Ensco has priced an underwritten offering of $1 billion principal amount of 3.25% senior unsecured notes due 2016 and $1.5 billion principal amount of 4.70% senior unsecured notes due 2021. The offering of notes was made pursuant to an effective shelf registration statement and prospectus filed by Ensco with the Securities and Exchange Commission (SEC). As previously reported, Ensco intends to use the net proceeds from the offering to fund a portion of the cash consideration for the pending merger with Pride.
On 6 February 2011, Ensco entered into a merger agreement with Pride, pursuant to which Ensco will acquire Pride. Based on the closing price of Ensco ADSs of $54.41 on 4 February 2011, the last trading day before the announcement of the merger agreement, it is estimated that the total value of the merger consideration to be received by Pride stockholders will be approximately $7.7 billion. This merger consideration will be comprised of approximately $2.9 billion to be paid in cash and the issuance and delivery of approximately 88 million Ensco ADSs based on the number of outstanding shares of Pride common stock, assuming all Pride stock option awards are exercised before the completion of the merger. The transaction is subject to approval by the shareholders of Ensco and Pride, as well as other customary closing conditions.
The offering is not conditioned upon the completion of the proposed merger. However, in the event that the merger is not consummated on or before 3 February 2012, or the merger agreement is terminated before such time, Ensco will be required to redeem all of the notes referenced above that are then outstanding. If the merger agreement is terminated within the six-month period following the 17 March 2011 issue date, the redemption price will be 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest to the redemption date. If the merger is not consummated or the merger agreement is terminated on or before 3 February 2012, but after the six-month period following the 17 March 2011 issue date, the redemption price will equal 102% of the aggregate principal amount of the notes, plus accrued and unpaid interest to the redemption date.
The notes due 2016 will be issued at 99.239% of their principal amount, and will have a fixed-rate interest coupon of 3.25% and a maturity date of 15 March 2016. The notes due 2021 will be issued at 98.025% of their principal amount, and will have a fixed-rate interest coupon of 4.70% and a maturity date of 15 March 2021. The expected settlement date for the offering is 17 March 2011.
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