Market Overview

Ensco plc and Rowan Companies plc Merge to Form Ensco Rowan plc, Industry-Leading Offshore Driller


Liquidity and Financial Flexibility Enhanced by Increased Revolving
Credit Facility Capacity

Ensco Rowan plc (NYSE:ESV) ("EnscoRowan" or the "Company"), today
announced the completion of the previously disclosed merger of Ensco plc
("Ensco") and Rowan Companies plc ("Rowan"), which follows the
satisfaction of the transaction's closing conditions including
overwhelming approval by each company's shareholders and sanction by the
UK Court of the scheme of arrangement implementing the transaction. The
Company will trade on the New York Stock Exchange under the ticker
symbol ESV. EnscoRowan will maintain its headquarters in London,
England, with a significant presence in Houston, Texas.

Under the terms of the transaction agreement, Rowan shareholders
received 2.750 Ensco shares for each Rowan share they owned immediately
prior to closing. Legacy Ensco and Rowan shareholders own approximately
55% and 45%, respectively, of the outstanding shares of EnscoRowan.
Following the closing of the transaction, ordinary shares of the
combined company have been consolidated through a 4:1 reverse stock
split, resulting in approximately 197 million ordinary shares

Tom Burke, EnscoRowan's President and Chief Executive Officer, said,
"The successful completion of our merger further enhances our market
leadership with a fleet of high-specification floaters and jackups and
diverse customer base. Our growing geographic presence,
technologically-advanced drilling rigs and talented employees position
us exceptionally well to meet increasing and evolving customer demand. I
look forward to executing on the significant long-term growth
opportunities we believe we can capture from our combined strengths as
the offshore sector recovers."

Carl Trowell, EnscoRowan's Executive Chairman, stated, "The combination
of Ensco and Rowan creates an industry-leading offshore driller across
all water depths, establishing a stronger company capable of thriving
throughout the market cycles. Our increased scale, diversification and
financial strength will provide significant advantages to better serve
our customers and unlock long-term value for our shareholders. We are
excited to move forward together as a combined company."

In conjunction with the closing of the transaction and the termination
of the Rowan revolving credit facilities, the Company has executed an
agreement with its banking group to increase the capacity under its
revolving credit facility. As a result, EnscoRowan will have borrowing
capacity under its unsecured revolving credit facility of approximately
$2.3 billion through September 2019, and approximately $1.7 billion from
October 2019 through September 2022. It is EnscoRowan's intention that
the senior notes issued by Ensco plc and the senior notes issued by
Rowan Companies Inc. guaranteed by Rowan Companies plc will be made pari
passu and equal in right of payment with each other.

Jon Baksht, EnscoRowan's Senior Vice President and Chief Financial
Officer, added, "We are pleased with the support of our banking group
and their recognition of the strengthened position of the Company
following the closing of the merger. We will have one of the strongest
liquidity positions in the offshore drilling sector, giving us a
competitive advantage as we move forward as a combined company."

Morgan Stanley & Co. LLC acted as lead financial advisor to Ensco. HSBC
Securities (USA) Inc. and Citigroup Global Markets Inc. also provided
financial advice to Ensco. Ensco's legal advisors are Gibson, Dunn &
Crutcher LLP and Slaughter and May. Goldman Sachs & Co. LLC served as
financial advisor to Rowan, and Kirkland & Ellis LLP served as legal

About Ensco Rowan plc

Ensco Rowan plc (NYSE:ESV) was formed by the combination of two leading
offshore drillers with decades of experience and knowledge to create the
most capable, effective and highest performing offshore drilling service
company in the world. Our diverse rig fleet of ultra-deepwater
drillships, versatile semisubmersibles and modern shallow-water jackups
enables us to provide drilling services across all water depths with
unmatched scale, geographic presence and customer relationships. Ensco
Rowan plc is an English limited company (England No. 7023598) with its
corporate headquarters located at 6 Chesterfield Gardens, London W1J
5BQ. To learn more, visit our website at

Forward-Looking Statements

Statements included in this document regarding the transaction
between Ensco and Rowan, including related to the benefits of the
transaction between Ensco and Rowan and other statements that are not
historical facts, are forward-looking statements (including within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended).
Forward-looking statements include words or phrases such as
"anticipate," "believe," "contemplate," "estimate," "expect," "intend,"
"plan," "project," "could," "may," "might," "should," "will" and words
and phrases of similar import. These statements involve risks and
uncertainties including, but not limited to, actions by regulatory
authorities, rating agencies or other third parties, actions by the
respective companies' security holders, costs and difficulties related
to integration of Ensco and Rowan, delays, costs and difficulties
related to the transaction, market conditions, and EnscoRowan's
financial results and performance following the completion of the
transaction, ability to repay debt and timing thereof, availability and
terms of any financing and other factors detailed in the risk factors
section and elsewhere in Ensco's and Rowan's Annual Report on Form 10-K
for the year ended December 31, 2018 and their respective other filings
with the Securities and Exchange Commission (the "SEC"), which are
available on the SEC's website at
Should one or more of these risks or uncertainties materialize (or the
other consequences of such a development worsen), or should underlying
assumptions prove incorrect, actual outcomes may vary materially from
those forecasted or expected. All information in this document is as of
today. Except as required by law, EnscoRowan disclaims any intention or
obligation to update publicly or revise such statements, whether as a
result of new information, future events or otherwise.

View Comments and Join the Discussion!
Lightning Fast
Market News Service
$199 Free 14 Day Trial