HOUSTON, Dec. 5, 2016 /PRNewswire/ -- Rowan Companies plc
("Rowan" or the "Company") (NYSE: RDC) today announced that Rowan
Companies, Inc., a Delaware
corporation and indirect, wholly owned subsidiary of the Company
("RCI"), has launched offers to purchase for cash (collectively,
the "Tender Offers" and each a "Tender Offer") its outstanding
senior notes listed in the table below (collectively, the "Notes"),
upon the terms and conditions described in RCI's Offer to Purchase
dated December 5, 2016 (the "Offer to
Purchase").
|
|
Aggregate Principal Amount
Outstanding(1) (U.S. $)
|
|
|
Dollars per U.S.
$1,000 Principal Amount of
Notes
|
Title of
Notes
|
CUSIP
Number
|
Tender
Cap
(U.S.
$)(2)
|
Acceptance
Priority Level
|
Tender Offer
Consideration(3) (U.S. $)
|
Early Tender
Premium
(U.S.
$)
|
Total
Consideration(3)(4) (U.S. $)
|
5.000% Senior Notes
due 2017
|
779382AN0
|
$357,730,000
|
N/A
|
1
|
$995.50
|
$30.00
|
$1,025.50
|
7.875% Senior Notes
due 2019
|
779382AK6
|
$396,518,000
|
$100,000,000
|
2
|
$1,080.00
|
$30.00
|
$1,110.00
|
4.875% Senior Notes
due 2022
|
779382AP5
|
$700,000,000
|
$235,000,000
|
3
|
$900.00
|
$30.00
|
$930.00
|
4.750% Senior Notes
due 2024
|
779382AR1
|
$400,000,000
|
$50,000,000
|
4
|
$870.00
|
$30.00
|
$900.00
|
|
|
(1)
|
Aggregate principal
amount outstanding as of December 2, 2016.
|
(2)
|
The Tender Caps apply
to the aggregate purchase price, excluding accrued interest, of the
applicable series of Notes.
|
(3)
|
Does not include
accrued interest, which will be paid in addition to the Total
Consideration or the Tender Offer Consideration, as
applicable.
|
(4)
|
Includes the Early
Tender Premium.
|
RCI is offering to purchase an aggregate principal amount of
Notes that will not result in an aggregate amount that all holders
of the Notes are entitled to receive in the Tender Offers,
excluding accrued and unpaid interest, that exceeds $750,000,000 (such purchase price, subject to
increase by RCI, the "Aggregate Maximum Purchase Price").
Subject to the Aggregate Maximum Purchase Price, the amount of a
series of Notes that is purchased in the Tender Offers on any
settlement date will be based on the order of priority set forth in
the above table (with 1 being the highest Acceptance Priority Level
and 4 being the lowest Acceptance Priority Level), subject to the
proration arrangements applicable to the Tender Offers. In
addition, no more than $100 million
aggregate purchase price, excluding accrued interest (subject to
increase by RCI, the "2019 Tender Cap") of RCI's 7.875% senior
notes due 2019 (the "2019 Notes"), no more than $235 million aggregate purchase price, excluding
accrued interest (subject to increase by RCI, the "2022 Tender
Cap"), of RCI's 4.875% senior notes due 2022 (the "2022 Notes") and
no more than $50 million aggregate
purchase price, excluding accrued interest (subject to increase by
RCI, the "2024 Tender Cap" and, together with the 2019 Tender Cap
and the 2022 Tender Cap, the "Tender Caps"), of RCI's 4.750% senior
notes due 2024 (the "2024 Notes") will be purchased in the Tender
Offers.
Each Tender Offer is a separate offer and will expire at 12:00
midnight, New York City time, at
the end of the day on January 3,
2017, unless individually amended, extended or terminated by
RCI (the "expiration date"). No tenders submitted after the
expiration date will be valid. Subject to the terms and conditions
of the Tender Offers, the consideration for each $1,000 principal amount of the Notes validly
tendered and accepted for purchase pursuant to the Tender Offers
will be the applicable Tender Offer Consideration set forth in the
above table. Holders of Notes that are validly tendered prior to
5:00 p.m., New York City time, on December 16, 2016 (subject to extension, the
"early tender time") and accepted for purchase pursuant to the
applicable Tender Offer will receive the applicable Total
Consideration set forth in the above table, which includes the
applicable Tender Offer Consideration plus the applicable Early
Tender Premium. Holders of Notes tendering their Notes after the
early tender time will not be eligible to receive the Early Tender
Premium. All Notes validly tendered and accepted for purchase
pursuant to the Tender Offers will also receive accrued and unpaid
interest on such Notes from the last interest payment date with
respect to those Notes to, but not including, the applicable
settlement date.
Tendered Notes may be withdrawn from the Tender Offers prior to
5:00 p.m., New York City time, on December 16, 2016, unless extended by RCI (the
"withdrawal deadline"). Holders of Notes who tender their Notes
after the withdrawal deadline, but prior to the expiration date,
may not withdraw their tendered Notes. RCI reserves the right, but
is under no obligation, to increase the Aggregate Maximum Purchase
Price and/or any or all of the Tender Caps at any time, subject to
applicable law. If RCI increases the Aggregate Maximum Purchase
Price and/or any or all of the Tender Caps, it does not expect to
extend the withdrawal deadline, subject to applicable law.
RCI reserves the right, but is under no obligation, at any point
following the early tender time and before the expiration date, to
accept for purchase any Notes validly tendered prior to the early
tender time. The early settlement date will be determined at RCI's
option and is currently expected to occur on December 19, 2016, subject to all conditions to
the Tender Offers having been either satisfied or waived by RCI as
of the early settlement date. RCI will purchase any remaining Notes
that have been validly tendered and accepted in the Tender Offers
prior to the expiration date promptly following the expiration
date. The final settlement date is expected to occur on
January 4, 2017, the first business
day following the expiration date. If RCI does not elect to have an
early settlement date, payment for such Notes will be made on the
final settlement date.
Subject to the Aggregate Maximum Purchase Price, the Tender Caps
and proration, RCI will accept Notes for purchase in the Tender
Offers in the following order:
(i)
with
respect to Notes validly tendered prior to the early tender time,
all Notes having a higher Acceptance Priority Level will be
accepted before any Notes validly tendered prior to the early
tender time having a lower Acceptance Priority Level are accepted
in the Tender Offers; and
(ii)
with respect
to Notes validly tendered after the early tender time, all Notes
having a higher Acceptance Priority Level will be accepted before
any Notes validly tendered after the early tender time having a
lower Acceptance Priority Level are accepted in the Tender
Offers.
If the aggregate purchase price, excluding accrued interest, of
Notes validly tendered by the early tender time equals or exceeds
the Aggregate Maximum Purchase Price, holders who validly tender
Notes after the early tender time will not have any of their Notes
accepted for purchase. Notes validly tendered prior to the early
tender time will be accepted for purchase in priority to Notes
validly tendered after the early tender time, even if Notes validly
tendered after the early tender time have a higher Acceptance
Priority Level than Notes validly tendered prior to the early
tender time. Acceptance for tenders of Notes of a series may be
subject to proration if the aggregate purchase price of such series
of Notes validly tendered would result in an aggregate purchase
price that exceeds the Aggregate Maximum Purchase Price. Acceptance
for tenders of the 2019 Notes, the 2022 Notes and the 2024 Notes
may be subject to proration if the aggregate purchase price,
excluding accrued interest, of validly tendered 2019 Notes, 2022
Notes or 2024 Notes exceeds the applicable Tender Cap.
The Tender Offers are not conditioned upon the tender of any
minimum principal amount of Notes of any series. However, the
Tender Offers are subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer
to Purchase, including RCI's concurrently announced offering of
senior notes (the "notes offering") resulting in gross proceeds of
at least $400 million to RCI.
RCI intends to fund the Tender Offers, including accrued and
unpaid interest and fees and expenses payable in connection with
the Tender Offers, with proceeds from the notes offering and cash
on hand.
Citigroup Global Markets Inc. ("Citigroup"), MUFG Securities
Americas Inc. ("MUFG"), BofA Merrill Lynch and Barclays Capital
Inc. ("Barclays") are the Dealer Managers in the Tender Offers.
Global Bondholder Services Corporation ("GBSC") has been retained
to serve as the Tender and Information Agent for the Tender Offers.
Persons with questions regarding the Tender Offers should contact
Citigroup at (toll free) (800) 558-3745 or (collect) (212)
723-6106, MUFG at (toll free) (877) 744-4532 or (collect) (212)
405-7481, BofA Merrill Lynch at (toll free) (888) 292-0070 or
(collect) (980) 388-3646 or Barclays (toll free) (800) 438-3242 or
(collect) (212) 528-7581. Requests for the Offer to Purchase should
be directed to GBSC at (toll free) (866) 794-2200 or (collect)
(212) 430-3774.
None of the Company, its board of directors, its officers, the
dealer managers, the depositary, the information agent or the
trustees with respect to the Notes, or any of their respective
affiliates, makes any recommendation that holders tender or refrain
from tendering all or any portion of the principal amount of their
Notes, and no one has been authorized by any of them to make such a
recommendation. Holders must make their own decision as to whether
to tender their Notes and, if so, the principal amount of Notes to
tender.
This news release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offers are being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law. In any jurisdiction in which the Tender Offers are
required to be made by a licensed broker or dealer, the Tender
Offers will be deemed to be made on behalf of RCI by the Dealer
Managers, or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
The Company is a global provider of contract drilling services
with a fleet of 30 mobile offshore drilling units, composed of 26
jack-up rigs and four ultra-deepwater drillships. The
Company's fleet operates worldwide, including the United States
Gulf of Mexico, the United Kingdom
and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's
Class A Ordinary Shares are traded on the New York Stock Exchange
under the symbol "RDC."
Statements herein that are not historical facts are forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation,
statements as to the expectations, beliefs and future expected
business, financial and operating performance and prospects of the
Company. These forward-looking statements are based on our
current expectations and are subject to certain risks, assumptions,
trends and uncertainties that could cause actual results to differ
materially from those indicated by the forward-looking
statements. Among the factors that could cause actual results
to differ materially include oil and natural gas prices, the level
of offshore expenditures by energy companies, variations in energy
demand, changes in day rates, cancellation, early termination or
renegotiation by our customers of drilling contracts, risks
associated with fixed cost drilling operations, cost overruns or
delays in transportation of drilling units, cost overruns or delays
in maintenance and repairs, cost overruns or delays for conversion
or upgrade projects, operating hazards and equipment failure, risks
of collision and damage, casualty losses and limitations on
insurance coverage, customer credit and risk of customer
bankruptcy, conditions in the general economy and energy industry,
weather conditions and severe weather in the Company's operating
areas, increasing complexity and costs of compliance with
environmental and other laws and regulations, changes in tax laws
and interpretations by taxing authorities, civil unrest and
instability, terrorism, piracy and hostilities in our areas of
operations that may result in loss or seizure of assets,
impairments, the outcome of disputes, including tax disputes, and
legal proceedings, effects of the change in our corporate
structure, and other risks disclosed in the Company's filings with
the U.S. Securities and Exchange Commission. Each forward-looking
statement speaks only as of the date hereof, and the Company
expressly disclaims any obligation to update or revise any
forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc