Rowan Announces Final Results and Expiration of Cash Tender Offers

Jan 04 2017

HOUSTON, Jan. 4, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) today announced final results and expiration of the previously announced cash tender offers (the "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 million, excluding accrued and unpaid interest.

According to information received from Global Bondholder Services Corporation ("GBSC"), the Tender and Information Agent for the Tender Offers, as of 12:00 midnight (New York City time) on January 3, 2017, RCI had received valid tenders from holders of the Notes as outlined in the table below.

Title of Notes

CUSIP
Number

Aggregate Principal Amount
Outstanding at Commencement
(U.S. $)(1)

Total Principal Amount
Tendered and Accepted
(U.S. $)

Total Purchase Price
(U.S. $)(2)

5.000% Senior Notes due 2017

779382AN0

$357,730,000

$265,680,000

$272,450,790

7.875% Senior Notes due 2019

779382AK6

$396,518,000

$187,591,000

$208,198,710

4.875% Senior Notes due 2022

779382AP5

$700,000,000

$43,401,000

$41,013,945

4.750% Senior Notes due 2024

779382AR1

$400,000,000

$1,883,000

$1,694,700

(1) Aggregate principal amount outstanding as of December 2, 2016, the date of commencement of the Tender Offers.

(2) Excludes accrued and unpaid interest.

On the date hereof, RCI intends to accept and purchase all Notes validly tendered and not validly withdrawn that have not already been accepted and purchased.  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 date hereof.

Citigroup Global Markets Inc. ("Citigroup"), MUFG Securities Americas Inc. ("MUFG"), BofA Merrill Lynch and Barclays Capital Inc. ("Barclays") acted as the Dealer Managers in the Tender Offers. GBSC served 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.

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 were made only pursuant to the Offer to Purchase, dated December 5, 2016, as amended on December 19, 2016, and only in such jurisdictions as permitted under applicable law.

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.

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SOURCE Rowan Companies plc

Chris Pitre, Vice President, Investor Relations and Corporate Development, chris.pitre@rowancompanies.com, 1 713 968 6642; or Carrie Prati, Manager, Marketing and Investor Relations, carrie.prati@rowancompanies.com, 1 713 960 7581