Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated June 18, 2013
Registration No. 333-187112
ATWOOD OCEANICS, INC.
6.50% Senior Notes due 2020
Issuer: | Atwood Oceanics, Inc. | |||||||
Ratings (Moodys/S&P): | Ba3 / BB* | |||||||
Note Type: | Senior Unsecured Notes | |||||||
Pricing Date: | June 18, 2013 | |||||||
Settlement Date: | June 21, 2013 (T+3) | |||||||
Maturity Date: | February 1, 2020 | |||||||
Principal Amount: | $200,000,000 | |||||||
Gross Proceeds: | $208,500,000 | |||||||
Coupon: | 6.500% | |||||||
Public Offering Price: | 104.250% plus accrued and unpaid interest, if any, from February 1, 2013 | |||||||
Yield to Worst: | 5.444% | |||||||
Spread to Benchmark Treasury: | 402 basis points | |||||||
Benchmark Treasury: | U.S. Treasury 3.625% due February 15, 2020 | |||||||
Interest Payment Dates: | February 1 and August 1, with next interest payment date on August 1, 2013 | |||||||
Optional Redemption: | Make-whole call at any time prior to February 1, 2016
On or after the following dates and at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the notes redeemed during the periods indicated below: | |||||||
Date | Percentage | |||||||
February 1, 2016 | 103.250% | |||||||
February 1, 2017 | 101.625% | |||||||
February 1, 2018 and thereafter | 100.000% | |||||||
Equity Clawback: | Up to 35% at 106.500% prior to February 1, 2015 | |||||||
Change of Control: | 101% plus any accrued and unpaid interest | |||||||
CUSIP / ISIN: | 050095AM0 / US050095AM05 | |||||||
Joint Book-Running Managers: | Barclays Capital Inc. Wells Fargo Securities, LLC Credit Suisse Securities (USA) LLC DNB Markets, Inc. Goldman, Sachs & Co. | |||||||
Senior Co-Managers: | Credit Agricole Securities (USA) Inc. Global Hunter Securities, LLC HSBC Securities (USA) Inc. ING Financial Markets LLC Raymond James & Associates, Inc. Skandinaviska Enskilda Banken AB (publ) |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time.
Pro Forma Ratio of Earnings to Fixed Charges
The ratio of earnings to fixed charges disclosure on page S-18 of the preliminary prospectus is supplemented as follows:
Pro Forma(1) | ||||
Year
Ended September 30, 2012 |
Six Months Ended March 31, 2013 | |||
Ratio of earnings to fixed charges |
6.8x | 6.3x |
(1) | The pro forma calculation assumes that the notes were issued on, and accrued interest from, October 1, 2011 for the year ended September 30, 2012 and October 1, 2012 for the six months ended March 31, 2013 and that the net proceeds were used, on the first day of each fiscal quarter, to reduce amounts outstanding under our senior secured revolving credit facility at the end of such quarter. The calculation also assumes that such net amount outstanding under the credit facility, if any, was outstanding for the full fiscal quarter. |
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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling, Barclays Capital Inc. at (888) 603-5847, Wells Fargo Securities, LLC at 800-326-5897, Credit Suisse Securities (USA) LLC at (212) 325-2000, DNB Markets, Inc. at (212) 681-3800 or Goldman, Sachs & Co. at 1-866-471-2526.