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8-K - FORM 8-K - Valaris Ltd | d82097e8vk.htm |
EX-99.1 - EX-99.1 - Valaris Ltd | d82097exv99w1.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On February 6, 2011, Ensco and Pride entered into a merger agreement pursuant to which,
subject to the conditions set forth therein, a wholly-owned subsidiary of Ensco will merge with and
into Pride, with Pride as the surviving entity and an indirect, wholly-owned subsidiary of Ensco.
Pursuant to the merger agreement, at closing each outstanding share of Prides common stock will be
converted into the right to receive $15.60 in cash and 0.4778 Ensco ADSs. Under certain
circumstances, UK residents may receive all cash consideration as a result of compliance with legal
requirements. The merger will be accounted for using the acquisition method of accounting with
Ensco identified as the acquirer. Under the acquisition method of accounting, Ensco will record all
assets acquired and liabilities assumed at their respective acquisition-date fair values at the
effective time of closing.
Basis of Pro Forma Presentation
The following unaudited pro forma condensed combined financial statements and related notes
combine the historical consolidated balance sheet and statements of income of Ensco and of Pride.
The pro forma balance sheet gives effect to the merger as if it had occurred on March 31, 2011. The
pro forma statements of income for the three-month period ended March 31, 2011 and for the year
ended December 31, 2010 give effect to the merger as if the merger had occurred on January 1, 2010.
The pro forma statements of income for the three-month period ended March 31, 2011 and for the year
ended December 31, 2010 were prepared by combining Enscos historical consolidated statements of
income and Prides historical consolidated statements of income for the respective periods.
The unaudited pro forma condensed combined financial statements are provided for illustrative
purposes only and are not intended to represent or be indicative of the consolidated results of
operations or financial position of the combined company that would have been recorded had the
merger been completed as of the dates presented and should not be taken as representative of future
results of operations or financial position of the combined company. The unaudited pro forma
condensed combined financial statements do not reflect the impacts of any potential operational
efficiencies, cost savings or economies of scale that Ensco may achieve with respect to the
combined operations of Ensco and Pride. Additionally, the pro forma statements of income do not
include non-recurring charges or credits and the related tax effects which result directly from the
transaction. Furthermore, certain reclassifications have been made to Prides historical financial
statements presented herein to conform to Enscos historical presentation.
The unaudited pro forma condensed combined financial statements reflect the estimated merger
consideration expected to be transferred, which does not purport to represent what the actual
merger consideration transferred will be at the effective time of the closing. In accordance with
FASB ASC Topic 805, Business Combinations, as amended (FASB ASC Topic 805), the fair value of
equity securities issued as part of the consideration transferred will be measured on the closing
date of the merger at the then-current market price. Ensco has estimated the total consideration
expected to be issued and paid in the merger to be approximately $7.5 billion, consisting of
approximately $2.8 billion to be paid in cash, approximately $4.7 billion to be paid through the
issuance and delivery of approximately 86 million Ensco ADSs valued at the May 4, 2011 closing
share price of $54.77 per share and the estimated fair value of $29 million of Pride employee
stock options assumed by Ensco, based on the assumption that no Pride employee stock options are
exercised prior to the merger closing.
The cash portion of the merger consideration is expected to be financed through existing cash
and cash equivalents, including proceeds from the issuance in a public offering on March 17, 2011
of $1.0 billion aggregate principal amount of 3.25% senior notes due 2016 and $1.5 billion
aggregate principal amount of 4.70% senior notes due 2021, which are collectively referred to as
the senior notes, and additional short-term debt financing. Pro forma interest expense assumes
the proceeds from the senior notes were outstanding during the first quarter of 2011 and full year
2010, in addition to anticipated short-term debt financing outstanding for the same periods with an
estimated average interest rate of 0.5%. A 0.125% change in the estimated interest rate would have
a nominal corresponding effect on interest expense for the quarter ended March 31, 2011 and for the
year ended December 31, 2010.
1
Under FASB ASC Topic 805, acquisition-related transaction costs (i.e. advisory, legal,
valuation and other professional fees) are not included as a component of consideration transferred
but are accounted for as expenses in the periods in which the costs are incurred. Ensco estimates
that advisory, legal, valuation, and other professional fees and expenses (including amounts
incurred as of March 31, 2011) will total approximately $31 million, debt issuance costs will total
approximately $25 million, ADS issuance costs will total approximately $70 million and change in
control severance for certain Pride employees will total approximately $44 million. Professional
fees and expenses incurred by Pride related to the transaction (including amounts incurred as of
March 31, 2011) are estimated to total approximately $52 million. Moreover, retention awards in the
form of non-vested shares were granted in February 2011 to officers and certain key employees of
Ensco with a total grant-date fair value of $22 million. This amount will be recognized as
compensation expense on a straight-line basis over a three-year period, the non-recurring effect of
which is not included in the unaudited pro forma condensed combined financial statements. After
closing, Ensco expects to incur additional charges and expenses related to restructuring and
integrating the operations of Pride and Ensco, the amount of which has not yet been determined.
As of the date of the unaudited pro forma condensed combined financial statements, the assets
and liabilities of Pride are recorded at their preliminary estimated fair values at the assumed
date of completion of the merger, with the excess of the purchase price over the sum of these fair
values recorded as goodwill. The preliminary estimates of fair values are subject to change based
on the fair values and the final valuations that will be determined as of the closing date of the
merger. Actual results will differ from this unaudited pro forma condensed combined financial
information once Ensco has determined the final merger consideration and completed the detailed
valuation analysis and calculations necessary to finalize the required purchase price allocations.
Accordingly, the final allocations of merger consideration and their effects on its results of
operations may differ materially from the preliminary allocations and unaudited pro forma combined
amounts included herein.
The unaudited pro forma condensed combined financial statements do not constitute statutory
accounts required by the U.K. Companies Act 2006, which for the year ended December 31, 2010 were
prepared in accordance with generally accepted accounting principles in the U.K. and were delivered
to the Registrar of Companies in the U.K. The U.K. statutory accounts included an unqualified
auditors report, which did not contain any references to matters to which the auditors drew
attention by way of emphasis without qualifying the report or any statements under Sections 498(2)
or 498(3) of the U.K. Companies Act 2006.
The unaudited pro forma condensed combined financial statements should be read in conjunction
with the historical consolidated financial statements and accompanying notes contained in the Ensco
and Pride Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
2
ENSCO PLC AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2011
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2011
Ensco | Pride | Pro Forma | Pro Forma | |||||||||||||||||
Historical | Historical | Adjustments | Combined | |||||||||||||||||
ASSETS |
||||||||||||||||||||
CURRENT ASSETS |
||||||||||||||||||||
Cash and cash equivalents |
$ | 3,432 | $ | 46 | $ | (2,513 | )(a) | $ | 965 | |||||||||||
Accounts receivable, net |
269 | 341 | | 610 | ||||||||||||||||
Other |
184 | 77 | 62 | (b) | 323 | |||||||||||||||
Total current assets |
3,885 | 464 | (2,451 | ) | 1,898 | |||||||||||||||
PROPERTY AND EQUIPMENT, NET |
5,259 | 6,373 | 309 | (c) | 11,941 | |||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS |
336 | 10 | 3,242 | (d) | 3,588 | |||||||||||||||
OTHER ASSETS, NET |
185 | 79 | (49 | )(e) | 215 | |||||||||||||||
$ | 9,665 | $ | 6,926 | $ | 1,051 | $ | 17,642 | |||||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||||||
CURRENT LIABILITIES |
||||||||||||||||||||
Accounts payable and accrued liabilities and other |
$ | 452 | $ | 323 | $ | 187 | (f) | $ | 962 | |||||||||||
Short-term debt |
2,463 | | (2,163 | )(g) | 300 | |||||||||||||||
Current maturities of long-term debt |
17 | 30 | | 47 | ||||||||||||||||
Total current liabilities |
2,932 | 353 | (1,976 | ) | 1,309 | |||||||||||||||
LONG-TERM DEBT |
240 | 1,826 | 2,812 | (h) | 4,878 | |||||||||||||||
DEFERRED INCOME TAXES |
350 | 66 | (91) | (i) | 325 | |||||||||||||||
OTHER LIABILITIES |
151 | 102 | 275 | (j) | 528 | |||||||||||||||
TOTAL EQUITY |
5,992 | 4,579 | 31 | (k) | 10,602 | |||||||||||||||
$ | 9,665 | $ | 6,926 | $ | 1,051 | $ | 17,642 | |||||||||||||
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
3
ENSCO PLC AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2011
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2011
Ensco | Pride | Pro Forma | Pro Forma | |||||||||||||||||||||
Historical | Historical | Adjustments | Combined | |||||||||||||||||||||
OPERATING REVENUES |
$ | 362 | $ | 394 | $ | (2 | )(l) | $ | 754 | |||||||||||||||
OPERATING EXPENSES |
||||||||||||||||||||||||
Contract drilling (exclusive of depreciation) |
192 | 263 | | 455 | ||||||||||||||||||||
Depreciation |
59 | 53 | 8 | (m) | 120 | |||||||||||||||||||
General and administrative |
30 | 36 | | 66 | ||||||||||||||||||||
281 | 352 | 8 | 641 | |||||||||||||||||||||
OPERATING INCOME |
81 | 42 | (10 | ) | 113 | |||||||||||||||||||
OTHER INCOME (EXPENSE), NET |
2 | (8 | ) | (14 | )(n) | (20 | ) | |||||||||||||||||
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES |
83 | 34 | (24 | ) | 93 | |||||||||||||||||||
PROVISION FOR INCOME TAXES |
17 | 3 | (6 | )(o) | 14 | |||||||||||||||||||
INCOME FROM CONTINUING OPERATIONS |
$ | 66 | $ | 31 | $ | (18 | ) | $ | 79 | |||||||||||||||
INCOME FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO ENSCO SHARES |
$ | 64 | $ | | (p) | $ | 76 | |||||||||||||||||
EARNINGS PER SHARE FROM CONTINUING OPERATIONS: |
||||||||||||||||||||||||
Basic |
$ | .45 | $ | .17 | $ | | (q) | $ | .34 | |||||||||||||||
Diluted |
$ | .45 | $ | .17 | $ | | (q) | $ | .34 | |||||||||||||||
WEIGHTED-AVERAGE SHARES OUTSTANDING: |
||||||||||||||||||||||||
Basic |
141 | 177 | 86 | (r) | 227 | |||||||||||||||||||
Diluted |
141 | 178 | 87 | (r) | 228 |
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
4
ENSCO PLC AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2010
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2010
Ensco | Pride | Pro Forma | Pro Forma | |||||||||||||||||||||
Historical | Historical | Adjustments | Combined | |||||||||||||||||||||
OPERATING REVENUES |
$ | 1,697 | $ | 1,460 | $ | 23 | (l) | $ | 3,180 | |||||||||||||||
OPERATING EXPENSES |
||||||||||||||||||||||||
Contract drilling (exclusive of depreciation) |
768 | 897 | | 1,665 | ||||||||||||||||||||
Depreciation |
216 | 184 | 38 | (m) | 438 | |||||||||||||||||||
General and administrative |
86 | 104 | | 190 | ||||||||||||||||||||
1,070 | 1,185 | 38 | 2,293 | |||||||||||||||||||||
OPERATING INCOME |
627 | 275 | (15 | ) | 887 | |||||||||||||||||||
OTHER INCOME (EXPENSE), NET |
18 | (23 | ) | (27 | )(n) | (32 | ) | |||||||||||||||||
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES |
645 | 252 | (42 | ) | 855 | |||||||||||||||||||
PROVISION FOR INCOME TAXES |
96 | 9 | (1 | )(o) | 104 | |||||||||||||||||||
INCOME FROM CONTINUING OPERATIONS |
$ | 549 | $ | 243 | $ | (41 | ) | $ | 751 | |||||||||||||||
INCOME FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO ENSCO SHARES |
$ | 535 | $ | | $ | | (p) | $ | 739 | |||||||||||||||
EARNINGS PER SHARE FROM CONTINUING OPERATIONS: |
||||||||||||||||||||||||
Basic |
$ | 3.80 | $ | 1.37 | $ | | (q) | $ | 3.26 | |||||||||||||||
Diluted |
$ | 3.80 | $ | 1.37 | $ | | (q) | $ | 3.25 | |||||||||||||||
WEIGHTED-AVERAGE SHARES OUTSTANDING: |
||||||||||||||||||||||||
Basic |
141 | 176 | 86 | (r) | 227 | |||||||||||||||||||
Diluted |
141 | 176 | 86 | (r) | 227 |
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
5
ENSCO PLC AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The unaudited pro forma condensed combined consolidated financial statements were prepared in
accordance with Securities and Exchange Commission Regulation S-X Article 11, using the acquisition
method of accounting in accordance with FASB ASC Topic 805 and are based on the historical
financial statements of Ensco and Pride as of and for the three-month period ended March 31, 2011
and for the year ended December 31, 2010 after giving effect to the consideration paid by Ensco to
consummate the merger and related financing, as well as pro forma adjustments.
FASB ASC Topic 805 requires, among others, that most assets acquired and liabilities assumed
be recognized at their fair values, as determined in accordance with FASB ASC Topic 820, Fair Value
Measurements (FASB ASC Topic 820), as of the acquisition date. In addition, FASB ASC Topic 805
establishes that the consideration transferred be measured at the closing date of the acquisition
at the then-current market price, which may be different than the amount of consideration disclosed
in these unaudited pro forma condensed combined consolidated financial statements.
FASB ASC Topic 820 defines the term fair value and sets forth the valuation requirements for
any asset or liability measured at fair value and specifies a hierarchy of valuation techniques
based on the nature of the inputs used to develop the fair value measures. Fair value is defined by
FASB ASC Topic 820 as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. This is
an exit price concept for the valuation of the asset or liability and market participants are
assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset
or liability. Fair value measurements for an asset assume the highest and best use by these market
participants. As a result of these standards, Ensco may be required to record assets which are not
intended to be used or sold and/or to value assets at fair value measures that do not reflect
Enscos intended use of those assets. Many of these fair value measurements can be highly
subjective, and it is also possible that other professionals, applying reasonable judgment to the
same facts and circumstances, could develop and support a range of alternative estimated amounts.
Under the acquisition method of accounting, the assets acquired and liabilities assumed will
be recorded as of the completion of the acquisition, primarily at their respective fair values and
added to those of Ensco. Financial statements and reported results of operations of Ensco issued
after completion of the acquisition will reflect these values, but will not be retroactively
restated to reflect the historical financial position or results of operations of Pride.
Under FASB ASC Topic 805, acquisition-related transaction costs (i.e., advisory, legal,
valuation and other professional fees) and certain acquisition-related restructuring charges
impacting the target company are expensed in the period in which the costs are incurred.
Note 2. Accounting Policies
The unaudited pro forma financial information has been compiled in a manner consistent with
the accounting policies of Ensco. Certain reclassifications have been made to Prides historical
financial statements presented herein to conform to Enscos historical presentation.
Note 3. Estimated Merger Consideration and Allocation
The estimated merger consideration is expected to total approximately $7.5 billion based on
Enscos share price of $54.77, which is the closing price of Ensco ADSs traded on the New York
Stock Exchange on May 4, 2011 assuming no exercise of any options to purchase Pride common stock
prior to completion of the merger and that all
6
such options are assumed by Ensco. The value of the
merger consideration will fluctuate based upon changes in the price of shares of Ensco and the
number of Pride common shares and options outstanding at the closing date.
The following table summarizes the components of the estimated merger consideration (dollars
in millions, except per share amounts):
Estimated share consideration payable upon closing: |
||||
180 million outstanding shares of Pride common stock converted to 86 million of Ensco
ADSs using the
exchange ratio of 0.4778 and valued at $54.77 per share |
$ | 4,710 | ||
Estimated cash consideration payable upon closing: |
||||
180 million outstanding shares of Pride common stock at $15.60 per share |
2,808 | |||
Estimated fair value of 3 million vested Pride employee stock options assumed by Ensco |
29 | |||
Merger consideration |
$ | 7,547 | ||
The cash portion of the merger consideration is expected to be financed through existing
cash and cash equivalents, including proceeds from Enscos issuance in a public offering on March
17, 2011 of $1.0 billion aggregate principal amount of 3.25% senior notes due 2016 and $1.5 billion
aggregate principal amount of 4.70% senior notes due 2021, and additional short-term debt
financing.
The table below illustrates the potential impact to the estimated merger consideration payable
resulting from a 10% increase or decrease in Enscos share price as of May 4, 2011 of $54.77. For
the purpose of this calculation, the total number of shares has been assumed to be the same as in
the table above (in millions).
10% increase | 10% decrease | |||||||
in Ensco | in Ensco | |||||||
share price | share price | |||||||
Share consideration |
$ | 5,181 | $ | 4,239 | ||||
Cash consideration |
2,808 | 2,808 | ||||||
Pride employee stock option consideration |
29 | 30 | ||||||
Merger consideration |
$ | 8,018 | $ | 7,077 | ||||
Goodwill |
$ | 3,326 | $ | 2,384 | ||||
The estimated goodwill included in the pro forma adjustments is calculated as the
difference between the estimated merger consideration expected to be transferred and the estimated
fair values assigned to the assets acquired and liabilities assumed. The following table summarizes
the estimated goodwill calculation as of March 31, 2011 (in millions):
Current assets |
$ | 525 | ||
Noncurrent assets |
7,104 | |||
Total assets acquired |
7,629 | |||
Liabilities assumed |
(2,937 | ) | ||
Net assets acquired |
4,692 | |||
Less: Estimated merger consideration |
(7,547 | ) | ||
Estimated goodwill |
$ | 2,855 | ||
This preliminary allocation of the merger consideration is based upon managements estimates,
judgments and assumptions. These estimates, judgments and assumptions are subject to change upon
final valuation and should be treated as preliminary values. The final allocation of consideration
will include changes in (1) Enscos share price, (2) estimated fair values of property and
equipment, (3) allocations to intangible assets and liabilities and (4) other assets and
liabilities. Therefore, actual results may differ once Ensco has determined the final merger
consideration and completed the detailed valuation analysis and calculations necessary to finalize
the required purchase price allocations. Accordingly, the final allocations of merger
consideration, which will be determined
7
subsequent to the closing of the merger, may differ
materially from the estimated allocations and unaudited pro forma combined amounts included herein.
Note 4. Pro Forma Adjustments
(a) Cash and cash equivalents Represents the pro forma adjustments to cash and cash
equivalents as follows (in millions):
Cash provided by financing, net of debt issuance costs |
$ | 295 | ||
Cash paid to Pride shareholders |
(2,808 | ) | ||
$ | (2,513 | ) | ||
(b) Other current assets Represents the pro forma adjustments to record the estimated
fair value of other current assets as follows (in millions):
Estimated fair value of inventory |
$ | 78 | ||
Deferred tax effect of certain pro forma adjustments |
16 | |||
Elimination of Pride historical debt issuance costs |
(4 | ) | ||
Elimination of Pride historical deferred expenses related to contract drilling |
(28 | ) | ||
$ | 62 | |||
The pro forma adjustment to record the estimated fair value of inventory arises from a
difference in Enscos and Prides accounting policy. Inventory consists of consumable parts and
supplies maintained on drilling rigs for use in operations and generally is comprised of items of
low per unit cost and high reorder frequency. The pro forma adjustment to record the estimated fair
value of inventory reflects Enscos estimate of the fair value of consumable parts and supplies
maintained on Prides drilling rigs for use in their operations. Ensco recognizes inventory for
consumable parts and supplies when purchased and subsequently expenses the inventory when consumed
on the drilling rig. Pride has stated its policy is to recognize an expense for consumable parts
and supplies as a period cost when received for use on the drilling rig and, therefore, Prides
historical financial statements do not include an inventory balance.
The pro forma adjustment for the elimination of Pride historical deferred expenses associated
with contract drilling primarily relates to deferred mobilization costs. Costs incurred for the
mobilization of equipment and personnel prior to the commencement of drilling services are deferred
and subsequently amortized by Pride over the term of the related drilling contract. These deferred
costs provide no future economic benefit to Ensco.
(c) Property and equipment, net Represents the pro forma adjustments to historical
amounts to record the estimated fair value of property and equipment.
(d) Goodwill and other intangible assets Represents the pro forma adjustments to record the
estimated fair value of goodwill and other intangible assets as follows (in millions):
Estimated goodwill |
$ | 2,855 | ||
Estimated fair value of Pride drilling contracts |
385 | |||
Estimated fair value of Pride operating leases |
2 | |||
$ | 3,242 | |||
The pro forma adjustment to record the estimated fair value of Pride drilling contracts
represents the intangible assets recognized for firm drilling contracts in place at the pro forma
balance sheet date that have favorable contract terms as compared to current market day rates for
comparable drilling rigs. The various factors considered in the pro forma adjustment are (1) the
contracted day rate for each contract, (2) the remaining term of each contract, (3) the rig class
and (4) the market conditions for each respective rig class at the pro forma balance sheet date.
The intangible assets are calculated based on the present value of the difference in cash inflows
over the remaining contract term as compared to a hypothetical contract with the same remaining
term at an estimated current market day rate using a risk-adjusted discount rate and an estimated
effective income tax rate. The calculated
8
amount is subject to change based on contract positions
and market conditions at the closing date of the merger. This balance will be amortized to
operating revenues over the respective remaining contract terms on a straight-line basis.
(e) Other assets, net Represents the pro forma adjustments to record the estimated fair
value of other assets as follows (in millions):
Deferral of estimated Ensco debt issuance costs |
$ | 5 | ||
Elimination of Pride historical debt issuance costs |
(17 | ) | ||
Elimination of Pride historical deferred expenses related to contract drilling |
(37 | ) | ||
$ | (49 | ) | ||
The pro forma adjustment for the elimination of Pride historical deferred costs
associated with contract drilling primarily relates to deferred mobilization costs and deferred
regulatory inspection costs. Costs incurred for the mobilization of equipment and personnel prior
to the commencement of drilling services are deferred and subsequently amortized by Pride over the
term of the related drilling contract. Deferred regulatory inspection costs are related to periodic
inspections and surveys of each drilling rigs condition. Deferred regulatory inspection costs are
deferred and amortized by Pride over the corresponding inspection periods. These deferred costs
provide no future economic benefit to Ensco.
(f) Accounts payable and accrued liabilities and other Represents the pro forma adjustments
to record the estimated fair value of current liabilities associated with the merger as follows (in
millions):
Estimated fair value of Pride drillship construction contracts |
$ | 47 | ||
Estimated ADS issuance costs |
70 | |||
Estimated Pride transaction costs |
44 | |||
Change in control provisions on Pride benefit plans |
44 | |||
Estimated Ensco transaction costs |
15 | |||
Elimination of Pride historical deferred revenues |
(33 | ) | ||
$ | 187 | |||
The pro forma adjustment for the estimated fair value of Pride drillship construction
contracts relates to an unfavorable construction contract liability recorded as a result of
comparing the firm obligations for the remaining construction of one Pride drillship as of March
31, 2011 to current market rates for the construction of a similar design drilling rig. The
unfavorable construction contract liability is calculated based on the present value of the
difference in cash outflows for the remaining contractual payments as compared to a hypothetical
contract with the same remaining contractual payments at current market rates using a risk-adjusted
discount rate and estimated effective income tax rate.
The pro forma adjustment for change in control provisions in Pride benefit plans relates to
the additional liability that will be incurred upon a change in control for benefits payable to
certain executive officers of Pride as a result of pre-existing employee arrangements. These
benefits include estimated cash severance payments under pre-existing employee arrangements and
other severance benefits, including SERP and tax gross-up payments assuming the transaction
occurred on March 31, 2011.
(g) Short-term debt Represents the reclassification of our senior notes as long-term debt
and the pro forma adjustment to record Enscos estimated short-term debt financing associated with
the merger as follows (in millions):
Reclassification of Enscos senior notes as long-term debt |
$ | (2,463 | ) | |
Estimated Ensco short-term debt financing |
300 | |||
$ | (2,163 | ) | ||
9
Due to certain respective mandatory redemption features, the senior notes were classified as
short-term debt on Enscos historical condensed consolidated balance sheet as of March 31, 2011.
The balance would have been reclassified as long-term debt had the merger been consummated as of
March 31, 2011.
(h) Long-term debt Represents the reclassification of our senior notes as long-term debt and
the pro forma adjustments to adjust Prides debt to its estimated fair value as follows (in
millions):
Reclassification of Enscos senior notes as long-term debt |
$ | 2,463 | ||
Estimated fair value of Pride debt |
349 | |||
$ | 2,812 | |||
Due to certain respective mandatory redemption features, the senior notes were classified
as short-term debt on Enscos historical condensed consolidated balance sheet as of March 31, 2011.
The balance would have been reclassified as long-term debt had the merger been consummated as of
March 31, 2011.
The pro forma adjustment to adjust Prides debt to its estimated fair value was based on
quoted market prices for Prides publicly traded debt and an income approach valuation model for
Prides non-publicly traded debt.
(i) Deferred income tax liabilities Represents the pro forma adjustment to record the
estimated incremental deferred income taxes, which reflects the tax effect of the difference
between the preliminary fair value of Prides assets, other than goodwill, and liabilities recorded
under the acquisition method of accounting and the carryover tax basis of those assets and
liabilities.
(j) Other liabilities Represents the pro forma adjustments to record the estimated fair
value of other liabilities as follows (in millions):
Estimated fair value of Pride drilling contracts |
$ | 290 | ||
Elimination of Pride historical deferred revenues |
(15 | ) | ||
$ | 275 | |||
The pro forma adjustment to record the estimated fair value of Pride drilling contracts
represents the intangible liabilities recognized for firm drilling contracts in place at the pro
forma balance sheet date that have unfavorable contract terms as compared to current market day
rates for comparable drilling rigs. The various factors considered in the pro forma adjustment are
(1) the contracted day rate for each contract, (2) the remaining term of each contract, (3) the rig
class and (4) the market conditions for each respective rig class at the pro forma balance sheet
date. The intangible liabilities are calculated based on the present value of the difference in
cash inflows over the remaining contract term as compared to a hypothetical contract with the same
remaining term at an estimated current market day rate using a risk-adjusted discount rate and an
estimated effective income tax rate. The calculated amount is subject to change based on contract
positions and market conditions at the closing date of the merger. This balance will be amortized
to operating revenues over the respective remaining contract terms on a straight-line basis.
(k) Total equity Represents the pro forma adjustments as follows (in millions):
Ensco share consideration recorded as capital in excess of par value |
$ | 4,701 | ||
Estimated ADS issuance costs |
(70 | ) | ||
Estimated fair value of Pride employee stock options assumed |
29 | |||
Ensco shares issued as part of the merger consideration, par value |
9 | |||
Estimated Ensco transaction costs |
(15 | ) | ||
Estimated Pride transaction costs |
(44 | ) | ||
Elimination of Prides historical shareholders equity |
(4,579 | ) | ||
$ | 31 | |||
(l) Operating revenues Represents the pro forma adjustments for the amortization of
intangible assets and liabilities associated with the estimated fair value of Pride drilling
contracts.
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(m) Depreciation Represents the pro forma adjustments for depreciation of Prides property
and equipment. Prides property and equipment consists primarily of drilling rigs and related
equipment. The pro forma depreciation adjustments relate to the pro forma adjustment to record the
estimated fair value of Prides drilling rigs and related equipment after conforming depreciable
lives and salvage values and computing depreciation using the straight-line
method. Ensco estimated remaining useful lives for Prides drilling rigs ranged from 10 to 35
years based on original estimated useful lives of 30 to 35 years.
(n) Other income (expense), net Represents the pro forma adjustments for incremental
interest expense incurred on the estimated financing to be obtained by Ensco to fund the merger for
the quarter ended March 31, 2011 and for the year ended December 31, 2010 as follows (in millions):
2011 | 2010 | |||||||
Incremental interest expense on Ensco debt financing |
$ | (17 | ) | $ | (105 | ) | ||
Amortization of Ensco debt issuance costs, discounts and other |
(5 | ) | (19 | ) | ||||
Amortization of fair value adjustment to Prides debt |
8 | 30 | ||||||
Assumed additional interest capitalized |
| 67 | ||||||
$ | (14 | ) | $ | (27 | ) | |||
The pro forma adjustment for incremental interest expense incurred assumes the proceeds
from Enscos senior notes were outstanding during the first quarter of 2011 and full year 2010, in
addition to anticipated short-term debt financing outstanding for the same periods with an
estimated average interest rate of 0.5%. A 0.125% change in the estimated interest rate would have
a nominal corresponding effect on interest expense for the quarter ended March 31, 2011 and for the
year ended December 31, 2010.
(o) Provision for income taxes Represents the incremental income tax provision associated
with Enscos pro forma adjustments.
(p) The following is a reconciliation of pro forma income from continuing operations
attributable to Ensco shares for the quarter ended March 31, 2011 and for the year ended December
31, 2010 (in millions):
2011 | 2010 | |||||||
Pro forma income from continuing operations |
$ | 79 | $ | 751 | ||||
Pro forma income from continuing operations attributable to non-vested shares |
(2 | ) | (6 | ) | ||||
Pro forma income from continuing operations attributable to noncontrolling interests |
(1 | ) | (6 | ) | ||||
$ | 76 | $ | 739 | |||||
(q) Earnings per share Pro forma adjustments to reflect the effect of Ensco ADSs issued
to Pride stockholders in connection with the merger.
(r) Weighted-average shares outstanding Represents pro forma adjustments for the quarter
ended March 31, 2011 and for the year ended December 31, 2010 as follows (in millions):
2011 | 2010 | |||||||
Ensco historical weighted-average shares outstanding basic |
141 | 141 | ||||||
ADSs issued to Pride shareholders |
86 | 86 | ||||||
Pro forma weighted-average shares outstanding basic |
227 | 227 | ||||||
Ensco historical weighted-average shares outstanding diluted |
141 | 141 | ||||||
ADSs issued to Pride shareholders and dilutive effect of options assumed in connection
with the merger |
87 | 86 | ||||||
Pro forma weighted-average shares outstanding diluted |
228 | 227 | ||||||
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