New Debt to Support Previously Announced Acquisition of Pride
International
LONDON--(BUSINESS WIRE)--
Ensco plc (NYSE: ESV) announced today that it has priced an underwritten
offering of $1 billion principal amount of 3.25% senior unsecured notes
due 2016 and $1.5 billion principal amount of 4.70% senior unsecured
notes due 2021. The offering of notes was made pursuant to an effective
shelf registration statement and prospectus filed by Ensco with the
Securities and Exchange Commission (SEC). As previously reported, Ensco
intends to use the net proceeds from the offering to fund a portion of
the cash consideration for the pending merger with Pride International,
Inc. (NYSE: PDE).
On 6 February 2011, Ensco entered into a merger agreement with Pride,
pursuant to which Ensco will acquire Pride. Based on the closing price
of Ensco ADSs of $54.41 on 4 February 2011, the last trading day before
the announcement of the merger agreement, it is estimated that the total
value of the merger consideration to be received by Pride stockholders
will be approximately $7.7 billion. This merger consideration will be
comprised of approximately $2.9 billion to be paid in cash and the
issuance and delivery of approximately 88 million Ensco ADSs based on
the number of outstanding shares of Pride common stock, assuming all
Pride stock option awards are exercised before the completion of the
merger. The transaction is subject to approval by the shareholders of
Ensco and Pride, as well as other customary closing conditions.
The offering is not conditioned upon the completion of the proposed
merger. However, in the event that the merger is not consummated on or
before 3 February 2012, or the merger agreement is terminated before
such time, Ensco will be required to redeem all of the notes referenced
above that are then outstanding. If the merger agreement is terminated
within the six-month period following the 17 March 2011 issue date, the
redemption price will be 101% of the aggregate principal amount of the
notes, plus accrued and unpaid interest to the redemption date. If the
merger is not consummated or the merger agreement is terminated on or
before 3 February 2012, but after the six-month period following the 17
March 2011 issue date, the redemption price will equal 102% of the
aggregate principal amount of the notes, plus accrued and unpaid
interest to the redemption date.
The notes due 2016 will be issued at 99.239% of their principal amount,
and will have a fixed-rate interest coupon of 3.25% and a maturity date
of 15 March 2016. The notes due 2021 will be issued at 98.025% of their
principal amount, and will have a fixed-rate interest coupon of 4.70%
and a maturity date of 15 March 2021. The expected settlement date for
the offering is 17 March 2011.
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Wells
Fargo Securities, LLC are acting as joint book-running managers in
connection with the notes offering. DnB NOR Markets, BBVA Securities,
HSBC Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc.,
Natixis Securities N.A., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lloyds Securities Inc. are acting as co-managers. The
final prospectus supplement and related prospectus for this offering may
be obtained on the SEC website at www.sec.gov
or, upon request, from any of the joint book-running managers: Citigroup
Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 140
58th Street, 8th Floor, Brooklyn, NY 11220, telephone: 1-877-858-5407;
Deutsche Bank Securities Inc., 100 Plaza One, Floor 2, Jersey City, New
Jersey 07311-3901, telephone: 1-800-503-4611; or Wells Fargo Securities,
LLC, Syndicate Operations, 1525 West W.T. Harris Blvd, Charlotte, NC,
28262, telephone: 1-800-326-5897.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the notes described herein. The notes
will be offered by means of a prospectus, meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and only to such
persons and in such jurisdiction as is permitted by applicable law. The
offering of notes was made pursuant to an effective shelf registration
statement and prospectus filed by Ensco with the SEC.
Ensco plc (NYSE: ESV) brings energy to the world as a global provider of
offshore drilling services to the petroleum industry. With a fleet of
ultra-deepwater semisubmersible and premium jackup drilling rigs, Ensco
serves customers with high-quality equipment, a well-trained workforce
and a strong record of safety and reliability. To learn more about
Ensco, please visit our website at www.enscoplc.com.
Ensco plc is an English limited company (England No. 7023598) with its
registered office and corporate headquarters located at 6 Chesterfield
Gardens, London W1J 5BQ.
Forward-Looking Statements
Statements contained in this press release that state Company or
management intentions, hopes, beliefs, anticipations, expectations or
predictions of future events are forward-looking statements. Such
forward-looking statements include references to the expected use of
proceeds of the senior notes offering, the pending merger with Pride,
the anticipated issuance and delivery of Ensco ADSs in connection with
the pending merger, and the contemplated financing of the pending merger.
It is important to note that the Company's actual results could
differ materially from those projected in such forward-looking
statements. The factors that could cause actual results to differ
materially from those in the forward-looking statements include the
following: (i) failure to consummate the offering, (ii) termination of
the pending merger, (iii) inability to consummate the pending merger by
3 February 2012 that results in a redemption of the notes, (iv) actions
by regulatory authorities, rating agencies or other third parties and
(v) other risks described as Risk Factors in the Company’s Annual Report
on Form 10-K for the year ended 31 December 2010, and otherwise
in the Company's SEC filings. Copies of such SEC filings may be
obtained at no charge by contacting our Investor Relations Department at
214-397-3015 or by referring to the Investor Relations section of our
website at www.enscoplc.com.
The Company disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statements to reflect
any change in Company or management expectations or any change in
events, conditions or circumstances on which any such statements are
based.
Important Additional Information Regarding The Proposed Merger with
Pride Has Been Filed With The SEC
In connection with the proposed merger, Ensco has filed a registration
statement including a preliminary joint proxy statement/prospectus of
Ensco and Pride with the SEC. INVESTORS AND SECURITY HOLDERS OF ENSCO
AND PRIDE ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND
PRELIMINARY PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS TO IT) BECAUSE IT CONTAINS 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 Pride
seeking their approval of the proposed merger. Investors and security
holders may obtain a free copy of the definitive joint proxy
statement/prospectus (when available) and other relevant documents filed
by Ensco and Pride 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 definitive joint proxy
statement/prospectus and other relevant documents (when available) by
directing a request by mail or telephone to either Investor Relations,
Ensco plc, 500 N. Akard, Suite 4300, Dallas, Texas 75201, telephone
214-397-3015, or Investor Relations, Pride International, Inc., 5847 San
Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400. 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 Pride with
the SEC are available free of charge on Pride’s website at www.prideinternational.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.
Ensco and Pride 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 merger. Information about these persons is set forth in
Ensco’s proxy statement relating to its 2010 General Meeting of
Shareholders and Pride’s proxy statement relating to its 2010 Annual
Meeting of Stockholders, as filed with the SEC on 5 April 2010 and 1
April 2010, 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.
Source: Ensco plc