Ensco obtains needed consents to amend three series of Pride's notes

By Jennifer Chiou

New York, May 31 - Ensco plc entered into a supplemental indenture after receiving consents from holders of a majority of Pride International, Inc.'s $500 million of 8½% senior notes due 2019, $900 million of 6 7/8% senior notes due 2020 and $300 million of 7 7/8% senior notes due 2040, according to an 8-K filing with the Securities and Exchange Commission.

The consent solicitation ended at 5 p.m. ET on May 27, and the merger between the companies closed on May 31.

Ensco also issued an unconditional and irrevocable guarantee for the notes after receipt of the necessary consents.

As already reported, the amendments are in connection with Ensco's acquisition of Pride for a merger consideration of roughly $7.5 billion. The amendments change the provisions in the note indenture relating to the consolidation or merger of Pride or the sale of all or substantially all of Pride's assets, the limitation on Pride's incurrence of liens, the limitation on sale and leaseback transactions by Pride and Pride's obligation under the indenture to file certain SEC reports with the trustee.

Ensco already said the proposed amendments allow it to integrate the companies' businesses through internal corporate restructurings "in a more effective manner than could be achieved if the amendments are not made."

Consents were needed from the holders of at least a majority of the notes in order for the amendments to be made.

Ensco did not offer a cash consent fee.

The offer began on May 6.

The information and tabulation agent was Bondholder Communications Group, LLC (contact Erin Ingersol at 212 809-2663, 888 385-2663 or eingersol@bondcom.com).

Pride International is an offshore drilling contractor based in Houston. Based in London, Ensco provides offshore drilling services to the petroleum industry.

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