Atwood Oceanics — Merger or Acquisition (August 2017)
13 slides from Atwood Oceanics's merger presentation, Aug 15, 2017
Slide 1: Ensco/Atwood: An Overview of Strategic Rationale and Value
Ensco/Atwood: An Overview of Strategic Rationale and Value August 14, 2017 GoBeyond Confidential
Slide 2: Forward-Looking Statements
ENSCO Forward-Looking Statements Statements included in this presentation regarding the proposed transaction, benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance,
Slide 3: Participants in the Solicitation
ENSCO Participants in the Solicitation Ensco and Atwood and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about
Slide 4: A Compelling Transaction for Shareholders
ENSCO A Compelling Transaction for Shareholders The Atwood Transaction Adds High-Specification Assets At Attractive, Below-Market Values, Providing Substantial Upside To Offshore Recovery While Maintaining Financial Flexibility Through 2024 Acquisition of best-in-class assets improves Ensco fleet Hi
Slide 5: Acquisition Renews Fleet and Enhances Capabilities
Acquisition Renews Fleet and Enhances Capabilities Best-In-Class1 Drillships Secure Ensco’s Position In The High Specification UDW Market RIG % of Drillship Fleet that is 33% Best-In-Class1 6 ESV + ATW 50% 4 4 4 4 3 2 0 0 0 ATW DO RDC ORIG ESV SDRL NE PACD All Other 100% 100% 100% 57% 25% 0% 0% 0% n
Slide 6: Recent Marketing Success Supports Timing is Right to Add High-Specification Assets
ENSCO Recent Marketing Success Supports Timing is Right to Add High-Specification Assets Drillship Contract Awards Demonstrate Strong Customer Demand For High-Specification Assets ENSCO DS-4 ENSCO DS-7 Chevron Total committed to better energy • Two-year contract • One-well contract offshore Nigeria
Slide 7: Accretive to Shareholder Value
ENSCO Accretive to Shareholder Value1 Transaction Expected to Generate Double-Digit Accretion In Current Environment While Also Remaining Significantly Accretive in Protracted Recovery Scenarios Illustrative Market Conditions Accretion to ESV Shareholders2 Jackup utilization recovery beginning in 20
Slide 8: Purchase Price Reflects Attractive Implied Per-Floater Valuation
ENSCO Purchase Price Reflects Attractive Implied Per-Floater Valuation Unique Opportunity To Acquire Multiple Offshore Assets Purchase Price Highlights At Significant Discount To Market Values $MM At Offer Current Aggregate Consideration1 2 $1,760 $1,434 Less: Illustrative Jackup Fleet Consideration
Slide 9: ATW Assets Provide Substantial Upside For Ensco Shareholders in Market Recovery
ENSCO ATW Assets Provide Substantial Upside For Ensco Shareholders in Market Recovery Under Recovery Scenarios, Significant Future EBITDA Generation is Expected from Atwood’s Floaters Per-Share Value for Ensco Shareholders ($)2 Dayrates 4.33 $250k $300k $350k es Multipl 5x $2.40 $3.61 $4.81 6x $2.89
Slide 10: Synergies Create Meaningful Value
ENSCO Synergies Create Meaningful Value Following Initial Integration Planning, We Now Expect To Exceed Preliminary Synergy Targets ATW Shore-Based Expenses ($MM) $85 • $65+MM of annual run-rate expense synergies expected beginning in 2019 • 2018 cost synergies are projected to exceed $45MM Operatio
Slide 11: Purchase Price Reflects Ensco's Disciplined Approach to Acquisition
ENSCO Purchase Price Reflects Ensco’s Disciplined Approach to Acquisition Offer In Line With Implied Market Values From Competing Bid Ensco participated in a competitive process Premium at time of offer was less than 10% higher than the market value of prior competing bid, representing ~$10 million
Slide 12: Manageable Debt Maturities in Light of Strong Balance Sheet & Liquidity
ENSCO Manageable Debt Maturities in Light of Strong Balance Sheet & Liquidity Pro Forma Balance Sheet Highlights1 $3.6B of contracted revenue backlog No secured debt & covenant lite capital structure Sufficient liquidity to cover maturities into 2024 Cash & $ ST Inv. Available Revolver 1 2 millions
Slide 13: Go Beyond / Forward-Looking Statements
ENSCO Go Beyond ment Ensco’s Capabilities Forward-Looking Statements Statements included in this release regarding the proposed transaction, benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the trans
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