0000902664-18-004274.txt : 20181207 0000902664-18-004274.hdr.sgml : 20181207 20181207163051 ACCESSION NUMBER: 0000902664-18-004274 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181207 DATE AS OF CHANGE: 20181207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ocean Rig UDW Inc. CENTRAL INDEX KEY: 0001447382 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86685 FILM NUMBER: 181223863 BUSINESS ADDRESS: STREET 1: C/O OCEAN RIG MGMT SERVICES SEZC LTD. STREET 2: 3RD FLOOR FLAGSHIP BUILDING HARBOUR DR. CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 011 345 327 9232 MAIL ADDRESS: STREET 1: C/O OCEAN RIG MGMT SERVICES SEZC LTD. STREET 2: P.O.BOX 309 UGLAND HOUSE SOUTH CHURCH ST CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1104 FORMER COMPANY: FORMER CONFORMED NAME: PRIMELEAD SHAREHOLDERS INC. DATE OF NAME CHANGE: 20081008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D/A 1 p18-2194sc13da.htm OCEAN RIG UDW INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

Ocean Rig UDW Inc.

(Name of Issuer)
 

Class A Common Shares, par value $0.01 per share

(Title of Class of Securities)
 

G66964118

(CUSIP Number)
 

Elliott Associates, L.P.

c/o Elliott Management Corporation

40 West 57th Street

New York, NY 10019

 

with a copy to:

Eleazer Klein, Esq.
Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

December 5, 2018

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 6 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. G66964118Schedule 13D/APage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

Elliott Associates, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. G66964118Schedule 13D/APage 3 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

Elliott International, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. G66964118Schedule 13D/APage 4 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

Elliott International Capital Advisors Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. G66964118Schedule 13D/APage 5 of 6 Pages

 

 

 
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

 

Item 4. PURPOSE OF TRANSACTION
 
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
On December 5, 2018 the transactions contemplated by the Merger Agreement were consummated.  At such time, each Class A Common Share outstanding as of immediately prior to the Effective Time, subject to certain exceptions, was cancelled and extinguished and automatically converted into the right to receive 1.6128 newly issued shares of Transocean Ltd. and $12.75 in cash.

 

The Voting Agreement terminated in accordance with its terms upon the consummation of the Merger.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER

 

Items 5(a), (c) and (e) are hereby amended and restated as follows:

 

(a) As a result of the consummation of the Merger on December 5, 2018, as of the date hereof, Elliott, Elliott International and EICA no longer beneficially own any Class A Common Shares.

 

The aggregate percentage of Class A Common Shares reported owned by each person named herein is based upon 0 Class A Common Shares outstanding immediately following the consummation of the Merger.

 

As of the date hereof, Elliott beneficially owned 0 Class A Common Shares, constituting 0% of the Class A Common Shares outstanding.

 

As of the date hereof, Elliott International beneficially owned 0 Class A Common Shares, constituting approximately 0% of the Class A Common Shares outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 0 Class A Common Shares beneficially owned by Elliott International, constituting approximately 0% of the Class A Common Shares outstanding.

 

Collectively, Elliott, Elliott International and EICA beneficially own 0 Class A Common Shares, constituting approximately 0% of the Class A Common Shares outstanding.

 

(c) Except for the transactions described in Item 4 of this Amendment No. 3, no transactions in the Class A Common Shares were effected in the past sixty days by the Reporting Persons.

 

(e) December 5, 2018.

 

 

CUSIP No. G66964118Schedule 13D/APage 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: December 7, 2018

 

ELLIOTT ASSOCIATES, L.P.    

By: Elliott Capital Advisors, L.P., as General Partner    
By: Braxton Associates, Inc., as General Partner    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President    
     
ELLIOTT INTERNATIONAL, L.P.    
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact		    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President    

 

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.  
   
   
/s/ Elliot Greenberg  
Name: Elliot Greenberg  
Title: Vice President