Ensco Rowan gets consents to amend five series of Rowan notes

By Sarah Lizee

Olympia, Wash., June 10 – Ensco Rowan plc (EnscoRowan) announced on Monday that it received the consents necessary to effect the proposed amendments to the indentures of five sets of senior notes issued by its Rowan Cos., Inc. subsidiary.

The following senior notes are covered, as previously reported:

• $620,824,000 of 4 7/8% senior notes due 2022;

• $398,117,000 of 4¾% senior notes due 2024;

• $500 million of 7 3/8% senior notes due 2025;

• $400 million of 5.4% senior notes due 2042; and

• $400 million of 5.85% senior notes due 2044.

At launch of the consent solicitation, EnscoRowan said it was evaluating an internal reorganization with some of its subsidiaries that would result in EnscoRowan becoming an obligor under the indentures.

The purpose of the consent solicitation was to amend the indentures so that, in that event, some covenants will be amended to be conformed with the applicable covenants contained in the indentures governing the senior notes issued by EnscoRowan and to have those covenants apply to EnscoRowan rather than the issuer.

Following the internal reorganization, if it occurs, the notes will be pari passu with the other outstanding senior notes issued by EnscoRowan.

Under the indenture governing the 7 3/8% senior notes due 2025 only, the consummation of the internal reorganization together with a ratings decline from both Moody’s Investors Service and S&P Global Ratings within 60 days from the consummation may constitute a change of control.

With respect to the 2025 notes only, the consent solicitation also seeks to amend that indenture so that the consummation of the internal reorganization does not constitute a change of control.

Holders who delivered their consents by 5 pm. ET on June 7 are offered a cash payment of $2.50 for each $1,000 principal amount of notes. The consent fee will be paid on June 11.

Payment of the consent fee was subject to the company receiving the consent of the holders of at least a majority of the aggregate principal amount of each series of notes.

The record date is 5 pm. ET on May 31.

The proposed amendments were effected through supplemental indentures with respect to the applicable series of notes, and were executed after receipt of the required consents. Holders will not be able to revoke their consents.

BofA Securities Inc. (888 292-0070 or 980 388-3646), Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Deutsche Bank Securities Inc. were the solicitation agents.

Barclays, BNP Paribas Securities Corp., DNB Markets, Goldman Sachs & Co. LLC, HSBC and Morgan Stanley were the co-solicitation agents.

Global Bondholder Services Corp. (212 430-3774, 866 794-2200 or contact@gbsc-usa.com) was the information and tabulation agent.

Rowan is a contract drilling services provider based in Houston.

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