Ensco plc (NYSE:ESV) (“Ensco”) reported the results to date of
its pending private offers to exchange (the “offers”) outstanding
notes 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.” As of 5:00
p.m., New York City time, on December 19, 2016 (the “early
participation date”), approximately $609.7 million aggregate
principal amount of outstanding notes were tendered and not validly
withdrawn in the offers. As a result, the minimum new note
condition has been satisfied, and the consideration will be paid in
Ensco’s 8.00% Senior Notes due 2024, which Ensco refers to
collectively as the “new notes,” and cash as set forth below.
Ensco also announced that it has increased the cash
consideration payable in the offers to up to $850,000,000
(exclusive of accrued interest (as defined below), the “aggregate
maximum cash consideration”). In addition, Ensco has extended the
early participation date to 11:59 p.m., New York City time, on
January 4, 2017 for each series of outstanding notes, which is the
“expiration date” for the offers. Accordingly, all outstanding
notes tendered prior to the expiration date will be eligible to
receive the applicable consideration set forth in the table
below.
All other terms and conditions of the offers remain unchanged as
previously announced and described in the 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.
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terminated or withdrawn without amending, extending, terminating or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. 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, and
the aggregate principal amounts of each series of outstanding notes
that were validly tendered and not validly withdrawn on or prior to
5:00 p.m., New York City time, on December 19, 2016.
Series of Notes Issuer CUSIP
AggregatePrincipalAmountOutstandingPrior
toOffers
AcceptancePriorityLevel(1)
AggregatePrincipalAmount
ofOutstandingNotesTendered
PrincipalAmount ofNew
Notes(2)
CashConsideration(2)
4.70% Senior Notes due 2021 Ensco 29358QAA7 $683,065,000 1
$346,632,000 $485.00 $485.00 8.50% Senior Notes due 2019 Pride
74153QAG7 $438,013,000 2 $143,004,000 $560.00 $560.00 6.875% Senior
Notes due 2020 Pride 74153QAH5 $680,766,000 3 $120,079,000 $535.00
$535.00 ____________________ (1) Eligible holders (as
defined below) have the option of having their excess outstanding
notes returned to them or, because the minimum new note condition
has been 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 on the
expiration date, unless extended. The deadline for holders to
validly withdraw tenders of outstanding notes has passed.
Accordingly, outstanding notes that were already tendered and any
additional outstanding notes that are tendered at or prior to the
expiration date may not be withdrawn, except for certain limited
circumstances where additional withdrawal rights are required by
law. Assuming satisfaction or waiver of the remaining 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 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.
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 having a higher
acceptance priority level will be accepted before any outstanding
notes validly tendered having a lower acceptance priority level are
accepted.
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 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, (i) to have their excess outstanding
notes returned to them or (ii) because the minimum new note
condition has been 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 aggregate of the applicable
principal amount of new notes set forth in the table above and the
applicable amount of cash set forth in the table above. 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. For the avoidance
of doubt, any excess outstanding notes returned to a holder,
whether as a result of such election 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 (i) “qualified institutional buyers” as defined
in Rule 144A under the Securities Act (“QIBs”), and (ii) 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.
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/20161220005546/en/
Ensco plcInvestor & Media Contact:Sean O’Neill,
713-430-4607Vice President - Investor Relations and
Communications
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