Friday May 7, 6:02 pm Eastern Time
Company Press Release
SOURCE: Pride International, Inc.
Pride International Announces Terms of Equity Investment
HOUSTON, May 7 /PRNewswire/ -- Pride International, Inc. (NYSE: PDE - news) announced that it has entered into a definitive agreement with a fund managed by First Reserve Corporation under which First Reserve will purchase an aggregate of approximately $80 million of common equity of Pride and one of its affiliates in a private placement. In connection with the investment, William E. Macaulay, Chairman and Chief Executive Officer of First Reserve Corporation, will become a director of Pride.
Under the terms of the agreement, First Reserve will purchase approximately 4.6 million shares of Pride common stock at a purchase price of $11 15/16 per share. First Reserve will pay $25 million of the purchase price for the shares in cash, and will pay the balance by delivery of approximately $77 million principal amount at maturity of Pride's Zero Coupon Convertible Subordinated Debentures Due 2018 that First Reserve has previously acquired (valued at approximately $30 million).
First Reserve has also agreed to invest $25 million in cash in the common equity of a minority owned affiliate of Pride. The equity in the affiliate would be exchangeable after three years (or earlier in certain events) at First Reserve's option for an additional approximately 2.1 million shares of Pride common stock. Pride would have an option to purchase the affiliate stock for cash or Pride common stock once the stock becomes exchangeable for Pride common stock.
The investment in the affiliate is subject to negotiation of acceptable documentation among the parties (including the other owners of the affiliate). If the investment in the affiliate is not completed, First Reserve would instead purchase from Pride approximately 2.1 million shares of Pride common stock for $25 million in cash.
The transaction is subject to Hart-Scott-Rodino clearance and other customary conditions and is expected to be completed by the end of June. First Reserve will have certain registration rights with respect to its shares of Pride common stock, and will be subject to certain agreements with respect to acquiring, disposing and voting Pride common stock.
Pride International, Inc., headquartered in Houston, Texas, is one of the world's largest drilling contractors. The Company provides onshore and offshore drilling, workover and related services in more than 20 countries, operating a diverse fleet of 313 rigs, including three semisubmersible rigs, 17 jackup rigs, nine tender-assisted rigs, four barge rigs, 23 offshore platform rigs and 251 land rigs.
First Reserve Corporation is a private equity firm specializing in the energy industry. Founded in 1980, the firm has offices in Houston, Greenwich, and Denver and manages a portfolio of energy holdings with a market value in excess of $1.75 billion. First Reserve's portfolio companies include Cal Dive International, Weatherford International, Inc., National Oilwell, Inc. and TransMontaigna Inc.
SOURCE: Pride International, Inc. |
