Ensco Rowan plc (“EnscoRowan” or the “Company”) announced today that it has received the consents necessary to effect the 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 Rowan Companies, Inc. (the “Issuer”) and guaranteed by Rowan Companies plc. All capitalized terms not defined herein shall have the respective meaning given to them in the Consent Solicitation Statement, dated June 3, 2019 (the “Consent Solicitation Statement”).
|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|
The Consent Solicitation expired at 5:00 p.m., New York City time, on June 7, 2019 (the “Expiration Date”). As of the Expiration Date, the Company had received the consent of holders of at least a majority in aggregate principal amount outstanding of each series of Notes. These consents may not be revoked.
Pursuant to the terms and subject to the conditions set forth in the Consent Solicitation Statement, the Issuer will pay a consent fee of $2.50 per $1,000 in principal amount of Notes (the “Consent Fee”) to any holder who validly delivered a duly executed consent prior to the Expiration Date that was not validly revoked. The Issuer expects to pay the Consent Fee on or about June 11, 2019.
The Issuer has executed a supplemental indenture to the Indentures governing the Notes to give effect to the Proposed Amendments, which became effective immediately upon execution of the supplemental indenture. The supplemental indenture binds all holders of the Issuer’s Notes, including those that did not give their consent, but holders who did not deliver consents prior to the Expiration Date (or delivered consents but validly revoked them) will not receive the Consent Fee. 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.
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.