Rowan Announces Public Offering of $400 Million of Senior Notes

HOUSTON, Dec. 5, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today the launch of an underwritten public offering of $400 million in aggregate principal amount of 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 Company intends to use the net proceeds of the offering, together with cash on hand, to fund 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. will act 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 will be 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 will be 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 will be 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 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