Rowan Companies plc (NYSE:RDC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
As previously announced, Rowan Companies plc (“Rowan”) and the Saudi Arabian Oil Company (“Saudi Aramco”), through their subsidiaries, have entered into agreements to create a 50/50 joint venture (the “Joint Venture”) to own, manage and operate offshore drilling units in Saudi Arabia, which agreements included a shareholders’ agreement and asset transfer and contribution agreements.
On October 17, 2017, Rowan and Saudi Aramco amended the asset transfer and contribution agreements to, among other things, modify and clarify the mechanics associated with the formation of the Joint Venture to provide for: (1)equal cash contributions to the Joint Venture by each of Rowan and Saudi Aramco, (2) the subsequent sale of the initial rigs and related assets to the Joint Venture by each party in exchange for cash (each, an “Asset Sale”), and (3) the distribution by the Joint Venture of excess cash in the amount of approximately $88 million to each party maintaining each party’s 50% ownership interest in the Joint Venture following the Asset Sales. The underlying economics of the Joint Venture to Rowan have not changed in any material respect from previously disclosure as a result of the amendments to the asset transfer and contribution agreements, nor have Rowan’s ongoing obligations under the joint venture agreements changed in any material respect as a result of the amendments to the asset transfer and contribution agreements. As previously disclosed, each party holds equal equity ownership in the Joint Venture as of the closing.
On October 19, 2017, Rowan issued a press release announcing the commencement of its’ joint venture with Saudi Aramco and the execution of the related transactions. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report and in the exhibits attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report and in Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
ROWAN COMPANIES PLC ExhibitEX-2.1 2 tv477069_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION THIS AMENDMENT NO. 1 (the Amendment) TO ROWAN ASSET TRANSFER AND CONTRIBUTION AGREEMENT is made on 17 October 2017 BETWEEN (1)SAUDI ARAMCO DEVELOPMENT COMPANY,…To view the full exhibit click here
About Rowan Companies plc (NYSE:RDC)
Rowan Companies plc is a provider of offshore contract drilling services to the international oil and gas industry. The Company operates through two segments: deepwater and jack-ups. Its deepwater segment consists of drillship operations. Its fleet consists of approximately 30 mobile offshore drilling units, including self-elevating jack-up rigs and ultra-deepwater drillships. Its drilling fleet consists of approximately four ultra-deepwater drillships; 20 high-specification cantilever jack-up rigs, including three N-Class rigs, four EXL class rigs, three 240C class rigs, four enhanced Super Gorilla class rigs, one Gorilla class rig, and four Tarzan Class rigs, and eight cantilever jack-up rigs, including two Gorilla class rigs and six 116-C class rigs. The Company’s fleet operates across the world, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad.