22 Apr 2019listing compliance notice▼ BadMajor
ROWAN COMPANIES PLC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
11 Apr 2019listing compliance notice● NeutralMajor
ROWAN COMPANIES PLC's exchange filed to remove a class of its securities from listing.
11 Apr 2019business combination● NeutralMajor
The Ensco deal closed on April 11, 2019: each Rowan share was converted into 2.750 Ensco shares (cash for fractions), the final ratio after the January increase from 2.215. Rowan shares stopped trading on the NYSE and Rowan is now an indirect wholly owned subsidiary of the combined company, with deregistration to follow. Both the 2014 and 2018 credit agreements were terminated. All Rowan directors except Thomas Burke resigned, with P. Carey Lowe and Jonathan Cross joining. All officers except Burke, Darin Gibbins and Dennis Baldwin left their officer roles. This completes the open Ensco thread.
4 Mar 2019debt financing● Neutral
On Feb 28, 2019 Rowan amended its May 2018 credit agreement: lender commitments are cut by $191 million to $764 million, and a change-of-control default triggered by the Ensco deal is waived for six months. The amendment only takes effect if the old 2014 credit agreement is terminated and the Ensco transaction closes, which still needs final regulatory approval and other conditions.
29 Jan 2019material agreement▲ GoodMajor
On Jan 28, 2019 Rowan and Ensco amended their deal so Rowan shareholders get 2.750 Ensco shares per Rowan share instead of 2.215; the press release calls this a 24.2% increase. All other terms stay the same. This changes the exchange ratio set in October and gives Rowan holders a larger share of the combined company than the earlier roughly 39% (the filing does not state the new percentage). The press release also says Odey Asset Management, a major Rowan shareholder, supports the amended agreement.
11 Dec 2018business combination● NeutralMajor
Rowan filed the final joint proxy statement (dated Dec 11, 2018) for the Ensco deal first previewed in the October preliminary version. Rowan holders would get 2.215 Ensco shares per Rowan share, ending with about 39% of the combined company (Ensco holders about 61%), with an Ensco meeting set for Jan 23, 2019. The deal still needs Ensco and Rowan shareholder votes and UK court sanction. Ensco also plans a 1-for-4 reverse split, which is not a condition of the deal.
30 Oct 2018business combination● NeutralMajor
Rowan filed a preliminary proxy statement for a deal under which Ensco plc, under a Transaction Agreement of October 7, 2018, would acquire all of Rowan through a UK court-sanctioned scheme of arrangement. Rowan shareholders would receive 2.215 Ensco shares per Rowan share, ending with roughly 39% of the combined company (Ensco holders about 61%); Ensco also plans a 1-for-4 reverse split. It needs votes from both companies' shareholders and court sanction; the company would be renamed Ensco Rowan plc. This is a new thread that would change Rowan shareholders' holdings into Ensco shares, but it is not yet completed.
23 May 2018debt financing● NeutralMajor
On May 22, 2018 Rowan signed a new $955 million unsecured revolving credit facility (maturing May 2023, or February 2022 if the 4.875% notes are not refinanced by then) and cut its existing facility to about $310.7 million, with nothing currently borrowed under it. Wilmington Trust replaced Wells Fargo as agent on the old facility. The new facility carries financial covenants, including a $300 million minimum liquidity and debt-to-capitalisation limit of 55%.
19 Oct 2017material agreement▲ GoodMajor
The Saudi Aramco joint venture agreed in November 2016, now called ARO Drilling, began operations on October 17, 2017. Rowan sold three jack-up rigs to it (including the idle J.P. Bussell), and the venture paid out about $88 million in excess cash to each partner, keeping each at 50%. Two more Rowan rigs are to be sold after their contracts end in late 2018, and ARO will manage Rowan's seven remaining Saudi jack-ups. The filing says the economics to Rowan are not materially changed by the amended formation mechanics.
19 Dec 2016debt financing● NeutralMajor
The $500 million of 7.375% Senior Notes due 2025, announced earlier in December, closed on December 19, 2016, with net proceeds of about $492.7 million. Rowan plans to use them with cash on hand to fund tender offers to buy back up to $750 million of its 2017, 2019, 2022 and 2024 notes; any leftover goes to general corporate purposes. The same day Rowan announced early tender results and amendments, including raising the 2019 notes purchase from $100 million to $207.2 million (press release details are cut off in the text provided).
9 Dec 2016material agreement● NeutralMajor
On December 6, 2016 Rowan Delaware and its UK parent signed an underwriting agreement to sell $500 million of 7.375% Senior Notes due 2025, guaranteed by the UK parent. The filing says certain underwriters are dealer managers for tender offers Rowan Delaware began on December 5, 2016, and that proceeds may be used to fund part of them (the filing does not state that they will). It covers the underwriting agreement only, with no closing or net proceeds stated.
21 Nov 2016material agreement● NeutralMajor
On November 21, 2016 Rowan and Saudi Aramco signed a Shareholders' Agreement for a 50/50 joint venture to own and run offshore drilling rigs in Saudi Arabia, expected to start in Q2 2017. Rowan will contribute three rigs and its local shore-based operations at the start and two more in late 2018, with each partner putting in $25 million of working capital. Each partner is also obliged to fund up to 20 newbuild jack-ups over ten years, capped at $1.25 billion per partner. Rigs contributed get contracts totalling 15 years, repriced every three years. Rowan's other Saudi rigs would be managed by the venture until their contracts end. This changes how Rowan's long-running Aramco business is held.
29 Jan 2016debt financing▼ BadMajor
Effective January 25, 2016, Rowan extended its revolving credit facility by a year to January 23, 2021, with availability of $1.5 billion through January 23, 2019, falling to $1.44 billion through January 2020 and about $1.29 billion to maturity; the press release says it is undrawn. The board also eliminated the $0.10 quarterly dividend per Class A share immediately (the release says this frees $50 million a year), and about $98 million of senior notes were retired in Q4 2015. For shareholders, the dividend is gone, while liquidity was strengthened. The facility is larger than the $1.0 billion set in January 2014 (it was amended again on May 5, 2015 per the filing).
26 Sept 2014production update▲ Good
Rowan furnished its routine monthly fleet status report as of September 25, 2014. It shows Rowan Renaissance operating off West Africa for Repsol, Rowan Resolute having left the HHI shipyard on July 22, 2014 with an Anadarko contract starting early November 2014, Rowan Reliance due from the shipyard at the end of October 2014 for Cobalt from late January 2015, and Rowan Relentless (the fourth drillship) due at the end of March 2015 for Freeport-McMoRan from early third quarter 2015. This updates the earlier open question on drillship contracting. Also noted are Saudi Aramco extensions for several rigs.
28 Jan 2014debt financing▲ GoodMajor
On January 23, 2014 Rowan amended its main bank credit facility, raising borrowing capacity from $750 million to $1.0 billion, with an accordion allowing up to $1.25 billion with lender consent. The facility matures January 23, 2019, and is intended for working capital and general corporate purposes. This builds on the December 2012 amendment that set it at $750 million.
15 Jan 2014debt financing● NeutralMajor
Rowan completed the $800.0 million senior notes sale announced on January 6, 2014: $400.0 million of 4.75% notes due 2024 and $400.0 million of 5.85% notes due 2044, guaranteed by the UK parent. Net proceeds are about $792.2 million, which Rowan Delaware intends to use for general corporate purposes, including capital expenditures. This resolves the open question on closing and use of proceeds.
8 Jan 2014material agreement● NeutralMajor
On January 6, 2014 Rowan Companies, Inc. and its UK parent agreed with underwriters (Barclays, Citigroup, Goldman Sachs and Wells Fargo as representatives) to sell $800.0 million of senior notes: $400.0 million of 4.75% notes due 2024 and $400.0 million of 5.85% notes due 2044, guaranteed by the UK parent. The filing covers the underwriting agreement only; it does not state the use of proceeds, the net proceeds or a closing. It is another registered debt offering following the 2012 note sales.
11 Dec 2012debt financing● NeutralMajor
On December 11, 2012 Rowan completed the $600.0 million note sale agreed on December 4: $200.0 million of additional 4.875% notes due June 1, 2022 and $400.0 million of new 5.4% notes due December 1, 2042, guaranteed by the UK parent. Net proceeds are about $610.7 million, intended for general corporate purposes including capital expenditures, and interest starts June 1, 2013. The notes are unsecured and rank equally with the existing 2017, 2019 and 2022 notes and the credit facility.
5 Dec 2012debt financing● NeutralMajor
On December 4, 2012 Rowan Companies, Inc. and its UK parent agreed with underwriters to sell $600.0 million of senior notes: $200.0 million more of the 4.875% notes due 2022 and $400.0 million of new 5.4% notes due 2042, guaranteed by the UK parent. The same day they amended the September 2010 credit agreement, raising borrowing capacity from $500 million to $750 million, with an option to reach $1.0 billion with lender consent. This adds debt and lending room beyond the $500 million 2022 notes issued in May 2012.
26 Sept 2012production update● Neutral
Rowan furnished its monthly fleet status report as of September 26, 2012 with a press release. The release lists one new contract: Joe Douglas, about 60 days of Gulf of Mexico work at a day rate in the low $150s from early October 2012. It also lists downtime: three Tarzan Class rigs with Saudi Aramco move their well-control upgrades to late Q1 2013 (90 days on Hank Boswell and Bob Keller, 120 days on Scooter Yeargain), Gorilla VI about 21 days in the shipyard in November 2012, Rowan California about 120 days from December 2012, and Rowan Middletown about 15 days of repairs in November 2012, with no day rate revenue in those periods. The report also adds a fourth drillship (Deepwater #4, delivery end of March 2015) and gives delivery dates of end Dec 2013 (Renaissance), end June 2014 (Resolute) and end Oct 2014 (Reliance); Resolute, Reliance and the new fourth ship are all still shown as available.
5 Sept 2012production update● Neutral
Rowan furnished its routine monthly fleet status report as of September 5, 2012; the filing itself carries no other news. The report lists the Repsol three-year contract for the Rowan Renaissance drillship with the first-year West Africa rate now stated as the high 610s (the July report said mid 620s West Africa, mid 610s US Gulf), the Resolute and Reliance still shown as available, and the Rowan Norway going to the shipyard in October 2012 for about 60 days before its ConocoPhillips Norway contract to May 2016.
31 July 2012production update▲ GoodMajor
Rowan furnished its routine monthly fleet status report as of July 31, 2012. The main new item is that the Rowan Renaissance drillship, under construction at HHI with delivery expected late 2013, received a binding letter of intent from Repsol for a three-year global drilling term starting Q1 2014, at a day rate in the mid 620s if working offshore West Africa in the first year (mid 610s if in the U.S. Gulf of Mexico). This is the first contract listed for the drillship programme; the Resolute and Reliance remain unassigned. The report also shows the Rowan Viking's Total UK rate in the low 220s to January 2013, and Aramco late-delivery penalties now stated for Charles Rowan (about $4,000/day) and Rowan-Middletown (about $6,000/day), resolving the earlier 'possible penalty' wording for those rigs, while the Rowan-Mississippi and Bob Palmer penalties remain under appeal.
25 June 2012production update● Neutral
Rowan furnished its routine monthly fleet status report as of June 25, 2012; the filing contains no other news. The report shows the Rowan Stavanger began drilling for Talisman in mid June 2012, the Rowan Viking's Total UK contract now carries two six-month options at rates up to the mid 240s, and the Rowan Gorilla V is listed with Total at a mid 200s day rate to June 2013. The Rowan Gorilla VI's ConocoPhillips Norway contract is now listed as starting in early Q1 2014 and running to July 2017, and the Aramco penalties on Rowan-Mississippi and Bob Palmer are still under appeal.
12 June 2012listing compliance notice▼ BadMajor
ROWAN COMPANIES PLC terminated the registration of a class of securities, ending its reporting obligation for them.
8 June 2012listing compliance notice● NeutralMajor
ROWAN COMPANIES PLC's exchange filed to remove a class of its securities from listing.
30 May 2012production update● Neutral
Rowan furnished its routine monthly fleet status report as of May 30, 2012; the filing itself has no other news. The report shows the Rowan EXL IV started work in Malaysia for Carigali Hess in early May 2012 after being idle in April, the Rowan Viking still on a standby rate at Elgin, and the Rowan Gorilla V on standby and expected to resume work at West Franklin in late June 2012 for Total (a change from the earlier Elgin relief-well plan). It repeats the Saudi Aramco late-delivery penalties on Rowan-Mississippi (about $21,000/day) and Bob Palmer (about $6,000/day), both under appeal.
21 May 2012debt financing● NeutralMajor
Rowan Companies, Inc. and its UK parent sold $500 million of 4.875% senior unsecured notes due June 1, 2022, with the offering completed May 21, 2012 and the UK parent guaranteeing them; the notes rank equally with the 5% 2017 and 7.875% 2019 notes. Net proceeds of about $492.2 million are meant to replenish cash recently used to repay about $140.2 million of Title XI (MarAd-guaranteed) secured notes, and for general purposes including repaying in full the last remaining MarAd-guaranteed note (about $110.3 million plus make-whole premium and interest). This adds new unsecured debt and retires the secured MarAd notes, following the May 16-18 shelf and prospectus filings.
4 May 2012business combination● NeutralMajor
This is the same May 4, 2012 report as the Rowan UK filing, filed under the old Delaware company's name: the merger moving the parent to the UK took effect at 12:01 a.m. Eastern. Rowan UK became a borrower and guarantor under the 2010 credit agreement and guaranteed the 5% 2017 and 7.875% 2019 senior notes. Rowan Delaware asked the NYSE to remove its common stock from listing (Form 25) as the ordinary shares began trading as RDC, and Rowan Delaware's officer change-in-control agreements were supplemented so they refer to ownership of Rowan UK. Rowan UK then expects to file a Form 15 to end registration of the Delaware stock.
4 May 2012business combination● NeutralMajor
The move to the UK was completed at 12:01 a.m. Eastern on May 4, 2012: Rowan Companies plc became the parent and successor to Rowan Companies, Inc., after stockholders approved it on April 16. Each Delaware share was converted into the right to receive a Class A Ordinary Share of the UK company, one-for-one (via ADS that were cancelled immediately), and the ordinary shares trade on the NYSE as RDC. Rowan UK also became a borrower and guarantor under the 2010 credit agreement and guaranteed the 5% notes due 2017 and 7.875% notes due 2019, with no noteholder consent needed. This resolves the redomicile thread and the board chose the direct ordinary-share route floated on April 12.
25 Apr 2012production update● Neutral
Rowan furnished its routine monthly fleet status report as of April 25, 2012; the filing itself contains no other news. The report shows the Rowan Viking on a standby day rate until operations resume at the Elgin platform, and the Rowan Gorilla V suspending operations before repositioning to drill a relief well at Elgin for Total at a higher day rate (mid 200s). This follows the March 25 Elgin gas release; no financial impact is stated. It also repeats the Saudi Aramco late-delivery penalties on Rowan-Mississippi (about $21,000/day) and Bob Palmer (about $6,000/day), both under appeal.