Rowan to spend $750 million in tender offers for four note series

By Susanna Moon

Chicago, Dec. 5 – Rowan Cos. plc said wholly owned subsidiary Rowan Cos., Inc. began separate tender offers for four series of notes with a total purchase price of up to $750 million.

The total purchase price for each $1,000 principal amount will be as follows, with the notes listed in order of priority acceptance level:

• $1,025.50 for the $357.73 million of 5% senior notes due 2017;

• $1,110.00 for the $396,518,000 of 7.875% senior notes due 2019 with a tender cap of $100 million;

• $930.00 for the $700 million of 4.875% senior notes due 2022 with a tender cap of $235 million;

• $900.00 for the $400 million of 4.75% senior notes due 2024 with a tender cap of $50 million;

The total payment includes a $30.00 early tender premium of per $1,000 principal amount of notes tendered by 5 p.m. ET on Dec. 16, the early tender date.

The company also will pay accrued interest.

The tender offers will remain open until midnight ET on Jan. 3.

Tendered notes may be withdrawn before the early deadline.

The company reserves the right to increase the aggregate maximum purchase price and any of the tender caps at any time, according to an announcement.

Rowan also reserves the right to accept for purchase any notes tendered before the early tender time at any time following the early deadline.

The early settlement date is expected to occur on Dec. 19 and the final settlement date has been set for Jan. 4.

If the offers are oversubscribed as of the early deadline, holders who tender after the early date will not have any of their notes accepted for purchase. Notes tendered before the early deadline will be accepted for purchase with priority to notes tendered afterward even if the notes tendered afterward have a higher acceptance priority.

The offers are not contingent on any minimum principal amount of notes being tendered, but do require the issue of senior notes resulting in proceeds of at least $400 million.

The company said it plans to fund the tender with proceeds from the notes issue and cash on hand.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106), MUFG Securities Americas Inc. (877 744-4532 or 212 405-7481), BofA Merrill Lynch (888 292-0070 or 980 388-3646) and Barclays (800 438-3242 or 212 528-7581) are the dealer managers. Global Bondholder Services Corp. (866 794-2200 or 212 430-3774) is the tender and information agent.

Rowan is a contract drilling services provider based in Houston.

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