Market Overview

EnscoRowan Announces Consent Solicitation with Respect to Rowan Companies Notes

Share:

Ensco Rowan plc (NYSE:ESV) ("EnscoRowan" or the "Company") announced
today that it has commenced a consent solicitation ("Consent
Solicitation") on behalf of its wholly-owned subsidiary, Rowan
Companies, Inc. (the "Issuer"), with respect to proposed amendments to
each of the indentures (the "Indentures") governing the following
outstanding senior notes (together, the "Notes") listed in the table
below, issued by the Issuer and guaranteed by Rowan Companies plc.

                   

Title of Security

CUSIP No.

Outstanding Principal Amount

4.875% Senior Notes due 2022 779382 AP5 $620,824,000
4.75% Senior Notes due 2024 779382 AR1 $398,117,000
7.375% Senior Notes due 2025 779382 AU4 $500,000,000
5.4% Senior Notes due 2042 779382 AQ3 $400,000,000
5.85% Senior Notes due 2044 779382 AS9 $400,000,000
 

EnscoRowan is currently evaluating an internal reorganization with
certain of its subsidiaries that would result in EnscoRowan becoming an
obligor under the Indentures (the "Internal Reorganization"). The
purpose of the Consent Solicitation is to amend the Indentures so that,
in the event that EnscoRowan becomes an obligor under the applicable
Indenture, certain covenants therein will be amended to be conformed
with the applicable covenants contained in the indentures governing the
senior notes issued by EnscoRowan and to have such covenants apply to
EnscoRowan rather than the Issuer (the "Conforming Amendments").
Following the Internal Reorganization, if it occurs, the Notes will be
pari passu with the other outstanding senior notes issued by the Company.

Under the Indenture governing the 7.375% Senior Notes due 2025 only, the
consummation of the Internal Reorganization together with a ratings
decline from both Moody's and S&P within 60 days from such consummation
may constitute a "Change of Control". With respect to the 2025 notes
only, the purpose of the Consent Solicitation is also to amend that
Indenture so that the consummation of the Internal Reorganization does
not constitute a "Change of Control" thereunder (the "CoC Amendment"
and, together with the Conforming Amendments, the "Proposed Amendments").

Subject to receiving the consent of the holders of at least a majority
of the aggregate principal amount of each series of Notes under an
Indenture (the "Required Consents") and satisfaction or waiver of all of
the other conditions to the Consent Solicitation, each holder of record
as of 5:00 p.m., New York City time, on May 31, 2019 who validly
delivers (and does not validly revoke) its consent prior to 5:00 p.m.,
New York City time, on June 7, 2019, unless extended by the Company in
its sole discretion (such time and date, as it may be extended, the
"Expiration Date"), will receive a cash payment of $2.50 for each $1,000
in aggregate principal amount of Notes for which such holder has
consented (the "Consent Fee"). The Consent Fee will be paid by the
Issuer promptly following the Expiration Date and the satisfaction or
waiver of the other conditions.

The Proposed Amendments will be effected through supplemental indentures
with respect to the applicable series of Notes, to be executed promptly
after receipt of the Required Consents. Holders will not be able to
revoke their consents after the applicable supplemental indenture is
executed, which may occur prior to the Expiration Date.

The Proposed Amendments will not become operative with respect to the
applicable series of Notes until (i) payment of the applicable Consent
Fee with respect to each Note of such series of Notes for which a
Consent Fee is payable, (ii) with respect to the Conforming Amendments
only, the Internal Reorganization is consummated or the Company
otherwise becomes an obligor under such series of Notes and the
applicable Indenture and (iii) with respect to the CoC Amendment only,
immediately prior to the consummation of the Internal Reorganization.

Beneficial owners who wish to participate in the consent solicitation
must promptly instruct their brokers, dealers, custodians or other
intermediaries to deliver a consent on their behalf to the tabulation
agent in accordance with The Depository Trust Company's Automated Tender
Offer Program's procedures, in advance of the Expiration Date as such
brokers, dealers, custodians or other intermediaries will require an
earlier deadline to receive their instructions.

EnscoRowan in its sole discretion may terminate the Consent Solicitation
without obligation at any time, whether or not the Required Consents
have been received, and may waive the consent conditions with respect to
a series of Notes without waiving the conditions with respect to any
other series of Notes. Full details of the terms and conditions of the
Consent Solicitation are included in the consent solicitation statement,
dated June 3, 2019.

EnscoRowan has engaged BofA Merrill Lynch, Citigroup and Deutsche Bank
Securities to act as solicitation agents and Barclays, BNP Paribas
Securities Corp., DNB Markets, Goldman Sachs & Co. LLC, HSBC and Morgan
Stanley to act as co-solicitation agents and Global Bondholder Services
Corporation to act as the information and tabulation agent in connection
with the Consent Solicitation. Additional information concerning the
terms and conditions of the Consent Solicitation may be obtained from
BofA Merrill Lynch by calling (888) 292-0070 (toll-free) or (980)
388-3646 or Citigroup at (800) 558-3745 (toll-free) or (212) 723-6106.
Requests for assistance in submitting consents or requests for
additional copies of the consent solicitation statement and related
documents should be directed to Global Bondholder Services Corporation
by calling (212) 430-3774 (banks and brokers collect) or (866) 794-2200
(all others toll-free) or by email at contact@gbsc-usa.com.

None of EnscoRowan or the Issuer, its board of directors, its officers,
the solicitation agents, the information agent or U.S. Bank National
Association, as trustee, or any of EnscoRowan's or their respective
affiliates, makes any recommendation that holders consent or refrain
from consenting to the Proposed Amendments, 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 consent to the Proposed
Amendments.

No Offer or Solicitation

This press release is for informational purposes only and is neither an
offer to sell nor a solicitation of an offer to buy any Notes or any
other securities. This press release is also not a solicitation of
consents with respect to the Proposed Amendments or any securities. The
solicitation of consents is not being made in any jurisdiction in which,
or to or from any person to or from whom, it is unlawful to make such
solicitation under applicable state or foreign securities or "blue sky"
laws.

Cautionary Statement Regarding Forward-Looking
Statements

Certain statements in this release constitute forward-looking statements
under the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to: statements regarding (i) the
Proposed Amendments and the execution of the supplemental indentures
giving effect thereto and (ii) the expected payment of the Consent Fee.
Words such as "anticipate," "believe," "could," "driving," "estimate,"
"expect," "goal," "intend," "may," "plan," "project," "seek," "should,"
"will," "would," and similar expressions are intended to help identify
forward-looking statements. Forward-looking statements reflect
management's current expectations, are based on judgments, are
inherently uncertain and are subject to risks, uncertainties and other
factors, which could cause our actual results, performance or
achievements to differ materially from the future results, performance
or achievements expressed or implied in those forward-looking
statements. Undue reliance should not be placed on the forward-looking
statements in this release, which are based on information available to
us on the date hereof. We undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

About EnscoRowan

Ensco Rowan plc is the industry leader in offshore drilling services
across all water depths and geographies. Operating a high-quality rig
fleet of ultra-deepwater drillships, versatile semisubmersibles and
modern shallow-water jackups, EnscoRowan has experience operating in
nearly every major offshore basin. With an unwavering commitment to
safety and operational excellence, and a focus on technology and
innovation, EnscoRowan was rated first in total customer satisfaction in
the latest independent survey by EnergyPoint Research - the ninth
consecutive year that the Company has earned this distinction. 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 www.enscorowan.com.

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