HOUSTON, Dec. 19, 2016 /PRNewswire/ -- Rowan Companies plc
("Rowan" or the "Company") (NYSE: RDC) today announced:
- early results of the previously announced cash tender offers
(as amended, the "Amended Tender Offers") to purchase the
outstanding senior notes of Rowan Companies, Inc., a Delaware corporation and indirect, wholly
owned subsidiary of the Company ("RCI"), listed in the table below
(collectively, the "Notes"), for a maximum aggregate purchase price
of up to $750,000,000, excluding
accrued and unpaid interest (such purchase price, subject to
increase by RCI, the "Aggregate Maximum Purchase Price");
- an increase in the aggregate amount of the 7.875% Senior Notes
due 2019 (the "2019 Notes") being purchased from $100,000,000 to $207,215,910, excluding accrued and unpaid
interest; and
- an increase in the consideration offered per $1,000 principal amount of each of the 4.875%
Senior Notes due 2022 (the "2022 Notes") and the 4.750% Senior
Notes due 2024 (the "2024 Notes") as shown in the table below in
the column entitled "Amended Tender Offer Consideration per U.S.
$1,000.00."
This announcement amends RCI's Offer to Purchase, dated
December 5, 2016 (as amended, the
"Offer to Purchase"). Other than the amendments described
above, all terms and conditions in the Offer to Purchase remain
unchanged.
According to information received from Global Bondholder
Services Corporation ("GBSC"), the Tender and Information Agent for
the Amended Tender Offers, as of 5:00
p.m., New York City time,
on December 16, 2016 (that date and
time, the "Early Tender Time"), RCI had received valid tenders from
holders of the Notes as outlined in the table below.
Title of
Notes
|
CUSIP
Number
|
Tender
Cap
(U.S.
$)(1)
|
Acceptance
Priority
Level
|
Principal
Amount
Tendered
(U.S.
$)
|
Principal
Amount
Accepted
(U.S. $)
|
Total
Consideration per U.S.
$1,000.00(2)
|
Tender Offer
Consideration
per U.S.
$1,000.00(3)
|
Amended
Tender Offer
Consideration
per U.S.
$1,000.00
|
5.000% Senior Notes
due 2017
|
779382AN0
|
N/A
|
1
|
$265,545,000
|
$265,545,000
|
$1,025.50
|
$995.50
|
N/A
|
7.875% Senior Notes
due 2019
|
779382AK6
|
$207,215,910
|
2
|
$186,681,000
|
$186,681,000
|
$1,110.00
|
$1,080.00
|
N/A
|
4.875% Senior Notes
due 2022
|
779382AP5
|
$235,000,000
|
3
|
$9,837,000
|
$9,837,000
|
$945.00(4)
|
N/A
|
$945.00(5)
|
4.750% Senior Notes
due 2024
|
779382AR1
|
$50,000,000
|
4
|
$1,883,000
|
$1,883,000
|
$900.00
|
N/A
|
$900.00(5)
|
__________
(1) The Tender Caps
apply to the aggregate purchase price, excluding accrued and unpaid
interest, of the applicable series of Notes.
|
(2) The amounts,
which exclude accrued and unpaid interest, will be paid per U.S.
$1000.00 on the Early Settlement Date (defined below).
|
(3) Holders who
tender 5.000% Senior Notes due 2017 (the "2017 Notes") or 2019
Notes after the Early Tender Time will receive only the Tender
Offer Consideration per U.S. $1,000.00 and no Early Tender Premium.
Holders who tender 2022 Notes or 2024 Notes after the Early Tender
Time will receive only the amounts shown under "Amended Tender
Offer Consideration per U.S. $1,000.00" and no Early Tender
Premium. All amounts exclude accrued and unpaid
interest.
|
(4) Reflects an
increase of $15.00 over the Total Consideration per U.S. $1,000.00
set forth in the Offer to Purchase distributed on December 5, 2016
with respect to the 2022 Notes.
|
(5) Reflects
increases of $45.00 and $30.00 over the Tender Offer Consideration
per U.S. $1,000.00 set forth in the Offer to Purchase distributed
on December 5, 2016 with respect to the 2022 Notes and the 2024
Notes, respectively.
|
The deadline for holders to validly withdraw tenders of Notes
has passed. Accordingly, Notes that were tendered before the Early
Tender Time and any additional Notes that are tendered at or prior
to 12:00 midnight, New York City
time, at the end of the day on January 3,
2017 (the "Expiration Date") may not be withdrawn, except in
the limited circumstances described in the Offer to Purchase.
The Amended Tender Offers are subject to the conditions
described in the Offer to Purchase. However, the financing
condition described in the Offer to Purchase is expected to be
satisfied on the date hereof, upon the closing of RCI's previously
announced offering of senior notes in an aggregate principal amount
of $500,000,000. Subject to the
satisfaction or waiver of all remaining conditions to the Amended
Tender Offers described in RCI's Offer to Purchase having been
either satisfied or waived by RCI, RCI intends to accept for
purchase all of the Notes validly tendered (and not validly
withdrawn) before the Early Tender Time. These Notes will be
purchased on the "Early Settlement Date," which is currently
expected to occur on the date hereof.
Payments for the Notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of Notes up to, but not
including, the applicable Settlement Date (as such term is defined
in the Offer to Purchase). Holders of Notes that were validly
tendered (and not validly withdrawn) prior to the Early Tender Time
and accepted for purchase pursuant to the Amended Tender Offers
will receive the applicable Total Consideration (as set forth in
the table above) for such series, which includes the early tender
premium of $30.00 for each series of
Notes as set forth in the Offer to Purchase (the "Early Tender
Premium").
Notes that have been validly tendered and not validly withdrawn
on or before the Early Tender Time will be accepted for purchase in
priority to other Notes tendered after the Early Tender Time even
if such Notes tendered after the Early Tender Time have a higher
acceptance priority level than Notes tendered prior to the Early
Tender Time. The acceptance priority levels are specified in
the table above and on the cover page of the Offer to Purchase in
the column entitled "Acceptance Priority Level" (the "Acceptance
Priority Levels"), with 1 being the highest Acceptance Priority
Level and 4 being the lowest Acceptance Priority Level.
Notes of a series tendered after the Early Tender Time and prior
to the Expiration Date may be subject to proration if the aggregate
purchase price, excluding accrued interest, of the Notes of such
series validly tendered and not validly withdrawn is greater than
the applicable tender cap (specified in the table above in the
column entitled "Tender Cap") or would cause the Aggregate Maximum
Purchase Price to be exceeded.
Full details of the terms and conditions of the Amended Tender
Offers are set forth in the Offer to Purchase, which is available
from GBSC.
Citigroup Global Markets Inc. ("Citigroup"), MUFG Securities
Americas Inc. ("MUFG"), BofA Merrill Lynch and Barclays Capital
Inc. ("Barclays") are the Dealer Managers in the Amended Tender
Offers. GBSC has been retained to serve as the Tender and
Information Agent for the Amended Tender Offers. Persons with
questions regarding the Amended 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 Tender and Information agent
or the trustee 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 Amended 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 Amended Tender
Offers are required to be made by a licensed broker or dealer, the
Amended 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 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." For more information on the Company, please
visit www.rowan.com.
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.
2800 Post Oak Blvd., Suite 5450,
Houston, Texas 77056
Tel: (713) 621-7800
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SOURCE Rowan Companies plc