DryShips announced that its wholly-owned subsidiary Ocean Rig, intends to offer through a private placement, subject to market and other conditions, approximately $500 million worth of shares of Ocean Rig's common stock. The offering will be made to Norwegian professional investors and eligible counterparties as defined in the Norwegian Securities Trading Regulation 10-2 to 10-4, to non-United States persons in reliance on Regulation S under the Securities Act of 1933, as amended and in a concurrent private placement in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offering is expected to close in December 2010.
The net proceeds of the offering are expected to be used to finance the construction costs of the ultra deepwater newbuilding drillships under construction at Samsung, exercise options to build further ultra deepwater drillships and general corporate purposes. Following this transaction Dryships Inc will own approximately 78% to 80% of OceanRig UDW Inc.
The Shares have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to or for the benefit of U.S. persons unless so registered except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws in other jurisdictions.
In the European Economic Area, with respect to any Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive) the information in respect of the Share offering is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
The Managers for this transaction are DnB Nor Markets, Fearnley Fonds ASA and Pareto Securities AS.
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