HOUSTON, Dec. 7, 2016 /PRNewswire/ -- Rowan Companies plc
("Rowan" or the "Company") (NYSE: RDC) announced today the pricing
of an underwritten public offering of $500
million in aggregate principal amount of 7.375% senior
unsecured notes due 2025 (the "Notes"). The Notes will be the
senior, unsecured obligations of Rowan Companies, Inc., a
Delaware corporation and indirect,
wholly owned subsidiary of the Company ("RCI"). The Notes will be
fully and unconditionally guaranteed, on a senior, unsecured basis,
by the Company. The expected settlement date for the offering is
December 19, 2016, subject to
customary closing conditions.
The Company intends to use the net proceeds of the offering,
together with cash on hand, to fund its recently announced tender
offers (the "Tender Offers") to purchase for cash up to
$750 million aggregate purchase
price, excluding accrued interest, of RCI's 5.000% senior notes due
2017, 7.875% senior notes due 2019, 4.875% senior notes due 2022
and 4.750% senior notes due 2024. If the Tender Offers, which are
subject to market conditions and other factors, including a
$100 million cap with respect to the
senior notes due 2019, a $235 million
cap with respect to the senior notes due 2022 and a $50 million cap with respect to the senior notes
due 2024, are not consummated, or the aggregate purchase price of
the notes tendered in the Tender Offers and accepted for payment is
less than the net proceeds of the offering, the Company will use
the remainder of those proceeds for general corporate purposes,
including capital expenditures.
BofA Merrill Lynch and Barclays Capital Inc. are acting as joint
book-running managers for the senior notes offering.
The offering is being made pursuant to an effective automatic
shelf registration statement on Form S-3 (Registration No.
333-204157) previously filed with the U.S. Securities &
Exchange Commission (the "SEC"). A preliminary prospectus
supplement and accompanying prospectus describing the terms of the
offering have been filed with the SEC, and may be obtained free of
charge at the SEC's website at http://www.sec.gov or from the
underwriters of the offering upon request by contacting BofA
Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor,
Charlotte NC 28255-0001, Attn: Prospectus Department, or by
email at dg.prospectus_requests@baml.com or Barclays Capital Inc.
at 1-888-603-5847.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described above, nor
shall there be any sale of these securities, in any state or
jurisdiction in which such offer, solicitation or sale of these
securities would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. The
securities are being offered by means of a prospectus supplement
and accompanying prospectus and only to such persons and in such
jurisdictions as is permitted under applicable law. The Tender
Offers are made subject to the terms of an 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 are deemed to be
made on behalf of Rowan 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 29 mobile offshore drilling units, composed of 25
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