Ensco plc Receives Commitments to Extend Revolving Credit Facility into 2022 in Conjunction with Pending Acquisition of Atwood
Enhances Liquidity by Increasing Commitments Beyond 2019 and Extending
Commitments into 2022
Preserves Strong Balance Sheet and Financial Flexibility
LONDON–(BUSINESS WIRE)–Ensco plc (NYSE: ESV) announced today that, in connection with its
pending acquisition of Atwood Oceanics, Inc., it has received
commitments from lenders to extend the maturity date of its revolving
credit facility by two years to September 30, 2022 from September 30,
2020 on an unsecured basis, which would provide additional liquidity and
financial flexibility following the pending acquisition.
If an amendment is executed, availability under the facility would be
$1.2 billion from October 1, 2019 to September 30, 2022, an increase
from $1.1 billion under Ensco’s current revolving credit facility and a
two-year extension from the current facility’s expiration. Under the
amendment, Ensco would have borrowing capacity of $2.0 billion through
September 30, 2019 as compared to $2.25 billion under current terms. The
amendment would provide for additional guarantees from certain Ensco
entities and would include certain additional restrictions on Ensco and
its subsidiaries.
Ensco’s President and CEO Carl Trowell commented, “We are pleased with
the support of our banking group and their recognition of the
strengthened position that the Ensco fleet will have following the
acquisition of Atwood. With the proposed extension of our revolver
commitments into 2022, we further enhance the pro forma company’s
financial flexibility through greater access to liquidity beyond 2019.
We will continue to have one of the strongest liquidity positions in the
offshore drilling sector, giving us a competitive advantage as we move
forward as a combined company.”
Ensco’s SVP and CFO Jon Baksht added, “We are pleased that the proposed
revolving credit facility would be retained on an unsecured basis,
increase our aggregate commitments beyond 2019 and provide us with
enhanced financial flexibility over the next five years. Under the
amendment, we would add a coverage ratio covenant for subsidiary
guarantees and have restrictions on certain non-operational activities
when facility borrowings are outstanding. There would be no covenants
based on operating cash flows under the proposed amendment and we
maintain the flexibility to raise incremental capital through secured
debt and asset sales.”
The commitments announced today are non-binding, subject to negotiation
of definitive documentation and contingent upon the closing of the
pending merger with Atwood. We expect to complete the amendment on or
before the closing of the merger with Atwood and become effective
shortly after the merger closing. At this time, there can be no
assurance that Ensco will successfully negotiate and enter into
definitive documentation with respect to the amendment.
About Ensco
Ensco plc (NYSE: ESV) brings energy to the world as a global provider of
offshore drilling services to the petroleum industry. For more than 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 release regarding the potential amendment of
the Ensco revolving credit facility 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,” “contemplate,” “estimate,” “expect,” “intend,”
“plan,” “project,” “could,” “may,” “might,” “should,” “will” and words
and phrases of similar import. These statements involve risks and
uncertainties including, but not limited to, commodity price
fluctuations, customer demand, new rig supply, downtime and other risks
associated with offshore rig operations; the completion of our merger
with Atwood Oceanics, Inc. (“Atwood”) and Atwood’s integration into our
business; relocations; severe weather or hurricanes; changes in
worldwide rig supply and demand, competition and technology; future
levels of offshore drilling activity; governmental action, civil unrest
and political and economic uncertainties; terrorism, piracy and military
action; risks inherent to shipyard rig construction, repair, maintenance
or enhancement; possible cancellation, suspension or termination of
drilling contracts as a result of mechanical difficulties, performance,
customer finances, the decline or the perceived risk of a further
decline in oil and/or natural gas prices, or other reasons, including
terminations for convenience (without cause); the cancellation of
letters of intent or letters of award or any failure to execute
definitive contracts following announcements of letters of intent or
letters of award; the outcome of litigation, legal proceedings,
investigations or other claims or contract disputes; governmental
regulatory, legislative and permitting requirements affecting drilling
operations; our ability to attract and retain skilled personnel on
commercially reasonable terms; environmental or other liabilities, risks
or losses; debt restrictions that may limit our liquidity and
flexibility; our ability to realize the expected benefits from our
redomestication and actual contract commencement dates; cybersecurity
risks and threats; and the occurrence or threat of epidemic or pandemic
diseases or any governmental response to such occurrence or threat; and
other factors detailed in the risk factors section and elsewhere in
Ensco’s Annual Report on Form 10-K for the year ended December 31, 2016
and its 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
the date of the release. Except as required by law, Ensco disclaims 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 Atwood Merger
In connection with the pending merger with Atwood, Ensco has filed a
registration statement on Form S-4, including a definitive 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 DEFINITIVE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE
TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive
joint proxy statement/prospectus has been 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
definitive joint proxy statement/prospectus 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 are also be able to
obtain, without charge, a copy of the definitive joint proxy
statement/prospectus and other relevant documents 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 are 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 are 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 definitive joint
proxy statement/prospectus and other relevant documents regarding the
transaction, which have been filed with the SEC.
No Offer or Solicitation
This 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 pending 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.
Contacts
Ensco plc
Investor & Media Contacts:
Nick Georgas,
713-430-4607
Director – Investor Relations and Communications
or
Tim
Richardson, 713-430-4490
Manager – Investor Relations