Ensco Announces Increase in Aggregate Maximum Purchase Price for Cash Tender Offers
LONDON–(BUSINESS WIRE)–Ensco plc (NYSE:ESV) (“Ensco” or the “Company”) announced today that it
has increased the maximum aggregate purchase price in the previously
announced cash tender offers (collectively, the “Tender Offers,” and
each offer to purchase a series of notes individually, a “Tender Offer”)
to purchase the outstanding notes of Ensco and its wholly owned
subsidiary Pride International, Inc. (“Pride”) set forth in the table
below (collectively, the “Notes”) to $985,000,000, exclusive of accrued
interest (the “Aggregate Maximum Purchase Amount”). In addition, the
Company has increased the maximum aggregate purchase price, exclusive of
accrued interest, of 6.875% Senior Notes due 2020 and 4.70% Senior Notes
due 2021 (collectively, the “Capped Notes”) to $728,000,000 (the “Capped
Notes Tender Cap”).
All other terms and conditions of the Tender Offers remain unchanged as
previously announced and described in the Offer to Purchase, dated
January 10, 2018 (as it may be amended or supplemented from time to
time, the “Offer to Purchase”).
Aggregate |
Dollars per $1,000 Principal Amount of Notes | |||||||
Series of Notes | Issuer |
CUSIP |
Capped Notes |
Acceptance |
Tender Offer |
Early Tender |
Total |
|
8.50% Senior Notes due 2019 | Pride | 74153Q AG7 | $237,545,000 | N/A | 1 | $1,052.46 | $30.00 | $1,082.46 |
6.875% Senior Notes due 2020 | Pride | 74153Q AH5 | $450,900,000 | $728,000,000(4) | 2 | $1,050.00 | $30.00 | $1,080.00 |
4.70% Senior Notes due 2021 | Ensco | 29358Q AA7 | $269,718,000 | 3 | $990.00 | $30.00 | $1,020.00 |
____________________ | |
(1) | As of January 9, 2018. |
(2) |
Per $1,000 principal amount of Notes validly tendered and accepted for purchase. |
(3) | Includes the Early Tender Premium. |
(4) |
The Capped Notes Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the 6.875% Senior Notes due 2020 and 4.70% Senior Notes due 2021 collectively. |
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 Tendered Notes may be validly withdrawn from the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.
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 (as
defined below) 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 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 “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 (as defined in the Offer to Purchase), 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.
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.
The Company and its affiliates may from time to time, after completion
of the Tender Offers, purchase additional Notes in the open market, in
privately negotiated transactions, through tender offers, exchange
offers or otherwise or the Company may redeem the Notes pursuant to
their terms. Any future purchases, exchanges or redemptions may be on
the same terms or on terms that are more or less favorable to holders of
Notes than the terms of the Tender Offers. Any future purchases,
exchanges or redemptions by the Company and its affiliates will depend
on various factors existing at that time. There can be no assurance as
to which, if any, of these alternatives (or combinations thereof) the
Company and its affiliates may choose to pursue in the future.
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