Ensco plc (NYSE:ESV) (“Ensco”) announced today that it has
commenced private offers to exchange outstanding notes (the
“offers”) issued by Ensco and Pride International, Inc., a wholly
owned subsidiary of Ensco (“Pride”), listed in the below table,
which Ensco refers to collectively as the “outstanding notes.” The
consideration for the offers will be paid in Ensco’s 8.00% Senior
Notes due 2024, which Ensco refers to collectively as the “new
notes,” and up to $500,000,000 in cash (exclusive of accrued
interest (as defined below), the “aggregate maximum cash
consideration”) if, as of the early participation date (as defined
below), the aggregate principal amount of new notes to be issued
pursuant to the offers in exchange for outstanding notes validly
tendered as of the early participation date equals or exceeds
$300,000,000 (the “minimum new note condition”). The consideration
will be paid only in cash up to the aggregate maximum cash
consideration if, as of the early participation date, the minimum
new note condition is not satisfied.
The offers are being made in connection with a concurrent
private placement of exchangeable senior notes due 2024 (the
“exchangeable debt financing”). Ensco expects to use net proceeds
from the exchangeable debt financing to finance its payment of the
aggregate cash consideration in the offers.
The terms and conditions of the offers are described in an
offering memorandum dated December 6, 2016 (as it may be amended or
supplemented from time to time, the “offering memorandum”) and the
accompanying letter of transmittal (as it may be amended or
supplemented from time to time, the “letter of transmittal” and,
together with the offering memorandum, the “offer documents”).
The amount of each series of outstanding notes to be exchanged
or purchased, as applicable, for the applicable consideration will
be determined in accordance with the acceptance priority levels set
forth in the table below, subject to proration as discussed below.
In addition, outstanding notes validly tendered at or before the
early participation date will have priority in acceptance over
outstanding notes validly tendered after the early participation
date. Each offer with respect to a series of outstanding notes is a
separate offer and may be individually amended, extended,
terminated or withdrawn without amending, extending, terminating or
withdrawing an offer with respect to any other series of
outstanding notes. Because the aggregate principal amount of
outstanding notes tendered pursuant to the offers and new notes to
be issued pursuant to the offers will not be known until after the
withdrawal deadline (as defined below) has passed, an eligible
holder (as defined below) tendering outstanding notes may not know
whether such holder will receive, for any outstanding notes
tendered in the applicable offer and accepted by Ensco, a
combination of cash and new notes, cash only or new notes only. If
the minimum new note condition is satisfied, unless a tendering
holder affirmatively elects to have its excess outstanding notes
(as defined below) returned, such holder will receive only new
notes in exchange for such excess outstanding notes accepted in the
offers.
The following table sets forth certain terms of the offers:
AggregatePrincipalAmountOutstanding
AcceptancePriorityLevel(1)
Principal Amount ofNew
Notes(2)
Series of Notes Issuer CUSIP
EarlyParticipationConsideration
LateParticipationConsideration
CashConsideration(2)
4.70% Senior Notes due 2021 Ensco 29358QAA7 $683,065,000 1 $485.00
$435.00 $485.00 8.50% Senior Notes due 2019 Pride 74153QAG7
$438,013,000 2 $560.00 $510.00 $560.00 6.875% Senior Notes due 2020
Pride 74153QAH5 $680,766,000 3 $535.00 $485.00 $535.00
____________________ (1)
All outstanding notes that are tendered
for exchange or purchase on or before the early participation date
will have priority over outstanding notes that are tendered for
exchange or purchase after the early participation date, even if
such outstanding notes tendered after the early participation date
have a higher acceptance priority level than outstanding notes
tendered on or before the early participation date. Eligible
holders (as defined below) will have the option of having their
excess outstanding notes returned to them or, if the minimum new
note condition is satisfied, having their excess outstanding notes
accepted for exchange solely for new notes.
(2)
For each $1,000 principal amount of
outstanding notes validly tendered and accepted for exchange or
purchase.
Each of the offers to eligible holders will expire at 11:59
p.m., New York City time, on January 4, 2017, unless extended (such
time and date, as it may be extended, the “expiration date”). To be
eligible to receive the applicable early participation payment (as
defined below), eligible holders must tender their outstanding
notes at or prior to 5:00 p.m., New York City time, on December 19,
2016, unless extended (such time and date, as it may be extended,
the “early participation date”). Rights to withdraw tendered
outstanding notes terminate at 5:00 p.m., New York City time, on
December 19, 2016 (such time and date, as it may be extended, the
“withdrawal deadline”), except for certain limited circumstances
where additional withdrawal rights are required by law. The early
participation date with respect to an offer can be extended
independently of the withdrawal deadline for such offer and of the
early participation date or withdrawal deadline with respect to any
other offer. Assuming satisfaction or waiver of the conditions to
the offers, the settlement date of the offers is expected be the
third business day following the expiration date or as soon as
practicable thereafter.
The offers are subject to the satisfaction or waiver of certain
conditions, including a financing condition (as described in the
offering memorandum). The offers are not conditioned upon a minimum
amount of outstanding notes of any series, or a minimum amount of
outstanding notes of all series, being tendered. The purpose of the
offers is to reduce the principal amount of outstanding debt
securities of Ensco and Pride with near-term maturities held by the
public.
Only eligible holders who validly tender their outstanding notes
prior to the early participation date will be eligible to receive,
for each $1,000 principal amount of outstanding notes so tendered,
the applicable principal amount of new notes set forth in the table
above under the heading “Early Participation Consideration” (the
“early participation consideration”) plus the applicable amount of
cash set forth in the table above under the heading “Cash
Consideration” (the “cash consideration” and, together with the
early participation consideration, the “early participation
payment”), which varies by series of outstanding notes as specified
in the above table. Eligible holders who validly tender outstanding
notes after the early participation date but prior to the
expiration date will be eligible to receive, for each $1,000
principal amount of outstanding notes so tendered, only the
applicable principal amount of new notes set forth in the table
above under the heading “Late Participation Consideration” (the
“late participation consideration”) plus the applicable cash
consideration (together with the late participation consideration,
the “late participation payment”). Any outstanding notes validly
withdrawn will be deemed to be not validly tendered for purposes of
the offers.
If, as of the early participation date, the minimum new note
condition is satisfied, for each $1,000 principal amount of
outstanding notes (other than excess outstanding notes) accepted
for exchange, a tendering holder whose outstanding notes are
validly tendered and accepted for exchange will receive the
applicable cash consideration and a principal amount of new notes
equal to the early participation consideration (for outstanding
notes tendered at or prior to the early participation date) or the
late participation consideration (for outstanding notes tendered
after the early participation date), in each case as set forth in
the table above.
If, as of the early participation date, the minimum new note
condition is not satisfied, for each $1,000 principal amount of
outstanding notes accepted for purchase, a tendering holder whose
notes are validly tendered and accepted for purchase will be paid
only in cash in an amount equal to (1) the applicable cash
consideration per outstanding note plus (2) the principal amount of
the applicable early participation consideration (for outstanding
notes tendered at or prior to the early participation date) or the
applicable late participation consideration (for outstanding notes
tendered after the early participation date), in each case as set
forth in the table above.
All eligible holders whose outstanding notes are validly
tendered and accepted for exchange or purchase will also receive a
cash payment equal to the accrued and unpaid interest on their
outstanding notes from the last applicable interest payment date up
to but excluding the settlement date (“accrued interest”).
Because the amount of cash consideration is limited to the
aggregate maximum cash consideration, the outstanding notes will be
exchanged or purchased based on the “acceptance priority level” (in
numerical priority order) as set forth in the table above and
proration as described below and in the offering memorandum.
Outstanding notes not accepted due to their acceptance priority
level or proration will be returned to their tendering holders
promptly following the expiration or termination of the offers,
subject to the election made or deemed to be made with respect to
excess outstanding notes described below.
Subject to the aggregate maximum cash consideration and
proration, all outstanding notes validly tendered at or before the
early participation date having a higher acceptance priority level
will be accepted before any outstanding notes validly tendered at
or before the early participation date having a lower acceptance
priority level are accepted, and all outstanding notes validly
tendered after the early participation date having a higher
acceptance priority level will be accepted before any outstanding
notes validly tendered after the early participation date having a
lower acceptance priority level are accepted. However, even if the
offers are not fully subscribed as of the early participation date,
subject to the aggregate maximum cash consideration, outstanding
notes validly tendered at or prior to the early participation date
will be accepted for purchase before any outstanding notes validly
tendered after the early participation date are accepted for
purchase, even if such outstanding notes validly tendered after the
early participation date have a higher acceptance priority level
than outstanding notes validly tendered at or prior to the early
participation date. Therefore, if the aggregate amount of the cash
consideration payable with respect to outstanding notes validly
tendered at or prior to the early participation date equals or
exceeds the aggregate maximum cash consideration, Ensco will not
accept for purchase any outstanding notes tendered after the early
participation date with respect to which an election is made to
have such excess outstanding notes returned to the holder
thereof.
Ensco refers to the outstanding notes that are validly tendered
but not accepted in the offers due to the application of acceptance
priority levels or proration as the “excess outstanding notes.”
Eligible holders tendering outstanding notes will have the option
of electing whether, in the event that any of such notes are not
accepted in the offers due to the application of acceptance
priority levels or proration, (1) to have their excess outstanding
notes returned to them or (2) if the minimum new note condition is
satisfied, to have their excess outstanding notes accepted for
exchange solely for new notes in a principal amount of new notes
per $1,000 principal amount of excess outstanding notes equal to
the applicable early participation payment (for outstanding notes
tendered at or prior to the early participation date) or the
applicable late participation payment (for outstanding notes
tendered after the early participation date). Eligible holders of
outstanding notes who do not specify an election with respect to
their excess outstanding notes will have their excess outstanding
notes, if any, exchanged for new notes, which could result in the
tendering holder receiving only new notes pursuant to the offers.
Upon the terms and subject to the conditions set forth in the offer
documents, excess outstanding notes of a series will be accepted
for exchange for new notes in accordance with such election at the
same time as other outstanding notes of such series are accepted
for exchange and will be settled on the same settlement date as
such other outstanding notes. If the minimum new note condition is
not satisfied and only cash will be used as consideration, any
excess outstanding notes will be returned to the holders. For the
avoidance of doubt, any excess outstanding notes returned to a
holder, whether as a result of such election, the failure of the
minimum new note condition or otherwise, will not be considered
accepted for exchange or purchase in the offers. A holder’s
election or deemed election with respect to excess outstanding
notes may not be changed or revoked without withdrawing tendered
outstanding notes to which such election or deemed election
relates.
____________________
This press release is not an offer to sell, or a solicitation of
an offer to buy, any of the new notes. Ensco has not registered the
new notes or the offering thereof under the Securities Act of 1933,
as amended, which Ensco refers to as the “Securities Act,” or any
state or foreign securities laws. The new notes may not be offered
or sold in the United States or to any U.S. persons except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Accordingly, the
offers are being made, and the new notes are being offered and will
be issued, only to (1) “qualified institutional buyers” as defined
in Rule 144A under the Securities Act (“QIBs”), and (2) outside the
United States, to persons other than “U.S. persons” as defined in
Rule 902 under the Securities Act in compliance with Regulation S
under the Securities Act (such holders, the “eligible holders”).
Only eligible holders who have completed and returned an
eligibility certification (the “eligibility certification”),
available from Global Bondholder Services Corporation, are
authorized to receive and review the offer documents and to
participate in the offers.
Global Bondholder Services Corporation has been retained to
serve as both the exchange agent and the information agent for the
offers. Eligible holders should direct their requests for copies of
the offering memorandum, the related letter of transmittal and
other related materials to Global Bondholder Services Corporation
at (toll-free) (866) 470-4300 or (collect) (212) 430-3774.
None of Ensco, its board of directors, its officers, the dealer
managers, the exchange agent, the information agent or the trustees
with respect to the outstanding notes, or any of Ensco’s or their
respective affiliates, makes any recommendation that holders tender
any outstanding notes in response to the offers, 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 participate
and, if so, the principal amount of outstanding notes to tender.
The offers are made only by the offering memorandum and related
letter of transmittal. This press release is neither an offer to
sell or purchase, nor a solicitation of an offer to sell or
purchase, any outstanding notes or new notes in the offers. The
offers are not being made to holders of outstanding 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 offers are required
to be made by a licensed broker or dealer, the offers will be
deemed to be made on behalf of Ensco by the dealer managers or one
or more registered brokers or dealers that are licensed under the
laws of such jurisdiction.
This press release is not an offer to sell, or a solicitation of
an offer to buy, any of the exchangeable senior notes. The
exchangeable senior 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.
Ensco (NYSE:ESV) is a global provider of offshore drilling
services to the petroleum industry. Ensco plc is an English limited
company (England No. 7023598) with its registered office and
corporate headquarters located at 6 Chesterfield Gardens, 3rd
Floor, London, United Kingdom W1J 5BQ.
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version on businesswire.com: http://www.businesswire.com/news/home/20161206006380/en/
Ensco plcInvestor & Media Contacts:Sean O’Neill,
713-430-4607Vice President - Investor Relations and
CommunicationsorKevin D. Smith, 713-430-4490Director - Investor
Relations
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