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EnscoRowan Announces Cash Tender Offers and Consent Solicitations

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Ensco Rowan plc (NYSE:ESV) ("EnscoRowan" or the "Company") announced today that it has commenced cash tender offers (collectively, the "Tender Offers," and each offer to purchase a series of notes individually, a "Tender Offer") to purchase up to $600,000,000 aggregate purchase price, exclusive of accrued interest (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of EnscoRowan and its wholly owned subsidiaries Ensco International Incorporated ("EII") and Rowan Companies, Inc. ("Rowan") set forth in the table below (collectively, the "Notes"). No more than $50,000,000 aggregate purchase price, exclusive of accrued interest (the "Capped Notes Tender Cap"), of the Company's 7.75% Senior Notes due 2026 (the "Capped Notes") will be purchased in the Tender Offers.

In connection with the Tender Offers, EnscoRowan has commenced solicitations of consents (collectively, the "Consent Solicitations" and each solicitation of consents for a series of Notes individually, a "Consent Solicitation") from holders of the Notes to amend certain provisions (the "Proposed Amendments") of the indentures governing the Notes (collectively, the "Indentures" and each an "Indenture"). The Proposed Amendments would amend the applicable Indenture with respect to the applicable series of Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default under such Indenture and modify certain notice requirements for redemption of such series of Notes.

The decision to pursue the Tender Offers and Consent Solicitations is part of the ongoing process by the Company to proactively manage its capital structure in a manner allowing it to most effectively execute its strategic priorities and maximize value for shareholders. In support of these objectives, the Company is focused on managing its debt maturities and cost of capital, and reducing total debt, including through the Tender Offers. After a thorough evaluation of its capital structure and market conditions, and based on the Company's ongoing conversations with shareholders, the Company's Board of Directors (the "Board") determined the Tender Offers announced today would allow it to better manage its balance sheet and preserve access to liquidity as compared to dividends or share repurchases. While the Board is supportive of returning capital to shareholders, with a track record that includes distributing $1.4 billion to shareholders since January 1, 2013, the Board has determined to not return capital to shareholders at this time, particularly given the Company's revolving credit facility restricts payment of dividends in excess of a regular quarterly dividend of $0.01 per share and prohibits the repurchase of shares, except in certain limited circumstances. The Board views the Company's revolving credit facility as an integral part of its financial flexibility and liquidity.

The terms and conditions of the Tender Offers and the Consent Solicitations are described in an Offer to Purchase and Consent Solicitation Statement dated June 25, 2019 (the "Offer to Purchase and Consent Solicitation").

 

Aggregate Principal Amount Outstanding(1)

 

 

Dollars per $1,000 Principal Amount of Notes

Series of Notes

Issuer(1)

CUSIP Number(2)

Capped Notes Tender Cap

Acceptance Priority Level

Tender Offer Consideration(3)

Early Tender Premium(3)

Total Consideration (3)(4)

4.50% Senior Notes due 2024

EnscoRowan

29358Q AC3

$623,328,000

N/A

 

1

 

$720.00

 

$30.00

 

$750.00

5.20% Senior Notes due 2025

EnscoRowan

29358Q AE9

$669,253,000

N/A

 

2

 

$715.00

 

$30.00

 

$745.00

7.20% Senior Notes due 2027

EII(5)

26874Q AB6

$150,000,000

N/A

 

3

 

$760.00

 

$30.00

 

$790.00

4.75% Senior Notes due 2024

Rowan(6)

779382 AR1

$398,117,000

N/A

 

4

 

$740.00

 

$30.00

 

$770.00

7.375% Senior Notes due 2025

Rowan(6)

779382 AU4

$500,000,000

N/A

 

5

 

$755.00

 

$30.00

 

$785.00

8.00% Senior Notes due 2024

EnscoRowan

29358Q AG4

$332,048,000

N/A

 

6

 

$820.00

 

$30.00

 

$850.00

7.75% Senior Notes due 2026

EnscoRowan

29358Q AH2

$1,000,000,000

$50,000,000

 

7

 

$720.00

 

$30.00

 

$750.00

____________________

(1)

As of June 25, 2019.

(2)

 

No representation is made as to the correctness or accuracy of the CUSIP Numbers listed herein or printed on the Notes. They are provided solely for the convenience of the holders of the Notes.

(3)

Per $1,000 principal amount of Notes validly tendered and accepted for purchase.

(4)

Includes the Early Tender Premium.

(5)

Guaranteed by EnscoRowan.

(6)

Guaranteed by Rowan Companies Limited, a wholly owned subsidiary of EnscoRowan ("Rowan UK").

Each of the Tender Offers and the Consent Solicitations will expire at 11:59 p.m., New York City time, on July 23, 2019, or any other date and time to which EnscoRowan extends such Tender Offer or Consent Solicitation (such date and time with respect to a Tender Offer or Consent Solicitation,

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