STAVANGER, Norway, April 2, 2008 /PRNewswire/ -- Ocean Rig ASA Oslo: OCR ("Ocean Rig" or the "Company") announced today that its wholly owned subsidiary, Ocean Rig Norway AS ("Ocean Rig Norway"), has determined the consideration to be paid in its tender offer (the "Offer") for its 8.375% Senior Secured Second Lien Notes due 2013 (CUSIP Nos. 675007AE8 and R64950AE9; ISIN Nos. US675007AE89 and USR64950AE90) (the "Notes"). It also announced that it has received the requisite consents to adopt the proposed amendments to its Indenture.
The "Total Consideration" for each $1,000 principal amount of Notes tendered and accepted for payment pursuant to the Offer prior to 5:00 p.m., New York City time, on April 1, 2008 (the "Consent Payment Deadline") and accepted for payment is $1,113.92. This amount includes a consent payment (the "Consent Payment") of $30.00 per $1,000 principal amount of Notes. The Total Consideration was determined by reference to a fixed spread of 50 basis points over the yield on the 4.875% U.S. Treasury Note due June 30, 2009, which was determined at 2:00 p.m., New York City time, on April 1, 2008. The reference yield and the tender offer yield are 1.691% and 2.191%, respectively. The Offer will expire at 12:00 midnight New York City time, on April 15, 2008, unless extended (such date and time, as the same may be extended, the "Expiration Date"). The "Settlement Date" will promptly follow the Expiration Date, and is estimated to be on April 17, 2008. Holders whose Notes are validly tendered and accepted for payment pursuant to the Offer shall also receive accrued and unpaid interest on such Notes from the most recent payment of semiannual interest preceding the Settlement Date up to, but not including, the Settlement Date.
In addition, the Company announced that 100% of the outstanding $150 million aggregate principal amount of the Notes have been tendered pursuant to the Offer on or prior to the Consent Payment Deadline, and that Ocean Rig Norway has received the requisite consents to adopt the proposed amendments to the Indenture pursuant to its consent solicitation (the "Solicitation"). Ocean Rig Norway and the trustee will promptly enter into a supplemental indenture giving effect to the amendments. Although the supplemental indenture will be executed on or after the Consent Payment Deadline, the amendments to the Indenture will not become operative until the Notes that have been validly tendered are accepted for payment and are paid on the Settlement Date. The Indenture, without giving effect to the amendments to the Indenture, will remain in effect until the amendments to the Indenture become operative. If the Offer is terminated or withdrawn, or the Notes are not accepted for payment, the amendments to the Indenture will not become operative.
The Offer is subject to the terms and conditions set forth in Ocean Rig Norway's Offer to Purchase and Consent Solicitation Statement dated March 18, 2008 (the "Offer to Purchase"), including a financing condition which Ocean Rig intends to meet by entering into a credit facility with DnB NOR for approximately US$1 billion. Further details concerning the Offer and consent solicitation are set forth in the Offer to Purchase. Tenders of Notes and deliveries of consents may not be withdrawn or revoked after the Consent Payment Deadline except under certain circumstances defined in the Offer to Purchase.
Morgan Stanley & Co. Incorporated is the dealer manager and solicitation agent for the Offer and Solicitation and Global Bondholder Services Corporation is the information agent and depositary. Requests for documentation should be directed to Global Bondholder Services Corporation at (212) 430-3774 (banks and brokers) or toll-free at (866) 470-4500. Questions regarding the transaction should be directed to Morgan Stanley & Co. Incorporated toll-free at (800) 624-1808 or collect at (212) 761-5384 (attention: Tate Forrester) or Global Bondholder Services Corporation at the contact information above.
This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes. The Offer and Consent solicitation are being made solely by the Offer to Purchase, which sets forth the complete terms of the Offer and Solicitation.
About Ocean Rig ASA
Ocean Rig and its subsidiaries have been established as a drilling contractor in the area of offshore exploration, development and production drilling with a focus on ultra deep-water and harsh-environment areas. Ocean Rig owns and operates two of the world's largest and most modern drilling rigs, built for ultra deep waters and extreme weather conditions. These units are currently operating in the US Gulf of Mexico and in the North Sea.
NOTE: This press release contains forward-looking statements which reflect the Company's current views with respect to certain future events and financial performance. Actual events or results may differ materially from those projected or implied in such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or otherwise. The following important factors, among other, could cause actual results to differ materially from those projected or implied in any forward-looking statements: (i) the Company's results of operation and financial conditions in the future; (ii) the performance of the Company's rigs, including the sufficiency of their design and their ability to prevent discharges of hazardous materials and pollutants; (iii) the Company's ability to generate sufficient cash-flow to meet the Company's debt service requirements; (iv) the Company's ability to retain existing contracts and secure future drilling contracts for the Company's rigs at attractive day rates; (v) the Company's ability to perform the Company's operations in accordance with the Company's plans; (vi) the impact of changed conditions in the oil and gas industry; (vii) the occurrence of any accidents involving the Company or its assets; (viii) changes in governmental regulations, particularly with respect to environmental matters; (ix) increased competition or the entry of new competitors into the Company's markets; and (x) unforeseen occurrences in any of the areas in which the Company may conduct its operations, such as war, expropriation, nationalization, renegotiation or nullification of existing licenses or treaties, taxation and resource development policies, foreign exchange restrictions, changing political conditions and other risks relating to foreign governmental sovereignty over certain areas in which the Company will conduct operations. Due to such uncertainties and risks, holders of the Notes are cautioned not to place undue reliance upon such forward-looking statements.