Rowan Companies plc (NASDAQ:RDC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
The information included in Item2.03 of this Current Report on
Form 8-K relating to the Indenture (as defined below) is
incorporated by reference into this Item1.01 of this Current
Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a
Registrant
On December 19, 2016, Rowan Companies, Inc. (Rowan Delaware) and
its parent company, Rowan Companies plc (Rowan UK and together
with Rowan Delaware, the Obligors), completed an underwritten
public offering of $500 million aggregate principal amount of
Rowan Delawares 7.375% Senior Notes due 2025 (the Notes) along
with the related guarantees of the Notes on a full and
unconditional basis by Rowan UK (the Guarantees and together with
the Notes, the Securities). The Notes constitute a new series of
debt securities under an indenture dated as of July21, 2009 (the
Base Indenture) between Rowan Delaware and U.S. Bank National
Association, as trustee (the Trustee), as amended and
supplemented by the eighth supplemental indenture thereto dated
as of December 19, 2016 (the Eighth Supplemental Indenture) by
and among the Obligors and the Trustee. The Base Indenture, as
supplemented by the Eighth Supplemental Indenture is referred to
herein as the Indenture and sets forth the specific terms
applicable to the Securities. The description of the Indenture
contained in this Current Report on Form 8-K does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Base Indenture, a copy of which was filed as
Exhibit 4.4 of the Registration Statement on Form S-3ASR filed on
May16, 2012 and is incorporated by reference herein, and the
Eighth Supplemental Indenture, a copy of which is filed herewith
as Exhibit 4.2 and is incorporated by reference herein.
Interest on the Notes is payable semi-annually on June15 and
December15 of each year, commencing on June15, 2017. The Notes
will mature on June15, 2025.
Net proceeds from the offering of the Securities, after deducting
the underwriting discount, estimated offering expenses and a
structuring fee, are approximately $492.7 million. Rowan Delaware
intends to use such net proceeds, together with cash on hand, to
fund its recently announced tender offers (the Tender Offers) to
purchase for cash up to $750 million aggregate purchase price,
excluding accrued interest, of Rowan Delawares 5.000% Senior
Notes due 2017 (the 2017 Notes), 7.875% Senior Notes due 2019
(the 2019 Notes), 4.875% Senior Notes due 2022 (the 2022 Notes)
and 4.750% Senior Notes due 2024 (the 2024 Notes). If the Tender
Offers are not consummated, or the aggregate purchase price of
the notes tendered in the Tender Offers and accepted for payment
is less than the net proceeds of the offering, the Company will
use the remainder of such proceeds for general corporate
purposes, including capital expenditures.
At any time and from time to time prior to March 15, 2025, Rowan
Delaware may redeem any or all of the Notes for a redemption
price equal to 50% of the principal amount of the Notes redeemed
plus accrued and unpaid interest to, but excluding, the
redemption date plus a make-whole premium. There will be no
make-whole premium applicable to redemption of the Notes on and
after March15, 2025. If a Change of Control Repurchase Event (as
defined in the Indenture) occurs, then holders may require Rowan
Delaware to repurchase the Notes at a cash repurchase price equal
to 101% of the principal amount of the Notes to be repurchased,
plus accrued and unpaid interest to the repurchase date.
The Notes are Rowan Delawares senior unsecured obligations and
rank senior in right of payment to all of the subordinated
indebtedness of Rowan Delaware and pari passu in right
of payment with any of Rowan Delawares existing and future senior
indebtedness, including Rowan Delawares 2017 Notes, 2019 Notes,
2022 Notes, 2024 Notes, 5.400% Senior Notes due 2042, 5.850%
Senior Notes due 2044 and any indebtedness under Rowan Delawares
senior revolving credit facility. The Notes rank effectively
junior to Rowan Delawares secured indebtedness, if any (including
any letter of credit reimbursement obligations under our credit
facility that are secured by cash deposits), to the extent of the
value of its assets constituting collateral securing that
indebtedness and effectively junior to all indebtedness and other
liabilities, including trade payables, of Rowan Delawares
subsidiaries (other than indebtedness and liabilities owed to
Rowan Delaware). The Notes are fully and unconditionally
guaranteed on a senior unsecured basis by Rowan UK.
The following are events of default with respect to each series
of the Notes:
(1) default in the payment of any interest upon the Notes of such
series when due and payable that continues for 30 days;
(2) default in the payment of principal of, or premium, if any,
on the Notes of such series when due at its maturity, declaration
of acceleration, call for redemption or otherwise;
(3) default in the performance, or breach, of any covenant set
forth in Article Ten of the Indentures (other than a covenant for
which default or breach is specifically addressed within these
events of default) that continues for 60 days after there has
been given written notice from the trustee or holders of at least
25% in principal amount of the Notes of such series outstanding
specifying such default or breach and requiring it to be remedied
and stating that such notice is a Notice of Default under the
respective Indenture;
(4) default in the performance, or breach, of any covenant of the
Indentures (other than a covenant in Article Ten of the
Indentures and any other covenant for which default or breach is
specifically addressed within these events of default) that
continues for 120 days after there has been given written notice
from the trustee or holders of at least 25% in principal amount
of the Notes of such series outstanding specifying such default
or breach and requiring it to be remedied and stating that such
notice is a Notice of Default under the respective Indenture;
(5) certain events of bankruptcy, insolvency or reorganization
with respect to Rowan Delaware;
(6) default in the deposit of any sinking fund payment when due;
(7) default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or
evidenced any current or future debt of Rowan Delaware or any of
its Significant Subsidiaries (as such term is defined in Article
I, Rule1-02(w) of Regulation S-X, promulgated to the Securities
Act of 1933, as amended), or the payment of which is guaranteed
by Rowan Delaware or any of its Significant Subsidiaries, if such
default (a)is caused by a failure to pay principal of or premium,
if any, or interest on such debt prior to the expiration of the
grace period for such debt on the date of such default, or
payment default, or (b)results in the acceleration of such debt
prior to its express maturity and in each case described in (a)or
(b), the principal amount of such debt, together with the
principal amount of any other such debt under which there has
been a payment default or the maturity of which has been so
accelerated, aggregates at least $35.0 million; or
(8) Rowan Delawares failure to repurchase all of the notes
tendered for purchase upon a Change of Control Repurchase Event.
If an event of default with respect to the Notes of either series
occurs and is continuing, the trustee or the holders of not less
than 25% in principal amount of the outstanding Notes of such
series may declare the principal amount of the Notes of such
series to be due and payable. Upon such a declaration, such
principal amount will become due and payable immediately. If an
event of default relating to certain events of bankruptcy,
insolvency or reorganization with respect to Rowan Delaware
occurs and is continuing, the principal amount of the Notes
outstanding will become immediately due and payable without any
declaration or other act on the part of the trustee or any
holders of the Notes. However the effect of such provision may be
limited by applicable law. Under certain circumstances, the
holders of a majority in principal amount of the outstanding
Notes of each series may rescind any such acceleration with
respect to the Notes of such series, and its consequences.
Item8.01 Other Events.
On December19, 2016, Rowan UK announced early tender results and
amendments with respect to Rowan Delawares previously announced
Tender Offers.
A copy of the press release describing the early tender results
and amendments is filed herewith as Exhibit 99.1 and is
incorporated herein by reference. Other than the terms and
conditions amended thereby, all terms and conditions of the
Tender Offers described in Rowan Delawares Offer to Purchase,
dated December5, 2016, remain unchanged.
Item9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
| ExhibitNo. | Description | |
| 4.1 |
Indenture for Senior Debt Securities dated as of July21, 2009 between Rowan Companies, Inc. and U.S. Bank National Association, as trustee (included as Exhibit 4.4 of the Registration Statement on Form S-3 filed on May16, 2012). |
|
| 4.2* |
Eighth Supplemental Indenture dated as of December 19, 2016, among Rowan Companies, Inc., Rowan Companies plc and U.S. Bank National Association, as trustee. |
|
| 4.3* |
Form of 7.375% Senior Note due 2025 (included in Exhibit 4.2 of this Current Report on Form 8-K). |
|
| 5.1* | Opinion of Latham Watkins LLP, Houston, Texas. | |
| 5.2* | Opinion of Latham Watkins LLP, London. | |
| 23.1* |
Consent of Latham Watkins LLP, Houston, Texas (included in Exhibit 5.1 of this Current Report on Form 8-K). |
|
| 23.2* |
Consent of Latham Watkins LLP, London (included in Exhibit 5.2 of this Current Report on Form 8-K). |
|
| 99.1* |
Press Release of Rowan Companies plc, dated December 19, 2016. |
| * | Filed herewith. |
About Rowan Companies plc (NASDAQ:RDC)