Houston, July 11, 2016 - Atwood Oceanics, Inc.
(NYSE:ATW) ("Atwood" or the "Company") today announced the results
to date of its pending 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"), pursuant to the 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"). As of 5:00 p.m., New York City time, on
July 8, 2016 (the "Initial Early Tender Date"), approximately $40
million aggregate principal amount of Notes had been tendered and
not withdrawn in the Offer.
Atwood also announced that it has extended the
date by which tenders must be received for holders of Notes
("Holders") to receive the Early Tender Payment (as defined below)
to 12:00 midnight, New York City time, at the end of July 22, 2016,
which is the "Expiration Date" for the Offer. Accordingly,
all Notes tendered prior to the Expiration Date, including those
tendered prior to the Initial Early Tender Date, will be eligible
to receive the Total Consideration (as defined below).
In addition, Atwood is waiving the condition to
the Offer requiring the valid tender of at least $50,000,000
aggregate principal amount of Notes. As a result, Atwood intends to
accept for payment all Notes validly tendered to date, subject to
the terms and conditions of the Offer.
All other terms and conditions of the Offer, as
previously announced and described in the Offer to Purchase and the
related Letter of Transmittal, remain unchanged. 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 (3) (4)
|
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 validly tendered at or
prior to the Expiration Date and accepted for purchase pursuant to
the Offer.
(3) 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.
(4) 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.
The deadline for Holders to validly withdraw
tenders of Notes has passed. Accordingly, Notes that were already
tendered at the Initial Early Tender Date and any additional Notes
that are tendered at or prior to the Expiration Date may not be
withdrawn, except in the limited circumstances described in the
Offer to Purchase.
Holders must validly tender their Notes at or
prior to the Expiration Date (12:00 midnight, New York City time,
at the end of July 22, 2016) 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 at or prior
to the Expiration Date and accepted for purchase pursuant to the
Offer will be equal to the Clearing Price (as defined below)
determined on the Final 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 Expiration Date (the "Final
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 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 Total Consideration. Atwood has elected
not to exercise its option to have an early settlement date.
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 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 is subject to the satisfaction or waiver
of certain conditions as described in the Offer to Purchase and the
Letter of Transmittal. 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 Expiration Date may be extended in Atwood's sole
discretion, without 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.
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 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 Final 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 on or prior to the
Expiration 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 Final Acceptance Date.
Atwood will pay the same price for all Notes
validly tendered at or below the Clearing Price and accepted for
purchase pursuant to the Offer. Holders whose Notes are validly
tendered 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 Final Settlement Date to, but
not including, the Final Settlement Date.
If at the Expiration Date the aggregate principal
amount of the Notes validly tendered at or below the Clearing Price
exceeds the Tender Cap, then on the Final Acceptance Date, Atwood
will accept for purchase (subject to the terms and conditions of
the Offer), first, Notes validly tendered at prices (in increments
of $2.50) below the Clearing Price and, thereafter, Notes validly
tendered 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 Final 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
Expiration Date, all Notes validly tendered at or prior to the
Expiration Date may be accepted without proration, subject to the
terms and conditions of the Offer.
Subject to the modifications
described in this press release, the terms and conditions of the
Offer are more fully 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#2027708
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