Rowan Announces Cash Tender Offers

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").

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