Each one in plain English, with the numbers worked through for a shareholder.
29 Apr 2019production update▲ Good
Ensco Rowan's April 29, 2019 fleet report adds new work: DS-9 gets a four-well Total contract offshore Brazil from June 2019, DS-7 a 180-day Burullus contract offshore Egypt that began in April 2019 (the Egypt job previously only 'expected'), and ENSCO 8503 a six-well Kosmos contract in the U.S. Gulf of Mexico from August 2019. ENSCO 100 also gets a nine-well Faroe Petroleum contract from November 2019, ENSCO 72 a three-well Petrofac job, and ENSCO 97 is reported sold. Backlog as of March 31, 2019 (adjusted) is $2,576.6 million in total, and the report now covers the combined fleet including Rowan rigs and nine rigs leased to ARO Drilling.
On April 11, 2019 Ensco completed its acquisition of Rowan Companies by scheme of arrangement, resolving the open Rowan thread. Each Rowan share became 2.750 Ensco shares (about 131.8 million Rowan shares into about 362.4 million Ensco shares), then a 4-for-1 share consolidation to $0.40 par followed; the company is renamed Ensco Rowan plc, keeping ticker ESV, and Rowan's NYSE listing ended. Thomas Burke becomes CEO and President for two years, Carl Trowell moves to Executive Chairman for 18 months, and five directors (including Golden and Wedemeyer) retired while five new ones joined, keeping the board at eleven. Separately, a Sixth Amendment on April 9 to the credit agreement raised commitments by $337.9M to $2.34B to Sept 30, 2019 and lifted the secured debt basket to the lesser of $1.0B or 10% of consolidated tangible net worth.
Ensco's Feb 20, 2019 fleet report adds new work: ENSCO 8503 gets a four-well Apache contract in the U.S. Gulf of Mexico from June 2019, DPS-1 a two-well Woodside job from February 2020, and DS-7 is expected to work offshore Egypt for six months from 2Q19. On jackups, ENSCO 100 gets a five-well Repsol-Sinopec contract from June 2019, ENSCO 121 a three-well ONE contract from April 2019, ENSCO 107 a one-well Jadestone job, and ENSCO 96's Saudi Aramco contract is extended six months to August 2019. Several existing contract end dates also shifted (e.g. ENSCO 5004 now to Dec 2019).
Ensco and Rowan amended their Oct 2018 Transaction Agreement on Jan 28, 2019, raising the offer from 2.215 to 2.750 new Ensco shares per Rowan share. Odey Asset Management also committed to vote its shares in favor (422,500 Ensco shares, 0.1%, and 11,380,635 Rowan shares, 9.0%); that commitment lapses if the ratio drops below 2.750. This changes the terms in the earlier proxy statements (2.215 ratio, about 61%/39% split), so Ensco holders would be diluted more than first proposed; the filing does not restate the new ownership split.
Ensco's Jan 2, 2019 fleet report adds new work: DS-10's Shell Nigeria contract extended one year to March 2020, ENSCO 76's Saudi Aramco contract extended four years to December 2022, and ENSCO 67's Pertamina contract extended 500 days to May 2020. ENSCO 123 and ENSCO 100 also got new Premier North Sea wells (starting 2019-2020), and ENSCO 102 a one-well Renaissance job from April 2019. DS-9's Total French Guiana well and ENSCO 108's three-year Saudi Aramco contract are reported as started (Dec 2018 and Nov 2018), continuing the contract lists from the Oct 2018 report.
Ensco filed the definitive joint proxy statement for the Rowan combination, dated Dec 11, 2018, setting the Ensco shareholder meeting for January 23, 2019. The terms match the preliminary version: 2.215 Ensco shares per Rowan share, about 61%/39% ownership, and a proposed 4-for-1 reverse split. The general allotment authority is now described as about 33.3% of enlarged share capital (the preliminary draft said about 33%). It continues the Rowan deal, which still needs shareholder votes and court sanction.
Ensco filed a preliminary proxy statement for its planned combination with Rowan Companies plc, agreed in a Transaction Agreement dated Oct 7, 2018. Rowan holders would receive 2.215 Ensco shares per Rowan share, leaving Ensco and Rowan holders with about 61% and 39% of the combined company. Ensco would also do a 4-for-1 reverse split (not a condition of the deal) and rename itself Ensco Rowan plc. This is a new major transaction; it needs votes from both sets of shareholders and High Court sanction of the scheme of arrangement.
Ensco's Oct 29, 2018 fleet report lists new work: DS-9 gets a one-well Total contract off French Guiana from January 2019, DS-12 a two-well BP Senegal contract from April 2019, ENSCO 8505 an eight-well Eni contract from January 2019, and ENSCO 8504 a one-well JAPEX contract off Japan from April 2019. ENSCO 141 began a three-year Saudi Aramco contract in August 2018, ENSCO 75's Talos contract was extended to September 2019, and ENSCO 87 got an 11-well ExxonMobil extension. ENSCO 5005 and ENSCO 80 were sold, and ENSCO 100 shows as available after its Premier contract ended in October 2018.
Ensco's July 19, 2018 fleet report adds new work: ENSCO 8503 gets a 100-day Talos contract in the U.S. Gulf of Mexico from November 2018, ENSCO 115 gets a 10-month Mubadala contract offshore Thailand from 1Q19, and ENSCO 87 gets a two-well ExxonMobil contract from September 2018. ENSCO 140 started a three-year Saudi Aramco contract in July 2018 (it had been expected to get Middle East work later in 2018), and ENSCO 6001 was sold for scrap value. DS-12's Kosmos Suriname work was extended by one well, and ENSCO 75's Talos contract was extended by 90 days.
Ensco's April 23, 2018 fleet report shows ENSCO 8504's Repsol Vietnam contract, announced in February, was terminated by the customer after a force majeure event, leaving the rig available in Singapore; this reverses that earlier award. ENSCO 7500, 81 and 82 were sold for scrap value. On DS-8 (Total Angola), Ensco now expects an amendment that will not change the day rate or term, resolving the February uncertainty about possible termination. New work includes ENSCO 8505 contracts with Eni and Marubeni, ENSCO 72 on a seven-well Petrofac contract, and DS-7 starting its Noble Energy contract.
Ensco's Feb 20, 2018 fleet report lists new work, including ENSCO 8504 on a five-well Repsol Vietnam contract from April 2018, ENSCO 104 on a 16-month ADNOC contract started in February 2018, and ENSCO 106 on a five-year BP Indonesia contract started in January 2018. DS-8 (Total, Angola) is still in talks with the customer over terms that could lead to a blend-and-extend, no change, or termination for convenience. For the DS-13 and DS-14 newbuilds, the final payments (about $84 million and $165 million) may be financed by 5% promissory notes maturing December 30, 2022.
10 Jan 2018capital raising announcement● NeutralMajor
Ensco launched an underwritten offering of senior unsecured notes due 2026 (size not stated in the text) and, at the same time, cash tender offers to buy back up to $492.5 million of Pride's 8.50% 2019 notes, Pride's 6.875% 2020 notes and Ensco's 4.70% 2021 notes, with no more than $235 million spent on the 2020 and 2021 notes combined. Ensco says it intends to use the net proceeds of the new notes to fund the buyback, plus general corporate purposes. This is the follow-on to the exchange/tender offers for these same notes listed as pending in the history; the tender offers expire Feb 7, 2018, and there is no assurance they will be completed.
Ensco's Oct 19, 2017 fleet report is the first to include the 11 rigs gained in the Atwood acquisition (six floaters, five jackups), renamed into the Ensco fleet. It lists new work: DS-7 on a six-well Noble Energy contract in the Mediterranean from March 2018, DS-12 on a Kosmos Energy well, and extensions for jackups 109 (Chevron Angola to July 2019), 67 (Pertamina to December 2018), 101 and 72 (ENGIE) and 115 (Mubadala Thailand to August 2018). It also reports DS-10 delivered in September 2017 ahead of its Shell Nigeria contract from March 2018, and ENSCO 52 sold for scrap value.
6 Oct 2017asset acquisition disposition● NeutralMajor
Ensco completed the Atwood acquisition on October 6, 2017, resolving the pending merger: each Atwood share converted into 1.60 Ensco Class A shares, so Atwood is now a wholly owned subsidiary. Atwood's credit facility was repaid and terminated and $449 million of its senior notes redeemed at closing. Ensco also amended its revolving credit agreement (effective Oct 6): $2,002,500,000 of commitments to Sep 30, 2019 and $1,241,750,000 to Sep 30, 2022, with a covenant barring quarterly dividend increases above $0.01 per share, and added two former Atwood directors to the board, taking it from nine to eleven.
Ensco filed Amendment No. 3 to the Atwood merger registration statement on Aug 15, 2017, now filling in the dates: the Ensco shareholder meeting is set for October 5, 2017 in London, with a record date of August 23, 2017. Terms are unchanged (1.60 Ensco shares per Atwood share, about 69%/31% ownership); the Ensco vote on the share issuance is required for closing.
Ensco filed Amendment No. 2 to its Atwood merger registration statement (dated Aug 8, 2017). Terms are unchanged (1.60 Ensco shares per Atwood share, about 69%/31% ownership split), and the meeting and record dates are still blank; it has not been declared effective.
Ensco's 20 July 2017 fleet status report lists new work: DS-4 got a two-year Chevron contract offshore Nigeria from August 2017, DS-10 a one-year Shell contract offshore Nigeria from 1Q18, and DS-7 a one-well Total job offshore Ivory Coast from August 2017. Jackups 120 (three years, ConocoPhillips, North Sea), 110 (three years, North Oil Company, Qatar) and 102 (400 days, Arena, Gulf of Mexico from November 2017) also won work. Against that, a customer gave notice of early termination for ENSCO 71 (effective about late August 2017), ENSCO 86, 90 and 99 were sold, and ENSCO 52 is held for sale; the DS-10 delivery date was moved up to 3Q17 from the earlier 1Q19.
Ensco filed Amendment No. 1 to its Atwood merger registration statement on July 20, 2017. The visible text repeats the June filing's terms (1.60 Ensco shares per Atwood share, about 69%/31% ownership split, same shareholder proposals) with meeting dates still blank. The excerpt does not show what changed beyond a shifted risk-factor page reference, and the filing is still not declared effective.
Ensco filed the registration statement (Form S-4) for the Atwood merger on June 16, 2017, registering up to 135,731,382 new Class A shares for Atwood holders. It is a draft joint proxy statement asking Ensco shareholders to approve the share issuance (needed for closing) plus proposals on share allotment and pre-emptive rights; the meeting date and record date are still blank and the SEC has not yet declared it effective.
Ensco and Atwood publicly announced the merger on May 30, 2017 with a press release and investor presentation. The release says Ensco and Atwood shareholders would own about 69% and 31% of Ensco after closing, that Ensco expects about $65 million of annual pre-tax expense savings for 2019 onward, and that there is no financing condition. The savings and 'accretive' claims are the company's own expectations, not results. This repeats and expands on the merger agreement filed the same day.
Ensco agreed on May 29, 2017 to buy Atwood Oceanics in an all-stock merger: each Atwood share becomes 1.60 Ensco Class A shares, worth $10.72 per Atwood share at Ensco's $6.70 close on May 26, 2017. Closing needs approval from both companies' shareholders and regulators and is expected in the third quarter of 2017; break-up terms include expense reimbursement of up to $10 million, a $50 million fee Ensco may owe Atwood and a $30 million fee Atwood may owe Ensco. For Ensco shareholders this means issuing new shares to Atwood holders and a vote on the share issuance.
Ensco's April 24, 2017 fleet status report lists new work: ENSCO 106 with Sapura Energy in Malaysia (four wells, from March 2017), ENSCO 121 with INEOS in the North Sea (three wells, from July 2017) and ENSCO 68 with Ankor Energy in the Gulf of Mexico (one well, June 2017). ENSCO 92's ConocoPhillips contract was extended by more than four years to December 2022. Against this, ENSCO 104 received an early termination notice effective around May 2017, ENSCO 56 was sold for scrap value, and DS-7 remains available with the TOTAL termination fees still running through November 2017.
Ensco's February 22, 2017 fleet status report states that it no longer expects to release day rates for new contracts. It shows DS-7 still available in Spain with the TOTAL termination fees unchanged, and DS-10's delivery deferred by 24 months to 1Q19 (previously 1Q17). ENSCO 54's Saudi Aramco contract was extended to September 2022 at a low-70s rate, and 8505 and 8503 have new short contracts.
Ensco filed a registration statement (S-4) to swap $332,048,000 of its privately placed 8.00% Senior Notes due 2024 for identical, freely tradable registered notes. The filing says Ensco receives no proceeds and the terms are identical in all material respects, so this is a paperwork step rather than new borrowing. The text provided does not state how these 8.00% notes were originally issued (inference: they likely relate to the debt refinancing activity of December 2016).
On December 15, 2016, Ensco and Pride amended the revolving credit facility so that the new $849.5 million exchangeable notes do not use up certain debt covenant capacity, and Ensco Jersey will guarantee the facility. The filing says all other terms of the revolver are unchanged. This follows the exchangeable notes sale from the prior week.
12 Dec 2016capital raising announcement● NeutralMajor
Ensco sold $849.5 million of 3.00% exchangeable senior notes due 2024 (issued by its subsidiary Ensco Jersey Finance and guaranteed by Ensco) to institutional buyers, closing December 12, 2016, for net proceeds of about $825.0 million. The notes can be exchanged for Class A shares at an initial price of about $14.02 per share (71.3343 shares per $1,000), so they could add shares if exchanged, though Ensco may choose to pay cash or shares. Proceeds are meant to fund the cash portion of previously announced exchange offers for its 4.70% 2021 notes and Pride's 8.50% 2019 and 6.875% 2020 notes, to repurchase or refinance other debt, and for general corporate purposes. This also satisfies the financing condition for those exchange offers.
Ensco's December 6, 2016 fleet status report shows DS-7 now available in Spain after TOTAL's termination took effect in early November 2016, with the same fee terms as October. Saudi Aramco jackup day rates for 2017 on several rigs (54, 76, 96, 97) are again being discussed with the customer, and ENSCO 8504 is now available in Singapore.
Ensco's October 13, 2016 fleet status report says TOTAL gave early termination notice on the ENSCO DS-7 contract, effective around late October 2016. Termination fees are about $585,000 a day for 90 days, then about $439,000 a day through November 2017, reduced by any income from re-contracting the rig. DS-3 is preparing for preservation stacking, and ENSCO 84 gets a Saudi Aramco extension to August 2021 at a low-70s rate.
