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ATW > SEC Filings for ATW > Form 8-K on 20-Jun-2013All Recent SEC Filings

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Form 8-K for ATWOOD OCEANICS INC


20-Jun-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement.

On June 18, 2013, Atwood Oceanics, Inc. (the "Company") entered into an Underwriting Agreement with Barclays Capital Inc., Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC, DNB Markets, Inc. and Goldman, Sachs & Co., as representatives of the several underwriters named in Schedule A of the Underwriting Agreement (collectively, the "Underwriters"), relating to the issuance and sale of an additional $200,000,000 aggregate principal amount of the Company's 6.50% Senior Notes due 2020 (the "Notes"). The Notes are to be issued pursuant to the Indenture, dated as of January 18, 2012 (the "Base Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee (the "Trustee"), as amended and supplemented by the First Supplemental Indenture thereto, dated as of January 18, 2012 (the "Supplemental Indenture"; the Base Indenture, as amended and supplemented by the Supplemental Indenture, the "Indenture"), pursuant to which the Company previously issued $450,000,000 aggregate principal amount of 6.50% Senior Notes due 2020 on January 18, 2012 (the "Existing Notes"). The Notes and the Existing Notes will have the same CUSIP number and will trade interchangeably immediately upon settlement.

The offering of the Notes was registered under the Securities Act of 1933 pursuant to the Company's registration statement on Form S-3 (Registration No. 333-187112), and is being made pursuant to the prospectus supplement, dated June 18, 2013, to the prospectus, dated March 7, 2013, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act. The description of the Notes and the Indenture are set forth in the prospectus and are incorporated herein by reference. The issuance and sale of the Notes is expected to close on June 21, 2013. The Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the form of the Notes are filed or incorporated by reference as exhibits to this Current Report.



Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

1.1 Underwriting Agreement, dated as of June 18, 2013, between the Company and Barclays Capital Inc., Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC, DNB Markets, Inc. and Goldman, Sachs & Co. as representatives of the several underwriters named in Schedule A of the Underwriting Agreement.

4.1 Indenture, dated as of January 18, 2012, between the Company and Wells Fargo Bank, National Association, as trustee, relating to debt securities (incorporated herein by reference to Exhibit 4.1 to the Company's Quarterly Report a Form 10-Q for the quarter ended December 31, 2011).

4.2 First Supplemental Indenture, dated as of January 18, 2012, between the Company and Wells Fargo Bank, National Association, as trustee, including the form of 6.50% Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.2 to the Company's Quarterly Report a Form 10-Q for the quarter ended December 31, 2011).

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5.1     Opinion of Baker Botts L.L.P.

8.1     Tax opinion of Baker Botts L.L.P.

12.1    Statement of computation of ratio of earnings to fixed charges for the
        year ended September 30, 2012 (historical and pro forma) and the six
        months ended March 31, 2013 (historical and pro forma).


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