LONDON--(BUSINESS WIRE)--
Ensco plc (NYSE:ESV) announced today that it has commenced a cash tender
offer to purchase any and all of its outstanding 3.25% Senior Notes due
2016 (CUSIP No. 29358QAB5).
The tender offer is being made pursuant to an Offer to Purchase dated
today and a related Letter of Transmittal and Notice of Guaranteed
Delivery, which set forth the terms and conditions of the tender offer.
As of March 4, 2015, the aggregate principal amount of the notes
outstanding is $1.0 billion.
The consideration for each $1,000 principal amount of notes validly
tendered and accepted for payment pursuant to the tender offer will be
determined in the manner described in the Offer to Purchase by reference
to a fixed spread of 20 bps over the yield based on the bid side price
of the 0.375% U.S. Treasury due March 15, 2016, as calculated by
Deutsche Bank Securities Inc. at 2:00 p.m., New York City time, on March
10, 2015. Holders whose notes are purchased will also receive accrued
and unpaid interest thereon from the last interest payment date up to,
but not including, the settlement date.
The tender offer will expire at 5:00 p.m. New York City time on March
10, 2015, unless extended. Holders of notes must validly tender and not
validly withdraw their notes before 5:00 p.m. New York City time on the
tender offer expiration date to be eligible to receive the
consideration. Tendered notes may be withdrawn at any time prior to the
expiration time.
The tender offer is conditioned upon the satisfaction of certain
conditions more fully described in the Offer to Purchase, including the
completion of a contemporaneous notes offering by Ensco. The tender
offer is not conditioned upon any minimum amount of notes being
tendered. The tender offer may be amended, extended, terminated or
withdrawn.
Following the closing of the contemporaneous notes offering and the
expiration of the tender offer, Ensco intends to exercise its right to
redeem any notes not purchased in the tender offer and that remain
outstanding pursuant to the indenture governing the notes.
Ensco has retained Deutsche Bank Securities Inc. and Citigroup Global
Markets Inc. to serve as the Dealer Managers for the tender offer.
Deutsche Bank Securities Inc. may be contacted at (866) 627-0391 (toll
free) or (212) 250-2955 (collect).
Ensco has also retained Global Bondholder Services Corporation to serve
as the Depositary and Information Agent for the tender offer.
The tender offer is being made pursuant to the terms and conditions
contained in the Offer to Purchase, Letter of Transmittal and Notice of
Guaranteed Delivery, copies of which may be obtained from Global
Bondholder Services Corporation by telephone at (866) 470-3900 (toll
free) or for banks and brokers at (212) 430-3774 or in writing at Global
Bondholder Services Corporation, 65 Broadway, Suite 404, New York, New
York 10006.
Copies of the Offer to Purchase, Letter of Transmittal and Notice of
Guaranteed Delivery are also available at the following web address: http://www.gbsc-usa.com/ESV/
This press release is neither an offer to purchase nor a solicitation of
an offer to sell any notes in the tender offer. In addition, this press
release is not an offer to sell or the solicitation of an offer to buy
any securities issued in connection with any notes offering, nor shall
there be any sale of the securities issued in such offering in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. Any such securities will be offered only by means of
a prospectus, including a prospectus supplement relating to such
securities, meeting the requirements of Section 10 of the U.S.
Securities Act of 1933.
Ensco is not obligated to undertake any redemption of the notes, and
there can be no assurance that it will consummate the tender offer or
redeem the notes. The statements of intent herein with respect to the
redemption of the notes does not constitute a notice of redemption under
the indenture governing the notes. Any notice of redemption with respect
to the notes, if made, will only be made in accordance with the
indenture governing the notes.
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 registered office and corporate
headquarters located at 6 Chesterfield Gardens, 3rd Floor, London,
United Kingdom W1J 5BQ.
Source: Ensco plc