LONDON--(EON: Enhanced Online News)--Ensco plc (NYSE:ESV) (“Ensco”) announced today the pricing of an upsized private placement (the “Offering”) of $750 million aggregate principal amount of 3.00% 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 have a 30-day option to purchase up to an additional $112.5 million aggregate principal amount of notes. The Offering is expected to close on December 12, 2016, subject to customary closing conditions.
Ensco expects to use the net proceeds from the Offering to fund the cash portion of Ensco’s previously announced 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 will bear interest at a rate of 3.00% per annum, payable semi-annually on January 31 and July 31 of each year, beginning on July 31, 2017. The notes will be exchangeable into 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 exchangeable 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 initial exchange rate will be 71.3343 Class A ordinary shares per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately $14.02 per Class A ordinary share). The exchange rate will be subject to adjustment in some events but will not be adjusted for accrued and unpaid interest.
The notes are being offered and sold to persons reasonably believed to be qualified institutional buyers 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.