Ocean Rig Norway begins tender offer, consent solicitation for 8 3/8% notes

By Angela McDaniels

Tacoma, Wash., March 18 - Ocean Rig ASA announced on Tuesday that its wholly owned subsidiary, Ocean Rig Norway AS, is holding a cash tender offer for its $150 million of 8 3/8% senior secured second-lien notes due 2013.

Ocean Rig Norway is also soliciting consents to amend the note indenture. Holders who tender must submit consent and vice versa.

The tender offer will expire at midnight ET on April 15, and the consent deadline is 5 p.m. ET on April 1, according to a company news release.

The payout for each $1,000 principal amount of notes tendered will equal the present value on the settlement date of all future cash flows on the notes - assuming the notes would be repaid at $1,041.88 on July 1, 2009, the notes' redemption date - determined using the bid-side price for the 4 7/8% U.S. Treasury note due June 30, 2009 at 2 p.m. ET on April 1 plus 50 basis points and minus accrued interest up to but excluding the settlement date.

The total consideration will include a consent payment of $30 for notes tendered by the consent deadline.

The company will also pay accrued interest up to but excluding the settlement date, which is expected to be April 17.

The tender offer is subject to, among other conditions, a financing condition that Ocean Rig said it plans to meet by entering into a $1 billion credit facility with DnB NOR.

Morgan Stanley & Co. Inc. (800 624-1808 or 212 761-5384) is the dealer manager and solicitation agent, and Global Bondholder Services Corp. (212 430-3774 for banks and brokers or toll-free at 866 470-4500) is the information agent and depositary.

Ocean Rig is an oil and gas drilling contractor with a focus on ultra deep-water and harsh-environment areas. The company is based in Stavanger, Norway.

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