ROWAN COMPANIES PLC

ROWAN COMPANIES PLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

ROWAN COMPANIES PLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

material agreement

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.

business combination

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.

business combination

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%.

debt financing

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.

material agreement

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).

debt financing

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.

material agreement

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.

material agreement

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).

debt financing

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.

debt financing

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.

debt financing

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.

material agreement

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.

debt financing

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.

debt financing

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.

production update

ROWAN COMPANIES PLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

ROWAN COMPANIES PLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

debt financing

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.

business combination

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.

business combination

Four days before the April 16 vote on moving to a UK parent, Rowan amended the merger agreement so the board may deliver Class A Ordinary Shares directly instead of American depositary shares (ADS), and said it now expects the merger to take effect in May 2012 rather than around April 18. This changes the earlier plan: the board may still deliver ADS as originally planned if the ordinary-share route does not work out. The filing also describes custody arrangements for record holders and UK stamp duty (0.5% on most transfers, 1.5% in certain cases) that could apply to ordinary shares not held through DTC, and warns that if DTC stopped serving the shares, listing and trading could be disrupted.

material agreement

Rowan reported that a gas release occurred on March 25, 2012 on a Total E&P UK wellhead platform in the Elgin Field in the North Sea, where the Rowan Viking had been working; all Rowan and Total personnel were safely evacuated and Total is working to control the release. The attached monthly fleet status report is otherwise routine; it shows the Rowan Viking under contract to Total UK to January 2013, and the Rowan EXL IV mobilizing to Malaysia under a letter of award from Carigali Hess for about 31 months from May 2012. The filing gives no cost or financial impact from the incident.

production update

Rowan filed its definitive proxy statement for a special stockholder meeting on April 16, 2012 to vote on the move to a UK parent. Holders of record at March 8 can vote on adopting the merger agreement (one share converts to one ADS representing one Class A Ordinary Share of Rowan UK), on takeover-style mandatory offer provisions, and on ending the classified board from 2013. The merger is expected to take effect around April 18, 2012 and needs a majority of outstanding shares. The filing says US holders should recognise gain, if any, but not loss, for US tax purposes. This follows the February announcement.

business combination

Rowan's board unanimously approved a plan to move the company's legal home from Delaware to the United Kingdom, and a merger agreement was signed on February 27, 2012. Each share of Delaware common stock would be exchanged one-for-one for an American depositary share representing a Class A Ordinary Share of a new English company, Rowan Companies plc; the ADS are expected to trade on the NYSE under RDC. Business and operations are to continue substantially as before. Completion needs stockholder approval and other consents, and is targeted for late spring 2012. The company says 81% of 2012 revenue is expected from non-U.S. operations.

business combination

On September 1, 2011 Rowan closed the sale of its land drilling business (31 land rigs) to Ensign, receiving about $510 million cash at closing and expecting roughly $30 million more as a working capital adjustment. After-tax proceeds are estimated at about $370 million, to be redeployed into offshore drilling and the deepwater expansion. This completes the July agreement.

asset acquisition disposition

On July 19, 2011 Rowan agreed to sell its land drilling unit, Rowan Drilling Company (31 land rigs), to Ensign for $510 million cash plus working capital estimated at $30 million, subject to regulatory approval including US antitrust waiting-period expiry. After-tax proceeds of about $370 million are to go to offshore drilling and a newly announced deepwater expansion (two drillships, per the press release). This follows the LeTourneau sale as another sale of a non-offshore business.

material agreement

On June 22, 2011 Rowan completed the LeTourneau sale to Joy Global announced in May, receiving $1.1 billion in cash less a $54.3 million adjustment for a customer prepayment, with a further working capital adjustment to come. The attached pro forma figures estimate an after-tax gain of $432 million and pro forma cash of about $1.2 billion as at March 31, 2011; the manufacturing business is gone from the group.

asset acquisition disposition

On May 13, 2011 Rowan agreed to sell LeTourneau Technologies, its manufacturing arm (drilling, mining and timber equipment), to Joy Global for $1.1 billion in cash, subject to a working capital adjustment and regulatory approval. Management estimates after-tax proceeds of about $875 million and says most will ultimately go into offshore drilling, either more jack-ups or ultra-deepwater; the filing says there is no assurance the deal closes.

material agreement

This amendment to the July 1 8-K only adds copies of the SKDP debt agreements as exhibits, but its text also updates the deal outcome. Rowan acquired the remaining SKDP shares for cash on September 30, 2010 via compulsory acquisition, and SKDP is delisted from the Norwegian OTC. Total consideration was about $13 million cash plus 11,724,818 Rowan shares. Of SKDP's ~$530 million debt at par, Rowan has bought back $141 million; the mandatory prepayment of debt secured by the Rowan Viking occurred November 1, 2010.

material agreement

Rowan closed the SKDP purchase from the main sellers (5,697,663 Rowan shares for 992,335,567 SKDP shares). With exchange offer tenders it will hold about 97.16% of SKDP and plans a compulsory cash buyout of the rest and delisting. It also signed a new credit agreement (up to $250 million revolving through 2014 and $350 million term through 2015, the term part intended to refinance SKDP debt) and ended its $155 million 2008 credit agreement, which had nothing drawn. SKDP plans to sell its first rig (to be renamed Rowan Viking) to a Rowan Gibraltar subsidiary, triggering redemption of the debt secured by it at 108% of par (first lien) and 106% (second lien). Rowan also said it had bought about $80 million of SKDP debt in the open market.

asset acquisition disposition

Rowan completed the $400 million 5% Senior Notes due 2017 sale, with net proceeds of about $395 million. It plans to use them for general corporate purposes, including possibly repaying SKDP debt, tying the borrowing to the SKDP deal. Interest is paid semi-annually from March 1, 2011, and the notes are unsecured, ranking behind secured debt such as the MARAD-guaranteed notes.

debt financing

Rowan formally launched its exchange offer for all remaining SKDP shares, running August 24 to September 14, 2010, paying in Rowan common stock. This is the follow-on tender promised in the July agreement and the form is a notice filing that attaches the offer document. The offer document was truncated, so the exchange terms are not restated here beyond the earlier 0.00574 ratio.

business combination

Rowan agreed with underwriters to sell $400 million of 5% Senior Notes due 2017 in a public offering, expected to close August 30, 2010. The notes are unsecured and sit under its July 2009 indenture. The filing does not state the use of proceeds.

material agreement

Rowan agreed to buy shares in Skeie Drilling & Production ASA (SKDP), a Norwegian developer of jack-up rigs, from certain holders by issuing about 5,954,151 new Rowan shares (0.00574 Rowan shares per SKDP share). With a separate ~1.5% stake already bought, Rowan would own 50.3% of SKDP and intends to tender for the rest on the same terms. The deal is subject to due diligence and board approval by July 19, 2010, or it terminates. The press release says SKDP has three rigs under construction and $530 million of debt, and Rowan expects about $420 million more to complete the rigs.

capital raising announcement