UNITED STATES
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
DATE OF REPORT (Date of earliest event reported): December 15, 2016
Ensco plc
(Exact name of registrant as specified in its charter)
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| England and Wales | 1-8097 | 98-0635229 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6 Chesterfield Gardens
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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Fourth Amendment to the Fourth Amended and Restated Credit Agreement, dated as of December 15, 2016, by and among Ensco plc, and Pride International, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent | |
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| Item 1.01 | Entry into a Material Definitive Agreement |
On December 15, 2016, Ensco plc (the “Company”) and Pride International, Inc., a wholly owned subsidiary of the Company, entered into the Fourth Amendment (the “Amendment”) to its Fourth Amended and Restated Credit Agreement, dated as of May 7, 2013 (as amended, the “Revolving Credit Facility”). The Amendment will, among other things, (i) permit the incurrence of indebtedness in connection with the issuance of $849,500,000 aggregate principal amount of 3.00% Exchangeable Senior Notes due 2024 issued by Ensco Jersey Finance Limited, a wholly owned subsidiary of the Company (“Ensco Jersey”), which notes are guaranteed by the Company, without the utilization of certain debt covenant basket capacity under the Revolving Credit Facility and (ii) provide that the obligations under the Revolving Credit Facility will be fully and unconditionally guaranteed by Ensco Jersey. All other terms of the Revolving Credit Facility remain unchanged.
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| Item 2.03 | Creation of a Direct Financial Obligation |
The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit No. | | Description |
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| 10.1 | | Fourth Amendment to the Fourth Amended and Restated Credit Agreement, dated as of December 15, 2016, by and among Ensco plc, and Pride International, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent |
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.
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| | | | Ensco plc |
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| Date: | December 16, 2016 | | /s/ Tommy E. Darby Tommy E. Darby Controller |
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 10.1 | | Fourth Amendment to the Fourth Amended and Restated Credit Agreement, dated as of December 15, 2016, by and among Ensco plc, and Pride International, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent |
