LONDON--(BUSINESS WIRE)--
Ensco plc (NYSE:ESV) (“Ensco”) announced today the commencement of a
private placement (the “Offering”) of $650 million aggregate principal
amount of exchangeable senior notes due 2024 to be issued by Ensco
Jersey Finance Limited, a company organized under the laws of Jersey (the
“Issuer”) and wholly owned subsidiary of Ensco. The initial purchasers
will have a 30-day option to purchase up to an additional $97.5 million
aggregate principal amount of notes.
Ensco expects to use the net proceeds from the Offering to fund the cash
portion of Ensco’s concurrent exchange offers for outstanding 4.70%
Senior Notes due 2021 issued by Ensco, 8.50% Senior Notes due 2019
issued by Pride International, Inc., a wholly owned subsidiary of Ensco
(“Pride”) and 6.875% Senior Notes due 2020 issued by Pride. If the
exchange offers, which are subject to market conditions and other
factors, are not consummated or the net proceeds from the Offering
exceed the total cash consideration payable in the exchange offers,
Ensco intends to use the remaining net proceeds to repurchase or
refinance other debt and for general corporate purposes.
The notes will be senior unsecured obligations of the Issuer, and will
be fully and unconditionally guaranteed, on a senior unsecured basis, by
Ensco. The notes are expected to pay interest semi-annually and will be
exchangeable for cash, Ensco’s Class A ordinary shares or a combination
of cash and Class A ordinary shares, at Ensco’s election. The notes will
mature on January 31, 2024, unless earlier exchanged, redeemed or
repurchased in accordance with their terms prior to such date. Prior to
July 31, 2023, the Notes will be convertible only upon the occurrence of
certain events and during certain periods, and thereafter, at any time
until the close of business on the business day immediately preceding
the maturity date. The interest rate, initial exchange rate and certain
other pricing terms of the notes will be determined at the time of
pricing of the Offering.
The notes will be offered and sold to persons reasonably believed to be
qualified institutional buyers in the United States pursuant to Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”). The offer and sale of the notes, the related guarantee and the
Class A ordinary shares issuable upon exchange of the notes have not
been, and will not be, registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and
applicable state laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of, or any
solicitation of an offer to buy, these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such state or jurisdiction. The exchange offers are being made pursuant
to an offering memorandum issued in connection with the exchange offers,
and this press release is not an offer to purchase any notes in the
exchange offers or an offer to sell, or a solicitation of an offer to
buy, any of the notes issued in connection with the exchange offers.
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.
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Source: Ensco plc