Ensco Announces Commencement of Private Placement of $650 Million of Exchangeable Senior Notes due 2024
December 06 2016 - 4:06PM
Business Wire
Ensco plc (NYSE:ESV) (“Ensco”) announced today the commencement
of a private placement (the “Offering”) of $650 million aggregate
principal amount of exchangeable senior notes due 2024 to be issued
by Ensco Jersey Finance Limited, a company organized under the laws
of Jersey (the “Issuer”) and wholly owned subsidiary of Ensco. The
initial purchasers will have a 30-day option to purchase up to an
additional $97.5 million aggregate principal amount of notes.
Ensco expects to use the net proceeds from the Offering to fund
the cash portion of Ensco’s concurrent exchange offers for
outstanding 4.70% Senior Notes due 2021 issued by Ensco, 8.50%
Senior Notes due 2019 issued by Pride International, Inc., a wholly
owned subsidiary of Ensco (“Pride”) and 6.875% Senior Notes due
2020 issued by Pride. If the exchange offers, which are subject to
market conditions and other factors, are not consummated or the net
proceeds from the Offering exceed the total cash consideration
payable in the exchange offers, Ensco intends to use the remaining
net proceeds to repurchase or refinance other debt and for general
corporate purposes.
The notes will be senior unsecured obligations of the Issuer,
and will be fully and unconditionally guaranteed, on a senior
unsecured basis, by Ensco. The notes are expected to pay interest
semi-annually and will be exchangeable for cash, Ensco’s Class A
ordinary shares or a combination of cash and Class A ordinary
shares, at Ensco’s election. The notes will mature on January 31,
2024, unless earlier exchanged, redeemed or repurchased in
accordance with their terms prior to such date. Prior to July 31,
2023, the Notes will be convertible only upon the occurrence of
certain events and during certain periods, and thereafter, at any
time until the close of business on the business day immediately
preceding the maturity date. The interest rate, initial exchange
rate and certain other pricing terms of the notes will be
determined at the time of pricing of the Offering.
The notes will be offered and sold to persons reasonably
believed to be qualified institutional buyers in the United States
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”). The offer and sale of the notes, the
related guarantee and the Class A ordinary shares issuable upon
exchange of the notes have not been, and will not be, registered
under the Securities Act or any state securities laws and may not
be offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of, or
any solicitation of an offer to buy, these securities in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The exchange
offers are being made pursuant to an offering memorandum issued in
connection with the exchange offers, and this press release is not
an offer to purchase any notes in the exchange offers or an offer
to sell, or a solicitation of an offer to buy, any of the notes
issued in connection with the exchange offers.
Ensco plc (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/20161206006378/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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