NADL - North Atlantic Drilling Ltd. Announces the Initial Public Offering of its Common Shares
Hamilton, Bermuda, January 24, 2014 - North Atlantic Drilling Ltd. ("North Atlantic Drilling"), our majority owned subsidiary, announced today the commencement of its initial public offering of 13,513,514 common shares. North Atlantic Drilling will grant the underwriters a 30-day option to purchase up to 2,027,027 additional common shares. The common share amounts are based on an assumed initial public offering price of $9.25 per share, which is the mid-point of the estimated price range of $8.50 to $10.00 per common share for this offering. The net proceeds of this public offering are expected to be used for general corporate purposes and working capital.
On January 23, 2014, the closing price of North Atlantic Drilling's common shares on the Norwegian OTC List was $8.97 per share (based upon the Bloomberg Composite Rate of $0.1639 per NOK 1.00 in effect on that date).
This initial public offering is being made pursuant to a registration statement on Form F-1 (File No. 333-185394), including a prospectus, previously filed with the U.S. Securities and Exchange Commission (the "SEC"). North Atlantic Drilling has been approved for listing of the common shares on the New York Stock Exchange under the symbol "NADL," subject to official notice of issuance.
Concurrent with the initial public offering, North Atlantic Drilling plans to offer to exchange all of the unregistered common shares that it previously issued in its prior equity private placements, other than the common shares owned by affiliates of North Atlantic Drilling, for common shares that have been registered under the Securities Act of 1933, as amended, which North Atlantic Drilling refers to as the Exchange Offer. North Atlantic Drilling has filed a registration statement on Form F-4 (File No. 333-185395) to register the common shares to be offered by North Atlantic Drilling in the Exchange Offer. North Atlantic Drilling expects such registration statement to become effective concurrently with the registration statement related to the initial public offering.
Morgan Stanley & Co. LLC is acting as the lead book-running manager for the initial public offering. Barclays Capital Inc., Goldman, Sachs & Co. and RS Platou Markets AS are acting as joint book-running managers for the offering. DNB Markets and Scotiabank / Howard Weil are acting as co-managers for the offering. RS Platou Markets AS is not a U.S. registered broker-dealer and, therefore, intends to participate in the offering outside of the United States and, to the extent that the offering of any common shares by RS Platou Markets AS is within the United States, RS Platou Markets AS will offer to and place common shares with investors through RS Platou Markets, Inc., an affiliated U.S. registered broker-dealer. The activities of RS Platou Markets AS in the United States will be only to the extent permitted by Rule 15a-6 under the Securities Exchange Act of 1934, as amended.The initial public offering is being made by means of a prospectus. A written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, when available, may be obtained from:
Morgan Stanley & Co. LLC at 180 Varick Street, Second Floor, New York, New York 10014, Attention: Prospectus Department.
Barclays Capital Inc. c/o Broadridge Financial Solutions at 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, Barclaysprospectus@broadridge.com, (888) 603-5847.
Goldman, Sachs & Co. at 200 West Street, New York, NY 10282, Attention: Prospectus Department.
RS Platou Markets AS at Haakon VII's gate 10, P.O. Box 1474 Vika, 0116 Oslo, Norway, Attention: Elisabeth Wiger, email@example.com or RS Platou Markets, Inc., 410 Park Avenue, Suite 710, New York, NY 10022, Attention Raquel Lucas, toll free 855-864-2265.
A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities issuable pursuant to the registration statement, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The statements in this news release that are not historical facts may be forward-looking statements. Such forward looking statements are based upon the current beliefs and expectations of North Atlantic Drilling's management and are subject to risks and uncertainties which could cause actual results to differ from the forward looking statements. The information set forth herein should be read in light of such risks. North Atlantic Drilling does not assume any obligation to update the information contained in this news release.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.