Rowan Companies plc (NYSE:RDC) Files An 8-K Entry into a Material Definitive Agreement

0
Rowan Companies plc (NYSE:RDC) Files An 8-K Entry into a Material Definitive Agreement

Rowan Companies plc (NYSE:RDC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

On February 28, 2019, Rowan Companies plc, a public limited company organized under the laws of England and Wales (the Company or Rowan) amended its Credit Agreement, dated as of May 22, 2018 (the Existing Credit Agreement), by entering into that certain Amendment No. 1, Temporary Waiver, and Commitment Reduction Agreement (Amendment No. 1).

The effectiveness of Amendment No. 1 remains subject to and is conditioned upon satisfaction of certain conditions precedent, including (a) termination of the Amended and Restated Credit Agreement dated as of January 23, 2014, among Rowan, Rowan Companies, Inc., Wilmington Trust, N.A. and the other parties thereto, as amended, and (b) the consummation of the pending transaction (the Transaction) to that certain Transaction Agreement, dated October 7, 2018, between the Company and Ensco plc, a public limited company organized under the laws of England and Wales, as amended, which remains subject to final regulatory approval and certain other closing conditions. Amendment No. 1, among other things, provides for (i) a pro rata commitment reduction equal to $191,000,000 (the 2019 Commitment Reduction); (ii) a temporary waiver for six months of a change of control event of default resulting from the Transaction; and (iii) certain other conforming amendments. After giving effect to the 2019 Commitment Reduction, commitments of lenders under the Existing Credit Agreement are $764,000,000.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

(d)Exhibits

10.1 Amendment No. 1, Temporary Waiver, and Commitment Reduction Agreement, dated February 28, 2019, by and among RDC Holdings Luxembourg S. r.l., a Luxembourg private limited liability company, Rowan Companies plc, an English public limited company and the other parties thereto.

* * *

ROWAN COMPANIES PLC Exhibit
EX-10.1 2 tv515319_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   Execution Version    AMENDMENT NO. 1,…
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.