posasr
As filed with the Securities and Exchange Commission on
May 6, 2011
Registration
No. 333-
156705
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
POST EFFECTIVE AMENDMENT
NO. 3
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Ensco plc
(Exact name of registrant as
specified in its charter)
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England and Wales
(State or other jurisdiction
of
incorporation or organization)
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98-0635229
(I.R.S. Employer
Identification Number)
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6 Chesterfield Gardens
London England W1J 5BQ
+44 (0) 20 7659
4660
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
CARY A. MOOMJIAN, JR.
Vice President, General Counsel
and Secretary
Ensco plc
500 North Akard Street,
Suite 4300
Dallas, Texas
75201-3331
+1
(214) 397-3000
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
With a copy to:
Roger W. Bivans
Baker & McKenzie LLP
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201
+1
(214) 978-3095
Approximate date of commencement of proposed sale to the
public: From time to time after this Registration
Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller
reporting company)
CALCULATION
OF REGISTRATION FEE
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Amount to be Registered/
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Proposed Maximum Offering Price per Unit/
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Title of Each Class of
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Proposed Maximum Aggregate Offering Price/
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Securities to be Registered
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Amount of Registration Fee
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Debt Securities
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Class A Ordinary Shares
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Ordinary Shares
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Preference Shares
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Depositary Shares(2)
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$0(1)
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Warrants
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Share Purchase Contracts
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Guarantees
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Units comprising one or more classes of the above securities(3)
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(1)
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An indeterminate aggregate initial
offering price or number of the securities of each identified
class is being registered as may from time to time be issued at
indeterminate prices. Separate consideration may or may not be
received for securities that are issuable on exercise,
conversion or exchange of other securities or that are issued in
units or represented by depositary shares. In accordance with
Rules 456(b) and 457(r) under the Securities Act of 1933,
as amended, the Registrant is deferring payment of all of the
registration fee and will pay the registration fee subsequently
in advance or on a pay-as-you-go basis.
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(2)
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Each depositary share will be
issued under a deposit agreement, will represent an interest in
a fractional share or multiple shares of preferred stock and
will be evidenced by a depositary receipt.
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(3)
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Each unit will be issued under a
unit agreement or indenture and will represent an interest in
two or more debt securities, warrants or share purchase
contracts, which may or may not be separable from one another.
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EXPLANATORY
NOTE
This Post-Effective Amendment No. 3 to Registration
Statement on
Form S-3
(File
No. 333-156705)
(as amended, this Registration Statement) is being
filed pursuant to Rule 413(b) of the Securities Act of
1933, as amended (the Securities Act), by Ensco plc
(the Company), which is the successor issuer to
ENSCO International Incorporated, to add guarantees as
additional securities that may be offered by the Company from
time to time.
PROSPECTUS
Ensco plc
Debt Securities
Class A Ordinary Shares
Preference Shares
Ordinary Shares
Depositary Shares
Warrants
Share Purchase Contracts
Guarantees and
Units
From time to time we, Ensco plc, may offer to sell debt
securities, Class A Ordinary Shares, preference shares,
either separately or represented by depositary shares, ordinary
shares, warrants, share purchase contracts and guarantees, as
well as units that include any of these securities or securities
of other entities. The debt securities, preference shares,
warrants and share purchase contracts may be convertible into or
exercisable or exchangeable for Class A Ordinary Shares,
ordinary shares or preference shares or other securities of our
company or debt or equity securities of one or more other
entities.
We may offer and sell these securities to or through one or more
underwriters, dealers and agents, or directly to purchasers, on
a continuous or delayed basis.
This prospectus describes some of the general terms that may
apply to these securities. The specific terms of any securities
to be offered will be described in a supplement to this
prospectus.
American depositary shares representing our Class A
Ordinary Shares trade on the New York Stock Exchange under the
symbol ESV.
Investing in our securities involves risk. You should
carefully review the risks and uncertainties described under the
heading Risk Factors contained herein and in the
applicable prospectus supplement and any related free writing
prospectus and under similar headings in the other documents
incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is May 6, 2011.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission (the
SEC) using a shelf registration process.
Under this shelf process, we may sell any combination of the
securities described in this prospectus in one or more offerings.
As used in this prospectus, unless we state otherwise or the
context indicates otherwise, references to Ensco,
the Company, we, us or
our refer to Ensco plc and its subsidiaries.
This prospectus provides a general description of the securities
offered by us. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may
also add to, update or change information contained in this
prospectus and, accordingly, to the extent inconsistent,
information in this prospectus shall be superseded by the
information in the prospectus supplement.
The prospectus supplement to be attached to the front of this
prospectus may describe, as applicable: the terms of the
securities offered, the initial public offering price, the price
paid for the securities, net proceeds and the other specific
terms related to the offering of these securities.
You should only rely on the information contained or
incorporated by reference in this prospectus and any prospectus
supplement. We have not authorized any other person to provide
different information. If anyone provides you different or
inconsistent information, you should not rely on it. We are not
making offers to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should not assume that
the information in this prospectus or any prospectus supplement
is accurate as of any date other than the date on the cover of
the applicable document. Our business, financial condition,
results of operations and prospects may have changed since that
date.
WHERE YOU
CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any
reports, statements or other information on file at the
SECs public reference room at 100 F Street,
N.E., Washington, D.C., 20549. Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. The SEC
filings are also available to the public from commercial
document retrieval services and are available at the Internet
website maintained by the SEC at
http://www.sec.gov.
These reports and other information filed by us with the SEC are
also available free of charge at our website at www.enscoplc.com.
We incorporate information into this prospectus by reference,
which means that we disclose important information to you by
referring you to another document filed separately with the SEC.
The information incorporated by reference is deemed to be part
of this prospectus, except to the extent superseded by
information contained herein or by information contained in
documents filed with the SEC after the date of this prospectus.
This prospectus incorporates by reference the documents set
forth below that have been previously filed with the SEC. These
documents contain important information about us and our
financial condition.
Ensco
SEC Filings (SEC File
No. 001-08097)
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Enscos Annual Report on
Form 10-K
for the year ended December 31, 2010;
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Enscos Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2011;
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Enscos Definitive Proxy Statement on Schedule 14A
filed on April 5, 2011; and
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Enscos Current Reports on
Form 8-K
filed December 23, 2009, February 7, 2011,
March 4, 2011, March 8, 2011, March 16, 2011,
March 23, 2011, March 24, 2011, May 2, 2011 and
May 6, 2011.
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We also incorporate by reference into this prospectus additional
documents that Ensco may file with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 from the date of this
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prospectus to the end of the offering of the securities. These
documents may include Annual Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K,
as well as proxy statements. We are not incorporating by
reference any information furnished under items 2.02 or
7.01 (or corresponding information furnished under
item 9.01 or included as an exhibit) in any past or future
Current Report on
Form 8-K
that we may file with the SEC, unless otherwise specified in
such Current Report.
You may obtain copies of any of these filings as described
below, through the SEC or through the SECs Internet
website as described above or through our website as described
above. Documents incorporated by reference are available without
charge, excluding all exhibits unless an exhibit has been
specifically incorporated by reference into this prospectus, by
requesting them in writing or by telephone at:
Investor
Relations
Ensco plc
500 N. Akard Street, Suite 4300
Dallas, Texas 75201
(214) 397-3015
THE INFORMATION CONTAINED IN OUR WEBSITE IS NOT INCORPORATED BY
REFERENCE AND DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS.
FORWARD
LOOKING INFORMATION
The information contained in this Prospectus is accurate only as
of the date hereof.
This Prospectus and documents incorporated herein by reference
contain some forward looking statements that set forth
anticipated results based on managements plans and
assumptions. From time to time, we also provide forward looking
statements in other materials we release to the public, as well
as oral forward looking statements. Such statements give our
current expectations or forecasts of future events; they do not
relate strictly to historical or current facts. We have tried,
wherever possible, to identify such statements by using words
such as anticipate, estimate,
expect, project, intend,
plan, believe, will,
target, forecast and similar expressions
in connection with any discussion of future operating or
financial performance or business plans or prospects. In
particular, these include statements relating to future actions,
business plans and prospects, future performance or results of
current and anticipated products, expenses, interest rates,
foreign exchange rates, the outcome of contingencies, such as
legal proceedings, and financial results.
We cannot guarantee that any forward looking statement will be
realized. Achievement of future results is subject to risks,
uncertainties and potentially inaccurate assumptions. Should
known or unknown risks or uncertainties materialize, or should
underlying assumptions prove inaccurate, actual results could
differ materially from past results and those anticipated,
estimated or projected. You should bear this in mind as you
consider forward looking statements.
You should take care not to place undue reliance on forward
looking statements, which represent our views only as of the
date they are made. We undertake no obligation to publicly
update forward looking statements, whether as a result of new
information, future events or otherwise. You are advised,
however, to consult any further disclosures we make on related
subjects in our Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K
filed with the SEC. Also note that we provide cautionary
discussion of risks, uncertainties and possibly inaccurate
assumptions relevant to our businesses and the proposed merger
with Pride International, Inc. in our Annual Report on
Form 10-K
for the year ended December 31, 2010, and our most recently
filed Quarterly Reports on
Form 10-Q,
and any amendments thereto, and our Registration Statement on
Form S-4,
which was declared effective by the SEC on April 25, 2011.
These are factors that, individually or in the aggregate, may
cause our actual results to differ materially from expected and
historical results. We note these factors for investors as
permitted by the Private Securities Litigation Reform Act of
1995. You should understand that it is not possible to predict
or identify all such factors. Consequently, you should not
consider those factors to be a complete discussion of all
potential risks or uncertainties.
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RISK
FACTORS
Investing in our securities involves significant risks. Before
making an investment decision, you should carefully consider the
risks and other information we include or incorporate by
reference in this prospectus. In particular, you should consider
the risk factors set forth in our most recent Annual Report on
Form 10-K
filed with the SEC, as those risk factors are amended or
supplemented by subsequent Quarterly Reports on
Form 10-Q.
The risks and uncertainties we have described are not the only
ones facing us. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect
our business operations. Additional risk factors may be included
in a prospectus supplement relating to a particular series or
offering of securities.
THE
COMPANY
Ensco plc is an English public limited company formed in 2009 in
connection with our redomestication from Delaware to England.
Our predecessor, ENSCO International Incorporated, was formed as
a Texas corporation in 1975 and reincorporated in Delaware in
1987. In connection with our redomestication to England, each
issued and outstanding share of common stock of ENSCO
International Incorporated was converted into the right to
receive one American depositary share (ADS), each
representing one Class A ordinary share, nominal value
$0.10 per share, of Ensco plc.
We are a global offshore contract drilling company. As of
March 31, 2011, our offshore rig fleet included 40 jackup
rigs, five ultra-deepwater semisubmersible rigs and one barge
rig. Additionally, we have three ultra-deepwater semisubmersible
rigs under construction and recently announced that we have
ordered the construction of two new ultra-premium, harsh
environment jackup rigs. We are one of the leading providers of
offshore contract drilling services to the international oil and
gas industry. Our customers include major integrated oil and
natural gas companies, state-owned national oil companies and
independent oil and natural gas companies. Our operations are
concentrated in the geographic regions of Asia Pacific (which
includes Asia, the Middle East and Australia), Europe and
Africa, and North and South America.
Our ADSs are listed on the NYSE and trade under the symbol
ESV.
On February 6, 2011, Ensco plc entered into an Agreement
and Plan of Merger with Pride International, Inc., a Delaware
corporation (Pride), ENSCO International
Incorporated, a Delaware corporation and a wholly-owned
subsidiary and predecessor of Ensco, and ENSCO Ventures LLC, a
Delaware limited liability company and an indirect, wholly-owned
subsidiary of Ensco (Merger Sub). Pursuant to the
merger agreement and subject to the conditions set forth
therein, Merger Sub will merge with and into Pride, with Pride
as the surviving entity and an indirect, wholly-owned subsidiary
of Ensco (the Merger).
Our registered office and principal executive offices are
located at 6 Chesterfield Gardens, London, England W1J 5BQ and
its telephone number is +44 (0) 20 7659 4660.
USE OF
PROCEEDS
We intend to use the net proceeds from the sales of the
securities for general corporate purposes unless otherwise set
forth in the applicable prospectus supplement.
RATIO OF
EARNINGS TO FIXED CHARGES
For the purpose of computing the ratio of earnings to fixed
charges, earnings consist of income from continuing
operations before income taxes, fixed charges and amortization
of capitalized interest, less income from continuing operations
before income taxes attributable to noncontrolling interests and
interest capitalized. Fixed charges consist of
interest expensed and capitalized and estimates of interest
within rental expense. The ratios were calculated by dividing
the sum of the fixed charges into the sum of the earnings. The
following ratios do not reflect the Merger. Our consolidated
ratio of earnings to fixed charges for each of the
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fiscal years ended December 31, 2006 through 2010 and the
three months ended March 31, 2011 are set forth below:
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Three Months
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Ended
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Year Ended December 31,
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March 31, 2011
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2010
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2009
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2008
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2007
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2006
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Ratio of earnings to fixed charges
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4.4
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24.4
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36.7
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48.8
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30.3
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23.6
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The pro forma ratios of earnings to fixed charges for the year
ended December 31, 2010 and the three months ended
March 31, 2011 reflecting the Merger are set forth below:
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Three Months
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Year Ended
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Ended
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December 31,
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March 31, 2011
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2010
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Ratio of earnings to fixed charges
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1.8
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3.6
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DESCRIPTION
OF DEBT SECURITIES
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. The debt securities we may offer pursuant to this
prospectus will be general unsecured obligations of Ensco plc
and will be senior, senior subordinated or subordinated debt.
Our unsecured senior debt securities will be issued under an
indenture to be entered into by us and Deutsche Bank
Trust Company Americas or another trustee to be named in a
prospectus supplement. The unsecured senior subordinated debt
securities will be issued under a separate indenture to be
entered into by us and Deutsche Bank Trust Company Americas
or another trustee to be named in a prospectus supplement. The
unsecured subordinated debt securities will be issued under a
separate indenture to be entered into by us and Deutsche Bank
Trust Company Americas or another trustee to be named in a
prospectus supplement.
A form of senior debt indenture is filed as an exhibit to the
registration statement of which this prospectus is a part and is
incorporated by reference into this prospectus. Forms of the
senior subordinated debt indenture and the subordinated debt
indenture are filed as exhibits to the registration statement of
which this prospectus is a part and are incorporated by
reference into this prospectus. You should refer to the
applicable indenture for more specific information.
The senior debt securities will rank equally with each other and
with all of our other unsecured and unsubordinated indebtedness.
Our senior debt securities will effectively be subordinated to
our secured indebtedness, including amounts we have borrowed
under any secured revolving or term credit facility and ship
mortgages or bonds, and the liabilities of our subsidiaries. The
senior subordinated debt securities will be subordinate and
junior in right of payment, as more fully described in an
indenture and in any applicable supplement to the indenture, to
the senior indebtedness designated in such indenture or
supplemental indenture. The subordinated debt securities will be
subordinate and junior in right of payment, as more fully
described in an indenture and in any applicable supplement to
the indenture, to all of our senior and senior subordinated
indebtedness.
We will include the specific terms of each series of the debt
securities being offered in a supplement to this prospectus.
DESCRIPTION
OF CLASS A ORDINARY SHARES
For a full description of our Class A Ordinary Shares, par
value $0.10 per share (the Class A Ordinary
Shares) and the American Depositary Shares (the
ADSs) representing the Class A Ordinary Shares,
please see the documents identified in the section Where
You Can Find More Information; Incorporation by Reference
in this prospectus.
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DESCRIPTION
OF PREFERENCE SHARES
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. Also, in this section, references to
holders mean those who own preference shares
registered in their own names, on the books that the registrar
or we maintain for this purpose, and not those who own
beneficial interests in preference shares registered in street
name or in shares issued in book-entry form through one or more
depositaries.
The description set forth below is only a summary and is not
complete. For more information regarding the preference shares
which may be offered by this prospectus, please refer to the
applicable prospectus supplement, our articles of association,
which is incorporated by reference as an exhibit to the
registration statement of which this prospectus forms a part,
and any certificate of designations establishing a series of
preference shares, which will be filed with the SEC as an
exhibit to or incorporated by reference in the registration
statement at or prior to the time of the issuance of that series
of preference shares.
Our articles of association authorize us to issue shares,
including preference shares in one or more series, with the
number of shares of each series and the rights, preferences and
limitations of each series to be determined by our board of
directors. Our board has been authorized to allot and issue up
to a nominal amount of US$30,000,000 unclassified shares, which
may include preference shares, which would generally be afforded
preferences regarding dividends and liquidation rights over
Class A Ordinary Shares. Such authority to issue preference
shares will continue until December 14, 2014 and thereafter
it must be renewed, but we may seek renewal more frequently for
additional terms not to exceed five years from the date of any
such further authorization.
We will include the specific terms of each series of the
preference shares being offered in a supplement to this
prospectus.
DESCRIPTION
OF ORDINARY SHARES
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. Also, in this section, references to
holders mean those who own ordinary shares of Ensco
registered in their own names, on the books that the registrar
or we maintain for this purpose, and not those who own
beneficial interests in ordinary shares registered in street
name or in shares issued in book-entry form through one or more
depositaries.
The description set forth below is only a summary and is not
complete. For more information regarding the ordinary shares
which may be offered by this prospectus, please refer to the
applicable prospectus supplement, our articles of association,
which is incorporated by reference as an exhibit to the
registration statement of which this prospectus forms a part,
and any certificate of designations or other instrument
establishing a series of ordinary shares, which will be filed
with the SEC as an exhibit to or incorporated by reference in
the registration statement at or prior to the time of the
issuance of that series of ordinary shares.
Our articles of association authorize us to allot and issue
shares in one or more series, and to grant rights to subscribe
for or to convert or exchange any security into or for shares of
the company or its successors, in one or more series, which we
may determine to issue as or with the same rights, preferences
and limitations as ordinary shares or otherwise, as determined
by our board of directors. Our board has been authorized to
issue up to a nominal amount of US$30,000,000 unclassified
shares, which may include ordinary or other shares which may
rank pari passu or junior to Class A Ordinary Shares in
terms of dividends or liquidation rights. We will include the
specific terms of each series of the ordinary shares being
offered in a supplement to this prospectus.
DESCRIPTION
OF DEPOSITARY SHARES
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. We may, at our option, elect to offer fractional
shares of preference shares, rather than full preference. If we
exercise this option, we will issue receipts for depositary
shares, each of
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which will represent a fraction of a share of a particular
series of preference shares, to be described in an applicable
prospectus supplement.
The preference shares represented by depositary shares will be
deposited under a deposit agreement between us and a bank or
trust company selected by us and having its principal office in
the United States and having a combined capital and surplus of
at least $50,000,000. Subject to the terms of the deposit
agreement, each owner of a depositary share will be entitled, in
proportion to the applicable preference share or fraction
thereof represented by the depositary share, to all of the
rights and preferences of the preference share represented
thereby, including any dividend, voting, redemption, conversion
and liquidation rights. The depositary shares will be evidenced
by depositary receipts issued pursuant to the deposit agreement.
The particular terms of the depositary shares offered by any
prospectus supplement will be described in the prospectus
supplement, which will also include a discussion of certain
United States federal income tax consequences.
A copy of the form of deposit agreement, including the form of
depositary receipt, will be included as an exhibit to the
registration statement of which this prospectus is a part.
DESCRIPTION
OF WARRANTS
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. We may issue warrants to purchase Class A
Ordinary Shares, preference shares and debt securities. Each
warrant will entitle the holder to purchase for cash a number of
Class A Ordinary Shares or preference shares or the
principal amount of debt securities at the exercise price as
will in each case be described in, or can be determined from,
the applicable prospectus supplement relating to the offered
warrants.
Warrants may be issued independently or together with any
securities and may be attached to or separate from the
securities. The warrants will be issued under warrant agreements
to be entered into between us and a bank or trust company, as
warrant agent. You should read the particular terms of the
warrants, which will be described in more detail in the
applicable prospectus supplement. The particular terms of any
warrants offered by any prospectus supplement, and the extent to
which the general provisions summarized below may apply to the
offered securities, will be described in the prospectus
supplement.
The applicable prospectus supplement will describe the terms of
warrants we offer, the warrant agreement relating to the
warrants and the certificates representing the warrants,
including, to the extent applicable:
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the title of the warrants;
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the aggregate number of warrants;
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the price or prices at which the warrants will be issued;
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the currency or currencies, including composite currencies or
currency units, in which the price of the warrants may be
payable;
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the designation, number or aggregate principal amount and terms
of the securities purchasable upon exercise of the warrants, and
the procedures and conditions relating to the exercise of the
warrants;
|
|
|
|
the date on which the right to exercise the warrants will
commence, and the date on which the right will expire;
|
|
|
|
the designation and terms of any related securities with which
the warrants are issued, and the number of the warrants issued
with each security;
|
|
|
|
the currency or currencies, including composite currencies or
currency units, in which any principal, premium, if any, or
interest on the securities purchasable upon exercise of the
warrants will be payable;
|
|
|
|
the date, if any, on and after which the warrants and the
related securities will be separately transferable;
|
6
|
|
|
|
|
the maximum or minimum number of warrants which may be exercised
at any time;
|
|
|
|
any other specific terms of the warrants; and
|
|
|
|
if appropriate, a discussion of material United States federal
income or U.K. tax considerations.
|
DESCRIPTION
OF SHARE PURCHASE CONTRACTS
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. We may issue share purchase contracts representing
contracts obligating holders to purchase from us, and us to sell
to the holders, a specified or varying number of our
Class A Ordinary Shares, preference shares or depositary
shares at a future date or dates. Alternatively, the share
purchase contracts may obligate us to purchase from holders, and
obligate holders to sell to us, a specified or varying number of
Class A Ordinary Shares, preference shares or depositary
shares. The price per share of our Class A Ordinary Shares,
preference shares or depositary shares and number of shares of
our Class A Ordinary Shares may be fixed at the time the
share purchase contracts are entered into or may be determined
by reference to a specific formula set forth in the share
purchase contracts.
The applicable prospectus supplement will describe the terms of
any share purchase contract. The share purchase contracts will
be issued pursuant to documents to be issued by us. You should
read the particular terms of the documents, which will be
described in more detail in the applicable prospectus supplement.
DESCRIPTION
OF GUARANTEES
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. We may issue guarantees of debt securities and
other securities. The applicable prospectus supplement will
describe the terms of any guarantees. The guarantees will be
issued pursuant to documents to be issued by us. You should read
the particular terms of the documents, which will be described
in more detail in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
In this description, references to Ensco, the
company, we, us or
our refer only to Ensco plc and not to any of our
subsidiaries. We may issue units of securities consisting of one
or more share purchase contracts, warrants, debt securities,
guarantees, Class A Ordinary Shares, preference shares,
depositary shares or any combination thereof. The applicable
prospectus supplement will describe the terms of any units and
the securities comprising the units, including whether and under
what circumstances the securities comprising the units may or
may not be traded separately. The units will be issued pursuant
to documents to be issued by us. You should read the particular
terms of the documents, which will be described in more detail
in the applicable prospectus supplement.
PLAN OF
DISTRIBUTION
We will set forth in the applicable prospectus supplement a
description of the plan of distribution of the securities that
may be offered pursuant to this prospectus.
LEGAL
MATTERS
The validity of the securities will be passed upon for us by
Baker & McKenzie LLP, London, England and may also be
passed upon by Baker & McKenzie LLP, Dallas, Texas.
7
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements of Ensco plc and
subsidiaries as of December 31, 2010 and 2009, and for each
of the years in the three-year period ended December 31,
2010, and managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2010 have been incorporated herein in reliance
upon the reports of KPMG LLP, independent registered public
accounting firm, and upon the authority of said firm as experts
in accounting and auditing.
With respect to the unaudited interim financial information of
Ensco plc for the periods ended March 31, 2011 and 2010,
incorporated by reference herein, the independent registered
public accounting firm has reported that they applied limited
procedures in accordance with professional standards for a
review of such information. However, their separate report
included in Enscos quarterly report on
Form 10-Q
for the quarter ended March 31, 2011, and incorporated by
reference herein, states that they did not audit and they do not
express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature
of the review procedures applied. The independent registered
public accounting firm is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 (the
1933 Act) for their report on the unaudited interim
financial information of Ensco plc because that report is not a
report or a part of the registration
statement prepared or certified by the independent registered
public accounting firm within the meaning of Sections 7 and
11 of the 1933 Act.
The consolidated financial statements of Pride International,
Inc. as of December 31, 2010 and 2009, and for each of the
years in the three-year period ended December 31, 2010, and
managements assessment of the effectiveness of internal
control over financial reporting as of December 31, 2010
have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.
8
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
*1
|
.1
|
|
Form of Underwriting Agreement.
|
|
**4
|
.1
|
|
Articles of Association of Ensco International plc (incorporated
by reference to Exhibit 99.1 to the Registrants
Current Report on
Form 8-K
on December 16, 2009).
|
|
**4
|
.2
|
|
Certificate of Incorporation on Change of Name (incorporated by
reference to Exhibit 3.1 to the Registrants Current
Report on
Form 8-K
filed on April 1, 2010, File
No. 1-8097).
|
|
**4
|
.3
|
|
Deposit Agreement, dated as of September 29, 2009, by and
among ENSCO International Limited (now known as Ensco plc),
Citibank, N.A., as Depositary, and the holders and beneficial
owners of American Depositary Shares issued thereunder
(incorporated by reference to Exhibit 4.1 to the
Registration Statement on
Form S-4
(File
No. 333-162975)
filed by Ensco International plc on November 9, 2009).
|
|
**4
|
.4
|
|
Form of American Depositary Receipt for American Depositary
Shares representing Deposited Class A Ordinary Shares of
Ensco plc (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed on April 1, 2010, File
No. 1-8097).
|
|
**4
|
.5
|
|
Indenture, dated November 20, 1997, between ENSCO
International Incorporated and Bankers Trust Company, as
Trustee (incorporated by reference to Exhibit 4.1 to the
Companys Current Report on
Form 8-K
dated November 24, 1997).
|
|
**4
|
.6
|
|
First Supplemental Indenture, dated November 20, 1997,
between the ENSCO International Incorporated and Bankers
Trust Company, as trustee, supplementing the Indenture
dated as of November 20, 1997 (incorporated by reference to
Exhibit 4.2 to the Registrants Current Report on
Form 8-K
dated November 24, 1997).
|
|
**4
|
.7
|
|
Second Supplemental Indenture dated December 23, 2009,
among ENSCO International Incorporated, Ensco International plc
and Deutsche Bank Trust Company Americas, as trustee
(incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
dated December 23, 2009).
|
|
**4
|
.8
|
|
Form of Debenture (incorporated by reference to Exhibit 4.4
to the Companys Current Report on
Form 8-K
dated November 24, 1997).
|
|
**4
|
.9
|
|
Form of Senior Debt Indenture.
|
|
*4
|
.10
|
|
Form of Senior Debt Securities.
|
|
**4
|
.11
|
|
Form of Senior Subordinated Debt Indenture.
|
|
*4
|
.12
|
|
Form of Senior Subordinated Debt Securities.
|
|
**4
|
.13
|
|
Form of Subordinated Debt Indenture.
|
|
*4
|
.14
|
|
Form of Subordinated Debt Securities.
|
|
*4
|
.15
|
|
Form of Certificate of Designations of Preference Shares.
|
|
*4
|
.16
|
|
Form of Deposit Agreement.
|
|
*4
|
.17
|
|
Form of Depositary Agreement.
|
|
*4
|
.18
|
|
Form of Warrant Agreement.
|
|
*4
|
.19
|
|
Form of Warrant Certificate.
|
|
*4
|
.20
|
|
Form of Share Purchase Contract.
|
|
*4
|
.21
|
|
Form of Unit Agreement.
|
|
**4
|
.22
|
|
Indenture dated as of March 17, 2011 by and between Ensco plc
and Deutsche Bank Trust Company Americas, as trustee.
|
|
**4
|
.23
|
|
Supplemental Indenture as of March 17, 2011 by and between Ensco
plc and Deutsche Bank Trust Company Americas, as trustee.
|
|
**5
|
.1
|
|
Legal Opinion of Baker & McKenzie LLP, London.
|
II-1
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
**5
|
.2
|
|
Legal Opinion of Baker & McKenzie LLP, U.S.
|
|
5
|
.3
|
|
Legal Opinion of Baker & McKenzie LLP, U.S.
|
|
12
|
.1
|
|
Statement regarding computation of ratio of earnings to fixed
charges.
|
|
15
|
.1
|
|
Letter Regarding Unaudited Interim Financial Information.
|
|
23
|
.1
|
|
Consent of KPMG LLP, Independent Registered Public Accounting
Firm of Ensco plc.
|
|
23
|
.2
|
|
Consent of KPMG LLP, Independent Registered Public Accounting
Firm of Pride International, Inc.
|
|
**23
|
.3
|
|
Consent of Baker & McKenzie LLP, London (included in
Exhibit 5.1).
|
|
**23
|
.4
|
|
Consent of Baker & McKenzie LLP, U.S. (included in Exhibit
5.2).
|
|
23
|
.5
|
|
Consent of Baker & McKenzie LLP, U.S. (included in Exhibit
5.3).
|
|
*25
|
.1
|
|
Form T-1 Statement of Eligibility under Trust Indenture Act of
1939 of Trustee under Senior Debt Indenture.
|
|
*25
|
.2
|
|
Form T-1 Statement of Eligibility under Trust Indenture Act of
1939 of Trustee under Senior Subordinated Debt Indenture.
|
|
*25
|
.3
|
|
Form T-1 Statement of Eligibility under Trust Indenture Act of
1939 of Trustee under Subordinated Debt Indenture.
|
|
**25
|
.4
|
|
Statement of Eligibility of Trustee, Deutsche Bank Trust Company
Americas, on Form T-1 (incorporated by reference to Form 305(b)2
filed on March 15, 2011, File No. 333-156705).
|
|
|
|
* |
|
To be filed either by amendment or as an exhibit to a report
filed under the Securities Exchange Act of 1934 and incorporated
by reference to this registration statement. |
|
** |
|
Filed previously. |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Post-Effective Amendment No. 3 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of London,
England, United Kingdom, on the 6th day of May, 2011.
ENSCO PLC
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|
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By:
|
/s/ James
W. Swent III
|
James W. Swent III
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post Effective Amendment No. 3 to the Registration
Statement on
Form S-3
(SEC Registration
No. 333-
156705) has been signed by the following persons in the
capacities and on the dates indicated.
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|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
*
Daniel
W. Rabun
|
|
Chairman, President and Chief Executive Officer
|
|
May 6, 2011
|
|
|
|
|
|
/s/ James
W. Swent III
James
W. Swent III
|
|
Senior Vice President Chief Financial Officer
|
|
May 6, 2011
|
|
|
|
|
|
*
David
A. Armour
|
|
Vice President Finance
|
|
May 6, 2011
|
|
|
|
|
|
*
Douglas
J. Manko
|
|
Controller and Assistant Secretary
|
|
May 6, 2011
|
|
|
|
|
|
*
J.
Roderick Clark
|
|
Director
|
|
May 6, 2011
|
|
|
|
|
|
*
C.
Christopher Gaut
|
|
Director
|
|
May 6, 2011
|
|
|
|
|
|
*
Gerald
W. Haddock
|
|
Director
|
|
May 6, 2011
|
|
|
|
|
|
*
Thomas
L. Kelly II
|
|
Director
|
|
May 6, 2011
|
|
|
|
|
|
*
Keith
O. Rattie
|
|
Director
|
|
May 6, 2011
|
|
|
|
|
|
*
Rita
M. Rodriguez
|
|
Director
|
|
May 6, 2011
|
II-3
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
*
Paul
E. Rowsey
|
|
Director
|
|
May 6, 2011
|
|
|
|
|
|
/s/ Cary
A. Moomjian, Jr.
Cary
A. Moomjian, Jr.
|
|
Company Secretary and Authorized Representative in the United
States
|
|
May 6, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ James
W. Swent III
James
W. Swent III,
Attorney-in-Fact
|
|
|
|
|
II-4
INDEX TO
EXHIBITS
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
*1
|
.1
|
|
Form of Underwriting Agreement.
|
|
**4
|
.1
|
|
Articles of Association of Ensco International plc (incorporated
by reference to Exhibit 99.1 to the Registrants
Current Report on
Form 8-K
on December 16, 2009).
|
|
**4
|
.2
|
|
Certificate of Incorporation on Change of Name (incorporated by
reference to Exhibit 3.1 to the Registrants Current
Report on
Form 8-K
filed on April 1, 2010, File
No. 1-8097).
|
|
**4
|
.3
|
|
Deposit Agreement, dated as of September 29, 2009, by and
among ENSCO International Limited (now known as Ensco plc),
Citibank, N.A., as Depositary, and the holders and beneficial
owners of American Depositary Shares issued thereunder
(incorporated by reference to Exhibit 4.1 to the
Registration Statement on
Form S-4
(File
No. 333-162975)
filed by Ensco International plc on November 9, 2009).
|
|
**4
|
.4
|
|
Form of American Depositary Receipt for American Depositary
Shares representing Deposited Class A Ordinary Shares of
Ensco plc (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed on April 1, 2010, File
No. 1-8097).
|
|
**4
|
.5
|
|
Indenture, dated November 20, 1997, between ENSCO
International Incorporated and Bankers Trust Company, as
Trustee (incorporated by reference to Exhibit 4.1 to the
Companys Current Report on
Form 8-K
dated November 24, 1997).
|
|
**4
|
.6
|
|
First Supplemental Indenture, dated November 20, 1997,
between the ENSCO International Incorporated and Bankers
Trust Company, as trustee, supplementing the Indenture
dated as of November 20, 1997 (incorporated by reference to
Exhibit 4.2 to the Registrants Current Report on
Form 8-K
dated November 24, 1997).
|
|
**4
|
.7
|
|
Second Supplemental Indenture dated December 23, 2009,
among ENSCO International Incorporated, Ensco International plc
and Deutsche Bank Trust Company Americas, as trustee
(incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
dated December 23, 2009).
|
|
**4
|
.8
|
|
Form of Debenture (incorporated by reference to Exhibit 4.4
to the Companys Current Report on
Form 8-K
dated November 24, 1997).
|
|
**4
|
.9
|
|
Form of Senior Debt Indenture.
|
|
*4
|
.10
|
|
Form of Senior Debt Securities.
|
|
**4
|
.11
|
|
Form of Senior Subordinated Debt Indenture.
|
|
*4
|
.12
|
|
Form of Senior Subordinated Debt Securities.
|
|
**4
|
.13
|
|
Form of Subordinated Debt Indenture.
|
|
*4
|
.14
|
|
Form of Subordinated Debt Securities.
|
|
*4
|
.15
|
|
Form of Certificate of Designations of Preference Shares.
|
|
*4
|
.16
|
|
Form of Deposit Agreement.
|
|
*4
|
.17
|
|
Form of Depositary Agreement.
|
|
*4
|
.18
|
|
Form of Warrant Agreement.
|
|
*4
|
.19
|
|
Form of Warrant Certificate.
|
|
*4
|
.20
|
|
Form of Share Purchase Contract.
|
|
*4
|
.21
|
|
Form of Unit Agreement.
|
|
**4
|
.22
|
|
Indenture dated as of March 17, 2011 by and between Ensco
plc and Deutsche Bank Trust Company Americas, as trustee.
|
|
**4
|
.23
|
|
Supplemental Indenture dated as of March 17, 2011 by and
between Ensco plc and Deutsche Bank Trust Company Americas,
as trustee.
|
|
**5
|
.1
|
|
Legal Opinion of Baker & McKenzie LLP, London.
|
|
**5
|
.2
|
|
Legal Opinion of Baker & McKenzie LLP, U.S.
|
|
5
|
.3
|
|
Legal Opinion of Baker & McKenzie LLP, U.S.
|
|
12
|
.1
|
|
Statement regarding computation of ratio of earnings to fixed
charges.
|
|
15
|
.1
|
|
Letter Regarding Unaudited Interim Financial Information.
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
23
|
.1
|
|
Consent of KPMG LLP, Independent Registered Public Accounting
Firm of Ensco plc.
|
|
23
|
.2
|
|
Consent of KPMG LLP, Independent Registered Public Accounting
Firm of Pride International, Inc.
|
|
**23
|
.3
|
|
Consent of Baker & McKenzie LLP, London (included in
Exhibit 5.1).
|
|
**23
|
.4
|
|
Consent of Baker & McKenzie LLP, U.S. (included in
Exhibit 5.2).
|
|
23
|
.5
|
|
Consent of Baker & McKenzie LLP, U.S. (included in
Exhibit 5.3).
|
|
*25
|
.1
|
|
Form T-1
Statement of Eligibility under Trust Indenture Act of 1939
of Trustee under Senior Debt Indenture.
|
|
*25
|
.2
|
|
Form T-1
Statement of Eligibility under Trust Indenture Act of 1939
of Trustee under Senior Subordinated Debt Indenture.
|
|
*25
|
.3
|
|
Form T-1
Statement of Eligibility under Trust Indenture Act of 1939
of Trustee under Subordinated Debt Indenture.
|
|
**25
|
.4
|
|
Statement of Eligibility of Trustee, Deutsche Bank
Trust Company Americas, on
Form T-1
(incorporated by reference to Form 305(b)2 filed on
March 15, 2011, File
No. 333-156705).
|
|
|
|
* |
|
To be filed either by amendment or as an exhibit to a report
filed under the Securities Exchange Act of 1934 and incorporated
by reference to this registration statement. |
|
** |
|
Filed previously. |