Ensco Announces Cash Tender Offers

LONDON–(BUSINESS WIRE)–Ensco plc (NYSE:ESV) (“Ensco” or the “Company”) announced today that it
has commenced cash tender offers (collectively, the “Tender Offers,” and
each offer to purchase a series of notes individually, a “Tender Offer”)
to purchase up to $492,500,000 aggregate purchase price, exclusive of
accrued interest (the “Aggregate Maximum Purchase Amount”), of the
outstanding notes of Ensco and its wholly owned subsidiary Pride
International, Inc. (“Pride”) set forth in the table below
(collectively, the “Notes”).

No more than $235,000,000 aggregate purchase price, exclusive of accrued
interest (the “Capped Notes Tender Cap”), of 6.875% Senior Notes due
2020 and 4.70% Senior Notes due 2021 (collectively, the “Capped Notes”)
will be purchased in the Tender Offers. The terms and conditions of the
Tender Offers are described in an Offer to Purchase dated January 10,
2018 (the “Offer to Purchase”).

Each of the Tender Offers will expire at 11:59 p.m., New York City time,
on February 7, 2018, or any other date and time to which Ensco extends
such Tender Offer (such date and time with respect to a Tender Offer, as
it may be extended for such Tender Offer, the “Expiration Date”), unless
earlier terminated. No tenders will be valid if submitted after the
Expiration Date. Tendered Notes may be validly withdrawn from the
applicable Tender Offer at or prior to, but not after, 5:00 p.m., New
York City time, on January 24, 2018 (such date and time with respect to
a Tender Offer, as it may be extended for such Tender Offer, the
“Withdrawal Deadline”). Holders of Notes who tender their Notes after
the Withdrawal Deadline, but prior to the Expiration Date, may not
withdraw their tendered Notes, except for certain limited circumstances
where additional withdrawal rights are required by law.

Upon the terms and subject to the conditions of the Tender Offers, the
consideration for each $1,000 principal amount of Notes validly tendered
and accepted for purchase pursuant to the Tender Offers will be the
tender offer consideration for the applicable series of Notes set forth
in the table above (with respect to each series of Notes, the “Tender
Offer Consideration”). Holders of Notes that are validly tendered at or
prior to 5:00 p.m., New York City time, on January 24, 2018 (such date
and time with respect to a Tender Offer, as it may be extended for such
Tender Offer, the “Early Tender Date”) and accepted for purchase
pursuant to the Tender Offers will receive the applicable Tender Offer
Consideration plus the applicable early tender premium for the
applicable series of Notes set forth in the table above (with respect to
each series of Notes, the “Early Tender Premium” and, together with the
applicable Tender Offer Consideration, the “Total Consideration”).
Holders of Notes validly tendered after the Early Tender Date, but
before the Expiration Date, and accepted for purchase pursuant to the
Tender Offers will receive the applicable Tender Offer Consideration,
but not the Early Tender Premium.

In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all holders of Notes accepted for purchase
pursuant to the Tender Offers will, on the Early Settlement Date or the
Final Settlement Date (each as defined below), as applicable, also
receive accrued and unpaid interest on those Notes from the last
interest payment date with respect to those Notes to, but not including,
the Early Settlement Date or the Final Settlement Date, as applicable.

Ensco reserves the right, in its sole discretion, to increase or
decrease the Aggregate Maximum Purchase Amount or the Capped Notes
Tender Cap at any time without extending the Early Tender Date or the
Withdrawal Deadline or otherwise reinstating withdrawal rights for any
Tender Offer, subject to compliance with applicable law, which could
result in Ensco’s purchasing a greater or lesser amount of Notes in the
Tender Offers. There can be no assurance that Ensco will change the
Aggregate Maximum Purchase Amount or the Capped Notes Tender Cap. If
Ensco changes the Aggregate Maximum Purchase Amount or the Capped Notes
Tender Cap, it does not expect to extend the Withdrawal Deadline,
subject to applicable law.

Ensco reserves the right, in its sole discretion, at any point following
the Early Tender Date and before the Expiration Date, to accept for
purchase any Notes validly tendered at or prior to the Early Tender Date
(the date of such acceptance and purchase, the “Early Settlement Date”),
subject to the Aggregate Maximum Purchase Amount, the Acceptance
Priority Levels, the Capped Notes Tender Cap and proration as described
in the Offer to Purchase. The Early Settlement Date will be determined
at Ensco’s option and is currently expected to occur on January 26,
2018, assuming the conditions to the Tender Offers have been either
satisfied or waived by Ensco at or prior to the Early Settlement Date.
If Ensco elects to have an Early Settlement Date, it will accept Notes
validly tendered at or prior to the Early Tender Date, subject to the
Aggregate Maximum Purchase Amount, the Acceptance Priority Levels, the
Capped Notes Tender Cap and proration as described in the Offer to
Purchase. Irrespective of whether Ensco chooses to exercise its option
to have an Early Settlement Date, it will purchase any remaining Notes
that have been validly tendered at or prior to the Expiration Date and
accepted for purchase, subject to all conditions to the Tender Offers
having been either satisfied or waived by Ensco, promptly following the
Expiration Date (the date of such acceptance and purchase, the “Final
Settlement Date”; the Final Settlement Date and the Early Settlement
Date each being a “Settlement Date”), subject to the Aggregate Maximum
Purchase Amount, the Acceptance Priority Levels, the Capped Notes Tender
Cap and proration as described in the Offer to Purchase. The Final
Settlement Date is expected to occur on the second business day
following the Expiration Date, assuming the conditions to the Tender
Offers have been either satisfied or waived by Ensco at or prior to the
Expiration Date and the Aggregate Maximum Purchase Amount is not
purchased on the Early Settlement Date.

Subject to the Aggregate Maximum Purchase Amount, the Capped Notes
Tender Cap and proration as described in the Offer to Purchase, all
Notes validly tendered at or before the Early Tender Date having a
higher Acceptance Priority Level will be accepted before any Notes
validly tendered at or before the Early Tender Date having a lower
Acceptance Priority Level are accepted, and all Notes validly tendered
after the Early Tender Date having a higher Acceptance Priority Level
will be accepted before any Notes validly tendered after the Early
Tender Date having a lower Acceptance Priority Level are accepted in the
Tender Offers. Accordingly, subject to the Capped Notes Tender Cap, all
validly tendered Notes with an Acceptance Priority Level 1 will be
accepted before any validly tendered Notes with an Acceptance Priority
Level 2, and so on, until the Aggregate Maximum Purchase Amount is
allocated. Once all Notes validly tendered in a certain Acceptance
Priority Level have been accepted, Notes from the next Acceptance
Priority Level may be accepted. If the remaining portion of the
Aggregate Maximum Purchase Amount and the Capped Notes Tender Cap, as
applicable, is adequate to purchase some but not all of the aggregate
principal amount of Notes validly tendered within the next Acceptance
Priority Level, Notes validly tendered in that Acceptance Priority Level
will be accepted on a pro rata basis, based on the aggregate principal
amount of Notes validly tendered with respect to that Acceptance
Priority Level, and no Notes with a lower Acceptance Priority Level will
be accepted.

Notwithstanding the foregoing, even if the Tender Offers are not fully
subscribed as of the Early Tender Date, subject to the Aggregate Maximum
Purchase Amount and the Capped Notes Tender Cap, Notes validly tendered
at or before the Early Tender Date will be accepted for purchase in
priority to other Notes validly tendered after the Early Tender Date,
even if such Notes validly tendered after the Early Tender Date have a
higher Acceptance Priority Level than Notes validly tendered prior to
the Early Tender Date. In addition, if the aggregate purchase price of
Notes validly tendered at or before the Early Tender Date exceeds the
Aggregate Maximum Purchase Amount, Ensco will not accept for purchase
any Notes tendered after the Early Tender Date. If the aggregate
purchase price of the Capped Notes validly tendered at or before the
Early Tender Date exceeds the Capped Notes Tender Cap, Ensco will not
accept for purchase any Capped Notes tendered after the Early Tender
Date, even if some or all of such Capped Notes have a higher Acceptance
Priority Level than those previously tendered and accepted.

Acceptance for tenders of any series of Notes may be subject to
proration as to such series if the aggregate purchase price of the Notes
of such series would cause the Aggregate Maximum Purchase Amount to be
exceeded. Acceptance for tenders of any series of Capped Notes may be
subject to proration if the aggregate purchase price (exclusive of
accrued interest) of such series exceeds the Capped Notes Tender Cap.
Furthermore, if the Tender Offers are fully subscribed as of the Early
Tender Date, holders who validly tender Notes after the Early Tender
Date will not have any of their Notes accepted for purchase.

The Tender Offers are not conditioned upon a minimum amount of Notes of
any series, or a minimum amount of Notes of all series, being tendered.
However, the Tender Offers are subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer to
Purchase, including receipt by Ensco of net proceeds from a concurrent
offering of Senior Notes due 2026 to finance the Tender Offer
Consideration and the Total Consideration.

Deutsche Bank Securities Inc., Citigroup Global Markets Inc., BNP
Paribas Securities Corp., DNB Markets, Inc., HSBC Securities (USA) Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
LLC and Skandinaviska Enskilda Banken AB are acting as the dealer
managers in the Tender Offers. Global Bondholder Services Corporation
has been retained to serve as both the depositary and the information
agent for the Tender Offers. Persons with questions regarding the Tender
Offers should contact Deutsche Bank Securities Inc. at (toll-free) (855)
287-1922 or (collect) (212) 250-7527; or Citigroup Global Markets Inc.
at (toll-free) (800) 558-3745 or (collect) (212) 723-6106. Requests for
copies of the Offer to Purchase and other related materials should be
directed to Global Bondholder Services Corporation at (toll-free) (866)
470-4200 or (collect) (212) 430-3774.

None of Ensco, its board of directors, its officers, the dealer
managers, the depositary, the information agent or the trustees with
respect to the Notes, or any of Ensco’s or their respective affiliates,
makes any recommendation that holders tender or refrain from tendering
all or any portion of the principal amount of their Notes, 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 tender their Notes
and, if so, the principal amount of Notes to tender. The Tender Offers
are made only by the Offer to Purchase and related Letter of
Transmittal. This press release is neither an offer to purchase nor a
solicitation of an offer to sell any notes in the Tender Offers. The
Tender Offers are not being made to holders of 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 Tender Offers are required to be made by a
licensed broker or dealer, the Tender 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 the solicitation of an
offer to buy any securities issued in connection with any notes
offering, nor shall there be any sale of the securities issued in such
offering in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Any such securities will be
offered only by means of a prospectus, including a prospectus supplement
relating to such securities, meeting the requirements of Section 10 of
the U.S. Securities Act of 1933.

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 corporate headquarters located at 6
Chesterfield Gardens, London W1J 5BQ.

Contacts

Ensco plc
Investor & Media Contact:
Nick Georgas,
713-430-4607
Director – Investor Relations and Communications