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 The "Total Consideration" for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Offer will be equal to the Clearing Price (as defined below) determined on the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

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