GLOBALSANTAFE CORPORATION (“Company”) Ordinary Shares TERMS AGREEMENT
Exhibit 10.2
GLOBALSANTAFE CORPORATION
(“Company”)
Ordinary Shares
April 14, 2005
Xxxxxxx, Xxxxx & Co.
As representative of the several
Underwriters named in Schedule I hereto
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The undersigned agrees to sell to the several Underwriters named in Schedule I hereto for their respective accounts, and the Underwriters agree to purchase, severally and not jointly, on the terms and subject to the conditions of the Underwriting Agreement (“Underwriting Agreement”) attached hereto, the following securities (“Offered Securities”) on the following terms:
Title: Ordinary Shares, par value $0.01 per share, of GlobalSantaFe Corporation.
Aggregate Number of Shares: 23,500,000.
Purchase Price: $34.02 per share.
Expected Reoffering Price: $34.45 per share, subject to change by the underwriters.
Closing Date: April 20, 2005 at 10:00 a.m. (Eastern Daylight Time).
Place of Delivery and Payment: Xxxxx Xxxxx LLP; One Shell Plaza; 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000.
Method of and Specified Funds for Payment of Purchase Price: By wire transfer to a bank account specified by the Company in Federal (same day) funds.
Form/Method of Delivery of Offered Securities: Credit to Underwriters’ accounts at The Depository Trust Company.
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Name and Address of Representative: Xxxxxxx, Sachs & Co. 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000.
Notice to Underwriters Shall Be Directed to: the Xxxxxxx, Xxxxx & Co. General Counsel (fax no.: (000) 000-0000) and confirmed to the General Counsel, at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: General Counsel.
Counsel for the Underwriters: Xxxxxxx Xxxxx LLP.
Specified Subsidiaries: The Specified Subsidiaries are set forth on Schedule II hereto.
Over-allotment Provisions: None
Lock-up Period (if any): With respect to the Company, for a period of 90 days from the date of the Terms Agreement.
The respective number of shares of the Offered Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto.
The provisions of the Underwriting Agreement are incorporated herein by reference and are deemed to be a part hereof, subject to any changes or amendments to the Underwriting Agreement as set forth above.
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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms.
| Very truly yours, | ||
| GLOBALSANTAFE CORPORATION | ||
| By: | /s/ XXXXX X. XXXXXXXXX | |
| Xxxxx X. XxXxxxxxx Senior Vice President and General Counsel | ||
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The foregoing Terms Agreement is hereby
confirmed and accepted as of the date first above
written.
Xxxxxxx, Xxxxx & Co.
X.X. Xxxxxx Securities Inc.
Citigroup Global Markets Inc.
Credit Suisse First Boston LLC
| By: Xxxxxxx, Xxxxx & Co. | ||
| By: | /s/ XXXXXXX, SACHS & CO. | |
| (Xxxxxxx, Xxxxx & Co.) | ||
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SCHEDULE I
| Underwriter |
Number of Shares | |
| Xxxxxxx, Sachs & Co. |
9,400,000 | |
| X.X. Xxxxxx Securities Inc. |
5,581,250 | |
| Citigroup Global Markets Inc. |
3,671,875 | |
| Credit Suisse First Boston LLC |
3,671,875 | |
| Gulf Investment Corporation G.S.C. |
293,750 | |
| National Bank of Kuwait S.A.K. |
293,750 | |
| Global Investment House |
293,750 | |
| Securities Group Co. SAK |
293,750 | |
| Total |
23,500,000 | |
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SCHEDULE II
Specified Subsidiaries
Global Marine Inc.
GlobalSantaFe Drilling Company
Applied Drilling Technology Inc.
Challenger Minerals Inc.
GlobalSantaFe Drilling Operations Inc.
GlobalSantaFe International Services Inc.
GlobalSantaFe International Drilling Corporation
GlobalSantaFe International Drilling Inc.
GlobalSantaFe Operations (BVI) Inc.
GlobalSantaFe South America LLC
GlobalSantaFe Hungary Services Limited Liability Company
GlobalSantaFe Drilling U.K. Limited
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