Diamond Offshore Drilling, Inc. (NYSE:DO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August1, 2017, Diamond Offshore Drilling, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., as representative of the several underwriters named therein, in connection with the registered public offering and sale by the Company of $500million aggregate principal amount of the Company’s 7.875% Senior Notes due 2025 (the “Notes”). The Underwriting Agreement includes customary representations, warranties and agreements by the Company, the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations and other terms and conditions. The Notes are being offered and sold to the Company’s shelf registration statement on Form S-3 (Registration No.333-202618) and the prospectus therein, dated March9, 2015, which was supplemented by the Company’s prospectus supplement dated August1, 2017.
The Company intends to use the net proceeds from this offering, together with cash on hand, to fund the redemption of all of the outstanding aggregate principal amount of the Company’s 5.875% Senior Notes due May1, 2019 (the “2019 Notes”) at a “make-whole” premium price calculated in accordance with the 2019 Notes and the indenture governing the 2019 Notes, and the payment of any related fees and expenses. As of June30, 2017, $500.0million aggregate principal amount of the 2019 Notes was outstanding.
This description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
| Item 1.01. | Financial Statements and Exhibits |
In reviewing the Underwriting Agreement included as an exhibit to this report, please remember it is included to provide you with information regarding its terms and is not intended to provide any other factual or disclosure information about the Company or the other parties to the Underwriting Agreement. The Underwriting Agreement contains representations and warranties by the parties thereto. These representations and warranties have been made solely for the benefit of the other parties to the Underwriting Agreement and:
| • | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
| • | may have been qualified by disclosures that were made to the other party in connection with the negotiation of the Underwriting Agreement, which disclosures are not necessarily reflected in the Underwriting Agreement; |
| • | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
| • | were made only as of the date of the Underwriting Agreement or such other date or dates as may be specified in the Underwriting Agreement and are subject to more recent developments. |
2
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
|
Exhibit number |
Description |
| 1.1 | Underwriting Agreement, dated as of August1, 2017, between Barclays Capital, Inc., as representative of the several underwriters named therein, and Diamond Offshore Drilling, Inc. |
3
DIAMOND OFFSHORE DRILLING, INC. ExhibitEX-1.1 2 d430311dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version $500,…To view the full exhibit click here
About Diamond Offshore Drilling, Inc. (NYSE:DO)
Diamond Offshore Drilling, Inc. is engaged in offshore drilling and providing contract drilling services to the energy industry. The Company has a fleet of approximately 30 offshore drilling rigs, such as semisubmersibles, jack-ups and dynamically positioned (DP) drillships. Its fleet offers a range of services around the world in the floater market (ultra-deepwater, deepwater and mid-water). Its Jack-up rigs are mobile, self-elevating drilling platforms equipped with legs that are lowered to the ocean floor. Its jack-ups are used for drilling in water depths from 20 feet to 350 feet. All of its jack-up rigs are equipped with a cantilever system that enables the rig to extend its drilling package over the aft end of the rig. Its drillships and semisubmersible rigs include Ocean Greatwhite, Ocean Valor, Ocean Courage, Ocean BlackHornet, Ocean BlackRhino and others. It provides offshore drilling services to oils and gas companies and government-owned oil companies.
