ENSCO PLC (ESV) filed a Form 8K - Other Events - with the U.S
Securities and Exchange Commission on January 09, 2017.
On January 9, 2017, Ensco plc (the "Company") completed its
previously announced private offers to exchange (the "Exchange
Offers") outstanding 4.70% Senior Notes due 2021 ("2021 Notes")
issued by the Company, 8.50% Senior Notes due 2019 ("2019 Notes")
issued by Pride International, Inc., a wholly owned subsidiary of
the Company ("Pride"), and 6.875% Senior Notes due 2020 ("2020
Notes") issued by Pride (collectively, the "Outstanding Notes") for
cash and new 8.00% Senior Notes due 2024 ("New Notes") issued by
the Company. Approximately $650 million aggregate principal amount
of Outstanding Notes were tendered and not validly withdrawn in the
Exchange Offers, consisting of $373,954,000 aggregate principal
amount of 2021 Notes, $145,831,000 aggregate principal amount of
2019 Notes and $129,776,000 aggregate principal amount of 2020
Notes. At closing, the Company issued $332,048,000 aggregate
principal amount of New Notes and paid $332,450,285 in cash
consideration (exclusive of accrued interest).
New Notes
The New Notes were issued pursuant to an Indenture dated as of
March 17, 2011 (the "Base Indenture") between the Company and
Deutsche Bank Trust Company Americas, as trustee, as amended and
supplemented by the Fourth Supplemental Indenture dated as of
January 9, 2017 (the "Supplemental Indenture"; the Base Indenture,
as amended and supplemented by the Supplemental Indenture, the
"Indenture").
The New Notes will mature on January 31, 2024 and will bear
interest at 8.00% per year. The Company will pay interest on the
New Notes semi-annually on January 31 and July 31 of each year,
commencing July 31, 2017, and will pay interest to the person in
whose name a New Note is registered at the close of business on
January 15 or July 15 preceding the interest payment date.
The Company may redeem the New Notes, in whole at any time or in
part from time to time, prior to their maturity. If the Company
elects to redeem the New Notes before October 31, 2023, the Company
will pay a redemption price equal to 100% of the principal amount
of the notes redeemed plus a "make-whole" premium. If the Company
elects to redeem the New Notes on or after October 31, 2023, the
Company will pay an amount equal to 100% of the principal amount of
the New Notes redeemed. In each case, the Company will also pay
accrued interest thereon to the date of redemption.
If certain changes in the tax law of certain tax jurisdictions
would require the Company to withhold taxes on payments on the New
Notes and pay Additional Amounts (as defined in the Supplemental
Indenture) with respect thereto, the Company may redeem the New
Notes in whole, but not in part, at a redemption price of 100% of
the aggregate principal amount thereof, together with accrued and
unpaid interest, if any, to the redemption date and all Additional
Amounts, if any, which otherwise would be payable to the date of
redemption.
The Indenture contains customary events of default, including,
among others, failure to pay principal or interest on the New Notes
when due. The Indenture also contains covenants, including, among
others, restrictions on the Company's ability and the ability of
certain subsidiaries to create liens on certain assets, engage in
certain sale/leaseback transactions and merge, consolidate or
transfer all or substantially all of its assets.
The New Notes have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or any state securities
law and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The New Notes
were offered only to persons who are (i) "qualified institutional
buyers" as defined in Rule 144A under the Securities Act or (ii)
outside the United States and persons other than "U.S. persons" as
defined in Rule 902 under the Securities Act. This Current Report
does not constitute an offer to sell, or a solicitation of an offer
to buy, any security and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful.
The foregoing description of the Base Indenture, the
Supplemental Indenture and the New Notes does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Base Indenture, the Supplemental Indenture and the form
of New Note, copies of which are filed as Exhibits 4.1, 4.2 and 4.3
hereto, respectively.
Registration Rights Agreement
In connection with the issuance of the New Notes, the Company
and Citigroup Global Markets Inc., HSBC Securities (USA) Inc., BNP
Paribas Securities Corp., Deutsche Bank Securities Inc. and DNB
Markets, Inc., as dealer managers, entered into a Registration
Rights Agreement dated as of January 9, 2017 (the "Registration
Rights Agreement"). The Registration Rights Agreement requires the
Company to use commercially reasonable efforts to file with the SEC
and cause to become effective a registration statement relating to
an offer to exchange the New Notes for an issue of SEC-registered
notes with terms identical to the New Notes within 270 days after
January 9, 2017. Under certain circumstances, the Company will be
obligated to file a shelf registration statement with respect to
the New Notes. If the Company fails to satisfy certain filing and
other obligations under the Registration Rights Agreement, the
Company must pay additional interest to holders of the New
Notes.
The foregoing description of the Registration Rights Agreement
does not purport to be complete and is qualified in its entirety by
reference to the full text of the Registration Rights Agreement, a
copy of which is filed as Exhibit 4.4 hereto.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/314808/000110465917001958/a17-1743_18k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/314808/000110465917001958/0001104659-17-001958-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
January 11, 2017 16:37 ET (21:37 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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