Ensco Announces Final Results for Private Offers to Exchange Outstanding Senior Notes
January 05 2017 - 8:19AM
Business Wire
Ensco plc (NYSE:ESV) (“Ensco”) reported the final results of its
private offers to exchange (the “offers”) outstanding notes issued
by Ensco and Pride International, Inc., a wholly owned subsidiary
of Ensco (“Pride”), listed in the below table, which Ensco refers
to collectively as the “outstanding notes.” As of 11:59 p.m., New
York City time, on January 4, 2017, approximately $650 million
aggregate principal amount of outstanding notes were tendered and
not validly withdrawn in the offers. The aggregate cash
consideration payable in the offers does not exceed the aggregate
maximum cash consideration for the offers. As a result, Ensco is
accepting all outstanding notes validly tendered and not validly
withdrawn. Ensco expects to make payment of cash and Ensco’s 8.00%
Senior Notes due 2024 (the “new notes”) as set forth below on
January 9, 2017.
AggregatePrincipalAmountOutstandingPrior
to Offers
AggregatePrincipal
Amountof OutstandingNotes Tendered
Principal Amountof New
Notes(1)
Cash Consideration(1)
Series of Notes Issuer CUSIP
4.70% Senior Notes due 2021 Ensco 29358QAA7
$683,065,000 $373,954,000 $485.00 $485.00 8.50% Senior Notes due
2019 Pride 74153QAG7 $438,013,000 $145,831,000 $560.00 $560.00
6.875% Senior Notes due 2020 Pride 74153QAH5 $680,766,000
$129,776,000 $535.00 $535.00
____________________
(1) For each $1,000 principal amount of outstanding notes
validly tendered and accepted.
In connection with the offers, Ensco will issue $332,048,000
aggregate principal amount of new notes and pay $332,450,285 in
cash consideration (exclusive of accrued interest). Ensco will use
the net proceeds from its recently completed offering of $850
million aggregate principal amount of 3.00% Exchangeable Senior
Notes due 2024 (the “exchangeable senior notes”) to fund the cash
consideration in the offers. Net proceeds from the offering of
exchangeable senior notes, after payment of the cash consideration
(exclusive of accrued interest) in the offers, was approximately
$494 million.
The estimated annual interest expense, on a GAAP basis, for the
$850 million aggregate principal amount of exchangeable senior
notes and $332 million aggregate principal amount of new notes in
total will range from $78 million to $82 million, which reflects an
estimated effective interest rate of 7% to 8% for the exchangeable
senior notes. This compares with annual GAAP interest expense of
approximately $31 million for the $650 million of outstanding notes
tendered in the offers.
The annual cash interest for the exchangeable senior notes and
new notes combined is approximately $52 million. This compares with
annual cash interest of approximately $39 million for the $650
million of debt tendered.
From time to time, Ensco and its affiliates may purchase its
outstanding senior notes, including any additional outstanding
notes, in the open market, in privately negotiated transactions,
through tender offers, exchange offers or otherwise, or Ensco may
redeem senior notes that are able to be redeemed, 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
than the terms of the offers. Any future purchases, exchanges or
redemptions by Ensco 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)
Ensco and its affiliates may choose to pursue in the future. There
can be no assurance that an active trading market will exist for
Ensco’s outstanding senior notes following any such transactions.
The extent of the trading market will depend upon a number of
factors, including the size of the float, the number of holders
remaining at such time, and the interest in maintaining a market in
the notes on the part of securities firms.
This press release is not an offer to sell, or a solicitation of
an offer to buy, any of the new notes. Ensco has not registered the
new notes or the offering thereof under the Securities Act of 1933,
as amended, which Ensco refers to as the “Securities Act,” or any
state or foreign securities laws. The new notes may not be offered
or sold in the United States or to any U.S. persons except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Accordingly, the
offers are being made, and the new notes are being offered and will
be issued, only to (i) “qualified institutional buyers” as defined
in Rule 144A under the Securities Act (“QIBs”), and (ii) outside
the United States, to persons other than “U.S. persons” as defined
in Rule 902 under the Securities Act in compliance with Regulation
S under the Securities Act (such holders, the “eligible
holders”).
Global Bondholder Services Corporation has been retained to
serve as both the exchange agent and the information agent for the
offers. Eligible holders should direct their requests for copies of
the offering memorandum, the related letter of transmittal and
other related materials to Global Bondholder Services Corporation
at (toll-free) (866) 470-4300 or (collect) (212) 430-3774.
Ensco (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 registered office and
corporate headquarters located at 6 Chesterfield Gardens, 3rd
Floor, London, United Kingdom W1J 5BQ.
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version on businesswire.com: http://www.businesswire.com/news/home/20170105005829/en/
EnscoInvestor & Media Contacts:Sean O’Neill,
713-430-4607Vice President - Investor Relations and
Communications
Ensco (NYSE:ESV)
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