Obligation Valaris 8% ( US29358QAG47 ) en USD

Valaris

84.07 % ⇌

Royaume-Uni

US29358QAG47 ( en USD )

8% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

29/01/2024 - Obligation échue

Prospectus brochure de l'obligation Valaris US29358QAG47 en USD 8%, échue

2 000 USD

332 040 000 USD

29358QAG4

N/A

L'Obligation émise par Valaris ( Royaume-Uni ) , en USD, avec le code ISIN US29358QAG47, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/01/2024

424B3 1 a17-3505_1424b3.htm 424B3
Table of Contents

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-215853

PROSPECTUS

Ensco plc
Offer to Exchange
up to
$332,048,000 of 8.00% Senior Notes due 2024
for
$332,048,000 of 8.00% Senior Notes due 2024

The exchange notes:
You should note that:

·
will be freely tradable upon exchange;
·
we will exchange all outstanding notes that are validly tendered

and not validly withdrawn for an equal principal amount of
·
will be issued under the same indenture as the outstanding notes;
exchange notes that we have registered under the Securities Act of

and
1933 (the "Securities Act");

·
will have terms identical in all material respects to the terms of the
·
you may withdraw tenders of outstanding notes at any time prior

outstanding notes, except that (i) the transfer restrictions and
to the expiration of the exchange offer;
registration rights applicable to the outstanding notes do not apply

to the exchange notes, and (ii) the exchange notes will not contain
·
if you fail to tender your outstanding notes, you will continue to

provisions relating to additional interest relating to our registration
hold unregistered, restricted securities, and your ability to transfer
obligations.
them could be adversely affected;

The exchange offer:
·
outstanding notes may be exchanged for exchange notes only in

minimum denominations of $2,000 and integral multiples of
· expires at 5:00 p.m., New York City time, on March 14, 2017,

$1,000;
unless extended; and

·
the exchange of outstanding notes for exchange notes in the

·
is not conditioned upon any minimum aggregate principal amount

exchange offer will not be a taxable event for U.S. federal income
of outstanding notes being tendered.
tax purposes; and

·
we will not receive any proceeds from this exchange offer.

Please read "Risk Factors" beginning on page 7 for a discussion of factors you should consider before participating in the exchange offer.

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer in exchange for outstanding notes that
were acquired by that broker-dealer as a result of market-making or other trading activities must acknowledge by way of the letter of transmittal
that it will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) to purchasers in connection with any resale of the
exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by such a broker-dealer in connection
with resales of the notes received in the exchange offer. We have agreed to make this prospectus available for a period ending on March 25, 2017.
See "Plan of Distribution."

The date of this prospectus is February 13, 2017.

https://www.sec.gov/Archives/edgar/data/314808/000110465917008607/a17-3505_1424b3.htm[2/13/2017 4:28:48 PM]

Table of Contents

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS
ii
WHERE YOU CAN FIND MORE INFORMATION
ii
FORWARD-LOOKING STATEMENTS
iii
SUMMARY
1
Ensco plc
1
Exchange Offer
2
Terms of the Exchange Notes
5
RISK FACTORS
7
Risks Relating to the Exchange Offer
7
Risks Relating to the Notes
7
USE OF PROCEEDS
10
RATIO OF EARNINGS TO FIXED CHARGES
11
EXCHANGE OFFER
12
Purpose of the Exchange Offer
12
Resale of Exchange Notes
12
Terms of the Exchange Offer
13
Expiration Date
13
Extensions, Delays in Acceptance, Termination or Amendment
13
Conditions to the Exchange Offer
14
Procedures for Tendering
14
Withdrawal of Tenders
16
Fees and Expenses
16
Transfer Taxes
17
Consequences of Failure to Exchange
17
Accounting Treatment
17
Other
17
DESCRIPTION OF THE NOTES
18
General
18
Optional Redemption
19
Ranking
20
Additional Amounts
20
Redemption for Changes in Taxes
22
Restrictive Covenants
22
Events of Default
24
Modification and Waiver
25
Defeasance and Discharge
26
The Trustee
27
Payment; Paying Agents and Transfer Agents
27
Definitions
28
BOOK-ENTRY, DELIVERY AND FORM
32
Depository Procedures
32
Same-Day Settlement and Payment
34
Certificated Notes
34
CERTAIN U.S. FEDERAL TAX CONSEQUENCES
35
Exchange of Notes Pursuant to the Exchange Offer
36
Tax Consequences to U.S. Holders of Holding and Disposing of the Exchange Notes
36
Information Reporting and Backup Withholding
37
CERTAIN U.K. TAX CONSEQUENCES FOR NON-U.K. INVESTORS
38
PLAN OF DISTRIBUTION
39
LEGAL MATTERS
41
EXPERTS
41
ANNEX A (Letter of Transmittal)
A-1

https://www.sec.gov/Archives/edgar/data/314808/000110465917008607/a17-3505_1424b3.htm[2/13/2017 4:28:48 PM]

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with the SEC. We have not authorized anyone to provide you with any information
or made any representation other than those contained in or incorporated by reference into this prospectus and in the letter of transmittal
accompanying this prospectus. If you receive any unauthorized information, you must not rely on it. We are not making an offer to sell or
exchange these securities in any jurisdiction where the offer is not permitted. You should assume that the information contained in this prospectus
or in the documents incorporated by reference into this prospectus are accurate only as of the date on the front cover of this prospectus or the date
of such incorporated documents, as the case may be.

This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this
prospectus. This information is available without charge upon written or oral request directed to: Ensco plc, 5847 San Felipe, Suite 3300, Houston,
TX 77057, Attention: Investor Relations; telephone number: +1 (713) 789-1400. To obtain timely delivery, you must request the information no
later than March 7, 2017. The exhibits to the documents incorporated by reference will generally not be made available unless they are specifically
incorporated by reference in the documents.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports,
statements or other information on file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C., 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from commercial document
retrieval services and are available at the Internet website maintained by the SEC at http://www.sec.gov. These reports and other information filed
by us with the SEC and other notices published by us are also available free of charge at our website at www.enscoplc.com. The information on or
linked to/from our website is not part of, and is not incorporated by reference into, this prospectus.

We incorporate information into this prospectus by reference, which means that we disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except to the
extent superseded by information contained herein or by information contained in documents subsequently filed with the SEC.

This prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC. These documents
contain important information about us and our financial condition.

·
Ensco's Annual Report on Form 10-K for the year ended December 31, 2015 (the "Form 10-K");

·
Ensco's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016;

·
the information included in Ensco's Definitive Proxy Statement on Schedule 14A filed on April 1, 2016 to the extent incorporated by

reference in Part III of the Form 10-K; and

·
Ensco's Current Reports on Form 8-K filed January 6, 2016, January 29, 2016, March 21, 2016, April 20, 2016, May 5, 2016, May 25,

2016, June 29, 2016, August 18, 2016, October 4, 2016, November 8, 2016, December 12, 2016, December 16, 2016, January 11, 2016
and January 23, 2017.

We also incorporate by reference into this prospectus additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") from the date of this prospectus to the completion or termination of the offers.
We are not incorporating by reference any information furnished under items 2.02 or 7.01 (or corresponding information furnished under item 9.01
or included as an exhibit) in any past or future Current Report on Form 8-K that we may file with the SEC, unless otherwise specified in such
Current Report.

You may obtain copies of any of these filings as described below, through the SEC or through the SEC's Internet website as described above
or through our website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an
exhibit has been specifically incorporated by reference into this prospectus, by requesting them in writing or by telephone at:

Investor Relations
Ensco plc
5847 San Felipe, Suite 3300
Houston, Texas 77057
+1 (713) 789-1400

https://www.sec.gov/Archives/edgar/data/314808/000110465917008607/a17-3505_1424b3.htm[2/13/2017 4:28:48 PM]

THE INFORMATION CONTAINED IN OUR WEBSITE IS NOT INCORPORATED BY REFERENCE AND DOES NOT CONSTITUTE
A PART OF THE PROSPECTUS.

ii
Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus, including the information incorporated by reference herein, includes forward-looking statements. Forward-looking statements
usually relate to future events and are often identified by the words, "will," "may," "should," "continue," "anticipate," "believe," "expect," "plan,"
"forecast," "project," "estimate," "intend" and words of a similar nature. These statements are not guarantees of future performance, circumstances
or events. They are based on facts and circumstances as of the date the statements are made. Forward-looking statements are subject to risks and
uncertainties that could cause actual results to be materially different from those set forth in such forward-looking statements, including but not
limited to, the risks and uncertainties described in our most recent Annual Report on Form 10-K. Please also see "Risk Factors" in this prospectus
and the risk factors included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015 and other cautionary
statements included in this prospectus and our other filings with the SEC for additional information about risks and uncertainties applicable to the
forward-looking statements.

iii
Table of Contents

SUMMARY

This summary highlights information included or incorporated by reference in this prospectus. It may not contain all of the information that is
important to you. This prospectus includes information about the exchange offer and the exchange notes and includes or incorporates by reference
information about our business and our financial and operating data. Before deciding to participate in the exchange offer, you should read this
entire prospectus carefully, including the information incorporated by reference in this prospectus and the "Risk Factors" section beginning on
page 7 of this prospectus.

Except as otherwise required or indicated, references to the "Company," "Ensco," "we," "our," "us" or like terms refer to Ensco plc
together will all subsidiaries and predecessors.

Ensco plc

Ensco is one of the leading providers of offshore contract drilling services to the international oil and gas industry. We currently own and
operate an offshore drilling rig fleet of 57 rigs, with drilling operations in most of the strategic markets around the globe. We also have two rigs
under construction. Our rig fleet includes eight drillships, 10 dynamically positioned semisubmersible rigs, three moored semisubmersible rigs and
38 jackup rigs, including rigs under construction. We operate the world's second largest fleet amongst competitive rigs, including one of the
newest ultra-deepwater fleets in the industry, and a leading premium jackup fleet.

Our registered office (which is our principal executive office) is located at 6 Chesterfield Gardens, 3rd Floor, London, United Kingdom W1J
5BQ, and our telephone number is +44 (0) 20 7659 4660. We are registered in England and Wales under company number 7023598. Our website
is located at www.enscoplc.com. The information on or linked to/from our website is not part of, and is not incorporated by reference into, this
prospectus.

1
Table of Contents

Exchange Offer

On January 9, 2017, we issued the outstanding notes in a transaction exempt from or not subject to registration under the Securities Act. In
connection therewith, we entered into a registration rights agreement (the "registration rights agreement") with Citigroup Global Markets Inc.,
HSBC Securities (USA) Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and DNB Markets, Inc. (the "dealer managers")
https://www.sec.gov/Archives/edgar/data/314808/000110465917008607/a17-3505_1424b3.htm[2/13/2017 4:28:48 PM]

pursuant to which we agreed, among other things, to use our commercially reasonable efforts to complete the exchange offer on or prior to
October 6, 2017. The following is a summary of the exchange offer.

Outstanding Notes
On January 9, 2017, we issued $332,048,000 aggregate principal amount of 8.00%
Senior Notes due 2024 (the "outstanding notes").

Exchange Notes
The notes to be issued upon exchange of the outstanding notes (the "exchange notes")
will be our 8.00% Senior Notes due 2024, having terms that are identical in all material
respects to the terms of the outstanding notes, except that (i) the transfer restrictions and
registration rights applicable to the outstanding notes do not apply to the exchange
notes, and (ii) the exchange notes will not contain provisions relating to additional
interest relating to our registration obligations.

Exchange Offer
We are offering to exchange up to $332,048,000 aggregate principal amount of our
8.00% Senior Notes due 2024 for an equal amount of our outstanding 8.00% Senior
Notes due 2024 issued in January 2017 to satisfy our obligations under the registration
rights agreement.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on March 14, 2017,
unless we decide to extend it.

Conditions to the Exchange Offer
We will not accept outstanding notes for exchange if the exchange offer or the making
of any exchange by a holder of the outstanding notes would violate any applicable law
or SEC policy. A minimum aggregate principal amount of outstanding notes being
tendered is not a condition to the exchange offer. Please read "Exchange Offer--
Conditions to the Exchange Offer" for more information about the conditions to the
exchange offer.

Procedures for Tendering Outstanding Notes
All of the outstanding notes are held in book-entry form through the facilities of The
Depository Trust Company ("DTC"). To participate in the exchange offer, you must
follow the automatic tender offer program ("ATOP") procedures established by DTC
for tendering notes held in book-entry form. The ATOP procedures require that the
exchange agent receive, prior to the expiration date of the exchange offer, a computer-
generated message known as an "agent's message" that is transmitted through ATOP
and that DTC confirm that:
·
DTC has received instructions to exchange your notes; and

·
you agree to be bound by the terms of the letter of transmittal in Annex A hereto.

For more details, please read "Exchange Offer--Terms of the Exchange Offer" and
"Exchange Offer--Procedures for Tendering."

Guaranteed Delivery Procedures
None.

2
Table of Contents

Withdrawal of Tenders
You may withdraw your tender of outstanding notes at any time prior to the expiration
date. To withdraw, you must submit a notice of withdrawal to the exchange agent using
ATOP procedures before 5:00 p.m., New York City time, on the expiration date of the
exchange offer. Please read "Exchange Offer--Withdrawal of Tenders."

Acceptance of Outstanding Notes and Delivery of
If you fulfill all conditions required for proper acceptance of outstanding notes, we will
Exchange Notes
accept any and all outstanding notes that you properly tender in the exchange offer
before 5:00 p.m., New York City time, on the expiration date. We will return any
outstanding notes that we do not accept for exchange to you without expense promptly
after the expiration date. We will deliver the exchange notes promptly after the
https://www.sec.gov/Archives/edgar/data/314808/000110465917008607/a17-3505_1424b3.htm[2/13/2017 4:28:48 PM]

expiration date. Please read "Exchange Offer--Terms of the Exchange Offer."

Special Procedures for Beneficial Owners
If you own a beneficial interest in outstanding notes that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and you wish to
tender the outstanding notes in the exchange offer, please contact the registered holder
as soon as possible and instruct it to tender on your behalf and to comply with our
instructions described in this prospectus.

Fees and Expenses
We will bear all expenses related to the exchange offer. Please read "Exchange Offer--
Fees and Expenses."

Use of Proceeds
The issuance of the exchange notes will not provide us with any new proceeds. We are
making the exchange offer solely to satisfy our obligations under the registration rights
agreement.

Consequences of Failure to Exchange Outstanding
If you do not exchange your outstanding notes in the exchange offer, you will no longer
Notes
be able to require us to register the outstanding notes under the Securities Act, except in
the limited circumstances provided under the registration rights agreement. In addition,
you will not be able to resell, offer to resell or otherwise transfer the outstanding notes
unless we have registered the outstanding notes under the Securities Act, or unless you
resell, offer to resell or otherwise transfer them under an exemption from the
registration requirements of, or in a transaction not subject to, the Securities Act. If you
fail to exchange your outstanding notes for exchange notes in the exchange offer, the
existing transfer restrictions will remain in effect and the market value of your
outstanding notes likely will be adversely affected because of a smaller float and
reduced liquidity.

Certain U.S. Federal Tax Consequences
The exchange of exchange notes for outstanding notes in the exchange offer will not be
a taxable event for U.S. federal income tax purposes. Please read "Certain U.S. Federal
Tax Consequences."

3
Table of Contents

Exchange Agent
We have appointed Deutsche Bank Trust Company Americas as the exchange agent for
the exchange offer. You should direct questions and requests for assistance and requests
for additional copies of this prospectus (including the letter of transmittal) to the
exchange agent addressed as follows:
DB Services Americas, Inc.
Trust and Security Services
Attention: Reorg Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256

4
Table of Contents

Terms of the Exchange Notes

The exchange notes will be identical to the outstanding notes, except that (i) the transfer restrictions and registration rights applicable to the
outstanding notes do not apply to the exchange notes, and (ii) the exchange notes will not contain provisions relating to additional interest relating
to our registration obligations. The exchange notes will evidence the same debt as the outstanding notes, and the same indenture will govern the
exchange notes and the outstanding notes. We sometimes refer to both the exchange notes and the outstanding notes as the "notes."

The following summary contains basic information about the exchange notes and is not intended to be complete. It does not contain all the
https://www.sec.gov/Archives/edgar/data/314808/000110465917008607/a17-3505_1424b3.htm[2/13/2017 4:28:48 PM]

information that is important to you. For a more complete understanding of the exchange notes, please read "Description of the Notes."

Issuer
Ensco plc

Exchange Notes Offered
$332,048,000 aggregate principal amount of 8.00% Senior Notes due 2024

Maturity Date
January 31, 2024

Interest Rate
8.00% per annum

Interest Payment Dates
Interest on the exchange notes will be payable on January 31 and July 31 of each year,
commencing July 31, 2017, and will accrue from January 9, 2017. The initial interest
payment on the exchange notes will include all accrued and unpaid interest on the
outstanding notes exchanged therefor.

Ranking
The exchange notes are unsecured and will rank equally in right of payment with all of
our other existing and future senior unsecured indebtedness. We are a holding company
whose assets consist of direct and indirect ownership interests in, and whose business is
conducted through, subsidiaries. The exchange notes will be structurally subordinated
to any and all existing and future indebtedness, whether or not secured, and other
liabilities of our subsidiaries. In addition, the exchange notes will be effectively
subordinated to all of the secured indebtedness of Ensco to the extent of the value of the
assets securing such debt. As of February 1, 2017, (i) Ensco and its subsidiaries had
outstanding $5,076.9 million of consolidated indebtedness, (ii) Ensco's subsidiaries had
approximately $2,142.7 million of indebtedness, all of which would have been
guaranteed by Ensco, and (iii) none of Ensco or its subsidiaries had any secured
indebtedness.

Optional Redemption
We may redeem any or all of the exchange notes, in whole at any time or in part from
time to time prior to their maturity. If we elect to redeem the exchange notes before
October 31, 2023 (three months prior to the maturity date), we will pay an amount
equal to 100% of the principal amount of the notes redeemed plus a "make-whole"
premium. If we elect to redeem the exchange notes on or after such date, we will pay an
amount equal to 100% of the principal amount of the notes redeemed. In each case, we
also will pay accrued and unpaid interest, if any, on the notes redeemed to but excluding
the redemption date. See "Description of the Notes--Optional Redemption."

Tax Redemption
If certain changes in the law of any relevant Tax Jurisdiction (as defined in "Description
of the Notes--Additional Amounts") would require us to withhold taxes on payments
on the exchange notes and pay Additional Amounts with respect thereto, we may
redeem the exchange notes in whole, but not in part, at a redemption price of 100% of
the

5
Table of Contents

aggregate principal amount thereof, together with accrued and unpaid interest, if any, to
but excluding the redemption date and all Additional Amounts (as defined in
"Description of the Notes"), if any, which otherwise would be payable to the date of
redemption. See "Description of the Notes--Redemption for Changes in Taxes."

Additional Amounts
If any deduction or withholding for, or on account of, any Taxes imposed by any Tax
Jurisdiction will at any time be required to be made from any payments made under or
with respect to the exchange notes, subject to certain exceptions, we will pay such
Additional Amounts as may be necessary in order that the net amounts received in
respect of such payments by each holder after such withholding or deduction (including
any such deduction or withholding in respect of Additional Amounts) will equal the
respective amounts which would have been received in respect of such payments in the
https://www.sec.gov/Archives/edgar/data/314808/000110465917008607/a17-3505_1424b3.htm[2/13/2017 4:28:48 PM]

absence of such withholding or deduction. See "Description of the Notes--Additional
Amounts."

Certain Covenants
The indenture governing the exchange notes contains covenants limiting our ability and
the ability of certain subsidiaries to:
·
create liens on certain assets;

·engage in certain sale/leaseback transactions; and
·
merge, consolidate or transfer all or substantially all of our assets.

These covenants are subject to a number of important limitations and exceptions.

Further Issues
We may "reopen" the notes and issue an unlimited principal amount of additional notes
in the future without the consent of the holders, provided that such additional notes will
not have the same CUSIP, ISIN or other identifying numbers as the outstanding
exchange notes unless such additional notes are fungible with the outstanding exchange
notes for U.S. federal income tax purposes.

Listing
We intend to apply for the listing of the exchange notes on the New York Stock
Exchange.

Risk Factors
See "Risk Factors" for a discussion of certain factors that you should carefully consider
before deciding to invest in the exchange notes.

Form of Exchange Notes
The exchange notes will be represented initially by one or more global notes. The
global exchange notes will be deposited with the trustee, as custodian for DTC.

Trustee
Deutsche Bank Trust Company Americas

Governing Law
The exchange notes and the indenture relating to the exchange notes will be governed
by, and construed in accordance with, the laws of the State of New York.

6
Table of Contents

RISK FACTORS

Before deciding to participate in the exchange offer, you should consider carefully the risks and uncertainties described below and in Item 1A
"Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2015 and our quarterly reports on Form 10-Q, respectively, as
updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus, together with all of the other
information included or incorporated by reference in this prospectus. If any of the described risks actually were to occur, our business, financial
condition, results of operations or growth prospects could be affected materially and adversely. In that case, our ability to fulfill our obligations
under the notes could be materially affected, and you could lose all or part of your investment.

The risks described below and in the documents we have incorporated by reference are not the only ones that we face. Additional risks not
presently known to us or that we currently deem immaterial individually or in the aggregate may also impair our business operations.

This prospectus and the documents we have incorporated by reference also contain forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors,
including the risks and uncertainties faced by us described below or incorporated by reference into this prospectus.

Risks Relating to the Exchange Offer

If you fail to exchange outstanding notes, existing transfer restrictions will remain in effect and the market value of outstanding notes may
be adversely affected because of a smaller float and reduced liquidity.

https://www.sec.gov/Archives/edgar/data/314808/000110465917008607/a17-3505_1424b3.htm[2/13/2017 4:28:48 PM]

If you fail to exchange outstanding notes for exchange notes under the exchange offer, then you will continue to be subject to the existing
transfer restrictions on the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from
registration under the Securities Act and applicable state securities laws. Except in connection with this exchange offer or as required by the
registration rights agreement, we do not intend to register resales of the outstanding notes.

The tender and acceptance of outstanding notes under the exchange offer will reduce the principal amount of the currently outstanding notes.
Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase the volatility of, the market price of any
currently outstanding notes that you continue to hold following completion of the exchange offer.

Risks Relating to the Notes

The notes are structurally subordinated to all indebtedness and other liabilities of our subsidiaries and effectively subordinated to claims
by secured creditors of Ensco.

We are a holding company whose assets consist of direct and indirect ownership interests in, and whose business is conducted through,
subsidiaries. Consequently, our ability to repay our debt, including the notes, depends primarily upon our receipt of funds from our subsidiaries
through dividends, repayment of intercompany notes or other payments. The ability of our subsidiaries to pay dividends, repay intercompany notes
or make other advances to us is subject to restrictions imposed by applicable laws, tax considerations and the terms of agreements governing our
subsidiaries. Our non-U.S. subsidiaries in particular may be subject to currency controls, repatriation restrictions, withholding obligations on
payments to us, and other limitations.

The notes are obligations solely of Ensco and are not guaranteed by any of our subsidiaries. The notes are structurally subordinated to any and
all existing and future indebtedness, whether or not secured, and other liabilities of our subsidiaries. Our subsidiaries have no obligation to pay any
amounts due on our debt securities, including the notes, or to provide us with funds for our payment obligations. The indenture governing the notes
does not limit the ability of our subsidiaries to incur unsecured indebtedness. Any right that Ensco has to receive any assets of any of the
subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of notes to realize proceeds from the
sale of any of those subsidiaries' assets, are subordinated to the claims of those subsidiaries' creditors, including trade creditors and holders of
preferred equity interests of those subsidiaries. The

7
Table of Contents

indenture governing the notes does not restrict the ability of our subsidiaries to enter into agreements or other arrangements that have the effect of
prohibiting or restricting their ability to pay dividends or otherwise make distributions to Ensco. In addition, the notes are effectively subordinated
to claims by any secured creditors Ensco may have to the extent of the value of the assets securing such claims. The indenture governing the notes
permits us to incur a substantial amount of secured indebtedness. As of February 1, 2017, (i) Ensco and its subsidiaries had outstanding $5,076.9
million of consolidated indebtedness, (ii) Ensco's subsidiaries had approximately $2,142.7 million of indebtedness, all of which would have been
guaranteed by Ensco, and (iii) none of Ensco or its subsidiaries had any secured indebtedness.

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

We have a substantial amount of indebtedness. As of February 1, 2017, we had total indebtedness of $5,076.9 million, and we had
$2,250.0 million of total additional borrowing capacity under our revolving credit facility and commercial paper program.

Our ability to make scheduled payments of principal of, to pay the interest or premium, if any, on, or to refinance our indebtedness (including
the notes), or to fund capital expenditures, acquisitions and other strategic initiatives will depend on our future performance, which, to a certain
extent, is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control. We cannot assure you that
our business will generate sufficient cash flow from operations or that future borrowings will be available under our revolving credit facility or
commercial paper program or otherwise in an amount sufficient to enable us to service our indebtedness, including the notes, or to fund our other
liquidity needs. Furthermore, our leverage could adversely affect our business. In particular, it could make us vulnerable to sustained, adverse
macroeconomic weakness, limit our ability to obtain further financing, limit our ability to pursue certain operational and strategic opportunities,
reduce our flexibility to respond to changing business and economic conditions and increase borrowing costs.

Active trading markets may not develop or be maintained for the notes.

There is no public trading market for the notes. We intend to apply for the listing of the exchange notes on the New York Stock Exchange.
The liquidity of the trading markets in the notes and the market prices quoted for the notes may be adversely affected by changes in the overall
market for debt securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As
https://www.sec.gov/Archives/edgar/data/314808/000110465917008607/a17-3505_1424b3.htm[2/13/2017 4:28:48 PM]

a consequence, an active trading market may not develop or be maintained for your notes, you may not be able to sell your notes, or, even if you
can sell your notes, you may not be able to sell them at an acceptable price.

We could enter into various transactions that could increase the amount of our outstanding debt, adversely affect our capital structure or credit
ratings or otherwise adversely affect holders of the notes.

The terms of the notes do not prevent us from entering into a variety of acquisition, change-of-control, refinancing, recapitalization or other
highly leveraged transactions. As a result, we could enter into a variety of transactions that could increase the total amount of our outstanding
indebtedness, adversely affect our capital structure or credit ratings or otherwise adversely affect the holders of the notes.

Our debt ratings have been downgraded recently. Any adverse rating of the notes may cause their trading price to fall.

Moody's Investor Services, Inc. and Standard & Poor's Rating Services downgraded our credit rating in February 2016 and December 2016,
respectively. Both rating agencies periodically review our credit ratings as well as the offshore drilling sector more generally, and have
downgraded other offshore drilling companies based on concerns about general industry conditions. There can be no assurance that we will be able
to maintain our credit ratings, and if there are further downgrades of our credit rating, or notices of potential downgrades, the trading prices of the
notes could decline. We do not intend to seek a rating on the notes. However, if a rating service were to rate the notes and if such rating service
were to lower its rating on the notes below the rating initially assigned to the notes or otherwise announces its intention to put the notes on credit
watch, the trading price of the notes could decline.

8
Table of Contents

Investor enforcement of civil judgments against us may be more difficult.

Because we are a public limited company incorporated under English law, investors could experience more difficulty enforcing judgments
obtained against us in U.S. courts than would be obtained against a U.S. company. In addition, it may be more difficult (or impossible) to bring
some types of claims against us in courts in England than it would be to bring similar claims against a U.S. company in a U.S. court.

Redemption may adversely affect your return on the notes.

The notes are redeemable at any time at our option, and therefore we may choose to redeem some or all of the notes, including at times when
prevailing interest rates are relatively low. In addition, we may redeem the notes at any time if due to certain changes in tax laws we are required to
withhold taxes on payments on the notes and pay additional amounts with respect thereto. As a result, you may not be able to reinvest the proceeds
you receive from the redemption in a comparable security at an effective interest rate as high as the interest rate on your notes being redeemed. See
"Description of the Notes--Optional Redemption" and "Description of the Notes--Redemption for Changes in Taxes."

9
Table of Contents

USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from
the issuance of the exchange notes in the exchange offer. In consideration for issuing the exchange notes as contemplated by this prospectus, we
will receive outstanding notes in a like principal amount. The form and terms of the exchange notes are identical in all respects to the form and
terms of the outstanding notes, except that (i) the transfer restrictions and registration rights applicable to the outstanding notes do not apply to the
exchange notes, and (ii) the exchange notes will not contain provisions relating to additional interest relating to our registration obligations.
Outstanding notes surrendered in exchange for the exchange notes will be retired and cancelled and will not be reissued. Accordingly, the issuance
of the exchange notes will not result in any change in our outstanding indebtedness.

10
Table of Contents

https://www.sec.gov/Archives/edgar/data/314808/000110465917008607/a17-3505_1424b3.htm[2/13/2017 4:28:48 PM]

Document Outline

#1">
- #1">