discovered and many of the producing fields are maturing. To replace depleting reserves, oil and gas companies have increased their focus on deeper waters and harsh environments for the exploration and production of oil and gas. As it is not feasible to upgrade or modify most of the existing mid-water rigs to undertake deepwater or ultra-deepwater drilling projects, any increase in the deepwater or ultra-deepwater rig supply is predominantly from new construction.

As of November 2013, there were 28 floaters operating in Norwegian waters. Two rigs with AOC certification are currently operating outside of Norway. In addition, four rigs currently under construction have been awarded long-term charter contracts for Statoil in Norway commencing in 2014 and 2015.

There are currently four rigs under construction being built to meet AOC requirements with harsh environment capabilities that do not have charter contract commitments.

The worldwide fleet of self-erecting tender rigs (including semi-tenders and tender barges) totaled 45 rigs including 9 rigs under construction, as of November 2013. The construction of new tender rigs and the contract renewals with existing tender rigs reflects the general growth in demand for modern offshore drilling rigs. Tender rigs are not suited for work in harsh environments.

The worldwide competitive fleet of jack-up rigs comprises 513 units (including rigs under construction) with an average age of approximately 19 years. As of November 2013, 134 competitive jack-up rigs have been built and delivered since 2005, and there are currently 88 competitive jack-up rigs under construction. The increase in supply reflects demand for more advanced and efficient jack-up rigs and a general trend towards increasing the technical capabilities of the worldwide fleet. The majority of jack-up newbuilds has been ordered on speculation without having secured contracts for future work. The 513 rigs include 70 jack-up rigs outfitted for operations in harsh environments, of which 27 are currently under construction. Eleven jack-up units have received an AOC from Norway to operate on the Norwegian Continental Shelf.

The global offshore drilling market is becoming more specialized as new technology enables drilling activities in deeper waters and harsher environments, facilitating exploration and development drilling in new geographical areas. As a result, new market segments are developing related to water depth, technical capacities and rig types required to meet changes in rig requirements from oil companies. The industry currently defines its offshore drilling into four main water depth categories: shallow water (up to 500 feet), mid-water (500 to 3,000 feet), deepwater (3,000 to 7,500 feet) and ultra-deepwater (greater than 7,500 feet).

The majority of offshore oil and gas production to date stems from shallow water oil and gas fields. As production from shallow water oil and gas fields is rapidly declining, deepwater oil and gas production is of increasing importance. Evolving drilling technology has led to several successful deepwater discoveries in recent years, reinforcing the shift towards deeper waters and building backlog for deepwater development projects.

Brazil, the U.S. Gulf of Mexico and West Africa remain the key ultra-deepwater markets. However, regions such as the Mediterranean, East Africa and the China Sea are also adding demand for deepwater drilling equipment. As a result of this trend, the utilization rate as of November 2013, for the ultra-deepwater fleet was close to100%. Similarly, the deepwater fleet active utilization rate is 90%. Following the Deepwater Horizon incident, oil companies have increased their focus on drilling equipment and rig capacities, showing a clear preference towards modern high-specification rigs. This trend is expected to continue due to deeper and more complex drilling activity, as well as stricter safety and regulatory requirements going forward.

From January 2012 through November 2013, daily rates for ultra-deepwater fixtures (new contracts) averaged approximately $569,000 and for deepwater fixtures approximately $457,000 (the latter segment is more diverse with respect to technical capacity of rigs, resulting in a larger differentiation in rates). Daily rates should be considered relative to the country of operation as regional differences in cost of operations can be significant. Given the high level of demands, the average contract lead-time across the deepwater and ultra-deepwater fleet (for new contracts) is between 8 months and 13 months (excluding fixtures for rigs to be built in Brazil), respectively.

Deepwater & Ultra Deepwater—Market Rate Assessment by Water Depth Segment, Worldwide

The mid-water market outside Norway and the UK has seen relatively flat utilization since January 2012. Daily rates have averaged $312,000 per day.

The mid-water fleet has an average age of 32 years. Stricter regulations and a growing trend towards operators preferring modern drilling equipment, especially following the Deepwater Horizon incident, is expected to become a challenge for continued operation of the older units within this fleet. Without having financial backing from charter contracts, further upgrades to comply with current and new industry standards may no longer be economically viable. This may eventually result in attrition within the mid-water fleet.

The jack-up rig market covers exploration and production drilling in water depths up to 450 feet in benign and harsh environments.

The international jack-up market has developed into a two-tier market with oil companies showing a clear preference for premium jack-up rigs or special capability jack-up rigs over conventional or standard independent leg cantilevered rigs. Premium rigs can broadly be defined as rigs built after 2000, with a few exceptions. The total active premium jack-up fleet includes 158 units, and within this segment utilization is close to 100% as of November 2013. In addition, 95 premium jack-up rigs are currently under construction with expected deliveries between the fourth quarter of 2013 and the third quarter of 2016.

Conventional or standard independent leg cantilevered rigs (the majority of which were built before 2000) have an active fleet utilization of approximately 94% as of November 2013 (excluding 12 cold stacked units). The other jack-up segments, mat-supported cantilevered jack-up rigs (“MC”), mat-supported slot jack-up rigs (“MS”) and independent leg slot jack-up rigs (“IS”) had an active fleet utilization of 87% (excluding 20 cold stacked units, which comprise 38,5% of the MC, MS and IS fleet).

The jack-up market has strengthened across all segments from 2011 throughout 2012. As of November 2013, there were 44 idle jack-up rigs, of which 30 were cold stacked and 6 were warm stacked. High re-activation costs and limitations of technical equipment make it unlikely that the majority of cold stacked jack-up rigs will reenter the market. Many of the cold stacked rigs have less than 300-foot legs, and several do not have independent legs or cantilever, causing operational limitations which significantly reduce operational flexibility and areas of possible deployment.

The Norwegian drilling market has been characterized by stringent technical and environmental requirements related to offshore drilling rigs and operations due to the harsh weather conditions as well as strict

legislation. As a result, the initial construction cost for an offshore rig to operate in Norway has been higher than for comparable rigs intended for operation in other regions worldwide. This has resulted in a high barrier to entry as drilling companies are reluctant to pay for additional equipment only relevant for operation on the Norwegian Continental Shelf. Norway also imposes additional requirements for drilling facilities operating in the Norwegian Continental Shelf, including, among other things, heightened standards relating to safety, technical specifications for drilling equipment, crew accommodations and certain other compliance measures. Rig owners that already have rigs on the Norwegian Continental Shelf enjoy less competition and benefit from higher earnings visibility through longer contract durations and higher daily rate levels than what has been achieved in other geographical regions.

The Norwegian floater market is among the most developed and active harsh environment markets worldwide. The supply and demand balance in the Norwegian floater market has been favorable for drilling contractors in recent years, with a limited number of new rigs entering the region and increasing demand.

As of November 2013, there were 28 floaters operating on the Norwegian Continental Shelf. Two rigs with AOC certification are currently operating outside of Norway. In addition, four rigs currently under construction have been awarded long-term charter contracts with Statoil in Norway commencing in 2014 and 2015.

As described above, the Norwegian floater market has high barriers to entry due to strict regulations on safety, technical specifications, documentation material and accommodation facilities. In order to comply with Norwegian regulations, rig owners incur significant additional construction costs relative to other areas of operation. At the same time, demand in Norway for advanced floaters is expected to increase, driven by further exploration and development activities.

The average contract lead time in Norway since January 2012 for new contracts is about 21 months, which is higher than the average for the overall floater market. The average age of the total fleet operating in Norway is approximately 19 years. Daily rates for the Norwegian floater segment (by rig generations) are illustrated in the graph below.

Surveys, including the U.S. Geographical Survey, support a view that a significant part of the remaining global endowment of oil and gas resources may be in the high northern latitudes of Norway, Russia, Greenland, U.S., UK and Ireland. In February 2013, the Norwegian Petroleum Directorate, or NPD, released their latest resource estimates of the south eastern Barents Sea and the area surrounding Jan Mayen. The NPD’s estimates show an approximate increase of 15% of undiscovered resources on the Norwegian Continental Shelf. These exploration frontiers require modern harsh drilling equipment, and both equipment and operations need to meet strict environmental regulations. Over the past eight years, the harsh environment floater fleet has experienced full utilization. The harsh environment floater fleet worldwide currently consists of 35 rigs and will see the addition of 12 rigs during the period from mid-2014 through to the third quarter of 2016.

In addition to the differentiation between conventional and premium jack-up rigs, the jack-up market is also differentiated in terms of geographical areas of operation.

Norway is one of the harshest environments for drilling activities globally. This is reflected in higher investment cost for assets intended to operate on the Norwegian Continental Shelf as well as higher operational costs. In order to compensate for higher construction and operational costs in Norway, the daily rates required by rig owners are higher than in the international jack-up market. However, the daily rate premium has historically more than offset the higher cost of operating in this region due to a limited number of rigs technically compliant to operate on the Norwegian Continental Shelf. The limited number of compliant rigs has led to longer lead times from contract signing to commencement of operation in Norway compared to other regions worldwide. The contract lead time in Norway for contracts entered into in 2012 was 21 months, on average, compared to an average of 5 months for the worldwide jack-up fleet. The Norwegian jack-up rig market is likely to continue to experience differentiated market characteristics as the Norwegian market is less likely to see speculative newbuild orders due to high construction price. There are seven harsh environment jack-up rigs currently under construction (built to meet Norwegian specifications), and all have contractual commitments in Norway upon delivery.

The offshore contract drilling service industry in Norway is highly competitive with numerous industry participants ranging from large international companies to smaller locally owned companies. The largest industry participants’ operations are usually geographically dispersed in oil and gas development areas around the globe due to the high mobility of most rigs. Although the cost of moving a rig from one region to another and the availability of rig-moving vessels may cause an imbalance between supply and demand from one region to another, significant variations between regions do not tend to exist in the long-term. Harsh environment areas, however, are often in isolated regions where the majority of the world’s rigs are prevented from operating due to a lack of technical specifications.

The Norwegian offshore drilling market remains highly fragmented with 13 drilling contractors controlling the portfolio of contracts. As of November 2013, there were a total of 28 floaters and 10 jackups with current contracts for operations in Norway. Below is a short description of our competitors operating in Norway.

Maersk Drilling: Maersk Drilling (former Maersk Contractors) provides offshore drilling services to oil companies worldwide. Maersk’s fleet consists of deepwater semi-submersible rigs, drilling barges, jack-up rigs and four ultra-deepwater drillships under construction at Samsung Heavy Industries in South Korea. Maersk has six rigs operating in Norway and three jack-up newbuilds under construction with future commitments in Norway.

Transocean (RIG): Transocean has seven rigs operating in Norway, including two harsh environment semi-submersible rigs, the Transocean Barents and the Transocean Spitsbergen, which were acquired through the acquisition of Aker Drilling in 2011.

Songa Offshore (SONG): Songa Offshore is an offshore drilling company that operates five semi-submersible rigs and has an additional four rigs on order. Songa Offshore has three rigs operating in Norway and an additional four rigs expected to be delivered in 2014 and 2015.

Fred Olsen Energy (FOE): Fred Olsen Energy is a Norwegian contract driller operating a fleet of eight rigs comprised of one deepwater rig, one ultradeepwater drillship and six mid-water semi-submersible drilling rigs, in addition to one accommodation rig. Fred Olsen Energy has two rigs under construction in South Korea, an ultra-deepwater drillship and a harsh environment ultra-deepwater semi-submersible, scheduled to be delivered in the third quarter of 2013 and first quarter of 2015, respectively, from Hyundai Heavy Industries. Fred Olsen Energy has three rigs operating in Norway.

China Oilfield Services (COSL): COSL is an integrated oilfield services provider. Its services cover each phase of offshore oil and gas exploration, development and production. Its four core business segments are geophysical services, drilling services, well services, marine support and transportation services. COSL has three rigs operating in Norway.

Odfjell Drilling (Odfjell): Odfjell Drilling is an international drilling, well service and engineering company. Odfjell Drilling owns and/or manages six offshore drilling rigs and has four units under construction. In 2011, the company took delivery of two partly owned drillships, the Deepsea Metro I and the Deepsea Metro II, from Hyundai Heavy Industries in South Korea. Odfjell Drilling has three rigs operating in Norway.

Saipem: Saipem is a large, international contractor in the oil and gas industry. Saipem is organized into two business units, engineering and construction and drilling. Saipem has two rigs operating in Norway.

Diamond Offshore Drilling (DO): Diamond Offshore Drilling owns and operates a fleet of 32 semi-submersible rigs, seven jack-up rigs and five dynamically positioned drillships, three of which are ultra-deepwater drillships on order at Hyundai Heavy Industries in South Korea and are expected to be delivered in 2013 and 2014. Diamond Offshore Drilling has one rig operating in Norway.

Rowan Companies (RDC): Rowan Companies is an international provider of contract drilling services with a focus on high-specification and premium jack-up rigs located worldwide. Rowan Companies currently has two jack-up rigs in Norway and one additional jack-up rig expected to be relocated to Norway from the UK.

Stena Drilling (Stena): Stena Drilling, a wholly-owned subsidiary of Stena AB, is an independent international drilling contractor. Stena Drilling has one rig operating in Norway.

Ocean Rig (ORIG): Ocean Rig is an international offshore drilling contractor providing oilfield services for offshore oil and gas exploration, development and production drilling and specializing in the ultra-deepwater and harsh environment segment of the offshore drilling industry. Ocean Rig owns eleven offshore ultra-deepwater drilling rigs, including two ultra-deepwater semi-submersible drilling rigs and nine ultra-deepwater drillships. Four drillships are currently under construction which are scheduled to be delivered to Ocean Rig during 2013, 2015 and 2016. Ocean Rig currently has one rig operating in Norway.

Oil and gas companies are increasingly exploring and developing fields that are located in deeper, harsher and more remote areas.

As mentioned previously, surveys, including the U.S. Geographical Survey, support the view that a significant part of the remaining global endowment of oil and gas resources may be in the Arctic region. According to the survey, the undiscovered oil resources are expected to be found in five provinces: Arctic Alaska, Amerasia Basin, East Greenland Rift Basins, East Barents Basins, and West Greenland–East Canada. Typical conditions in harsh and Arctic environments are low temperatures, rough seas, stronger currents, limited daylight and ice in close proximity. New regions are opening up for exploration and oil and gas companies are pushing further north. As a result of recent discoveries in the Barents Sea, increased activity is expected in the region with several more exploration wells planned over the next few years. With these discoveries comes additional demand for drilling appraisal wells and forthcoming field developments. In addition, Russia has several other Arctic exploration regions of high interest, including the Kara Sea, the Laptev Sea, the Pechora Sea, the Okhotsk Sea and the Chuchi Sea between Alaska and Siberia. The Kara Sea is considered an extension of the West Siberian oil and gas province which constitutes a major portion of Russia’s current oil production.

Drillers with experience in harsh environment areas, such as the North Sea, have a competitive advantage targeting these regions as activity accelerates.

Although exploration and development activities in Arctic areas represent a new frontier, many independent oil companies and national oil companies have been actively pursuing strategic initiatives. Since 2010 there has been increased activity in Arctic areas, and we believe that, looking forward, Arctic activity is likely to be led by Norway, Greenland, Russia, and the U.S. To date, the only large project is Statoil’s Snohvit LNG development in

the Norwegian Barents Sea. By the end of 2013, the Goliat field, also in the Barents Sea, and the Prirazlomnoye field in Russia’s Pechora Sea are expected to begin production as well. By 2025, according to Wood Mackenzie, the offshore Arctic region could produce 2 million barrels of oil equivalent per day.

North Atlantic Drilling Ltd. was established on February 10, 2011 under the laws of Bermuda as a subsidiary of Seadrill. On February 16, 2011, we raised gross proceeds of $425 million through a Norwegian private placement of 50,000,000 common shares. On February 17, 2011, we entered into an agreement with Seadrill to acquire six harsh environment drilling rigs, including all relevant contracts, spares, stores and offshore personnel related to the rigs, which we refer to as the North Atlantic Restructuring. On March 31, 2011, we completed the North Atlantic Restructuring at a purchase price of $2.35 billion, which consisted of a cash payment of $369.8 million, the issuance to Seadrill of 150,000,000 common shares valued at $8.50 per share, which will not be part of the Exchange Offer, the issuance of a $500 million bond bearing interest at 7.75% for a term of seven years, and a $210 Million Shareholder Loan from Seadrill.

In March 2012, we raised gross proceeds of $300 million through a private placement of 30,000,000 common shares, of which Seadrill purchased 15,000,000 common shares. The proceeds from this private placement were partially used to fully repay our outstanding indebtedness under the Shareholder Loan.

As of September 30, 2013, we had aggregate estimated project costs relating to these two newbuildings of $1,250 million, of which we have paid $277 million. The estimated remaining project costs of $388 million for the construction of the West Linus will be financed through cash we expect to receive from Ship Finance in connection with the combined sale and leaseback of the rig, which closed in June 2013. Ship Finance has secured financing for the purchase price of the West Linus through a combination of cash and debt. We plan to finance the estimated remaining project costs for the construction of the West Rigel in the amount of $585 million with cash flows from operations, borrowings under new credit facilities, and the net proceeds from securities offered in the public and private debt capital markets. Our entry into new credit facilities and access to the public and private debt capital markets are subject to significant conditions, including without limitation, the negotiation and execution of definitive documentation, as well as credit and debt market conditions, and we cannot assure you that we will be able to obtain such financing on terms acceptable to us or at all. This offering and the Underwritten Public Offering are not contingent upon our entry into new credit facilities or our accessing other sources of debt. See “Risk Factors” beginning on page 21 for a more complete discussion of risks and uncertainties that should be considered before exchanging your common shares.

We are an international offshore drilling company that provides drilling services to the oil and gas industry in the North Atlantic Region. We target geographic areas in the North Atlantic Region that require drilling rigs which are capable of operating in harsh environments. Our fleet consists of nine harsh environment drilling rigs, which includes one jack-up rig and one semi-submersible rig that are currently under construction.

Our primary objective is to profitably grow our business and increase shareholder value by focusing on modern state-of-the-art offshore drilling rigs in harsh environments. While we currently operate exclusively in areas offshore Norway and the United Kingdom, and have only one contract for future operations outside those countries, we intend to pursue harsh environment drilling operations in other locations in the North Atlantic Region. Our drilling rigs are under long-term contracts with major oil companies such as Statoil, ConocoPhillips, Shell, Total and ExxonMobil, and the independent oil company, Centrica, with an average remaining term of approximately 2.5 years as of September 30, 2013. We intend to grow our position in the North Atlantic Region by providing excellent service to our customers with our modern, technologically advanced harsh environment fleet, together with our approximately 1,632 experienced and skilled employees. We also intend to leverage the relationships, expertise and reputation of Seadrill to re-contract our fleet under long-term contracts and to identify opportunities to expand our fleet through newbuildings and selective acquisitions. Seadrill is one of the world’s largest international offshore drilling contractors, and we believe that Seadrill, which will own approximately % of our outstanding common shares following completion of this offering and our concurrent Underwritten Public Offering, will be motivated to facilitate our growth because of its significant ownership interest in us.

The following table sets forth certain information regarding our drilling rigs as of the date of this prospectus:

One of our principal strengths is our relationship with Seadrill and other related parties, commonly known as the Fredriksen Group of companies. We were established by Seadrill on February 10, 2011 as a new offshore drilling company focused on operations in the North Atlantic Region. We expect our relationship with Seadrill will provide us with access to Seadrill’s customer, supplier and shipbuilder relationships and its technical, commercial and managerial expertise, which we believe will allow us to compete more effectively when seeking additional customers. In addition, pursuant to an agreement that we and Seadrill will enter into in connection with the closing of this offering, or the Cooperation Agreement, Seadrill will agree to provide us with a right of first refusal to participate in any business opportunity identified by Seadrill for drilling activities in the North Atlantic Region and we will agree to provide Seadrill with a right of first refusal to participate in any business opportunity identified by us for drilling activities outside of the North Atlantic Region. See “Certain Relationships and Related Party Transactions—Cooperation Agreement.”

Upon completion of this offering and our concurrent Underwritten Public Offering, Seadrill will own approximately % of our outstanding common shares and thus will effectively control us. In addition, we believe Seadrill will have significant incentives to contribute to our success. Seadrill is one of the world’s leading international offshore drilling contractors, providing offshore drilling services to the oil and natural gas industry. As of December 31, 2013, Seadrill owned a fleet of 69 offshore drilling rigs, including 21 drilling rigs under construction and our drilling rigs. Seadrill’s fleet is comprised of drillships, semi-submersibles, jack-ups and tender rigs, which operate from ultra-deepwater to shallow areas as well as in harsh and benign environments and are contracted to customers throughout the world. Seadrill reported total operating revenues of approximately $4.5 billion for the fiscal year ending December 31, 2012 and approximately $3.8 billion for the nine month period ended September 30, 2013.

We may not realize any benefits from our relationship with Seadrill or other related parties.

Our principal business objectives are to profitably grow our business and increase shareholder value. We expect to achieve these objectives through the following strategies:

We believe we are well positioned to achieve our primary business objectives and execute our business strategies based on the following competitive strengths:

Semi-submersible drilling rigs consist of an upper working and living quarters deck resting on vertical columns connected to lower hull pontoons. Such rigs operate in a “semi-submerged” floating position, in which the lower hull is below the waterline and the upper deck protrudes above the surface. The rig is situated over a wellhead location and remains stable for drilling in the semi-submerged floating position, due in part to its wave transparency characteristics at the water line.

There are two types of semi-submersible rigs: moored and dynamically positioned. Moored semi-submersible rigs are positioned over the wellhead location with anchors, while dynamically positioned semi-submersible rigs are positioned over the wellhead location by a computer-controlled thruster system. Depending on the country of operation, semi-submersible rigs generally operate with crews of 65 to 100 people.

We have five semi-submersible rigs in our fleet, including one rig under construction: the West Alpha, the West Phoenix, the West Rigel, the West Hercules and the West Venture. The information below highlights some of the principal features of each of our semi-submersible drilling rigs.

West Alpha. The West Alpha is a fourth generation semi-submersible drilling rig capable of operating in harsh environments.

West Phoenix. The West Phoenix is a sixth generation semi-submersible drilling rig capable of operating in harsh environments.

West Rigel. The West Rigel is a sixth generation harsh environment semi-submersible drilling rig capable of operating in harsh environments. The West Rigel is currently under construction at Jurong and is scheduled to be delivered to us in the second quarter of 2015.

Picture of Seadrill’s rig, the West Pegasus, which has similar principal features to the West Rigel.

West Hercules. The West Hercules is a sixth generation harsh environment semi-submersible drilling rig capable of operating in harsh environments.

West Venture. The West Venture is a fifth generation semi-submersible drilling rig capable of operating in harsh environments.

West Navigator. The West Navigator is an ultra deepwater drillship capable of operating in harsh environments. The West Navigator is a self-propelled ship equipped for drilling in deep waters, and is positioned over the well through a computer-controlled thruster system similar to that used on semi-submersible rigs. Drillships are suitable for drilling in remote locations because of their mobility and large load-carrying capacity. Depending on country of operation, drillships operate with crews of 65 to 100 people.

Jack-up rigs are mobile, self-elevating drilling platforms equipped with legs that are lowered to the ocean floor. A jack-up rig is towed to the drill site with its hull riding in the sea as a vessel and its legs raised. At the drill site, the legs are lowered until they penetrate the sea bed and the hull is elevated until it is above the surface of the water. For relocation of the rig, the hull is lowered until it rests on the water, the legs are raised and the rig can be moved by tug-boats or heavy-lift transport ships to another drill site. Jack-ups are generally suitable for water depths of 450 feet or less and operate with crews of 40 to 60 people.

We have three jack-up rigs in our fleet, including one rig under construction: the West Elara, the West Epsilon, and the West Linus. The information below highlights some of the principal features of each of our jack-up rigs.

West Elara. The West Elara is a heavy-duty jack-up rig capable of operating in harsh environments.

West Epsilon. The West Epsilon is a heavy-duty jack-up rig capable of operating in harsh environments.

West Linus. The West Linus is a heavy-duty jack-up rig capable of operating in harsh environments. The West Linus is currently under construction at Jurong and is scheduled to be delivered to us in the first quarter of 2014.

Two main criteria that distinguish harsh environment drilling rigs in the North Atlantic Region from benign environment drilling rigs are:

All of our drilling rigs are fully capable of operating in the harsh environments of the North Atlantic Region. All of our drilling rigs have obtained Norwegian AOCs or are being built to meet the specific requirements of the Norwegian AOC requirements. Additionally, two of our drilling rigs, the West Phoenix and the West Navigator, have obtained U.K. Safety Cases.

We rely on certain current and former executive officers of Seadrill who are employed through North Atlantic Management and Seadrill Management to perform services for our benefit and who are responsible for our day-to-day management pursuant to an administrative services agreement, or the Services Agreement, subject to the direction and oversight of our board of directors. Mr. Alf Ragnar Løvdal has served as our Chief Executive Officer since January 1, 2013 and is employed through North Atlantic Management. Mr. Rune Magnus Lundetræ has been appointed to serve as our Chief Financial Officer until the completion of the Underwritten Public Offering. In addition, Mr. Ragnvald Kavli, the former Director of Investor Relations and Corporate Finance of Seadrill and our current Finance Director, has been appointed to succeed Mr. Rune Magnus Lundetræ as our Chief Financial Officer effective upon the completion of this offering and will be employed through North Atlantic Management. All references in this prospectus to “our officers” include those officers of North Atlantic Management and Seadrill Management who perform executive officer functions for our benefit. See “Management.” In addition, Seadrill Management provides treasury and financial advisory services, insurance placement and building supervisory services under the Services Agreement. The Services Agreement may be terminated by either party upon one month’s notice. In consideration of the services provided to us, we pay Seadrill Management a fee that includes the operating costs attributable to us plus a margin of 8%. For the nine month period ended September 30, 2013 and the year ending December 31, 2012, we paid Seadrill Management remuneration for its services in the amount of $21.6 million and $18.9 million, respectively.

Our officers and the other individuals providing services to us or our subsidiaries may face a conflict regarding the allocation of their time between our business and the other business interests of other companies within the Seadrill Group. These other companies conduct substantial businesses and activities of their own in which we have no economic interest. As a result, there could be material competition for the time and effort of our officers who also provide services to other companies within the Seadrill Group. Our officers intend to devote as much time to the management of our business and affairs as is necessary for the proper conduct of our business and affairs.

North Atlantic Management provides us with certain other day-to-day services pursuant to a management agreement among us and each of our rig-owning subsidiaries, which we refer to as the General Management Agreement. Under the terms of the General Management Agreement, North Atlantic Management is responsible for, among other things, corporate governance services, budgeting and accounting functions, the financing of our activities, commercial management including marketing of our drilling rigs, and the purchase and sale of assets. In addition, North Atlantic Management provides management services for the West Hercules while it is employed under a drilling contract with Statoil, and is responsible for, among other things, operations, budgeting and accounting functions, technical management, staffing and commercial management of the customer and suppliers.

We also receive corporate, secretarial and certain other administrative services relating to the jurisdiction of Bermuda from Frontline Management (Bermuda) Ltd., or Frontline Management under the Services Agreement with Seadrill Management. Frontline Management is a wholly-owned subsidiary of Frontline Ltd. (NYSE:FRO)(OSE:FRO), a company in which Hemen Holding is a principal shareholder. As of December 31, 2013, Hemen Holding held approximately 0.73% of our shares and has an indirect interest in us through its ownership in Seadrill. In addition, as of December 31, 2013, Hemen Holding had a total return swap agreement with underlying exposure to 3,530,000 shares of us.

The executive offices of North Atlantic Management are located in Stavanger, Norway. It also has offices in Bergen, Norway.

Offshore exploration and production is a capital intensive, high-risk industry. Operating and pursuing opportunities in deepwater basins significantly increases the amount of capital required to effectively conduct such operations. As a result, a significant number of operators in this segment of the offshore exploration and production industry are either national oil companies, major oil and natural gas companies or well-capitalized large independent oil and natural gas companies. Our current customers are Statoil, ConocoPhillips, Shell, Total and ExxonMobil. For the nine months ended September 30, 2013, Statoil accounted for 59%, Shell accounted for 18%, ExxonMobil accounted for 11% and Total accounted for 12% of our total revenues. For the year ended December 31, 2012, Statoil accounted for 46%, Shell accounted for 17%, Total accounted for 16%, BG Norge Limited accounted for 13% and ExxonMobil accounted for 8% of our total revenues. All of our drilling contracts have fixed terms, but may be terminated early due to certain events or we may be unable to realize revenue under these contracts in the event of unanticipated developments, such as the deterioration in the general business or financial condition of a customer, resulting in its inability to meet its obligations under our contracts. We expect that our future customers will be well capitalized companies, including state owned national oil and natural gas companies, major integrated oil and natural gas companies and large independent exploration and production companies.

The actual amount of revenues earned may also fluctuate due to parts of the daily rates being received in Norwegian Kroner or Pounds Sterling. Approximately 25% to 50% of the daily rates are payable in Norwegian Kroner or Pounds Sterling, which approximately corresponds to the amount of operational expenses paid in Norwegian Kroner or Pounds Sterling. As a result, our net operational profit measured in U.S. dollars is minimally affected by currency fluctuations on a historical basis even though operational expenses and revenues may be affected individually. Norwegian Kroner or Pounds Sterling elements of future contract revenue and dayrate information provided throughout this document have been converted into U.S. dollars using an exchange rate of USD $1 to NOK6.00 and GBP1.00 to USD $1.50, respectively. In addition, we may enter into drilling contracts that contain bonus payments in excess of the stated daily rate if we meet certain agreed operational objectives under the applicable contract.

The firm commitments that comprise our contract backlog as of September 30, 2013 are as follows:

We provide drilling services on a “dayrate” contract basis. We do not provide “turnkey” or other risk-based drilling services to the customer. Under dayrate contracts, the drilling contractor provides a drilling rig and rig crews and charges the customer a fixed amount per day regardless of the number of days needed to drill the well. The customer bears substantially all of the ancillary costs of constructing the well and supporting drilling operations, as well as the economic risk relative to the success of the well. In addition, dayrate contracts usually provide for a lump sum amount or dayrate for mobilizing the rig to the initial operating location, which is usually lower than the contractual dayrate for uptime services, and a reduced dayrate when drilling operations are interrupted or restricted by equipment breakdowns, adverse weather conditions or other conditions beyond the contractor’s control. A dayrate drilling contract generally covers either the drilling of a single well or a number of wells or has a stated term regardless of the number of wells. These contracts may generally be terminated by the customer in the event the drilling rig is destroyed or lost or if drilling operations are suspended for an extended period of time as a result of a breakdown of equipment, “force majeure” events beyond the control of either party or upon the occurrence of other specified conditions. In some instances, the dayrate contract term may be extended by the customer exercising options for the drilling of additional wells or for an additional length of time at fixed or mutually agreed terms, including dayrates.

Our drilling contracts are the result of negotiations with our customers. Our existing drilling contracts generally contain, among other things, the following commercial terms:

We source the equipment and services used on our drilling rigs from well-established suppliers, including:

As of December 2013, approximately 1,321 offshore staff employees served on our offshore drilling rigs including preparations for operation for the West Linus, and approximately 311 staff employees served onshore in technical, commercial and administrative roles in Norway and in the United Kingdom. We employ approximately 70% of our onshore staff and 100% of our offshore staff through certain of our subsidiaries. In addition, Seadrill Management provides onshore advisory, operational and administrative support to our operating subsidiaries pursuant to a Services Agreement. See “Certain Relationships and Related Party Transactions—Services Agreement.”

One of our top priorities is attracting and retaining motivated offshore personnel, and, as a result, we believe we offer competitive employment packages and comprehensive benefits and opportunities for career development.

The majority of our employees and our contracted labor offshore are covered by collective bargaining agreements. Some of these agreements for our employees require the contribution of certain amounts to retirement funds and pension plans and special procedures for the dismissal of employees. In addition, many of these represented individuals are working under agreements that are subject to annual salary negotiation. These negotiations could result in higher personnel costs for us, other increased costs or increased operating

restrictions. However, because our drilling contracts generally have escalation clauses whereby the daily rate is adjusted according to tariff adjustments and cost indices on an annual basis, we do not expect that such increased cost, if any, will adversely affect our financial performance.

We consider our relationships with the various unions as stable, productive and professional. Presently, we do not have any ongoing negotiations relating our collective bargaining agreements.

Our operations are subject to hazards inherent in the drilling of oil and natural gas wells, including blowouts and well fires, which could cause personal injury, suspend drilling operations, destroy the equipment involved or cause serious environmental damage. Offshore drilling contractors such as us are also subject to hazards particular to marine operations, including capsizing, grounding, collision and loss or damage from severe weather. Our marine insurance package policy provides insurance coverage for physical damage to our drilling rigs, loss of hire and third-party liability.

Our insurance claims are subject to a deductible, or non-recoverable, amount. We currently maintain a deductible per occurrence of up to $5 million related to physical damage to our drilling rigs. However, a total loss of, or a constructive total loss of, a drilling rig is recoverable without being subject to a deductible. For general and marine third-party liabilities, we generally maintain a deductible of up to $25,000 per occurrence on personal injury liability for crew claims, non-crew claims and third-party property damage including oil pollution from the drilling rigs. Furthermore, for some of our drilling rigs we purchase insurance to cover loss due to the drilling rig being wholly or partially deprived of income as a consequence of damage to the rig. The loss of hire insurance has a deductible period of 60 days after the occurrence of physical damage. Thereafter, coverage is limited to 210 days. If the repair period for any physical damage exceeds the number of days permitted under our loss of hire policy, we will be responsible for the costs in such period.

The offshore drilling industry is highly competitive, with market participants ranging from large multinational companies to smaller companies with fewer than five drilling rigs.

The demand for offshore drilling services is driven by oil and natural gas companies’ exploration and development drilling programs. These drilling programs are affected by oil and natural gas companies’ expectations regarding oil and natural gas prices, anticipated production levels, worldwide demand for oil and natural gas products and many other factors. The availability of quality drilling prospects, exploration success, availability of qualified rigs and operating personnel, relative production costs, availability and lead time requirements for drilling and production equipment, the stage of reservoir development and political and regulatory environments also affect customers’ drilling programs. Oil and natural gas prices are volatile, which has historically led to significant fluctuations in expenditures by customers for drilling services. Variations in market conditions impact us in different ways, depending primarily on the length of drilling contracts we have for our rigs. Short-term changes in these markets may have a minimal short-term impact on revenues and cash flows, unless the timing of contract renewals coincides with short-term movements in the market.

Offshore drilling contracts are generally awarded on a competitive bid basis or through privately negotiated transactions. In determining which qualified drilling contractor is awarded a contract, the key factors are pricing, rig availability, rig location, condition and integrity of equipment, its record of operating efficiency, including high operating uptime, technical specifications, safety performance record, crew experience, reputation, industry standing and client relations.

Competition for offshore drilling rigs, particularly for floaters, is generally on a global basis, as rigs are highly mobile. However, the cost associated with mobilizing rigs between regions is sometimes substantial, as entering a new region could necessitate modifications of the drilling rig and its equipment to specific regional

requirements. For example, drilling rigs operating in the North Atlantic Region and in other harsh environment drilling locations require specialized equipment and modifications, including without limitation, unique structuring of drilling rig hulls and protection from exposure to weather and low temperatures. Not all rigs can be modified to operate in harsh environment conditions. The large investment in specialized or modified drilling equipment required to operate in harsh environment conditions creates barriers to entry. In addition, Norway imposes added requirements for drilling facilities, including, among other things, strict standards relating to safety, drilling rig technical specifications, crew accommodations and certain other compliance measures, known as Acknowledgment of Compliance, or AOC, which must be satisfied in order to operate in the Norwegian Continental Shelf. All of our drilling rigs meet, or are being constructed to meet, AOC requirements. As an established drilling contractor in the North Atlantic Region, including offshore Norway and the United Kingdom, we believe that we have a significant advantage over potential new entrants, and because of these barriers to entry, we already enjoy less competition and benefit from longer contract durations and higher daily rates than what we believe has been achieved in other geographic regions.

We believe that the market for drilling contracts will continue to be highly competitive for the foreseeable future. While we believe that our fleet of well-maintained and technologically advanced drilling rigs provides us with a competitive advantage over competitors with older fleets, as our drilling rigs are generally better suited to meet the requirements of customers for drilling in harsh environments, certain competitors may have greater financial resources than we do, which may enable them to better withstand periods of low utilization, and compete more effectively on the basis of price.

In general, seasonal factors do not have a significant direct effect on our business. However, because our drilling rigs are located in the North Atlantic Region, we could be subject to short-term adverse weather conditions that could adversely impact the operation of our drilling rigs, but generally such operational interruptions do not have a significant impact on our revenues.

Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our drilling rigs operate or are registered, which can significantly affect the ownership and operation of our drilling rigs. These requirements include, but are not limited to, the International Convention for the Prevention of Pollution from Ships, or MARPOL, the International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention, the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments in February 2004, or the BWM Convention, European Union regulations, Norwegian law and United Kingdom law. These laws govern the discharge of materials into the environment or otherwise relate to environmental protection. In certain circumstances, these laws may impose strict liability, rendering us liable for environmental and natural resource damages without regard to negligence or fault on our part.

The United Nations’ International Maritime Organization, or IMO, is the United Nations’ agency for maritime safety. The IMO provides international regulations governing shipping and international maritime trade. Many countries, but not the United States, have ratified and follow the liability regime adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage, 1969, as updated by different Protocol in 1976, 1984 and 1992, and amended in 2000 (or CLC). Under this convention, and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a

vessel’s registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil (e.g. crude oil, fuel oil, heavy diesel oil or lubricating oil), subject to certain exceptions. The right to limit liability to specified amounts that are periodically revised is forfeited under the CLC when the spill is caused by the owner’s actual fault or when the spill is caused by the owner’s intentional or reckless conduct where the shipowner knew pollution damage would probably result. Vessels trading to contracting states must provide evidence of insurance covering the limited liability of the owner. In jurisdictions where the CLC has not been adopted, various legislative regimes or common law governs, and liability is imposed either on the basis of fault or in a manner similar to the CLC.

The requirements contained in the International Management Code for the Safe Operation of Ships and for Pollution Prevention (the ISM Code) promulgated by the IMO, govern our operations. Among other requirements, the ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a policy for safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and also describing procedures for responding to emergencies. The ISM Code requires vessel operators to obtain a safety management certification for each vessel they manage, evidencing the shipowner’s development and maintenance of an extensive safety management system. Each of the existing vessels in our fleet, except for our harsh environment jack-up rig, the West Epsilon, which is registered in the Panamanian Ship Registry, is currently ISM Code-certified, and we expect to obtain safety management certificates for each newbuilding vessel and acquired vessel upon delivery.

In September of 1997, the IMO adopted MARPOL Annex VI to address air pollution. Effective May 2005, Annex VI sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000. It also prohibits “deliberate emissions” of “ozone depleting substances,” defined to include certain halons and chlorofluorocarbons. “Deliberate emissions” are not limited to times when the ship is at sea; they can for example include discharges occurring in the course of the ship’s repair and maintenance. Emissions of “volatile organic compounds” from certain tankers, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls (PCBs)) are also prohibited. Annex VI also includes a global cap on the sulfur content of fuel oil.

The IMO’s Maritime Environment Protection Committee, or MEPC, adopted amendments to Annex VI on October 10, 2008, which entered into force on July 1, 2010 and require the imposition of progressively stricter limitations on sulfur emissions from ships. These limitations require that fuels of vessels in covered Emission Control Areas, or ECAs, contain no more than 1% sulfur. These capped amounts will then decrease progressively until they reach 0.5% by January 1, 2020 for non-ECA areas and 0.1% by January 1, 2015 for ECA areas. Effective August 1, 2012, certain coastal areas of North America were designated ECAs, as will (effective January 1, 2014), the United States Caribbean Sea. The amendments also establish new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. In addition, for vessels 400 gross tons and greater, platforms and drilling rigs, Annex VI imposes various survey and certification requirements.

The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulphur contained in any fuel oil used on board ships. As of January 1, 2012, fuel oil could not contain more than 3.50% sulfur. By January 1, 2020, sulfur content must not exceed 0.50%, subject to a feasibility review to be completed no later than 2018.

Our operation of vessels in international waters are subject to the requirements of Annex VI in those countries that have implemented its provisions. We may incur costs to comply with these revised standards. Rigs and drillships must comply with MARPOL limits on sulfur oxide and nitrogen oxide emissions, chlorofluorocarbons, and the discharge of other air pollutants, except that the MARPOL limits do not apply to emissions that are directly related to drilling, production, or processing activities.

In addition, there are several other regulatory requirements to use low sulfur fuel that are either already in force or are upcoming. The EU Directive 2005/33/EC (or the Directive), amending Directive 1999/32/EC, requiring the use of low sulfur fuel came into force on January 1, 2010. Under this legislation, vessels are required to burn fuel with sulfur content below 0.1% while berthed or anchored in an EU port. As of January 1, 2015, all vessels operating within Emissions Control Areas (ECA) worldwide must comply with 0.1% sulfur requirements. Currently, the only grade of fuel meeting 0.1% sulfur content requirement is low sulfur marine gas oil (or LSMGO). As of July 1, 2010, the reduction of applicable sulfur content limits in the North Sea, the Baltic Sea and the English Channel Sulfur Control Areas will be 0.1%. We do not expect that we will be required to modify any of our drilling rigs to meet any of the foregoing low sulfur fuel requirements. On July 15, 2011, the European Commission also adopted a proposal for an amendment to Directive 1999/32/EC which would align requirements with those imposed by the revised MARPOL Annex VI which introduced stricter sulphur limits.

Our drilling rigs are subject not only to MARPOL regulation of air emissions, but also to the Bunker Convention’s strict liability for pollution damage caused by discharges of bunker fuel in jurisdictional waters of ratifying states. The IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, to impose strict liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended) and to obtain a certificate issued by a State Party attesting that such insurance is in force. The State-issued certificate must be carried on board at all times. P&I Clubs in the International Group issue the required Bunkers Convention “Blue Cards” to enable signatory states to issue certificates. All of our vessels have received “Blue Cards” from their P&I Club and are in possession of a CLC State-issued certificate attesting that the required insurance coverage is in force. With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. We believe that all of our drilling rigs are currently compliant in all material respects with these regulations.

The IMO continues to review and introduce new regulations. It is difficult to accurately predict what additional regulations, if any, may be passed by the IMO in the future and what effect, if any, such regulations might have on our operations.

The IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The BWM Convention will not enter into force until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shipping tonnage. To date, there has not been sufficient adoption of this standard for it to take force. However, Panama may adopt this standard in the relatively near future, which would be sufficient for it to take force. Upon entry into force of the BWM Convention, mid-ocean ballast exchange would be mandatory for our vessels. The U.S. Coast Guard issued a final rule, effective June 20, 2012, for vessels calling on U.S. ports and intending to discharge ballast water equivalent to those set in IMO’s BWM Convention. In addition, our vessels would be required to be equipped with a ballast water treatment system that meets mandatory concentration limits not later than the first intermediate or renewal survey, whichever occurs first, after the anniversary date of delivery of the vessel in 2014, for vessels with ballast water capacity of 1500-5000 cubic meters, or after such date in 2016, for vessels with ballast water capacity of greater than 5000 cubic meters. On March 23, 2012, the U.S. Coast Guard issued amended regulations relating to ballast water management for vessels operating in U.S. waters, with the same phased introduction as the BMW Convention for existing vessels, and mandatory for new ships from December 1, 2013. If mid-ocean ballast exchange is made mandatory throughout the United States or internationally, or if ballast water treatment requirements or options are instituted, the cost of compliance could increase for ocean carriers, and the costs of ballast water treatment may be material.

In addition to the requirements described above, our international operations in the offshore drilling segment are subject to various other international conventions and laws and regulations in countries in which we operate, including laws and regulations relating to the importation of and operation of drilling rigs and equipment, currency conversions and repatriation, oil and gas exploration and development, environmental protection, taxation of offshore earnings and earnings of expatriate personnel, the use of local employees and suppliers by foreign contractors and duties on the importation and exportation of drilling rigs and other equipment. New environmental or safety laws and regulations could be enacted, which could adversely affect our ability to operate in certain jurisdictions. Governments in some countries have become increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and gas and other aspects of the oil and gas industries in their countries. In some areas of the world, this governmental activity has adversely affected the amount of exploration and development work done by major oil and gas companies and may continue to do so. Operations in less developed countries can be subject to legal systems that are not as mature or predictable as those in more developed countries, which can lead to greater uncertainty in legal matters and proceedings.

Numerous governmental agencies issue regulations to implement and enforce the laws of the applicable jurisdiction, which often involve lengthy permitting procedures, impose difficult and costly compliance measures, particularly in ecologically sensitive areas, and subject operators to substantial administrative, civil and criminal penalties or may result in injunctive relief for failure to comply. Some of these laws contain criminal sanctions in addition to civil penalties. Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent and costly compliance or limit contract drilling opportunities, including changes in response to a serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact, such as the April 2010 Deepwater Horizon incident in the Gulf of Mexico, could adversely affect our financial results. While we believe that we are in substantial compliance with the current laws and regulations, there is no assurance that compliance can be maintained in the future.

Implementation of new environmental laws or regulations that may apply to any of our drilling rigs or newbuilds may subject us to increased costs or limit the operational capabilities of our drilling rigs and could materially and adversely affect our operations and financial condition. In addition to the regulatory changes taking place in the United States, other countries have announced that they are undertaking a review of the regulation of the offshore drilling industry following the Deepwater Horizon incident. A discussion of risks relating to environmental regulations can be found under the heading “Risk Factors” of this prospectus.

Our drilling operations in Norway are governed by various regulations relating to environmental safety. The Norwegian Petroleum Act of 29 November 1996, or the Petroleum Act, gives Norway the exclusive right to award licenses for development, exploration and production projects in Norwegian fields. Such licenses are granted by the Norwegian Ministry on Petroleum and Energy, and as holders of such licenses, we are subject to strict liability for any pollution damage suffered as a result of a petroleum leak by facilities for which we hold licenses. Under the Petroleum Act, we are also subject to certain health, safety and environment regulations, which require us to conduct our operations with a reasonable standard of care, taking into consideration the safety of our employees and the environment. Other regulations proscribed by the Norwegian Ministry on Petroleum and Energy and the Norwegian Ministry of the Environment may also affect our operations.

The Norwegian Petroleum Safety Authority oversees technical and operational safety, emergency preparedness and the environment. Each drilling facility operating on the Norwegian Continental Shelf must obtain an Acknowledgement of Compliance, or AOC. The AOC is a government-issued certificate that acknowledges compliance with Norway’s laws and regulations relating to safety and emergency preparedness, drilling rig technical specifications, crew accommodations, management systems, and other requirements. Such

certificates are granted upon successful completion of an inspection by Petroleum Safety Authority, based on information that a company provides about its facility, as well as any information gathered by the Norwegian Petroleum Safety Authority in its follow-up review of a drilling facility. An AOC alone does not grant a company the right to begin operations on the Norwegian Continental Shelf, but it is mandatory for most petroleum operations in that location, including drilling, production, storage, and offloading facilities. All of our drilling rigs meet the specifications required by the Petroleum Safety Authority and we have obtained an AOC for each of our drilling rigs that are currently in operation.

Drilling activities in the United Kingdom, or the U.K., are subject to local environmental regulations. Under the Petroleum Act 1998, oil and gas companies are required to obtain approval from the U.K. Department of Energy and Climate Change, or the DECC prior to the commencement of any drilling activity onshore or on the U.K. Continental Shelf.

Our activities in the U.K. must comply with the regulations adopted by the U.K. Health and Safety Executive, or the HSE, including the Prevention of Fire and Explosion, and Emergency Response (PFEER) Regulations. In order to comply with the U.K. Offshore Installations Regulations 2005, we are also required to submit a periodic safety case report, or Safety Case, to the HSE as a measure of our ability to control risks and appropriately implement health and safety management systems for each of our rigs operating in the U.K. The Safety Cases are subject to revision every five years, however the HSE can require resubmission earlier in the event any of the contents or assumptions of the original Safety Case materially changes during the five year period. The HSE also requires that we keep our operating risks “as low as reasonably practicable,” or ALARP.

It is the responsibility of our clients to obtain acceptance from the DECC prior to commencement of any drilling operations. As of the date of the effectiveness of the registration statement of which this prospectus is a part, two of our units, the West Phoenix and the West Navigator, have obtained acceptance of their Safety Cases for drilling operations in the U.K.

In February 2005, the Kyoto Protocol entered into force. Pursuant to the Kyoto Protocol, adopting countries are required to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which are suspected of contributing to global warming. Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions. However, international negotiations are continuing with respect to a successor to the Kyoto Protocol, which sets emission reduction targets through 2012, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the United States and Canada, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. In addition, in December 2011, the Conference of the Parties to the United Nations Convention on Climate Change adopted the Durban Platform which calls for a process to develop binding emissions limitations on both developed and developing countries under the United Nations Framework Convention on Climate Change applicable to all Parties.

As of January 1, 2013, all ships must comply with mandatory requirements adopted by the MEPC in July 2011 relating to greenhouse gas emissions. All ships are required to follow the Ship Energy Efficiency Management Plans. Now the minimum energy efficiency levels per capacity mile, outlined in the Energy Efficiency Design Index, applies to all new ships. These requirements could cause us to incur additional compliance costs. The IMO is planning to implement market-based mechanisms to reduce greenhouse gas emissions from ships at an upcoming MEPC session. In April 2013, the European Union Parliament rejected proposed changes to the European Union Emissions Law regarding carbon trading. The European Union is still

considering and expansion of the existing European Union emission trading scheme to include emissions of greenhouse gases from marine vessels, including drilling rigs, and in January 2012, the European Commission launched a public consultation on possible measures to reduce greenhouse gas emissions from ships. In the United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety and has adopted regulations to limit greenhouse gas emissions from certain mobile sources and large stationary sources. Although the mobile source emissions regulations do not apply to greenhouse gas emissions from vessels, such regulation of vessels is foreseeable, and the EPA has in recent years received petitions from the California Attorney General and various environmental groups seeking such regulation. Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.

The implementation of the EEDI and SEEMP standards could cause us to incur additional compliance costs. The IMO is also considering the development of market-based mechanisms to reduce greenhouse gas emissions from ships. The European Union has indicated that it intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from marine vessels, and in January 2012 the European Commission launched a public consultation on possible measures to reduce greenhouse gas emissions from ships.

Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union, or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.

Our business depends on the level of activity in the offshore oil and gas industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws, regulations, treaties or international agreements reduce the worldwide demand for oil and gas. In addition, such laws, regulations, treaties or international agreements could result in increased compliance costs or additional operating restrictions, which may have a negative impact on our business.

We are routinely party, as plaintiff or defendant, to claims and lawsuits in various jurisdictions for demurrage, damages, off-hire and other claims and commercial disputes arising from the operation of our drilling rigs, in the ordinary course of our business or in connection with our acquisition activities. We believe that the resolution of such claims will not have a material adverse effect on our operations or financial condition, and currently has no outstanding legal proceeding which we consider to be material.

On April 20, 2012, our wholly-owned subsidiaries Seadrill Norge Holding AS and Seadrill Norge AS issued a writ against the Norwegian tax authorities. The writ challenges their tax re-assessment related to a change of tax jurisdiction for some of our subsidiaries and calculation of taxable gains. Seadrill agreed to pay and indemnify us for all of our liabilities related to this ongoing tax claim with the Norwegian tax authorities in excess of $63 million. Management performed an analysis for uncertain tax positions in the various jurisdictions in which we operate in accordance with ASC Topic 740 Income Taxes. Based on the analysis, a tax liability related to uncertain tax positions of $142.0 million and $63 million was recorded as of December 31, 2012 and December 31, 2011, respectively. On June 28, 2013, we sold to Seadrill all of the shares in Seadrill Norge Holding AS and Seadrill Norge AS. As such, our provision for uncertain tax positions was reduced to $0.1 million at September 30, 2013. See Note 4 to our unaudited interim consolidated financial statements and Note 6 to our audited consolidated and combined consolidated carve-out financial statements, contained herein.

The Bermuda Monetary Authority (the “BMA”) must give permission for all issuances and transfers of securities of a Bermuda exempted company like ours, unless the proposed transaction is exempted by the BMA’s written general permissions. We intend to apply for general permission from the BMA to issue any unissued common shares and for the free transferability of our common shares as long as our common shares are listed on an “appointed stock exchange.” We have applied to list our common shares on the New York Stock Exchange, which is an “appointed stock exchange.” Upon such listing, a general permission issued by the BMA in response to our application would result in our common shares being freely transferable among persons who are residents and non-residents of Bermuda.

Although we are incorporated in Bermuda, we are classified as a non-resident of Bermuda for exchange control purposes by the BMA. Other than transferring Bermuda Dollars out of Bermuda, there are no restrictions on our ability to transfer funds into and out of Bermuda or to pay dividends in currency other than Bermuda Dollars to U.S. residents (or other non-residents of Bermuda) who are holders of our common shares.

In accordance with Bermuda law, share certificates may be issued only in the names of corporations, individuals or legal persons. In the case of an applicant acting in a special capacity (for example, as an executor or trustee), certificates may, at the request of the applicant, record the capacity in which the applicant is acting. Notwithstanding the recording of any such special capacity, we are not bound to investigate or incur any responsibility in respect of the proper administration of any such estate or trust.

We will take no notice of any trust applicable to any of our shares or other securities whether or not we had notice of such trust.

Set forth below are the names, ages and positions of our current directors and executive officers. Each director holds office until his or her term expires at the next annual general meeting of shareholders or until his or her death, resignation, removal or the earlier termination of his or her term of office. All directors whose term expires are eligible for re-election. Officers are appointed from time to time by our board of directors and hold office until a successor is appointed or their employment is terminated. The business address of each of our directors and executive officers listed below is North Atlantic Drilling Ltd., Par-la-Ville Place, 4^th Floor, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda.

Biographical information concerning the directors and executive officers listed above is set forth below.

John Fredriksen has served as our Chairman of the Board since September 2013. Mr. Fredriksen has also served as Chairman of the Board, President and a director of Seadrill since 2005. Mr. Fredriksen has also served since 1997 as Chairman, President, Chief Executive Officer and a director of Frontline, a Bermuda company listed on the NYSE, the Oslo Stock Exchange and the London Stock Exchange; since 2001 as Chairman of the Board, President and a director of Golar LNG Limited, a Bermuda company listed on the Nasdaq Global Market; and since 2004 as Chairman of the Board, President, CEO and a director of Golden Ocean Group, a Bermuda company publicly listed on the Oslo Stock Exchange and on the Singapore Exchange. Mr. Fredriksen is the father of Ms. Cecilie Fredriksen, a member of our Board of Directors.

Kate Blankenship has served as a director of the Company since our inception in February 2011. Mrs. Blankenship has also served as a director of Frontline since 2003 and Seadrill since May 2005. Mrs. Blankenship joined Frontline in 1994 and served as its Chief Accounting Officer and Secretary until October 2005. Mrs. Blankenship has been a director of Ship Finance since October 2003, Seadrill Partners since June 2012, Independent Tankers Corporation Limited since February 2008, Golar LNG Limited since July 2003, Golar LNG Partners LP since September 2007, Golden Ocean since November 2004, and Archer Limited since its incorporation in 2007. She is a member of the Institute of Chartered Accountants in England and Wales.

Paul Leand has served as a director since February 2012. Mr. Leand has been the Chief Executive Officer and director of AMA Capital Partners LLC (“AMA”), an investment bank specializing in the maritime industry since 2004. From 1989 until joining AMA in 1998 Mr. Leand served at the First National Bank of Maryland where he managed the Bank’s Railroad Division and its International Maritime Division. He has worked extensively in the U.S. capital markets in connection with AMA’s restructuring and mergers and acquisitions practices. Mr. Leand serves as a member of American Marine Credit LLC’s Credit Committee and served as a member of the Investment Committee of AMA Shipping Fund I, a private equity fund formed and managed by AMA. Mr. Leand has also served as a director of Ship Finance since 2003, Golar LNG Partners LP since 2011, and Seadrill since April 2013.

Cecilie Fredriksen has served as a director since our inception in February 2011. Ms. Fredriksen has been employed by Frontline Corporate Services Ltd. in London since 2007. Ms. Fredriksen has served as a director of

Aktiv Kapital ASA since 2006, Archer Limited since 2008, Golden Ocean Group Limited since 2008, Ship Finance since 2008, Frontline Ltd. since 2010, Marine Harvest ASA since 2008 and Northern Offshore, Ltd. since 2010. She received a BA in Business and Spanish from the London Metropolitan University in 2006. Ms. Fredriksen is a Norwegian citizen, resident in the United Kingdom. Ms. Fredriksen is the daughter of Mr. John Fredriksen, our Chairman.

Harald Thorstein has served as a director since September 2013. Mr. Thorstein has been employed by Frontline Corporate Services in London since 2011, prior to which he was employed in the Corporate Finance division of DnB NOR Markets from 2008 to 2011, specializing in the offshore and shipping sectors. Mr. Thorstein has an MSc in Industrial Economics and Technology Management from the Norwegian University of Science and Technology. Mr. Thorstein has served as a director of Seadrill Partners LLC since 2012, Ship Finance International Limited since 2011 and Northern Offshore Limited since 2012, and has served as the Chairman of the Board of Directors of Aktiv Kapital AS and Deep Sea Supply plc since May 2013.

Georgina E. Sousa has served as a director since September 2013. Mrs. Sousa has also served as our Secretary since our inception in February 2011. She is currently a director of Golar LNG Limited, a director and the Head of Corporate Administration for Frontline and the Company Secretary of Seadrill. Until January 2007, she was Vice-President-Corporate Services of Consolidated Services Limited, a Bermuda Management Company, having joined the firm in 1993 as Manager of Corporate Administration. From 1976 to 1982 she was employed by the Bermuda law firm of Appleby, Spurling & Kempe as a Company Secretary and from 1982 to 1993 she was employed by the Bermuda law firm of Cox & Wilkinson as Senior Company Secretary.

Alf Ragnar Løvdal has served as our Chief Executive Officer since January 2013. Mr. Løvdal served as Senior Vice President for Seadrill in the Asia Pacific region from April 2009 until December 2012. He was previously Chief Executive Manager of Archer. Mr. Løvdal has nearly 30 years of experience in the oil and gas industry, 20 years of which he was responsible for the well services business for the drilling contractor Smedvig, which Seadrill acquired in early 2006. Mr. Løvdal has held several senior positions including general manager of operations for the mobile units. Prior to his employment with Seadrill, Mr. Løvdal held various positions in different oil service companies, including five years of offshore field experience with Schlumberger. He has a degree in mechanical engineering from Horten Engineering Academy in Norway.

Rune Magnus Lundetræ has served as our Chief Financial Officer since May 2012, and serves as our Chief Financial Officer until the completion of this offering. Mr. Lundetræ is also the Chief Financial Officer of Seadrill Management, a position he has held since February 2012. Before his current position, Mr. Lundetræ was Finance Director for Seadrill Americas from 2010 through 2012 and was employed by Seadrill Europe (an entity within the NADL Businesses) from 2007 through 2010. He also served as Chief Financial Officer for Scorpion Offshore Ltd during 2010 and 2011 after Seadrill acquired a majority stake in the company in July 2010. Prior to joining Seadrill, Mr. Lundetræ worked as an auditor for KPMG and PricewaterhouseCoopers in Stavanger, Norway from 2001 until 2007. Mr. Lundetræ has a degree in management from the London School of Economics in 2001 and a degree in accounting and auditing from the Norwegian School of Business Administration (NHH). He registered as a Certified Public Accountant (CPA) in Norway in 2005.

Ragnvald Kavli has been appointed to succeed Mr. Rune Magnus Lundetræ as our Chief Financial Officer upon the completion of the Underwritten Public Offering and will be employed through North Atlantic Management. Since August 2013, Mr. Kavli has served as our Finance Director. Prior to his current position and since January 2009, Mr. Kavli has held a position in Investor Relations and Corporate Finance of Seadrill Limited and served as a director of such group from August 2012 through August 2013. Prior to joining Seadrill Limited in 2009, Mr. Kavli worked for Nordea Bank, within Shipping Offshore and Oilfield Services. Mr. Kavli has a degree in business administration from the University of Bath and a degree in finance from Macquarie University.

Our board of directors currently consists of six members, of which two are considered “independent” under the rules of the NYSE: Mrs. Blankenship and Mr. Leand.

Our board of directors has established an audit committee that consists of one director, Mrs. Kate Blankenship. Our audit committee is responsible for ensuring that we have an independent and effective internal and external audit system. Additionally, the audit committee supports the board of directors in the administration and exercise of its responsibility for supervisory oversight of financial reporting and internal control matters and maintains appropriate relationships with our auditors. Our board of directors has determined that Mrs. Blankenship qualifies as “independent” under Rule 10A-3 under the Exchange Act, and as an “audit committee financial expert” for purposes of SEC rules and regulations.

Our board of directors will also establish a conflicts committee composed of at least two members of our board of directors to review all transactions that the board of directors believes may involve conflicts of interest, including without limitation, the exercise of the right of first refusal or any waiver of rights under the Cooperation Agreement, and will determine if such transaction and the resolution of the conflict of interest is fair and reasonable to us. At least 50% of the members of the conflicts committee may not be officers or employees of us or directors, officers or employees of Seadrill or its affiliates. Any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us, and not a breach by our directors of any duties any of them may owe us or our shareholders.

Our board of directors may, in the future, establish such other committees as it determines from time to time.

Pursuant to an exception under the NYSE listing standards available to foreign private issuers, we are not required to comply with all of the corporate governance practices followed by U.S. companies under the NYSE listing standards, which are available at www.nyse.com. Pursuant to Section 303.A.11 of the NYSE Listed Company Manual, we are required to list the significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies. Set forth below is a list of those differences.

Independence of Directors. The NYSE requires that a U.S. listed company maintain a majority of independent directors. As permitted under Bermuda law and our Bye-laws, two of six members of our board of directors are independent according to the NYSE’s standards for independence.

Compensation Committee and Nominating/Corporate Governance Committee. The NYSE requires that a listed U.S. company have a compensation committee and a nominating/corporate governance committee of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee. As permitted under Bermuda law and our Bye-laws, we do not currently have a compensation committee or nominating or corporate governance committee.

Executive Sessions. The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year. As permitted under Bermuda law and our Bye-laws, our non-management directors do not regularly hold executive sessions without management and we do not expect them to do so in the future.

Audit Committee. The NYSE requires, among other things, that a listed U.S. company have an audit committee with a minimum of three members. As permitted by Rule 10A-3 under the Exchange Act, our audit committee consists of one independent member of our board of directors. Pursuant to our audit committee charter, the audit committee confers with our independent registered public accounting firm and reviews,

evaluates and advises the board of directors concerning the adequacy of our accounting systems, our financial reporting practices, the maintenance of our books and records and our internal controls. In addition, the audit committee reviews the scope of the audit of our financial statements and results thereof.

Corporate Governance Guidelines. The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Bermuda law and we have not adopted such guidelines.

On September 20, 2013, at our annual general meeting of shareholders, the aggregate remuneration payable to our directors for 2013 was set to a maximum of $400,000. We anticipate that each non-management director will receive compensation for attending meetings of our board of directors, as well as committee meetings. Total compensation to be paid to directors for 2013 is $180,000. In addition, each director will be reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Bermuda law. Further, none of the members of our board of directors or officers will receive any benefits upon termination of their directorships or officers positions.

All references in this prospectus to “our officers” include those officers of North Atlantic Management and Seadrill Management who perform executive officer functions for our benefit. See “Management.” In addition, Seadrill Management provides treasury and financial advisory services, insurance placement and building supervisory services under the Services Agreement. The Services Agreement may be terminated by either party upon one month’s notice. In consideration of the services provided to us, we pay Seadrill Management a fee that includes the operating costs attributable to us plus a margin of 8%. For the nine month period ended September 30, 2013 and the fiscal year ending December 31, 2012, we paid Seadrill Management remuneration for its services in the amount of $21.6 million and $18.9 million, respectively. See “Certain Relationships and Related Party Transactions—Services Agreement.”

During the period from April 1, 2011 (the closing date of the North Atlantic Restructuring) through December 31, 2011, our directors and executive officers were paid aggregate compensation, excluding stock options, of $2.9 million, and exercised stock options of $9.4 million under the Seadrill stock option plan, in relation to their services to us and our parent company Seadrill. We have recorded our share of these costs amounting to $1.2 million, in our consolidated financial statements.

For the year ending December 31, 2012, our directors and executive officers were paid aggregate compensation, excluding stock options, of $8.1 million, and exercised stock options of $12.7 million under the Seadrill stock option plan, in relation to their services to us and our parent company Seadrill. We have recorded our share of these costs, amounting to $2.5 million, in our consolidated financial statements.

On February 14, 2011, our board of directors resolved to establish a share option based incentive plan for our employees and directors, approved a set of rules applicable to the plan and reserved 6,000,000 of our authorized, but unissued common shares for use to satisfy future exercises of options granted under the plan.

Further, our board of directors also resolved that options granted prior to the listing of the underlying shares could be granted at an exercise price equal to the subscription price in the private placement in February 2011, or $8.50 per share.

In addition, on November 7, 2013, our board of directors approved and adopted a restricted stock unit plan, setting forth the rules pursuant to which our board of directors may, at its discretion, grant to eligible employees restricted stock units representing the right to receive common shares of us. As of the date of this prospectus, 278,778 restricted stock units have been granted under this plan, which are scheduled to vest on December 1, 2016. All awards granted under the plan may vest early upon a change of control or a voluntary winding up of us.

As of December 2013, we employed approximately 1,632 people, including contracted labor, in our offices in Stavanger, Bergen and Aberdeen, including 311 onshore employees and 1,321 offshore employees. Some of our employees and our contracted labor, who work in Norway and the United Kingdom, are represented by collective bargaining agreements. As part of the legal obligations in some of these agreements, we are required to contribute certain amounts to retirement funds and pension plans and have restricted ability to dismiss employees. In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance. We consider our relationships with the various unions as stable, productive and professional. At present, there are no ongoing negotiations or outstanding issues.

On February 17, 2011, we entered into an agreement with Seadrill to acquire five harsh environment drilling rigs, by purchasing all of the shares in the Seadrill subsidiaries owning these drilling rigs, and one rig under construction, including all relevant contracts, spares, stores and offshore personnel related to the rigs, which we refer to as the North Atlantic Restructuring. On March 31, 2011, we completed the North Atlantic Restructuring at a purchase price of $2.35 billion, which consisted of a cash payment of $369.8 million, the issuance to Seadrill of 150,000,000 shares valued at $8.50 per share, which will not be part of the Exchange Offer, the issuance of a $500 million 7.75% unsecured bond bearing interest at 7.75% for a term of seven years, and a $210 Million Shareholder Loan from Seadrill.

In April 2011, we issued a $500 million callable senior unsecured bond to Seadrill to partly finance the acquisition of the Acquired Vessels. The bond bears interest at a rate of 7.75% per annum, payable semi-annually in arrears, and matures in full on March 31, 2018. On December 20, 2012, Seadrill sold this bond to Metrogas, a party related to us, with a call option to repurchase the bond in full at a price equal to par plus unpaid accrued interest on the date of repurchase. On May 31, 2013, Seadrill exercised the option to repurchase the bond from Metrogas. As of September 30, 2013 the outstanding balance on the bond was $500 million, and was held entirely by Seadrill.

On October 24, 2011, we entered into a $210 million unsecured loan with Seadrill at an interest rate of 6.0% per annum. We repaid a portion of the loan amounting to $150.0 million on March 27, 2012 by issuing to Seadrill an aggregate of 15,000,000 common shares at $10.00 per share, and the remaining balance was repaid in full in March 2012.

On March 30, 2012, we entered into a $200 million unsecured revolving credit facility with Seadrill, which was increased to $335 million as of June 28, 2013. This facility bears interest at LIBOR plus a margin of 3.0% and matures in January 2015. As of September 30, 2013 and December 31, 2012, the outstanding balance on this facility was $189 million and $175 million, respectively. The remaining outstanding amount of $169 million under this loan was repaid in full in October 2013 with a portion of the proceeds of our NOK 1,500 million senior unsecured bond issue. On November 20, 2013, we irrevocably reduced the amount of borrowings available from $335 million to $85 million by written notice to Seadrill.

In May 2012, we lent Seadrill $60 million with an annual interest rate of Libor plus a margin of 1.9%, of which $10 million was repaid on May 23, 2012 and the balance was repaid in full in July 2012. In June 2012, we lent Seadrill $120 million with an annual interest rate of Libor plus a margin of 1.9%, which was repaid in full in July 2012.

On December 1, 2012, we entered into a $27.5 million unsecured loan facility with Seadrill. As of September 30, 2013, we have fully repaid this loan.

In May 2011, we entered into an agreement to acquire a harsh environment jack-up rig, the West Linus, which is currently under construction at Jurong, from Seadrill for $90 million, the price that Seadrill had paid Jurong for the initial installment according to the construction contract.

In June 2013, we entered into a combined sale and leaseback arrangement pursuant to which we sold all of the shares of North Atlantic Linus Ltd., our wholly-owned subsidiary that has the contract for the construction of the West Linus, to Ship Finance. The West Linus is currently under construction at Jurong, and upon its scheduled delivery in January 2014, the drilling rig will be chartered back to us on a bareboat charter for a period of 15 years from commencement of its operations at a contracted daily rate of $222,000 for the first five years and an average of approximately $115,000 for the remaining ten years.

The purchase price to be paid by Ship Finance will be the market value of the rig on the day it is delivered from Jurong determined as the average of valuations obtained from two independent rig brokers on a charter free basis, but shall not in any event exceed $600 million. We received $195 million of the purchase price at the closing of the agreement, while the remaining balance of the purchase price is payable upon delivery of the rig. Ship Finance has secured financing of the purchase price for the West Linus through a combination of cash and debt. We are responsible for paying the final yard installment plus other project costs and variation orders for the construction of the West Linus, which will be financed through cash we expect to receive from Ship Finance in connection with the combined sale and leaseback of the rig.

We have been granted four purchase options on each of the fifth, eighth, tenth and fifteenth anniversary of commencement of operations to repurchase the rig for $370 million, $295 million, $245 million and $170 million, respectively. Ship Finance has an option to sell the acquired shares back to us with immediate effect for an amount equal to all cash payments made by Ship Finance plus interest and expenses, if the rig has not been successfully delivered from the yard and unconditionally accepted by us by February 28, 2014. Ship Finance also has an option to sell the rig back to us at the end of the charter period for $100 million if we do not exercise our call options. Seadrill has granted a guarantee in the principal amount of up to $525 million issued in favor of Ship Finance, which will become payable in the event that the West Linus is not unconditionally accepted by us prior to June 30, 2014.

In accordance with U.S. GAAP, we have determined that SFL Linus Ltd. (formerly named North Atlantic Linus Ltd.), the Ship Finance subsidiary which will own the rig, is a variable interest entity, or VIE, and that we are the primary beneficiary of the risks and rewards connected with the ownership of the rig and the charter contract. Accordingly, the VIE is consolidated in our financial statements. We did not record any gain or loss from the sale of the unit in our financial statements, as it will continue to be reported as an asset at its original cost on our balance sheet. At September 30, 2013, the unit is reported under Newbuildings on our balance sheet.

In March 2011, we issued an aggregate of 150,000,000 of our common shares to Seadrill in connection with the closing of the North Atlantic Restructuring.

On March 27, 2012, we completed a private placement of 30,000,000 of our common shares, of which Seadrill purchased 15,000,000 common shares. The proceeds from this private placement were partially used to fully repay our outstanding indebtedness to Seadrill under the Shareholder Loan.

Only non-affiliate shareholders who acquired common shares in the private placements can take part in the Exchange Offer.

At December 31, 2012, we had a liability for an uncertain tax position of $142 million related to the move of legal entities to a new tax jurisdiction and the use of the U.S. dollar as the functional currency for tax reporting purposes, and an asset of $79 million related to an indemnity which Seadrill had given to us for any associated tax claims exceeding $63 million which is discussed in further detail in Note 6 to our audited consolidated and combined consolidated financial statements, included herein. On June 28, 2013, we sold to Seadrill all of the shares of Seadrill Norge Holding AS and Seadrill Norge AS, our wholly-owned subsidiaries, which were counterparties to the tax dispute. As such, our provision for uncertain tax positions was reduced to $0.1 million at September 30, 2013.

In addition, the Company has agreed to reimburse Seadrill for all claims made against Seadrill under the performance guarantees.

The following performance guarantees issued by Seadrill are currently outstanding:

We rely on certain current executive officers of Seadrill who are employed through Seadrill Management, to perform services for our benefit and who are responsible for our day-to-day management pursuant to the Services Agreement, subject to the direction and oversight of our board of directors. Prior to April 2013, the services provided by Seadrill Management were provided by Seadrill Management AS on similar terms. Mr. Alf Ragnar Løvdal was appointed to serve as our Chief Executive Officer effective as of January 1, 2013 and is employed through North Atlantic Management. Mr. Rune Magnus Lundetræ has been appointed to serve as our Chief Financial Officer until the time that we become a public reporting company. In addition, Mr. Ragnvald Kavli, the former Director of Investor Relations and Corporate Finance of Seadrill and our current Finance Director, has been appointed to succeed Mr. Rune Magnus Lundetræ as our Chief Financial Officer effective upon the completion of the Underwritten Public Offering and will be employed through North Atlantic Management. All references in this prospectus to “our officers” include those officers of North Atlantic Management and Seadrill Management who perform executive officer functions for our benefit. See “Management.”

In addition, Seadrill Management provides treasury and financial advisory services, insurance placement and building supervisory services under the Services Agreement. The Services Agreement may be terminated by either party upon one month’s notice. In consideration of the services provided to us, we paid Seadrill Management AS a fee that includes the operating costs attributable to us plus a margin of 5% and, effective as of January 2013, we pay Seadrill Management a fee that includes the operating costs attributable to us plus a margin of 8%. For the nine month period ended September 30, 2013 and the year ending December 31, 2012, we paid Seadrill Management remuneration for its services in the amount of $21.6 million and $18.9 million, respectively.

We also receive corporate, secretarial and certain other administrative services relating to the jurisdiction of Bermuda from Frontline Management under the Services Agreement with Seadrill Management. Frontline Management is a wholly-owned subsidiary of Frontline Ltd., a company in which Hemen Holding Limited is a principal shareholder. As of December 31, 2013, Hemen Holding held approximately 0.73% of our shares and has an indirect interest in us through its ownership in Seadrill. In addition, as of December 31, 2013, Hemen Holding had a total return swap agreement with underlying exposure to 3,530,000 shares of us.

The West Hercules, a harsh environment, semi-submersible drilling rig, is owned by a wholly-owned subsidiary of Ship Finance, a related party, and is controlled by Seadrill through a bareboat charter agreement that expires in 2023. Until October 31, 2013, we operated and managed this rig pursuant to an operational bareboat charter agreement that we entered into with Seadrill in July 2012. We have subsequently entered into a management agreement with Seadrill which replaced the bareboat charter agreement effective from November 1, 2013, pursuant to which we continue to operate and manage the West Hercules while it is employed under the drilling contract with Statoil. Details of the respective agreements are as follows:

In July 2012, we entered into a bareboat charter agreement with Seadrill for the operation of the West Hercules. Under the terms of the agreement, we leased the West Hercules from Seadrill at a daily rate of $214,389 which was due to increase to $229,326 as of January 31, 2014, and operated the rig in Norway under a four year contract with Statoil which commenced on January 31, 2013. North Atlantic Management provided management services for the West Hercules during the drilling contract with Statoil and was responsible for, among other things, budgeting and accounting functions, technical management, staffing and commercial management of the customer and suppliers.

We have agreed to assign the West Hercules drilling contract with Statoil to Seadrill and terminate the existing bareboat charter agreement between us and Seadrill effective from November 1, 2013 which is conditioned on our receipt of Statoil’s consent to proceed with such contract assignment prior to January 1, 2014. No compensation was payable by Seadrill in exchange for the assignment, nor was any compensation payable by us to Seadrill for the cancellation of the existing bareboat charter agreement.

We have entered into a management agreement with Seadrill containing the following key terms:

Effective November 1, 2013, subject to Statoil’s consent to the drilling contract assignment from us to Seadrill.

Expires on the date on which the drilling contract with Statoil is terminated or expires or the rig leaves Norwegian territorial waters.

We will be responsible for the technical operation, including manning the rig, supply of consumables, repairs and maintenance, regulatory compliance and other commercial management such as invoicing the client and dispute resolution.

All direct costs incurred by us as a consequence of the provision of services under the management agreement will be reimbursed by Seadrill with no mark up. These direct costs include normal and special operating costs, catering, commissions to agents and brokers, insurance, Seadrill corporate management and operational support fees, and other direct costs.

The management fee is approximately $34,500 per day, plus a bonus of $500 per day for each percentage point the economic utilization exceeds 95%, and the fee and bonus will be reviewed annually during the month of December each year based upon an analysis of the actual costs for the provision of services during the prior year then ending.

Archer Limited (OSE:ARCHER), a Bermuda oil service company in which Seadrill has a 39.9% equity interest, provides us with engineering services. We paid Archer Limited remuneration for its services in the amount of $3.6 million for the nine month period ended September 30, 2013 and $3.0 million for the year ended December 31, 2012, which we believe is comparable to market terms.

Prior to the closing of the Underwritten Public Offering, we will enter into a cooperation agreement, or the Cooperation Agreement, with Seadrill Limited. The following discussion describes certain provisions of the Cooperation Agreement.

Under the Cooperation Agreement, Seadrill will agree, and will cause its controlled affiliates, to provide us with a right of first refusal to participate in any business opportunity, or a North Atlantic Business Opportunity, identified by Seadrill Limited or its controlled affiliates for drilling activities in the North Atlantic Region, which includes only the territorial waters and outer continental shelf jurisdiction of (i) Norway, (ii) the United Kingdom, (iii) Ireland, (iv) Denmark, (v) the Netherlands, (vi) the east coast of Greenland, (vii) Russia (west of the island of Diksonskiy), and (viii) all countries within the Baltic Sea and the Gulf of Bothnia. We will generally have between thirty (30) and ninety (90) days to either accept or reject such opportunity. If we reject or do not timely accept the North Atlantic Business Opportunity, Seadrill or its controlled affiliates may pursue the North Atlantic Business Opportunity. Seadrill Partners LLC is expressly excluded from the Seadrill affiliates subject to the Cooperation Agreement.

We will agree, and will cause our controlled affiliates, to provide Seadrill Limited or its controlled affiliates (other than us or our subsidiaries) with a right of first refusal to participate in any business opportunity, or a Seadrill Business Opportunity, identified by us for drilling activities outside of the North Atlantic Region. Seadrill will generally have between thirty (30) and ninety (90) days to either accept or reject such opportunity. If Seadrill rejects or does not timely accept the Seadrill Business Opportunity, we may pursue the Seadrill Business Opportunity.

Under the Cooperation Agreement, a conflicts committee will review all transactions that the board of directors believes may involve conflicts of interest, including exercise of the right of first refusal described in the two preceding paragraphs, or any waiver of our rights under the Cooperation Agreement and will determine such transaction and the resolution of the conflict of interest is fair and reasonable to us. At least 50% of the members of the conflicts committee may not be officers or employees of us or directors, officers or employees of our controlling shareholder or its affiliates. Any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us, and not a breach by our directors of any duties any of them may owe us or our shareholders.

The Cooperation Agreement has a five (5) year term and shall terminate with immediate effect in the event Seadrill ceases to beneficially own a majority of our outstanding common shares. The Cooperation Agreement may be amended or terminated at any time upon the written agreement of the parties.

The following are the related party balances as of September 30, 2013 and December 31, 2012:

Receivables and payables with related parties arise when the we pay an invoice on behalf of a related party and vice versa. Receivables and payables are generally settled monthly in arrears. Amounts due to Seadrill and its subsidiaries under business operations are unsecured, interest-free and intended to be settled in the ordinary course of business. Interest charged relating to the bond loan and shareholder loan to Seadrill was $43.5 million for the year ended December 31, 2012 and $33.9 million for the nine months ended September 30, 2013. Interest earned on the loan to Seadrill for the year ended December 31, 2012 was $0.2 million.

The following table sets forth the beneficial ownership of common shares as of the date of this prospectus and upon completion of this offering and our concurrent Underwritten Public Offering held by beneficial owners of 5% or more of our common shares and by all of our directors and officers as a group. All of our shareholders, including the shareholders listed in the table below, are entitled to one vote for each common share held.

We sold the Original Shares in private offerings, including the February 2011 Private Offering and the March 2012 Private Offering, which were made to professional investors and eligible counterparties in Norway in reliance on Regulation S under the Securities Act. All of the Original Shares are registered in the name of DNB Global Companies Registrars Section, as VPS Registrar, and all beneficial ownership positions in the Original Shares are held through the Norwegian VPS system.

To participate in the Exchange Offer, you must execute or agree to be bound by the letter of transmittal, through which you will represent to us, among other things, that:

Based on existing interpretations of the SEC staff with respect to similar transactions that did not involve the issuer of securities or its affiliates, we believe that the Exchange Shares issued pursuant to the Exchange Offer in exchange for Original Shares may be offered for resale, resold and otherwise transferred by holders thereof without compliance with the registration and prospectus delivery provisions of the Securities Act if:

Any holder who tenders in this Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Shares:

This prospectus, as it may be amended or supplemented from time to time, may be used for an offer to resell or other transfer of Exchange Shares only as specified in this prospectus. Only broker-dealers that acquired the Original Shares as a result of market-making activities or other trading activities may participate in this Exchange Offer. Each participating broker-dealer who receives Exchange Shares for its own account in exchange for Original Shares that were acquired by such broker-dealer as a result of market-making or other trading activities will be required to acknowledge that it will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale by it of Exchange Shares to the extent required by applicable law or regulation or SEC pronouncement. The letter of transmittal that accompanies this prospectus states that by acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

This Exchange Offer is not being made to, nor will we accept tenders for exchange from, holders of Original Shares in any jurisdiction in which the Exchange Offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any and all Original Shares validly tendered and not properly withdrawn prior to 5:00 p.m., New York City time (11:00 p.m. Oslo time), on the Expiration Date. The Exchange Offer will remain open for at least 20 full business days (as required by Exchange Act Rule 14e-1(a)) and will expire at 5:00 p.m., New York City time (11:00 p.m. Oslo time), on February 27, 2014, or such later date and time to which we extend it. Holders may tender some or all of their Original Shares pursuant to the Exchange Offer. The date of acceptance for exchange of the Original Shares, and completion of the Exchange Offer, will be the exchange

date, which will be one to two business days following the Expiration Date (unless such period is extended as described in this prospectus). The Exchange Shares issued in connection with this Exchange Offer will be delivered promptly following the exchange date.

The form of the Exchange Shares will be substantially the same as the form of the Original Shares except that the Exchange Shares have been registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof.

As of the date of this prospectus, we have issued 230,003,000 common shares. This prospectus and the letter of transmittal are being sent to all registered holders of Original Shares other than our affiliates.

We intend to conduct this Exchange Offer in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Original Shares that are not tendered for exchange in this Exchange Offer will remain outstanding. We shall be deemed to have accepted validly tendered Original Shares when, as and if we have given oral or written notice thereof to the Exchange Agent.

Holders who tender Original Shares in the Exchange Offer will not be required to pay brokerage commissions or fees or, subject to the section below entitled “Transfer Taxes,” transfer taxes with respect to the exchange of Original Shares pursuant to the Exchange Offer. We will pay all charges and expenses, other than certain applicable taxes in certain circumstances, in connection with the Exchange Offer. See “Fees and Expenses.”

If any tendered Original Shares are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the Original Shares, without expense, to the tendering holder promptly after the Expiration Date.

The term “Expiration Date” means 5:00 p.m., New York City time (11:00 p.m. Oslo time), on , 2014, unless we, in our sole discretion, extend the Exchange Offer, in which case the term “Expiration Date” means the latest date and time to which we extend the Exchange Offer. To extend the Expiration Date, we will notify the Norwegian Exchange Agent of any extension by written notice. We will notify holders of the Original Shares of any extension by press release or other public announcement. In the event of an extension of the exchange offer, the Company undertakes to issue public notice thereof no later than 9 a.m. Eastern Time on the next business day after the scheduled expiration date of the exchange offer in accordance with the Exchange Act Rule 14e-1(d). If the Exchange Offer is extended, the maximum period for which the Exchange Offer will remain in effect will be 90 days from the date the registration statement, of which this prospectus is a part, is declared effective by the SEC, unless otherwise required by applicable law or regulation.

We reserve the right to amend the terms of the Exchange Offer in any manner. In the event of any material change in the Exchange Offer, including the waiver of any material condition of the Exchange Offer, we will extend the offer period for at least five business days following notice of the material change. In addition, if we determine that any of the events set forth under “—Conditions of the Exchange Offer” has occurred, we also reserve the right, in our sole discretion, to:

If we do so, we will give written notice of this delay in acceptance, extension, termination, waiver or exchange to the Norwegian Exchange Agent. If the amendment constitutes a material change to the Exchange Offer, we will promptly disclose such amendment by giving written notice to the holders of Original Shares, by press release or other public announcement. Any Original Shares that have been tendered for exchange but that are not exchanged for any reason will be returned to you without cost promptly after withdrawal, rejection of tender or termination of the Exchange Offer.

We have appointed DNB Bank ASA as our Norwegian Exchange Agent in connection with the Exchange Offer for purposes of obtaining the required documents from our shareholders to tender Original Shares in the Exchange Offer. Computershare, our transfer agent, will act as our agent in connection with the Exchange Offer for purposes of exchanging Exchange Shares for Original Shares. To participate in the Exchange Offer, you must properly tender your Original Shares to the Norwegian Exchange Agent as described below. We will only issue Exchange Shares in exchange for Original Shares that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the letter of transmittal, and you should follow carefully the instructions on how to tender your Original Shares. It is your responsibility to properly tender your Original Shares. We have the right to waive any defects in your tender. However, we are not required to waive any defects, and we and the Norwegian Exchange Agent are not required to notify you of defects in your tender.

If you have any questions or need help in exchanging your Original Shares, please contact the Norwegian Exchange Agent at the address or telephone number described below.

To tender your Original Shares in the Exchange Offer, you must, on or before the Expiration Date:

Neither we nor the Norwegian Exchange Agent will be responsible for the communication of tenders by holders to the accountholders in VPS through which they hold Original Shares or by such accountholders to the Norwegian Exchange Agent.

Holders will not be responsible for the payment of any fees or commissions to the Norwegian Exchange Agent for the tender of the Original Shares.

In no event should a holder submitting a tender for exchange send a letter of transmittal to any agent of ours other than the Norwegian Exchange Agent.

You may elect to receive the Exchange Shares through a Direct Registration System Account at the Company’s U.S. transfer agent, Computershare Trust Company, N.A. (“Computershare”). The Direct Registration System is a method of recording shares of stock electronically in book-entry form. In order to hold shares of the Company in DRS, a shareholder must open an account with Computershare. If you elect to hold your Exchange Shares in DRS, you will receive an account statement from Computershare. Please refer to the letter of transmittal accompanying this prospectus.

Holders may contact the Norwegian Exchange Agent for assistance in filling out and delivering letters of transmittal and for additional copies of the Exchange Offer materials.

To be tendered effectively, a letter of transmittal and other required documents must be received by the Norwegian Exchange Agent at its address set forth under “—Exchange Agent” below prior to the Expiration Date.

If you do not withdraw your tender before the Expiration Date, your tender will constitute an agreement between you and us in accordance with the terms and conditions in this prospectus and in the letter of transmittal.

The method of delivery of the letter of transmittal and all other required documents to be delivered to the Norwegian Exchange Agent is at your election and risk. Instead of delivery by mail, it is recommended that you use an overnight or hand delivery service. In all cases, you should allow sufficient time to ensure delivery to the Norwegian Exchange Agent before the Expiration Date. No letter of transmittal should be sent to us. You may request your brokers, dealers, commercial banks, trust companies or nominees to effect these transactions on your behalf.

If your Original Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Original Shares, then you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on behalf of a registered owner, you must, prior to completing and executing a letter of transmittal, either make appropriate arrangements to register ownership of the Original Shares in your name or obtain a properly completed power of attorney or other proper endorsement from the registered holder. We strongly urge you to act immediately since the transfer of registered ownership may take considerable time.

If a letter of transmittal or any notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Evidence satisfactory to us of their authority to so act must be submitted with such letter of transmittal unless waived by us.

You may withdraw your tender of Original Shares at any time prior to the Expiration Date.

For a withdrawal of tendered Original Shares to be effective, a written notice of withdrawal must be received by the Norwegian Exchange Agent, at its address set forth in the section of this prospectus entitled “—Norwegian Exchange Agent,” prior to the Expiration Date.

All questions as to the validity, form and eligibility, including time of receipt, of such notices will be determined by us, and our determination shall be final and binding on all parties. Any Original Shares withdrawn will be considered not to have been validly tendered for exchange for the purposes of the Exchange Offer. Any Original Shares that have been tendered for exchange but that are not exchanged for any reason will be returned to you without cost promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Original Shares may be re-tendered by following one of the procedures described above in “—Procedures for Tendering” at any time on or prior to the Expiration Date.

If you tender Original Shares for exchange, you will not be obligated to pay any transfer taxes unless you instruct us to register your Exchange Shares in a different name or if a transfer tax is imposed for a reason other than the exchange of Original Shares pursuant to this Exchange Offer. If you request that your Original Shares not tendered or not accepted in the Exchange Offer be returned to a different person, you will be responsible for the payment of any applicable transfer tax.

Prior to the listing of the Exchange Shares on a stock exchange that is recognized by the Bermuda Monetary Authority as an “appointed stock exchange”, the issue of the Exchange Shares and their free transferability are subject to the permission of the Bermuda Monetary Authority. The Company intends to apply for such permission as well as for the listing of the Exchange Shares on the New York Stock Exchange, which qualifies as an “appointed stock exchange.”

Notwithstanding any other provisions of the Exchange Offer, we will not be required to accept for exchange, or to issue Exchange Shares in exchange for, any Original Shares and may terminate or amend the Exchange Offer, if at any time before the Expiration Date, that acceptance or issuance would violate applicable law or any interpretation of the staff of the SEC.

That condition is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. Our rights described in the prior paragraph are ongoing rights, which we may assert at any time and from time to time.

In addition, we will not accept for exchange any Original Shares tendered, and no Exchange Shares will be issued in exchange for any Original Shares, if at any time before the Expiration Date any stop order shall be threatened or in effect with respect to the registration statement on Form F-4 to which this prospectus relates. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order as promptly as practicable.

We will bear the expenses of soliciting tenders in the Exchange Offer. The principal solicitation for tenders in the Exchange Offer is being made by mail. Additional solicitations may be made by our officers and regular employees in person, by facsimile or by telephone.

We have not retained any dealer-manager in connection with the Exchange Offer and will not make any payments to brokers, dealers or other persons soliciting acceptances of the Exchange Offer. We will, however, pay the Norwegian Exchange Agent reasonable and customary fees for their services and reimburse them for their reasonable and documented out-of-pocket expenses in connection with these services. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable and documented out-of-pocket expenses they incur in forwarding copies of the prospectus, letters of transmittal and related documents to the beneficial owners of the Original Shares and in handling or forwarding tenders for exchange.

We will pay the expenses to be incurred in connection with the Exchange Offer, including fees and expenses of the Exchange Agent, printing, accounting and legal fees.

Participation in this Exchange Offer is voluntary, and you should carefully consider whether to participate. You are urged to consult your financial and tax advisors in making your own decision as to what action to take.

Exchange Shares are identical to Original Shares except that Exchange Shares are registered under the Securities Act and, therefore, will not bear legends restricting their transfer. See “Description of Capital Stock.”

The following is a description of the material terms of our Memorandum of Association and Bye-laws currently in effect. Because the following is a summary, it does not contain all of the information that you may find useful. For more complete information, see our Memorandum of Association and Bye-laws, copies of which are attached hereto as exhibits to the registration statement, of which this prospectus is a part.

Our purpose, as stated in our Memorandum of Association, is to engage in any lawful act or activity for which companies may be organized under the Bermuda Companies Act of 1981, or the Companies Act.

Under our Memorandum of Association, our authorized share capital is $2,000,000,000 divided into 400,000,000 shares, each with a par value of $5.00. Currently, there are 230,003,000 shares (including 2,373,863 shares held as treasury shares) issued and outstanding. Upon completion of this offering, we will have outstanding common shares.

On February 11, 2011, we issued 3,000 common shares to Seadrill in connection with our formation.

On February 16, 2011, we issued 50,000,000 common shares in a private transaction exempt from registration under the Securities Act.

In March 2012, we issued 30,000,000 common shares in a private transaction exempt from registration under the Securities Act, of which Seadrill purchased 15,000,000 common shares.

On November 19, 2012, we effected a consolidation of our common shares through a one-for-five reverse stock split. The resulting repurchased fractional shares are held by us as treasury shares. Following this reverse stock split we have 230,003,000 shares outstanding (including 2,373,863 treasury shares, which include 40 shares that were repurchased by us in lieu of issuing fractional shares).

Concurrently with this offering, we will offer to exchange all of the unregistered common shares we previously issued in the 2011 Private Placement and March 2012 Private Placement, other than common shares owned by Seadrill or other affiliates of ours, for common shares that have been registered under the Securities Act, which we refer to as the Exchange Offer. The Exchange Offer will be made only by means of a prospectus and a related letter of transmittal. See “Business—Exchange Offer.”

Shareholders are entitled to one vote for each share held of record on all matters submitted to a vote of our shareholders. Holders of common shares are entitled to receive, ratably, all dividends, if and when declared by our board of directors, out of funds legally available for dividends, subject to any preferred dividend right of

holders of any preference shares. Holders of common shares do not have pre-emptive, subscription, redemption, conversion or sinking fund rights, and do not have any cumulative voting rights. The rights, preferences and privileges of holders of our common shares are subject to the rights of the holders of any preferred shares which we may issue in the future. Directors to be elected by shareholders require a simple majority of votes cast at a meeting at which a quorum is present. For all other matters, unless a different majority is required by law or our Bye-laws, resolutions to be approved by shareholders require approval by a simple majority of votes cast at a meeting at which a quorum is present.

Upon liquidation, dissolution or winding up of the Company, under Bermuda law, shareholders will be entitled to receive, ratably, our net assets available after the payment of all our debts and liabilities and any preference amount owed to any preference shareholders.

Special rights attaching to any class of our shares may be altered or abrogated with the consent, in writing, of not less than 75% of the issued shares of that class, or with the sanction of a resolution passed at a separate general meeting of the holders of such shares voting in person or by proxy.

Our Bye-laws currently provide that the number of directors shall be such number not less than two, or as the shareholders by ordinary resolution may from time to time determine. At the 2013 annual general meeting held on September 20, 2013, our shareholders set the maximum number of directors to eight. Our board of directors currently consists of six members. Directors shall serve until re-elected or their successors are appointed at the next annual general meeting of shareholders.

Under the Companies Act, subject to a company’s bye-laws, the shareholders of a company may, at a special general meeting called for that purpose, remove any director. Any director whose removal is to be considered at such a special general meeting is entitled to receive not less than 14 days’ notice and shall be entitled to be heard at the meeting. A vacancy created by the removal of a director at a special general meeting may be filled at that meeting by the election of another director or in the absence of such election, by the other directors.

Under our Bye-laws, annual meetings of shareholders will be held at such times and places as our board of directors shall designate each calendar year. Special meetings of shareholders may be called by our board of directors at any time and, pursuant to Bermuda law, special meetings must be called at the request of shareholders holding at least 10% of our paid-up share capital carrying the right to vote at general meetings. Under our Bye-laws, at least five days’ notice of an annual meeting or any special meeting must be given to each shareholder entitled to vote at that meeting. Under Bermuda law, accidental failure to give notice will not invalidate proceedings at a meeting. Our board of directors may set a record date at any time before or after any date on which such notice is dispatched.

Under Bermuda law, in the event of an amalgamation of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favor of the amalgamation and is not satisfied that fair value has been offered for such shareholder’s shares may, within one month of notice of the shareholders meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares.

Class actions and derivative actions are generally not available to shareholders under Bermuda law. Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a

company to remedy a wrong to the company where the act complained of is alleged, to be beyond the corporate power of the company, or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it. However, generally a derivative action will not be permitted where there is an alternative action available that would provide an adequate remedy. Any property or damages recovered by derivative action go to the company, not to the plaintiff shareholders. When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company or that the company be wound up.

A statutory right of action is conferred on subscribers to shares of a Bermuda company against persons (including directors and officers) responsible for the issue of a prospectus in respect of damage suffered by reason of an untrue statement contained in the prospectus, but this confers no right of action against the Bermuda company itself. In addition, subject to any limitations that may be contained in the company’s bye-laws a shareholder may bring a derivative action on behalf of the company to enforce a right of the company (as opposed to a right of its shareholders) against its officers (including directors) for breach of their statutory and fiduciary duty to act honestly and in good faith with a view to the best interests of the company.

Our Bye-laws contain provisions whereby each shareholder agrees that the liability of our officers shall be limited, and further agrees to waive any claim such shareholder may have, whether individually or derivatively, against our officers in respect of the officer’s performance of his or her duties, and to indemnify and hold harmless its officers in respect of any liability attaching to such officer incurred by him or her as an officer of the Company. The restrictions on liability, the indemnity and the waiver do not extend to any liability of an officer for fraud or dishonesty.

Limitations on Director Liability and Indemnification of Directors and Officers

Bermuda law permits the bye-laws of a Bermuda company to contain provisions excluding personal liability of a director, alternate director, officer, member of a committee authorized under the company’s bye-laws, resident representative or their respective heirs, executors or administrators to the company for any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the officer or person may be guilty. Bermuda law also grants companies the power, generally, to indemnify directors, alternate directors and officers of the company and any member of a committee authorized under the company’s bye-laws, resident representatives or their respective heirs, executors or administrators if any such person was or is a party, or threatened to be made a party, to a threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director, alternate director or officer of the company or member of a committee authorized under the company’s bye-laws, resident representative or their respective heirs, executors or administrators or was serving in a similar capacity for another entity at the company’s request.

Our Bye-laws provide that our current directors, officers, resident representative and members of our board committees shall be indemnified out of the funds of the Company from and against all civil liabilities, loss, damage or expense incurred or suffered by him or her as such director, officer, resident representative or committee member, and the indemnity extends to any person acting as a director, officer, resident representative or committee member of the Company, in the reasonable belief that he or she has been so appointed or elected notwithstanding any defect in such appointment or election. Such indemnity shall not extend to any matter which would render it void pursuant to the Companies Act.

The registrar and transfer agent for our shares of common shares is Computershare Trust Company, N.A.

Our corporate affairs are governed by our Memorandum of Association and Bye-laws and by the Companies Act. You should be aware that the Companies Act differs in certain material respects from the laws generally applicable to U.S. companies incorporated in the State of Delaware. Accordingly, you may have more difficulty protecting your interests under Bermuda law in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction, such as the State of Delaware. The following table provides a comparison between the statutory provisions of the Companies Act and the Delaware General Corporation Law relating to shareholders’ rights.

The following is a discussion of the material Bermuda, U.S. federal income and Norway tax considerations relevant to an investment decision by a U.S. Holder with respect to the Exchange Shares and the Exchange Offer. This discussion does not purport to deal with the tax consequences of owning common shares or participation in the Exchange Offer to all categories of investors, some of which, such as dealers in securities, U.S. Holders whose functional currency is not the United States dollar and investors that own, actually or under applicable constructive ownership rules, 10% or more of our common shares, may be subject to special rules. This discussion deals only with holders who exchange their unregistered common shares for registered common shares in connection with the Exchange Offer and hold the common shares as a capital asset.

EACH PROSPECTIVE INVESTOR IS ENCOURAGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE EXCHANGE OFFER, OWNERSHIP, ACQUISITION AND DISPOSITION OF OUR COMMON STOCK, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL ESTATE AND GIFT TAX LAWS, AND ANY APPLICABLE TAX TREATY.

A holder of Original Shares who is a non-resident of Bermuda will not be subject to any tax on the exchange of Original Shares for Exchange Shares pursuant to the Exchange Offer. Bermuda shareholders are encouraged to consult their own tax advisors regarding possible Bermuda taxes with respect to the exchange of Original Shares for Exchange Shares.

A U.S. Holder will not recognize gain or loss for U.S. federal income tax purposes on the exchange of Original Shares for Exchange Shares pursuant to the Exchange Offer. A U.S. Holder’s tax basis in his Exchange Shares will equal his tax basis in the Original Shares. A U.S. Holder’s holding period for U.S. federal income tax purposes of the Exchange Shares will include his holding period of the Original Shares.

In the opinion of Wiersholm AS, our Norwegian counsel, the following are the material Norwegian tax consequences to Norwegian holders of our common shares if they participate in the Exchange Offer.

A holder of Original Shares should not be subject to any tax in Norway upon the exchange of Original Shares for Exchange Shares pursuant to the Exchange Offer. We have applied to list the Exchange Shares for trading on the NYSE. As part of the NYSE listing and the Exchange Offer, Original Shares that have been tendered for exchange will be deregistered from the Norwegian Securities Registry and the newly issued Exchange Shares will be registered pursuant to the Securities Act and recorded on our books and records and with our transfer agent in the United States under a new ISIN/CUSIP. Following the Exchange Offer, (i) the number of our shareholders will not change; (ii) the ownership of Original Shares will not change; and (iii) the value of such shares will be the same both prior to and after completion of the Exchange Offer and the listing of the Exchange Shares. In addition, participants in the Exchange Offer will not receive any consideration in connection with the exchange of Original Shares for Exchange Shares.

In general, for a disposition of shares to qualify as a taxable event under Norwegian law there is a condition that the Shareholder gives up his ownership position in the Company. That does not happen in relation to de-

registration and listing of the Shares on the NYSE. The Shareholders will own exactly the same number of shares at the same value subsequent to the listing on the NYSE as they did before. For the foregoing reasons, in the opinion of Wiersholm AS, the exchange of Original Shares for Exchange Shares pursuant to the Exchange Offer, where the Exchange Shares will be identical to the Original Shares except that the Exchange Shares have been registered under the Securities Act, should not be subject to Norwegian capital gain tax.

The following requirements apply only to broker-dealers. If you are not a broker-dealer as defined in Section 3(a)(4) and Section 3(a)(5) of the Exchange Act, these requirements do not affect you.

Each broker-dealer that receives Exchange Shares for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Shares. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Shares received in exchange for Original Shares where such Original Shares were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 120 days from the last date on which Original Shares are accepted for exchange, we will amend or supplement this prospectus, if requested by any broker-dealer for use in connection with any resale of Exchange Shares received in exchange for Original Shares.

We will not receive any proceeds from any sale of Exchange Shares by broker-dealers.

Exchange Shares received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Shares or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any Exchange Shares.

Any broker-dealer that resells Exchange Shares that were received by it for its own account in the Exchange Offer and any broker or dealer that participates in a distribution of those Exchange Shares may be deemed to be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of Exchange Shares and any commissions or concessions received by any of those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of up to 120 days from the last date on which Original Shares are accepted for exchange, we will promptly send additional copies of this prospectus and any amendment or supplement to the prospectus to any broker-dealer that requests those documents. We have agreed to pay all expenses incident to the Exchange Offer, other than commissions or concessions of any brokers or dealers.

We are incorporated under the laws of Bermuda as a corporation. Bermuda has a less developed body of securities laws as compared to the United States and provides protections for investors to a lesser extent.

Most of our directors and officers and those of our subsidiaries are residents of countries other than the United States. Substantially all of our and our subsidiaries’ assets and a substantial portion of the assets of our directors and officers are located outside the United States. As a result, it may be difficult or impossible for United States investors to effect service of process within the United States upon us, our directors or officers or our subsidiaries or to realize against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. However, we have expressly submitted to the jurisdiction of the U.S. federal and New York state courts sitting in the City of New York for the purpose of any suit, action or proceeding arising under the securities laws of the United States or any state in the United States, and we have appointed Gary J. Wolfe of Seward & Kissel LLP, located at One Battery Park Plaza, New York, New York 10004, to accept service of process on our behalf in any such action.

MJM Limited, our counsel as to Bermuda law, has advised us that there is uncertainty as to whether the courts of Bermuda would (1) recognize or enforce against us or our directors or officers judgments of courts of the United States based on civil liability provisions of applicable U.S. federal and state securities laws; or (2) impose liabilities against us or our directors and officers in original actions brought in Bermuda, based on these laws.

Matters relating to United States law will be passed upon for us by Seward & Kissel LLP, One Battery Park Plaza, New York, New York 10004. The validity of the common shares and certain other matters relating to Bermuda law will be passed upon for us by MJM Limited, Thistle House 4 Burnaby Street, Hamilton HM 11, Bermuda.

The Consolidated and Combined Consolidated Carve-Out Financial Statements of North Atlantic Drilling Ltd. as of December 31, 2012 and 2011 and for each of the two years in the period ended December 31, 2012 included in this registration statement have been so included in reliance on the report of PricewaterhouseCoopers AS, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

PricewaterhouseCoopers AS is a member of the Norwegian Institute of Public Accountants. PricewaterhouseCoopers AS is located at Dronning Eufemiasgate 8, N-0191, Oslo, Norway.

We have filed with the SEC a registration statement on Form F-4 under the Securities Act with respect to our common shares offered by this prospectus. For the purposes of this section, the term “registration statement” means the original registration statement and any and all amendments, including the schedules and exhibits to the original registration statement or any amendment. This prospectus does not contain all of the information set forth in the registration statement on Form F-4 we filed. Although we believe that we have accurately summarized the material terms of documents filed as exhibits to the registration statement, you should read those exhibits for a complete statement of their provisions. The registration statement on Form F-4, including its exhibits and schedules, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the SEC at its principal office in Washington, D.C. 20549. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

We will furnish holders of our common shares with annual reports containing audited financial statements and a report by our independent registered public accounting firm and intend to make available quarterly reports containing selected unaudited financial data for the first three quarters of each fiscal year. The audited financial statements will be prepared in accordance with U.S. GAAP and those reports will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section for the relevant periods. As a “foreign private issuer,” we are exempt from the rules under the Securities Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we furnish proxy statements to shareholders in accordance with the rules of any stock exchange on which our common shares may be listed in the future, those proxy statements will not conform to Schedule 14A of the proxy rules promulgated under the Securities Exchange Act. In addition, as a “foreign private issuer,” our officers and directors are exempt from the rules under the Securities Exchange Act relating to short swing profit reporting and liability.

See accompanying notes that are an integral part of these Consolidated Financial Statements.

North Atlantic Drilling Ltd (“North Atlantic”) is a Norwegian Over The Counter (N-OTC) listed company. The Company was formed as a wholly owned subsidiary of Seadrill Limited (“Seadrill” or the “Parent”) on February 11, 2011, under the laws of Bermuda to acquire certain continuing businesses of Seadrill in the North Atlantic region. We were registered on the N-OTC list on February 24, 2011.

On February 16, 2011, the Company issued 50 million shares to the general public in a private placement and raised US$425 million.

Through the acquisition of other companies and investment in newbuildings, the Company has developed into a leading offshore drilling contractor in the North Atlantic Area. As of September 30, 2013, the Company owned eight offshore drilling rigs, including two drilling rigs under construction. Our fleet consists of one drillship, three jack-up drilling rigs (of which one was under construction) and four semi-submersible drilling rigs (of which one was under construction) for operations in harsh environments. In addition we operate one harsh environment semi-submersible rig on behalf of Seadrill.

As used herein, and unless otherwise required by the context, the terms the “Company”, “we”, “Group”, “our”, “us” and words of similar import refer to North Atlantic and its consolidated companies. The use herein of such terms as group, organization, we, us, our and its, or references to specific entities, is not intended to be a precise description of corporate relationships.

The unaudited interim consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (US GAAP). The unaudited interim consolidated financial statements do not include all of the disclosures required in complete annual financial statements. These interim financial statements should be read in conjunction with our annual financial statements as at December 31, 2012. The year-end condensed balance sheet data that was derived from our audited 2012 financial statements does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement have been included. The amounts are presented in United States dollar (US dollar) rounded to the nearest million, unless stated otherwise.

The accounting policies adopted in the preparation of the unaudited interim financial statements are consistent with those followed in the preparation of our annual audited consolidated financial statements for the year ended December 31, 2012 unless otherwise included in these unaudited interim financial statements as separate disclosures.

Changes in the fair value of any derivative instrument that we have formally designated as a hedge are recognized in accumulated other comprehensive income (loss) in the consolidated balance sheets. Any change in fair value relating to an ineffective portion of a designated hedge is recognized in the consolidated statement of operations. When the hedged item affects the income statement, the gain or loss included in accumulated other comprehensive income is reported on the same line in the consolidated statements of operations as the hedged item.

On November 19, 2012, pursuant to a resolution passed at the annual general meeting held on September 21, 2012, the Company’s board of directors (the “Board”) executed a five shares to one consolidation of the ordinary shares of the Company. All references to common shares and per share data throughout these financial statements and notes to the financial statements have been adjusted for all periods presented to give retroactive effect to this reverse stock split.

Revision of Previously Announced Unaudited Interim Consolidated Financial Statements for the Nine Months ended September 30, 2012

North Atlantic has revised its previously announced unaudited interim consolidated financial statements for the nine months ended September 30, 2012 to correct an immaterial error related to a settlement payment received from the Samsung shipyard in the second quarter of 2012 on behalf of Seadrill. The Company has revised the unaudited interim consolidated statement of cash flows for the nine months ended September 30, 2012 which resulted in an US$11.0 million decrease in the “Change in short-term related party receivables and liabilities” included in “Net cash provided by operations”, a US$26.5 million decrease in “Settlement of disputes with shipyard” included in “Net cash used in investing activities”, and a US$37.5 million increase in “Proceeds from shareholder loan” included in “Net cash provided by financing activities”. The Company also revised the unaudited interim consolidated statement of changes in equity for the nine months ended September 30, 2012, by decreasing shareholders’ equity by US$27.5 million.

Balance sheet—Effective January 1, 2013, we adopted the accounting standards update that expands the disclosure requirements for the offsetting of assets and liabilities related to certain financial instruments and derivative instruments. The update requires disclosures to present both gross information and net information for financial instruments and derivative instruments that are eligible for net presentation due to a right of offset, an enforceable master netting arrangement or similar agreement. The update is effective for interim and annual periods beginning on or after January 1, 2013. The effect of this to our interim consolidated financial statements is included in note 19.

Balance sheet—Effective January 1, 2013, we adopted the accounting standards update that requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012. The adoption did not have a material effect on our interim consolidated financial statements.

We provide harsh environment offshore drilling services to the oil and gas industry. The Company’s performance is reviewed by the chief operating decision maker as one single business segment, mobile units.

Revenues from the following customers accounted for more than 10% of the Company’s consolidated revenues:

Revenues are attributed to geographical segments based on the country of operations for drilling activities; that is, the country where the revenues are generated. The following presents the Company’s revenue by geographic area:

As of September 30, 2013, one of the Company’s drilling rigs, with a net book value of US$703.0 million, was located in the United Kingdom and all other rigs were located in Norway. As of December 31, 2012, two of the Company’s drilling rigs, with a net book value of US$1,111.0 million, were located in the United Kingdom and all other rigs were located in Norway. Asset location at the end of the period is not necessarily indicative of the geographic distribution of the revenues or operating profits generated by such assets during the period.

The Company may be taxable in more than one jurisdiction based on its drilling rig operations. A loss in one jurisdiction may not be offset against taxable income in another jurisdiction. Thus, the Company may pay tax within some jurisdictions even though it might have an overall loss at the consolidated level.

The income taxes for the three and nine months ended September 30, 2013 and 2012 differed from the amount computed by applying the statutory income tax rate of 0% due to operations in foreign jurisdictions with different applicable tax rates as compared to Bermuda.

Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. The net deferred tax assets (liabilities) consist of the following:

The changes to our liabilities related to uncertain tax positions, excluding interest and penalties that we recognize as a component of income tax expense, were as follows:

The reduction in the recognized uncertain tax position is due to the sale of shares in Seadrill Norge Holding AS and Seadrill Norge AS to Seadrill on June 28, 2013. The sale reduced the Company’s provision for uncertain tax position by US$141.9 million. Refer also to note 18 (Related party transactions) for further description of the share sales transaction.

North Atlantic is headquartered in Bermuda where we have been granted a tax exemption until 2035. Other jurisdictions in which the Company operates are taxable based on rig operations. A loss in one jurisdiction may not be offset against taxable income in another jurisdiction. Thus, the Company may pay tax within some jurisdictions even though it may have an overall loss at the consolidated level.

The following table summarizes the earliest tax years that remain subject to examination by the major taxable jurisdictions in which the Company operates:

Basic earnings per share (“EPS”) are based on the weighted average number of shares outstanding during the period. Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments.

The components of the numerator for the calculation of basic and diluted EPS are as follows:

The components of the denominator for the calculation of basic and diluted EPS are as follows:

The number of shares referred to in the above calculation have been adjusted for all periods presented to give retroactive effect to the one-for-five reverse stock split executed on November 19, 2012.

Accounts receivable are presented net of allowances for doubtful accounts. The allowance for doubtful accounts receivables at September 30, 2013 was US$13.0 million (December 31, 2012: US$2.0 million).

The Company did not recognize any bad debt expense in 2013 and 2012, but has instead reduced contract revenue for the disputed amounts.

Additions relate to the harsh environment jack-up, West Linus, and harsh environment semi-submersible, West Rigel, that are currently under construction, and include capitalized interest expenses and loan related costs of US$7.4 million for the nine month period ending September 30, 2013.

Refer also to Note 20 (Commitments and contingencies) for an overview of the maturity schedule for remaining yard installments.

Additions in 2013 primarily relate to expenditures for major additions and improvements to existing drilling rigs that extend the life of a drilling rig or increase functionality together with deferred long term maintenance expenses on existing drilling rigs.

Depreciation and amortization expenses were US$139.6 million and US$120.2 million for the nine month period, and US$50.8 million and US$41.6 million for the three month period ended September 30, 2013 and 2012, respectively.

In the three and nine month period ended September 30, 2013 there was no change in the total carrying value of goodwill. Net book value of goodwill was US $480.6 million as of September 30, 2013 and December 31, 2012.

As of September 30, 2013 and December 31, 2012, the Company had the following debt facilities:

Seadrill has provided North Atlantic an unsecured revolving shareholder loan of US$335 million. The maturity date is set to January 30, 2015. As per September 30, 2013, US $189.4 million of the facility was drawn. The facility was increased from US $200 million to US $335 million on June 28, 2013.

Ship Finance granted the VIE company, SF Linus Ltd., a loan of US $195 million on June 28, 2013. The maturity date is June 30, 2029.

Seadrill provided North Atlantic with an unsecured loan facility of US $27.5 million on December 1, 2012. The loan was settled in full on June 28, 2013.

For actuarial loss related to pension, the accumulated applicable amount of income taxes related to companies domiciled in Norway, where the tax rate is 28%, amounted to US$14.3 million at September 30, 2013 (US$12.8 million at December 31, 2012).

The Company has a defined benefit pension plan covering substantially all employees in Norway. A significant part of this plan is administered by a life insurance company. In addition, the Company has defined contribution plan for all new onshore employees. Under this scheme, the Company contributes to the employee’s pension plan amounts ranging into five to eight percent of the employee’s annual salary.

For onshore employees in Norway, continuing with the defined benefits plan, the primary benefits are retirement pension of approximately 66 percent of salary at retirement age of 67 years, together with a long-term disability pension. The retirement pension per employee is capped at an annual payment of 66 percent of the total of 12 times the Norwegian Social Security Base. Most employees in this group may choose to retire at 62 years of age on a pre-retirement pension. Offshore employees in Norway have retirement and long-term disability pension of approximately 60 percent of salary at retirement age of 67. Offshore employees on mobile units may choose to retire at 60 years of age on a pre-retirement pension.

The expenses for our defined benefit pension plans for the nine month period ended September 30, 2013 and 2012 were as follows:

In the nine month period ended September 30, 2013 and 2012, contributions of US$16.9 million and US$14.7 million, respectively, were made to the defined benefit pension plans. Currently, the Company anticipates making additional contributions during the remainder of 2013 of approximately US$12 million to its pension plans, based on current tax and benefit laws. However, this estimate is subject to change as a result of changes in tax and other benefit laws, as well as asset performance significantly above or below the assumed long-term rate of return on pension assets, or changes in interest rates.

The Company transacts business with the following related parties, being companies in which our principal shareholders Hemen Holding Ltd and Farahead Investments Inc (hereafter jointly referred to as “Hemen”) and companies associated with Hemen have a significant interest:

The Company has entered into the following significant agreements with related parties:

Seadrill is the holder of all of the bonds in the US$500 million bond. The bond was entered into in April 2011 with a coupon of 7.75% per annum payable semi-annually in arrears.

Seadrill provided North Atlantic an unsecured revolving credit facility of US$200 million in March 2012. The credit facility was increased to US$335 million in June 2013. Aggregate drawdowns and repayments on this facility during the nine month period ended September 30, 2013 were US$484.4 million and US$470 million, respectively, while drawdowns and repayments during the year ended December 31, 2012 were US$645 million and US$470 million, respectively. The maturity date is January 30, 2015. The interest is Libor plus 3.00% per annum. At September 30, 2013, the Company had drawn US$189.4 million from the facility.

Seadrill provided North Atlantic with an unsecured loan facility of US$27.5 million on December 1, 2012. The loan was settled in full on June 30, 2013, due to the sales of Seadrill Norge AS.

North Atlantic granted Seadrill a short-term loan of US$60 million on May 9, 2012, of which US$10 million was repaid on May 23, 2012. In addition, the Company granted Seadrill a short-term loan of US$120 million in June 2012. The loans bore interest of LIBOR plus 1.90% per annum and were fully repaid in July, 2012.

Seadrill provides performance guarantees in connection with the Company’s drilling contracts, and charges the Company an annual fee of 1% of the guaranteed amount to provide these guarantees. The total amount of such guarantees was US$300 million at September 30, 2013 and December 31, 2012, and incurred a fee of US$2.25 million and US$2.25 million for the nine months ended September 30, 2013 and 2012, respectively.

In addition, the Company has agreed to reimburse Seadrill for all claims made against Seadrill under the performance guarantees.

The Company entered into sale and leaseback transactions with Ship Finance for the newbuild jack-up rig, West Linus, in June 2013. The total consideration is US$600 million, whereof US$195 million has been paid to North Atlantic on closing of the agreement, while the remaining balance of the purchase price shall be paid at delivery of the rig. The West Linus will be chartered back to North Atlantic on a bareboat charter in excess of 15 years, wherein North Atlantic has been granted four purchase options.

Ship Finance has an option to sell the acquired shares back to North Atlantic with immediate effect for an amount equal to all cash payments made by Ship Finance plus interests and expenses, if the rig has not been successfully delivered from the yard and unconditionally accepted by the charterer within 28 February, 2014. Ship Finance also has an option to sell the rig back to North Atlantic at the end of the charter period.

Seadrill has granted a guarantee in the principal amount of up to US$525 million issued in favor of Ship Finance, which will become payable in the event that the West Linus is not unconditionally accepted by the charterer by June 30, 2014.

We have determined that the Ship Finance subsidiary, which owns the rig, is a variable interest entity (VIE), and that North Atlantic is the primary beneficiary of the risks and rewards connected with the ownership of the rig and the charter contract. Accordingly, the VIE is consolidated in our financial statements. The Company did not record any gain or loss from the sale of the unit, as it continued to be reported as asset at its original cost in the Company's balance sheet at the time of the transaction. At September 30, 2013, the unit is reported under Newbuildings in the Company’s balance sheet. Additional disclosure about the VIE has been provided in Note 21.

Ship Finance granted the VIE company, SFL Linus Ltd., an unsecured loan of US$195 million on June 28, 2013 to be repaid at the earlier of June 30, 2029 or date of sale of the West Linus rig. The loan does not bear interest, however, Ship Finance reserves the right to charge interest once the rig is delivered from the shipyard. The proceeds of this loan will be used to finance the acquisition of the West Linus. The loan is presented as long term debt to related parties on our balance sheet on September 30, 2013.

The Company sold the shares in two of its subsidiaries, Seadrill Norge Holding AS and Seadrill Norge AS to Seadrill on June 28, 2013. Total consideration for the shares was US$154.0 million, offset by a liability of US$288.4 million that North Atlantic Drilling Ltd had against its subsidiaries before the sales. In relation to the common control transaction, US$2.3 million has been recognized as Contributed deficit as of September 30, 2013. The sales had no cash effect in the nine month period ended September 30, 2013 and the net increased liability has been treated as a drawdown on the increased revolving credit facility provided by Seadrill.

Seadrill provided the Company with an indemnity declaration pursuant to which Seadrill has agreed to hold the Company harmless for any tax claims exceeding US$63 million related to the move of legal entities to a new tax jurisdiction and the use of the US dollar as the functional currency for tax reporting purposes. As of December 31, 2012, the Company had booked a current related party receivable of US$79.0 million related to the indemnification agreement. The indemnification asset was related to Seadrill Norge AS and Seadrill Norge Holding AS and settled as part of the consideration for the sales of the shares at June 28, 2013.

In July 2012, the management of West Hercules, a harsh environment semi-submersible drilling rig controlled by Seadrill through a financial lease with a subsidiary of Ship Finance International Ltd, a company in which Hemen Holding Limited is a large shareholder, was transferred from Seadrill to North Atlantic. The drilling rig is operated by North Atlantic Drilling through a 4 year commercial agreement with Seadrill. The key terms of the agreement are:

Seadrill has charged North Atlantic a charter hire fee of US$51.9 million under the bareboat charter agreement for the period from commencement date at January 31, 2013 until September 30, 2013. North Atlantic has charged Seadrill US$63.8 million for its share of mobilization costs and US$47.3 million for its share of mobilization revenue in the nine month period ended September 30, 2013.

Effective from November 1, 2013 the parties entered into a management agreement which replaced the existing bareboat charter agreement, pursuant to which North Atlantic will continue to operate and manage the West Hercules while it is employed under the drilling contract with Statoil. Refer to Note 22 (Subsequent Events) for further description of the Management Agreement.

North Atlantic received engineering services from subsidiaries of Archer Ltd. The charged amount was US$3.6 million and US$2.5 million for the nine month period ended September 30, 2013 and 2012, respectively. Archer Ltd. is a company in which Seadrill Limited is a large shareholder.

North Atlantic Management provides all day-to-day management functions to the Company and its subsidiaries in accordance with the terms of the General Management Agreement.

North Atlantic Management has contracted in senior management services from Seadrill Management Ltd (UK) and Seadrill Management AS in accordance with the terms of the Services Agreement. The agreement can be terminated by either party at one month's notice. In consideration of the services provided to us, we paid Seadrill a fee that includes the operating costs attributable to us plus a margin of 5% and, effective as of January 2013, we pay Seadrill a fee that includes the operating costs attributable to us plus a margin of 8%. For the nine month period ended September 30, 2013 and 2012, Seadrill had charged North Atlantic Management a total fee of US$21.6 million and US$11.2 million, respectively, for providing the services under the Services Agreement.

The Company and its subsidiaries incorporated in Bermuda receive corporate secretarial and certain other administrative services applicable to the jurisdiction of Bermuda from Frontline Management (Bermuda) Ltd. The fee was less than US$0.1 million for the nine month period ended September 30, 2013. Frontline Management (Bermuda) Ltd. is a wholly owned subsidiary of Frontline Ltd., a company in which Hemen Holding Limited is a large shareholder.

Receivables and payables with related parties arise when the Company pays an invoice on behalf of a related party and vice versa. Receivables and payables are generally settled monthly in arrears.

Amounts due to and from Seadrill Limited and its subsidiaries under business operations are unsecured, interest-free and intended to be settled in the ordinary course of business.

Interest charged relating to the bond loan and shareholder loan to Seadrill for the nine months ended September 30, 2013 and 2012 amounted to US$33.9 million and US$32.4 million, respectively. Interest charged relating to the loan facility from Seadrill Eminence for the nine months ended September 30, 2013 amounted to US$0.5 million.

The majority of our gross earnings from drilling rigs are receivable in U.S. dollars and the majority of our other transactions, assets and liabilities are denominated in U.S. dollars, the functional currency of the Company. However, the Company has operations and assets in countries with currency other than U.S. dollars and incurs expenditures in other currencies, causing its results from operations to be affected by fluctuations in currency exchange rates. The Company is also exposed to changes in interest rates on floating interest rate debt. There is thus a risk that currency and interest rate fluctuations will have a negative effect on the value of the Company's cash flows.

The Company's exposure to interest rate risk relates mainly to its floating interest rate debt and balances of surplus funds placed with financial institutions. This exposure is managed through the use of interest rate swaps. The Company's objective is to obtain the most favorable interest rate borrowings available without increasing its

foreign currency exposure. Surplus funds are generally placed in fixed deposits with reputable financial institutions, yielding higher returns than are available on overnight deposits in banks. Such deposits generally have short-term maturities, in order to provide the Company with flexibility to meet all requirements for working capital and capital investments. The extent to which the Company utilizes interest rate swaps and other derivatives to manage its interest rate risk is determined by the net debt exposure and its views on future interest rates.

At September 30, 2013, the Company had interest rate swap agreements with an outstanding principal amount of US$1,100.0 million (December 31, 2012: US$1,100.0 million), all of which were entered into after the Company commenced operations as a standalone entity on April 1, 2011. The agreements do not qualify for hedge accounting, and accordingly any changes in the fair values of the swap agreements are included in the Consolidated Statement of Operations under "Loss on derivative financial instruments.” The total fair value of the interest rate swaps outstanding at September 30, 2013 amounted to a net liability of US$47.5 million (December 31, 2012: US$69.5 million).

The Company did not enter into any new swap agreements not qualified as hedge accounting, nor change any existing swap agreements, in the nine month period ended September 30, 2013.

The Company’s interest rate swap agreements as of September 30, 2013 were as follows:

The Ship Finance subsidiary consolidated by the Company as a VIE (refer to Note 21 - Variable Interest Entities) has entered into interest rate swap agreements in order to mitigate its exposure to variability in cash flows for future interest payments on the loan taken out to finance the acquisition of West Linus. These interest rate swaps qualify for hedge accounting and any changes in their fair value are included in “Other comprehensive income.” Below is a summary of the notional amount, fixed interest rate payable and duration of the interest rate swaps.

In the nine month period ended September 30, 2013, the above VIE Ship Finance subsidiary recorded fair value loss of US$2.9 million on interest rate swaps. This loss was recorded by the VIE in "Other comprehensive income" but due to its ownership by Ship Finance this loss is allocated to "Non-controlling interest" in our statement of changes in equity.

Any change in fair value resulting from hedge ineffectiveness is recognized immediately in earnings. The VIE, and therefore North Atlantic, did not recognize any gain or loss due to hedge ineffectiveness in the consolidated financial statements during the three and nine month periods ended September 30, 2013.

The Company uses foreign currency forward contracts to manage its exposure to foreign currency risk on certain assets, liabilities and future anticipated transactions. Such derivative contracts do not qualify for hedge accounting treatment and are recorded in the balance sheet under other current assets if the contracts have a net positive fair value, and under other short-term liabilities if the contracts have a net negative fair value. At September 30, 2013, the Company had forward contracts to sell US$100 million between October 2013 and December 2013 at exchange rates ranging from NOK5.95 to NOK6.07 per US dollar. The total fair value of currency forward contracts at September 30, 2013 amounted to a liability of US$0.2 million (December 31, 2012: US$3.2 million asset).

The Company has financial assets, including cash and cash equivalents, restricted cash, other receivables and certain amounts receivable on derivative instruments, mainly forward exchange contracts and interest rate swaps. These assets expose the Company to credit risk arising from possible default by the counterparty. The Company considers the counterparties to be creditworthy financial institutions and does not expect any significant loss to result from non-performance by such counterparties. The Company, in the normal course of business, does not demand collateral. The credit exposure of interest rate swap agreements and foreign currency contracts is represented by the fair value of contracts with a positive fair value at the end of each period, reduced by the effects of master netting agreements. It is the Company's policy to enter into master netting agreements with the counterparties to derivative financial instrument contracts, which give the Company the legal right to discharge all or a portion of amounts owed to a counterparty by offsetting them against amounts that the counterparty owes to the Company.

The carrying value and estimated fair value of the Company's financial instruments at September 30, 2013 and December 31, 2012 are as follows:

ASC Topic 820 Fair Value Measurement and Disclosures emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

Level one input utilizes unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level two inputs are inputs other than quoted prices included in level one that are observable for the asset or liability, either directly or indirectly. Level two inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability, other than quoted prices, such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level three inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The fair values of interest rate swaps and forward exchange contracts are calculated using the income approach, discounting of future contracted cash flows on LIBOR and NIBOR interest rates.

As of September 30, 2013 and December 31, 2012 liabilities or assets related to financial and derivative instruments are presented at gross amounts and have not been presented net because we do not have the right of offset. The amounts are included in our fair value table above.

The carrying value of cash and cash equivalents and restricted cash, which are highly liquid, is a reasonable estimate of fair value and categorized at level 1 on the fair value measurement hierarchy.

The fair value of the current and long-term portion of floating rate debt is estimated to be equal to the carrying value since it bears variable interest rates, which are reset regularly and usually in the range between every 1 to 6 months. This debt is not freely tradable and cannot be purchased by the Company at prices other than the outstanding balance plus accrued interest. We have categorized this at level 2 on the fair value measurement hierarchy.

The fair value of the US$500 million bond at September 30, 2013 is estimated based on difference in credit spread as at September 30, 2013 and at the time of entering into the debt agreement. We have categorized this at level 2 on the fair value measurement hierarchy.

The fair value of the US$189 million floating rate revolving loan from Seadrill is estimated to be equal to the carrying value. This estimate is based on the assumption that changes in interest rates have insignificant impact on the fair value of the loan since the applicable interest rate reprices to market frequently.

As of September 30, 2013, we had two contractual commitments under newbuilding contracts. The contracts are for the construction of one jack-up rig and one semi-submersible rig which is scheduled to be delivered in Q4 2013 and Q1 2015 respectively.

The Company currently has no outstanding legal proceeding it considers material.

As of September 30, 2013, the Company leased a newbuild jack-up rig from VIE under a finance lease. The shares in North Atlantic Linus Ltd., the entity that has the contract for the construction for the newbuild jack-up rig, were sold by the Company to Ship Finance Ltd on June 30, 2013, while the West Linus rig was simultaneously leased back by the Company on a bareboat charter contract for a term of 15 years from commencement of its operations. The Company has four options to repurchase the unit during the charter period, and an obligation to purchase the asset at the end of the 15 year lease period. The following table gives a summary of the sale and leaseback arrangement, as of September 30, 2013:

Ship Finance has a right to require North Atlantic to purchase the rig on the 15^th anniversary for the price of US$100 million if North Atlantic doesn’t exercise the final repurchase option.

The Company has determined that the Ship Finance subsidiary, which has the contract for the construction of the rig, is a variable interest entity (VIE), and that North Atlantic is the primary beneficiary of the risks and

rewards connected with the ownership of the rig and the charter contract. Accordingly, the VIE is consolidated in our financial statements. The Company did not record any gain or loss from the sale of the shares, as the assets and liabilities continued to be reported at its original cost in the Company's balance sheet at the time of the transaction. At September 30, 2013, the asset is reported under Newbuildings in the Company’s balance sheet. Refer also to note 18 (Related party transactions) for additional details about the sales and leaseback contract.

The bareboat charter rate is set on the basis of a Base LIBOR Interest Rate for the bareboat charter contract, and thereafter adjusted for differences between the LIBOR fixing each month and the Base LIBOR Interest Rate for the contract. A summary of the bareboat charter rate per day is given below. The amounts shown are based on the Base LIBOR Interest Rate, and reflect average rates for the year.

The assets and liabilities in the accounts of the VIE as at September 30, 2013 are as follows:

On October 17, 2013, we successfully completed a NOK 1,500 million senior unsecured bond issue with maturity in October 2018. An application will be made for the bonds to be listed on the Oslo Stock Exchange. The net proceeds from the bond issuance have been used to repay the Seadrill unsecured revolving facility in full, and the remaining proceeds have been used to pay down part of the senior secured revolving facility.

On October 17, 2013, SFL Linus Ltd. entered into a US$475 million secured term loan and revolving credit facility with a syndicate of banks to fund the acquisition of West Linus, which has been pledged as security. SFL Linus Ltd. will not be able to draw down on the loan until it has taken delivery of the rig and various customary conditions, as specified in the loan agreement, have been satisfied. Delivery of the rig is expected to occur in January 2014.

We have entered into a management agreement with Seadrill effective from November 1, 2013 which replaced the existing bareboat charter agreement, pursuant to which we continue to operate and manage the West Hercules while it is employed under the drilling contract with Statoil. The West Hercules is owned by a wholly-owned subsidiary of Ship Finance, a related party, and is controlled by Seadrill through a bareboat charter agreement that expires in 2023. Until October 31, 2013, we operated and managed this rig pursuant to an operational bareboat charter agreement that we entered into with Seadrill in July 2012.

On November 20, 2013, we irrevocably reduced the amount of borrowings available under the Seadrill Revolving Credit Facility from US$335 million to US$85 million by written notice to Seadrill.

We confirm, to the best of our knowledge, that the condensed financial statements for the period 1 January to 30 September 2013 has been prepared in accordance with US GAAP—Interim Financial Reporting, and gives a true and fair view of the Group’s assets, liabilities, financial position and profit as a whole. We also confirm, to the best of our knowledge, that the interim report includes a fair review of important events that have occurred during the first nine month of the financial year and their impact on the condensed financial statements, a description of the principal risks and uncertainties for the remaining six months of the financial year, and major related transactions.

In our opinion, the accompanying consolidated balance sheets and the related consolidated and combined consolidated carve-out statements of operations, of comprehensive income, of cash flows and of changes in equity present fairly, in all material respects, the financial position of North Atlantic Drilling Ltd. and its subsidiaries at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Consolidated Statement of Operations for the year ended December 31, 2012 and Combined Consolidated