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Form 8806 - ENSCO International Incorporated


Name and address of the reporting corporation:

ENSCO International Incorporated
500 North Akard
Suite 4300
Dallas, TX  75201-3331

Date of transaction:


Description of the transaction

At 12:01 a.m., Eastern Standard Time, on December 23, 2009, Ensco Newcastle LLC, a Delaware limited liability company (“Mergeco”), merged with and into ENSCO International Incorporated, A Delaware corporation (“Ensco Delaware”).  Mergeco was an indirect, wholly-owned subsidiary of Ensco International plc, a public limited company organized under the laws of England and Wales (“Ensco UK”).  Ensco Delaware survived the merger as an indirect, wholly-owned subsidiary of Ensco UK.  Each share of Ensco Delaware common stock was automatically cancelled and converted into the right to receive one American depositary share (“ADS”) representing one Class A Ordinary Share of Ensco UK.  Each outstanding limited liability company interest in Mergeco was converted into one share of common stock of Ensco Delaware, as the surviving corporation in the merger.  Upon completion of the merger, Ensco UK indirectly (through a disregarded entity) owns all of the issued and outstanding shares of Ensco Delaware.  Accordingly, Ensco UK acquired control of Ensco Delaware for purposes of IRS Form 8806, Information Return for Acquisition of Control of Substantial Change in Capital Structure.

Did the reporting corporation’s shareholders receive any stock or other property in exchange for their stock in  the reporting corporation, for which the reporting corporation has reasonably determined that the shareholders are required to recognize gain (if any).from the exchange of such stock?


Fair market value of the stock or other property received

The fair market value of each ADS received by an Ensco Delaware shareholder pursuant to the merger is $42.18, determined by the average of the high (($42.60) and low ($41.75) selling prices of an ADS on December 23, 2009.

Description of the stock or other property received

Each shareholder of Ensco Delaware received an ADS representing one Class A Ordinary Share of Ensco UK in exchange for each share of Ensco Delaware common stock.