Ensco plc and Rowan Companies plc Merge to Form Ensco Rowan plc, Industry-Leading Offshore Driller
11 Abril 2019 - 7:00AM
Business Wire
Liquidity and Financial Flexibility Enhanced
by Increased Revolving Credit Facility Capacity
Ensco Rowan plc (NYSE: ESV) (“EnscoRowan” or the “Company”),
today announced the completion of the previously disclosed merger
of Ensco plc (“Ensco”) and Rowan Companies plc (“Rowan”), which
follows the satisfaction of the transaction’s closing conditions
including overwhelming approval by each company’s shareholders and
sanction by the UK Court of the scheme of arrangement implementing
the transaction. The Company will trade on the New York Stock
Exchange under the ticker symbol ESV. EnscoRowan will maintain its
headquarters in London, England, with a significant presence in
Houston, Texas.
Under the terms of the transaction agreement, Rowan shareholders
received 2.750 Ensco shares for each Rowan share they owned
immediately prior to closing. Legacy Ensco and Rowan shareholders
own approximately 55% and 45%, respectively, of the outstanding
shares of EnscoRowan. Following the closing of the transaction,
ordinary shares of the combined company have been consolidated
through a 4:1 reverse stock split, resulting in approximately 197
million ordinary shares outstanding.
Tom Burke, EnscoRowan’s President and Chief Executive Officer,
said, “The successful completion of our merger further enhances our
market leadership with a fleet of high-specification floaters and
jackups and diverse customer base. Our growing geographic presence,
technologically-advanced drilling rigs and talented employees
position us exceptionally well to meet increasing and evolving
customer demand. I look forward to executing on the significant
long-term growth opportunities we believe we can capture from our
combined strengths as the offshore sector recovers.”
Carl Trowell, EnscoRowan’s Executive Chairman, stated, “The
combination of Ensco and Rowan creates an industry-leading offshore
driller across all water depths, establishing a stronger company
capable of thriving throughout the market cycles. Our increased
scale, diversification and financial strength will provide
significant advantages to better serve our customers and unlock
long-term value for our shareholders. We are excited to move
forward together as a combined company.”
In conjunction with the closing of the transaction and the
termination of the Rowan revolving credit facilities, the Company
has executed an agreement with its banking group to increase the
capacity under its revolving credit facility. As a result,
EnscoRowan will have borrowing capacity under its unsecured
revolving credit facility of approximately $2.3 billion through
September 2019, and approximately $1.7 billion from October 2019
through September 2022. It is EnscoRowan’s intention that the
senior notes issued by Ensco plc and the senior notes issued by
Rowan Companies Inc. guaranteed by Rowan Companies plc will be made
pari passu and equal in right of payment with each other.
Jon Baksht, EnscoRowan’s Senior Vice President and Chief
Financial Officer, added, “We are pleased with the support of our
banking group and their recognition of the strengthened position of
the Company following the closing of the merger. We will have one
of the strongest liquidity positions in the offshore drilling
sector, giving us a competitive advantage as we move forward as a
combined company.”
Morgan Stanley & Co. LLC acted as lead financial advisor to
Ensco. HSBC Securities (USA) Inc. and Citigroup Global Markets Inc.
also provided financial advice to Ensco. Ensco’s legal advisors are
Gibson, Dunn & Crutcher LLP and Slaughter and May. Goldman
Sachs & Co. LLC served as financial advisor to Rowan, and
Kirkland & Ellis LLP served as legal advisor.
About Ensco Rowan plc
Ensco Rowan plc (NYSE: ESV) was formed by the combination of two
leading offshore drillers with decades of experience and knowledge
to create the most capable, effective and highest performing
offshore drilling service company in the world. Our diverse rig
fleet of ultra-deepwater drillships, versatile semisubmersibles and
modern shallow-water jackups enables us to provide drilling
services across all water depths with unmatched scale, geographic
presence and customer relationships. Ensco Rowan plc is an English
limited company (England No. 7023598) with its corporate
headquarters located at 6 Chesterfield Gardens, London W1J 5BQ. To
learn more, visit our website at www.enscorowan.com.
Forward-Looking Statements
Statements included in this document regarding the transaction
between Ensco and Rowan, including related to the benefits of the
transaction between Ensco and Rowan and other statements that are
not historical facts, are forward-looking statements (including
within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as
amended). Forward-looking statements include words or phrases such
as "anticipate," "believe," "contemplate," "estimate," "expect,"
"intend," "plan," "project," "could," "may," "might," "should,"
"will" and words and phrases of similar import. These statements
involve risks and uncertainties including, but not limited to,
actions by regulatory authorities, rating agencies or other third
parties, actions by the respective companies' security holders,
costs and difficulties related to integration of Ensco and Rowan,
delays, costs and difficulties related to the transaction, market
conditions, and EnscoRowan's financial results and performance
following the completion of the transaction, ability to repay debt
and timing thereof, availability and terms of any financing and
other factors detailed in the risk factors section and elsewhere in
Ensco's and Rowan's Annual Report on Form 10-K for the year ended
December 31, 2018 and their respective other filings with the
Securities and Exchange Commission (the "SEC"), which are available
on the SEC's website at www.sec.gov. Should one or more of these
risks or uncertainties materialize (or the other consequences of
such a development worsen), or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those
forecasted or expected. All information in this document is as of
today. Except as required by law, EnscoRowan disclaims any
intention or obligation to update publicly or revise such
statements, whether as a result of new information, future events
or otherwise.
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Investor & Media ContactsNick Georgas,
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CommunicationsTim Richardson, 713-430-4490Manager – Investor
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