Diamond Offshore Drilling Inc. Announces Pricing of Senior Convertible Debentures.Business/Energy Editors HOUSTON--(BUSINESS WIRE)--April 6, 2001 Diamond Offshore Drilling Diamond Offshore Drilling, Inc. is a deepwater drilling contractor which provides drilling services to the energy industry. The company's headquarters are located in Houston, Texas, but they have offices in Louisiana, Africa, Australia, Brazil, Indonesia, Scotland, Singapore, and Inc. (NYSE NYSE See: New York Stock Exchange :DO) today announced that it had priced a private placement of 30-year senior convertible debentures Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. at a 25% conversion premium to yesterday's closing price on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. of $39.22 per share of Diamond Offshore common stock. The debentures are convertible into shares of Diamond Offshore common stock at an initial conversion rate of 20.3978 shares per $1,000 principal amount of debentures. The debentures will bear regular cash interest at 1.5% per year. The debentures will bear contingent interest contingent interest n. an interest in real property which, according to the deed (or a will or trust), a party will receive only if a certain event occurs or certain circumstances happen. during any six-month period commencing after April 15, 2008 if the average market price of a debenture for a measurement period preceding such six month period equals 120% or more of the principal amount of the debenture and the Company pays a regular cash dividend during such period. The contingent interest payable per debenture in respect of any six-month period will equal 50% of regular cash dividends paid by the Company per share on the Diamond Offshore common stock during that period multiplied by the conversion rate. Diamond Offshore has the right to redeem the debentures after seven years at a price equal to 100% of the principal amount of the debentures to be redeemed plus accrued and unpaid interest. Holders have the right to require Diamond Offshore to purchase the debentures on April 15, 2008 at a price equal to 100% of the principal amount of the debentures to be purchased plus accrued and unpaid interest. Diamond Offshore may pay such purchase price with either cash or shares of Diamond Offshore common stock or a combination of cash and shares of Diamond Offshore common stock. In addition, holders may require Diamond Offshore to purchase for cash all or a portion of their debentures upon a change of control, as defined in the Indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. under which the debentures are to be issued. Diamond Offshore will issue $400 million principal amount of the debentures and has granted an option to purchase up to an additional $60 million principal amount of debentures to cover any over-allotments. The transaction is expected to result in net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). to Diamond Offshore of $390.5 million, assuming the over-allotment option is not exercised. The Company intends to use the net proceeds for general corporate purposes. Closing of the transaction is scheduled for April 11, 2001 subject to customary closing conditions. This notice does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum Offering Memorandum A legal document stating the objectives, risks, and terms of investment involved with a private placement. Notes: The private placement of hedge funds necessitates the issue of memorandums. . The debentures and the shares of Diamond Offshore common stock issuable upon conversion thereof have not been registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and will not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from the registration requirements. Diamond Offshore is a leader in deep water drilling. The Company's fleet of 45 offshore drilling Offshore drilling typically refers to the act of extracting resources, primarily oil, in an ocean or lake. Controversy As with all oil drilling, there has been a certain level of controversy surrounding the issue. rigs consists of 30 semisubmersibles, 14 jack-ups and one drillship. The fleet operates in the waters of six of the world's seven continents. Statements in this press release that contain "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, include, but are not limited to, statements regarding the timing of and conditions to closing and the amount and use of proceeds. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. A discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements. |
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