This Amendment No. 1 ("Amendment No. 1") amends the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Person (as defined below) on August 29, 2017 (the "Original Schedule 13D"), with respect to the Common Shares, par value $1.00 per Share (the "Common Shares") of Atwood Oceanics, Inc. (the "Issuer"). This Amendment No. 1 constitutes an "exit filing" for the Reporting Person.
ITEM 1.
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Security and Issuer.
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There are no material changes to Item 1 from the Original Schedule 13D.
ITEM 2.
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Identity and Background.
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This Amendment No. 1 is being filed by Borr Drilling Limited, a Bermuda limited liability company (the "Reporting Person"). The Reporting Person's business address is Thistle House, 4 Burnaby Street, Hamilton HM 11, Bermuda. The principal business of the Reporting Person is acting as an international drilling contractor to the oil and gas industry.
The name, citizenship, present principal occupation or employment and the business address of Borr Drilling Limited directors and management is set forth below.
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Position of Officer or Director
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Principal Occupation or Employment
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Principal Business Address and Citizenship
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Tor Olav Troim
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Chairman of the Board
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Director of Golar LNG Limited and Chairman of the Board of Directors of Golar LNG Partners LP
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Apt 8, 21 Manresa Road, London SW36LZ. Mr. Troim is a Norwegian citizen.
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Jan Rask
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Director
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Investor
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2727 Kirby Drive, Unit 11K, Houston, Texas, USA. Mr. Rask is a United States citizen.
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Fredrik Halvorsen
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Director
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Founder of Ubon Partners AS, a private investment company
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Langoddveien 86 A, 1367 Snarøya, Norway. Mr. Halvorsen is a Norwegian citizen.
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Simon Johnson
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Chief Executive Officer
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Apartment 2304, Al Marsa Street, Dubai Marina Dubai. Mr. Johnson is an Australian citizen.
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Rune Magnus Lundetrae
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Deputy Chief Executive Officer and Chief Financial Officer
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Draumkvædestien 2B, 4021 Stavanger, Norway. Mr. Lundetrae is a Norwegian citizen.
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Svend Anton Maier
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Chief Operating Officer
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Admiral Cruys gate 25, 4012 Stavanger, Norway. Mr. Maier is a Norwegian citizen.
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(d) – (e) The Reporting Person has not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
ITEM 3.
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Source and Amount of Funds or Other Consideration.
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There are no material changes to Item 3 from the Original Schedule 13D.
ITEM 4.
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Purpose of Transaction.
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On October 6, 2017 (the "Closing Date"), pursuant to that certain Agreement and Plan of Merger dated May 29, 2017, by and among the Issuer, Ensco plc, a public limited company organized under the Laws of England and Wales
("Ensco") and Echo Merger Sub LLC, a Texas limited liability company and wholly owned subsidiary of Ensco ("Merger Sub"), (i) Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving in the Merger as a wholly-owned subsidiary of Ensco and (ii) each Common Share of the Issuer was converted into 1.60 Class A ordinary shares, nominal value $0.10 per share, of Ensco upon the time when the Merger became effective on the Closing Date (the "Effective Time").
ITEM 5.
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Interest in Securities of the Issuer.
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(a)
As of the Effective Time, the Reporting Person was no longer deemed to beneficially own any Common Shares of the Issuer.
(b)
N/A.
(c)
Except as described in the Original Schedule 13D, the following table sets forth the transactions by the Reporting Person in the Common Shares during the past sixty (60) days.
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Nature of the Transaction
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Date
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(Securities Sold)
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Price
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Forward Contract for Common Shares
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9/25/2017
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(500,000)
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$
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8.87
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(d)
N/A
(e)
The Reporting Person ceased to be a beneficial owner of more than five percent of the Common Shares as of the Effective Time.
ITEM 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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N/A
ITEM 7.
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Materials to be Filed as Exhibits.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: October 10, 2017
BORR DRILLING LIMITED
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By:
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/s/ Rune Magnus Lundetrae
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Name:
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Rune Magnus Lundetrae
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Title:
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Deputy Chief Executive Officer/Chief Financial Officer
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Borr Drilling Management AS
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