OREANDA-NEWS. Atwood Oceanics, Inc. (NYSE:ATW) ("Atwood" or the "Company") today announced the results to date of its pending modified "Dutch Auction" tender offer (the "Offer") for up to $150,000,000 aggregate principal amount (the "Tender Cap") of its outstanding 6.50% Senior Notes due 2020 (the "Notes"), pursuant to the Offer to Purchase dated June 24, 2016 (as may be amended or supplemented from time to time, the "Offer to Purchase") and the related Letter of Transmittal dated June 24, 2016 (as may be amended or supplemented from time to time, the "Letter of Transmittal"). As of 5:00 p.m., New York City time, on July 8, 2016 (the "Initial Early Tender Date"), approximately $40 million aggregate principal amount of Notes had been tendered and not withdrawn in the Offer.

Atwood also announced that it has extended the date by which tenders must be received for holders of Notes ("Holders") to receive the Early Tender Payment (as defined below) to 12:00 midnight, New York City time, at the end of July 22, 2016, which is the "Expiration Date" for the Offer.  Accordingly, all Notes tendered prior to the Expiration Date, including those tendered prior to the Initial Early Tender Date, will be eligible to receive the Total Consideration (as defined below).

In addition, Atwood is waiving the condition to the Offer requiring the valid tender of at least $50,000,000 aggregate principal amount of Notes. As a result, Atwood intends to accept for payment all Notes validly tendered to date, subject to the terms and conditions of the Offer.

Atwood is offering to purchase, for cash, Notes up to the Tender Cap, in accordance with the modified Dutch Auction procedures, described below and as more fully set forth in the Offer to Purchase.

The deadline for Holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were already tendered at the Initial Early Tender Date and any additional Notes that are tendered at or prior to the Expiration Date may not be withdrawn, except in the limited circumstances described in the Offer to Purchase.

Holders must validly tender their Notes at or prior to the Expiration Date (12:00 midnight, New York City time, at the end of July 22, 2016) in order to be eligible to receive the Total Consideration for their Notes. The "Total Consideration" for each $1,000 principal amount of Notes validly tendered at or prior to the Expiration Date and accepted for purchase pursuant to the Offer will be equal to the Clearing Price (as defined below) determined on the Final Acceptance Date (as defined below). The Total Consideration will include an amount equal to $50.00 for each $1,000 principal amount of Notes accepted for purchase pursuant to the Offer (the "Early Tender Payment").

Promptly following the Expiration Date (the "Final Acceptance Date"), whether or not the Offer is fully subscribed, Atwood will determine the Total Consideration payable for the Notes and intends to accept for payment Notes validly tendered at or prior to the Expiration Date, subject to the Tender Cap, proration and the other terms and conditions of the Offer. Payment for such Notes, if any, will be made on or promptly following the Final Acceptance Date (such date of payment, the "Final Settlement Date") and will be equal to the Total Consideration. Atwood has elected not to exercise its option to have an early settlement date.

Atwood has agreed, upon consummation of the Offer, to pay a soliciting dealer fee equal to $2.50 for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Offer to retail brokers that are appropriately designated by their beneficial holder clients to receive this fee, provided that such fee will only be paid with respect to tenders by beneficial holders whose aggregate principal amount of Notes is $250,000 or less.

The Offer is subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase and the Letter of Transmittal. Atwood expressly reserves the right, in its sole discretion, subject to applicable law, at any time or from time to time, to waive any or all conditions with respect to the Offer and accept all Notes previously tendered pursuant to the Offer. The Expiration Date may be extended in Atwood's sole discretion, without reinstating withdrawal rights, and Atwood may terminate or withdraw the Offer and not accept for purchase any Notes not theretofore accepted for purchase pursuant to the Offer, in each case subject to applicable law.

The Offer is being conducted as a modified "Dutch Auction." Holders who elect to participate must specify the price they would be willing to receive in exchange for each $1,000 principal amount of Notes they choose to tender in the Offer. The price that Holders specify for each $1,000 principal amount of Notes must be in increments of $2.50, and must be within a range of $650.00 (the "Minimum Offer Price") to $750.00 (the "Maximum Offer Price") per $1,000 principal amount of Notes. Holders who do not specify a price will be deemed to have specified a price equal to the Minimum Offer Price in respect of Notes tendered and to accept the Clearing Price determined by Atwood in accordance with the terms of the Offer. Tenders of Notes for which a price is specified below the Minimum Offer Price or in excess of the Maximum Offer Price will not be accepted and will not be used for the purpose of determining the Clearing Price. Tenders of Notes not submitted in whole increments of $2.50 will be rounded down to the nearest $2.50 increment.

Subject to the Tender Cap, proration and the other terms and conditions of the Offer, Atwood will accept Notes validly tendered pursuant to the Offer in the order of the lowest to the highest tender prices specified by tendering Holders (in increments of $2.50), and on the Final Acceptance Date will select the single lowest price per $1,000 principal amount of Notes (the "Clearing Price") to enable Atwood to purchase the principal amount of Notes equal to the Tender Cap (or, if Notes in a principal amount less than the Tender Cap are validly tendered, all Notes so tendered). The price at which Notes were validly tendered on or prior to the Expiration Date (which includes the Early Tender Payment) will be used for the purpose of determining the Clearing Price and proration, as described below, on the Final Acceptance Date.

Atwood will pay the same price for all Notes validly tendered at or below the Clearing Price and accepted for purchase pursuant to the Offer. Holders whose Notes are validly tendered and accepted for purchase pursuant to the Offer will receive a cash payment representing the accrued and unpaid interest on such Notes from the last interest payment date (February 1, 2016) for such Notes preceding the Final Settlement Date to, but not including, the Final Settlement Date.

If at the Expiration Date the aggregate principal amount of the Notes validly tendered at or below the Clearing Price exceeds the Tender Cap, then on the Final Acceptance Date, Atwood will accept for purchase (subject to the terms and conditions of the Offer), first, Notes validly tendered at prices (in increments of $2.50) below the Clearing Price and, thereafter, Notes validly tendered at the Clearing Price on a prorated basis according to the principal amount of such Notes such that Atwood purchases an aggregate principal amount of Notes up to the Tender Cap. All Notes not accepted on the Final Acceptance Date as a result of proration and all Notes tendered at prices in excess of the Clearing Price will be rejected from the Offer and will be returned to tendering Holders at Atwood's expense.

If the Offer is not fully subscribed as of the Expiration Date, all Notes validly tendered at or prior to the Expiration Date may be accepted without proration, subject to the terms and conditions of the Offer.