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Ensco plc Announces Private Offers to Exchange Outstanding Senior Notes

LONDON--(BUSINESS WIRE)--Ensco plc (NYSE:ESV) (“Ensco”) announced today that it has commenced private offers to exchange outstanding notes (the “offers”) 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.” The consideration for the offers will be paid in Ensco’s 8.00% Senior Notes due 2024, which Ensco refers to collectively as the “new notes,” and up to $500,000,000 in cash (exclusive of accrued interest (as defined below), the “aggregate maximum cash consideration”) if, as of the early participation date (as defined below), the aggregate principal amount of new notes to be issued pursuant to the offers in exchange for outstanding notes validly tendered as of the early participation date equals or exceeds $300,000,000 (the “minimum new note condition”). The consideration will be paid only in cash up to the aggregate maximum cash consideration if, as of the early participation date, the minimum new note condition is not satisfied.

The offers are being made in connection with a concurrent private placement of exchangeable senior notes due 2024 (the “exchangeable debt financing”). Ensco expects to use net proceeds from the exchangeable debt financing to finance its payment of the aggregate cash consideration in the offers.

The terms and conditions of the offers are described in an offering memorandum dated December 6, 2016 (as it may be amended or supplemented from time to time, the “offering memorandum”) and the accompanying letter of transmittal (as it may be amended or supplemented from time to time, the “letter of transmittal” and, together with the offering memorandum, the “offer documents”).

The amount of each series of outstanding notes to be exchanged or purchased, as applicable, for the applicable consideration will be determined in accordance with the acceptance priority levels set forth in the table below, subject to proration as discussed below. In addition, outstanding notes validly tendered at or before the early participation date will have priority in acceptance over outstanding notes validly tendered after the early participation date. Each offer with respect to a series of outstanding notes is a separate offer and may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing an offer with respect to any other series of outstanding notes. Because the aggregate principal amount of outstanding notes tendered pursuant to the offers and new notes to be issued pursuant to the offers will not be known until after the withdrawal deadline (as defined below) has passed, an eligible holder (as defined below) tendering outstanding notes may not know whether such holder will receive, for any outstanding notes tendered in the applicable offer and accepted by Ensco, a combination of cash and new notes, cash only or new notes only. If the minimum new note condition is satisfied, unless a tendering holder affirmatively elects to have its excess outstanding notes (as defined below) returned, such holder will receive only new notes in exchange for such excess outstanding notes accepted in the offers.

The following table sets forth certain terms of the offers:

Aggregate
Principal
Amount
Outstanding

Acceptance
Priority
Level(1)

Principal Amount of
New Notes(2)

Series of Notes Issuer CUSIP

Early
Participation
Consideration

Late
Participation
Consideration

Cash
Consideration(2)

4.70% Senior Notes due 2021 Ensco 29358QAA7 $683,065,000 1 $485.00 $435.00 $485.00
8.50% Senior Notes due 2019 Pride 74153QAG7 $438,013,000 2 $560.00 $510.00 $560.00
6.875% Senior Notes due 2020 Pride 74153QAH5 $680,766,000 3 $535.00 $485.00 $535.00
____________________
(1)

All outstanding notes that are tendered for exchange or purchase on or before the early participation date will have priority over outstanding notes that are tendered for exchange or purchase after the early participation date, even if such outstanding notes tendered after the early participation date have a higher acceptance priority level than outstanding notes tendered on or before the early participation date. Eligible holders (as defined below) will have the option of having their excess outstanding notes returned to them or, if the minimum new note condition is satisfied, having their excess outstanding notes accepted for exchange solely for new notes.

(2)

For each $1,000 principal amount of outstanding notes validly tendered and accepted for exchange or purchase.

Each of the offers to eligible holders will expire at 11:59 p.m., New York City time, on January 4, 2017, unless extended (such time and date, as it may be extended, the “expiration date”). To be eligible to receive the applicable early participation payment (as defined below), eligible holders must tender their outstanding notes at or prior to 5:00 p.m., New York City time, on December 19, 2016, unless extended (such time and date, as it may be extended, the “early participation date”). Rights to withdraw tendered outstanding notes terminate at 5:00 p.m., New York City time, on December 19, 2016 (such time and date, as it may be extended, the...


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