Form 8-K

0001193125-12-371891.txt : 20120828 0001193125-12-371891.hdr.sgml : 20120828 20120828162538 ACCESSION NUMBER: 0001193125-12-371891 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120824 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120828 DATE AS OF CHANGE: 20120828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATWOOD OCEANICS INC CENTRAL INDEX KEY: 0000008411 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 741611874 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13167 FILM NUMBER: 121060303 BUSINESS ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 2817497845 MAIL ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 8-K 1 d403641d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): August 24, 2012

ATWOOD OCEANICS, INC.

(Exact name of registrant as specified in its charter)


Texas	1-13167	74-1611874
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

15835 Park Ten Place Drive Houston, Texas		77084
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 749-7800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

¨	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.

On August 24, 2012, Atwood Oceanics Inc., as guarantor (the “Company”), and Atwood Offshore Worldwide Limited, as borrower, entered into the Third Amendment to its Credit Agreement, dated as of May 6, 2011, with the lenders named therein and Nordea Bank Finland plc, New York Branch, as Administrative Agent for the lenders (the “Credit Facility”), in order to, among other things, increase the maximum amount by which commitments under the Credit Facility may be increased from $350 million to $550 million, which, if exercised, would bring total commitments under the Credit Facility to an aggregate $1,300 million. In order to increase the total commitments by the additional $200 million, the Company would be required, in addition to satisfying certain other conditions precedent, to pledge as collateral under the Credit Facility the Atwood Mako and the Atwood Manta, as well as the equity interests in the subsidiaries of the Company owning such rigs.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 24, 2012, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Compensation and Human Resources Committee of the Board, approved the entry into a Change of Control Agreement with Mr. Robert J. Saltiel (the “Change of Control Agreement”) on substantially the same terms as the form of Executive Change of Control Agreement previously disclosed in the Company’s Current Report on Form 8-K filed on May 30, 2012. The Change of Control Agreement replaces Mr. Saltiel’s existing employment agreement.

The Change of Control Agreement addresses the terms of Mr. Saltiel’s employment and compensation in the event of a termination of employment due to a change of control of the Company. The agreement includes a three-year “evergreen” term in that the agreement automatically extends so as to cover a three-year period from any date then in effect until the Company has given notice to Mr. Saltiel that the term will no longer be so extended; provided that, prior to a change of control, the agreement will terminate if Mr. Saltiel’s employment is terminated for any reason. If a change of control occurs during the term of the Change of Control Agreement, the term will end on the later of the date that is two years after the change of control or the date the Company satisfies its obligations under the agreement.

Under the Change of Control Agreement, if the Company terminates Mr. Saltiel’s employment without “cause” or Mr. Saltiel terminates his employment for “good reason” (each as defined in the agreement) within 24 months after a change of control of the Company, the Company will be required to pay to Mr. Saltiel in a lump sum (i) prorated amounts of his accrued salary, bonus and vacation (the “Accrued Amounts”) and (ii) an amount equal to 3.0 times the sum of (a) his annual salary plus (b) his target annual bonus.

In addition, following such termination, Mr. Saltiel and his spouse and/or family, as applicable, will be entitled to continued participation in the Company’s welfare benefit plans, policies and programs for a period of 24 months (the “Welfare Continuation Benefit”) and any outstanding stock options held by Mr. Saltiel will remain exercisable for one year after termination; provided that in no event will any stock options remain exercisable later than the earlier of (i) the original expiration date of such stock options or (ii) the tenth anniversary of the original grant date for such stock options. If Mr. Saltiel’s employment is terminated due to disability within 24 months after a change of control of the Company, the Company will be required to pay to Mr. Saltiel the Accrued Amounts and provide the Welfare Continuation Benefit. If Mr. Saltiel’s employment is terminated due to death within 24 months after a change of control of the Company, the Company will be required to pay to Mr. Saltiel’s estate the Accrued Amounts and provide to Mr. Saltiel’s spouse and/or family, as applicable, the Welfare Continuation Benefit. With respect to excise taxes on any parachute payment under the Change of Control Agreement, the agreement provides that Mr. Saltiel will be liable for such excise taxes, provided, however, that if reduction of the payments under the agreement to avoid excise taxes would result in a larger net after-tax payment to the executive, the payments under the agreement will be reduced.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

10.1

Third Amendment to Credit Agreement dated August 24, 2012 among Atwood Oceanics, Inc., Atwood Offshore Worldwide Limited, the lenders party thereto and Nordea Bank Finland Plc, New York Branch, as administrative agent.

10.2

Form or Executive Change of Control Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 30, 2012).

SIGNATURE

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.


ATWOOD OCEANICS, INC.

By:		/s/ Mark L. Mey
		Mark L. Mey
		Senior Vice President

Date: August 28, 2012

EX-10.1 2 d403641dex101.htm THIRD AMENDMENT TO CREDIT AGREEMENT Third Amendment to Credit Agreement

Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of August 24, 2012, by and among ATWOOD OCEANICS, INC., a Texas corporation (the “Parent”), ATWOOD OFFSHORE WORLDWIDE LIMITED, an exempted company organized under the laws of the Cayman Islands and a Wholly-Owned Subsidiary of the Parent (the “Borrower”), the lenders party hereto (each, a “Lender” and, collectively, the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the Parent, the Borrower, the Lenders from time to time party thereto, and the Administrative Agent are parties to a Credit Agreement, dated as of May 6, 2011 and amended on November 23, 2011 and January 18, 2012 (as further amended, modified or otherwise supplemented, the “Credit Agreement”);

WHEREAS, subject to the terms and conditions of this Third Amendment, the parties hereto wish to amend certain provisions of the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I.	Amendments to Credit Agreement.

1. Section 1.01 of the Credit Agreement is hereby amended by adding the following new definitions in correct alphabetical order:

“ATWOOD MAKO” shall mean the Rig to be named the “ATWOOD MAKO”, a 400 foot Baker Marine jack-up rig, expected to be delivered in the third quarter of fiscal year 2012.

“ATWOOD MANTA” shall mean the Rig to be named the “ATWOOD MANTA”, a 400 foot Baker Marine jack-up rig, expected to be delivered in the fourth quarter of fiscal year 2012.

“Incremental Upsize Date” shall mean the date occurring after the Third Amendment Effective Date up to and including March 31, 2014, on which the following conditions shall have been satisfied:

(i) the ATWOOD MAKO shall have been delivered to Alpha Mako Company, a company organized under the laws of the Cayman Islands and a Wholly-Owned Subsidiary of the Borrower, and shall have been pledged as a Collateral Rig, and the Collateral and Guaranty Requirements with respect to thereto shall have been satisfied (including, without limitation, the delivery of updated Schedules III, IV, VII, X, XI and XIV to this Agreement) or waived by the Administrative Agent, and each Credit Document with respect to the ATWOOD MAKO shall be in full force and effect;

(ii) the ATWOOD MANTA shall have been delivered to Alpha Manta Company, a company organized under the laws of the Cayman Islands and a Wholly-Owned Subsidiary of the Borrower, and shall have been pledged as a Collateral Rig, and the Collateral and Guaranty Requirements with respect to thereto shall have been satisfied (including, without limitation, the delivery of updated Schedules III, IV,

VII, X, XI and XIV to this Agreement) or waived by the Administrative Agent, and each Credit Document with respect to the ATWOOD MANTA shall be in full force and effect; and

(iii) the Borrower shall have furnished to the Administrative Agent a detailed report signed by a firm of marine insurance brokers acceptable to the Collateral Agent with respect to P & I entry, the hull and machinery and war risk insurance carried and maintained on each Collateral Rig, together with their opinion as to the adequacy thereof and its compliance with the provisions of Schedule IX.

“Third Amendment” shall mean the Third Amendment to Credit Agreement, dated as of August 24, 2012, by and among the Parent, the Borrower, the Lenders party thereto and the Administrative Agent.

“Third Amendment Effective Date” has the meaning provided in the Third Amendment.

2. The definition of “Collateral and Guaranty Requirements” appearing in Section 1.01 of the Credit Agreement is hereby amended by deleting the text “(f)” in clause (vii) appearing in said definition and inserting the text “(e)” in lieu thereof.

3. The definition of “Collateral Rig” appearing in Section 1.01 of the Credit Agreement is hereby amended by inserting the text “, the ATWOOD MAKO and the ATWOOD MANTA, as applicable” immediately following the text “the ATWOOD CONDOR” appearing in said definition.

4. The definition of “Incremental Availability Date” appearing in Section 1.01 of the Credit Agreement is hereby amended by deleting the text “March 31, 2013” therein and inserting “March 31, 2014” in lieu thereof.

5. Section 2.13(a) of the Credit Agreement is hereby amended by inserting the text “or the Incremental Upsize Date, as applicable” immediately following the text “Incremental Availability Date” appearing in the first paragraph of said Section.

6. Section 2.13(a)(iv) of the Credit Agreement is hereby amended by deleting the text “$350,000,000” appearing in said Section and inserting the text “(x) on or after the occurrence of the Incremental Upsize Date and prior to the occurrence of the Incremental Availability Date, $200,000,000, (y) on or after the occurrence of the Incremental Availability Date and prior to the occurrence of the Incremental Upsize Date, $350,000,000 and (z) on or after the occurrence of the Incremental Availability Date and the Incremental Upsize Date, $550,000,000” in lieu thereof.

7. Section 2.13(b) of the Credit Agreement is hereby amended by inserting the text “or the Incremental Upsize Date, as applicable” immediately following the text “Incremental Availability Date” appearing in the first paragraph of said Section.

8. Section 2.13(b)(vii) of the Credit Agreement is hereby amended by deleting the text “, dated the Incremental Availability Date,” appearing in said Section and inserting the text “, dated the date that any Incremental Commitments are provided under any Tranche,” in lieu thereof.

9. Section 4.01(a) of the Credit Agreement is hereby amended by deleting the text “Incremental Availability Date for such Tranche” appearing in said Section and inserting the text “date of incurrence of the Incremental Commitments under such Tranche” in lieu thereof.

10. Section 6.02 of the Credit Agreement is hereby amended by deleting the text “in clause (f)” appearing in said Section and inserting the text “clause (vii)(e)” in lieu thereof.

11. Section 9.03(b) of the Credit Agreement is hereby amended by deleting the text “30 days’” appearing in said Section and inserting the text “10 days’” in lieu thereof.

12. Section 9.11(c) of the Credit Agreement is hereby amended by deleting the text “or (y)” appearing in said Section and inserting the text “and the definition of “Incremental Availability Date”, (y) the ATWOOD MAKO and the ATWOOD MANTA become Collateral Rigs pursuant to the terms of Section 2.13 and the definition of “Incremental Upsize Date” or (z)” in lieu thereof.

13. Section 9.11(g) of the Credit Agreement is hereby amended by deleting the text “the ATWOOD CONDOR” appearing in said Section and inserting the text “(x) after the occurrence of the Incremental Availability Date, the ATWOOD CONDOR and (y) after the occurrence of the Incremental Upsize Date, the ATWOOD MAKO and the ATWOOD MANTA” in lieu thereof.

14. Section 14.01 of the Credit Agreement is hereby amended by (i) deleting the text “in clause (f)” appearing in said Section and inserting the text “clause (vii)(e)” in lieu thereof and (ii) inserting immediately thereafter the text “, clause (iii) of the definition of “Incremental Availability Date” and clause (iii) of the definition of “Incremental Upsize Date”.

15. Clause (c) of Schedule IX to the Credit Agreement is hereby amended by inserting the text “and on or prior to the Incremental Upsize Date, as applicable” immediately following the text “Incremental Availability Date” appearing in the first paragraph of said Section.

II.	Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this Third Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Third Amendment Effective Date (as defined herein) before or after giving effect to this Third Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Third Amendment Effective Date both before and after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty that by its terms is made as of a specific date shall be true and correct in all material respects as of such specific date).

2. This Third Amendment is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other term or condition of the Credit Agreement or the other Credit Documents or any of the other instruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, as amended hereby, the other Credit Documents or any of the other instruments or agreements referred to therein. The Administrative Agent, the Collateral Agent and the Lenders expressly reserve all their rights and remedies except as expressly set forth in this Third Amendment.

3. This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

5. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

6. This Third Amendment shall become effective on the date (the “Third Amendment Effective Date”) when (i) the Parent, the Borrower and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036; Attention: May Yip (facsimile number: 212-354-8113 / email: myip@whitecase.com) and (ii) the Borrower shall have paid to the Administrative Agent all reasonable out-of-pocket costs and expenses in connection with the Third Amendment (including, without limitation, the reasonable fees and expenses of White & Case LLP).

7. From and after the Third Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby.

* * *

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Third Amendment as of the date first above written.


ATWOOD OCEANICS, INC.

By:		/s/ Mark L. Mey
		Name: Mark L. Mey Title: Senior Vice President & Chief Financial Officer

ATWOOD OFFSHORE WORLDWIDE LIMITED

By:		/s/ Hiew Yoke Lan
		Name: Hiew Yoke Lan Title: Director