ATWOOD OCEANICS,INC. (NYSE:ATW) Files An 8-K Termination of a Material Definitive Agreement

ME Staff 8-k

7 years ago

ATWOOD OCEANICS,INC. (NYSE:ATW) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of a Material Definitive Agreement.

Credit Facility

In connection with the consummation of the Transaction (as defined below), on October6, 2017, Atwood Oceanics,Inc. (“Atwood”) and Atwood Offshore Worldwide Limited (“AOWL”) terminated all outstanding commitments under the Amended and Restated Credit Agreement, dated as of April10, 2014 (as amended from time to time, the “Credit Agreement”), by and among Atwood, as guarantor, AOWL, as borrower, the lenders party thereto and Nordea Bank AB, London Branch, as administrative agent. In connection with the termination of the Credit Agreement, on October6, 2017, all outstanding obligations for principal, interest and fees under the Credit Agreement were paid off in full, and all liens securing such obligations and guarantees of such obligations were released.

Letter of Credit Facility

In connection with the consummation of the Transaction, on October5, 2017, AOWL terminated its letter of credit facility under the Continuing Letter of Credit Agreement (Uncommitted), dated as of July29, 2015 (the “L/C Facility Agreement”), between AOWL and BNP Paribas. No letters of credit or other obligations of AOWL were outstanding under the L/C Facility Agreement at the time of its termination.

Senior Notes (Due February2020)

On September6, 2017, Atwood issued a conditional redemption notice (the “Notice”) with respect to its 6.50 % Senior Notes due 2020 (the “Notes”) issued by Atwood under the First Supplemental Indenture, dated as of January18, 2012, to the Indenture, dated as of January18, 2012 (collectively, as amended, supplemented or otherwise modified, the “2020 Notes Indenture”), by and between Atwood and The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor to Wells Fargo Bank, National Association, as trustee. With the consummation of the Transaction (as defined below), such conditions were satisfied, and on October6, 2017, Atwood redeemed all of its outstanding 2020 Notes in accordance with the optional redemption provisions contained in the 2020 Notes Indenture. In connection therewith, the 2020 Notes Indenture has been satisfied and discharged in accordance with its terms and Atwood has been released from its obligations with respect to the 2020 Notes Indenture and the 2020 Notes, except with respect to those provisions of the 2020 Notes Indenture that by their terms survive the satisfaction and discharge.

The descriptions of the Credit Agreement, the L/C Facility Agreement and the Notes contained in Atwood’s Annual Report on Form10-K for the fiscal year ended September30, 2016, as updated in its subsequent Quarterly Reports on Form10-Q, are incorporated in this Item 1.02 by reference.

Item 2.01 Completion of Acquisition of Disposition of Assets.

On October6, 2017, Atwood completed its previously announced merger to the Agreement and Plan of Merger, dated as of May29, 2017 (the “Merger Agreement”), by and among Ensco plc (“Ensco”), Echo Merger Sub LLC, a wholly owned subsidiary of Ensco (“Merger Sub”), and Atwood. to the Merger Agreement, Merger Sub merged with and into Atwood at 7:00 a.m.Houston time on October6, 2017 (the “Effective Time”), with Atwood continuing as the surviving corporation and wholly owned subsidiary of Ensco (the “Transaction”).

The information in Item 3.03 of this report is incorporated into this Item 2.01 by reference.

The foregoing description of the Merger Agreement is not complete and is subject to and entirely qualified by reference to the full text of the Merger Agreement, which was filed with the Securities and Exchange Commission (“SEC”) on May30, 2017 as Exhibit2.1 to Atwood’s Current Report on Form8-K.

Atwood has incorporated the Merger Agreement by reference as an exhibit to this report to provide investors and security holders with information on its terms. That incorporation by reference is not intended to provide any other financial information about the parties to the Merger Agreement or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and only as of specific dates; were solely for the benefit of the parties; may be subject to limitations agreed upon by those parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders.

Investors and security holders should not rely on the representations, warranties and covenants or any description of those provisions as characterizations of the actual state of facts or conditions of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the Merger Agreement, and that subsequent information may or may not be fully reflected in public disclosures by the parties thereto.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.

In connection with the completion of the Transaction, Atwood notified the New York Stock Exchange (the “NYSE”) that trading in Atwood common stock, par value $1.00 per share (“Atwood Common Stock”), should be suspended and listing of Atwood Common Stock on the NYSE should be removed. Trading of Atwood Common Stock on the NYSE was suspended prior to the opening of business on October6, 2017. Atwood also requested that the NYSE file with the SEC an application on Form25 to delist and deregister Atwood Common Stock under Section12(b)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, Atwood intends to file with the SEC a Form15 requesting that the reporting obligations of Atwood under Sections 13 and 15(d)of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

At the Effective Time, each outstanding share of Atwood Common Stock (other than each share of Atwood Common Stock issued and outstanding immediately prior to the effective time (i)that was owned or held in treasury by Atwood and (ii)that was owned by Ensco, Merger Sub or any of their respective subsidiaries) was converted into the right to receive 1.60 validly issued, fully paid and nonassessable ClassA ordinary shares, nominal value $0.10 per share, of Ensco (“Ensco Shares”).

The issuance of Ensco Shares in connection with the Transaction was registered under the Securities Act of 1933, as amended (the “Securities Act”), to the registration statement on FormS-4 (File No.333-218808) (as amended, the “Registration Statement”) filed by Ensco with the SEC and declared effective on August18, 2017. The definitive joint proxy statement/prospectus of Atwood and Ensco, dated August18, 2017, that forms a part of the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional information about the Transaction, including a description of the treatment of equity awards.

Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Transaction, at the Effective Time, Atwood became an indirect, wholly owned subsidiary of Ensco.

The information in Item 2.01,Item 3.03 and Item 5.02 of this report is incorporated in this Item 5.01 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of the consummation of the Transaction, Atwood’s directors and executive officers ceased serving in such capacities, and officers of Echo Merger Sub immediately prior to the Effective Time became directors and officers of Atwood. Jack E. Golden and Phil D. Wedemeyer, who were members of the Board of Directors of Atwood prior to the Transaction, were appointed as directors of Ensco on October6, 2017.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

About ATWOOD OCEANICS,INC. (NYSE:ATW)
Atwood Oceanics, Inc. is an offshore drilling company engaged in the drilling and completion of exploration and development wells for the global oil and gas industry. The Company owns various types of drilling rigs, such as Ultra-Deepwater Rigs, Deepwater Semisubmersibles and Jackups. Its Ultra-deepwater Rigs and Deepwater Semisubmersibles include Atwood Achiever, Atwood Archer, Atwood Admiral, Atwood Advantage, Atwood Condor, Atwood Eagle and Atwood Osprey. Its Jackup Rigs included Atwood Mako, Atwood Manta, Atwood Aurora, Atwood Beacon and Atwood Orca. The Atwood Mako and Atwood Manta, both approximately 400-foot water depth Pacific Class jackup rigs, are operating offshore Vietnam and offshore Thailand. The Atwood Aurora, an approximately 350-foot water depth jackup, is operating offshore West Africa. The Atwood Beacon, an approximately 400-foot water depth jackup, is operating in the Mediterranean Sea.