EXHIBIT 1.2
Pricing Agreement
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Xxxxxxx, Xxxxx & Co.,
Credit Suisse First Boston Corporation
Salomon Brothers Inc
B.T. Xxxx Xxxxx Incorporated
c/o Goldman, Sachs & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
November 20, 1997
Ladies and Gentlemen:
ENSCO International Incorporated, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated November 20, 1997 (the "Underwriting Agreement"),
between the Company on the one hand and the several Underwriters named in the
pricing agreements executed pursuant thereto, including this Agreement, on the
other hand, to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and sell
to each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the name of such
Underwriter in Schedule I hereto (the 6.75% Notes due November 15, 2007 and the
7.20% Debentures due November 15, 2027 are being purchased separately and not as
a unit).
If the foregoing is in accordance with your understanding, please sign and
return to us seven counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
ENSCO International Incorporated
By: /s/ C. Xxxxxxxxxxx Xxxx
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Name: C. Xxxxxxxxxxx Xxxx
Title: Vice President-Finance
Accepted as of the date hereof:
Xxxxxxx, Xxxxx & Co.
Credit Suisse First Boston Corporation
Salomon Brothers Inc
B.T. Xxxx Xxxxx Incorporated
By: /s/ Xxxxxxx, Sachs & Co.
--------------------------
(Xxxxxxx, Xxxxx & Co.)
On behalf of each of the Underwriters
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SCHEDULE I
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
NOTES DEBENTURES
TO BE TO BE
UNDERWRITER PURCHASED PURCHASED
----------- ------------ ------------
Xxxxxxx, Sachs & Co. $ 37,500,000 $ 37,500,000
Credit Suisse First Boston Corporation 37,500,000 37,500,000
Salomon Brothers Inc 37,500,000 37,500,000
B.T. Xxxx Xxxxx Incorporated 37,500,000 37,500,000
Total $150,000,000 $150,000,000
============ ============
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SCHEDULE II
THE 6.75% NOTES DUE NOVEMBER 15, 2007 AND THE 7.20% DEBENTURES DUE NOVEMBER 15,
2027 ARE BEING PURCHASED SEPARATELY AND NOT AS A UNIT.
6.75% NOTES DUE NOVEMBER 15, 2007
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TITLE OF DESIGNATED SECURITIES: 6.75% NOTES DUE NOVEMBER 15, 2007
AGGREGATE PRINCIPAL AMOUNT: $150,000,000
PRICE TO PUBLIC: 99.982% OF PAR ($149,973,000), PLUS
ACCRUED INTEREST, IF ANY, FROM
NOVEMBER 25, 1997
PURCHASE PRICE BY UNDERWRITERS: 99.332% OF PAR ($148,998,000)
FORM OF DESIGNATED SECURITIES: GLOBAL REGISTERED
SPECIFIED FUNDS FOR PAYMENT
OF PURCHASE PRICE: SAME-DAY FUNDS (WIRE TRANSFER)
TIME OF DELIVERY: NOVEMBER 25, 1997
INDENTURE: INDENTURE DATED AS OF NOVEMBER 20,
1997, AS SUPPLEMENTED BY THE
SUPPLEMENTAL INDENTURE DATED AS OF
NOVEMBER 20, 1997
MATURITY: NOVEMBER 15, 2007
INTEREST RATE: 6.75%
INTEREST PAYMENT DATES: MAY 15 AND NOVEMBER 15 OF EACH YEAR
COMMENCING MAY 15, 1998 (SHORT
FIRST PERIOD)
REDEMPTION PROVISIONS: TREASURY MAKE WHOLE AS DESCRIBED IN
THE PROSPECTUS SUPPLEMENT (TREASURY
XXXXX XXXX 00 XXXXX XXXXXX)
DEFEASANCE PROVISIONS: SECTION 401 OF THE INDENTURE
CLOSING LOCATION FOR DELIVERY OF
DESIGNATED SECURITIES: XXXXXXXX & XXXXXXXX
000 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
NAMES AND ADDRESSES OF REPRESENTATIVES: C/O GOLDMAN, SACHS & CO.
00 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
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7.20% DEBENTURES DUE NOVEMBER 15, 2027
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TITLE OF DESIGNATED SECURITIES: 7.20% NOTES DUE NOVEMBER 15, 2027
AGGREGATE PRINCIPAL AMOUNT: $150,000,000
PRICE TO PUBLIC: 99.582% OF PAR ($149,373,000),
PLUS ACCRUED INTEREST, IF ANY,
FROM NOVEMBER 25, 1997
PURCHASE PRICE BY UNDERWRITERS: 98.707% OF PAR ($148,060,500)
FORM OF DESIGNATED SECURITIES: GLOBAL REGISTERED
SPECIFIED FUNDS FOR PAYMENT
OF PURCHASE PRICE: SAME-DAY FUNDS (WIRE TRANSFER)
TIME OF DELIVERY: NOVEMBER 25, 1997
INDENTURE: INDENTURE DATED AS OF NOVEMBER
20, 1997, AS SUPPLEMENTED BY THE
SUPPLEMENTAL INDENTURE DATED AS
OF NOVEMBER 20, 1997
MATURITY: NOVEMBER 15, 2027
INTEREST RATE: 7.20%
INTEREST PAYMENT DATES: MAY 15 AND NOVEMBER 15 OF EACH
YEAR COMMENCING MAY 15, 1998
(SHORT FIRST PERIOD)
REDEMPTION PROVISIONS: TREASURY MAKE WHOLE AS DESCRIBED
IN THE PROSPECTUS SUPPLEMENT
(TREASURY XXXXX XXXX 00 XXXXX
XXXXXX)
DEFEASANCE PROVISIONS: SECTION 401 OF THE INDENTURE
CLOSING LOCATION FOR DELIVERY OF
DESIGNATED SECURITIES: XXXXXXXX & XXXXXXXX
000 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
NAMES AND ADDRESSES OF REPRESENTATIVES: C/O GOLDMAN, SACHS & CO.
00 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
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