Ensco plc announced that it has filed an investor presentation with the U.S. Securities & Exchange Commission (“SEC”) that provides an overview of the rationale for and benefits of its pending acquisition of Atwood Oceanics, Inc. (NYSE: ATW).

Key highlights of the pending transaction:

High-Quality Assets: Unique opportunity to add high-specification, complementary assets in scale that will significantly strengthen and renew Ensco’s fleet

- Floater fleet renewal in scale is required for Ensco to remain competitive over time; Atwood’s four best-in-class1 ultra-deepwater drillships increase Ensco’s exposure to this critical segment of the high-specification rig market.
- Atwood’s ultra-deepwater semisubmersibles significantly enhance Ensco’s fleet and add leading exposure to the Australian market where Ensco has not historically had a meaningful presence.
- Atwood’s five premium jackups will facilitate fleet renewal and enable the rationalization of Ensco’s older assets over time.

The Right Time: Recent marketing success and customer dialogue support timing to add high-specification assets while valuations remain attractive

- Contract awards and indicators of future customer demand have shown positive signs recently, and the company expects established offshore drillers with superior technology, high-specification assets and geographic reach to be best positioned to grow market share.
. On 11 July 2017, Ensco announced that it had been awarded three drillship contracts offshore West Africa, representing an aggregate three years of contracted term and more than six additional years of options.
. Additionally, Atwood recently announced that it had been awarded a drillship contract from Kosmos Energy offshore West Africa.

Compelling Value: Acquisition of high-specification assets at per-rig values materially below market enables Ensco to generate significant shareholder value accretion relative to stand-alone scenarios

- The company estimates the purchase price for Atwood’s six floaters is approximately $222 million per rig, including the acquisition premium, which is well below values for comparable assets that could not be acquired in similar scale.
- The transaction is expected to generate double-digit accretion in the current environment while also remaining significantly accretive in protracted recovery scenarios.
- Ensco participated in a competitive process, securing Atwood’s high-specification assets with a disciplined proposal that was within 10% of a competing bid, demonstrating value in line with the market.
- The acquisition offers meaningful, achievable synergies that provide significant value to Ensco shareholders.
- Ensco previously announced targeted annual run-rate expense synergies of $65 million beginning in 2019, and following initial integration planning, the company now expects to exceed these targets.
. 2018 expense synergies are projected to exceed $45 million.
. Total synergies create more than $400 million of present value at a 10% discount rate, with more than $280 million expected to accrue to Ensco shareholders (or approximately 20% of Ensco’s current share price).

Substantial Upside: Atwood’s premium assets are expected to have a strong EBITDA growth profile in a market recovery, which would provide significant upside to Ensco’s share price

- Based on assumptions outlined in the presentation, Atwood’s six floaters could generate EBITDA of approximately $100 million per year if contracted day rates were to average $200,000 and approximately $500 million per year if contracted day rates were to average $400,000.
- Using an illustrative multiple of six times annual EBITDA generated from Atwood’s floater fleet in a recovery scenario where contracted day rates average $300,000 per rig, the implied value per pro forma Ensco share would exceed $4.00 – more than 90% of Ensco’s current share price.

Strong Liquidity: Ensco maintains financial flexibility and sufficient liquidity to cover debt maturities into 2024

- Following the anticipated repayment of Atwood’s outstanding revolver balance and senior notes upon closing, Ensco will maintain a strong pro forma liquidity position, which was approximately $3.3 billion as of 30 June 2017 and included a fully available $2.25 billion revolving credit facility.
- With pro forma cash and short-term investments that exceed debt maturities prior to 2024, Ensco has sufficient liquidity runway to bridge the company to better market conditions.
- Ensco has consistently demonstrated prudent operational and financial management throughout the market downturn.

In summary, this compelling transaction enables Ensco to meaningfully renew its fleet with high-quality assets at attractive values. Furthermore, this opportunity to generate significant shareholder value with substantial upside can be achieved while maintaining financial flexibility through 2024 and beyond.

As previously announced, on 30 May 2017, Ensco and Atwood entered into a definitive merger agreement under which Ensco will acquire Atwood in an all-stock transaction that was unanimously approved by each company’s board of directors. Under the terms of the merger agreement, Atwood shareholders will receive 1.60 shares of Ensco for each share of Atwood common stock for a total value of $10.72 per Atwood share based on Ensco’s closing share price of $6.70 on 26 May 2017. Upon close of the transaction, Ensco and Atwood shareholders will own approximately 69% and 31%, respectively, of the outstanding shares of Ensco plc. There are no financing conditions for this transaction. The company anticipates closing the transaction in the first week of October 2017.

About Ensco

Ensco plc (NYSE: ESV) brings energy to the world as a global provider of offshore drilling services to the petroleum industry. For 30 years, the company has focused on operating safely and going beyond customer expectations. Ensco is ranked first in total customer satisfaction in the latest independent survey by EnergyPoint Research - the seventh consecutive year that Ensco has earned this distinction. Operating one of the newest ultra-deepwater rig fleets and a leading premium jackup fleet, Ensco has a major presence in the most strategic offshore basins across six continents. Ensco plc is an English limited company (England No. 7023598) with its corporate headquarters located at 6 Chesterfield Gardens, London W1J 5BQ.