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Offshore Drilling Firm Ensco Closes Acquisition of Atwood Oceanics
Friday 13 October 2017

13 October 2017 - UK-based offshore drilling services company Ensco plc (NYSE: ESV) has closed the acquisition of Texas, US-based offshore drilling provider Atwood Oceanics, Inc. in an all-stock transaction to strengthen its position as an offshore driller, the company said.

The deal was announced in May.

Under the terms of the merger agreement, Atwood shareholders are entitled to receive 1.60 Ensco class A ordinary shares for each share of Atwood common stock they own.

Ensco and Atwood shareholders will own approximately 69% and 31%, respectively, of the outstanding shares of the combined company.

In connection with the completion of the transaction, Atwood common stock has ceased trading on the New York Stock Exchange.

Under terms of the merger agreement, Atwood shareholders received 1.60 shares of Ensco for each share of Atwood common stock for a total value of USD 10.72 per Atwood share based on Ensco's closing share price of USD 6.70 on 26 May 2017.

This represents a premium of approximately 33% to Atwood's closing price on the same date.

The estimated enterprise value of the combined company is USD 6.9bn, based on the closing price of each company's shares on 26 May 2017. The combined company will have approximately USD 3.7bn in revenue backlog.

The company said the acquisition enhances its high-specification floater and jackup fleets, adding technologically advanced drillships and semisubmersibles, and refreshing its jackup fleet to be positioned for the market recovery.

The acquisition will strengthen Ensco's position as an offshore driller with exposure to deep- and shallow-water markets that span six continents.

Ensco said it will add six ultra-deepwater floaters, including four drillships and five high-specification jackups.

The combined company will have a fleet of 63 rigs, comprised of ultra-deepwater drillships, versatile deep- and mid-water semisubmersibles and shallow-water jackups, along with a diverse customer base of 27 national oil companies, supermajors and independents.

Ensco plc provides offshore drilling services to the petroleum industry. The company has a presence in offshore basins across six continents.

Atwood Oceanics, Inc. is engaged in the drilling and completion of exploration and development wells for the global oil and gas industry. The company currently owns nine mobile offshore drilling units and is constructing two ultra-deepwater drillships.

Morgan Stanley and Co. LLC is lead financial advisor to Ensco. DNB Markets, part of DNB Bank ASA and HSBC Securities Inc. also provided financial advice to Ensco. Ensco's legal advisor is Latham Watkins LLP. The financial advisor for Atwood is Goldman Sachs and Co. LLC and its legal advisor is Gibson, Dunn and Crutcher LLP.
Date Published: 13/10/2017
Target: Atwood Oceanics, Inc
Country: USA
Deal Size: 6.9bn (USD)
Sector: Petroleum/Natural Gas/Coal
Type: Corporate acquisition
Financing: Stock
Status: Closed
Buyer: Ensco plc
Buyer Advisor: Morgan Stanley and Co , DNB Markets , Latham Watkins LLP