Obligation Ensco PLC 7.75% ( US29358QAH20 ) en USD

Ensco PLC

73.75 % ⇌

Royaume-Uni

US29358QAH20 ( en USD )

7.75% par an ( paiement semestriel )

31/01/2026

Prospectus brochure de l'obligation Ensco PLC US29358QAH20 en USD 7.75%, échéance 31/01/2026

2 000 USD

1 000 000 000 USD

29358QAH2

N/A

01/08/2024 ( Dans 104 jours )

L'Obligation émise par Ensco PLC ( Royaume-Uni ) , en USD, avec le code ISIN US29358QAH20, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2026
L'Obligation émise par Ensco PLC ( Royaume-Uni ) , en USD, avec le code ISIN US29358QAH20, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 a2234252z424b2.htm 424B2
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Prospectus Supplement
TABLE OF CONTENTS
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 2 1 7 0 6
CALCU LAT I ON OF REGI ST RAT I ON FEE

M a x im um a ggre ga t e
Am ount of
T it le of e a c h c la ss of se c urit ie s offe re d

offe ring pric e
re gist ra t ion fe e

7.75% Senior Notes due 2026

$1,000,000,000

$124,500(1)

(1)
The total filing fee of $124,500 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d N ove m be r 2 1 , 2 0 1 7 )
Ensc o plc
$ 1 ,0 0 0 ,0 0 0 ,0 0 0 7 .7 5 % Se nior N ot e s due 2 0 2 6
This is an offering of $1,000,000,000 aggregate principal amount of our 7.75% Senior Notes due 2026 (the "notes"). The notes will
mature on February 1, 2026. We will pay interest on the notes on February 1 and August 1 of each year, commencing August 1, 2018.
We may redeem the notes, in whole at any time or in part from time to time prior to their maturity, as described under "Description of
Notes--Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future
senior unsecured debt. The notes will be structurally subordinated to all debt and other liabilities of our subsidiaries and effectively
subordinated to our secured debt to the extent of the value of the assets securing such debt.
If a change of control triggering event occurs, unless we have exercised our option to redeem the notes, we will be required,
subject to certain exceptions, to make an offer to each holder of notes to repurchase all or any part of that holder's notes for cash equal
to 101% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, on those notes to the
repurchase date.
We are applying for listing of the notes on the New York Stock Exchange ("NYSE"). We expect trading in the notes on the NYSE
to begin within 30 days after the original issue date. Currently, there is no public market for the notes. If such listing is obtained, we
have no obligation to maintain such listing, and we may delist the notes at any time.
I nve st ing in t he not e s involve s risk s. Se e "Risk Fa c t ors" be ginning on pa ge S-1 0 .
Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of
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these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

Pe r N ot e

T ot a l
Initial price to public
$1,000

$1,000,000,000
Underwriting discount
$14.55

$14,550,000
Proceeds, before expenses, to Ensco
$985.45

$985,450,000
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for
the accounts of its participants, including Clearstream Banking, SA, and Euroclear Bank SA/NV, as operator of the Euroclear System,
against payment in New York, New York, on or about January 26, 2018.
Joint Global Coordinators and Bookrunners
De ut sc he Ba nk Se c urit ie s

Cit igroup
Joint Book-Running Managers
BofA M e rrill Lync h H SBC DN B M a rk e t s BN P PARI BAS M orga n St a nle y
Co-Manager
SEB
T he da t e of t his prospe c t us supple m e nt is J a nua ry 1 1 , 2 0 1 8 .
Table of Contents
Prospe c t us Supple m e nt
Enforceability of Civil Liabilities

S-i
About This Prospectus Supplement

S-i
Market and Industry Data

S-ii
Rounding Adjustments

S-ii
Non-GAAP Financial Measures

S-ii
Forward-Looking Statements
S-iii
Where You Can Find More Information; Incorporation by Reference
S-iii
Summary
S-1
Risk Factors
S-10
Use of Proceeds
S-14
Capitalization
S-15
Ratio of Earnings to Fixed Charges
S-17
Description of Notes
S-18
Certain U.S. Federal and U.K. Tax Consequences
S-36
Book-Entry, Delivery And Form
S-43
Underwriting
S-47
Legal Matters
S-54
Experts
S-54
Prospe c t us
About this Prospectus
1
Where You Can Find More Information; Incorporation By Reference
1
Forward Looking Information
2
Risk Factors
3
The Company
3
Use of Proceeds
4
Ratio of Earnings to Fixed Charges
4
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Description of Debt Securities
4
Description of Class A Ordinary Shares
5
Description of Preference Shares and Ordinary Shares
5
Description of Warrants
5
Description of Share Purchase Contracts
6
Description of Guarantees
6
Description of Units
7
Plan of Distribution
7
Legal Matters
7
Experts
7
Table of Contents
EN FORCEABI LI T Y OF CI V I L LI ABI LI T I ES
We are a public limited company organized under the laws of England and Wales. As a result, it may be difficult for you to effect
service of process or enforce judgments obtained against us within the United States (the "U.S."), predicated upon the civil liability
provisions of the federal securities laws of the U.S. There is doubt as to the enforceability of civil liabilities predicated on U.S. federal
securities laws in England, either in original actions or in actions for enforcement of judgments of U.S. courts.
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the notes
and this offering and adds to and updates information contained in the accompanying prospectus and the documents incorporated by
reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, provides
more general information about the notes and other securities that may be offered from time to time using such prospectus, some of
which general information does not apply to this offering. Generally, when we refer to the prospectus, we are referring to both parts of
this document combined. You should read both this prospectus supplement and the accompanying prospectus, together with additional
information described under the heading "Where You Can Find More Information; Incorporation by Reference."
If the information in this prospectus supplement differs from the information in the accompanying prospectus, the information in
this prospectus supplement supersedes the information in the accompanying prospectus.
Any statement made in this prospectus supplement or in a document incorporated by reference in this prospectus supplement and
the accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent
that a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated by
reference in this prospectus supplement and the accompanying prospectus modifies or supersedes that statement. Any statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
See "Where You Can Find More Information; Incorporation by Reference."
N e it he r w e nor t he unde rw rit e rs ha ve a ut horize d a nyone t o provide a ny inform a t ion ot he r t ha n t ha t
c ont a ine d in t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us or inc orpora t e d by re fe re nc e in t his
prospe c t us supple m e nt or t he a c c om pa nying prospe c t us or in a ny fre e w rit ing prospe c t us pre pa re d by or on
be ha lf of us t o w hic h w e ha ve re fe rre d you. We a nd t he unde rw rit e rs t a k e no re sponsibilit y for, a nd c a n provide
no a ssura nc e a s t o t he re lia bilit y of, a ny ot he r inform a t ion t ha t ot he rs m a y give you. N e it he r w e nor t he
unde rw rit e rs a re m a k ing a ny offe r or sa le of t he se se c urit ie s in a ny jurisdic t ion w he re t he offe r is not
pe rm it t e d. Y ou should a ssum e t ha t t he inform a t ion c ont a ine d or inc orpora t e d by re fe re nc e in t his prospe c t us
supple m e nt , t he a c c om pa nying prospe c t us a nd a ny fre e w rit ing prospe c t us provide d in c onne c t ion w it h t his
offe ring is a c c ura t e only a s of t he re spe c t ive da t e s t he re of or, in t he c a se of inform a t ion inc orpora t e d by
re fe re nc e , only a s of t he da t e of suc h inform a t ion, re ga rdle ss of t he t im e of de live ry of t his prospe c t us
supple m e nt , t he a c c om pa nying prospe c t us or a ny fre e w rit ing prospe c t us. Our busine ss, fina nc ia l c ondit ion,
re sult s of ope ra t ions a nd prospe c t s m a y ha ve c ha nge d sinc e suc h da t e s. I t is im port a nt for you t o re a d a nd
c onside r a ll t he inform a t ion c ont a ine d in t his prospe c t us supple m e nt a nd t he
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a c c om pa nying prospe c t us, inc luding t he doc um e nt s inc orpora t e d by re fe re nc e t he re in, in m a k ing your
inve st m e nt de c ision.
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M ARK ET AN D I N DU ST RY DAT A
Certain market and industry data included or incorporated by reference in this prospectus supplement and in the accompanying
prospectus have been obtained from third party sources that we believe to be reliable. We have not independently verified such third
party information and cannot assure you of its accuracy or completeness. Such data involve risks and uncertainties and are subject to
change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus supplement and the
documents incorporated by reference herein.
ROU N DI N G ADJ U ST M EN T S
Certain figures included in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as
totals in certain tables may not be an exact arithmetic aggregation of the numbers that precede them. Percentage figures included in
this prospectus supplement have not in all cases been calculated on the basis of such rounded figures but on the basis of such
amounts prior to rounding. For this reason, certain percentage amounts in this prospectus supplement may vary from those obtained by
performing the same calculations using the figures contained herein or in the financial statements incorporated by reference herein.
Certain other amounts that appear in this prospectus supplement may not sum due to rounding.
N ON -GAAP FI N AN CI AL M EASU RES
This prospectus supplement contains certain non-GAAP financial measures, which are financial measures that either exclude or
include amounts that are not excluded or included in the most directly comparable measure calculated and presented in accordance
with U.S. generally accepted accounting principles ("GAAP") (such measures being, "non-GAAP financial measures"). Specifically, this
prospectus supplement includes the non-GAAP financial measure "Adjusted EBITDA" as a supplemental measure of Ensco's
performance. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, operating income, net income
(loss) or any other performance measure derived in accordance with GAAP or as an alternative to cash flows from operating activities or
any other liquidity measure derived in accordance with GAAP.
Ensco defines "Adjusted EBITDA" as net income (loss) before income (loss) from discontinued operations, other income (expense),
income tax expense (benefit), interest expense, depreciation, amortization, loss on impairment, (gain) loss on asset disposals and
transaction costs. The definition of Adjusted EBITDA may not be the same as similarly named measures used by other companies.
Ensco has included information regarding Adjusted EBITDA in this prospectus supplement because its management believes that this
measure is frequently used by securities analysts, investors and other interested parties in the evaluation of issuers in Ensco's industry.
Ensco's presentation of Adjusted EBITDA should not be construed to imply that its future results will be unaffected by unusual or
nonrecurring items.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for
analyses of Ensco's income or cash flows as reported under GAAP. Ensco compensates for these limitations by relying primarily on its
GAAP results and using Adjusted EBITDA only for supplemental purposes. Adjusted EBITDA should not be considered as a measure of
discretionary cash available to Ensco to invest in
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the growth of its business or fund its cash needs. Please see Ensco's audited consolidated and unaudited condensed consolidated
financial statements and related notes thereto incorporated by reference in this prospectus supplement. For a description of how
Adjusted EBITDA is calculated from Ensco's net income (loss) attributable to Ensco and a reconciliation of Ensco's Adjusted EBITDA to
net income (loss), see the section entitled "Summary Historical Financial Information" included elsewhere in this prospectus supplement.
FORWARD-LOOK I N G ST AT EM EN T S
This prospectus supplement, 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," "could," "might" 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 and subsequently filed quarterly reports on Form 10-Q. Please also see
"Risk Factors" beginning on page S-10 of this prospectus supplement and the risk factors included in Part I, Item 1A of our Annual
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Report on Form 10-K for the year ended December 31, 2016 and subsequently filed Quarterly Reports on Form 10-Q and other
cautionary statements included in this prospectus supplement, the accompanying prospectus and our other filings with the SEC, for
additional information about risks and uncertainties applicable to the forward-looking statements.
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON ; I N CORPORAT I ON BY REFEREN CE
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 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, the
prospectus.
We incorporate information into the 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 the
prospectus, except to the extent superseded by information contained herein or by information contained in documents subsequently
filed with the SEC. The 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, 2016 (the "Form 10-K");
·
Ensco's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30,
2017;
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·
The information included in Ensco's Definitive Proxy Statement on Schedule 14A filed on March 31, 2017 to the extent
incorporated by reference in Part III of the Form 10-K;
·
Ensco's Current Reports on Form 8-K filed on January 11, 2017, January 23, 2017, March 10, 2017, May 23, 2017,
May 30, 2017 (two reports; excluding Item 7.01 and related exhibits), September 28, 2017, October 5, 2017 (Item 5.07
only), October 6, 2017 (excluding Item 7.01 and related exhibits) (as amended by Current Report on Form 8-K/A filed on
December 15, 2017 (the "December Form 8-K/A")), October 13, 2017, October 25, 2017 (excluding Item 2.02 and related
exhibits), December 15, 2017 (the "December Form 8-K") and January 10, 2018; and
·
The financial statements and pro forma financial information filed as exhibits 99.1 of the December Form 8-K and 99.2,
99.3 and 99.4 of the December Form 8-K/A.
We also incorporate by reference into the prospectus additional documents that Ensco 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 supplement to the
completion of the offering of the notes. 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 the 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
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SU M M ARY
The following is a summary of selected information appearing elsewhere in this prospectus supplement, the accompanying
prospectus and the documents incorporated herein by reference. This summary is not complete and does not contain all the information
that may be important to you. You should carefully read this entire prospectus supplement, the accompanying prospectus and the
documents incorporated herein by reference to understand fully the terms of the notes, as well as the tax and other considerations that
are important in making your investment decision. Unless the context requires otherwise or we specifically indicate otherwise, the terms
"Ensco," "Company," "we," "us" and "our" refer to Ensco plc together with all subsidiaries and predecessors. For purposes of this
prospectus supplement, the twelve month period ended September 30, 2017 is referred to herein as the "LTM Period" or "LTM."
Ensc o plc
Ensco is a global offshore contract drilling company. We currently own and operate an offshore drilling rig fleet of 62 rigs, including
three rigs that we currently have under construction, with drilling operations in most of the strategic markets around the globe. Our rig
fleet consists of 12 drillships, 11 dynamically positioned semisubmersible rigs, four moored semisubmersible rigs and 38 jackup rigs.
Our offshore rig fleet is the world's largest amongst competitive, publicly-traded contract drillers and includes one of the newest ultra-
deepwater fleets in the industry and a leading premium jackup fleet.
Our customers include many of the leading national and international oil companies, in addition to many independent operators.
We are among the most geographically diverse offshore drilling companies, with current operations and drilling contracts spanning
14 countries on six continents. The markets in which we operate include the U.S. Gulf of Mexico, Mexico, Brazil, the Mediterranean, the
North Sea, the Middle East, West Africa, Australia and Southeast Asia.
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 supplement or the accompanying prospectus.
Re c e nt De ve lopm e nt s
On October 6, 2017, we completed our acquisition of Atwood Oceanics, Inc. ("Atwood"). The acquisition is expected to strengthen
our position as the leader in offshore drilling across a wide range of water depths around the world. The acquisition significantly
enhances the capabilities of our rig fleet and improves our ability to meet future customer demand with the highest-specification assets.
Total consideration delivered to Atwood shareholders in the acquisition consisted of 132.2 million Class A ordinary shares. In addition,
we utilized acquired cash of $445.4 million and cash on hand from the liquidation of short-term investments to repay Atwood's debt and
accrued interest of $1.3 billion. Following the acquisition, we continue to focus on our fleet management strategy in light of the new
composition of our rig fleet and are reviewing our fleet as we continue positioning Ensco for the future. As part of our review, we may
act opportunistically from time to time to monetize assets in order to further enhance the company's liquidity profile, in addition to selling
or disposing of older, lower-specification or non-strategic rigs.
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In October 2017, we amended our revolving credit facility ("Credit Facility") to extend the final maturity date by two years.
Previously, our Credit Facility had a borrowing capacity of $2.25 billion through September 2019 that declined to $1.13 billion through
September 2020. Subsequent to the amendment, our borrowing capacity is $2.0 billion through September 2019 and declines to
$1.3 billion through September 2020 and to $1.2 billion through September 2022. The credit agreement governing our Credit Facility
includes an accordion feature allowing us to increase the commitments expiring in September 2022 up to an aggregate amount not to
exceed $1.5 billion. The amendment to the Credit Facility also added guarantees from certain of our rig-owning subsidiaries. As of
September 30, 2017, we were in compliance in all material respects with our covenants under the Credit Facility. We had no amounts
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outstanding under the Credit Facility as of September 30, 2017 and December 31, 2016.
We estimate our backlog was $2.8 billion as of December 31, 2017 as compared to $3.2 billion, on a pro forma basis adjusted for
the Atwood acquisition, as of September 30, 2017. The reduction is the result of a $260 million decline in backlog with respect to our
floaters primarily due to revenues realized during the fourth quarter, partially offset by new contract awards for ENSCO 8504,
ENSCO 8503 and ENSCO 8505. In addition, our jackup backlog declined by $110 million primarily due to revenues realized during the
fourth quarter, partially offset by new contract awards for ENSCO 107 and ENSCO 75.
From time to time and particularly during a market downturn, customers may seek to engage in discussions regarding revised
commercial terms. We are currently engaged in such discussions with our customer for the ENSCO DS-8 drilling contract. Our
experience with these discussions are that they can lead to a blend and extend arrangement, no change to the contract or termination
according to the termination for convenience provisions of the contract. There can be no assurance that we will be able to come to an
agreement with our customer to revise the commercial terms of the ENSCO DS-8 drilling contract or that the contract will not be
terminated.
If we negotiate a blend and extend arrangement with our ENSCO DS-8 customer, the contract term would be extended but the
day rate would be reduced for all or some portion of the contract term. If we are unable to reach an agreement on revised mutually
beneficial commercial terms, the parties will remain subject to the terms of the DS-8 contract which provide that if the contract were
terminated by the customer for convenience, Ensco would be paid daily termination fees through November 2020. For the first 90 days
following any such termination, the daily termination fee paid by the customer would be equal to the then current operating day rate,
currently approximately $620,000. For the remaining term through November 2020, the daily termination fee would be equal to 75% of
the then current operating day rate, currently approximately $465,000. If the contract were terminated for convenience and the ENSCO
DS-8 were re-contracted prior to November 2020 for a day rate less than the operating day rate, the customer would be obligated to
compensate us for any difference between the re-contracted operating rate and the full operating day rate through to the end of the
DS-8 contract. In accordance with these contract terms, if the drillship were to be re-contracted after such a termination, we would not
anticipate that our financial results would be materially impacted during the re-contracted period. While we believe that the ENSCO DS-
8's technical capabilities and operational excellence make the drillship a marketable asset, should the drillship not be re-contracted
after a termination for convenience, the reduction in dayrate over the remaining term of the contract would be substantially offset by a
reduction in operating costs, and we would expect no more than a $15 million per annum EBITDA impact for the remaining term
through November 2020.
S-2
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Conc urre nt T e nde r Offe rs
Concurrently with this notes offering, we are conducting cash tender offers for up to $985.0 million aggregate purchase price,
subject to increase or decrease and exclusive of accrued interest, of our (i) 8.500% Senior Notes due 2019 (the "2019 notes"),
(ii) 6.875% Senior Notes due 2020 (the "2020 notes") and (iii) 4.700% Senior Notes due 2021 (the "2021 notes" and, together with the
2019 notes and the 2020 notes, the "repurchase notes") issued by us and Pride International, Inc., our wholly owned subsidiary
("Pride"). The tender offers are scheduled to expire at 11:59 p.m., New York City time, on February 7, 2018, subject to our right to
extend each tender offer. As of September 30, 2017, there was $237.5 million aggregate principal amount of 2019 notes outstanding,
$450.9 million aggregate principal amount of 2020 notes outstanding and $269.7 million aggregate principal amount of 2021 notes
outstanding. We intend to fund the purchase of the repurchase notes in the tender offers with the net proceeds from this offering. The
tender offers are being made pursuant to an offer to purchase dated as of January 10, 2018 issued in connection with the tender offers.
This prospectus supplement is not an offer to purchase any of the repurchase notes.
The closing of the tender offers are conditioned on, among other things, the completion of this offering and our having obtained
net proceeds from this offering (after underwriting discount but before expenses) sufficient to pay the aggregate purchase price of the
repurchase notes in the tender offers, which conditions may be waived at our option; however, this offering is not conditioned on the
closing of the tender offers. We are permitted, among other things, to amend, extend or terminate each tender offer, and there is no
assurance that any of the tender offers will be consummated in accordance with its terms, or at all. Deutsche Bank Securities Inc.,
Citigroup Global Markets Inc., BNP Paribas Securities Corp., DNB Markets, Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Skandinaviska Enskilda Banken AB (publ) are acting as dealer managers
for the tender offers. See "Use of Proceeds" and "Capitalization."
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T he Offe ring
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The "Description of Notes" section of this prospectus supplement contains a more detailed
description of the terms and conditions of the notes. In this section, "Ensco," "we" or "our" refers to Ensco plc and not any of its
subsidiaries.
Issuer
Ensco plc
Notes Offered
$1,000,000,000 principal amount of 7.75% Senior Notes due 2026
Maturity Dates
The notes will mature on February 1, 2026.
Interest Rates
Interest on the notes will accrue at a rate of 7.75% per annum.
Interest Payment Dates
Interest on the notes will be payable on February 1 and August 1 of
each year, commencing August 1, 2018, and will accrue from the
issue date.
Ranking
The 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 notes will be structurally
subordinated to any and all existing and future indebtedness, whether
or not secured, and other liabilities of our subsidiaries, including the
guarantees by the subsidiary guarantors under our Credit Facility. In
addition, the 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 September 30, 2017, (i) Ensco and
its subsidiaries had outstanding $4,882.7 million of consolidated
indebtedness (including $958.1 million of repurchase notes
outstanding subject to the tender offers), (ii) Ensco's subsidiaries had
approximately $1,987.9 million of indebtedness (consisting of
$988.4 million ($688.4 million of which are repurchase notes subject
to the tender offers) issued by Pride, $849.5 million issued by Ensco
Jersey Finance Limited and $150.0 million issued by ENSCO
International Incorporated), all of which would have been guaranteed
by Ensco plc, and (iii) none of Ensco or its subsidiaries had any
secured indebtedness. Neither Pride nor Ensco Jersey Finance
Limited has material assets or operations.
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Optional Redemption
We may redeem any or all of the notes, in whole at any time or in
part from time to time prior to their maturity. If we elect to redeem the
notes before November 1, 2025 (three months prior to the maturity
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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 notes on or after the date set forth in the preceding
sentence, we will pay an amount equal to 100% of the principal
amount of the notes redeemed. We also will pay accrued interest on
the notes redeemed to the redemption date. See "Description of
Notes--Optional Redemption."
Change of Control
If a Change of Control Triggering Event occurs (as defined under
"Description of Notes--Change of Control Offer"), unless we have
exercised our option to redeem the notes as described above, we will
be required, subject to certain exceptions, to make an offer to each
holder of notes to repurchase all or any part of that holder's notes for
cash equal to 101% of the principal amount of the notes to be
repurchased, plus accrued and unpaid interest, if any, on those notes
to the repurchase date. See "Description of Notes--Change of
Control Offer" in this prospectus supplement.
Tax Redemption
If certain changes in the law of any relevant Tax Jurisdiction (as
defined in "Description of Notes--Additional Amounts") would require
us to withhold taxes on payments on the notes and pay Additional
Amounts with respect thereto, we may redeem the notes in whole,
but not in part, at a redemption price of 100% of the aggregate
principal amount thereof, together with accrued and unpaid interest, if
any, to the redemption date and all Additional Amounts (as defined
in "Description of Notes"), if any, which otherwise would be payable
to the date of redemption. See "Description of 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 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 absence of such
withholding or deduction. See "Description of Notes--Additional
Amounts."
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Certain Covenants
The indenture governing the 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.
Use of Proceeds
We intend to use a portion of the net proceeds from this offering to
fund the purchase price, including any applicable tender premium,
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and accrued interest payable with respect to the repurchase notes in
the tender offers. We intend to use any remaining net proceeds for
general corporate purposes. See "Use of Proceeds."
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.
Absence of Market
The notes are a new issue of securities with no established trading
market. We cannot provide assurance as to the development or
liquidity of any market for the notes as described in this prospectus
supplement. See "Underwriting."
Listing
We are applying for listing of the notes on the NYSE.
Governing Law
State of New York
Risk Factors
Investing in the notes involves substantial risks. See "Risk Factors" in
this prospectus supplement for a description of certain of the risks
you should consider before investing in the notes.
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SU M M ARY H I ST ORI CAL FI N AN CI AL I N FORM AT I ON
The following table presents Ensco's summary historical financial data as of and for the periods indicated. The information set
forth below should be read in conjunction with Ensco's financial statements and accompanying notes thereto filed with the SEC on
Form 10-K and Form 10-Q and referred to elsewhere in this prospectus supplement. See "Where You Can Find More Information;
Incorporation by Reference." The summary historical financial information set forth below as of and for the years ended December 31,
2016, 2015 and 2014 has been taken from our audited financial statements. The summary historical financial information set below as of
and for the nine month periods ended September 30, 2017 and 2016 has been taken from our unaudited financial statements. We have
derived our consolidated financial information for the LTM Period by adding our summary financial information for the year ended
December 31, 2016 and the summary financial information for the nine months ended September 30, 2017 and subtracting our
summary financial information for the nine months ended September 31, 2016. The unaudited pro forma combined financial data for the
LTM Period reflect adjustments to our historical financial results in connection with our acquisition of Atwood. The unaudited pro forma
combined statement of operations data give effect to the acquisition as if such acquisition had occurred at the beginning of the LTM
Period. The unaudited pro forma combined balance sheet data give effect to the acquisition as if such acquisition had occurred on
September 30, 2017.
The results of operations for the nine months ended September 30, 2017 and the LTM Period are not necessarily indicative of the
results that may be expected for the entire fiscal year ending December 31, 2017 or any future period. Further, the pro forma
information set forth below, while helpful in illustrating the financial characteristics of the combined company under one set of
assumptions, is preliminary and does not reflect the possible impact on the combined company that may result as a consequence of
the acquisition and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the
historical results of the combined company would have been had our companies been combined during the LTM Period. You should
read the data with the historical consolidated financial statements and related notes of Ensco and Atwood contained in their Annual
Reports on Form 10-K for the years ended December 31, 2016 and September 30, 2016, respectively, and their subsequently filed
Quarterly Reports on Form 10-Q for the quarters ended September 30, 2017 (solely as it relates to Ensco), June 30, 2017, March 31,
2017 and December 31, 2016 (solely as it related to Atwood).
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