UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): 23 March 2011
Ensco plc
(Exact name of registrant as specified in its charter)
| England and Wales (State or other jurisdiction of incorporation) |
1-8097 (Commission File Number) |
98-0635229 (I.R.S. Employer Identification No.) |
6 Chesterfield Gardens
London, England W1J 5BQ
London, England W1J 5BQ
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: +44 (0) 20 7659 4660
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.02 | Termination of a Material Definitive Agreement. |
On 6 February 2011, Ensco plc (“Ensco”) entered into a bridge commitment letter (the “Bridge
Commitment Letter”) with Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank Securities
Inc. and Citigroup Global Markets Inc. (“Citi”). Pursuant to the Bridge Commitment Letter, DBCI
and Citi committed to provide Ensco a $2.75 billion unsecured bridge term loan facility. On 17
March 2011, Ensco completed a sale of $1,000,000,000 aggregate principal amount of 3.250% Senior
Notes due 2016 and $1,500,000,000 aggregate principal amount of 4.700% Senior Notes due 2021. Upon
receipt of the proceeds from the issuance of the senior notes, Ensco determined that it had
adequate cash resources to fund the cash component of the merger consideration payable in
connection with the proposed acquisition of Pride International, Inc., and accordingly the Bridge
Commitment Letter was terminated.
Important Additional Information Regarding The Proposed Acquisition of Pride International, Inc.
Has Been Filed With The SEC
In connection with the proposed acquisition of Pride International, Inc., Ensco has filed a
registration statement including a preliminary joint proxy statement/prospectus of Ensco and Pride
with the SEC. INVESTORS AND SECURITY HOLDERS OF ENSCO AND PRIDE ARE ADVISED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS TO IT) BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO
THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy
statement/prospectus will be sent to security holders of Ensco and Pride seeking their approval of
the proposed transaction. Investors and security holders may obtain a free copy of the definitive
joint proxy statement/prospectus (when available) and other relevant documents filed by Ensco and
Pride with the SEC from the SEC’s website at www.sec.gov. Security holders and other interested
parties may also obtain, without charge, a copy of the definitive joint proxy statement/prospectus
(when available) and other relevant documents by directing a request by mail or telephone to either
Investor Relations, Ensco plc, 500 N. Akard, Suite 4300, Dallas, Texas 75201, telephone
214-397-3015, or Investor Relations, Pride International, Inc., 5847 San Felipe, Suite 3300,
Houston, Texas 77057, telephone 713-789-1400. Copies of the documents filed by Ensco with the SEC
are available free of charge on Ensco’s website at www.enscoplc.com under the tab “Investors.”
Copies of the documents filed by Pride with the SEC are available free of charge on Pride’s website
at www.prideinternational.com under the tab “Investor Relations.” Security holders may also read
and copy any reports, statements and other information filed with the SEC at the SEC public
reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at
(800) 732-0330 or visit the SEC’s website for further information on its public reference room.
Ensco and Pride and their respective directors, executive officers and certain other members of
management may be deemed to be participants in the solicitation of proxies from their respective
security holders with respect to the transaction. Information about these persons is set forth in
Ensco’s proxy statement relating to its 2010 General Meeting of Shareholders and Pride’s proxy
statement relating to its 2010 Annual Meeting of Stockholders, as filed with the SEC on 5 April
2010 and 1 April 2010, respectively, and subsequent statements of changes in beneficial ownership
on file with the SEC. Security holders and investors may obtain additional information regarding
the interests of such persons, which may be different than those of the respective companies’
security holders generally, by reading the registration statement, definitive joint proxy
statement/prospectus (when available) and other relevant documents regarding the transaction filed
with the SEC.
Forward-Looking Statements
Statements included in this document regarding the consummation of the proposed transaction,
benefits, expected synergies and other expense savings and operational and administrative
efficiencies, opportunities, timing, expense and effects of the transaction, contemplated financing
of the transaction, adequacy of cash reserves, financial performance, accretion to earnings,
revenue growth, future dividend levels, credit ratings or other attributes of the combined
companies and other statements that are not historical facts, are forward-looking statements.
Forward-looking statements include words or phrases
such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “plan,” “project,”
“could,” “may,” “might,” “should,” “will” and words and phrases of similar import. These
statements involve risks and uncertainties including, but not limited to, actions by regulatory
authorities, rating agencies or other third parties, actions by the respective companies’ security
holders, costs and difficulties related to integration of acquired businesses, delays, costs and
difficulties related to the transaction, market conditions, and the combined companies’ financial
results and performance, consummation of financing, satisfaction of closing conditions, ability to
repay debt and timing thereof, availability and terms of any financing and other factors detailed
in risk factors and elsewhere in each company’s Annual Report on Form 10-K for the year ended 31
December 2010, and their respective other filings with the Securities and Exchange Commission (the
“SEC”), which are available on the SEC’s website at www.sec.gov. Should one or more of these risks
or uncertainties materialize (or the other consequences of such a development worsen), or should
underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted
or expected. All information in this document is as of today. Except as required by law, both
companies disclaim any intention or obligation to update publicly or revise such statements,
whether as a result of new information, future events or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
| Ensco plc |
||||
| Date: 23 March 2011 | /s/ Cary A. Moomjian, Jr. | |||
| Cary A. Moomjian, Jr. | ||||
| Vice President, General Counsel and Secretary | ||||