Ensco Announces Early Results Of Cash Tender Offers And Extension Of Early Tender Premium For 6.875% Senior Notes Due 2020 And 4.70% Senior Notes Due 2021

Ensco plc (NYSE:ESV) ("Ensco" or the "Company") reported today the early tender results of its previously announced cash tender offers (collectively, the "Tender Offers," and each offer to purchase a series of notes individually, a "Tender Offer") to purchase up to $985,000,000, exclusive of accrued interest (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of Ensco and its wholly owned subsidiary Pride International LLC ("Pride") set forth in the table below (collectively, the "Notes"), upon the terms and subject to the conditions described in the Offer to Purchase, dated January 10, 2018 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). As of the early tender date of 5:00 p.m., New York City time, on January 24, 2018 (the "Early Tender Date"), Ensco received valid tenders totaling $578,091,000 aggregate principal amount of Notes as set forth in the table below.

Ensco also announced that, with respect to the Tender Offers for the outstanding 6.875% Senior Notes due 2020 issued by Pride (the "2020 Notes") and the outstanding 4.70% Senior Notes due 2021 issued by Ensco (the "2021 Notes"), it has extended the date by which tenders must be received for holders to receive the early tender premium to 11:59 p.m., New York City time, on February 7, 2018 for each such series of Notes, which is the "Expiration Date" for the Tender Offers. Accordingly, all 2020 Notes and all 2021 Notes validly tendered prior to the Expiration Date, including those validly tendered prior to the Early Tender Date, will be eligible to receive the total consideration set forth in the table below, which includes the early tender premium. All other terms and conditions of the Tender Offers, as previously announced and described in the Offer to Purchase, remain unchanged.
                   
Dollars per $1,000 Principal Amount of Notes
       

 

 
       

Aggregate

Aggregate

Principal

Principal

Amount

Amount

Outstanding

Tendered as
Early

Prior

of the Early
Capped Notes Acceptance Tender Offer Tender Total

Series of
CUSIP

to Tender
Tender Date Tender Priority Consideration Premium Consideration
Notes Issuer Number

Offers (1)

(2)
Cap Level

(3)

(3)

(3)(4)
8.50% Senior Notes due 2019 Pride 74153Q AG7 $237,545,000 $182,516,000 N/A 1 $1,052.46

$30.00 (6)
$1,082.46
6.875% Senior Notes due 2020 Pride 74153Q AH5 $450,900,000 $246,873,000

$728,000,000

(5)
2 $1,050.00 $30.00 $1,080.00
4.70% Senior Notes due 2021 Ensco 29358Q AA7 $269,718,000 $148,702,000 3 $990.00 $30.00 $1,020.00
 

___________________

(1) As of January 9, 2018.

(2) Notes tendered remain subject to acceptance by the Company in accordance with the Offer to Purchase.

(3) Per $1,000 principal amount of Notes validly tendered and accepted for purchase.

(4) Includes the Early Tender Premium.

(5) The Capped Notes Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the 6.875% Senior Notes due 2020 and 4.70% Senior Notes due 2021 collectively.

(6) Only payable with respect to the 8.50% Senior Notes due 2019 validly tendered and not validly withdrawn at or prior to the Early Tender Date.
 

Each of the Tender Offers will expire at 11:59 p.m., New York City time, on February 7, 2018, or any other date and time to which Ensco extends such Tender Offer (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"), unless earlier terminated. No tenders will be valid if submitted after the Expiration Date. The withdrawal deadline for the Tender Offers has lapsed. Accordingly, holders of Notes that were already tendered as of the Early Tender Date and of any additional Notes that are tendered at or prior to the Expiration Date may not withdraw their tendered Notes, except for certain limited circumstances where additional withdrawal rights are required by law.

Ensco reserves the right, in its sole discretion, to increase or decrease the Aggregate Maximum Purchase Amount or the Capped Notes Tender Cap at any time without reinstating any withdrawal rights for any Tender Offer, subject to compliance with applicable law, which could result in Ensco's purchasing a greater or lesser amount of Notes in the Tender Offers. There can be no assurance that Ensco will change the Aggregate Maximum Purchase Amount or the Capped Notes Tender Cap. If Ensco changes the Aggregate Maximum Purchase Amount or the Capped Notes Tender Cap, it does not expect to reinstate any withdrawal rights for any Tender Offer, subject to applicable law.

Ensco reserves the right, in its sole discretion, at any point after the Early Tender Date and before the Expiration Date, to accept for purchase any Notes validly tendered at or prior to the Early Tender Date, subject to the conditions to the Tender Offers having been either satisfied or waived by Ensco at or prior to such settlement date. Ensco currently expects to settle the Tender Offers for all accepted Notes validly tendered as of the Early Tender Date on January 26, 2018. Ensco will purchase any remaining Notes that have been validly tendered at or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by Ensco, promptly following the Expiration Date (the date of such acceptance and purchase, the "Final Settlement Date"), subject to the Aggregate Maximum Purchase Amount, the Acceptance Priority Levels, the Capped Notes Tender Cap and proration as described in the Offer to Purchase. The Final Settlement Date is expected to occur on the second business day following the Expiration Date, assuming the conditions to the Tender Offers have been either satisfied or waived by Ensco at or prior to the Expiration Date.

The Company and its affiliates may from time to time purchase additional Notes in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise or the Company may redeem the Notes pursuant to their terms. Any future purchases, exchanges or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Tender Offers. Any future purchases, exchanges or redemptions by the Company and its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company and its affiliates may choose to pursue in the future.

Deutsche Bank Securities Inc., Citigroup Global Markets Inc., BNP Paribas Securities Corp., DNB Markets, Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Skandinaviska Enskilda Banken AB are acting as the dealer managers in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Deutsche Bank Securities Inc. at (toll-free) (855) 287-1922 or (collect) (212) 250-7527; or Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106. Requests for copies of the Offer to Purchase and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.

None of Ensco, its board of directors, its officers, the dealer managers, the depositary, the information agent or the trustees with respect to the Notes, or any of Ensco's or their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Ensco by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any 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. Any such securities will be offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section 10 of the U.S. Securities Act of 1933.

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 corporate headquarters located at 6 Chesterfield Gardens, London W1J 5BQ.

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