Ensco plc (NYSE:ESV) Files An 8-K Other EventsItem 8.01 Other Events.
Underwriting Agreement
On January11, 2018, Ensco plc (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule II thereto, relating to the issue and sale of $1,000,000,000 aggregate principal amount of its 7.75% Senior Notes due 2026 (the “2026 Notes”). The 2026 Notes are to be issued to an Indenture, dated as of March17, 2011 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee, as supplemented from time to time, including by the fifth supplemental indenture thereto to be dated the closing date of the offering (together with the Base Indenture, the “Indenture”).
The offering of the 2026 Notes was registered under the Securities Act of 1933 to Ensco’s registration statement on FormS-3 (Registration No.333-221706), and is being made to the prospectus dated November21, 2017, as supplemented by the prospectus supplement dated January11, 2018 (collectively, the “Prospectus”), filed with the Securities and Exchange Commission to Rule424(b)of the Securities Act. The description of the 2026 Notes and the Indenture are set forth in the Prospectus and are incorporated herein by reference. The issuance and sale of the 2026 Notes is expected to close on January24, 2018. The Underwriting Agreement is filed as Exhibit1.1 to this Current Report.
This Current Report is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with the 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. Such securities are being offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section10 of the U.S. Securities Act of 1933.
Upsizing of Tender Offers
On January11, 2018, the Company issued a press release announcing that it has increased the maximum aggregate purchase price in the previously announced offers to purchase for cash (collectively, the “Tender Offers” and, each offer to purchase a series of Notes (as defined below) individually, a “Tender Offer”) (i)the outstanding 8.50% Senior Notes due 2019 issued by Pride International,Inc., a wholly owned subsidiary of Ensco (“Pride”) (the “2019 Notes”), (ii)the outstanding 6.875% Senior Notes due 2020 issued by Pride (the “2020 Notes”) and (iii)the outstanding 4.70% Senior Notes due 2021 (the “2021 Notes”; the 2021 Notes, collectively with the 2019 Notes and 2020 Notes, the “Notes” and each series, a “series of Notes”) to $985,000,000, exclusive of accrued interest. In addition, the Company has increased the maximum aggregate purchase price, exclusive of accrued interest, of the 2020 Notes and the 2021 Notes to $728,000,000.
All other terms and conditions of the Tender Offers remain unchanged as previously announced and described in the Offer to Purchase, dated January10, 2018. A copy of the press release is attached hereto as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.
This Current Report is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offers.
