Atwood Oceanics,
Inc. Announces Cash Tender Offer for Senior Notes
Houston, June 24, 2016 - Atwood
Oceanics, Inc. (NYSE:ATW) ("Atwood" or the "Company") today
announced the commencement of a modified "Dutch Auction" tender
offer (the "Offer") for up to $150,000,000 aggregate principal
amount (the "Tender Cap") of its outstanding 6.50% Senior Notes due
2020 (the "Notes"). The terms and conditions of the Offer are
described in an Offer to Purchase dated June 24, 2016 (as may be
amended or supplemented from time to time, the "Offer to Purchase")
and the related Letter of Transmittal dated June 24, 2016 (as may
be amended or supplemented from time to time, the "Letter of
Transmittal"). A summary of the Offer is outlined below:
Title of Security
|
CUSIP
Number
|
Principal
Amount
Outstanding (1)
|
Tender Cap
|
Early
Tender Payment (2)
|
Total
Consideration
Acceptable
Range (2) (3)
|
6.50% Senior Notes due 2020 |
050095AM0 |
$490,666,000 |
$150,000,000 |
$50.00 |
$650.00 to $750.00 |
______________________________________________________
(1) Aggregate principal amount outstanding as of June 24,
2016.
(2) Per $1,000 principal amount of Notes accepted for purchase and
excluding accrued and unpaid interest, which will be paid in
addition to the Total Consideration or the Tender Offer
Consideration, as applicable.
(3) Includes the Early Tender Payment.
Atwood is offering to purchase,
for cash, Notes up to the Tender Cap, in accordance with the
modified Dutch Auction procedures, described below and as more
fully set forth in the Offer to Purchase.
Holders of Notes ("Holders") must
validly tender (and not validly withdraw) their Notes at or prior
to 5:00 p.m., New York City time, on July 8, 2016, unless extended
by Atwood, in its sole discretion (such date and time, as the same
may be extended, the "Early Tender Date"), in order to be eligible
to receive the Total Consideration for their Notes. The "Total
Consideration" for each $1,000 principal amount of Notes validly
tendered (and not validly withdrawn) at or prior to the Early
Tender Date and accepted for purchase pursuant to the Offer will be
equal to the Clearing Price (as defined below) determined on the
Early Acceptance Date (as defined below). The Total Consideration
will include an amount equal to $50.00 for each $1,000 principal
amount of Notes accepted for purchase pursuant to the Offer (the
"Early Tender Payment").
Promptly following the Early
Tender Date (the "Early Acceptance Date"), whether or not the Offer
is fully subscribed, Atwood will determine the Total Consideration
payable for the Notes and intends to accept for payment Notes
validly tendered (and not validly withdrawn) at or prior to the
Early Tender Date, subject to the Tender Cap, proration and the
other terms and conditions of the Offer. Atwood reserves the right,
in its sole discretion, at or following the Early Acceptance Date
and before the Expiration Date, to make payment for any Notes
accepted on the Early Acceptance Date (such date of payment, the
"Early Settlement Date"). If Atwood does not elect to have an Early
Settlement Date, payment for such Notes will be made on the Final
Settlement Date (as defined below).
If the Offer is not fully
subscribed as of the Early Tender Date, Atwood intends to accept
for payment promptly following the Expiration Date (the "Final
Acceptance Date") any Notes validly tendered (and not validly
withdrawn) after the Early Tender Date and at or prior to the
Expiration Date, subject to the Tender Cap, proration and the other
terms and conditions of the Offer. Payment for such Notes, if any,
will be made on or promptly following the Final Acceptance Date
(such date of payment, the "Final Settlement Date") and will be
equal to the Tender Offer Consideration. The "Tender Offer
Consideration" for each $1,000 principal amount of Notes validly
tendered (and not validly withdrawn) pursuant to the Offer after
the Early Tender Date and at or prior to the Expiration Date and
accepted for purchase pursuant to the Offer will be equal to the
Total Consideration (which will be equal to the Clearing Price)
less the Early Tender Payment.
Atwood has agreed, upon
consummation of the Offer, to pay a soliciting dealer fee equal to
$2.50 for each $1,000 principal amount of Notes validly tendered
(and not validly withdrawn) and accepted for purchase pursuant to
the Offer to retail brokers that are appropriately designated by
their beneficial holder clients to receive this fee, provided that
such fee will only be paid with respect to tenders by beneficial
holders whose aggregate principal amount of Notes is $250,000 or
less.
The Offer will expire at 12:00
midnight New York City time at the end of July 22, 2016, unless
extended or earlier terminated by Atwood, in its sole discretion
(such date and time, as the same may be extended, the "Expiration
Date").
The Offer is subject to the
satisfaction or waiver of certain conditions as described in the
Offer to Purchase and the Letter of Transmittal, including the
valid tender of at least $50,000,000 aggregate principal amount of
Notes. Atwood expressly reserves the right, in its sole discretion,
subject to applicable law, at any time or from time to time, to
waive any or all conditions with respect to the Offer and accept
all Notes previously tendered pursuant to the Offer. The Early
Tender Date and the Expiration Date may be extended in Atwood's
sole discretion, without extending the Withdrawal Date (as defined
below) or otherwise reinstating withdrawal rights, and Atwood may
terminate or withdraw the Offer and not accept for purchase any
Notes not theretofore accepted for purchase pursuant to the Offer,
in each case subject to applicable law.
Tendered Notes may be validly
withdrawn any time at or prior to 5:00 p.m., New York City time, on
July 8, 2016, unless extended by Atwood in its sole discretion
(such date and time, as the same may be extended, the "Withdrawal
Date"), but not thereafter, except in the limited circumstances
described in the Offer to Purchase. The Offer is being conducted as
a modified "Dutch Auction." Holders who elect to participate must
specify the price they would be willing to receive in exchange for
each $1,000 principal amount of Notes they choose to tender in the
Offer. The price that Holders specify for each $1,000 principal
amount of Notes must be in increments of $2.50, and must be within
a range of $650.00 (the "Minimum Offer Price") to $750.00 (the
"Maximum Offer Price") per $1,000 principal amount of Notes.
Holders who do not specify a price will be deemed to have specified
a price equal to the Minimum Offer Price in respect of Notes
tendered and to accept the Clearing Price determined by Atwood in
accordance with the terms of the Offer. Tenders of Notes for which
a price is specified below the Minimum Offer Price or in excess of
the Maximum Offer Price will not be accepted and will not be used
for the purpose of determining the Clearing Price. Tenders of Notes
not submitted in whole increments of $2.50 will be rounded down to
the nearest $2.50 increment.
Subject to the Tender Cap,
proration and the other terms and conditions of the Offer, Atwood
will accept Notes validly tendered (and not validly withdrawn)
pursuant to the Offer in the order of the lowest to the highest
tender prices specified by tendering Holders (in increments of
$2.50), and on the Early Acceptance Date will select the single
lowest price per $1,000 principal amount of Notes (the "Clearing
Price") to enable Atwood to purchase the principal amount of Notes
equal to the Tender Cap (or, if Notes in a principal amount less
than the Tender Cap are validly tendered, all Notes so tendered).
The price at which Notes were validly tendered (and not validly
withdrawn) on or prior to the Early Tender Date (which includes the
Early Tender Payment) will be used for the purpose of determining
the Clearing Price and proration, as described below, on the Early
Acceptance Date.
Atwood will pay the same price
(subject to adjustment, as described below) for all Notes validly
tendered at or below the Clearing Price and accepted for purchase
pursuant to the Offer, except the price paid for Notes validly
tendered after the Early Tender Date but at or prior to the
Expiration Date (and not validly withdrawn) and accepted for
purchase pursuant to the Offer will be reduced by the Early Tender
Payment. In addition, Holders whose Notes are validly tendered (and
not validly withdrawn) and accepted for purchase pursuant to the
Offer will receive a cash payment representing the accrued and
unpaid interest on such Notes from the last interest payment date
(February 1, 2016) for such Notes preceding the applicable
Settlement Date to, but not including, the Settlement Date.
If at the Early Tender Date the
aggregate principal amount of the Notes validly tendered at or
below the Clearing Price (and not validly withdrawn) exceeds the
Tender Cap, then on the Early Acceptance Date, Atwood will accept
for purchase (subject to the terms and conditions of the Offer),
first, Notes validly tendered (and not validly withdrawn) at prices
(in increments of $2.50) below the Clearing Price and, thereafter,
Notes validly tendered (and not validly withdrawn) at the Clearing
Price on a prorated basis according to the principal amount of such
Notes such that Atwood purchases an aggregate principal amount of
Notes up to the Tender Cap. All Notes not accepted on the Early
Acceptance Date as a result of proration and all Notes tendered at
prices in excess of the Clearing Price will be rejected from the
Offer and will be returned to tendering Holders at Atwood's
expense.
If the Offer is not fully
subscribed as of the Early Tender Date, all Notes validly tendered
at or prior to the Early Tender Date may be accepted without
proration, subject to the terms and conditions of the Offer. Any
Notes validly tendered after the Early Tender Date and at or prior
to the Expiration Date may be accepted subject to proration in
accordance with the terms of the Offer in the event that the
aggregate principal amount of all Notes validly tendered as of the
Expiration Date would exceed the Tender Cap. In addition, Notes
validly tendered at or prior to the Early Tender Date will have
priority over Notes validly tendered after the Early Tender Date
and at or prior to the Expiration Date.
The terms and conditions of the
Offer are described in the Offer to Purchase and the Letter of
Transmittal. Credit Suisse Securities (USA) LLC is serving as the
dealer manager for the Offer. Questions regarding the Offer may be
directed to Credit Suisse, Liability Management Group, at (800)
820-1653 (U.S. toll-free) and (212) 538-2147 (collect). Copies of
the Offer to Purchase and Letter of Transmittal may be obtained
from the Information Agent for the Offer, D.F. King & Co., Inc.
at (866) 416-0576 (U.S. toll-free) and (212) 269-5550 (collect) or
email atw@dfking.com.
None of Atwood, its board of
directors, its officers, the dealer manager, the depositary, the
information agent or the trustee with respect to the Notes, or any
of Atwood's or their respective affiliates, makes any
recommendation that holders tender or refrain from tendering all or
any portion of the principal amount of their Notes, and no one has
been authorized by any of them to make such a recommendation.
Holders must make their own decision as to whether to tender their
Notes and, if so, the principal amount of Notes to tender. The
Offer is being made only by the Offer to Purchase and the Letter of
Transmittal. This press release is neither an offer to purchase nor
a solicitation of an offer to sell any Notes in the Offer. The
Offer is not being made to holders of Notes in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction.
In any jurisdiction in which the Offer is required to be made by a
licensed broker or dealer, the Offer will be deemed to be made on
behalf of Atwood by the dealer manager or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
From time to time following the
Offer, Atwood or any of its affiliates may purchase additional
Notes that remain outstanding in the open market, in privately
negotiated transactions, through tender offers, exchange offers or
otherwise, or may redeem or defease the Notes pursuant to the terms
of the indenture governing the Notes. Any future purchase may be on
the same terms or on terms that are more or less favorable to
Holders than the terms of the Offer. Any future purchases by Atwood
will depend on various factors existing at that time. There can be
no assurance as to which, if any, of these alternatives (or
combinations thereof) Atwood will pursue in the future.
Atwood Oceanics, Inc. is a leading
offshore drilling company engaged in the drilling and completion of
exploration and developmental wells for the global oil and gas
industry. The Company currently owns 10 mobile offshore drilling
units and is constructing two ultra-deepwater drillships. The
Company was founded in 1968 and is headquartered in Houston, Texas.
Atwood Oceanics, Inc. common stock is traded on the New York Stock
Exchange under the symbol "ATW."
Contact: Mark W. Smith
Senior Vice President and CFO
(281) 749-7840
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Atwood Oceanics, Inc. via Globenewswire
HUG#2023106
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