Ensco plc Files Investor Presentation

Highlights Compelling Strategic and Financial Rationale of
Pending
Acquisition of Atwood Oceanics
Adds High-Specification Assets at
Attractive, Below-Market Values
Provides Substantial Upside to
Offshore Recovery
Maintains Financial Flexibility Through 2024

LONDON–(BUSINESS WIRE)–Ensco plc (NYSE: ESV) (“Ensco” or the “company”) today announced that it
has filed an investor presentation with the U.S. Securities & Exchange
Commission (“SEC”) that provides an overview of the rationale for and
benefits of its pending acquisition of Atwood Oceanics, Inc. (NYSE:
ATW). The presentation is also available on the Investors section of
Ensco’s website at http://www.enscoplc.com/investors/default.aspx.

Key highlights of the pending transaction:

High-Quality Assets: Unique opportunity to add
high-specification, complementary assets in scale that will
significantly strengthen and renew Ensco’s fleet

• Floater fleet renewal in scale is required for Ensco to remain
  competitive over time; Atwood’s four best-in-class¹
  ultra-deepwater drillships increase Ensco’s exposure to this critical
  segment of the high-specification rig market.
• Atwood’s ultra-deepwater semisubmersibles significantly enhance
  Ensco’s fleet and add leading exposure to the Australian market where
  Ensco has not historically had a meaningful presence.
• Atwood’s five premium jackups will facilitate fleet renewal and enable
  the rationalization of Ensco’s older assets over time.

The Right Time: Recent marketing success and
customer dialogue support timing to add high-specification assets while
valuations remain attractive

• Contract awards and indicators of future customer demand have shown
  positive signs recently, and the company expects established offshore
  drillers with superior technology, high-specification assets and
  geographic reach to be best positioned to grow market share.
  • On 11 July 2017, Ensco announced that it had been awarded three
    drillship contracts offshore West Africa, representing an
    aggregate three years of contracted term and more than six
    additional years of options.
  • Additionally, Atwood recently announced that it had been awarded a
    drillship contract from Kosmos Energy offshore West Africa.

Compelling Value: Acquisition of
high-specification assets at per-rig values materially below market
enables Ensco to generate significant shareholder value accretion
relative to stand-alone scenarios

• The company estimates the purchase price for Atwood’s six floaters is
  approximately $222 million per rig, including the acquisition premium,
  which is well below values for comparable assets that could not be
  acquired in similar scale.
• The transaction is expected to generate double-digit accretion in the
  current environment while also remaining significantly accretive in
  protracted recovery scenarios.
• Ensco participated in a competitive process, securing Atwood’s
  high-specification assets with a disciplined proposal that was within
  10% of a competing bid, demonstrating value in line with the market.
• The acquisition offers meaningful, achievable synergies that provide
  significant value to Ensco shareholders.
• Ensco previously announced targeted annual run-rate expense synergies
  of $65 million beginning in 2019, and following initial integration
  planning, the company now expects to exceed these targets.
  • 2018 expense synergies are projected to exceed $45 million.
  • Total synergies create more than $400 million of present value at
    a 10% discount rate, with more than $280 million expected to
    accrue to Ensco shareholders (or approximately 20% of Ensco’s
    current share price).

Substantial Upside: Atwood’s premium assets are
expected to have a strong EBITDA growth profile in a market recovery,
which would provide significant upside to Ensco’s share price

• Based on assumptions outlined in the presentation, Atwood’s six
  floaters could generate EBITDA of approximately $100 million per year
  if contracted day rates were to average $200,000 and approximately
  $500 million per year if contracted day rates were to average $400,000.
• Using an illustrative multiple of six times annual EBITDA generated
  from Atwood’s floater fleet in a recovery scenario where contracted
  day rates average $300,000 per rig, the implied value per pro forma
  Ensco share would exceed $4.00 – more than 90% of Ensco’s current
  share price.

Strong Liquidity: Ensco maintains financial
flexibility and sufficient liquidity to cover debt maturities into 2024

• Following the anticipated repayment of Atwood’s outstanding revolver
  balance and senior notes upon closing, Ensco will maintain a strong
  pro forma liquidity position, which was approximately $3.3 billion as
  of 30 June 2017 and included a fully available $2.25 billion revolving
  credit facility.
• With pro forma cash and short-term investments that exceed debt
  maturities prior to 2024, Ensco has sufficient liquidity runway to
  bridge the company to better market conditions.
• Ensco has consistently demonstrated prudent operational and financial
  management throughout the market downturn.

In summary, this compelling transaction enables Ensco to meaningfully
renew its fleet with high-quality assets at attractive values.
Furthermore, this opportunity to generate significant shareholder value
with substantial upside can be achieved while while maintaining
financial flexibility through 2024 and beyond.

As previously announced, on 30 May 2017, Ensco and Atwood entered into a
definitive merger agreement under which Ensco will acquire Atwood in an
all-stock transaction that was unanimously approved by each company’s
board of directors. Under the terms of the merger agreement, Atwood
shareholders will receive 1.60 shares of Ensco for each share of Atwood
common stock for a total value of $10.72 per Atwood share based on
Ensco’s closing share price of $6.70 on 26 May 2017. Upon close of the
transaction, Ensco and Atwood shareholders will own approximately 69%
and 31%, respectively, of the outstanding shares of Ensco plc. There are
no financing conditions for this transaction. The company anticipates
closing the transaction in the first week of October 2017.

About Ensco

Ensco plc (NYSE: ESV) brings energy to the world as a global provider of
offshore drilling services to the petroleum industry. For 30 years, the
company has focused on operating safely and going beyond customer
expectations. Ensco is ranked first in total customer satisfaction in
the latest independent survey by EnergyPoint Research – the seventh
consecutive year that Ensco has earned this distinction. Operating one
of the newest ultra-deepwater rig fleets and a leading premium jackup
fleet, Ensco has a major presence in the most strategic offshore basins
across six continents. Ensco plc is an English limited company (England
No. 7023598) with its corporate headquarters located at 6 Chesterfield
Gardens, London W1J 5BQ. To learn more, visit our website at www.enscoplc.com.

Forward-Looking Statements

Statements included in this press release regarding the proposed
transaction, benefits, expected synergies and other expense savings and
operational and administrative efficiencies, opportunities, timing,
expense and effects of the transaction, financial performance, accretion
to discounted cash flows, revenue growth, future dividend levels, credit
ratings or other attributes of Ensco following the completion of the
transaction and other statements that are not historical facts, are
forward-looking statements (including within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27A of
the Securities Act of 1933, as amended). Forward-looking statements
include words or phrases such as “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “plan,” “project,” “could,” “may,” “might,”
“should,” “will” and similar words These statements involve risks
and uncertainties including, but not limited to, actions by regulatory
authorities, rating agencies or other third parties, actions by the
respective companies’ security holders, costs and difficulties related
to integration of Atwood, delays, costs and difficulties related to the
transaction, market conditions, and Ensco’s financial results and
performance following the completion of the transaction, satisfaction of
closing conditions, ability to repay debt and timing thereof,
availability and terms of any financing and other factors detailed in
the risk factors section and elsewhere in Ensco’s and Atwood’s Annual
Report on Form 10-K for the year ended December 31, 2016 and September
30, 2016, respectively, and their respective other filings with the
Securities and Exchange Commission (the “SEC”), which are available on
the SEC’s website at www.sec.gov.
Should one or more of these risks or uncertainties materialize (or the
other consequences of such a development worsen), or should underlying
assumptions prove incorrect, actual outcomes may vary materially from
those forecasted or expected. All information in this release is as of
today. Except as required by law, both Ensco and Atwood disclaim any
intention or obligation to update publicly or revise such statements,
whether as a result of new information, future events or otherwise.

Important Additional Information Regarding the Transaction

In connection with the proposed transaction, Ensco has filed a
registration statement on Form S-4, including a joint proxy
statement/prospectus of Ensco and Atwood, with the SEC. INVESTORS AND
SECURITY HOLDERS OF ENSCO AND ATWOOD ARE ADVISED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE
PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE
TRANSACTION. A definitive joint proxy statement/prospectus will be sent
to security holders of Ensco and Atwood in connection with the Ensco and
Atwood shareholder meetings. Investors and security holders may obtain a
free copy of the joint proxy statement/prospectus (when available) and
other relevant documents filed by Ensco and Atwood with the SEC from the
SEC’s website at www.sec.gov.
Security holders and other interested parties will also be able to
obtain, without charge, a copy of the joint proxy statement/prospectus
and other relevant documents (when available) by directing a request by
mail or telephone to either Investor Relations, Ensco plc, 5847 San
Felipe, Suite 3300, Houston, Texas 77057, telephone 713-430-4607, or
Investor Relations, Atwood Oceanics, Inc., 15011 Katy Freeway, Suite
800, Houston, Texas 77094, telephone 281-749-7840. Copies of the
documents filed by Ensco with the SEC will be available free of charge
on Ensco’s website at www.enscoplc.com
under the tab “Investors.” Copies of the documents filed by Atwood with
the SEC will be available free of charge on Atwood’s website at www.atwd.com
under the tab “Investor Relations.” Security holders may also read and
copy any reports, statements and other information filed with the SEC at
the SEC public reference room at 100 F Street N.E., Room 1580,
Washington D.C. 20549. Please call the SEC at (800) 732-0330 or visit
the SEC’s website for further information on its public reference room.

Participants in the Solicitation

Ensco and Atwood and their respective directors, executive officers and
certain other members of management may be deemed to be participants in
the solicitation of proxies from their respective security holders with
respect to the transaction. Information about these persons is set forth
in Ensco’s proxy statement relating to its 2017 General Meeting of
Shareholders and Atwood’s proxy statement relating to its 2017 Annual
Meeting of Shareholders, as filed with the SEC on 31 March 2017 and 9
January 2017, respectively, and subsequent statements of changes in
beneficial ownership on file with the SEC. Security holders and
investors may obtain additional information regarding the interests of
such persons, which may be different than those of the respective
companies’ security holders generally, by reading the joint proxy
statement/prospectus and other relevant documents regarding the
transaction, which will be filed with the SEC.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote in any jurisdiction pursuant to the proposed
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. Subject to certain exceptions to be approved by the
relevant regulators or certain facts to be ascertained, the public offer
will not be made directly or indirectly, in or into any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction, or by use of the mails or by any means or instrumentality
(including without limitation, facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a
national securities exchange, of any such jurisdiction.

Service of Process

Ensco is incorporated under the laws of England and Wales. In addition,
some of its officers and directors reside outside the United States, and
some or all of its assets are or may be located in jurisdictions outside
the United States. Therefore, investors may have difficulty effecting
service of process within the United States upon those persons or
recovering against Ensco or its officers or directors on judgments of
United States courts, including judgments based upon the civil liability
provisions of the United States federal securities laws. It may not be
possible to sue Ensco or its officers or directors in a non-U.S. court
for violations of the U.S. securities laws.

¹ Drillships capable of operating in at least 10,000’ of
water with dual 2.5 million lb. hookload derricks, dual 7 Ram blowout
preventers and variable deck loads exceeding 22,000 tons

Contacts

Investor & Media Contacts:
Nick Georgas, 713-430-4607
Director
– Investor Relations and Communications
or
Tim Richardson,
713-430-4490
Manager – Investor Relations