ENSCO PLC (ESV) filed a Form 8K - Entry Into a Definitive
Agreement - with the U.S Securities and Exchange Commission on
December 06, 2016.
Purchase Agreement
On December 6, 2016, Ensco plc (the "Company") and Ensco Jersey
Finance Limited, a wholly owned subsidiary of the Company (the
"Issuer"), entered into a purchase agreement (the "Purchase
Agreement") with Citigroup Global Markets Inc. and HSBC Securities
(USA) Inc., as representatives of the several initial purchasers
named therein (collectively, the "Purchasers"), under which the
Issuer and the Company agreed to sell $849,500,000 aggregate
principal amount of the Issuer's 3.00% Exchangeable Senior Notes
due 2024, including $99,500,000 aggregate principal amount pursuant
to the Purchasers' option to acquire such additional amount (the
"Notes"), in a private placement (the "Private Placement")
conducted pursuant to Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"). The Notes were issued at an
issue price of 100% of par for net proceeds of approximately $825.0
million, after deducting the Purchasers' discount and estimated
expenses of the offering. The closing of the issuance of the Notes
occurred on December 12, 2016. The Company intends to use the net
proceeds from the Private Placement to fund the cash portion of the
purchase price of Notes subject to previously announced exchange
offers, to repurchase or refinance other debt and for general
corporate purposes.
The Purchase Agreement contains customary representations,
warranties and agreements of the Company and the Issuer and
customary indemnification rights.
The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to the full text of the Purchase
Agreement, a copy of which is filed as Exhibit 10.1 to this
report.
Indenture
The Notes were issued by the Issuer under an Indenture (the
"Indenture") dated as of December 12, 2016 among the Company, the
Issuer, and Deutsche Bank Trust Company Americas, as trustee (the
"Trustee"). The Notes bear interest at a rate of 3.00% per year,
payable semiannually in arrears on January 31 and July 31 of each
year, beginning on July 31, 2017. The Notes will mature on January
31, 2024, unless earlier exchanged, redeemed or repurchased. The
Notes are fully and unconditionally guaranteed, on a senior,
unsecured basis by the Company.
Holders may exchange their Notes at their option at any time
prior to the close of business on the business day immediately
preceding July 31, 2023 only under the following circumstances: (i)
during any calendar quarter commencing after the calendar quarter
ending on March 31, 2017 (and only during such calendar quarter),
if the last reported sale price of the Company's Class A ordinary
shares for at least 20 trading days (whether or not consecutive)
during the period of 30 consecutive trading days ending on, and
including, the last trading day of the immediately preceding
calendar quarter is greater than or equal to 130% of the applicable
exchange price on each of such 20 trading days; (ii) during the
five business day period after any five consecutive trading day
period (the "measurement period") in which the trading price (as
defined in the Indenture) per $1,000 principal amount of Notes for
each trading day of the measurement period was less than 98% of the
product of the last reported sale price of the Company's Class A
ordinary shares and the applicable exchange rate on each such
trading day;
(iii) upon the occurrence of specified corporate events; or (iv)
if the Issuer calls any or all of the Notes for redemption in the
event of certain tax law changes, at any time prior to the close of
business on the business day immediately preceding the redemption
date. On or after July 31, 2023 until the close of business on the
business day immediately preceding the maturity date, holders may
exchange their Notes at any time, regardless of the foregoing
circumstances. Upon exchange of each $1,000 principal amount of
Notes, the Issuer will deliver one exchangeable redeemable
preference share (an "ERPS") of the Issuer with a par value of
$0.0000001 and a paid-up value of $1,000, as provided in the
Indenture and the Articles of Association of the Issuer (the
"Issuer Articles"), which ERPS will be fully and unconditionally
guaranteed by the Company pursuant to a Deed Poll entered into by
the Company in favor of the Issuer and the holders of any ERPS (the
"Deed Poll"). Upon issuance, each ERPS will be immediately
transferred, without any action on the part of the exchanging
holder, to the Company in consideration for the Company's payment
or delivery, as the case may be, of cash, Class A ordinary shares
or a combination of cash and Class A ordinary shares, at the
Company's election.
The exchange rate will initially be 71.3343 Class A ordinary
shares per $1,000 principal amount of Notes (equivalent to an
initial exchange price of approximately $14.02 per Class A ordinary
share). The exchange rate will be subject to adjustment in some
events but will not be adjusted for any accrued and unpaid
interest. In addition, following certain corporate events that
occur prior to the maturity date, the exchange rate will increase,
in certain circumstances, for a holder who elects to exchange its
Notes in connection with such a corporate event. In no event will
the exchange rate per $1,000 principal amount of Notes as a result
of this adjustment exceed 94.5180 Class A ordinary shares, subject
to adjustment as provided in the Indenture.
The Notes may not be redeemed by the Issuer except in the event
of certain tax law changes. In addition, no sinking fund is
provided for the Notes.
The Indenture contains customary events of default. If an event
of default occurs and is continuing, the Trustee or the holders of
at least 25% in principal amount of the outstanding notes may
declare 100% of the principal of and accrued and unpaid interest,
if any, on the Notes to be due and payable. In case of certain
events of bankruptcy, insolvency or reorganization involving the
Company or the Issuer, 100% of the principal of and accrued and
unpaid interest on the Notes will automatically become due and
payable. Upon such a declaration of acceleration, such principal
and accrued and unpaid interest, if any, will be due and payable
immediately.
If a fundamental change (as defined in the Indenture) occurs,
holders may require the Issuer to repurchase for cash all or any
portion of their Notes at a fundamental change repurchase price
equal to 100% of the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest, if any, to, but
excluding, the fundamental change repurchase date.
If, at any time during the six-month period beginning on, and
including, the date that is six months after the date of issuance
of the Notes, the Company fails to timely file any document or
report that it is required to file with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as applicable (after giving effect to all
applicable grace periods thereunder and other than reports on Form
8-K), or the Notes are not otherwise freely tradable pursuant to
Rule 144 under the Securities Act of 1933 (the "Securities
Act"), by holders other than the Issuer's or the Company's
affiliates or holders that were the Issuer's or the Company's
affiliates at any time during the three months immediately
preceding, the Issuer will pay additional interest on such Notes at
a rate of 0.50% per annum of the principal amount of such Notes
outstanding for each day during such period for which the Company's
failure to file has occurred and is continuing or such Notes are
not otherwise freely tradable by holders other than the Issuer's or
Company's affiliates (or holders that were the Issuer's or the
Company's affiliates at any time during the three months
immediately preceding).
Further, if, and for so long as, the restrictive legend on the
Notes has not been removed, the Notes are assigned a restricted
CUSIP or the Notes are not otherwise freely tradable pursuant to
Rule 144 under the Securities Act by holders other than the
Issuer's or the Company's affiliates or holders that were the
Issuer's or the Company's affiliates at any time during the three
months immediately preceding as of the 375th day after the date of
issuance of the Notes, the Issuer will pay additional interest on
such Notes at a rate equal to 0.50% per annum of the principal
amount of such Notes outstanding until the restrictive legend has
been removed from the Notes, the Notes are assigned an unrestricted
CUSIP and the Notes are freely tradable as described above by
holders other than the Issuer's or the Company's affiliates (or
holders that were the Issuer's or the Company's affiliates at any
time during the three months immediately preceding).
...This item was truncated.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/314808/000110465916161688/a16-22985_18k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/314808/000110465916161688/0001104659-16-161688-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
(END) Dow Jones Newswires
December 12, 2016 17:12 ET (22:12 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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