Item 1.02
Termination of a Material Definitive Agreement.
Credit Facility
In connection with the consummation of the Transaction (as defined below), on October 6, 2017, Atwood Oceanics, Inc. (“Atwood”) and Atwood Offshore Worldwide Limited (“AOWL”) terminated all outstanding commitments under the Amended and Restated Credit Agreement, dated as of April 10, 2014 (as amended from time to time, the “Credit Agreement”), by and among Atwood, as guarantor, AOWL, as borrower, the lenders party thereto and Nordea Bank AB, London Branch, as administrative agent. In connection with the termination of the Credit Agreement, on October 6, 2017, all outstanding obligations for principal, interest and fees under the Credit Agreement were paid off in full, and all liens securing such obligations and guarantees of such obligations were released.
Letter of Credit Facility
In connection with the consummation of the Transaction, on October 5, 2017, AOWL terminated its letter of credit facility under the Continuing Letter of Credit Agreement (Uncommitted), dated as of July 29, 2015 (the “L/C Facility Agreement”), between AOWL and BNP Paribas. No letters of credit or other obligations of AOWL were outstanding under the L/C Facility Agreement at the time of its termination.
Senior Notes (Due February 2020)
On September 6, 2017, Atwood issued a conditional redemption notice (the “Notice”) with respect to its 6.50 % Senior Notes due 2020 (the “Notes”) issued by Atwood under the First Supplemental Indenture, dated as of January 18, 2012, to the Indenture, dated as of January 18, 2012 (collectively, as amended, supplemented or otherwise modified, the “2020 Notes Indenture”), by and between Atwood and The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor to Wells Fargo Bank, National Association, as trustee. With the consummation of the Transaction (as defined below), such conditions were satisfied, and on October 6, 2017, Atwood redeemed all of its outstanding 2020 Notes in accordance with the optional redemption provisions contained in the 2020 Notes Indenture. In connection therewith, the 2020 Notes Indenture has been satisfied and discharged in accordance with its terms and Atwood has been released from its obligations with respect to the 2020 Notes Indenture and the 2020 Notes, except with respect to those provisions of the 2020 Notes Indenture that by their terms survive the satisfaction and discharge.
The descriptions of the Credit Agreement, the L/C Facility Agreement and the Notes contained in Atwood’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016, as updated in its subsequent Quarterly Reports on Form 10-Q, are incorporated in this Item 1.02 by reference.