UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): JUNE 14, 2005
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DIAMOND OFFSHORE DRILLING, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-13926 76-0321760
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
15415 KATY FREEWAY
HOUSTON, TEXAS 77094
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (281) 492-5300
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
Check the appropriate line below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On June 14, 2005, Diamond Offshore Drilling, Inc. (the "Company")
issued and sold, in a private placement (the "Private Placement") exempt from
the registration requirements under the Securities Act of 1933, as amended (the
"Securities Act"), $250.0 million aggregate principal amount of its 4.875%
Senior Notes Due July 1, 2015 (the "Notes"). The Notes were sold in the United
States only to accredited investors pursuant to an exemption from the Securities
Act, and subsequently resold to qualified institutional buyers pursuant to Rule
144A under the Securities Act or to non-U.S. persons in accordance with
Regulation S under the Securities Act. The Notes have not been registered under
the Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. The
Private Placement resulted in net proceeds to the Company of approximately
$247.7 million, which the Company intends to use for general corporate purposes.
The Notes are governed by an Indenture, dated as of February 4, 1997,
between the Company and JPMorgan Chase Bank, National Association (formerly
known as The Chase Manhattan Bank), as Trustee (the "Trustee"), as amended and
supplemented by the Fifth Supplemental Indenture, dated as of June 14, 2005 (the
"Fifth Supplemental Indenture"), between the Company and the Trustee (as so
amended and supplemented by the Fifth Supplemental Indenture, the "Indenture").
In connection with the Private Placement, the Company entered into the Fifth
Supplemental Indenture and an Exchange and Registration Rights Agreement, dated
June 14, 2005 (the "Registration Rights Agreement"), with the initial purchaser
of the Notes (the "Initial Purchaser").
The Notes bear interest at 4.875% per year, payable semiannually in
arrears on January 1 and July 1 of each year, beginning January 1, 2006, and
mature on July 1, 2015. The Notes are unsecured and unsubordinated obligations
of the Company and they rank equal in right of payment to the Company's existing
and future unsecured and unsubordinated indebtedness, although the Notes will be
effectively subordinated to all existing and future obligations of the Company's
subsidiaries. The Company has the right to redeem all or a portion of the Notes
for cash at any time or from time to time on at least 15 days but not more that
60 days prior written notice, at the redemption price specified in the Indenture
plus accrued and unpaid interest on the principal amount of the Notes redeemed
to the date of redemption. The Indenture contains covenants that limit, among
other things, subject to certain exceptions, the Company's ability to:
o consolidate with or merge into another entity or convey or transfer
its properties and assets substantially as a whole;
o create liens; and
o enter into a sale and lease-back transaction covering a drilling rig
or drillship.
2
Each of the following is an event of default as defined in the
Indenture:
o default for 30 days in payment of any interest on the Notes or in
payment of any liquidated damages under the Registration Rights
Agreement;
o default in payment of principal of the Notes at maturity or the
redemption price when the same becomes due and payable;
o default in the payment (after any applicable grace period) of any
indebtedness for money borrowed by the Company or a subsidiary of
the Company in excess of $25.0 million principal amount (excluding
such indebtedness of any subsidiary of the Company other than a
Significant Subsidiary, as defined in the Indenture, all the
indebtedness of which subsidiary is nonrecourse to the Company or
any other such subsidiary) or default on such indebtedness that
results in the acceleration of such indebtedness prior to its
express maturity, if such indebtedness is not discharged, or such
acceleration is not annulled, by the end of a period of 10 days
after written notice to the Company by the Trustee or to the Company
and the Trustee by the holders of at least 25% in principal amount
of the outstanding Notes;
o default by the Company in the performance of any other covenant
contained in the Indenture for the benefit of the Notes that has not
been remedied by the end of a period of 60 days after notice is
given as specified in the Indenture; and
o certain events of bankruptcy, insolvency and reorganization of the
Company or such a significant subsidiary.
The Company has agreed, pursuant to the Registration Rights Agreement,
to file a registration statement relating to an offer to exchange the Notes for
debt securities issued by the Company that are substantially identical in all
material respects to the Notes. The Company agreed to file such registration
statement within 150 days from June 14, 2005 and to use its reasonable efforts
to cause such registration statement to be declared effective by the Securities
and Exchange Commission within 210 days from June 14, 2005. The Company may be
required to provide a "shelf" registration statement to cover resales of the
Notes under certain circumstances. If the Company fails to file a registration
statement, or a registration statement fails to become effective, by the
respective deadline set forth in the Registration Rights Agreement, or if the
required exchange offer is not completed within 45 days after the initial
effectiveness of the registration statement for the exchange offer or if, after
a registration statement has become effective, it ceases under certain
circumstances to be effective or available, then the Registration Rights
Agreement provides that the Company will be obligated to pay additional interest
in the amount of 0.25% per year for the first 90 days and 0.50% per year
thereafter as liquidated damages until no such failure remains in effect.
3
The description set forth above is qualified in its entirety by
reference to the Indenture and the Registration Rights Agreement, which are
filed as exhibits to this report. This report does not constitute an offer to
sell or the solicitation of an offer to buy any securities.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit number Description
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4.1 Indenture, dated as of February 4, 1997, between the Company and
The Chase Manhattan Bank, as Trustee (incorporated by reference
to Exhibit 4.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001)
4.2 Fifth Supplemental Indenture, dated as of June 14, 2005, between
the Company and JPMorgan Chase Bank, National Association, as
Trustee (filed herewith)
4.3 Exchange and Registration Rights Agreement, dated June 14, 2005,
between the Company and the Initial Purchaser (filed herewith)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIAMOND OFFSHORE DRILLING, INC.
By: /s/ William C. Long
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William C. Long
Vice President, General Counsel and
Secretary
Dated: June 16, 2005
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EXHIBIT INDEX
Exhibit number Description
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4.1 Indenture, dated as of February 4, 1997, between the Company and
The Chase Manhattan Bank, as Trustee (incorporated by reference
to Exhibit 4.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001)
4.2 Fifth Supplemental Indenture, dated as of June 14, 2005, between
the Company and JPMorgan Chase Bank, National Association, as
Trustee (filed herewith)
4.3 Exchange and Registration Rights Agreement, dated June 14, 2005,
between the Company and the Initial Purchaser (filed herewith)
6