14:42 | 08.02.2018
Ensco Announces Expiration and Final Results of Cash Tender Offers
Ensco plc (NYSE:ESV) (“Ensco” or the “Company”) announced today that its
previously announced cash tender offers (collectively, the “Tender
Offers,” and each offer to purchase a series of notes individually, a
“Tender Offer”) to purchase up to $985,000,000, exclusive of accrued
interest (the “Aggregate Maximum Purchase Amount”), of the outstanding
notes of Ensco and its wholly owned subsidiary Pride International LLC
(“Pride”) set forth in the table below (collectively, the “Notes”), upon
the terms and subject to the conditions described in the Offer to
Purchase, dated January 10, 2018 (as amended or supplemented from time
to time, the “Offer to Purchase”), expired at 11:59 p.m., New York City
time, on February 7, 2018 (the “Expiration Date”). As of the Expiration
Date, Ensco received valid tenders totaling approximately $595.5 million
aggregate principal amount of Notes as set forth in the table below.
Ensco accepted for purchase approximately $578 million aggregate
principal amount of Notes that were validly tendered and not validly
withdrawn as of 5:00 p.m., New York City time, on January 24, 2018 (the
“Early Tender Date”) for an aggregate consideration of approximately
$616 million, excluding accrued and unpaid interest. The early
settlement date for such Notes occurred on January 26, 2018. Upon the
terms and subject to the conditions specified in the Offer to Purchase,
Ensco expects to accept for payment all remaining Notes validly tendered
and not validly withdrawn in the Tender Offers and to make payment for
such Notes in same-day funds on February 9, 2018.
Dollars per $1,000 Principal Amount of Notes
Series of Notes
AggregatePrincipal Amount Outstanding Prior to Tender Offers(1)
Aggregate Principal Amount Tendered
Aggregate Principal Amount Accepted on Early Settlement Date
Capped Notes Tender Cap
Acceptance Priority Level
Tender Offer Consideration(2)
8.50% Senior Notes due 2019
6.875% Senior Notes due 2020
4.70% Senior Notes due 2021
(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.
(5) Only payable with respect to the 8.50% Senior Notes due 2019
validly tendered and not validly withdrawn at or prior to the
Early Tender Date.
The Company and its affiliates may from time to time 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.
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.
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