e424b5
Consent Solicitation/Prospectus Supplement
(To Prospectus dated May 6, 2011)
Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-156705
CALCULATION
OF REGISTRATION FEE
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Maximum
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Amount of
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Title of Each Class of
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Aggregate
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Registration
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Securities to be Registered
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Offering Price
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Fee(2)
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Guarantees by Ensco plc of debt securities issued by Pride
International, Inc.(1)
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$
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1,700,000,000
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$
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197,370
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(1)
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This registration statement relates to the offer by Ensco plc to
fully and unconditionally guarantee certain outstanding debt
securities of Pride International, Inc. in return for the
consent of the holders of the debt securities to amendments to
the indenture under which the debt securities were issued.
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(2)
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The registration fee has been calculated in accordance with Rule
457(f) of the Securities Act of 1933, as amended. For purposes
of this calculation, the maximum aggregate offering price, which
is estimated solely for the purpose of calculating the
registration fee, is the aggregate book value of the Pride
International, Inc. debt securities that would be amended and
receive the guarantees registered hereby, which is
$1,700,000,000.
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Consent Solicitation and Offer to Guarantee
By Ensco plc
for the following series of securities
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Aggregate
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Issuer
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Debt Security Description
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CUSIP No.
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Principal Amount
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Pride International, Inc.
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8.500% Senior Notes due 2019
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74153QAG7
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$
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500,000,000
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Pride International, Inc.
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6.875% Senior Notes due 2020
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74153QAH5
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$
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900,000,000
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Pride International, Inc.
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7.875% Senior Notes due 2040
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74153QAJ1
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$
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300,000,000
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The Record Date (as defined below) for the consent
solicitation is May 6, 2011. The expiration time for the
consent solicitation is 5:00 p.m., New York City time, on
Friday, May 27, 2011, unless extended (such time and date,
as it may be extended, the Expiration Time).
Consents may be revoked at any time prior to the earlier of
(i) the Expiration Time, and (ii) the time at which
the required consents have been received (the Revocation
Time). Any notice of revocation received after the
Revocation Time will not be effective.
Pursuant to the Agreement and Plan of Merger, dated as of
February 6, 2011 (as amended, the Merger
Agreement), among Ensco plc
(Ensco), Pride International, Inc.
(Pride), ENSCO International Incorporated, a
Delaware corporation and an indirect wholly owned subsidiary of
Ensco, and ENSCO Ventures LLC, a Delaware limited liability
company and an indirect wholly owned subsidiary of Ensco
(Merger Sub), subject to satisfaction of the
conditions stated therein, Merger Sub will merge with and into
Pride, with Pride surviving as an indirect wholly owned
subsidiary of Ensco (the Merger). Closing of
the Merger is expected to occur on May 31, 2011.
Ensco is soliciting the consents of the holders of the
above-referenced securities of Pride (all such series,
collectively, the Securities) to certain
proposed amendments to the Indenture (as defined below). In
connection with the consent solicitation, Ensco is offering to
issue an unconditional and irrevocable guarantee (the
Ensco Guarantee) of the prompt payment, when
due, of any amount owed to the holders of the Securities issued
under the indenture, dated July 1, 2004, by and among Pride
and The Bank of New York Mellon, as successor to JPMorgan Chase
Bank, N.A., as trustee (Trustee), as amended
(the Indenture), and any other amounts due
pursuant to the Indenture to record holders of Securities who
provide valid and unrevoked consents prior to the Expiration
Time of this consent solicitation, upon the terms and subject to
the conditions set forth in this Consent Solicitation/Prospectus
Supplement (the Consent Solicitation/Prospectus
Supplement) and the related letter of consent (the
Letter of Consent). The Ensco Guarantee will
be an unsecured unsubordinated obligation of Ensco and will rank
pari passu with Enscos other general unsecured
obligations.
In order for the proposed amendments to be adopted, consents
must be received in respect of at least a majority in principal
amount of Securities outstanding on the Record Date (as defined
below), with all series of the Securities voting as a single
class. Promptly upon receipt of the required consents and the
closing of the Merger, Ensco, Pride and the Trustee will enter
into a supplemental indenture that will set forth the amendments
to the Indenture. Ensco will execute and deliver the Ensco
Guarantee concurrently with the execution of the supplemental
indenture. The proposed amendments will become effective upon
execution and delivery of the supplemental indenture and
Enscos execution and delivery of the Ensco Guarantee.
If the required consents are obtained, the Merger closes and
Pride, Ensco and the Trustee enter into a supplemental
indenture, all holders of the Securities will be bound by the
amended Indenture and all holders of the Securities will receive
the Ensco Guarantee pursuant to the terms of the supplemental
indenture, even if they have not consented to the proposed
amendments. If the required consents are not obtained, the Ensco
Guarantee will not be provided to the holders of the
Securities.
Providing your consent involves risks. For a discussion of
factors you should consider before you decide whether to
consent, see Forward Looking Information and Risk
Factors on
page S-3
of this Consent Solicitation/Prospectus Supplement, Risk
Factors under Part I, Item IA in Enscos
Annual Report on
Form 10-K
for the year ended December 31, 2010, and Enscos most
recently filed Quarterly Reports on
Form 10-Q,
and any amendments thereto, and Risk Factors set
forth in Enscos Registration Statement on
Form S-4,
which was declared effective by the U.S. Securities and
Exchange Commission (the SEC) on
April 25, 2011.
Neither the SEC nor any other securities regulator has
approved or disapproved these securities, or determined if this
Consent Solicitation/Prospectus Supplement or the accompanying
prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The Information and Tabulation Agent for the Consent
Solicitation is
Bondholder Communications
Group
May 6, 2011
TABLE OF
CONTENTS
Consent
Solicitation/Prospectus Supplement
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Page
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S-ii
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S-iii
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S-iv
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S-1
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S-3
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S-4
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S-4
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S-4
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S-10
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S-11
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S-13
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S-15
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S-16
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S-16
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S-16
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S-16
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A-1
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Prospectus
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About This Prospectus
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1
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Where You Can Find More Information; Incorporation By Reference
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1
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Forward-Looking Information
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2
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Risk Factors
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3
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The Company
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3
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Use Of Proceeds
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3
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Ratio Of Earnings To Fixed Charges
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3
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Description Of Debt Securities
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4
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Description Of Class A Ordinary Shares
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4
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Description Of Preference Shares
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5
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Description Of Ordinary Shares
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5
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Description Of Depositary Shares
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5
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Description Of Warrants
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6
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Description Of Share Purchase Contracts
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7
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Description Of Guarantees
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7
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Description Of Units
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7
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Plan Of Distribution
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7
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Legal Matters
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7
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Independent Registered Public Accounting Firm
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8
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S-i
You should rely only on the information contained or
incorporated by reference in this Consent
Solicitation/Prospectus Supplement and the accompanying
prospectus. No person is authorized to give any information or
to make any representations other than those contained or
incorporated by reference in this Consent
Solicitation/Prospectus Supplement or the accompanying Base
Prospectus (as defined). If anyone provides you with different
or inconsistent information, you should not rely on it. This
Consent Solicitation/Prospectus Supplement and the accompanying
Base Prospectus are not an offer to sell or solicitation of an
offer to buy any securities in any jurisdiction where such offer
is unlawful. None of the delivery of this Consent
Solicitation/Prospectus Supplement or the accompanying Base
Prospectus or the issuance of the Ensco Guarantee will, under
any circumstances, create any implication that there has been no
change in our affairs since the date of this Consent
Solicitation/Prospectus Supplement or the accompanying Base
Prospectus or that the information contained or incorporated by
reference is correct as of any time subsequent to the date of
such information. Our business, financial condition, results of
operation and prospects may have changed since those dates.
References in this Consent Solicitation/Prospectus Supplement to
we, us and our are to Ensco
plc and Pride, collectively, and their consolidated subsidiaries
unless otherwise stated or the context so requires.
The terms of the Ensco Guarantee are fully set forth in this
Consent Solicitation/Prospectus Supplement. The Ensco Guarantee
is not a debt security as described in the Prospectus, dated
May 6, 2011, included in the Registration Statement on
Form S-3
filed with the SEC by Ensco on May 6, 2011 (the
Base Prospectus) and is not being issued
under the Ensco Indenture (as defined). The Base Prospectus does
not set forth any terms of the Ensco Guarantee. If information
in this Consent Solicitation/Prospectus Supplement is
inconsistent with that in the Base Prospectus, then the
information set forth in, and incorporated by reference into,
this Consent Solicitation/Prospectus Supplement shall supersede
that which is set forth in the Base Prospectus.
FORWARD
LOOKING INFORMATION
The information contained in this Consent
Solicitation/Prospectus Supplement is accurate only as of the
date hereof.
This Consent Solicitation/Prospectus Supplement and the
accompanying Base Prospectus and documents incorporated herein
by reference contain some forward looking statements that set
forth anticipated results based on managements plans and
assumptions. From time to time, we also provide forward looking
statements in other materials we release to the public, as well
as oral forward looking statements. Such statements give our
current expectations or forecasts of future events; they do not
relate strictly to historical or current facts. We have tried,
wherever possible, to identify such statements by using words
such as anticipate, estimate,
expect, project, intend,
plan, believe, will,
target, forecast and similar expressions
in connection with any discussion of future operating or
financial performance or business plans or prospects. In
particular, these include statements relating to future actions,
business plans and prospects, future performance or results of
current and anticipated products, expenses, interest rates,
foreign exchange rates, the outcome of contingencies, such as
legal proceedings, and financial results.
We cannot guarantee that any forward looking statement will be
realized. Achievement of future results is subject to risks,
uncertainties and potentially inaccurate assumptions. Should
known or unknown risks or uncertainties materialize, or should
underlying assumptions prove inaccurate, actual results could
differ materially from past results and those anticipated,
estimated or projected. You should bear this in mind as you
consider forward looking statements.
You should take care not to place undue reliance on forward
looking statements, which represent Enscos views only as
of the date they are made. We undertake no obligation to
publicly update forward looking statements, whether as a result
of new information, future events or otherwise. You are advised,
however, to consult any further disclosures we make on related
subjects in our Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K
filed with the SEC. Also note that Ensco provides cautionary
discussion of risks, uncertainties and possibly inaccurate
assumptions relevant to our businesses and the Merger in
Enscos Annual Report on
Form 10-K
for the year ended December 31, 2010, and Enscos most
recently filed Quarterly
S-ii
Reports on
Form 10-Q,
and any amendments thereto, and Enscos Registration
Statement on
Form S-4,
which was declared effective by the SEC on April 25, 2011.
These are factors that, individually or in the aggregate, may
cause our actual results to differ materially from expected and
historical results. We note these factors for investors as
permitted by the Private Securities Litigation Reform Act of
1995. You should understand that it is not possible to predict
or identify all such factors. Consequently, you should not
consider those factors to be a complete discussion of all
potential risks or uncertainties.
IMPORTANT
DATES
Holders of Securities should take note of the following
important dates in connection with the consent solicitation:
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Date
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Calendar Date
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Event
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Expiration Time
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5:00 p.m., New York City time, on Thursday, May 27, 2011,
unless extended by Ensco in its sole discretion.
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The last day and time for holders of Securities to deliver
consents.
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Record Date
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5:00 p.m., New York City time, on May 6, 2011.
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The record date for determining the holders of Securities
entitled to deliver consents.
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Revocation Time
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Earlier of (i) the Expiration Time and (ii) the time at which
the required consents have been received.
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The deadline for holders of Securities to validly revoke
consents. Consents delivered after the Revocation Time may not
be withdrawn.
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S-iii
QUESTIONS
AND ANSWERS ABOUT THE CONSENT SOLICITATION
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Q: |
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Why is Ensco making the consent solicitation? |
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Ensco is soliciting consents to amend the Indenture in
connection with the integration of Enscos and Prides
businesses and to allow the integrated company greater
flexibility in operations. The proposed amendments will, among
other matters, provide for the Ensco Guarantee, modify certain
reporting requirements and provide the ability to transfer the
assets among Ensco subsidiaries. Once the requisite consents are
received, the Merger closes and Pride, Ensco and the Trustee
enter into a supplemental indenture, Ensco will issue an
unconditional and irrevocable guarantee of the prompt payment,
when due, of the Securities issued under the Indenture. |
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What will happen if I consent and the consent solicitation is
successful? |
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If the required consents are obtained, the Merger closes and
Pride, Ensco and the Trustee enter into a supplemental
indenture, all Pride bondholders will be bound by the amended
indenture and will receive the Ensco Guarantee, even if they
have not consented to the proposed amendments. Separately from
this consent solicitation, as a result of Enscos
acquisition of Pride, as soon as permitted by applicable law,
Pride will deregister the Securities and will no longer be
required to file reports with the SEC. Pride will also no longer
be required to file reports with the Trustee. The proposed
amendments will require Ensco to file certain SEC reports with
the Trustee. |
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What are the consequences if the requisite consents are not
obtained? |
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If the required number of consents are not delivered, the
following will occur: first, there will be no amendments made to
the Indenture; and second, the Ensco Guarantee will not be
executed or delivered in respect of the Securities. In addition,
separately from this consent solicitation, as a result of
Enscos acquisition of Pride, as soon as permitted by
applicable law, Pride will deregister the Securities and will no
longer be required to file reports with the SEC. Pride will also
no longer be required to file reports with the Trustee. Ensco
will have no obligation to file certain SEC reports with the
Trustee. |
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What are the consequences if the required consents are
obtained but I do not consent? |
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If the requisite consents are obtained, the Indenture will be
modified as described in this Consent Solicitation/Prospectus
Supplement and a Ensco Guarantee will be executed and delivered
for all the Securities and all holders will be bound by the
amended indenture and will receive the Ensco Guarantee, even if
they did not consent to the proposed amendments. Separately from
this consent solicitation, as a result of Enscos
acquisition of Pride, as soon as permitted by applicable law,
Pride will deregister the Securities and will no longer be
required to file reports with the SEC. Pride will also no longer
be required to file reports with the Trustee. The proposed
amendments will require Ensco to file certain SEC reports with
the Trustee. |
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How do I consent? |
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To consent, you must validly complete a Bondholder Ballot and
return it to the address stated on the ballot. |
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What is the deadline to consent? |
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The deadline to consent is 5:00 P.M., New York City time,
on Thursday, May 27, 2011, unless extended. |
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What is the vote needed for the consent to go through? |
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The receipt of consents representing at least a majority
(greater than 50%) in principal amount of the Securities
outstanding, with all holders of the Securities voting as a
single class, is necessary to adopt the proposed amendments. |
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To whom should I direct any questions? |
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Questions concerning the terms of the consent solicitation,
consent procedures and requests for additional copies of this
Consent Solicitation/Prospectus Supplement should be directed to
Bondholder Communications Group toll-free at
(888) 385-2663,
attention Erin Ingersol. |
S-iv
SUMMARY
The following summary is qualified in its entirety by
reference to, and should be read in conjunction with, the
information appearing elsewhere in this Consent
Solicitation/Prospectus Supplement. Each undefined capitalized
term used in this Summary has the meaning set forth elsewhere in
this Consent Solicitation/Prospectus Supplement
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The Issuer |
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Pride International Inc. |
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The Securities |
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8.500% Senior Notes due 2019 |
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6.875% Senior Notes due 2020 |
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7.875% Senior Notes due 2040 |
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Purpose of the Consent Solicitation |
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Ensco is soliciting consents to amend the Indenture in
connection with the integration of Enscos and Prides
businesses and to allow the integrated company greater
flexibility in operations. The proposed amendments will, among
other matters, provide for the Ensco Guarantee, modify certain
reporting requirements and provide the ability to transfer
assets among Ensco subsidiaries. Once the requisite consents are
received, if the Merger closes and Pride, Ensco and the Trustee
enter into a supplemental indenture, Ensco will issue an
unconditional and irrevocable guarantee of the prompt payment,
when due, of the Securities issued under the Indenture. |
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The Consent Solicitation |
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In connection with the proposed amendments to the Indenture,
Ensco is seeking valid and unrevoked consents of registered
holders representing at least a majority principal amount of the
Securities outstanding on the Record Date, with all series of
the Securities voting as a single class. |
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In return for such consents, if the Merger closes and Pride,
Ensco and the Trustee enter into a supplemental indenture, Ensco
is offering to issue the Ensco Guarantee, upon the terms and
subject to the conditions set forth in this Consent
Solicitation/Prospectus Supplement. |
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Consents Required to Adopt the Proposed Amendments |
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Consents from holders of at least a majority in principal amount
of Securities outstanding on the Record Date, with all series of
the Securities voting as a single class, must be received in
order to adopt the proposed amendments. Ensco expressly reserves
the right, in its discretion, to waive any condition of the
consent solicitation. See The Consent
Solicitation Description of the Proposed
Amendments and Annex A to this Consent
Solicitation/Prospectus Supplement. |
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Record Date |
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The record date for determining the holders of Securities
entitled to deliver consents in connection with this consent
solicitation, is 5:00 p.m., New York City time, on
May 6, 2011. Only holders of Securities as of the Record
Date are eligible to deliver consents. |
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Expiration Time |
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The consent solicitation will expire at 5:00 p.m., New York
City time, on Thursday, May 27, 2011, unless extended by
Ensco in its sole discretion. |
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Revocation of Consents |
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Consents delivered may be validly withdrawn at any time at or
prior to the earlier of (i) the Expiration Time and
(ii) the time at |
S-1
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which the required consents have been received. See
Consent Procedures Revocation of
Consents. |
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Procedures for Consenting |
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In order to consent to the proposed amendments, a holder of the
Securities must complete a Bondholder Ballot and deliver it to
the address stated on the ballot, before the Expiration Time in
accordance with the procedures described below. See
Consent Procedures Procedures for Delivering
Consents. |
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Providing your consent involves risks. For a discussion of
factors you should consider before you decide whether to
consent, see Risk Factors. |
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Consequences of Failure to Consent |
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If the required consents are obtained and the supplemental
indenture is executed, all holders of the Securities will be
bound by the amended Indenture and all holders of the Securities
will receive the Ensco Guarantee pursuant to the terms of the
supplemental indenture, even if they have not consented to the
proposed amendments. |
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Material Tax Considerations |
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For a summary of material U.S. federal income tax consequences
of the consent solicitation, see Material U.S. Federal
Income Tax Consequences. For a summary of material U.K.
tax consequences of the consent solicitation, see Material
U.K. Tax Consequences. |
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Use of Proceeds |
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Ensco will not receive any cash proceeds from the consent
solicitation. |
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Information and Tabulation Agent |
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Bondholder Communications Group is the information and
tabulation agent for the consent solicitation (the
Information and Tabulation Agent). The
addresses and telephone numbers of the Information and
Tabulation Agent are listed on the back cover page of this
Consent Solicitation/Prospectus Supplement. |
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Further Information; Questions |
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Questions concerning consent procedures and requests for
additional copies of this Consent Solicitation/Prospectus
Supplement and the Bondholder Ballot should be directed to the
Information and Tabulation Agent at its address or telephone
numbers listed on the back cover page of this Consent
Solicitation/Prospectus Supplement. |
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Any questions concerning the terms of the consent solicitation
should be directed to the Information and Tabulation Agent at
the telephone numbers listed on the back cover page of this
Consent Solicitation/Prospectus Supplement. |
S-2
RISK
FACTORS
You should carefully consider each of the risks and
uncertainties under the headings Risk Factors under
Part I, Item IA in Enscos Annual Report on
Form 10-K
for the year ended December 31, 2010, and Enscos most
recently filed Quarterly Reports on
Form 10-Q,
and any amendments thereto, and Risk Factors set
forth in Enscos Registration Statement on
Form S-4,
which was declared effective by the SEC on April 25, 2011,
which are incorporated by reference into this Consent
Solicitation/Prospectus Supplement, and all of the other
information included or incorporated by reference in this
Consent Solicitation/Prospectus Supplement. The risks below
should be considered along with the other risks described in the
reports incorporated by reference into this Consent
Solicitation/Prospectus Supplement. See Where You Can Find
More Information for the location of information
incorporated by reference into this Consent
Solicitation/Prospectus Supplement.
The
Ensco Guarantee is unsecured and will be effectively junior to
secured indebtedness that Ensco may incur in the future and will
be structurally subordinated to the obligations of Enscos
subsidiaries.
The Ensco Guarantee will be an unsecured unsubordinated
obligation of Ensco and rank pari passu with all of
Enscos unsecured debt obligations. Holders of any secured
debt that Ensco may incur in the future may foreclose on the
assets securing such debt, reducing the cash flow from the
foreclosed property available for payment of unsecured debt,
including the Ensco Guarantee. Holders of secured debt also
would have priority over unsecured creditors in the event of our
bankruptcy, liquidation or similar proceeding. As a result, the
Ensco Guarantee will be effectively junior to any secured debt
that Ensco may issue in the future. Ensco currently does not
have any secured debt outstanding. Although Ensco is subject to
certain limitations on liens, there are exceptions to these
limitations which may permit Ensco to incur secured debt. The
Ensco Guarantee will also be structurally subordinated to the
obligations of Enscos subsidiaries. Holders of the
Securities will not have any claim as a creditor against
subsidiaries of Ensco that are not guarantors of the Securities,
other than Pride (subject to Enscos right to substitute
itself as obligor).
If the
proposed amendments to the Indenture are approved and the
supplemental indenture is executed, Pride will be subject to
fewer restrictions on its conduct than it is currently subject
to and assets of Pride may be transferred to subsidiaries of
Ensco or third parties that are not parties to the Indenture and
are not providing a guarantee of the Securities.
If the proposed amendments to the Indenture become effective,
the covenants in the amended indenture would generally impose
fewer restrictions on Prides conduct than the covenants
currently in the Indenture. The proposed amendments would allow
Pride to take actions that would otherwise have been restricted
or conditioned. Specifically, Pride will no longer be subject to
certain restrictions on its ability to, among other things,
merge or consolidate, sell all or substantially all of its
assets, effect a conversion of its legal status (to the extent
not already permitted by the Indenture), enter into sale and
leaseback transactions with respect to certain property and
subject certain property and shares of certain subsidiaries to
any mortgage, pledge, security interest or lien. Therefore,
assets of Pride may be transferred to subsidiaries of Ensco or
third parties that are not parties to the Indenture and are not
providing a guarantee of the Securities, which may result in
materially fewer assets of Pride being available to satisfy
Prides obligations under the Securities. See The
Consent Solicitation Description of the Proposed
Amendments and Annex A to this Consent
Solicitation/Prospectus Supplement for more information about
the differences between what actions are currently restricted by
the covenants currently applicable to the Securities and what
actions would be restricted by the covenants following the
effectiveness of the proposed amendments.
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RATIO OF
EARNINGS TO FIXED CHARGES
For the purpose of computing the ratio of earnings to fixed
charges, earnings consist of income from continuing
operations before income taxes, fixed charges and amortization
of capitalized interest, less income from continuing operations
before income taxes attributable to noncontrolling interests and
interest capitalized. Fixed charges consist of
interest expensed and capitalized and estimates of interest
within rental expense. The ratios were calculated by dividing
the sum of the fixed charges into the sum of the earnings. The
following ratios do not reflect the Merger. Our consolidated
ratio of earnings to fixed charges for each of the fiscal years
ended December 31, 2006 through 2010 and the three months
ended March 31, 2011 are set forth below:
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Three Months
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Ended
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Year Ended December 31,
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March 31, 2011
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2010
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2009
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2008
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2007
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2006
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Ratio of earnings to fixed charges
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4.4
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24.4
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36.7
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48.8
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30.3
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23.6
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The pro forma ratios of earnings to fixed charges for the year
ended December 31, 2010 and the three months ended
March 31, 2011 reflecting the Merger are set forth below:
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Three Months
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Year Ended
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Ended
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December 31,
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March 31, 2011
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2010
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Ratio of earnings to fixed charges
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1.8
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3.6
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USE OF
PROCEEDS
Ensco will not receive any cash proceeds from the issuance of
the Ensco Guarantee.
THE
CONSENT SOLICITATION
Introduction
In connection with the proposed amendments to the Indenture,
Ensco is seeking valid and unrevoked consents of registered
holders of the majority in aggregate principal amount of the
Securities outstanding voting as a single class at
5:00 p.m. New York City time, on May 27, 2011, the
record date for determining the holders of Securities entitled
to deliver consents in connection with this consent solicitation
(the Record Date). In return for such
consents, Ensco is offering to issue the Ensco Guarantee upon
the terms and subject to the conditions set forth in this
Consent Solicitation/Prospectus Supplement. As of the Record
Date, the aggregate principal amount of the Securities
outstanding was $1,700,000,000. If the required consents are
obtained, all holders of the Securities will be bound by the
amended Indenture and all holders of the Securities will receive
the Ensco Guarantee even if they have not consented to the
proposed amendments.
Ensco reserves the right to establish, from time to time, but in
all cases prior to receipt of the required consents, any new
time for the Record Date and, thereupon, any such new time will
be deemed to be the Record Date for purposes of this Consent
Solicitation/Prospectus Supplement.
Promptly upon receipt of the required consents and the closing
of the Merger, Ensco, Pride and the Trustee will enter into a
supplemental indenture that will set forth the amendments to the
Indenture. Assuming satisfaction or waiver of all conditions to
this Consent Solicitation/Prospectus Supplement, Ensco will
execute and deliver the Ensco Guarantee concurrently with the
execution of the supplemental indenture. The proposed amendments
will become effective upon execution and delivery of the
supplemental indenture and Enscos execution and delivery
of the Ensco Guarantee.
Separately from this consent solicitation, as a result of the
Merger, pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as soon as permitted by applicable law,
Pride will deregister the Securities. As a result of such
deregistration, Pride will no longer be required to file reports
with the SEC pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 or pursuant to
Section 314 of the
S-4
Trust Indenture Act of 1939 and Pride will no longer be
required to file reports with the Trustee. The deregistration of
the Securities will occur when permitted regardless of whether
the required consents are obtained and the proposed amendments
are made effective.
Purpose
of Amendments
The proposed amendments are intended to allow Ensco to integrate
Enscos and Prides businesses through certain
internal corporate restructurings in a more effective manner
than could be achieved if the amendments are not made. Ensco
would benefit from the flexibility to use Prides assets in
combination with Enscos other assets in order to eliminate
redundancies and overlapping operations and to benefit Ensco as
a whole. In this regard, the proposed amendments are intended to
allow Ensco to more effectively integrate Prides business
and have Pride and its subsidiaries engage freely in
transactions with Ensco and Enscos subsidiaries.
Specifically, Pride will no longer be subject to certain
restrictions on its ability to, among other things, merge or
consolidate, sell all or substantially all of its assets, effect
a conversion of its legal status (to the extent not already
permitted by the Indenture), enter into sale and leaseback
transactions with respect to certain property and subject
certain property and shares of certain subsidiaries to any
mortgage, pledge, security interest or lien. The proposed
amendments are intended to allow the integrated company greater
flexibility in operations as the proposed amendments will
conform certain covenants in the Indenture to the corresponding
covenants in the existing Ensco indenture.
If the required consents are obtained, the proposed amendments
are adopted, the Merger closes and Ensco, Pride and the Trustee
enter into a supplemental indenture, the holders of the
Securities will be entitled to the Ensco Guarantee and Ensco
will have an obligation to file certain SEC reports with the
Trustee.
Description
of the Proposed Amendments
Ensco is soliciting the consents of the holders of the
Securities to the proposed amendments to the Indenture. The
valid and unrevoked consent of the holders of at least a
majority in aggregate principal amount of Securities
outstanding, voting as a single class is required for the
proposed amendments to become effective. The proposed amendments
are being presented as one proposal. Consequently, the delivery
of a consent by a holder of Securities represents the delivery
of a consent to all of the proposed amendments to the Indenture,
and a consent purporting to consent to only some of the proposed
amendments will not be valid.
Ensco is proposing amendments to the provisions in the Indenture
relating to (i) the consolidation or merger of Pride or the
sale of all or substantially all of Prides assets;
(ii) the limitation on Prides incurrence of liens;
(iii) the limitation on sale and leaseback transactions by
Pride; and (iv) Prides obligation pursuant to the
Indenture to file certain SEC reports with the Trustee. Under
the indenture dated as of November 20, 1997 between Ensco
and Deutsche Bank Trust Company Americas, as trustee (the
Ensco Indenture), and the supplemental
indentures to the Ensco Indenture, dated November 20, 1997
and December 22, 2009 (the Applicable Ensco
Supplemental Indentures), Ensco is subject to certain
similar restrictions. If the required consents are obtained, the
Merger closes and Pride, Ensco and the Trustee enter into a
supplemental indenture, the Indenture will be amended, where
applicable, to provide for restrictions on Ensco and its
Subsidiaries (as defined) that are similar to those applicable
to Pride and its Subsidiaries related to (i) the
consolidation or merger of Ensco or the sale of all or
substantially all of Enscos assets; (ii) the
limitation on liens of Ensco and its Subsidiaries;
(iii) the limitation on sale and leaseback transactions by
Ensco and its Subsidiaries; and (iv) the obligation to file
certain SEC reports with the Trustee. If the proposed amendments
are adopted, the Merger closes and Pride, Ensco and the Trustee
enter into a supplemental indenture, Ensco will be a party to
the supplemental indenture adopting such amendments solely with
respect to the proposed covenants related to (i) the
limitation on liens of Ensco and its Subsidiaries; (ii) the
limitation on sale and leaseback transactions by Ensco and its
Subsidiaries; (iii) Enscos obligation to file certain
SEC reports with the Trustee; (iv) the consolidation or
merger of Ensco or the sale of all or substantially all of
Enscos; assets and (v) Enscos obligation to
execute and deliver the Ensco Guarantee.
The following is a summary of the key proposed amendments to the
Indenture, which is qualified by reference to the complete text
of the proposed supplemental indenture set forth in Annex A
to this Consent
S-5
Solicitation/Prospectus Supplement (the Fourth
Supplemental Indenture). The following summary of the
proposed amendments is not necessarily presented in the order of
importance.
Amendment
to Covenant Related to Merger or Consolidation of Pride and/or
Sale of All or Substantially All of Prides Assets to
Remove All Limitations and Restrictions on any Transaction
Involving Pride or Prides Assets
The Indenture permits (i) any merger or consolidation of
Pride into any other corporation (whether or not affiliated with
Pride), or successive consolidations or mergers to which Pride
or any successor is a party and (ii) any sale or conveyance
of all or substantially all the property of Pride to any other
corporation (whether or not affiliated with Pride), provided
that, after giving effect to such transaction, no Event of
Default (as defined) and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have
occurred and be continuing and upon any such consolidation,
merger, sale or conveyance, other than a consolidation or merger
in which Pride is the continuing corporation, the obligations of
Pride under the Indenture must be expressly assumed by the
corporation formed by the consolidation, the corporation into
which Pride has merged or the corporation which shall have
acquired all or substantially all of Prides assets.
This proposed amendment to the Indenture would have the effect
of removing the restrictions and limitations on Prides or
any successor obligors ability to enter into any
consolidation, merger, sale or conveyance of assets or any other
transaction following the Merger. Additionally, the proposed
amendment would permit Pride to effect a conversion or enter
into any transaction with a subsidiary or affiliate of Ensco,
the effect of which would be a change in the legal status of
Pride, such as to a limited liability company, a partnership or
other legal entity. The proposed amendment will also provide
that Ensco may consolidate or merge with or into any other
person (whether or not affiliated with Ensco), or convey or
transfer of all or substantially all of the assets of Ensco to
any other person (whether or not affiliated with Ensco) lawfully
entitled to acquire the same; provided that (i) such person
(the Successor) or the person who
beneficially owns all or substantially all of the voting shares
of each class of capital stock issued and outstanding at such
time of Ensco or such Successor (the New
Parent) shall be organized and validly existing under
the laws of the United States of America, any political
subdivision thereof or any State thereof or the District of
Columbia, the Bahamas, Barbados, Bermuda, the British Virgin
Islands, the Cayman Islands, any of the Channel Islands,
Ireland, France, the Kingdom of the Netherlands or any other
member of the European Union, Switzerland or the Netherlands
Antilles, (ii) the Successor or the New Parent shall agree
in writing to submit to jurisdiction to the competent courts of
the State of New York or the federal district court sitting in
The City of New York and appoints an agent in the State of New
York for the service of process, each under terms satisfactory
to the Trustee; (iii) the Successor or the New Parent
expressly assumes or guarantees by supplemental indenture the
due and punctual performance and observance of all of the
covenants and conditions of the Ensco Guarantee to be performed
by Ensco and any obligations of Ensco under the indenture;
(iv) the Board of Directors of Ensco or the comparable
governing body of the Successor or the New Parent, as
applicable, determines in good faith that such transaction or
series of transactions will not adversely affect the interest of
the holders of Securities in any material respect; and
(v) the Successor or the New Parent delivers to the trustee
an officers certificate and an opinion of counsel, each
stating that the transaction and such supplemental indenture
comply with the indenture.
Amendment
to Covenant Related to Limitation on Liens
Subject to certain exceptions, the Indenture provides that Pride
will not create or assume, or permit any subsidiary that owns
Pride Principal Property (as defined below) to create or assume
any mortgage, pledge, lien, charge, security interest or similar
encumbrance (a Lien) of or upon any Pride Principal
Property or any shares of capital stock or indebtedness of any
such Subsidiary, unless the Securities are secured by such Lien
equally and ratably with any and all other indebtedness or
obligations thereby secured. The Indenture defines Pride
Principal Property as any drilling rig or
drillship, or integral portion thereof, owned or leased by Pride
or any Subsidiary and used for drilling offshore oil and gas
wells, which, in the opinion of Prides Board of Directors,
is of material importance to the business of Pride and its
Subsidiaries taken as a whole, but no such drilling rig or
drillship, or portion thereof, shall be deemed of material
importance if its net book
S-6
value (after deducting accumulated depreciation) is less than 2%
of Prides consolidated net tangible assets (as defined in
the Indenture).
The proposed amendment will amend this provision to replace
the existing covenant in its entirety substantially as
follows:
Ensco shall not, and shall not permit any of its Subsidiaries
to, issue, assume or guarantee any Indebtedness for borrowed
money secured by any Lien upon any Principal Property or any
shares of stock or Indebtedness of any Subsidiary that owns or
leases a Principal Property (whether such Principal Property,
shares of stock or Indebtedness are now owned or hereafter
acquired) without making effective provision whereby the Notes
(together with, if Ensco shall so determine, any other
Indebtedness or other obligation of Ensco or any Subsidiary)
shall be secured equally and ratably with (or, at the option of
Ensco, prior to) the Indebtedness so secured for so long as such
Indebtedness is so secured. The foregoing restrictions will not,
however, apply to Indebtedness secured by Permitted Liens.
Notwithstanding the foregoing, Ensco and its Subsidiaries may,
without securing the Notes, issue, assume or guarantee
Indebtedness that would otherwise be subject to the foregoing
restrictions in an aggregate principal amount that, together
with all other such Indebtedness of Ensco and its Subsidiaries
that would otherwise be subject to the foregoing restrictions
(not including Indebtedness permitted to be secured under the
definition of Permitted Liens) and the aggregate amount of
Attributable Indebtedness deemed outstanding with respect to
Sale/Leaseback Transactions (other than Sale/Leaseback
Transactions in connection with which Ensco has voluntarily
retired any of the Securities, any Pari Passu Indebtedness or
any Funded Indebtedness pursuant to Section 4.09(c)) does
not at any one time exceed 15% of Consolidated Net Tangible
Assets.
Amendment
to Covenant Related to Limitation on Sale/Leaseback
Transactions
The Indenture provides that any arrangement with any person
providing for the leasing by Pride or a Pride Subsidiary of any
Pride Principal Property (except for temporary leases for a term
of five years or less), which property has been or is to be sold
or transferred by Pride or such Subsidiary to such person (a
Sale/Leaseback Transaction) is prohibited
except in the event that (a) Pride or such Subsidiary would
be entitled to incur indebtedness secured by a Lien on the Pride
Principal Property to be leased equal in amount to the
Attributable Indebtedness (as defined) with respect to such
Sale/Leaseback Transaction without equally or ratably securing
the securities issued under the Indenture; or (b) Pride
applies an amount equal to the fair value of the property sold
to the purchase of Pride Principal Property or to the retirement
of long-term indebtedness of Pride within nine months of the
effective date of any such Sale/Leaseback Transaction. In lieu
of applying such amount to such retirement Pride may deliver
debt securities to the Trustee for cancellation, such debt
securities to be credited at the cost thereof to Pride.
Notwithstanding the foregoing, the Indenture provides that Pride
or any Subsidiary may enter into any Sale/Leaseback Transaction
(which would otherwise be subject to the foregoing restrictions)
as long as the Attributable Indebtedness resulting from such
Sale/Leaseback Transaction, together with all other exempted
debt of Pride and the Subsidiaries, does not at the time exceed
15% of Prides consolidated net tangible assets.
The proposed amendment will amend this provision to replace
the existing covenant in its entirety substantially as
follows:
Ensco shall not, and shall not permit any Subsidiary to, enter
into any Sale/Leaseback Transaction with any Person (other than
Ensco or a Subsidiary) unless:
(a) Ensco or such Subsidiary would be entitled to incur
Indebtedness in a principal amount equal to the Attributable
Indebtedness with respect to such Sale/Leaseback Transaction
secured by a Lien on the property subject to such Sale/Leaseback
Transaction pursuant to Section 4.08 without equally and
ratably securing the Notes, pursuant to Section 4.08;
(b) after the date of the Fourth Supplemental Indenture and
within a period commencing nine months prior to the consummation
of such Sale/Leaseback Transaction and ending nine months after
such consummation, Ensco or any Subsidiaries shall have expended
for property used or to be used
S-7
in the ordinary course of business of Ensco and its Subsidiaries
an amount equal to all or a portion of the net proceeds of such
Sale/Leaseback Transaction and Ensco shall have elected to
designate such amount as a credit against such Sale/Leaseback
Transaction (with any such amount not being so designated to be
applied as set forth in clause (c) below or as otherwise
permitted); or
(c) Ensco, during the nine-month period after the effective
date of such Sale/Leaseback Transaction, shall have applied to
the voluntary defeasance or retirement of any Securities, any
Pari Passu Indebtedness or any Funded Indebtedness an amount
equal to the greater of the net proceeds of the sale or transfer
of the property leased in such Sale/Leaseback Transaction and
the fair value, as determined by the Board of Directors of Ensco
and evidenced by a Board Resolution, of such property at the
time of entering into such Sale/Leaseback Transaction (in either
case adjusted to reflect the remaining term of the lease and any
amount expended by Ensco as set forth in clause (b) above).
There are currently no Ensco Liens on, or any Ensco
Sale/Leaseback Transactions covering, any property that could
potentially qualify as Principal Property that would require the
Securities to be secured equally and ratably with (or prior to)
Indebtedness secured by such Lien.
Definitions
Set forth below are certain of the defined terms that are
included in the proposed amendment for purposes of the Ensco
Lien and Ensco Sale/Leaseback covenants set forth above.
Attributable Indebtedness, when used with
respect to any Sale/Leaseback Transaction, means, as at the time
of determination, the present value (discounted at the rate set
forth or implicit in the terms of the lease included in such
transaction) of the total obligations of the lessee for rental
payments (other than amounts required to be paid on account of
taxes, maintenance, repairs, insurance, assessments, utilities,
operating and labor costs and other items which do not
constitute payments for property rights) during the remaining
term of the lease included in such Sale/Leaseback Transaction
(including any period for which such lease has been extended).
In the case of any lease which is terminable by the lessee upon
the payment of a penalty, such net amount shall be the lesser of
the net amount determined assuming termination upon the first
date such lease may be terminated (in which case the net amount
shall also include the amount of the penalty, but no rent shall
be considered as required to be paid under such lease subsequent
to the first date upon which it may be so terminated) or the net
amount determined assuming no such termination.
Consolidated Net Tangible Assets means the
total amount of assets (less applicable reserves and other
properly deductible items) after deducting (1) all current
liabilities (excluding the amount of those which are by their
terms extendable or renewable at the option of the obligor to a
date more than 12 months after the date as of which the
amount is being determined and current maturities of long-term
debt) and (2) all goodwill, tradenames, trademarks,
patents, unamortized debt discount and expense and other like
intangible assets, all as set forth on the most recent quarterly
balance sheet of Ensco and its consolidated subsidiaries and
determined in accordance with GAAP.
Funded Indebtedness means all Indebtedness
that matures on, or that is renewable at the option of any
obligor thereon to, a date more than one year after the date on
which such Indebtedness is originally incurred.
Indebtedness of any Person means, without
duplication, (i) all indebtedness of such Person for
borrowed money (whether or not the recourse of the lender is to
the whole of the assets of such Person or only to a portion
thereof), (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person in respect of letters
of credit or other similar instruments (or reimbursement
obligations with respect thereto), other than standby letters of
credit, performance bonds and other obligations issued by or for
the account of such Person in the ordinary course of business,
to the extent not drawn or, to the extent drawn, if such drawing
is reimbursed not later than the third Business Day following
demand for reimbursement, (iv) all obligations of such
Person to pay the deferred and unpaid purchase price of property
or services, except trade payables and accrued expenses incurred
in the ordinary course of business, (v) all Capitalized
Lease Obligations of such Person, (vi) all Indebtedness of
S-8
others secured by a Lien on any asset of such Person, whether or
not such Indebtedness is assumed by such Person (provided that
if the obligations so secured have not been assumed in full by
such Person or are not otherwise such Persons legal
liability in full, then such obligations shall be deemed to be
in an amount equal to the greater of (a) the lesser of
(1) the full amount of such obligations and (2) the
fair market value of such assets, as determined in good faith by
the board of directors of such Person, which determination shall
be evidenced by a board resolution, and (b) the amount of
obligations as have been assumed by such Person or which are
otherwise such Persons legal liability), and
(vii) all Indebtedness of others (other than endorsements
in the ordinary course of business) guaranteed by such Person to
the extent of such guarantee.
Joint Venture means any partnership,
corporation or other entity, in which up to and including 50% of
the partnership interests, outstanding voting stock or other
equity interests is owned, directly or indirectly, by Ensco
and/or one
or more Subsidiaries. A Joint Venture shall not be a Subsidiary.
Lien means any mortgage, pledge, lien,
charge, security interest or similar encumbrance. For purposes
of the Indenture, Ensco or any Subsidiary of Ensco shall be
deemed to own subject to a Lien any asset which it has acquired
or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, Capitalized Lease Obligation or
other title retention agreement relating to such asset.
Pari Passu Indebtedness means any
Indebtedness of any Person, whether outstanding on the Issue
Date of the Notes or thereafter created, incurred or assumed,
unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which
the same is outstanding expressly provides that such
Indebtedness shall be subordinated in right of payment to the
Notes.
Permitted Liens means (i) Liens existing
on the date of the Fourth Supplemental Indenture;
(ii) Liens on property or assets of, or any shares of stock
of, or other equity interests in, or indebtedness of, any Person
existing at the time such Person becomes a Subsidiary of Ensco
or at the time such Person is merged into or consolidated with
Ensco or any of its Subsidiaries or at the time of a sale, lease
or other disposition of the properties of a Person (or a
division thereof) as an entirety or substantially as an entirety
to Ensco or a Subsidiary; (iii) Liens in favor of Ensco or
any of its Subsidiaries; (iv) Liens in favor of
governmental bodies to secure progress or advance payments;
(v) Liens securing industrial revenue, pollution control or
other revenue bonds; (vi) Liens on assets existing at the
time of acquisition thereof, securing all or any portion of the
cost of acquiring, constructing, improving, developing,
expanding or repairing such assets or securing Indebtedness
incurred prior to, at the time of, or within 24 months
after, the later of the acquisition, the completion of
construction, improvement, development, expansion or repair or
the commencement of commercial operation of such assets, for the
purpose of (a) financing all or any part of the purchase
price of such assets or (b) financing all or any part of
the cost of construction, improvement, development, expansion or
repair of any such assets; (vii) statutory liens or
landlords, carriers, warehousemans,
mechanics, suppliers, materialmens,
repairmens or other like Liens arising in the ordinary
course of business and with respect to amounts not yet
delinquent or being contested in good faith by appropriate
proceedings; (viii) Liens in connection with legal
proceedings or securing tax assessments; (ix) Liens on the
stock, partnership or other equity interest of Ensco or any
Subsidiary in any Joint Venture or any Subsidiary that owns an
equity interest in such Joint Venture to secure Indebtedness,
provided the amount of such Indebtedness is contributed
and/or
advanced solely to such Joint Venture; and (x) any
extensions, substitutions, replacements or renewals in whole or
in part of a Lien enumerated in clauses (i) through
(ix) above.
Principal Property means any drilling rig or
drillship, or integral portion thereof, owned or leased by Ensco
or any Subsidiary and used for drilling offshore oil and gas
wells, which, in the opinion of the board of directors of Ensco,
is of material importance to the business of Ensco and its
Subsidiaries taken as a whole, but no such drilling rig or
drillship, or portion thereof, shall be deemed of material
importance if its net book value (after deducting accumulated
depreciation) is less than 2% of Consolidated Net Tangible
Assets.
Sale/Leaseback Transaction means any
arrangement with any Person pursuant to which Ensco or any
Subsidiary leases any Principal Property that has been or is to
be sold or transferred by Ensco or the Subsidiary to such
Person, other than (1) temporary leases for a term,
including renewals at the option of the lessee, of not more than
five years; (2) leases between Ensco and a Subsidiary or
between Subsidiaries; and (3) leases of Principal Property
executed by the time of, or within 12 months after the
latest of, the acquisition,
S-9
the completion of construction, alteration, improvement or
repair, or the commencement of commercial operation of the
Principal Property.
Subsidiary means a Person at least a majority
of the outstanding voting stock of which is owned, directly or
indirectly, by Ensco or by one or more other Subsidiaries, or by
Ensco and one or more other Subsidiaries. For the purposes of
this definition, voting stock means stock that
ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock
has such voting power by reason of any contingency. A Joint
Venture shall not be a Subsidiary.
Amendment
to Prides Obligations to Provide SEC Reports
The Indenture requires Pride to file with the Trustee, within
15 days after Pride is required to file the same with the
SEC, copies of annual reports and of the information, documents
and other reports that Pride may be required to file with the
SEC pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 or pursuant to Section 314
of the Trust Indenture Act of 1939. As a result of the
Merger, when permitted by Section 15(d) of the Securities
Exchange Act of 1934, Pride will deregister the Securities. As a
result of such deregistration, Pride will no longer be required
to file reports with the SEC pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 or
pursuant to Section 314 of the Trust Indenture Act of
1939. The deregistration of the Securities will occur regardless
of whether the required consents are obtained and proposed
amendments are made effective and as a result of such
deregistration, Pride will no longer be required to file SEC
reports with the Trustee. Therefore, the proposed amendment to
the Indenture would replace Prides obligation to file such
reports pursuant to the Indenture and provide that Ensco will,
as the guarantor of the Securities, file with the Trustee,
within 15 days after Ensco is required to file the same
with the SEC, copies of annual reports and of the information,
documents and other reports that Ensco may be required to file
with the SEC pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 or pursuant to
Section 314 of the Trust Indenture Act of 1939.
Addition
of Defined Terms and Revision of Other Text
In connection with the proposed amendments described above,
certain defined terms would be added to, and deleted from, the
Indenture. Please see Annex A to this Consent
Solicitation/Prospectus Supplement for the text of those
amendments. In addition, we reserve the right to make certain
technical changes to the Indenture pursuant to the provisions
thereof and to include such changes in the supplemental
indenture. Any such technical changes will not affect the
substantive rights of the holders of the Securities, other than
as described above.
The proposed amendments would also delete or amend or be deemed
to have deleted or amended any provisions in the Securities
corresponding to the provisions in the Indenture that are
deleted or amended by virtue of the proposed amendments.
DESCRIPTION
OF ENSCOS GUARANTEE
The following is a summary of the Ensco Guarantee. The following
summary is qualified by reference to the full text of the form
of the guarantee, which is included in the form of proposed
supplemental indenture attached as Annex A to this Consent
Solicitation/Prospectus Supplement.
The Ensco Guarantee is an unconditional and irrevocable
guarantee of the prompt payment, when due, of any amount owed to
the holders of the Securities under the Indenture, and any other
amounts due pursuant to the Indenture. The Ensco Guarantee will
be an unsecured unsubordinated obligation of Ensco and will rank
pari passu with Enscos other general unsecured
obligations. Holders of any secured debt that Ensco may incur in
the future may foreclose on the assets securing such debt,
reducing the cash flow from the foreclosed property available
for payment of unsecured debt, including the Ensco Guarantee.
Holders of any secured debt of Ensco also would have priority
over unsecured creditors in the event of its bankruptcy,
liquidation or similar proceeding. Ensco currently does not have
any secured debt outstanding.
S-10
Promptly upon receipt of the required consents, Ensco and Pride
will enter into a supplemental indenture that will set forth the
amendments to the Indenture. Ensco will execute and deliver the
Ensco Guarantee concurrently with the execution of the
supplemental indenture. The proposed amendments will become
effective after the Merger upon execution and delivery of the
supplemental indenture and Enscos execution and delivery
of the Ensco Guarantee.
If the required consents are obtained, all holders of the
Securities will be bound by the amended Indenture and all
holders of the Securities will receive the Ensco Guarantee
pursuant to the terms of the supplemental indenture, even if
they have not consented to the proposed amendments. If the
required consents are not obtained, the Ensco Guarantee will not
be provided to the holders of the Securities.
Ensco will execute the Ensco Guarantee in favor of the holders
of each series of Securities. It will not be necessary for new
certificates to be issued evidencing the Securities to reflect
the benefit of the Ensco Guarantee, and no separate certificates
will be issued to evidence the Ensco Guarantee.
Ensco is not assuming Prides obligations under the
Indenture. The Ensco Guarantee will not make Ensco or any of its
subsidiaries (other than Pride or any successor obligor) subject
to the covenants contained in the Indenture and will not
otherwise contain any restrictions on Enscos operations
(other than those that will become effective with respect to
Ensco and its Subsidiaries upon effectiveness of the proposed
amendments).
CONSENT
PROCEDURES
Expiration
Time; Extension; Waiver; Amendment; Termination
The consent solicitation will expire at 5:00 p.m., New York
City time, on Friday, May 27, 2011, unless Ensco extends
the consent solicitation. Ensco expressly reserves the right to
extend the consent solicitation from time to time or for such
period or periods as it may determine in its discretion by
giving oral (to be confirmed in writing) or written notice of
such extension to the Solicitation Agent and by making a public
announcement by press release at or prior to 9:00 a.m., New
York City time, on the next business day following the
previously scheduled expiration time. During any extension of
the consent solicitation, all consents validly executed and
delivered to the Solicitation Agent will remain effective unless
validly revoked prior to such extended expiration time.
Ensco expressly reserves the right, in its sole discretion, at
any time to amend any of the terms of the consent solicitation.
If the terms of the consent solicitation are amended prior to
the Expiration Time in a manner that constitutes a material
change, Ensco will promptly give oral (to be confirmed in
writing) or written notice of such amendment to the Solicitation
Agent and disseminate a Consent Solicitation/Prospectus
Supplement in a manner reasonably designed to give holders of
the Securities notice of the change on a timely basis. Ensco
expressly reserves the right, in its discretion, to waive any
condition of the consent solicitation.
Ensco expressly reserves the right, in its discretion, to
terminate the consent solicitation for any reason. Any such
termination will be followed promptly by public announcement
thereof. In the event Ensco terminates the consent solicitation,
it will give prompt notice thereof to the Solicitation Agent and
the consents previously executed and delivered pursuant to the
consent solicitation will be of no further force and effect.
Procedures
for Delivering Consents
In order to consent to the proposed amendments, a holder of the
Securities must deliver a Bondholder Ballot to the address
stated on the ballot before the Expiration Time.
Giving a consent by submitting a Bondholder Ballot will not
affect a holders right to sell or transfer its Securities.
All consents received from the holder of record on the Record
Date, and not revoked by that holder before the Revocation Time,
will be effective notwithstanding any transfer of those
Securities after the Record Date.
S-11
All Bondholder Ballots that are properly completed, executed and
delivered to the address on the ballot, and not revoked before
the Expiration Time, will be given effect in accordance with the
terms of those Bondholder Ballots.
In connection with the consent solicitation, Ensco will pay
brokerage houses and other custodians, nominees and fiduciaries
the reasonable
out-of-pocket
expenses incurred by them in forwarding copies of this Consent
Solicitation/Prospectus Supplement, the Bondholder Ballot and
related documents to the beneficial owners of the Securities and
in handling or forwarding deliveries of consents by their
customers.
All questions as to the validity, form and eligibility
(including time of receipt) of Bondholder Ballot and the consent
procedures will be determined by Ensco, in its sole discretion,
which determination will be final and binding. Ensco also
reserves the right to waive any defects or irregularities as to
deliveries of consents.
Revocation
of Consents
A consent may be revoked at any time prior to the Revocation
Time. Any holder who has delivered a consent, or who succeeds to
ownership of Securities in respect of which a consent has
previously been delivered, may validly revoke such consent prior
to the Revocation Time by delivering a written notice of
revocation in accordance with the following procedures. All
properly completed and executed Bondholder Ballots that are
received by the Information and Tabulation Agent will be counted
as consents with respect to the proposed amendments, unless the
Trustee and the Information and Tabulation Agent receives a
written notice of revocation prior to the Revocation Time.
In order to be valid, a notice of revocation of consent must
contain the name of the person who delivered the consent, the
name of the holder and the description and CUSIP Number of the
Securities to which it relates, the certificate numbers of such
Securities (if held in certificated form) and the aggregate
principal amount represented by such Securities. The revocation
of consent must be signed by the holder thereof in the same
manner as the original signature on the Bondholder Ballot or be
accompanied by evidence satisfactory to Ensco, the Trustee and
the Information and Tabulation Agent that the person revoking
the consent has the legal authority to revoke such consent on
behalf of the holder. If the Bondholder Ballot was executed by a
person other than the registered holder of the Securities, the
notice of revocation of consent must be accompanied by a valid
proxy signed by such registered holder and authorizing the
revocation of the registered holders consent. To be
effective, a revocation of consent must be received prior to the
Revocation Time by the Information and Tabulation Agent, at the
address set forth below. A purported notice of revocation that
lacks any of the required information or is sent to an improper
address will not validly revoke a consent previously given.
Holders who hold their Securities through a bank, broker or
other financial institution may only revoke consents in the
manner prescribed by such bank, broker or other financial
institution. Therefore, please follow the instructions provided
by the applicable bank, broker or other financial institution if
revoking consents.
Information
and Tabulation Agent
Ensco has retained Bondholders Communications Group, LLC to act
as the Information and Tabulation Agent for the consent
solicitation. Ensco has agreed to pay the Information and
Tabulation Agent customary fees and reimburse it for its
reasonable
out-of-pocket
expenses. Ensco has agreed to indemnify the Information and
Tabulation Agent against certain liabilities, including certain
liabilities under the federal securities laws. Questions
regarding the consent solicitation may be directed to the
Information and Tabulation Agent at the following address and
telephone numbers:
Bondholder
Communications Group
Attention: Erin Ingersol
30 Broad Street
46th
Floor
New York, NY 10004
Phone:
(212) 809-2663
Toll Free:
(888) 385-2663
(BOND)
Fax:
(212) 437-9827
Email:eingersol@bondcom.com
Website: www.bondcom.com/ensco
S-12
MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the material
U.S. federal income tax consequences of the implementation
of the proposed amendments to the Indenture and the provision of
the Ensco Guarantee (collectively, the
Transactions). This summary is based upon the
provisions of the Internal Revenue Code of 1986, as amended (the
Code), Treasury Regulations promulgated
thereunder (the Treasury Regulations), and currently
effective administrative rulings and judicial decisions. Any of
these authorities may be changed, perhaps with retroactive
effect, so as to result in U.S. federal income tax
consequences different from those described below. No ruling
from the Internal Revenue Service (the IRS)
has been (or will be) sought with respect to the statements made
herein, and there can be no assurance that the IRS will not take
a position contrary to such statements or that a court will not
sustain any such contrary position taken by the IRS. This
summary assumes that the Securities are held as capital assets.
In addition, this summary is not a complete analysis of all the
potential tax considerations relating to the Transactions,
including those considerations applicable to holders based on
their particular circumstances, and does not address the tax
consequences applicable to holders that are subject to special
tax rules, including holders subject to the alternative minimum
tax; banks, insurance companies, or other financial
institutions; controlled foreign corporations or their
shareholders; passive foreign investment companies or their
shareholders; tax-exempt organizations; retirement plans;
individual retirement accounts; tax-deferred accounts; dealers
in securities or commodities; expatriates; traders in securities
that elect to use a
mark-to-market
method of accounting for their securities holdings;
U.S. Holders (as defined below) whose functional currency
is not the U.S. dollar; persons that hold Securities as
part of a hedge, straddle, conversion transaction or other
integrated transaction; regulated investment companies; real
estate investment trusts; persons deemed to sell Securities
under the constructive sale provisions of the Code; or
partnerships or other pass-through entities. This summary does
not address any foreign, state or local tax consequences of the
Transactions. If a partnership (or entity treated as a
partnership for U.S. federal income tax purposes) is the
beneficial owner of Securities, the tax treatment of a partner
in such partnership will generally depend upon the status of the
partner and the activities of the partnership. A partner of a
partnership holding Securities is urged to consult its own tax
advisor regarding the tax consequences of the Transactions.
For purposes of this summary, a holder of a Security is a
U.S. Holder if such holder is the beneficial
owner of a Security and is: (1) an individual who is a
citizen or resident of the United States, including an alien
individual who is a lawful permanent resident of the United
States or meets the substantial presence test under
section 7701(b) of the Code; (2) a corporation (or
entity treated as a corporation for U.S. federal income tax
purposes) created or organized, or treated as created or
organized, in or under the laws of the United States, any state
thereof or the District of Columbia; (3) an estate, the
income of which is subject to U.S. federal income tax
regardless of its source; or (4) a trust (a) if a
U.S. court can exercise primary supervision over the
trusts administration and one or more United States
persons are authorized to control all substantial decisions of
the trust or (b) that has a valid election in effect under
applicable Treasury Regulations to be treated as a
U.S. person. The term
Non-U.S. Holder
means a beneficial owner of a Security that is neither a
U.S. Holder nor a partnership for U.S. federal income
tax purposes.
THIS SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX
CONSEQUENCES OF THE TRANSACTIONS IS INCLUDED HEREIN FOR GENERAL
INFORMATION ONLY AND DOES NOT CONSTITUTE, AND IS NOT A
SUBSTITUTE FOR, PROFESSIONAL TAX ADVICE. HOLDERS OF SECURITIES
ARE URGED TO CONTACT THEIR OWN TAX ADVISORS REGARDING THE
U.S. FEDERAL, STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES
OF THE TRANSACTIONS TO THE APPLICABLE HOLDER.
U.S.
Holders
The modification of the terms of a debt instrument generally is
treated as a deemed exchange of an old
debt instrument for a new debt instrument if such
modification is significant as specially determined
for U.S. federal income tax purposes. For these purposes, a
modification of the terms of a debt instrument is generally
significant if, based on all the facts and
circumstances (and, subject to certain exceptions, taking into
account all modifications collectively), the legal rights or
obligations that are altered and the degree to
S-13
which they are altered are economically significant. Ensco
believes that the adoption of the proposed amendments to the
Indenture should not constitute such an economically significant
change in the terms of the Securities. Upon adoption of the
proposed amendments, Ensco will guarantee Prides payment
obligations with respect to the Securities. The Treasury
Regulations provide that the addition of a guarantor on a debt
instrument is a significant modification if the addition of the
guarantor results in a change in payment expectations (as
specifically defined pursuant to such Treasury Regulations) with
respect to the instrument. Ensco believes that the Ensco
Guarantee should not result in a change in payment expectations
with respect to the Securities. Accordingly, U.S. Holders
of Securities generally should not recognize gain or loss on the
Securities as a result of the Transactions and should continue
to have the same tax basis and holding period with respect to
the Securities as they had before the Transactions. Holders are
urged to consult their own tax advisors to determine whether the
Transactions result in a significant modification for purposes
of the applicable holders Securities.
If, notwithstanding the foregoing, the Transactions result in a
significant modification of some or all of the Securities for
U.S. federal income tax purposes, a U.S. Holder of
such Securities generally would be treated as having exchanged
its old Securities for new Securities
for U.S. federal income tax purposes, and generally would
recognize gain or loss at the time of such deemed exchange,
unless such deemed exchange constitutes a recapitalization. A
deemed exchange generally would constitute a recapitalization
and would not be taxable to U.S. Holders of the Securities
if the instruments, as originally issued and as amended,
constitute securities for U.S. federal income
tax purposes. There is no precise definition of what constitutes
a security under U.S. federal income tax law,
and the determination requires an overall evaluation of the
nature of the debt instrument, with the term of the debt
instrument regarded as one of the more important factors.
Although the matter is not free from doubt, given the terms of
the Securities, these instruments generally should constitute
securities for U.S. federal income tax
purposes, and a deemed exchange generally should constitute a
recapitalization for such purposes. In such event, a
U.S. Holder of a Security generally would not recognize any
income, gain or loss as a result of the Transactions. Assuming a
deemed exchange constitutes a recapitalization, a
U.S. Holder generally would receive a tax basis in the
new Security equal to its tax basis in the
old Security immediately prior to the
deemed exchange, and the U.S. Holders
holding period for the new Security generally would
include the period during which the U.S. Holder held the
old Security.
Additionally, if there is a deemed exchange, regardless of
whether such exchange qualifies as a recapitalization, the
new Securities generally would be treated as issued
with original issue discount (OID) in an
amount equal to the excess, if any (subject to a statutorily
defined de minimis exception), of the stated redemption price at
maturity of the new Securities over their issue
price. A U.S. Holder that is deemed to hold new
Securities with OID generally would be required to include the
OID in gross income under a constant yield method in advance of
the receipt of cash attributable to that income, regardless of
the holders method of tax accounting. OID accruals may be
reduced by a portion of the acquisition premium, if any, that a
U.S. Holder has in the new Securities. A
U.S. Holder has acquisition premium in the
new Securities if the holders adjusted tax
basis in the new Securities is greater than the
issue price of the new Securities, but less than or
equal to their stated redemption price at maturity. If a
U.S. Holders adjusted tax basis in the
new Securities exceeds its stated redemption price
at maturity, the U.S. Holder will be considered to have
acquired the new Securities with
amortizable bond premium and such U.S. Holder
will not be required to include any OID in income. A
U.S. Holder generally may elect to amortize any amortizable
bond premium over the remaining term of the new
Securities on a constant yield method as an offset to interest
otherwise includible in income under the U.S. Holders
regular accounting method. If the U.S. Holder does not
elect to amortize any amortizable bond premium, that amortizable
bond premium will decrease the gain or increase the loss a
U.S. Holder otherwise would recognize on disposition of the
new Securities.
Non-U.S.
Holders
Even if the Transactions result in a deemed exchange of
old Securities for new Securities that
is taxable to U.S. Holders, a
Non-U.S. Holder
generally would not be subject to U.S. federal income tax
with
S-14
respect to income or gain recognized in the Transactions, unless
(1) such income or gain is effectively connected with the
Non-U.S. Holders
conduct of a trade or business within the United States (and, in
the case of an applicable income tax treaty, is attributable to
a U.S. permanent establishment maintained by the
Non-U.S. Holder),
or (2) in the case of a
Non-U.S. Holder
that is a non-resident alien individual, such
Non-U.S. Holder
is present in the United States for at least 183 days in
the year of the deemed exchange, and certain other conditions
are met. A corporate
Non-U.S. Holders
income or gain that is effectively connected with the conduct of
a trade or business within the United States may be subject to
an additional branch profits tax at a 30% rate (or a
lower rate if specified by an applicable income tax treaty).
MATERIAL
U.K. TAX CONSEQUENCES
The following discussion is intended to be a general summary as
to the material U.K. tax consequences of the Transactions based
on current U.K. tax law and H.M. Revenue & Customs
(HMRC) practice applying as of the date of this
prospectus supplement, both of which are subject to change at
any time, possibly with retrospective effect or to different
interpretations. The following discussion relates only to the
position of persons who are absolute beneficial owners of the
notes and do not deal with the position of certain classes of
holders such as dealers, employees or directors of Ensco plc or
its affiliates, persons who are connected with Ensco plc,
insurance companies, charities, collective investment schemes,
pension schemes or persons who hold the Securities other than as
an investment. The following discussion is not a complete
discussion of all the potential tax consequences of the
Transactions that may be relevant to you. We cannot assure you
that HMRC will not challenge one or more of the tax consequences
described in this prospectus supplement. We have not obtained,
nor do we intend to obtain, a ruling from the HMRC with respect
to the U.K. tax consequences of the Transactions. It is
recommended that all holders of Securities obtain their own
taxation advice.
For purposes of this summary, a holder of a Security is a
U.K. Holder if such holder is the beneficial owner
of a Security and is: (1) an individual who is resident or
ordinary resident in the U.K.; (2) an individual who is not
resident or ordinarily resident in the U.K. but who carries on a
trade in the U.K. through a branch or agency in the UK to which
the Securities are attributable; (3) a company which is
resident in the U.K.; or (4) a company which is not
resident in the U.K. but which carries on a trade in the U.K.
through a permanent establishment in the U.K. to which the
Securities are attributable. We do not consider the treatment of
other persons or entities which are resident in the U.K. or
carry on a trade in the U.K. and which may be within the charge
to income tax or corporation tax in the U.K. For the purposes of
this summary, a holder of a Security is a Non-U.K.
Holder if such person or entity is neither resident nor
ordinarily resident in the U.K. and does not carry on a trade in
the U.K.
U.K.
Holders and non-U.K. Holders
The adoption of the proposed amendments to the Indenture should
not have U.K. consequences for U.K. Holders or non-U.K. Holders
of the Securities.
Guarantee
Payments
If Ensco plc in its capacity as Guarantor under the amended
Indenture makes any payments in respect of interest on any of
the Securities (or other amounts due under the Securities other
than repayments of amounts subscribed for the Securities) such
payments may be subject deduction of UK withholding tax at
source at the basic rate (currently 20 per cent.), subject
to such relief as may be available under the provisions of any
applicable double taxation treaty or any other exemption which
may apply.
This discussion is for general purposes only. You should
consult your own tax advisor as to the particular U.K. tax
consequences to you of the Transactions, including the effect
and applicability of local or foreign tax laws or tax treaties
and the possible effects of changes in the tax law.
S-15
LEGAL
MATTERS
The validity of the Ensco Guarantee will be passed upon for
Ensco by Baker & McKenzie LLP, Dallas, Texas.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements of Ensco plc and
subsidiaries as of December 31, 2010 and 2009, and for each
of the years in the three-year period ended December 31,
2010, and managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2010 have been incorporated herein in reliance
upon the reports of KPMG LLP, independent registered public
accounting firm, and upon the authority of said firm as experts
in accounting and auditing.
With respect to the unaudited interim financial information of
Ensco plc for the periods ended March 31, 2011 and 2010,
incorporated by reference herein, the independent registered
public accounting firm has reported that they applied limited
procedures in accordance with professional standards for a
review of such information. However, their separate report
included in Enscos quarterly report on
Form 10-Q
for the quarter ended March 31, 2011, and incorporated by
reference herein, states that they did not audit and they do not
express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature
of the review procedures applied. The independent registered
public accounting firm is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 (the
1933 Act) for their report on the unaudited
interim financial information of Ensco plc because that report
is not a report or a part of the
registration statement prepared or certified by the independent
registered public accounting firm within the meaning of
Sections 7 and 11 of the 1933 Act.
The consolidated financial statements of Pride International,
Inc. as of December 31, 2010 and 2009, and for each of the
years in the three-year period ended December 31, 2010, and
managements assessment of the effectiveness of internal
control over financial reporting as of December 31, 2010
have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
Ensco and Pride file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may
read and copy any reports, statements or other information on
file at the SECs public reference room at
100 F Street, N.E., Washington, D.C., 20549.
Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. The SEC
filings are also available to the public from commercial
document retrieval services and are available at the Internet
website maintained by the SEC at
http://www.sec.gov.
These reports and other information filed by Ensco with the SEC
are also available free of charge at Enscos website at
www.enscoplc.com. These reports and other information filed by
Pride with the SEC are also available free of charge at
Prides website at www.prideinternational.com.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
THIS CONSENT SOLICITATION/PROSPECTUS SUPPLEMENT INCORPORATES
DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED IN OR DELIVERED
WITH THIS CONSENT SOLICITATION/PROSPECTUS SUPPLEMENT. YOU SHOULD
RELY ONLY ON THE INFORMATION CONTAINED IN THIS CONSENT
SOLICITATION/PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS THAT WE
HAVE INCORPORATED BY REFERENCE INTO THIS CONSENT
SOLICITATION/PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM OR
IN ADDITION TO THE INFORMATION CONTAINED IN THESE DOCUMENTS AND
INCORPORATED BY REFERENCE INTO THIS CONSENT
SOLICITATION/PROSPECTUS SUPPLEMENT.
S-16
We incorporate information into this Consent
Solicitation/Prospectus Supplement and the accompanying Base
Prospectus by reference, which means that we disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by
reference is deemed to be part of this Consent
Solicitation/Prospectus Supplement and the accompanying Base
Prospectus, except to the extent superseded by information
contained herein or by information contained in documents filed
with the SEC after the date of this Consent
Solicitation/Prospectus Supplement. This Consent
Solicitation/Prospectus Supplement and the accompanying Base
Prospectus incorporates by reference the documents set forth
below that have been previously filed with the SEC. These
documents contain important information about Ensco and the
financial condition of Ensco.
Ensco
SEC Filings (SEC File
No. 001-08097)
|
|
|
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Enscos Annual Report on
Form 10-K
for the year ended December 31, 2010;
|
|
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Enscos Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2011;
|
|
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Enscos Definitive Proxy Statement on Schedule 14A
filed on April 5, 2011; and
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Enscos Current Reports on
Form 8-K
filed February 7, 2011, March 4, 2011, March 8,
2011, March 16, 2011, March 23, 2011, March 24,
2011, May 2, 2011 and May 6, 2011.
|
We also incorporate by reference into this Consent
Solicitation/Prospectus Supplement and the accompanying Base
Prospectus additional documents that Ensco may file with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 from the date of this Consent
Solicitation/Prospectus Supplement to the end of the offering of
the Securities. These documents may include Annual Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K,
as well as proxy statements. We are not incorporating by
reference any information furnished under items 2.02 or
7.01 (or corresponding information furnished under
item 9.01 or included as an exhibit) in any past or future
Current Report on
Form 8-K
that we may file with the SEC, unless otherwise specified in
such Current Report.
You may obtain copies of any of these filings through Ensco as
described below, through the SEC or through the SECs
Internet website as described above or through Enscos
website as described above. Documents incorporated by reference
are available without charge, excluding all exhibits unless an
exhibit has been specifically incorporated by reference into
this Consent Solicitation/Prospectus Supplement and the
accompanying Base Prospectus, by requesting them in writing or
by telephone at:
Investor
Relations
Ensco plc
500 N. Akard Street, Suite 4300
Dallas, Texas 75201
(214) 397-3015
THE INFORMATION CONTAINED IN ENSCOS WEBSITE IS NOT
INCORPORATED BY REFERENCE AND DOES NOT CONSTITUTE A PART OF
THIS CONSENT SOLICITATION/PROSPECTUS SUPPLEMENT.
S-17
ANNEX A
FORM OF
PROPOSED FOURTH SUPPLEMENTAL INDENTURE
The Proposed Amendments will become effective upon the execution
and delivery of the Fourth Supplemental Indenture amending the
terms of the Indenture as currently in effect. A copy of the
current text of the Indenture may be obtained from the
Information Agent at the addresses and telephone numbers set
forth in this Consent Solicitation Statement/Prospectus
Supplement. The proposed text of the Fourth Supplemental
Indenture is set forth below. The text of the Supplemental
Indenture as executed and delivered may include minor changes
from the proposed text, as deemed appropriate by the parties
thereto.
ENSCO PLC
PRIDE INTERNATIONAL, INC.
and
THE BANK OF NEW YORK MELLON,
as Trustee
Fourth Supplemental Indenture
Dated as
of ,
2011
to the Indenture
Dated as of July 1, 2004
TABLE OF
CONTENTS
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ARTICLE 1 AMENDMENT OF THE INDENTURE
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A-1
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SECTION 1.01 Amendment to Section 1.01 of the Indenture
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A-1
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SECTION 1.02 Amendment to Section 4.03 of the Indenture
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A-3
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SECTION 1.03 Amendment to Section 4.08 of the Indenture
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A-4
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SECTION 1.04 Amendment to Section 4.09 of the Indenture
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A-4
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SECTION 1.05 Amendment to Section 5.01 of the Indenture
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A-5
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ARTICLE 2 GUARANTEE
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A-5
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ARTICLE 3 ENSCO AS A PARTY
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A-5
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ARTICLE 4 AMENDMENTS TO SECURITIES
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A-6
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ARTICLE 5 MISCELLANEOUS PROVISIONS
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A-6
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SECTION 5.01 Relation to the Indenture
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A-6
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SECTION 5.02 Meaning of Terms
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A-6
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SECTION 5.03 Counterparts of Supplemental Indenture
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A-6
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SECTION 5.04 USA Patriot Act
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A-6
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SECTION 5.05 Governing Law
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A-6
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SECTION 5.06 Severability
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A-6
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SECTION 5.07 The Trustee
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A-6
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Exhibit A Form of Guarantee
This Table of Contents does not constitute part of the Indenture
or have any bearing upon the interpretation of any of its terms
and provisions.
A-i
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as
of ,
2011 (the Fourth Supplemental Indenture), is between
Ensco plc, an English public limited company (Ensco
or the Guarantor), Pride International, Inc., a
Delaware corporation (the Company), and The Bank of
New York Mellon, a New York banking corporation (as successor to
JPMorgan Chase Bank, N.A.), as trustee (the Trustee)
under the Indenture (as defined below).
WITNESSETH:
WHEREAS, the Company and the Trustee have duly executed and
delivered an Indenture, dated as of July 1, 2004 (as
supplemented on June 2, 2009 and on August 6, 2010,
the Indenture), providing for the authentication,
issuance, delivery and administration of unsecured debentures,
notes or other evidences of indebtedness to be issued in one or
more series by the Issuer (the Securities);
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as
of February 6, 2011 (as amended, the Merger
Agreement), among Ensco, the Company, ENSCO International
Incorporated, a Delaware corporation and an indirect wholly
owned subsidiary of Ensco, and ENSCO Ventures LLC, a Delaware
limited liability company and an indirect wholly owned
subsidiary of Ensco (Merger Sub), subject to
satisfaction of the conditions stated therein, Merger Sub merged
with and into the Company
on ,
with the Company surviving as a wholly owned subsidiary of Ensco
(the Merger);
WHEREAS, the Board of Directors of Ensco has determined it to be
in the best interest of Ensco to guarantee all of the
Companys payment obligations under the Securities and the
Indenture;
WHEREAS, the Company and Ensco desire to execute and deliver
this Fourth Supplemental Indenture in order to amend certain
terms of the Indenture (collectively, the Proposed
Amendments);
WHEREAS, Section 9.02 of the Indenture expressly permits
the Company and the Trustee to enter into one or more
supplemental indentures with the consent of the Holders of at
least a majority in aggregate principle amount of the then
outstanding Securities of all series affected thereby (the
Required Consent);
WHEREAS, the Company has obtained the Required Consent;
WHEREAS, for the purposes hereinabove recited, and pursuant to
due corporate action, each of Ensco and the Company has duly
determined to execute and deliver to the Trustee this Fourth
Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to make this
Fourth Supplemental Indenture a valid, legal and binding
instrument in accordance with its terms have been done and
performed, and the execution and delivery hereof have been in
all respects duly authorized;
NOW, THEREFORE, in consideration of the premises, Ensco,
the Company and the Trustee mutually covenant and agree as
follows:
ARTICLE 1
AMENDMENT OF
THE INDENTURE
Section 1.01 Amendment
to Section 1.01 of the
Indenture. Section 1.01
(Definitions) of the Indenture is hereby supplemented or
superseded, in the case of definitional paragraphs that may be
inconsistent, by inserting therein the following definitional
paragraphs:
Board of Directors means the Board of
Directors or comparable governing body of the Company or Ensco,
as the case may be, or any committee thereof duly authorized,
with respect to any particular matter, to act by or on behalf of
the Board of Directors or comparable governing body of the
Company or Ensco, as the case may be.
A-1
Board Resolution means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the
Company or Ensco, as the case may be, to have been duly adopted
by the Board of Directors and to be in full force and effect on
the date of such certification, and delivered to the Trustee.
Consolidated Net Tangible Assets means the
total amount of assets (less applicable reserves and other
properly deductible items) after deducting (1) all current
liabilities (excluding the amount of those which are by their
terms extendable or renewable at the option of the obligor to a
date more than 12 months after the date as of which the
amount is being determined and current maturities of long-term
debt) and (2) all goodwill, tradenames, trademarks,
patents, unamortized debt discount and expense and other like
intangible assets, all as set forth on the most recent quarterly
balance sheet of Ensco and its consolidated subsidiaries and
determined in accordance with GAAP.
Ensco means Ensco plc, an English public
limited company.
Ensco Guarantee shall have the meaning given
to such term in Section 5.01 of this Indenture.
Joint Venture means any partnership,
corporation or other entity, in which up to and including 50% of
the partnership interests, outstanding voting stock or other
equity interests is owned, directly or indirectly, by Ensco
and/or one
or more Subsidiaries. A Joint Venture shall not be a Subsidiary.
Lien means any mortgage, pledge, lien,
charge, security interest or similar encumbrance. For purposes
of the Indenture, Ensco or any Subsidiary of Ensco shall be
deemed to own subject to a Lien any asset which it has acquired
or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, Capitalized Lease Obligation or
other title retention agreement relating to such asset.
New Parent shall have the meaning given to
such term in Section 5.01 of this Indenture.
Pari Passu Indebtedness means any
Indebtedness of the Company or Ensco, whether outstanding on the
Issue Date of the Notes or thereafter created, incurred,
guaranteed or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides
that such Indebtedness shall be subordinated in right of payment
to the Notes.
Permitted Lien means (i) Liens existing
on the date of the Fourth Supplemental Indenture;
(ii) Liens on property or assets of, or any shares of stock
of, or other equity interests in, or indebtedness of, any Person
existing at the time such Person becomes a Subsidiary of Ensco
or at the time such Person is merged into or consolidated with
Ensco or any of its Subsidiaries or at the time of a sale, lease
or other disposition of the properties of a Person (or a
division thereof) as an entirety or substantially as an entirety
to Ensco or a Subsidiary; (iii) Liens in favor of Ensco or
any of its Subsidiaries; (iv) Liens in favor of
governmental bodies to secure progress or advance payments;
(v) Liens securing industrial revenue, pollution control or
other revenue bonds; (vi) Liens on assets existing at the
time of acquisition thereof, securing all or any portion of the
cost of acquiring, constructing, improving, developing,
expanding or repairing such assets or securing Indebtedness
incurred prior to, at the time of, or within 24 months
after, the later of the acquisition, the completion of
construction, improvement, development, expansion or repair or
the commencement of commercial operation of such assets, for the
purpose of (a) financing all or any part of the purchase
price of such assets or (b) financing all or any part of
the cost of construction, improvement, development, expansion or
repair of any such assets; (vii) statutory liens or
landlords, carriers, warehousemans,
mechanics, suppliers, materialmens,
repairmens or other like Liens arising in the ordinary
course of business and with respect to amounts not yet
delinquent or being contested in good faith by appropriate
proceedings; (viii) Liens in connection with legal
proceedings or securing tax assessments; (ix) Liens on the
stock, partnership or other equity interest of Ensco or any
Subsidiary in any Joint Venture or any Subsidiary that owns an
equity interest in such Joint Venture to secure Indebtedness,
provided the amount of such Indebtedness is contributed
and/or
advanced solely to such Joint Venture; and (x) any
extensions, substitutions, replacements or renewals in whole or
in part of a Lien enumerated in clauses (i) through
(ix) above.
A-2
Principal Property means any drilling rig or
drillship, or integral portion thereof, owned or leased by Ensco
or any Subsidiary and used for drilling offshore oil and gas
wells, which, in the opinion of the board of directors of Ensco,
is of material importance to the business of Ensco and its
Subsidiaries taken as a whole, but no such drilling rig or
drillship, or portion thereof, shall be deemed of material
importance if its net book value (after deducting accumulated
depreciation) is less than 2% of Consolidated Net Tangible
Assets.
Sale/Leaseback Transaction means any
arrangement with any Person pursuant to which Ensco or any
Subsidiary leases any Principal Property that has been or is to
be sold or transferred by Ensco or the Subsidiary to such
Person, other than (1) temporary leases for a term,
including renewals at the option of the lessee, of not more than
five years; (2) leases between Ensco and a Subsidiary or
between Subsidiaries; and (3) leases of Principal Property
executed by the time of, or within 12 months after the
latest of, the acquisition, the completion of construction,
alteration, improvement or repair, or the commencement of
commercial operation of the Principal Property.
Subsidiary means a Person at least a majority
of the outstanding voting stock of which is owned, directly or
indirectly, by Ensco or by one or more other Subsidiaries, or by
Ensco and one or more other Subsidiaries. For the purposes of
this definition, voting stock means stock that
ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock
has such voting power by reason of any contingency. A Joint
Venture shall not be a Subsidiary.
Successor shall have the meaning given to
such term in Section 5.01 of this Indenture.
Section 1.02 Amendment
to Section 4.03 of the
Indenture. Section 4.03 (SEC Reports;
Financial Statements) of the Indenture is hereby amended and
replaced in its entirety by the following text:
Section 4.03 SEC
Reports; Financial Statements.
(a) If Ensco is subject to Section 13 or 15(d) of the
Exchange Act, Ensco shall file with the Trustee, within
15 days after it files the same with the SEC, copies of the
annual reports and the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) that Ensco is required
to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. If this Indenture is qualified under the TIA, but
not otherwise, Ensco shall also comply with the provisions of
TIA Section 314(a).
(b) If Ensco is not subject to the requirements of
Section 13 or 15(d) of the Exchange Act, Ensco shall
furnish to all Holders of Rule 144A Securities and
prospective purchasers of Rule 144A Securities designated
by the Holders of Rule 144A Securities, promptly upon their
request, the information required to be delivered pursuant to
Rule 144A(d)(4) promulgated under the Securities Act of
1933, as amended.
(c) Ensco intends to file the reports, information and
documents referred to in Section 4.03(a) hereof with the
SEC in electronic form pursuant to
Regulation S-T
promulgated by the SEC using the SECs Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system.
Ensco shall notify the Trustee in the manner prescribed herein
of each such filing. The Trustee is hereby authorized and
directed to access the EDGAR system for purposes of retrieving
the reports so filed. Compliance with the foregoing shall
constitute delivery by Ensco of such reports to the Trustee in
compliance with the provisions of TIA Section 314(a). The
Trustee shall have no duty to search for or obtain any
electronic or other filings that Ensco makes with the SEC,
regardless of whether such filings are periodic, supplemental or
otherwise. Delivery of the reports, information and documents to
the Trustee pursuant to this Section 4.03 shall be solely
for the purposes of compliance with this Section 4.03 and
with TIA Section 314(a). The Trustees receipt of such
reports, information and documents shall not constitute notice
to it of the content thereof or of any matter determinable from
the content thereof, including Enscos compliance with any
of its covenants hereunder, as to which the Trustee is entitled
to rely upon Officers Certificates.
A-3
Section 1.03 Amendment
to Section 4.08 of the
Indenture. Section 4.08 (Limitation
on Liens) of the Indenture is hereby amended and replaced in
its entirety by the following text:
Section 4.08 Limitation
on Liens
Ensco shall not, and shall not permit any of its Subsidiaries
to, issue, assume or guarantee any Indebtedness for borrowed
money secured by any Lien upon any Principal Property or any
shares of stock or Indebtedness of any Subsidiary that owns or
leases a Principal Property (whether such Principal Property,
shares of stock or Indebtedness are now owned or hereafter
acquired) without making effective provision whereby the Notes
(together with, if Ensco shall so determine, any other
Indebtedness or other obligation of Ensco or any Subsidiary)
shall be secured equally and ratably with (or, at the option of
Ensco, prior to) the Indebtedness so secured for so long as such
Indebtedness is so secured. The foregoing restrictions will not,
however, apply to Indebtedness secured by Permitted Liens.
Notwithstanding the foregoing, Ensco and its Subsidiaries may,
without securing the Notes, issue, assume or guarantee
Indebtedness that would otherwise be subject to the foregoing
restrictions in an aggregate principal amount that, together
with all other such Indebtedness of Ensco and its Subsidiaries
that would otherwise be subject to the foregoing restrictions
(not including Indebtedness permitted to be secured under the
definition of Permitted Liens) and the aggregate amount of
Attributable Indebtedness deemed outstanding with respect to
Sale/Leaseback Transactions (other than Sale/Leaseback
Transactions in connection with which Ensco has voluntarily
retired any of the Securities, any Pari Passu Indebtedness or
any Funded Indebtedness pursuant to Section 4.09(c)) does
not at any one time exceed 15% of Consolidated Net Tangible
Assets.
Section 1.04 Amendment
to Section 4.09 of the
Indenture. Section 4.09 (Limitation
on Sale/Leaseback Transactions) of the Indenture is hereby
amended and replaced in its entirety by the following text:
Section 4.09 Limitation
on Sale/Leaseback Transactions
Ensco shall not, and shall not permit any Subsidiary to, enter
into any Sale/Leaseback Transaction with any Person (other than
Ensco or a Subsidiary) unless:
(a) Ensco or such Subsidiary would be entitled to incur
Indebtedness in a principal amount equal to the Attributable
Indebtedness with respect to such Sale/Leaseback Transaction
secured by a Lien on the property subject to such Sale/Leaseback
Transaction pursuant to Section 4.08 without equally and
ratably securing the Notes, pursuant to Section 4.08;
(b) after the date of the Fourth Supplemental Indenture and
within a period commencing nine months prior to the consummation
of such Sale/Leaseback Transaction and ending nine months after
such consummation, Ensco or any Subsidiaries shall have expended
for property used or to be used in the ordinary course of
business of Ensco and its Subsidiaries an amount equal to all or
a portion of the net proceeds of such Sale/Leaseback Transaction
and Ensco shall have elected to designate such amount as a
credit against such Sale/Leaseback Transaction (with any such
amount not being so designated to be applied as set forth in
clause (c) below or as otherwise permitted); or
(c) Ensco, during the nine-month period after the effective
date of such Sale/Leaseback Transaction, shall have applied to
the voluntary defeasance or retirement of any Securities, any
Pari Passu Indebtedness or any Funded Indebtedness an amount
equal to the greater of the net proceeds of the sale or transfer
of the property leased in such Sale/Leaseback Transaction and
the fair value, as determined by the Board of Directors of Ensco
and evidenced by a Board Resolution, of such property at the
time of entering into such Sale/Leaseback Transaction (in either
case adjusted to reflect the remaining term of the lease and any
amount expended by the Company as set forth in clause (b)
above).
A-4
Section 1.05 Amendment
to Section 5.01 of the
Indenture. Section 5.01 (Limitations
on Mergers and Consolidations) of the Indenture is hereby
amended and replaced in its entirety by the following text:
Section 5.01. Limitations
on Mergers and Consolidations
(a) Notwithstanding anything to the contrary set forth in
this Indenture, from and after the receipt by the Trustee of an
unconditional and irrevocable guarantee of the prompt payment,
when due, of any amount owed to the holders of the Securities
under this Indenture and any other amounts due pursuant to this
Indenture by Ensco or any of its successors (the Ensco
Guarantee), nothing in this Indenture or in any of the
Securities or any supplemental indenture shall be deemed to
prohibit or in any way limit any transaction (or conversion of
legal status to a limited liability company) involving the
Company, including without limitation any consolidation, merger,
sale or conveyance of property or assets. At any time, Ensco or
any of its successors, may succeed to and be substituted for the
Company by supplemental indenture, with the same effect as if it
had been named herein as the Company, and the Company shall
thereupon be released from all obligations under the Indenture
and under the Securities.
(b) Nothing contained in this Indenture shall prevent any
consolidation or merger of Ensco with or into any other Person
or Persons (whether or not affiliated with Ensco), or successive
consolidations or mergers in which Ensco or its successor shall
be a party or parties, or shall prevent any conveyance or
transfer of all or substantially all of the assets of Ensco to
any other Person (whether or not affiliated with Ensco) lawfully
entitled to acquire the same; provided that (i) such Person
(the Successor) or the Person who beneficially owns
all or substantially all of the voting shares of each class of
capital stock issued and outstanding at such time of Ensco or
such Successor (the New Parent) shall be organized
and validly existing under the laws of the United States of
America, any political subdivision thereof or any State thereof
or the District of Columbia, the Bahamas, Barbados, Bermuda, the
British Virgin Islands, the Cayman Islands, any of the Channel
Islands, Ireland, France, the Kingdom of the Netherlands or any
other member of the European Union, Switzerland or the
Netherlands Antilles, (ii) the Successor or the New Parent
shall agree in writing to submit to jurisdiction to the
competent courts of the State of New York or the federal
district court sitting in The City of New York and appoints an
agent in the State of New York for the service of process, each
under terms satisfactory to the Trustee; (iii) the
Successor or the New Parent expressly assumes or guarantees by
supplemental indenture, in form reasonably satisfactory to the
Trustee, executed and delivered to the Trustee by the Successor
or the New Parent, as the case may be, the due and punctual
performance and observance of all of the covenants and
conditions of the Ensco Guarantee to be performed by Ensco and
any obligations of Ensco under this Indenture; (iv) the
Board of Directors of Ensco or the comparable governing body of
the Successor or the New Parent, as applicable, determines in
good faith that such transaction or series of transactions will
not adversely affect the interest of the Holders of Securities
in any material respect, which determination shall be evidenced
by a Board Resolution (or its equivalent if such Person is not a
corporation) to such effect; and (v) the Successor or the
New Parent delivers to the Trustee an Officers Certificate
and an Opinion of Counsel, each stating that the transaction and
such supplemental indenture comply with this Indenture.
ARTICLE 2
GUARANTEE
Section 2.01 Parent
Guarantee. Ensco hereby makes the guarantee
contained in the form attached to Appendix A hereto with
respect to the obligations and liabilities of the Company under
the Securities and the Indenture. For the avoidance of doubt,
Appendix A is incorporated into this Supplemental Indenture
in its entirety and forms a part hereof.
ARTICLE 3
ENSCO AS A
PARTY
Section 3.01 Ensco
as a Party. Ensco hereby becomes a party to the
Indenture solely with respect to its obligations under
(i) Sections 4.03, 4.08, 4.09 and 5.01 of the
Indenture and (ii) Section 2 of the Fourth
Supplemental Indenture.
A-5
ARTICLE 4
AMENDMENTS
TO SECURITIES
Section 4.01 Amendments
to Securities. The Securities are hereby deemed
to be amended, mutatis mutandis, to correspond to the amendments
to the Indenture set forth in this Fourth Supplemental Indenture.
ARTICLE 5
MISCELLANEOUS
PROVISIONS
Section 5.01 Relation
to the Indenture. The provisions of this Fourth
Supplemental Indenture shall become effective immediately upon
the execution and delivery hereof. This Fourth Supplemental
Indenture and all the terms and provisions herein contained
shall form a part of the Indenture as fully and with the same
effect as if all such terms and provisions had been set forth in
the Indenture; provided, however, such terms and
provisions shall be so included in this Fourth Supplemental
Indenture solely for the benefit of the Guarantor, the Company,
the Trustee and the Holders of the Notes. The Indenture and all
supplements thereto are hereby ratified and confirmed and shall
remain and continue in full force and effect in accordance with
the terms and provisions thereof, as supplemented by this Fourth
Supplemental Indenture, and this Fourth Supplemental Indenture
shall be deemed a part of the Original Indenture in the manner
and to the extent herein and therein provided.
Section 5.02 Meaning
of Terms. Any term used in this Fourth
Supplemental Indenture which is defined in the Indenture shall
have the meaning specified in the Indenture, unless the context
shall otherwise require.
Section 5.03 Counterparts
of Supplemental Indenture. This Fourth
Supplemental Indenture may be executed in several counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one instrument.
Section 5.04 USA
Patriot Act. The Company acknowledges that, in
accordance with Section 326 of the USA Patriot Act
(Title III of Pub. L.
107-56
(signed into law October 26, 2001)) (as amended, modified
or supplemented from time to time, the USA Patriot
Act), the Trustee, like all financial institutions, is
required to obtain, verify, and record information that
identifies each person or legal entity that opens an account.
The Company agrees that it will provide the Trustee with such
information as the Trustee may request in order for the Trustee
to satisfy the requirements of the USA Patriot Act.
Section 5.05 Governing
Law. This Fourth Supplemental Indenture shall be
governed by and construed in accordance with the internal laws
of the State of New York, except to the extent the laws of the
State of New York require the application of the laws of another
jurisdiction.
Section 5.06 Severability. In
case any provision in this Fourth Supplemental Indenture or in
the Securities, as amended hereby, shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall, to the fullest extent permitted by
applicable law, not in any way be affected or impaired thereby.
Section 5.07 The
Trustee. The recitals and statements contained
in this Fourth Supplemental Indenture shall be taken as the
recitals and statements of the Company, and the Trustee assumes
no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of
this Fourth Supplemental Indenture, except that the Trustee is
duly authorized by all necessary corporate actions to execute
and deliver this Fourth Supplemental Indenture.
[SIGNATURES
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A-6
IN WITNESS WHEREOF, each of Ensco plc and Pride International,
Inc. has caused this Fourth Supplemental Indenture to be
executed in its corporate name by a duly authorized officer, and
The Bank of New York Mellon has caused this Fourth Supplemental
Indenture to be executed by a duly authorized officer, all as of
the date first above written.
ENSCO PLC
PRIDE INTERNATIONAL, INC.
THE BANK OF NEW YORK MELLON,
as Trustee
A-7
Exhibit A
FORM OF
PARENT GUARANTEE
GUARANTEE, dated as
of ,
2011, by Ensco plc, an English public limited company (the
Guarantor), in respect of Pride
International, Inc, a Delaware corporation (together with its
permitted assigns, Pride).
1. Guarantee. With respect to the
8.500% Senior Notes due 2019; 6.875% Senior Notes due
2020; and 7.875% Senior Notes due 2040 (collectively called
the Notes), all issued by Pride pursuant to
an indenture dated July 1, 2004 (the
Indenture), by and among Pride and The Bank
of New York Mellon, as successor to JPMorgan Chase Bank, N.A.,
as trustee (Trustee), the Guarantor
unconditionally and irrevocably guarantees the prompt payment,
when due, of any amount owed to the holders of the Notes under
the Indenture and any other amounts due pursuant to the
Indenture (the Obligations).
2. Nature of Guarantee. The
Guarantors obligations hereunder shall not be affected by
any circumstance relating to the Obligations that might
otherwise constitute a legal or equitable discharge of or
defense to the Guarantor. The Guarantor agrees that Trustee or
the holders of the Notes may resort to the Guarantor for payment
of any of the Obligations whether or not Trustee or the holders
of the Notes shall have first proceeded against Pride or any
other obligor principally or secondarily obligated with respect
to the Obligations. Trustee or the holders of the Notes shall
not be obligated to file any claim relating to the Obligations
in the event that Pride becomes subject to a bankruptcy,
reorganization or similar proceeding, and the failure of Trustee
or the holders of the Notes to so file shall not affect the
Guarantors obligations hereunder. In the event that any
payment to Trustee or the holders of the Notes in respect of the
Obligations is rescinded or must otherwise be returned for any
reason whatsoever, the Guarantor shall remain liable hereunder
with respect to such Obligations as if such payment had not been
made.
3. Changes in Obligations, and Agreements Relating
thereto; Waiver of Certain Notices. The
Guarantor agrees that Trustee or the holders of the Notes may at
any time and from time to time, either before or after the
maturity thereof, without notice to or further consent of the
Guarantor, extend the time of payment of, or renew all or any
part of the Obligations, and may also make any agreement with
Pride for the extension, renewal, payment, compromise, discharge
or release thereof, in whole or in part, or for any modification
of the terms thereof or of any agreement between Trustee or the
holders of the Notes and Pride, without in any way impairing or
affecting this Guarantee. The Guarantor waives notice of the
acceptance of this Guarantee and of the Obligations,
presentment, demand for payment, notice of dishonor and protest.
4. Expenses. The Guarantor agrees
to pay on demand all reasonable fees and
out-of-pocket
expenses (including the reasonable fees and expenses of one firm
of counsel representing Trustee or the holders of the Notes) in
any way relating to the enforcement or protection of the rights
of Trustee or the holders of the Notes hereunder, provided that
the Guarantor shall not be liable for any expenses of Trustee or
the holders of the Notes if no payment under this Guarantee is
due.
5. Subrogation. Upon payment of
the Obligations to Trustee or the holders of the Notes in full,
the Guarantor shall be subrogated to the rights of Trustee or
the holders of the Notes against Pride with respect to the
Obligations, and Trustee or the holders of the Notes agrees to
take at the Guarantors expense such steps as the Guarantor
may reasonably request to implement such subrogation.
6. No Waiver; Cumulative
Rights. No failure on the part of Trustee or
the holders of the Notes to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise by
Trustee or the holders of the Notes of any right, remedy or
power hereunder preclude any other or further exercise of any
right, remedy or power. Each and every right, remedy and power
hereby granted to Trustee and the holders of the Notes or
allowed it or them by law or in equity or other agreement shall
be cumulative and not exclusive of any other, and may be
exercised by Trustee or the holders of the Notes at any time or
from time to time.
A-8
7. Assignment. Nothing contained
in this Guarantee shall prevent any consolidation or merger of
Guarantor with or into any other Person (whether or not
affiliated with the Guarantor), or successive consolidations or
mergers in which Guarantor or its successor shall be a party or
parties, or shall prevent any conveyance or transfer of the
properties and assets of Guarantor as an entirety or
substantially as an entirety to any other Person (whether or not
affiliated with Guarantor) lawfully entitled to acquire the
same; provided, however, that upon any such consolidation,
merger, conveyance or transfer, the due and punctual performance
and observance of all of the covenants and conditions of the
Guarantee to be performed by Guarantor, shall be expressly
assumed, in form reasonably satisfactory to the Trustee,
executed and delivered to the Trustee by the Person (if other
than the Guarantor) formed by such consolidation, or into which
Guarantor shall have been merged, or by the Person which shall
have acquired such properties and assets.
8. Notices. Any notice or
communication to the Guarantor is duly given if in writing and
delivered in person or mailed by first-class mail (registered or
certified, return receipt requested), telex, facsimile or
overnight air courier guaranteeing next day delivery, to the
following address:
Ensco plc
Chief Financial Officer
6 Chesterfield Gardens
London, England W1J 5BQ
Tel: +44 (0) 20 7659 4660
The Guarantor by notice to the Trustee may designate additional
or different addresses for subsequent notices or communications.
9. Continuing Guarantee. This
Guarantee shall remain in full force and effect and shall be
binding on the Guarantor, its successors and assigns until all
of the Obligations have been satisfied in full.
10. Representations and
Warranties. The Guarantor represents and
warrants that: (i) this Guarantee has been duly executed
and delivered by the Guarantor and constitutes a valid and
legally binding obligation of the Guarantor enforceable in
accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors rights generally and
subject to general principles of equity, (ii) no consent or
approval of any Person, entity or governmental or regulatory
authority, or of any securities exchange or self-regulatory
organization, was or is necessary in connection with this
Guarantee and (iii) the execution and delivery of this
Guarantee by the Guarantor and the performance by the Guarantor
of its obligations hereunder do not violate or conflict with any
law applicable to it, any provision of its constitutive
documents, any order or judgment of any court or other agency of
government applicable to it or any of its assets or any
contractual provision binding on or affecting it or any of its
assets, in any manner that could reasonably be expected to
impair its ability to perform its obligations hereunder.
11. Governing Law. This Guarantee
shall be governed by and construed in accordance with the laws
of the State of New York without regard to principles of
conflicts of laws.
IN WITNESS WHEREOF, this Guarantee has been duly executed and
delivered by the Guarantor as of the date first above written.
ENSCO PLC
A-9
PROSPECTUS
Ensco plc
Debt Securities
Class A Ordinary Shares
Preference Shares
Ordinary Shares
Depositary Shares
Warrants
Share Purchase Contracts
Guarantees and
Units
From time to time we, Ensco plc, may offer to sell debt
securities, Class A Ordinary Shares, preference shares,
either separately or represented by depositary shares, ordinary
shares, warrants, share purchase contracts and guarantees, as
well as units that include any of these securities or securities
of other entities. The debt securities, preference shares,
warrants and share purchase contracts may be convertible into or
exercisable or exchangeable for Class A Ordinary Shares,
ordinary shares or preference shares or other securities of our
company or debt or equity securities of one or more other
entities.
We may offer and sell these securities to or through one or more
underwriters, dealers and agents, or directly to purchasers, on
a continuous or delayed basis.
This prospectus describes some of the general terms that may
apply to these securities. The specific terms of any securities
to be offered will be described in a supplement to this
prospectus.
American depositary shares representing our Class A
Ordinary Shares trade on the New York Stock Exchange under the
symbol ESV.
Investing in our securities involves risk. You should
carefully review the risks and uncertainties described under the
heading Risk Factors contained herein and in the
applicable prospectus supplement and any related free writing
prospectus and under similar headings in the other documents
incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is May 6, 2011.
TABLE OF
CONTENTS
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ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission (the
SEC) using a shelf registration process.
Under this shelf process, we may sell any combination of the
securities described in this prospectus in one or more offerings.
As used in this prospectus, unless we state otherwise or the
context indicates otherwise, references to Ensco,
the Company, we, us or
our refer to Ensco plc and its subsidiaries.
This prospectus provides a general description of the securities
offered by us. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may
also add to, update or change information contained in this
prospectus and, accordingly, to the extent inconsistent,
information in this prospectus shall be superseded by the
information in the prospectus supplement.
The prospectus supplement to be attached to the front of this
prospectus may describe, as applicable: the terms of the
securities offered, the initial public offering price, the price
paid for the securities, net proceeds and the other specific
terms related to the offering of these securities.
You should only rely on the information contained or
incorporated by reference in this prospectus and any prospectus
supplement. We have not authorized any other person to provide
different information. If anyone provides you different or
inconsistent information, you should not rely on it. We are not
making offers to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should not assume that
the information in this prospectus or any prospectus supplement
is accurate as of any date other than the date on the cover of
the applicable document. Our business, financial condition,
results of operations and prospects may have changed since that
date.
WHERE YOU
CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any
reports, statements or other information on file at the
SECs public reference room at 100 F Street,
N.E., Washington, D.C., 20549. Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. The SEC
filings are also available to the public from commercial
document retrieval services and are available at the Internet
website maintained by the SEC at
http://www.sec.gov.
These reports and other information filed by us with the SEC are
also available free of charge at our website at www.enscoplc.com.
We incorporate information into this prospectus by reference,
which means that we disclose important information to you by
referring you to another document filed separately with the SEC.
The information incorporated by reference is deemed to be part
of this prospectus, except to the extent superseded by
information contained herein or by information contained in
documents filed with the SEC after the date of this prospectus.
This prospectus incorporates by reference the documents set
forth below that have been previously filed with the SEC. These
documents contain important information about us and our
financial condition.
Ensco
SEC Filings (SEC File
No. 001-08097)
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Enscos Annual Report on
Form 10-K
for the year ended December 31, 2010;
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Enscos Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2011;
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Enscos Definitive Proxy Statement on Schedule 14A
filed on April 5, 2011; and
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Enscos Current Reports on
Form 8-K
filed December 23, 2009, February 7, 2011,
March 4, 2011, March 8, 2011, March 16, 2011,
March 23, 2011, March 24, 2011, May 2, 2011 and
May 6, 2011.
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We also incorporate by reference into this prospectus additional
documents that Ensco may file with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 from the date of this
1
prospectus to the end of the offering of the securities. These
documents may include Annual Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K,
as well as proxy statements. We are not incorporating by
reference any information furnished under items 2.02 or
7.01 (or corresponding information furnished under
item 9.01 or included as an exhibit) in any past or future
Current Report on
Form 8-K
that we may file with the SEC, unless otherwise specified in
such Current Report.
You may obtain copies of any of these filings as described
below, through the SEC or through the SECs Internet
website as described above or through our website as described
above. Documents incorporated by reference are available without
charge, excluding all exhibits unless an exhibit has been
specifically incorporated by reference into this prospectus, by
requesting them in writing or by telephone at:
Investor
Relations
Ensco plc
500 N. Akard Street, Suite 4300
Dallas, Texas 75201
(214) 397-3015
THE INFORMATION CONTAINED IN OUR WEBSITE IS NOT INCORPORATED BY
REFERENCE AND DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS.
FORWARD
LOOKING INFORMATION
The information contained in this Prospectus is accurate only as
of the date hereof.
This Prospectus and documents incorporated herein by reference
contain some forward looking statements that set forth
anticipated results based on managements plans and
assumptions. From time to time, we also provide forward looking
statements in other materials we release to the public, as well
as oral forward looking statements. Such statements give our
current expectations or forecasts of future events; they do not
relate strictly to historical or current facts. We have tried,
wherever possible, to identify such statements by using words
such as anticipate, estimate,
expect, project, intend,
plan, believe, will,
target, forecast and similar expressions
in connection with any discussion of future operating or
financial performance or business plans or prospects. In
particular, these include statements relating to future actions,
business plans and prospects, future performance or results of
current and anticipated products, expenses, interest rates,
foreign exchange rates, the outcome of contingencies, such as
legal proceedings, and financial results.
We cannot guarantee that any forward looking statement will be
realized. Achievement of future results is subject to risks,
uncertainties and potentially inaccurate assumptions. Should
known or unknown risks or uncertainties materialize, or should
underlying assumptions prove inaccurate, actual results could
differ materially from past results and those anticipated,
estimated or projected. You should bear this in mind as you
consider forward looking statements.
You should take care not to place undue reliance on forward
looking statements, which represent our views only as of the
date they are made. We undertake no obligation to publicly
update forward looking statements, whether as a result of new
information, future events or otherwise. You are advised,
however, to consult any further disclosures we make on related
subjects in our Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K
filed with the SEC. Also note that we provide cautionary
discussion of risks, uncertainties and possibly inaccurate
assumptions relevant to our businesses and the proposed merger
with Pride International, Inc. in our Annual Report on
Form 10-K
for the year ended December 31, 2010, and our most recently
filed Quarterly Reports on
Form 10-Q,
and any amendments thereto, and our Registration Statement on
Form S-4,
which was declared effective by the SEC on April 25, 2011.
These are factors that, individually or in the aggregate, may
cause our actual results to differ materially from expected and
historical results. We note these factors for investors as
permitted by the Private Securities Litigation Reform Act of
1995. You should understand that it is not possible to predict
or identify all such factors. Consequently, you should not
consider those factors to be a complete discussion of all
potential risks or uncertainties.
2
RISK
FACTORS
Investing in our securities involves significant risks. Before
making an investment decision, you should carefully consider the
risks and other information we include or incorporate by
reference in this prospectus. In particular, you should consider
the risk factors set forth in our most recent Annual Report on
Form 10-K
filed with the SEC, as those risk factors are amended or
supplemented by subsequent Quarterly Reports on
Form 10-Q.
The risks and uncertainties we have described are not the only
ones facing us. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect
our business operations. Additional risk factors may be included
in a prospectus supplement relating to a particular series or
offering of securities.
THE
COMPANY
Ensco plc is an English public limited company formed in 2009 in
connection with our redomestication from Delaware to England.
Our predecessor, ENSCO International Incorporated, was formed as
a Texas corporation in 1975 and reincorporated in Delaware in
1987. In connection with our redomestication to England, each
issued and outstanding share of common stock of ENSCO
International Incorporated was converted into the right to
receive one American depositary share (ADS), each
representing one Class A ordinary share, nominal value
$0.10 per share, of Ensco plc.
We are a global offshore contract drilling company. As of
March 31, 2011, our offshore rig fleet included 40 jackup
rigs, five ultra-deepwater semisubmersible rigs and one barge
rig. Additionally, we have three ultra-deepwater semisubmersible
rigs under construction and recently announced that we have
ordered the construction of two new ultra-premium, harsh
environment jackup rigs. We are one of the leading providers of
offshore contract drilling services to the international oil and
gas industry. Our customers include major integrated oil and
natural gas companies, state-owned national oil companies and
independent oil and natural gas companies. Our operations are
concentrated in the geographic regions of Asia Pacific (which
includes Asia, the Middle East and Australia), Europe and
Africa, and North and South America.
Our ADSs are listed on the NYSE and trade under the symbol
ESV.
On February 6, 2011, Ensco plc entered into an Agreement
and Plan of Merger with Pride International, Inc., a Delaware
corporation (Pride), ENSCO International
Incorporated, a Delaware corporation and a wholly-owned
subsidiary and predecessor of Ensco, and ENSCO Ventures LLC, a
Delaware limited liability company and an indirect, wholly-owned
subsidiary of Ensco (Merger Sub). Pursuant to the
merger agreement and subject to the conditions set forth
therein, Merger Sub will merge with and into Pride, with Pride
as the surviving entity and an indirect, wholly-owned subsidiary
of Ensco (the Merger).
Our registered office and principal executive offices are
located at 6 Chesterfield Gardens, London, England W1J 5BQ and
its telephone number is +44 (0) 20 7659 4660.
USE OF
PROCEEDS
We intend to use the net proceeds from the sales of the
securities for general corporate purposes unless otherwise set
forth in the applicable prospectus supplement.
RATIO OF
EARNINGS TO FIXED CHARGES
For the purpose of computing the ratio of earnings to fixed
charges, earnings consist of income from continuing
operations before income taxes, fixed charges and amortization
of capitalized interest, less income from continuing operations
before income taxes attributable to noncontrolling interests and
interest capitalized. Fixed charges consist of
interest expensed and capitalized and estimates of interest
within rental expense. The ratios were calculated by dividing
the sum of the fixed charges into the sum of the earnings. The
following ratios do not reflect the Merger. Our consolidated
ratio of earnings to fixed charges for each of the
3
fiscal years ended December 31, 2006 through 2010 and the
three months ended March 31, 2011 are set forth below:
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Three Months
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Ended
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Year Ended December 31,
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March 31, 2011
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2010
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2009
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2008
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2007
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2006
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Ratio of earnings to fixed charges
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4.4
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24.4
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36.7
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48.8
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30.3
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23.6
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The pro forma ratios of earnings to fixed charges for the year
ended December 31, 2010 and the three months ended
March 31, 2011 reflecting the Merger are set forth below:
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Three Months
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Year Ended
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Ended
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December 31,
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March 31, 2011
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2010
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Ratio of earnings to fixed charges
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1.8
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3.6
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DESCRIPTION
OF DEBT SECURITIES
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. The debt securities we may offer pursuant to this
prospectus will be general unsecured obligations of Ensco plc
and will be senior, senior subordinated or subordinated debt.
Our unsecured senior debt securities will be issued under an
indenture to be entered into by us and Deutsche Bank
Trust Company Americas or another trustee to be named in a
prospectus supplement. The unsecured senior subordinated debt
securities will be issued under a separate indenture to be
entered into by us and Deutsche Bank Trust Company Americas
or another trustee to be named in a prospectus supplement. The
unsecured subordinated debt securities will be issued under a
separate indenture to be entered into by us and Deutsche Bank
Trust Company Americas or another trustee to be named in a
prospectus supplement.
A form of senior debt indenture is filed as an exhibit to the
registration statement of which this prospectus is a part and is
incorporated by reference into this prospectus. Forms of the
senior subordinated debt indenture and the subordinated debt
indenture are filed as exhibits to the registration statement of
which this prospectus is a part and are incorporated by
reference into this prospectus. You should refer to the
applicable indenture for more specific information.
The senior debt securities will rank equally with each other and
with all of our other unsecured and unsubordinated indebtedness.
Our senior debt securities will effectively be subordinated to
our secured indebtedness, including amounts we have borrowed
under any secured revolving or term credit facility and ship
mortgages or bonds, and the liabilities of our subsidiaries. The
senior subordinated debt securities will be subordinate and
junior in right of payment, as more fully described in an
indenture and in any applicable supplement to the indenture, to
the senior indebtedness designated in such indenture or
supplemental indenture. The subordinated debt securities will be
subordinate and junior in right of payment, as more fully
described in an indenture and in any applicable supplement to
the indenture, to all of our senior and senior subordinated
indebtedness.
We will include the specific terms of each series of the debt
securities being offered in a supplement to this prospectus.
DESCRIPTION
OF CLASS A ORDINARY SHARES
For a full description of our Class A Ordinary Shares, par
value $0.10 per share (the Class A Ordinary
Shares) and the American Depositary Shares (the
ADSs) representing the Class A Ordinary Shares,
please see the documents identified in the section Where
You Can Find More Information; Incorporation by Reference
in this prospectus.
4
DESCRIPTION
OF PREFERENCE SHARES
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. Also, in this section, references to
holders mean those who own preference shares
registered in their own names, on the books that the registrar
or we maintain for this purpose, and not those who own
beneficial interests in preference shares registered in street
name or in shares issued in book-entry form through one or more
depositaries.
The description set forth below is only a summary and is not
complete. For more information regarding the preference shares
which may be offered by this prospectus, please refer to the
applicable prospectus supplement, our articles of association,
which is incorporated by reference as an exhibit to the
registration statement of which this prospectus forms a part,
and any certificate of designations establishing a series of
preference shares, which will be filed with the SEC as an
exhibit to or incorporated by reference in the registration
statement at or prior to the time of the issuance of that series
of preference shares.
Our articles of association authorize us to issue shares,
including preference shares in one or more series, with the
number of shares of each series and the rights, preferences and
limitations of each series to be determined by our board of
directors. Our board has been authorized to allot and issue up
to a nominal amount of US$30,000,000 unclassified shares, which
may include preference shares, which would generally be afforded
preferences regarding dividends and liquidation rights over
Class A Ordinary Shares. Such authority to issue preference
shares will continue until December 14, 2014 and thereafter
it must be renewed, but we may seek renewal more frequently for
additional terms not to exceed five years from the date of any
such further authorization.
We will include the specific terms of each series of the
preference shares being offered in a supplement to this
prospectus.
DESCRIPTION
OF ORDINARY SHARES
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. Also, in this section, references to
holders mean those who own ordinary shares of Ensco
registered in their own names, on the books that the registrar
or we maintain for this purpose, and not those who own
beneficial interests in ordinary shares registered in street
name or in shares issued in book-entry form through one or more
depositaries.
The description set forth below is only a summary and is not
complete. For more information regarding the ordinary shares
which may be offered by this prospectus, please refer to the
applicable prospectus supplement, our articles of association,
which is incorporated by reference as an exhibit to the
registration statement of which this prospectus forms a part,
and any certificate of designations or other instrument
establishing a series of ordinary shares, which will be filed
with the SEC as an exhibit to or incorporated by reference in
the registration statement at or prior to the time of the
issuance of that series of ordinary shares.
Our articles of association authorize us to allot and issue
shares in one or more series, and to grant rights to subscribe
for or to convert or exchange any security into or for shares of
the company or its successors, in one or more series, which we
may determine to issue as or with the same rights, preferences
and limitations as ordinary shares or otherwise, as determined
by our board of directors. Our board has been authorized to
issue up to a nominal amount of US$30,000,000 unclassified
shares, which may include ordinary or other shares which may
rank pari passu or junior to Class A Ordinary Shares in
terms of dividends or liquidation rights. We will include the
specific terms of each series of the ordinary shares being
offered in a supplement to this prospectus.
DESCRIPTION
OF DEPOSITARY SHARES
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. We may, at our option, elect to offer fractional
shares of preference shares, rather than full preference. If we
exercise this option, we will issue receipts for depositary
shares, each of
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which will represent a fraction of a share of a particular
series of preference shares, to be described in an applicable
prospectus supplement.
The preference shares represented by depositary shares will be
deposited under a deposit agreement between us and a bank or
trust company selected by us and having its principal office in
the United States and having a combined capital and surplus of
at least $50,000,000. Subject to the terms of the deposit
agreement, each owner of a depositary share will be entitled, in
proportion to the applicable preference share or fraction
thereof represented by the depositary share, to all of the
rights and preferences of the preference share represented
thereby, including any dividend, voting, redemption, conversion
and liquidation rights. The depositary shares will be evidenced
by depositary receipts issued pursuant to the deposit agreement.
The particular terms of the depositary shares offered by any
prospectus supplement will be described in the prospectus
supplement, which will also include a discussion of certain
United States federal income tax consequences.
A copy of the form of deposit agreement, including the form of
depositary receipt, will be included as an exhibit to the
registration statement of which this prospectus is a part.
DESCRIPTION
OF WARRANTS
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. We may issue warrants to purchase Class A
Ordinary Shares, preference shares and debt securities. Each
warrant will entitle the holder to purchase for cash a number of
Class A Ordinary Shares or preference shares or the
principal amount of debt securities at the exercise price as
will in each case be described in, or can be determined from,
the applicable prospectus supplement relating to the offered
warrants.
Warrants may be issued independently or together with any
securities and may be attached to or separate from the
securities. The warrants will be issued under warrant agreements
to be entered into between us and a bank or trust company, as
warrant agent. You should read the particular terms of the
warrants, which will be described in more detail in the
applicable prospectus supplement. The particular terms of any
warrants offered by any prospectus supplement, and the extent to
which the general provisions summarized below may apply to the
offered securities, will be described in the prospectus
supplement.
The applicable prospectus supplement will describe the terms of
warrants we offer, the warrant agreement relating to the
warrants and the certificates representing the warrants,
including, to the extent applicable:
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the title of the warrants;
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the aggregate number of warrants;
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the price or prices at which the warrants will be issued;
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the currency or currencies, including composite currencies or
currency units, in which the price of the warrants may be
payable;
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the designation, number or aggregate principal amount and terms
of the securities purchasable upon exercise of the warrants, and
the procedures and conditions relating to the exercise of the
warrants;
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the date on which the right to exercise the warrants will
commence, and the date on which the right will expire;
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the designation and terms of any related securities with which
the warrants are issued, and the number of the warrants issued
with each security;
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the currency or currencies, including composite currencies or
currency units, in which any principal, premium, if any, or
interest on the securities purchasable upon exercise of the
warrants will be payable;
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the date, if any, on and after which the warrants and the
related securities will be separately transferable;
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the maximum or minimum number of warrants which may be exercised
at any time;
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any other specific terms of the warrants; and
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if appropriate, a discussion of material United States federal
income or U.K. tax considerations.
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DESCRIPTION
OF SHARE PURCHASE CONTRACTS
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. We may issue share purchase contracts representing
contracts obligating holders to purchase from us, and us to sell
to the holders, a specified or varying number of our
Class A Ordinary Shares, preference shares or depositary
shares at a future date or dates. Alternatively, the share
purchase contracts may obligate us to purchase from holders, and
obligate holders to sell to us, a specified or varying number of
Class A Ordinary Shares, preference shares or depositary
shares. The price per share of our Class A Ordinary Shares,
preference shares or depositary shares and number of shares of
our Class A Ordinary Shares may be fixed at the time the
share purchase contracts are entered into or may be determined
by reference to a specific formula set forth in the share
purchase contracts.
The applicable prospectus supplement will describe the terms of
any share purchase contract. The share purchase contracts will
be issued pursuant to documents to be issued by us. You should
read the particular terms of the documents, which will be
described in more detail in the applicable prospectus supplement.
DESCRIPTION
OF GUARANTEES
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. We may issue guarantees of debt securities and
other securities. The applicable prospectus supplement will
describe the terms of any guarantees. The guarantees will be
issued pursuant to documents to be issued by us. You should read
the particular terms of the documents, which will be described
in more detail in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. We may issue units of securities consisting of one
or more share purchase contracts, warrants, debt securities,
guarantees, Class A Ordinary Shares, preference shares,
depositary shares or any combination thereof. The applicable
prospectus supplement will describe the terms of any units and
the securities comprising the units, including whether and under
what circumstances the securities comprising the units may or
may not be traded separately. The units will be issued pursuant
to documents to be issued by us. You should read the particular
terms of the documents, which will be described in more detail
in the applicable prospectus supplement.
PLAN OF
DISTRIBUTION
We will set forth in the applicable prospectus supplement a
description of the plan of distribution of the securities that
may be offered pursuant to this prospectus.
LEGAL
MATTERS
The validity of the securities will be passed upon for us by
Baker & McKenzie LLP, London, England and may also be
passed upon by Baker & McKenzie LLP, Dallas, Texas.
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INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements of Ensco plc and
subsidiaries as of December 31, 2010 and 2009, and for each
of the years in the three-year period ended December 31,
2010, and managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2010 have been incorporated herein in reliance
upon the reports of KPMG LLP, independent registered public
accounting firm, and upon the authority of said firm as experts
in accounting and auditing.
With respect to the unaudited interim financial information of
Ensco plc for the periods ended March 31, 2011 and 2010,
incorporated by reference herein, the independent registered
public accounting firm has reported that they applied limited
procedures in accordance with professional standards for a
review of such information. However, their separate report
included in Enscos quarterly report on
Form 10-Q
for the quarter ended March 31, 2011, and incorporated by
reference herein, states that they did not audit and they do not
express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature
of the review procedures applied. The independent registered
public accounting firm is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 (the
1933 Act) for their report on the unaudited interim
financial information of Ensco plc because that report is not a
report or a part of the registration
statement prepared or certified by the independent registered
public accounting firm within the meaning of Sections 7 and
11 of the 1933 Act.
The consolidated financial statements of Pride International,
Inc. as of December 31, 2010 and 2009, and for each of the
years in the three-year period ended December 31, 2010, and
managements assessment of the effectiveness of internal
control over financial reporting as of December 31, 2010
have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.
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