LONDON, Nov. 26, 2019 /PRNewswire/ -- Valaris plc (NYSE: VAL) ("Valaris" or the "Company") today announced that, in connection with the Board's ongoing refreshment program, Frederick Arnold has been appointed to the Valaris Board of Directors, effective immediately.
Mr. Arnold has 40 years of experience, including serving in several senior financial leadership positions at global organizations. Mr. Arnold spent over 20 years as an investment banker advising clients on matters of corporate finance, including capital markets transactions, capital structure optimization and mergers and acquisitions across various markets and geographies. He also served in various financial leadership positions at Capmark Financial, Masonite International and Willis Group Holdings, and was most recently Chief Financial Officer of Convergex Group, LLC, where he was responsible for capital allocation and financial operations.
William E. Albrecht, Independent Lead Director of the Board, said, "Fred brings to Valaris an extraordinary breadth and depth of experience in equity and debt capital markets, operations and governance from his 40-year career in international investment banking and other finance roles, including serving as Chief Financial Officer for multiple companies. He has a long track record of navigating complex industry dynamics and driving financial performance, and we believe that Valaris will benefit significantly from Fred's substantial experience as we continue our efforts to enhance value for all of our shareholders."
Carl G. Trowell, Executive Chairman of the Board of Directors, said, "The appointment of Fred represents the next step in our Board refreshment process. With the governance enhancements underway, which were driven by input received from engagement with shareholders, we believe the Board has the right skillset and mix of diverse backgrounds to effectively oversee our long-term strategy and navigate the challenging industry environment. I look forward to working with Fred and the rest of the Board and management team as we continue our efforts to solidify Valaris' position as the leading offshore driller."
As a new independent director, Mr. Arnold will serve on the Finance Committee, which was formed to assist in the Board's oversight of the Company's capital structure and financial strategies with the goal of driving long-term value for our shareholders. Mr. Arnold joins Georges Lambert, Paul Rowsey and Charles Szews, who is the committee Chairman.
As part of the Board's ongoing refreshment plan, on November 12, 2019, Georges Lambert was appointed as a new independent director and Christopher Gaut and Roderick Clark retired from the Board. In addition, a third director will not stand for re-election at the 2020 Annual General Meeting of Shareholders. Following the Annual General Meeting, the Valaris Board will be reduced to 10 directors. Further, upon the conclusion of Mr. Trowell's term as Executive Chairman, which expires in October of 2020, the Board will appoint an independent Chairman.
About Valaris plc
Valaris plc (NYSE: VAL) is the industry leader in offshore drilling services across all water depths and geographies. Operating a high-quality rig fleet of ultra-deepwater drillships, versatile semisubmersibles and modern shallow-water jackups, Valaris has experience operating in nearly every major offshore basin. With an unwavering commitment to safety and operational excellence, and a focus on technology and innovation, Valaris was rated first in total customer satisfaction in the latest independent survey by EnergyPoint Research - the ninth consecutive year that the Company has earned this distinction. Valaris 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.valaris.com.
Important Additional Information and Where to Find It
If Luminus Management, LLC or one of its affiliates, and/or one or more other shareholders collectively owning 5% or more of the Company's outstanding shares, requisitions a general meeting of shareholders (the "General Meeting"), the Company will file a proxy statement (the "Proxy Statement") with the SEC in connection with the solicitation of proxies for such General Meeting, together with a WHITE proxy card. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders will be able to obtain, free of charge, copies of the Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the Company with the SEC in connection with the General Meeting at the SEC's website (http://www.sec.gov), at the Company's website (https://www.valaris.com/investors/financials/sec-filings/default.aspx) or by contacting Investor Relations by phone at +1-713-789-1400, by email at ir.hdqrs@valaris.com or by mail at Valaris plc, Attention: Investor Relations, 5847 San Felipe, Suite 3300, Houston, Texas 77057.
Participants in the Solicitation
The Company, its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from shareholders in connection with the General Meeting. Additional information regarding the identity of these potential participants, none of whom owns in excess of one percent of the Company's shares, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the General Meeting. Information relating to the foregoing can also be found in the Company's definitive proxy statement for its 2019 annual general meeting of shareholders (the "2019 Proxy Statement"), filed with the SEC on March 29, 2019. To the extent holdings of the Company's securities by such potential participants (or the identity of such participants) have changed since the information printed in the 2019 Proxy Statement, such information has been or will be reflected on statements of changes in beneficial ownership on Forms 4 and 5 filed with the SEC. You may obtain free copies of these documents using the sources indicated above.
Investor & Media Contacts:
Nick Georgas
Senior Director - Investor Relations and Communications
713-430-4607
Tim Richardson
Manager - Investor Relations
713-430-4490
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SOURCE Valaris plc
HOUSTON, March 27, 2019 /PRNewswire/ -- Rowan Companies plc (NYSE: RDC) ("Rowan" or the "Company") today announced that it has received clearance from the General Authority for Competition in the Kingdom of Saudi Arabia for its pending combination with Ensco plc (NYSE: ESV) ("Ensco").
As disclosed on February 21, 2019, shareholders of both Ensco and Rowan voted to approve the pending all-stock transaction under which Rowan shareholders will receive 2.750 Ensco shares for each Rowan share they own. Completion of the transaction, which is expected to occur in April, remains subject to court approval pursuant to a UK court-sanctioned scheme of arrangement and other customary closing conditions.
Goldman Sachs & Co. LLC is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to the Company.
About Rowan
Rowan is a global provider of contract drilling services with a current fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, Central and South America. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Forward-Looking Statements
Statements included in this document regarding the proposed transaction between Ensco and Rowan, including benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco following the completion of the transaction 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim 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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SOURCE Rowan Companies plc
HOUSTON, March 13, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that Repsol Exploracion Guyana, S.A. has signed a contract for the EXL II, a high-specification Super 116E Jack-up rig, for work in Guyana. The contract is for one well beginning in the third quarter of 2019 with a duration of approximately 45 days. The EXL II is currently under contract with BP in Trinidad.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, Central and South America. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC". For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date, scope of work, and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ. materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, Feb. 27, 2019 /PRNewswire/ -- For the quarter ended December 31, 2018, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) reported a net loss of $14.3 million, or $0.11 net loss per diluted share, compared to net income of $112.0 million, or $0.89 net income per diluted share, in the fourth quarter of 2017. The net loss for the current quarter included a $65.8 million (after tax), or $0.52 per diluted share, gain on the sale of rigs to ARO Drilling and a $68.4 million tax benefit, or $0.54 per diluted share, related to the release of valuation allowance on the Company's net U.S. deferred tax assets. The net income for the prior-year quarter included a $151.7 million (after tax), or $1.18 per diluted share, gain on the sale of rigs and related assets to ARO Drilling.
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ARO Drilling, of which Rowan owns 50%, generated revenue and net income of $130.5 million and $13.6 million, respectively, for the quarter ended December 31, 2018, compared to $48.6 million and $1.7 million, respectively, for the period October 17, 2017 to December 31, 2017. ARO Drilling's financial information is included in this release.
Tom Burke, President and Chief Executive Officer, commented, "The oil markets experienced a high level of volatility at the end of last year, but have since staged a moderate recovery so far in 2019. Despite the market volatility, Rowan has been awarded a number of new drilling contracts and extensions, both for our drillships and jack-up rigs, which we believe reflects on our high-quality assets and operational performance. As we look forward to 2019, we are cautiously optimistic that oil market stability at current levels will be supportive of improvements in overall offshore rig demand."
Dr. Burke adds, "We are excited about our pending combination with Ensco, which received shareholder approval last week. The new company will be ideally positioned to benefit from the anticipated long-term improvements in offshore rig demand, with many of the best assets in the industry and a global reach to customers, while also benefiting from the substantial cost synergies that are only available as a combined entity."
Rowan will conduct its earnings conference call on Wednesday, February 27, 2019, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (833) 241-4252, or internationally (647) 689-4203. The conference ID is 7971778. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, download and install any necessary software.
Rowan is a global provider of contract drilling services to the oil and gas industry with a fleet of 25 mobile offshore drilling units, comprised of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea and Central and South America. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, named ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that are contracted in the Arabian Gulf. Rowan's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Forward-Looking Statements
Statements included in this document regarding the expectations, beliefs and future expected business, financial and operating performance and prospects of Rowan, commodity prices, market conditions, the capital budgets of customers, the proposed transaction, between Ensco plc ("Ensco") and Rowan, including benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction 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 (the "Securities Act")). 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, oil and natural gas prices and the impact of the economic climate, changes in the offshore drilling market, including fluctuations in supply and demand, variable levels of drilling activity and expenditures in the energy industry, 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles (GAAP) in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the tables entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
ROWAN COMPANIES PLC | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(In millions, except per share amounts) | |||||||||||||||
(Unaudited) | |||||||||||||||
Three months ended December 31, | Twelve months ended December 31, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
REVENUE | $ | 179.4 | $ | 296.7 | $ | 824.8 | $ | 1,282.8 | |||||||
COSTS AND EXPENSES: | |||||||||||||||
Direct operating costs (excluding items below) | 166.7 | 176.2 | 682.7 | 685.0 | |||||||||||
Depreciation and amortization | 94.6 | 99.7 | 388.9 | 403.7 | |||||||||||
Selling, general and administrative | 20.0 | 33.3 | 96.1 | 104.6 | |||||||||||
Gain on sale of assets to unconsolidated subsidiary | (65.8) | (157.4) | (65.8) | (157.4) | |||||||||||
Loss on disposals of property and equipment | 7.1 | 0.1 | 12.1 | 9.4 | |||||||||||
Merger and related costs | 7.6 | — | 8.9 | — | |||||||||||
Total costs and expenses | 230.2 | 151.9 | 1,122.9 | 1,045.3 | |||||||||||
Equity in earnings of unconsolidated subsidiary | 6.9 | 0.9 | 10.3 | 0.9 | |||||||||||
INCOME (LOSS) FROM OPERATIONS | (43.9) | 145.7 | (287.8) | 238.4 | |||||||||||
OTHER INCOME (EXPENSE): | |||||||||||||||
Interest expense | (39.7) | (38.7) | (156.3) | (155.7) | |||||||||||
Interest income | 10.5 | 6.5 | 33.1 | 15.4 | |||||||||||
Gain on extinguishment of debt | — | — | — | 1.7 | |||||||||||
Other - net | 1.4 | (4.2) | 12.0 | (0.5) | |||||||||||
Total other (expense) - net | (27.8) | (36.4) | (111.2) | (139.1) | |||||||||||
INCOME (LOSS) BEFORE INCOME TAXES | (71.7) | 109.3 | (399.0) | 99.3 | |||||||||||
Provision (benefit) for income taxes | (57.4) | (2.7) | (51.6) | 26.6 | |||||||||||
NET INCOME (LOSS) | $ | (14.3) | $ | 112.0 | $ | (347.4) | $ | 72.7 | |||||||
NET INCOME (LOSS) PER SHARE - DILUTED | $ | (0.11) | $ | 0.89 | $ | (2.74) | $ | 0.57 | |||||||
WEIGHTED AVERAGE SHARES - BASIC | 127.1 | 126.3 | 126.9 | 126.1 | |||||||||||
WEIGHTED AVERAGE SHARES - DILUTED | 127.1 | 128.1 | 126.9 | 127.7 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
December 31, | |||||||
2018 | 2017 | ||||||
ASSETS | |||||||
CURRENT ASSETS: | |||||||
Cash and cash equivalents | $ | 1,026.7 | $ | 1,332.1 | |||
Receivables - trade and other | 251.2 | 212.8 | |||||
Prepaid expenses and other current assets | 22.4 | 15.5 | |||||
Total current assets | 1,300.3 | 1,560.4 | |||||
Property and equipment - net | 6,201.0 | 6,552.7 | |||||
Long-term note receivable from unconsolidated subsidiary | 456.0 | 270.2 | |||||
Investment in unconsolidated subsidiary | 41.2 | 30.9 | |||||
Other assets | 119.2 | 44.1 | |||||
$ | 8,117.7 | $ | 8,458.3 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
CURRENT LIABILITIES: | |||||||
Current portion of long-term debt | $ | 201.2 | $ | — | |||
Accounts payable - trade | 122.3 | 97.2 | |||||
Deferred revenue | 16.7 | 1.1 | |||||
Accrued liabilities | 113.4 | 159.1 | |||||
Total current liabilities | 453.6 | 257.4 | |||||
Long-term debt | 2,309.7 | 2,510.3 | |||||
Other liabilities | 307.7 | 293.6 | |||||
Deferred income taxes - net | 11.7 | 10.9 | |||||
Shareholders' equity | 5,035.0 | 5,386.1 | |||||
$ | 8,117.7 | $ | 8,458.3 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
Twelve months ended December 31, | |||||||
2018 | 2017 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income (loss) | $ | (347.4) | $ | 72.7 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 388.9 | 403.7 | |||||
Equity in earnings of unconsolidated subsidiary | (10.3) | (0.9) | |||||
Deferred income taxes | (68.1) | 24.7 | |||||
Pension and other postretirement benefits (income) expense | (9.0) | 12.5 | |||||
Share-based compensation expense | 24.0 | 29.0 | |||||
Gain on sale of assets to unconsolidated subsidiary | (65.8) | (157.4) | |||||
Loss on disposals of property and equipment | 12.1 | 9.4 | |||||
Non-cash interest income from unconsolidated subsidiary (receipt in kind) | (12.0) | — | |||||
Other | 8.1 | 1.6 | |||||
Net changes in current assets and liabilities | (47.9) | 103.0 | |||||
Other postretirement benefit claims paid | (1.4) | (18.4) | |||||
Contributions to pension plans | (24.2) | (29.3) | |||||
Deferred revenue | 5.5 | (112.8) | |||||
Net changes in other noncurrent assets and liabilities | (12.6) | (38.0) | |||||
Net cash provided by (used in) operating activities | (160.1) | 299.8 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Capital expenditures | (169.2) | (100.6) | |||||
Purchase of rigs | (70.8) | — | |||||
Deposit on purchase of rigs | — | (7.7) | |||||
Investment in unconsolidated subsidiary | — | (30.0) | |||||
Contributions to unconsolidated subsidiary for note receivable | (271.3) | (357.7) | |||||
Proceeds from sale of assets to unconsolidated subsidiary | 266.0 | 357.7 | |||||
Repayments of note receivable from unconsolidated subsidiary | 98.5 | 87.5 | |||||
Proceeds from disposals of property and equipment | 12.7 | 3.3 | |||||
Net cash used in investing activities | (134.1) | (47.5) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Reductions of long-term debt | — | (170.0) | |||||
Debt issue costs | (6.1) | — | |||||
Proceeds from exercise of share options | 0.1 | — | |||||
Shares repurchased for tax withholdings on vesting of restricted share units | (5.2) | (5.7) | |||||
Net cash used in financing activities | (11.2) | (175.7) | |||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (305.4) | 76.6 | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,332.1 | 1,255.5 | |||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 1,026.7 | $ | 1,332.1 |
ROWAN COMPANIES PLC | |||||||||||||||||||||||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||
Three months ended December 31, | |||||||||||||||||||||||||||
Deepwater | Jack-ups | ARO | Unallocated and other | Reportable segments total | Eliminations and adjustments | Consolidated | |||||||||||||||||||||
2018 | |||||||||||||||||||||||||||
Revenue | $ | 26.3 | $ | 146.2 | $ | 130.5 | $ | 6.9 | $ | 309.9 | $ | (130.5) | $ | 179.4 | |||||||||||||
Operating expenses: | |||||||||||||||||||||||||||
Direct operating costs (excluding items below) | 50.4 | 116.3 | 73.5 | — | 240.2 | (73.5) | 166.7 | ||||||||||||||||||||
Depreciation and amortization | 27.3 | 67.0 | 17.0 | 0.3 | 111.6 | (17.0) | 94.6 | ||||||||||||||||||||
Selling, general and administrative | — | — | 7.0 | 20.0 | 27.0 | (7.0) | 20.0 | ||||||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary | — | (65.8) | — | — | (65.8) | — | (65.8) | ||||||||||||||||||||
Other operating items - expense | 1.6 | 0.3 | 1.4 | 5.2 | 8.5 | (1.4) | 7.1 | ||||||||||||||||||||
Merger and related costs | — | — | — | 7.6 | 7.6 | — | 7.6 | ||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary | — | — | — | — | — | 6.9 | 6.9 | ||||||||||||||||||||
Income (loss) from operations | $ | (53.0) | $ | 28.4 | $ | 31.6 | $ | (26.2) | $ | (19.2) | $ | (24.7) | $ | (43.9) | |||||||||||||
2017 (1) | |||||||||||||||||||||||||||
Revenue | $ | 96.1 | $ | 193.2 | $ | 48.6 | $ | 7.4 | $ | 345.3 | $ | (48.6) | $ | 296.7 | |||||||||||||
Operating expenses: | |||||||||||||||||||||||||||
Direct operating costs (excluding items below) | 34.3 | 141.9 | 22.2 | — | 198.4 | (22.2) | 176.2 | ||||||||||||||||||||
Depreciation and amortization | 27.5 | 71.6 | 12.9 | 0.6 | 112.6 | (12.9) | 99.7 | ||||||||||||||||||||
Selling, general and administrative | — | — | 6.1 | 33.3 | 39.4 | (6.1) | 33.3 | ||||||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary | — | (157.4) | — | — | (157.4) | — | (157.4) | ||||||||||||||||||||
Other operating items - expense (income) | 0.1 | — | (0.1) | — | — | 0.1 | 0.1 | ||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary | — | — | — | — | — | 0.9 | 0.9 | ||||||||||||||||||||
Income (loss) from operations | $ | 34.2 | $ | 137.1 | $ | 7.5 | $ | (26.5) | $ | 152.3 | $ | (6.6) | $ | 145.7 | |||||||||||||
(1) ARO commenced operations October 17, 2017. |
ROWAN COMPANIES PLC | |||||||||||||||||||||||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||
Twelve months ended December 31, | |||||||||||||||||||||||||||
Deepwater | Jack-ups | ARO | Unallocated and other | Reportable segments total | Eliminations and adjustments | Consolidated | |||||||||||||||||||||
2018 | |||||||||||||||||||||||||||
Revenue | $ | 158.1 | $ | 632.9 | $ | 348.8 | $ | 33.8 | $ | 1,173.6 | $ | (348.8) | $ | 824.8 | |||||||||||||
Operating expenses: | |||||||||||||||||||||||||||
Direct operating costs (excluding items below) | 168.6 | 514.1 | 194.0 | — | 876.7 | (194.0) | 682.7 | ||||||||||||||||||||
Depreciation and amortization | 108.5 | 278.3 | 67.4 | 2.1 | 456.3 | (67.4) | 388.9 | ||||||||||||||||||||
Selling, general and administrative | — | — | 27.0 | 96.1 | 123.1 | (27.0) | 96.1 | ||||||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary | — | (65.8) | — | — | (65.8) | — | (65.8) | ||||||||||||||||||||
Other operating items - expense | 1.6 | 5.3 | 1.4 | 5.2 | 13.5 | (1.4) | 12.1 | ||||||||||||||||||||
Merger and related costs | — | — | — | 8.9 | 8.9 | — | 8.9 | ||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary | — | — | — | — | — | 10.3 | 10.3 | ||||||||||||||||||||
Income (loss) from operations | $ | (120.6) | $ | (99.0) | $ | 59.0 | $ | (78.5) | $ | (239.1) | $ | (48.7) | $ | (287.8) | |||||||||||||
2017 (1) | |||||||||||||||||||||||||||
Revenue | $ | 467.9 | $ | 807.5 | $ | 48.6 | $ | 7.4 | $ | 1,331.4 | $ | (48.6) | $ | 1,282.8 | |||||||||||||
Operating expenses: | |||||||||||||||||||||||||||
Direct operating costs (excluding items below) | 151.4 | 533.6 | 22.2 | — | 707.2 | (22.2) | 685.0 | ||||||||||||||||||||
Depreciation and amortization | 111.6 | 289.4 | 12.9 | 2.7 | 416.6 | (12.9) | 403.7 | ||||||||||||||||||||
Selling, general and administrative | — | — | 6.1 | 104.6 | 110.7 | (6.1) | 104.6 | ||||||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary | — | (157.4) | — | — | (157.4) | — | (157.4) | ||||||||||||||||||||
Other operating items - expense (income) | 0.1 | 9.3 | (0.1) | — | 9.3 | 0.1 | 9.4 | ||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary | — | — | — | — | — | 0.9 | 0.9 | ||||||||||||||||||||
Income (loss) from operations | $ | 204.8 | $ | 132.6 | $ | 7.5 | $ | (99.9) | $ | 245.0 | $ | (6.6) | $ | 238.4 | |||||||||||||
(1) ARO commenced operations October 17, 2017. |
ROWAN COMPANIES PLC | |||||||||||||||||||
SUPPLEMENTAL OPERATING INFORMATION | |||||||||||||||||||
(Unaudited) | |||||||||||||||||||
Three months ended | Twelve months ended | ||||||||||||||||||
December 31, | September 30, | December 31, | December 31, | ||||||||||||||||
2018 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||
RIG DAYS (1) | |||||||||||||||||||
Deepwater: | |||||||||||||||||||
Revenue-producing (2) | 180 | 102 | 125 | 442 | 783 | ||||||||||||||
Available | 368 | 368 | 368 | 1,460 | 1,460 | ||||||||||||||
Jack-up: | |||||||||||||||||||
Revenue-producing (3) (4) | 1,429 | 1,293 | 1,448 | 4,844 | 6,144 | ||||||||||||||
Available (3) | 1,564 | 1,748 | 1,883 | 6,751 | 8,162 | ||||||||||||||
Total: | |||||||||||||||||||
Revenue-producing (2) (3) (4) | 1,609 | 1,395 | 1,573 | 5,286 | 6,927 | ||||||||||||||
Available (3) | 1,932 | 2,116 | 2,251 | 8,211 | 9,622 | ||||||||||||||
UTILIZATION (1) | |||||||||||||||||||
Deepwater (2) | 49 | % | 28 | % | 34 | % | 30 | % | 54 | % | |||||||||
Jack-up (3) | 91 | % | 74 | % | 77 | % | 72 | % | 75 | % | |||||||||
Total (2) (3) | 83 | % | 66 | % | 70 | % | 64 | % | 72 | % | |||||||||
AVERAGE DAY RATES (5) (in thousands) | |||||||||||||||||||
Deepwater (2) (6) | $ | 138.1 | $ | 135.0 | $ | 767.1 | $ | 351.2 | $ | 594.8 | |||||||||
Jack-up (3) | $ | 84.2 | $ | 115.9 | $ | 123.3 | $ | 114.8 | $ | 127.7 | |||||||||
Total (2) (3) (6) | $ | 90.2 | $ | 117.3 | $ | 174.5 | $ | 134.6 | $ | 180.5 | |||||||||
REBILLABLES (7) (in millions) | |||||||||||||||||||
Deepwater | $ | 1.4 | $ | 0.1 | $ | 0.2 | $ | 2.7 | $ | 2.2 | |||||||||
Jack-up (3) (8) | 24.2 | 18.3 | 13.8 | 70.9 | 21.2 | ||||||||||||||
Total (3) (8) | $ | 25.6 | $ | 18.4 | $ | 14.0 | $ | 73.6 | $ | 23.4 | |||||||||
(1) Available rig days and utilization exclude cold-stacked days. For rigs leased to ARO, the number of available days is based on the number of days available for hire under the Bareboat Charter lease to ARO. Utilization for rigs leased to ARO, includes the number of days on hire under Bareboat Charter to ARO divided by the number of available days. | |||||||||||||||||||
(2) Revenue-producing days for the three and twelve months ended December 31, 2017 includes 33 days and 125 days, respectively, for the Deepwater drillship Rowan Reliance when it was not operating. The drillship did not operate in the third and fourth quarter of 2017, but was available for Cobalt through November 2, 2017 per the 2016 contract amendment. Revenue of $41 million and $70 million, previously deferred in 2016, was recognized during the three and twelve months ended December 31, 2017, respectively, related to these days for which the rig was available to Cobalt but was not operating as well as the recognition of any remaining deferred revenue at November 2, 2017 as Cobalt did not exercise their right to use the rig. | |||||||||||||||||||
(3) All revenue and performance metrics exclude the results of rigs owned by ARO beginning on October 17, 2017 and October 1, 2018, the dates such rigs were sold to ARO. | |||||||||||||||||||
(4) For rigs leased to ARO, revenue-producing days includes the number of days on hire under Bareboat Charter lease to ARO. | |||||||||||||||||||
(5) Average day rates exclude other revenue, which is revenue received for rebillabiles, secondment, transition services and other miscellaneous. Day rate revenue includes contractual rates, Bareboat Charter lease revenue from ARO and amounts for rig mobilization, unconstrained demobilization or capital improvements, which are amortized over the expected recognition period of the contract. | |||||||||||||||||||
(6) For the twelve months ended December 31, 2018, revenue for this calculation includes $27.8 million related to the Anadarko early contract termination fee to which there are no associated revenue-producing days. | |||||||||||||||||||
(7) Rebillable operating costs equally offset with rebillable revenue. | |||||||||||||||||||
(8) Includes secondment revenue from ARO. |
ROWAN COMPANIES PLC | ||||||||||||||||||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||||||||||||||||||||||||||||||
(In millions, except per share amounts) | ||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
Three months ended December 31, 2018 | Three months ended December 31, 2017 | |||||||||||||||||||||||||||||||
Pretax | Tax | Net | Diluted EPS* | Pretax | Tax | Net | Diluted EPS* | |||||||||||||||||||||||||
GAAP NET INCOME (LOSS) | $ | (71.7) | $ | 57.4 | $ | (14.3) | $ | (0.11) | $ | 109.3 | $ | 2.7 | $ | 112.0 | $ | 0.89 | ||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary | (65.8) | — | (65.8) | (0.52) | (157.4) | 5.7 | (151.7) | (1.18) | ||||||||||||||||||||||||
Merger and related costs | 7.6 | — | 7.6 | 0.06 | — | — | — | — | ||||||||||||||||||||||||
Discrete tax item | — | (68.4) | (68.4) | (0.54) | — | — | — | — | ||||||||||||||||||||||||
NON-GAAP NET INCOME (LOSS) | $ | (129.9) | $ | (11.0) | $ | (140.9) | $ | (1.11) | $ | (48.1) | $ | 8.4 | $ | (39.7) | $ | (0.31) | ||||||||||||||||
Twelve months ended December 31, 2018 | Twelve months ended December 31, 2017 | |||||||||||||||||||||||||||||||
Pretax | Tax | Net | Diluted EPS* | Pretax | Tax | Net | Diluted EPS* | |||||||||||||||||||||||||
GAAP NET INCOME (LOSS) | $ | (399.0) | $ | 51.6 | $ | (347.4) | $ | (2.74) | $ | 99.3 | $ | (26.6) | $ | 72.7 | $ | 0.57 | ||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary | (65.8) | — | (65.8) | (0.52) | (157.4) | 5.7 | (151.7) | (1.19) | ||||||||||||||||||||||||
Gain on extinguishment of debt | — | — | — | — | (1.7) | — | (1.7) | (0.01) | ||||||||||||||||||||||||
Merger and related costs | 8.9 | — | 8.9 | 0.07 | — | — | — | — | ||||||||||||||||||||||||
Discrete tax item | — | (68.4) | (68.4) | (0.54) | — | — | — | — | ||||||||||||||||||||||||
NON-GAAP NET LOSS | $ | (455.9) | $ | (16.8) | $ | (472.7) | $ | (3.72) | $ | (59.8) | $ | (20.9) | $ | (80.7) | $ | (0.64) | ||||||||||||||||
* Per share amounts may not sum due to rounding. | ||||||||||||||||||||||||||||||||
Three months ended | Twelve months ended | |||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA): | ||||||||||||||||||||||||||||||||
GAAP NET INCOME (LOSS) | $ | (14.3) | $ | 112.0 | $ | (347.4) | $ | 72.7 | ||||||||||||||||||||||||
Depreciation and amortization | 94.6 | 99.7 | 388.9 | 403.7 | ||||||||||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary | (6.9) | (0.9) | (10.3) | (0.9) | ||||||||||||||||||||||||||||
Interest (income) expense and other, net | 27.8 | 36.4 | 111.2 | 140.8 | ||||||||||||||||||||||||||||
Income tax expense (benefit) | (57.4) | (2.7) | (51.6) | 26.6 | ||||||||||||||||||||||||||||
Gain on extinguishment of debt | — | — | — | (1.7) | ||||||||||||||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary | (65.8) | (157.4) | (65.8) | (157.4) | ||||||||||||||||||||||||||||
Loss on disposals of property and equipment | 7.1 | 0.1 | 12.1 | 9.4 | ||||||||||||||||||||||||||||
Merger and related costs | 7.6 | — | 8.9 | — | ||||||||||||||||||||||||||||
NON-GAAP ADJUSTED EBITDA | $ | (7.3) | $ | 87.2 | $ | 46.0 | $ | 493.2 | ||||||||||||||||||||||||
ARO DRILLING | |||||||
SUPPLEMENTAL FINANCIAL INFORMATION | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
December 31, 2018 | December 31, 2017 | ||||||
Current assets | $ | 348.9 | $ | 108.6 | |||
Non-current assets | 727.0 | 459.7 | |||||
Total assets | $ | 1,075.9 | $ | 568.3 | |||
Current liabilities | $ | 112.2 | $ | 29.2 | |||
Non-current liabilities | 949.1 | 545.1 | |||||
Total liabilities | $ | 1,061.3 | $ | 574.3 |
Three Months Ended | Twelve Months Ended | October 17, 2017 to | |||||||||
December 31, 2018 | December 31, 2018 | December 31, 2017 | |||||||||
Revenue | $ | 130.5 | $ | 348.8 | $ | 48.6 | |||||
Direct operating costs (excluding items below) | 73.5 | 194.0 | 22.2 | ||||||||
Depreciation and amortization | 17.0 | 67.4 | 12.9 | ||||||||
Selling, general and administrative | 7.0 | 27.0 | 6.1 | ||||||||
(Gain) loss on disposals of property and equipment | 1.4 | 1.4 | (0.1) | ||||||||
Income from Operations | 31.6 | 59.0 | 7.5 | ||||||||
Interest expense | (9.3) | (26.2) | (4.2) | ||||||||
Provision for income taxes | 8.7 | 12.3 | 1.6 | ||||||||
Net Income | $ | 13.6 | $ | 20.5 | $ | 1.7 |
Three Months Ended | Twelve Months Ended | October 17, 2017 to | |||||||||
December 31, 2018 | December 31, 2018 | December 31, 2017 | |||||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION(EBITDA): | |||||||||||
GAAP NET INCOME | $ | 13.6 | $ | 20.5 | $ | 1.7 | |||||
Depreciation and amortization | 17.0 | 67.4 | 12.9 | ||||||||
(Gain) loss on disposals of property and equipment | 1.4 | 1.4 | (0.1) | ||||||||
Interest expense | 9.3 | 26.2 | 4.2 | ||||||||
Provision for income taxes | 8.7 | 12.3 | 1.6 | ||||||||
NON-GAAP ADJUSTED EBITDA | $ | 50.0 | $ | 127.8 | $ | 20.3 |
View original content:http://www.prnewswire.com/news-releases/rowan-reports-fourth-quarter-and-full-year-2018-results-300802808.html
SOURCE Rowan Companies plc
LONDON, Feb. 21, 2019 /PRNewswire/ -- Rowan Companies plc (NYSE: RDC) ("Rowan") and Ensco plc (NYSE: ESV) ("Ensco") jointly announced today that both companies' shareholders voted to approve the pending all-stock transaction under which Rowan shareholders will receive 2.750 Ensco shares for each Rowan share they own.
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The final results of the Rowan Court and General Meetings held today reflect that approximately 91.5% of the shares voted at the meetings were voted in favor of the pending transaction. At today's Ensco General Meeting, approximately 99.3% of the shares voted at the meeting were voted in favor of the pending combination.
Tom Burke, Rowan's President and Chief Executive Officer, said: "We are pleased that Rowan shareholders overwhelmingly support the pending combination with Ensco and have voted to approve the transaction. Combining our organizations will enable Rowan and Ensco shareholders to participate in the substantial value creation opportunities of a larger, more technologically-advanced and diverse offshore drilling company. We wish to thank Rowan shareholders for their continued support and look forward to completing the transaction with Ensco."
Carl Trowell, Ensco's President and Chief Executive Officer, stated: "We are gratified that Ensco shareholders recognize the strategic and financial merits of our pending combination with Rowan. The combined company will be an industry leader in offshore drilling across all water depths that is well positioned to better serve our customers. We are eager to close the transaction and begin delivering on the significant opportunities of the combined company."
Completion of the transaction, which is expected to occur in the first half of 2019, remains subject to satisfaction or waiver of certain other conditions.
Goldman Sachs & Co. LLC is serving as financial advisor to Rowan, and Kirkland & Ellis LLP is serving as legal advisor. Morgan Stanley & Co. LLC is 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.
About Rowan
Rowan is a global provider of contract drilling services with a current fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The company's fleet operates worldwide, including the United States Gulf of Mexico, Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, Central and South America. Additionally, the company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the company, please visit www.rowan.com.
About Ensco
Ensco plc (NYSE: ESV) brings energy to the world as a global provider of offshore drilling services to the petroleum industry. For more than 30 years, the company has focused on operating safely and going beyond customer expectations. Operating one of the newest ultra-deepwater rig fleets and a leading premium jackup fleet, Ensco has a major presence in the most strategic offshore basins across six continents. Ensco 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.enscoplc.com.
Forward-Looking Statements
Statements included in this document regarding the proposed transaction between Ensco plc ("Ensco") and Rowan, including benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction 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 (the "Securities Act")). 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Contacts
Rowan Companies plc
Investor Relations
+1-713-621-7800
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel / Dan Moore
+1-212-355-4449
Ensco plc
Nick Georgas, 713-430-4607
Senior Director – Investor Relations and Communications
Tim Richardson, 713-430-4490
Manager – Investor Relations
View original content:http://www.prnewswire.com/news-releases/rowan-companies-plc-and-ensco-plc-shareholders-approve-pending-combination-300799874.html
SOURCE Rowan Companies plc
HOUSTON, Feb. 15, 2019 /PRNewswire/ -- Rowan Companies plc (NYSE: RDC) ("Rowan" or "The Company") today announced that it has received clearance from the United Kingdom's Competition and Markets Authority for its pending combination with Ensco plc (NYSE: ESV).
As disclosed on January 29, 2019, Rowan and Ensco have amended the Transaction Agreement the companies entered into on October 7, 2018. Under the amended agreement, upon closing Rowan shareholders will receive 2.750 shares of Ensco for each share of Rowan they own. All other terms and conditions of the agreement remain the same.
Completion of the transaction remains subject to satisfaction or waiver of certain other conditions, including approval by the shareholders of both Rowan and Ensco along with other regulatory and court approvals.
Rowan's Court and General Meetings to approve resolutions relating to the transaction with Ensco will occur on February 21, 2019.
Goldman Sachs & Co. LLC is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to the Company.
Rowan shareholders who have questions or need assistance voting their shares should contact Rowan's proxy solicitor, MacKenzie Partners, Inc., by calling toll-free at (800) 322-2885 (from the U.S. and Canada) or (212) 929-5500 (call collect from other locations) or via email at proxy@mackenziepartners.com.
About Rowan
Rowan is a global provider of contract drilling services with a current fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The company's fleet operates worldwide, including the United States Gulf of Mexico, Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, Central and South America. Additionally, the company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the company, please visit www.rowan.com.
Forward-Looking Statements
Statements included in this document regarding the proposed transaction between Ensco plc ("Ensco") and Rowan, including benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction 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 (the "Securities Act")). 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find it
In connection with the proposed transaction, Ensco and Rowan have filed a joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan's shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco's ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines, with Rowan's consent, to structure the transaction as an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Ensco will file a registration statement with the SEC containing a prospectus with respect to Ensco's ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement has been and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco's website at www.enscoplc.com under the tab "Investors." Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan's website at www.rowan.com/investor-relations.
Participants in the Solicitation
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in the joint proxy statement filed by Ensco and Rowan with the SEC on December 11, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Service of Process
Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.
Contact
Rowan Companies plc
Investor Relations
+1-713-621-7800
OR
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel / Dan Moore
+1-212-355-4449
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SOURCE Rowan Companies plc
HOUSTON, Feb. 14, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report financial results for the fourth quarter 2018 and full year 2018 on Wednesday, February 27, 2019, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
(833) 241-4252 (U.S. and Canada)
(647) 689-4203 (International)
7971778 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, Central and South America. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC". For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date, scope of work, and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ. materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, Feb. 13, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of February 13, 2019. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in advance of earnings.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, Central and South America. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC". For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date, scope of work, and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ. materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, Feb. 13, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that ExxonMobil has exercised the third of four options for the Rowan Relentless, an R-Class ultra-deepwater drillship. The option will be used for operations in the US Gulf of Mexico and has an expected duration of 180 days. The Rowan Relentless has been under contract with ExxonMobil since September 2018.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, Central and South America. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC". For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date, scope of work, and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ. materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, Feb. 8, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) today announced that, in a report issued on February 8, 2019, Glass Lewis & Co. ("Glass Lewis"), one of the world's leading independent proxy advisory firms, joined Institutional Shareholder Services, Inc. ("ISS") and Egan-Jones Proxy Services ("Egan-Jones") in recommending that Rowan shareholders vote "FOR" the Company's pending combination with Ensco plc (NYSE: ESV) ("Ensco").
As previously announced, Rowan and Ensco amended the Transaction Agreement between the two companies such that, upon closing of the transaction, Rowan shareholders will receive 2.750 shares of Ensco for each share of Rowan they own. All other terms and conditions of the agreement remain the same.
Commenting on the recommendations, Rowan issued the following statement:
We are pleased that all three proxy advisory firms recognize the compelling rationale behind our proposed combination with Ensco. Notably, in its report, Glass Lewis highlighted that the transaction would provide Rowan shareholders with greater upside potential in a recovery scenario as well as a margin of safety should challenging conditions persist.
The recommendations of ISS, Glass Lewis and Egan-Jones in support of this amended transaction at a 2.750 exchange ratio further reinforces the significant positive feedback we have received from many investors. All three firms recognize that combining with Ensco maximizes value for all Rowan shareholders and represents the best path forward for the Company. With substantial synergies, as well as enhanced scale, backlog and financial flexibility, this combination creates a premiere offshore service provider poised to succeed in any operating environment.
We look forward to completing this transaction during the first half of the year so that we can begin integrating the two companies, achieving the substantial synergies we have identified, and strengthening the combined company's balance sheet. We are confident this transaction will create meaningful value for shareholders.
In connection with the amended transaction agreement, Odey Asset Management LLP, one of Rowan's largest shareholders as of the most recent regulatory filings, has pledged its support to Ensco by entering into an irrevocable voting agreement for the firm's holdings of approximately 9% of Rowan's shares outstanding.
Rowan urges all shareholders to submit a proxy or voting instruction card for each of Rowan's Court and General Meetings as soon as possible. The BLUE form of proxy corresponds to Rowan's Court Meeting and the YELLOW form of proxy corresponds to Rowan's General Meeting. Rowan's Court and General Meetings to approve resolutions relating to the transaction with Ensco will occur on February 21, 2019.
Goldman Sachs & Co. LLC is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to the Company.
Rowan shareholders who have questions or need assistance voting their shares should contact Rowan's proxy solicitor, MacKenzie Partners, Inc., by calling toll-free at (800) 322-2885 (from the U.S. and Canada) or (212) 929-5500 (call collect from other locations) or via email at proxy@mackenziepartners.com.
About Rowan
Rowan is a global provider of contract drilling services with a current fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the company, please visit www.rowan.com.
Forward-Looking Statements
Statements included in this document regarding the proposed transaction between Ensco plc ("Ensco") and Rowan, including benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction 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 (the "Securities Act")). 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find it
In connection with the proposed transaction, Ensco and Rowan have filed a joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan's shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco's ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines, with Rowan's consent, to structure the transaction as an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Ensco will file a registration statement with the SEC containing a prospectus with respect to Ensco's ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement has been and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco's website at www.enscoplc.com under the tab "Investors." Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan's website at www.rowan.com/investor-relations.
Participants in the Solicitation
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in the joint proxy statement filed by Ensco and Rowan with the SEC on December 11, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Service of Process
Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.
Contact
Rowan Companies plc
Son Vann
Vice President Corporate Development
+1-713-960-7655
OR
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel / Dan Moore
+1-212-355-4449
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SOURCE Rowan Companies plc
HOUSTON, Feb. 5, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) today announced that Institutional Shareholder Services, Inc. ("ISS") and Egan-Jones Proxy Services ("Egan-Jones"), two leading proxy advisory firms, recommend that Rowan shareholders vote "FOR" the Company's pending combination with Ensco plc ("Ensco").
As disclosed on January 29, 2019, Rowan and Ensco have amended the Transaction Agreement the companies entered into on October 7, 2018. Under the amended agreement, upon closing Rowan shareholders will receive 2.750 shares of Ensco for each share of Rowan they own. All other terms and conditions of the agreement remain the same.
In its February 4, 2019 report, ISS concluded: "Given the material improvement in terms, along with the compelling strategic rationale for the combination, as noted in our original analysis, support FOR the transaction is now warranted."
Commenting on the recommendations, Rowan issued the following statement:
We are pleased that ISS and Egan-Jones recognize the compelling rationale behind our proposed combination with Ensco, and that ISS highlighted the thorough, multi-year review process undertaken by Rowan's Board of Directors that led to this transaction. Their recommendations in support of this amended transaction at a 2.750 exchange ratio echoes the significant positive feedback we have received from many investors. The Board remains confident that combining with Ensco maximizes value for all Rowan shareholders and represents the best path forward for the Company. With substantial synergies, as well as enhanced scale, backlog and financial flexibility, this combination creates a premiere offshore service provider poised to succeed in any operating environment.
We look forward to completing this transaction during the first half of the year. Following closing, our immediate priorities will be to successfully integrate the two companies, achieve the substantial identified synergies, and opportunistically manage our balance sheet, which is expected to create meaningful value for shareholders.
In connection with the amended transaction agreement, Odey Asset Management LLP, one of Rowan's largest shareholders as of the most recent regulatory filings, has pledged its support to Ensco by entering into an irrevocable voting agreement for the firm's holdings of approximately 9% of Rowan's shares outstanding.
Rowan's Court and General Meetings to approve resolutions relating to the transaction with Ensco will occur on February 21, 2019.
Goldman Sachs & Co. LLC is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to the Company.
Rowan shareholders who have questions or need assistance voting their shares should contact Rowan's proxy solicitor, MacKenzie Partners, Inc., by calling toll-free at (800) 322-2885 (from the U.S. and Canada) or (212) 929-5500 (call collect from other locations) or via email at proxy@mackenziepartners.com.
About Rowan
Rowan is a global provider of contract drilling services with a current fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the company, please visit www.rowan.com.
Forward-Looking Statements
Statements included in this document regarding the proposed transaction between Ensco plc ("Ensco") and Rowan, including benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction 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 (the "Securities Act")). 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find it
In connection with the proposed transaction, Ensco and Rowan have filed a joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan's shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco's ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines, with Rowan's consent, to structure the transaction as an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Ensco will file a registration statement with the SEC containing a prospectus with respect to Ensco's ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement has been and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco's website at www.enscoplc.com under the tab "Investors." Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan's website at www.rowan.com/investor-relations.
Participants in the Solicitation
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in the joint proxy statement filed by Ensco and Rowan with the SEC on December 11, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Service of Process
Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.
Contact
Rowan Companies plc
Son Vann
Vice President Corporate Development
+1-713-960-7655
OR
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel / Dan Moore
+1-212-355-4449
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SOURCE Rowan Companies plc
HOUSTON, Jan. 30, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that the Rowan Viking, an N-Class ultra-harsh environment jack-up rig, has been awarded a seven-well program by Lundin Norway AS in Norway for a minimum duration of 265 days. The contract is expected to commence in Q2/Q3 2020 and has four additional one-well priced options. The Rowan Viking has just completed the first well of a two-well program for MOL Norges AS in Norway and will perform a Special Periodic Survey prior to commencing the second well with MOL, which is expected to start in April 2019 and has an estimated duration of 140 days.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC". For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date, scope of work, and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ. materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, Jan. 29, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) today announced that it has entered into an amendment to the Transaction Agreement with Ensco plc (NYSE: ESV) ("Ensco") providing for the combination of the two companies in an all-stock transaction. Under the amended agreement, Rowan shareholders will receive 2.750 shares of Ensco for each share of Rowan they own. All other terms and conditions of the agreement entered into on October 7, 2018, remain the same.
Several Rowan shareholders have indicated their support for the transaction and the value creation opportunity that the pending combination presents to the Company's shareholders. In concert with the amended transaction agreement, Odey Asset Management LLP, one of Rowan's largest shareholders as of the most recent regulatory filings, has pledged its support to Ensco by entering into an irrevocable voting agreement for the firm's holdings of approximately 11.4 million Rowan shares, or approximately 9% of Rowan's shares outstanding.
The Company issued the following statement:
Rowan's Board of Directors and management team have a long track record of engaging with shareholders to understand their perspectives and advance their best interests. Since Rowan announced an agreement to combine with Ensco on October 7, 2018, we have had extensive dialogue with shareholders, and we continue to receive significant positive feedback regarding the industrial logic and value creation opportunity of the pending combination from many of Rowan's shareholders.
We are pleased to have reached an amended agreement with Ensco at an exchange ratio of 2.750, which represents a 24.2% increase compared to the 2.215 exchange rate in the previously announced agreement between the companies. The Rowan Board and management team actively negotiated with Ensco to receive the significantly improved exchange ratio and, after careful review and consideration, the Board determined that the transaction continues to maximize value for all Rowan shareholders and represents the best path forward for the Company.
The Rowan Board and management team have acted decisively to position our company for long-term growth and success. As part of these efforts, Rowan's Board has undertaken a multi-year review, in consultation with its outside financial and legal advisors, of strategic alternatives including asset sales, internal restructurings, joint ventures and other business combinations. During this extensive review process, the Rowan Board evaluated a combination with Ensco and determined that no other alternatives were sufficiently compelling for Rowan shareholders, and unanimously approved a definitive transaction agreement to combine with Ensco in October 2018. As the Rowan team has worked with the Ensco team over the last several months to begin planning for the integration and realization of synergy opportunities, our conviction regarding the value creation opportunity has only grown stronger.
Shareholders of the pro forma entity will benefit from efficiencies including an expected $165 million of annual run-rate expense synergies1 that will drive $1.1 billion of capitalized value creation, providing even greater upside as the industry recovery gains momentum. Should challenging market conditions persist, or even worsen, the enhanced scale, resiliency and efficiency of the combined company will be all that much more important and beneficial for shareholders. Moreover, the combination provides Rowan with enhanced protection in more challenging market conditions as it dramatically increases Rowan's contracted revenue backlog from approximately $500 million to more than $2.6 billion. The combined company will also have $3.7 billion of total liquidity, including $1.7 billion of cash and short-term investments, and a flexible capital structure with no secured debt that enhances our ability to navigate through industry cycles and generate greater shareholder value than Rowan could alone.
Rowan's Board and management team strongly recommend that all Rowan shareholders vote "FOR" the all-stock transaction with Ensco at the Company's Court and General Meetings.
Rowan expects the reconvened Court and General Meetings to occur during the week of February 18, 2019 and will announce the place, date and time of the meetings to approve resolutions relating to the transaction with Ensco in our proxy supplement to be issued promptly.
Goldman Sachs & Co. LLC is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to the Company.
Rowan shareholders who have questions or need assistance voting their shares should contact Rowan's proxy solicitor, MacKenzie Partners, Inc., by calling toll-free at (800) 322-2885 (from the U.S. and Canada) or (212) 929-5500 (call collect from other locations) or via email at proxy@mackenziepartners.com.
1 Over 75% of targeted synergies are expected to be realized within one year of closing
About Rowan
Rowan is a global provider of contract drilling services with a current fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the company, please visit www.rowan.com.
Forward-Looking Statements
Statements included in this document regarding the proposed transaction between Ensco plc ("Ensco") and Rowan, including benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction 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 (the "Securities Act")). 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find it
In connection with the proposed transaction, Ensco and Rowan have filed a joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan's shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco's ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines, with Rowan's consent, to structure the transaction as an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Ensco will file a registration statement with the SEC containing a prospectus with respect to Ensco's ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement has been and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco's website at www.enscoplc.com under the tab "Investors." Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan's website at www.rowan.com/investor-relations.
Participants in the Solicitation
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in the joint proxy statement filed by Ensco and Rowan with the SEC on December 11, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Service of Process
Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.
Contact
Rowan Companies plc
Son Vann
Vice President Corporate Development
+1-713-960-7655
OR
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel / Dan Moore
+1-212-355-4449
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SOURCE Rowan Companies plc
HOUSTON, Jan. 23, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) today announced that it has convened and adjourned the Company's Court and General Meetings. The meetings were previously scheduled to approve resolutions relating to the transaction with Ensco plc (NYSE: ESV) ("Ensco") entered into on October 7, 2018.
As previously announced, in consultation with its financial and legal advisors, the Rowan Board of Directors continues to review Ensco's revised proposal received on January 14, 2019. The Board intends to take the time it needs to determine the course of action that it believes is in the best interest of Rowan and its shareholders. The Rowan Board will respond to Ensco's proposal in due course following its review.
Following the completion of the Board's review, the Company will announce the date and times at which the Court and General Meetings will be reconvened in order to provide Rowan shareholders with sufficient time to make an informed decision.
Goldman Sachs & Co. LLC is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to the Company.
Forward-Looking Statements
Statements included in this document regarding the proposed transaction between Ensco plc ("Ensco") and Rowan, including benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction 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 (the "Securities Act")). 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find it
In connection with the proposed transaction, Ensco and Rowan have filed a joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan's shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco's ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines, with Rowan's consent, to structure the transaction as an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Ensco will file a registration statement with the SEC containing a prospectus with respect to Ensco's ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement has been and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco's website at www.enscoplc.com under the tab "Investors." Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan's website at www.rowan.com/investor-relations.
Participants in the Solicitation
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in the joint proxy statement filed by Ensco and Rowan with the SEC on December 11, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Service of Process
Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.
Contact
Rowan Companies plc
Son Vann
Vice President Corporate Development
713-960-7655
OR
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel / Dan Moore
212-355-4449
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SOURCE Rowan Companies plc
HOUSTON, Jan. 17, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) today announced that it intends to convene and adjourn the Company's Court and General Meetings scheduled for January 23, 2019, which were scheduled to approve resolutions relating to the transaction with Ensco plc (NYSE: ESV) ("Ensco") entered into on October 7, 2018.
In consultation with its financial and legal advisors, the Rowan Board of Directors continues to review Ensco's revised proposal received on January 14, 2019. The Board intends to take the time it needs to determine the course of action that it believes is in the best interest of Rowan and its shareholders. The Rowan Board will respond to Ensco's proposal in due course following its review.
Following the completion of the Board's review, the Company will announce the date and times at which the Court and General Meetings will be reconvened in order to provide Rowan shareholders with sufficient time to make an informed decision.
As previously announced, under the terms of Ensco's revised proposal, Rowan shareholders would receive 2.60 shares of Ensco for each share of Rowan, which represents an approximately 17.4% increase compared to the 2.215 exchange ratio contemplated under the definitive transaction agreement entered into on October 7, 2018.
Goldman Sachs & Co. LLC is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to the Company.
Forward-Looking Statements
Statements included in this document regarding the proposed transaction between Ensco plc ("Ensco") and Rowan, including benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction 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 (the "Securities Act")). 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find it
In connection with the proposed transaction, Ensco and Rowan have filed a joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan's shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco's ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines, with Rowan's consent, to structure the transaction as an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Ensco will file a registration statement with the SEC containing a prospectus with respect to Ensco's ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement has been and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco's website at www.enscoplc.com under the tab "Investors." Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan's website at www.rowan.com/investor-relations.
Participants in the Solicitation
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in the joint proxy statement filed by Ensco and Rowan with the SEC on December 11, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Service of Process
Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.
Contact
Rowan Companies plc
Son Vann
Vice President Corporate Development
713-960-7655
OR
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel / Dan Moore
212-355-4449
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SOURCE Rowan Companies plc
HOUSTON, Jan. 14, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) today confirmed receipt of a proposal from Ensco plc (NYSE: ESV) ("Ensco") to increase the exchange ratio for the previously announced all-stock transaction in which Rowan would combine with Ensco. Under the terms of the proposal, Rowan shareholders would receive 2.60 shares of Ensco for each share of Rowan, which represents an approximately 17.4% increase compared to the 2.215 exchange ratio contemplated under the definitive transaction agreement entered into on October 7, 2018.
In consultation with its financial and legal advisors, the Rowan Board of Directors will carefully review and consider Ensco's proposal to determine the course of action that the Board believes is in the best interest of Rowan and its shareholders. The Rowan Board will respond to Ensco's proposal in due course following its review.
Goldman Sachs & Co. LLC is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to the Company.
Rowan shareholders who have questions or need assistance voting their shares should contact Rowan's proxy solicitor, MacKenzie Partners, Inc., by calling toll-free at (800) 322-2885 (from the U.S. and Canada) or (212) 929-5500 (call collect from other locations) or via email at proxy@mackenziepartners.com.
About Rowan
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC". For more information on the Company, please visit www.rowan.com.
Forward-Looking Statements
Statements included in this document regarding the proposed transaction between Ensco plc ("Ensco") and Rowan, including benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction 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 (the "Securities Act")). 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find it
In connection with the proposed transaction, Ensco and Rowan have filed a joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan's shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco's ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines, with Rowan's consent, to structure the transaction as an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Ensco will file a registration statement with the SEC containing a prospectus with respect to Ensco's ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement has been and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco's website at www.enscoplc.com under the tab "Investors." Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan's website at www.rowan.com/investor-relations.
Participants in the Solicitation
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in the joint proxy statement filed by Ensco and Rowan with the SEC on December 11, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Service of Process
Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.
Contact
Rowan Companies plc
Son Vann
Vice President Corporate Development
713-960-7655
OR
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel / Dan Moore
212-355-4449
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SOURCE Rowan Companies plc
LOS ANGELES, Jan. 14, 2019 /PRNewswire/ -- Canyon Capital Advisors LLC (together with certain of its affiliates, "Canyon"), the investment advisor to funds and accounts that hold over 8 million shares, or approximately 6.3%, of the outstanding ordinary shares of Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC), today issued the following statement welcoming the recommendation from Institutional Shareholder Services ("ISS") that shareholders vote against the proposed merger between Rowan and Ensco plc ("Ensco").
"We have previously urged Rowan's Board of Directors both publicly and directly to avoid the unnecessary value destruction for shareholders resulting from a flawed process to merge the Company with Ensco. The proposed merger fails to properly consider Rowan's superior asset base and its stronger and better capitalized balance sheet. We are pleased that ISS agrees with the views Canyon has expressed about the merger, which we believe significantly undervalues Rowan's contributions to the combined entity."
Key Quotes from the ISS Report
As Canyon outlined in a letter to Rowan's Board of Directors dated January 4, 2019, Canyon is pleased that ISS agreed with its assessment that the proposed merger:
For the reasons discussed above and in Canyon's letter dated January 4, Canyon intends to vote AGAINST the proposed merger.
About Canyon Partners LLC
Founded and partner owned since 1990, Canyon employs a deep value, credit intensive approach across its investment platform. Canyon specializes in value-oriented special situation investments for endowments, foundations, pension funds, sovereign wealth funds, family offices and other institutional investors. The firm invests across a broad range of asset classes, including distressed loans, corporate bonds, convertible bonds, securitized assets, direct investments, real estate, arbitrage, and event-oriented equities. For more information visit: www.canyonpartners.com.
Cautionary Statement Regarding Forward-Looking Statements
All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are "forward-looking statements," which are not guarantees of future performance or results, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. In light of the significant uncertainties inherent in the forward-looking statements, the inclusion of such information should not be regarded as a representation as to future results. Canyon disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Canyon has not sought or obtained consent from any third party to use any statements or information indicated herein as having been obtained or derived from statements made or published by third parties.
Media Contact:
Brian Schaffer
Prosek Partners
(646) 818-9229
bschaffer@prosek.com
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SOURCE Canyon Partners LLC
HOUSTON, Jan. 10, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that the Rowan Norway, an N-Class ultra-harsh environment jack-up rig, has been awarded a contract in Norway by ConocoPhillips Skandinavia AS ("COPSAS") for an estimated duration of seven months that is expected to commence in the second quarter of 2019. The contract award is subject to partner approval. Following the initial contract term, COPSAS has two options. The first option has an estimated duration of five months and the second an estimated duration of nine months. The Rowan Norway is currently under contract with Turkish Petroleum in the Mediterranean Sea until approximately late April 2019.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC". For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date, scope of work, and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, Jan. 2, 2019 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced that the Rowan Gorilla VI (a Super Gorilla class jack-up) has been extended by Shell in Trinidad. The rig will continue its current drilling program until approximately March of 2019. Thereafter, the Rowan Gorilla VI will be used for platform support and accommodations work until approximately September of 2019, with an option to extend this work further until November 2019.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date, scope of work, and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, Dec. 24, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced that the Ralph Coffman, a 240-C Class harsh environment jack-up rig, has been awarded a 180-day contract in Trinidad. The contract is expected to commence in April of 2019. The previously announced contract with CGX Resources in Guyana will follow in direct continuation of this program. The Ralph Coffman is currently under contract with GulfSlope Energy in the U.S. Gulf of Mexico through its current well, which is estimated to conclude in mid-January 2019.
Additionally, BP in Trinidad has exercised a two-well option with the Joe Douglas, a 240-C Class harsh environment jack-up rig, immediately following the current well. These exercised option wells are expected to last until approximately May 2019. The Joe Douglas has also received one more two-well option.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date, scope of work, and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, Dec. 18, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced that the Ralph Coffman, a 240-C Class harsh environment jack-up rig, has been awarded a one-well contract from CGX Resources in Guyana for an estimated duration of 60 days. The contract is expected to commence in the second quarter of 2019. The Ralph Coffman is currently under contract with GulfSlope Energy in the U.S. Gulf of Mexico through its current well, which is estimated to conclude mid-January 2019.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, Dec. 3, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that ExxonMobil has exercised the first two options for the Rowan Relentless, an R-Class ultra-deepwater drillship. The options will be used for operations in the US Gulf of Mexico and have an expected duration of 30 days each. The Rowan Relentless has been under contract since September 2018 to ExxonMobil, who has two remaining one-well options for the rig.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement dates of the options and duration of the contract. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, Nov. 21, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that the previously disclosed contract with Fieldwood Energy LLC (Fieldwood) for the Rowan Reliance will be transferred to the Rowan Resolute under the same contractual terms, which includes a one-year, firm term plus three 90-day options. The Company also announced that LLOG has elected to exercise its final option on the Rowan Resolute, which is expected to keep the rig with LLOG until February 2019. The Rowan Resolute is expected to commence operations for Fieldwood after a short contract preparation period immediately following the LLOG program. The Rowan Reliance will remain warm-stacked offshore Louisiana in the US Gulf of Mexico.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
LONDON, Nov. 20, 2018 /PRNewswire/ -- Rowan Companies plc (NYSE: RDC) ("Rowan") and Ensco plc (NYSE: ESV) ("Ensco") jointly announced today that they have received notice from the Department of Justice and the Federal Trade Commission granting early termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), with respect to the proposed combination previously announced on October 8, 2018 pursuant to which Rowan and Ensco will combine. Accordingly, the closing condition with respect to the expiration or termination of the waiting period under the HSR Act has been satisfied. Completion of the transaction remains subject to satisfaction or waiver of certain other conditions, including approval by the shareholders of both Rowan and Ensco along with other regulatory and court approvals.
About Rowan
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
About Ensco
Ensco plc (NYSE: ESV) brings energy to the world as a global provider of offshore drilling services to the petroleum industry. For more than 30 years, the company has focused on operating safely and going beyond customer expectations. Ensco is ranked first in total customer satisfaction in the latest independent survey by EnergyPoint Research – the eighth consecutive year that Ensco has earned this distinction. Operating one of the newest ultra-deepwater rig fleets and a leading premium jackup fleet, Ensco has a major presence in the most strategic offshore basins across six continents. Ensco 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.enscoplc.com.
Forward-Looking Statements
Statements included in this document regarding the proposed transaction between Ensco and Rowan, including closing conditions of the proposed transaction, 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 (the "Securities Act")). 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Important Additional Information Regarding the Transaction Will Be Filed with the SEC
In connection with the proposed transaction, Ensco and Rowan will file a definitive joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan's shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco's ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines, with Rowan's consent, to structure the transaction as an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Ensco will file a registration statement with the SEC containing a prospectus with respect to Ensco's ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH WILL INCLUDE AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco's website at www.enscoplc.com under the tab "Investors." Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan's website at www.rowan.com/investor-relations.
Participants in the Solicitation
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in Ensco's proxy statement relating to its 2018 General Meeting of Shareholders and Rowan's proxy statement relating to its 2018 General Meeting of Shareholders, as filed with the SEC on March 30, 2018 and April 3, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Service of Process
Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.
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SOURCE Rowan Companies plc
HOUSTON, Oct. 31, 2018 /PRNewswire/ -- For the quarter ended September 30, 2018, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) reported a net loss of $144.1 million, or $1.13 net loss per diluted share, compared to a net loss of $20.9 million, or $0.17 net loss per diluted share, in the third quarter of 2017.
Tom Burke, President and Chief Executive Officer, commented, "Our third quarter results reflect the current soft market conditions in the offshore drilling industry. However, we are seeing signs of improvement, with oil prices providing a supportive backdrop as customers plan their 2019 capital budgets. Among the anticipated industrial merits of our proposed combination with Ensco are cost savings for the combined company and an improvement in Rowan's position to benefit from an anticipated recovery in offshore drilling."
Rowan will conduct its earnings conference call on Wednesday, October 31, 2018, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (833) 241-4252, or internationally (647) 689-4203. The conference ID is 4883868. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, download and install any necessary software.
Rowan is a global provider of offshore contract drilling services to the oil and gas industry with a fleet of 25 mobile offshore drilling units, comprised of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, named ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that are contracted in the Arabian Gulf. Rowan's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements included in this document regarding the expectations, beliefs and future expected business, financial and operating performance and prospects of Rowan, commodity prices, market conditions, the capital budgets of customers, the proposed transaction, benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to discounted cash flows, revenue growth, future dividend levels, credit ratings or other attributes of the combined company following the completion of the transaction and other statements that are not historical facts, are forward-looking statements (including within the meaning of Section 21E of the Exchange Act, as amended, and Section 27A of the Securities Act). 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, oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; actions by regulatory authorities, rating agencies or other third parties, actions by the respective companies' security holders, costs and difficulties related to integration of Rowan and Ensco , delays, costs and difficulties related to the transaction, market conditions, and the combined company's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles ("GAAP") in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the tables entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
Important Additional Information Regarding the Transaction Will Be Filed With the SEC
In connection with the proposed transaction, Ensco and Rowan will file a joint proxy statement on Schedule 14A with the SEC. To the extent Ensco effects the proposed transaction as a court-sanctioned scheme of arrangement between Rowan and Rowan's shareholders under the UK Companies Act of 2006, as amended, the issuance of Ensco's ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines, with Rowan's consent, to structure the transaction as an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Ensco will file a registration statement with the SEC containing a prospectus with respect to Ensco's ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement and any registration statement/prospectus, as applicable, will be sent to security holders of Rowan in connection with Rowan's shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Rowan with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan's website at www.rowan.com/investor-relations.
Participants in the Solicitation
Rowan and its directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from its security holders with respect to the transaction. Information about these persons is set forth in Rowan's proxy statement relating to its 2018 General Meeting of Shareholders, as filed with the SEC on April 3, 2018 and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of Rowan's' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Service of Process
Rowan is incorporated under the laws of England and Wales. In addition, some officers and directors reside outside the United States, and some or all of its assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Rowan or its officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Rowan or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.
ROWAN COMPANIES PLC | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(In millions, except per share amounts) | |||||||||||||||
(Unaudited) | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
REVENUE | $ | 192.9 | $ | 291.6 | $ | 645.4 | $ | 986.1 | |||||||
COSTS AND EXPENSES: | |||||||||||||||
Direct operating costs (excluding items below) | 182.3 | 168.7 | 516.0 | 508.8 | |||||||||||
Depreciation and amortization | 99.0 | 103.4 | 294.3 | 304.0 | |||||||||||
Selling, general and administrative | 26.6 | 24.9 | 77.4 | 71.3 | |||||||||||
Loss on disposals of property and equipment | 1.5 | 2.8 | 5.0 | 9.3 | |||||||||||
Total costs and expenses | 309.4 | 299.8 | 892.7 | 893.4 | |||||||||||
Equity in earnings of unconsolidated subsidiary | 3.1 | — | 3.4 | — | |||||||||||
INCOME (LOSS) FROM OPERATIONS | (113.4) | (8.2) | (243.9) | 92.7 | |||||||||||
OTHER INCOME (EXPENSE): | |||||||||||||||
Interest expense | (39.2) | (38.5) | (116.6) | (117.0) | |||||||||||
Interest income | 8.0 | 3.7 | 22.6 | 8.9 | |||||||||||
Gain (loss) on extinguishment of debt | — | (0.5) | — | 1.7 | |||||||||||
Other - net | 4.0 | 0.8 | 10.6 | 3.7 | |||||||||||
Total other (expense) - net | (27.2) | (34.5) | (83.4) | (102.7) | |||||||||||
LOSS BEFORE INCOME TAXES | (140.6) | (42.7) | (327.3) | (10.0) | |||||||||||
Provision (benefit) for income taxes | 3.5 | (21.8) | 5.8 | 29.3 | |||||||||||
NET LOSS | $ | (144.1) | $ | (20.9) | $ | (333.1) | $ | (39.3) | |||||||
NET LOSS PER SHARE - DILUTED | $ | (1.13) | $ | (0.17) | $ | (2.63) | $ | (0.31) | |||||||
WEIGHTED AVERAGE SHARES - BASIC AND DILUTED | 127.1 | 126.2 | $ | 126.9 | $ | 126.1 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
September 30, | December 31, | ||||||
ASSETS | |||||||
CURRENT ASSETS: | |||||||
Cash and cash equivalents | $ | 1,032.4 | $ | 1,332.1 | |||
Receivables - trade and other | 281.5 | 212.8 | |||||
Prepaid expenses and other current assets | 31.4 | 15.5 | |||||
Total current assets | 1,345.3 | 1,560.4 | |||||
Property and equipment - net | 6,438.1 | 6,552.7 | |||||
Long-term note receivable from unconsolidated subsidiary | 269.0 | 270.2 | |||||
Investment in unconsolidated subsidiary | 34.3 | 30.9 | |||||
Other assets | 44.7 | 44.1 | |||||
$ | 8,131.4 | $ | 8,458.3 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
CURRENT LIABILITIES: | |||||||
Current portion of long-term debt | $ | 201.1 | $ | — | |||
Accounts payable - trade | 112.2 | 97.2 | |||||
Deferred revenue | 17.8 | 1.1 | |||||
Accrued liabilities | 122.2 | 159.1 | |||||
Total current liabilities | 453.3 | 257.4 | |||||
Long-term debt | 2,309.6 | 2,510.3 | |||||
Other liabilities | 268.6 | 293.6 | |||||
Deferred income taxes - net | 11.1 | 10.9 | |||||
Shareholders' equity | 5,088.8 | 5,386.1 | |||||
$ | 8,131.4 | $ | 8,458.3 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
Nine months ended September 30, | |||||||
2018 | 2017 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net loss | $ | (333.1) | $ | (39.3) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 294.3 | 304.0 | |||||
Equity in earnings of unconsolidated subsidiary | (3.4) | — | |||||
Deferred income taxes | (4.2) | 32.8 | |||||
Pension and other postretirement benefits (income) expense | (6.8) | 5.1 | |||||
Share-based compensation expense | 19.4 | 19.5 | |||||
Loss on disposals of property and equipment | 5.0 | 9.3 | |||||
Other | 10.7 | 1.8 | |||||
Net changes in current assets and liabilities | (68.2) | 46.7 | |||||
Other postretirement benefit claims paid | (1.2) | (2.0) | |||||
Contributions to pension plans | (20.1) | (23.9) | |||||
Deferred revenue | 7.8 | (70.0) | |||||
Net changes in other noncurrent assets and liabilities | (12.6) | (43.0) | |||||
Net cash provided by (used in) operating activities | (112.4) | 241.0 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Capital expenditures | (116.9) | (78.6) | |||||
Purchase of rigs | (70.8) | — | |||||
Investment in unconsolidated subsidiary | — | (25.0) | |||||
Repayments of note receivable from unconsolidated subsidiary | 2.3 | — | |||||
Proceeds from disposals of property and equipment | 8.1 | 1.5 | |||||
Net cash used in investing activities | (177.3) | (102.1) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Reductions of long-term debt | — | (170.0) | |||||
Debt issue costs | (6.1) | — | |||||
Shares repurchased for tax withholdings on vesting of restricted share units | (3.9) | (4.4) | |||||
Net cash used in financing activities | (10.0) | (174.4) | |||||
DECREASE IN CASH AND CASH EQUIVALENTS | (299.7) | (35.5) | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,332.1 | 1,255.5 | |||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 1,032.4 | $ | 1,220.0 |
ROWAN COMPANIES PLC | |||||||||||||||||||||||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||
Three months ended September 30, | |||||||||||||||||||||||||||
Deepwater | Jack-ups | ARO | Unallocated | Reportable | Eliminations | Consolidated | |||||||||||||||||||||
2018 | |||||||||||||||||||||||||||
Revenue | $ | 13.9 | $ | 170.0 | $ | 89.2 | $ | 9.0 | $ | 282.1 | $ | (89.2) | $ | 192.9 | |||||||||||||
Operating expenses: | |||||||||||||||||||||||||||
Direct operating costs (excluding items below) | 48.4 | 133.9 | 51.2 | — | 233.5 | (51.2) | 182.3 | ||||||||||||||||||||
Depreciation and amortization | 27.3 | 71.1 | 17.0 | 0.6 | 116.0 | (17.0) | 99.0 | ||||||||||||||||||||
Selling, general and administrative | — | — | 6.8 | 26.6 | 33.4 | (6.8) | 26.6 | ||||||||||||||||||||
Other operating items - (income) expense | — | 1.5 | (1.0) | — | 0.5 | 1.0 | 1.5 | ||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary | — | — | — | — | — | 3.1 | 3.1 | ||||||||||||||||||||
Income (loss) from operations | $ | (61.8) | $ | (36.5) | $ | 15.2 | $ | (18.2) | $ | (101.3) | $ | (12.1) | $ | (113.4) | |||||||||||||
2017 (1) | |||||||||||||||||||||||||||
Revenue | $ | 88.4 | $ | 203.2 | $ | — | $ | — | $ | 291.6 | $ | — | $ | 291.6 | |||||||||||||
Operating expenses: | |||||||||||||||||||||||||||
Direct operating costs (excluding items below) | 33.2 | 135.5 | — | — | 168.7 | — | 168.7 | ||||||||||||||||||||
Depreciation and amortization | 27.4 | 75.3 | — | 0.7 | 103.4 | — | 103.4 | ||||||||||||||||||||
Selling, general and administrative | — | — | — | 24.9 | 24.9 | — | 24.9 | ||||||||||||||||||||
Other operating items - expense | — | 2.7 | — | 0.1 | 2.8 | — | 2.8 | ||||||||||||||||||||
Income (loss) from operations | $ | 27.8 | $ | (10.3) | $ | — | $ | (25.7) | $ | (8.2) | $ | — | $ | (8.2) |
(1) ARO commenced operations October 17, 2017. |
ROWAN COMPANIES PLC | |||||||||||||||||||||||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||
Nine months ended September 30, | |||||||||||||||||||||||||||
Deepwater | Jack-ups | ARO | Unallocated | Reportable | Eliminations | Consolidated | |||||||||||||||||||||
2018 | |||||||||||||||||||||||||||
Revenue | $ | 131.8 | $ | 486.7 | $ | 218.3 | $ | 26.9 | $ | 863.7 | $ | (218.3) | $ | 645.4 | |||||||||||||
Operating expenses: | |||||||||||||||||||||||||||
Direct operating costs (excluding items below) | 118.2 | 397.8 | 120.5 | — | 636.5 | (120.5) | 516.0 | ||||||||||||||||||||
Depreciation and amortization | 81.2 | 211.3 | 50.4 | 1.8 | 344.7 | (50.4) | 294.3 | ||||||||||||||||||||
Selling, general and administrative | — | — | 20.0 | 77.4 | 97.4 | (20.0) | 77.4 | ||||||||||||||||||||
Other operating items - expense | — | 5.0 | — | — | 5.0 | — | 5.0 | ||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary | — | — | — | — | — | 3.4 | 3.4 | ||||||||||||||||||||
Income (loss) from operations | $ | (67.6) | $ | (127.4) | $ | 27.4 | $ | (52.3) | $ | (219.9) | $ | (24.0) | $ | (243.9) | |||||||||||||
2017 (1) | |||||||||||||||||||||||||||
Revenue | $ | 371.8 | $ | 614.3 | $ | — | $ | — | $ | 986.1 | $ | — | $ | 986.1 | |||||||||||||
Operating expenses: | |||||||||||||||||||||||||||
Direct operating costs (excluding items below) | 117.1 | 391.7 | — | — | 508.8 | — | 508.8 | ||||||||||||||||||||
Depreciation and amortization | 84.1 | 217.8 | — | 2.1 | 304.0 | — | 304.0 | ||||||||||||||||||||
Selling, general and administrative | — | — | — | 71.3 | 71.3 | — | 71.3 | ||||||||||||||||||||
Other operating items -expense | — | 9.3 | — | — | 9.3 | — | 9.3 | ||||||||||||||||||||
Income (loss) from operations | $ | 170.6 | $ | (4.5) | $ | — | $ | (73.4) | $ | 92.7 | $ | — | $ | 92.7 |
(1) ARO commenced operations October 17, 2017. |
ROWAN COMPANIES PLC | |||||||||||||||||||
SUPPLEMENTAL OPERATING INFORMATION | |||||||||||||||||||
(Unaudited) | |||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||
September 30, | June 30, | September 30, | September 30, | ||||||||||||||||
2018 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||
RIG DAYS (1) | |||||||||||||||||||
Deepwater: | |||||||||||||||||||
Revenue-producing (2) | 102 | 70 | 184 | 262 | 658 | ||||||||||||||
Available | 368 | 364 | 368 | 1,092 | 1,092 | ||||||||||||||
Jack-ups: | |||||||||||||||||||
Revenue-producing (3) (4) | 1,293 | 1,173 | 1,646 | 3,415 | 4,696 | ||||||||||||||
Available (3) | 1,748 | 1,729 | 2,115 | 5,187 | 6,279 | ||||||||||||||
Total: | |||||||||||||||||||
Revenue-producing (2) (3) (4) | 1,395 | 1,243 | 1,830 | 3,677 | 5,354 | ||||||||||||||
Available (3) | 2,116 | 2,093 | 2,483 | 6,279 | 7,371 | ||||||||||||||
UTILIZATION (1) | |||||||||||||||||||
Deepwater (2) | 28 | % | 19 | % | 50 | % | 24 | % | 60 | % | |||||||||
Jack-ups (3) | 74 | % | 68 | % | 78 | % | 66 | % | 75 | % | |||||||||
Total (2) (3) | 66 | % | 59 | % | 74 | % | 59 | % | 73 | % | |||||||||
AVERAGE DAY RATES (5) (in thousands) | |||||||||||||||||||
Deepwater (2) (6) | $ | 135.0 | $ | 929.0 | $ | 476.6 | $ | 497.9 | $ | 562.1 | |||||||||
Jack-ups (3) | $ | 115.9 | $ | 131.4 | $ | 122.1 | $ | 127.6 | $ | 129.1 | |||||||||
Total (2) (3) (6) | $ | 117.3 | $ | 176.3 | $ | 157.7 | $ | 154.0 | $ | 182.3 | |||||||||
REBILLABLES (7) (in millions) | |||||||||||||||||||
Deepwater | $ | 0.1 | $ | 0.8 | $ | 0.7 | $ | 1.3 | $ | 2.0 | |||||||||
Jack-ups (3) (8) | 18.3 | 11.6 | 1.9 | 46.7 | 7.4 | ||||||||||||||
Total (3) (8) | $ | 18.4 | $ | 12.4 | $ | 2.6 | $ | 48.0 | $ | 9.4 |
(1) Available rig days and utilization exclude cold-stacked days. For rigs leased to ARO, utilization includes the number of days on hire under Bareboat Charter to ARO divided by the number of available days (number of days available for hire under the Bareboat Charter lease to ARO). | |||||||||||||||||||
(2) Revenue-producing days for the three and nine months ended September 30, 2017 includes 92 days for the drillship Rowan Reliance. The drillship did not operate in the third quarter, but was available for Cobalt per the 2016 contract amendment. Revenue of $28.9 million ($315 thousand per day), previously deferred in 2016, was recognized during the three and nine months ended September 30, 2017 related to these 92 days for which the rig was available to Cobalt but not operating. | |||||||||||||||||||
(3) All revenue and performance metrics for the periods presented exclude the results from rigs owned by ARO beginning on October 17, 2017, the date the rigs were sold to ARO. | |||||||||||||||||||
(4) For rigs leased to ARO, revenue-producing days includes the number of days on hire under Bareboat Charter lease to ARO. | |||||||||||||||||||
(5) Average day rates exclude other revenue, which is revenue received for rebillables, secondment, transition services and other miscellaneous. Day rate revenue includes contractual rates, Bareboat Charter lease revenue from ARO and amounts received in lump sum, such as for rig mobilization, unconstrained demobilization or capital improvements, which are amortized over the expected recognition period of the contract. | |||||||||||||||||||
(6) For the three months ended June 30, 2018 and nine months ended September 30, 2018, revenue for this calculation includes $27.8 million related to the Anadarko early contract termination fee to which there are no associated revenue-producing days. | |||||||||||||||||||
(7) Rebillable operating costs equally offset with rebillable revenue. | |||||||||||||||||||
(8) Includes secondment revenue from ARO. |
ROWAN COMPANIES PLC | |||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | |||||||||||||||||
(In millions, except per share amounts) | |||||||||||||||||
(Unaudited) | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA): | |||||||||||||||||
GAAP NET LOSS | $ | (144.1) | $ | (20.9) | $ | (333.1) | $ | (39.3) | |||||||||
Depreciation and amortization | 99.0 | 103.4 | 294.3 | 304.0 | |||||||||||||
Equity in earnings of unconsolidated subsidiary | (3.1) | — | (3.4) | — | |||||||||||||
Interest (income) expense and other, net | 27.2 | 34.0 | 83.4 | 104.4 | |||||||||||||
Income tax expense (benefit) | 3.5 | (21.8) | 5.8 | 29.3 | |||||||||||||
(Gain) loss on extinguishment of debt | — | 0.5 | — | (1.7) | |||||||||||||
Loss on disposals of property and equipment | 1.5 | 2.8 | 5.0 | 9.3 | |||||||||||||
NON-GAAP ADJUSTED EBITDA | $ | (16.0) | $ | 98.0 | $ | 52.0 | $ | 406.0 | |||||||||
ARO DRILLING | |||||||
SUPPLEMENTAL FINANCIAL INFORMATION | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
September 30, 2018 | December 31, 2017 | ||||||
Current assets | $ | 205.8 | $ | 108.6 | |||
Non-current assets | 468.8 | 459.7 | |||||
Total assets | $ | 674.6 | $ | 568.3 | |||
Current liabilities | $ | 107.4 | $ | 29.2 | |||
Non-current liabilities | 566.3 | 545.1 | |||||
Total liabilities | $ | 673.7 | $ | 574.3 | |||
Three months ended | Nine months ended | ||||||
Revenue | $ | 89.2 | $ | 218.3 | |||
Direct operating costs (excluding items below) | 51.2 | 120.5 | |||||
Depreciation and amortization | 17.0 | 50.4 | |||||
Selling, general and administrative | 6.8 | 20.0 | |||||
Gain on disposals of property and equipment | (1.0) | — | |||||
Income from operations | 15.2 | 27.4 | |||||
Interest expense | (5.7) | (16.9) | |||||
Provision for income taxes | 3.2 | 3.6 | |||||
Net income | $ | 6.3 | $ | 6.9 | |||
Three months ended | Nine months ended | ||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA): | |||||||
GAAP NET INCOME | $ | 6.3 | $ | 6.9 | |||
Depreciation and amortization | 17.0 | 50.4 | |||||
Gain on disposals of property and equipment | (1.0) | — | |||||
Interest expense | 5.7 | 16.9 | |||||
Provision for income taxes | 3.2 | 3.6 | |||||
NON-GAAP ADJUSTED EBITDA | $ | 31.2 | $ | 77.8 |
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SOURCE Rowan Companies plc
HOUSTON, Oct. 29, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that the Rowan Reliance, an R-Class ultra-deepwater drillship, has been awarded a contract in the United States Gulf of Mexico by Fieldwood Energy LLC with a firm term of one year plus three 90-day options at then market rates. The contract is expected to commence the first quarter of 2019. The Rowan Reliance is currently warm stacked offshore Louisiana in the US Gulf of Mexico.
Tom Burke, Rowan's President and Chief Executive Officer, commented, "We are excited to continue our long-standing relationship with Fieldwood, a premier offshore operator, and look forward to a successful, long-term partnership with this major player in the Gulf of Mexico."
In addition, Cantium has extended its previously announced contract for the EXL III in the US Gulf of Mexico by three months. The firm term of this contract is now nine months followed by two six-month options with increasing day rates.
Finally, BP has extended its contract with the Joe Douglas in Trinidad by one well with an expected duration of 76 days. The extension includes one additional two-well option at then market rates.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, Oct. 22, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that the Rowan Stavanger, an N-Class ultra-harsh environment jack-up rig, has been awarded a contract in Norway by Equinor with a firm term of approximately five months plus options. The contract is expected to commence the third quarter of 2019. The Rowan Stavanger is currently on the Yme field for accommodations and platform support services for Repsol in Norway. In addition, Equinor and Rowan have also executed a Master Framework Agreement which facilitates future contracts.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
View original content:http://www.prnewswire.com/news-releases/rowan-stavanger-awarded-contract-by-equinor-300735031.html
SOURCE Rowan Companies plc
HOUSTON, Oct. 18, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of October 18, 2018. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in advance of earnings.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
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SOURCE Rowan Companies plc
HOUSTON, Oct. 11, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report financial results for the third quarter 2018 on Wednesday, October 31, 2018, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
(833) 241-4252 (U.S. and Canada)
(647) 689-4203 (International)
4883868 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
View original content:http://www.prnewswire.com/news-releases/rowan-schedules-3rd-quarter-2018-earnings-release-date-and-conference-call-300729893.html
SOURCE Rowan Companies plc
HOUSTON, Oct. 10, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that it has concluded the sale of two LeTourneau TARZAN Class jack-up rigs, the Scooter Yeargain and the Hank Boswell, to ARO Drilling. The net economic impact of this transaction was that Rowan received approximately $90 million in cash and $176 million in shareholder notes from ARO Drilling as consideration for the two rigs. In addition to Rowan's 50% equity stake in ARO Drilling, Rowan now has a total of $445 million of shareholder notes from ARO Drilling. By agreement of the parties, this transaction will be reflected to have occurred as of October 1, 2018, at which point the Scooter Yeargain and Hank Boswell each will be deemed to have commenced a new three-year contract with Saudi Aramco.
Rowan is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date and duration of the contracts. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
LONDON, Oct. 8, 2018 /PRNewswire/ -- Ensco plc (NYSE: ESV) and Rowan Companies plc (NYSE: RDC) jointly announced today that the companies have entered into a definitive transaction agreement under which Rowan will combine with Ensco in an all-stock transaction. The definitive transaction agreement was unanimously approved by each company's board of directors. The Saudi Aramco partner to the ARO Drilling joint venture has consented to the combination between Rowan and Ensco.
Under the terms of the transaction agreement, Rowan shareholders will receive 2.215 Ensco shares for each Rowan share. Upon closing, Ensco and Rowan shareholders will own approximately 60.5% and 39.5%, respectively, of the outstanding shares of the combined entity. There are no financing conditions for this transaction.
The combined company expects to realize annual pre-tax expense synergies of approximately $150 million, with more than 75% of targeted synergies expected to be realized within one year of closing. As a result, the transaction is projected to be accretive to cash flow per share in 2020 following an anticipated closing in the first half of 2019.
Rowan President and Chief Executive Officer Tom Burke, who will serve as President and Chief Executive Officer of the combined company, said, "We are excited to reach an agreement to combine our well-respected organizations, enabling both Rowan and Ensco shareholders to participate in the substantial value creation opportunities of a larger, more technologically-advanced and diverse offshore drilling company. By merging our high-quality rig fleets and infrastructure covering the world's most prolific offshore basins, we increase our scale while maintaining a shared focus on high-specification assets that will include ultra-deepwater drillships and versatile semisubmersibles, as well as harsh environment and modern jack-ups. Rowan shareholders also benefit from the addition of significant backlog and substantial scale in ultra-deepwater operations. The combined entity's talented workforce, unrivaled geographic and customer diversification, and solid financial position ideally position us to meet increasing customer demand for the most technologically-advanced drilling rigs as the offshore sector recovers."
Ensco President and Chief Executive Officer Carl Trowell, who will serve as Executive Chairman of the combined company, stated, "The combination of Ensco and Rowan will create an industry leader in offshore drilling across all water depths, with significant advantages to capitalize on future opportunities and better serve our customers. Ensco and Rowan share a common culture built around safety and operational excellence, innovation, technical expertise and customer satisfaction. Through this combination, Ensco shareholders will uniquely benefit from Rowan's strategic joint venture with Saudi Aramco, ARO Drilling, while all stakeholders will share in meaningful cost savings and even greater upside to improving market conditions as the industry recovery continues gaining momentum."
Combined Company Highlights and Strategic Fit
Creating a leading offshore rig fleet, with many of the industry's highest specification assets
Unparalleled geographic coverage
Servicing the broadest customer base, with continued emphasis on customer satisfaction
Technology focus to differentiate services and lower costs
Financial Highlights
The combined entity is expected to generate future revenue growth opportunities as it capitalizes on an expanded, high-quality fleet serving a larger customer base across a wider geographic footprint. Estimated annual expense savings of $150 million are expected to be realized primarily from corporate and regional overlaps, supply chain efficiencies as well as the standardization of systems, policies and procedures across the combined organization. Based on these anticipated annual savings, the planned combination is expected to be accretive to cash flow per share annually for the combined entity beginning in 2020.
The combined company's balance sheet is expected to have liquidity of approximately $3.9 billion, including $1.9 billion of cash and short-term investments3, providing the new entity with the financial flexibility to continue investing in the fleet and innovations aimed at improving drilling efficiencies. The combined company's credit profile will benefit from increased scale and significantly enhanced diversification across regions, rig types, customers and expertise due to the diverse makeup of its respective businesses. The total estimated revenue backlog for the combined company is approximately $2.7 billion3, excluding ARO Drilling's substantial backlog which is unconsolidated. Based on the closing price of each company's shares on 5 October 2018, the estimated enterprise value of the combined company is $12.0 billion.
Governance
Carl Trowell will become the combined company's Executive Chairman, Tom Burke will serve as President and Chief Executive Officer, and Jon Baksht will serve as Senior Vice President and Chief Financial Officer. The remaining executive management team for the combined company will be named at a later date and will comprise executives from both Ensco and Rowan. Effective upon closing, the combined company's board of directors will include Carl Trowell and Tom Burke, plus five additional members from Ensco's current board and four additional members from Rowan's current board.
The combined company will be domiciled in the United Kingdom, where both Ensco and Rowan are currently domiciled, and senior executive officers will be located in London and Houston.
Conditions and Timing
The transaction is subject to approval by the shareholders of Ensco and Rowan and regulatory authorities, as well as other customary closing conditions. In addition, the transaction will be subject to court approval pursuant to a UK court-sanctioned scheme of arrangement. The transaction is not subject to any financing conditions. Ensco and Rowan intend to file a joint proxy statement with the Securities and Exchange Commission as soon as possible. The companies anticipate that the transaction will close during the first half of 2019.
Advisors
Morgan Stanley & Co. LLC is 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. The financial advisor for Rowan is Goldman Sachs & Co. LLC and its legal advisors are Kirkland & Ellis LLP and Latham & Watkins LLP.
Conference Call/Webcast
Ensco and Rowan will conduct a conference call to discuss the proposed combination today at 7:30 a.m. CDT (8:30 a.m. EDT and 1:30 p.m. London time). The call will be webcast live at www.enscoplc.com and www.rowan.com. Alternatively, callers may dial 1-855-239-3215 within the United States or +1-412-542-4130 from outside the U.S. Please ask for the Ensco/Rowan conference call. It is recommended that participants call 20 minutes ahead of the scheduled start time. Callers may avoid delays by pre-registering to receive a dial-in number and PIN at http://dpregister.com/10125207.
Shortly before the conference call begins, slides will be posted under the investor relations sections of each company's website that will be referred to during the call. A webcast replay and transcript of the call will be available within 36 hours at www.enscoplc.com and www.rowan.com. A replay will also be available by phone for six days after the call by dialing 1-877-344-7529 within the United States or +1-412-317-0088 from outside the U.S. (conference ID 10125207).
About Ensco
Ensco plc (NYSE: ESV) brings energy to the world as a global provider of offshore drilling services to the petroleum industry. For more than 30 years, the company has focused on operating safely and going beyond customer expectations. Ensco is ranked first in total customer satisfaction in the latest independent survey by EnergyPoint Research – the eighth consecutive year that Ensco has earned this distinction. Operating one of the newest ultra-deepwater rig fleets and a leading premium jackup fleet, Ensco has a major presence in the most strategic offshore basins across six continents. Ensco 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 the company's website at www.enscoplc.com.
About Rowan
Rowan is a global provider of contract drilling services with a current fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the company, please visit www.rowan.com.
Forward-Looking Statements
Statements included in this document regarding the proposed transaction, benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction 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 (the "Securities Act")). 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 Ensco's financial results and performance following the completion of the transaction, satisfaction of closing conditions, 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, 2017 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, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Important Additional Information Regarding the Transaction Will Be Filed With the SEC
In connection with the proposed transaction, Ensco and Rowan will file a joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan's shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco's ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines to conduct an acquisition of Rowan pursuant to an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, it will file a registration statement with the SEC containing a prospectus with respect to Ensco's ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH WILL INCLUDE AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco's website at www.enscoplc.com under the tab "Investors." Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan's website at www.rowan.com/investor-relations.
Participants in the Solicitation
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in Ensco's proxy statement relating to its 2018 General Meeting of Shareholders and Rowan's proxy statement relating to its 2018 General Meeting of Shareholders, as filed with the SEC on March 30, 2018 and April 3, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Service of Process
Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.
1 Includes two drillships and one jack-up rig under construction. Excludes Rowan's 50% interest in ARO Drilling. Pro forma for Rowan's sale of the Hank Boswell and Scooter Yeargain to ARO Drilling expected to be completed prior to completion of the transaction. Excludes two rigs, Rowan California and Gorilla IV, earmarked for retirement.
2 Defined as drillships delivered in 2013 or later, equipped with dual BOP and 2.5 mm lbs. hookload derricks.
3 As of June 30, 2018 or most recent company filing.
View original content:http://www.prnewswire.com/news-releases/ensco-plc-and-rowan-companies-plc-agree-to-combine-creating-industry-leading-offshore-driller-300726730.html
SOURCE Rowan Companies plc
HOUSTON, Sept. 24, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that the Rowan Norway, an N-Class ultra-harsh environment jack-up rig, has been awarded a two-well contract in the Mediterranean Sea by Turkish Petroleum with an estimated duration 100-140 days. The contract is expected to commence in late 2018. The Rowan Norway is currently warm-stacked in the United Kingdom sector of the North Sea.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the effective commencement date and duration of the contract. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
View original content:http://www.prnewswire.com/news-releases/rowan-norway-awarded-contract-by-turkish-petroleum-300717367.html
SOURCE Rowan Companies plc
HOUSTON, Aug. 28, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that Tom Burke, President and Chief Executive Officer, is scheduled to present at the Barclays CEO Energy-Power Conference in New York City on Tuesday, September 4, 2018, beginning at 1:05 p.m. U.S. Eastern Time.
A live audio webcast of the presentation will be available in listen-only mode through Rowan's website at www.rowan.com. Please connect to our website at least 15 minutes prior to the scheduled start of the presentation to register, download and install any necessary audio software. Shortly after the live webcast, an archived version will be available on the website for approximately 30 days following the event.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
View original content:http://www.prnewswire.com/news-releases/rowan-to-present-at-barclays-ceo-energy-power-conference-300703712.html
SOURCE Rowan Companies plc
HOUSTON, Aug. 1, 2018 /PRNewswire/ -- For the quarter ended June 30, 2018, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) reported a net loss of $76.7 million, or $0.60 net loss per diluted share, compared to a net loss of $28.7 million, or $0.23 net loss per diluted share, in the second quarter of 2017.
Tom Burke, President and Chief Executive Officer, commented, "While overall market conditions for offshore drilling remain challenging, demand for rigs has improved year to date. Since the beginning of the second quarter 2018, Rowan has been awarded contracts for both drillships and jack-up rigs. Our recent drillship awards speak to our deepwater capabilities and asset quality. We also commenced operations on key work programs in the North Sea and Trinidad with our ultra-harsh environment jack-up rigs, where we believe we are well-positioned. Our confidence level in adding further backlog during the second half of 2018 for both our drillships and jack-ups continues to grow, based on tendering activity and improving market fundamentals. In the Middle East, our joint venture, ARO Drilling, continues to demonstrate the significant benefits of our partnership with Saudi Aramco, securing eleven new three year drilling contracts, of which two are for Rowan rigs to be sold to the joint venture later this year. Of the remaining nine, which we expect to lease to the joint venture, four are for rigs that were idle and not previously operating in Saudi Arabia and the remaining five are for rigs that are currently operating in Saudi Arabia and start their new contracts when their existing contracts conclude."
Rowan will conduct its earnings conference call on Wednesday, August 1, 2018, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (833) 241-4252, or internationally (647) 689-4203. The conference ID is 5579017. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, download and install any necessary software.
Rowan is a global provider of offshore contract drilling services to the oil and gas industry with a fleet of 27 mobile offshore drilling units, comprised of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, named ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that are contracted in the Arabian Gulf. Rowan's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles ("GAAP") in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the tables entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
ROWAN COMPANIES PLC | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(In millions, except per share amounts) | |||||||||||||||
(Unaudited) | |||||||||||||||
Three months ended June 30, |
Six months ended June 30, | ||||||||||||||
2018 |
2017 |
2018 |
2017 | ||||||||||||
REVENUE |
$ |
241.3 |
$ |
320.2 |
$ |
452.5 |
$ |
694.5 | |||||||
COSTS AND EXPENSES: |
|||||||||||||||
Direct operating costs (excluding items below) |
176.3 |
168.8 |
333.7 |
340.1 | |||||||||||
Depreciation and amortization |
97.4 |
101.5 |
195.3 |
200.6 | |||||||||||
Selling, general and administrative |
25.2 |
22.2 |
50.8 |
46.4 | |||||||||||
Loss on disposals of property and equipment |
2.2 |
3.1 |
3.5 |
6.5 | |||||||||||
Total costs and expenses |
301.1 |
295.6 |
583.3 |
593.6 | |||||||||||
Equity in earnings of unconsolidated subsidiary |
1.6 |
— |
0.3 |
— | |||||||||||
INCOME (LOSS) FROM OPERATIONS |
(58.2) |
24.6 |
(130.5) |
100.9 | |||||||||||
OTHER INCOME (EXPENSE): |
|||||||||||||||
Interest expense |
(38.9) |
(38.9) |
(77.4) |
(78.5) | |||||||||||
Interest income |
7.7 |
3.2 |
14.6 |
5.2 | |||||||||||
Gain on extinguishment of debt |
— |
2.4 |
— |
2.2 | |||||||||||
Other - net |
8.8 |
1.4 |
6.6 |
2.9 | |||||||||||
Total other (expense) - net |
(22.4) |
(31.9) |
(56.2) |
(68.2) | |||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
(80.6) |
(7.3) |
(186.7) |
32.7 | |||||||||||
Provision (benefit) for income taxes |
(3.9) |
21.4 |
2.3 |
51.1 | |||||||||||
NET LOSS |
$ |
(76.7) |
$ |
(28.7) |
$ |
(189.0) |
$ |
(18.4) | |||||||
NET LOSS PER SHARE - DILUTED |
$ |
(0.60) |
$ |
(0.23) |
$ |
(1.49) |
$ |
(0.15) | |||||||
WEIGHTED AVERAGE SHARES - BASIC AND DILUTED |
127.0 |
126.3 |
$ |
126.8 |
$ |
126.0 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
June 30, 2018 |
December 31, | ||||||
ASSETS |
|||||||
CURRENT ASSETS: |
|||||||
Cash and cash equivalents |
$ |
1,132.7 |
$ |
1,332.1 | |||
Receivables - trade and other |
238.1 |
212.8 | |||||
Prepaid expenses and other current assets |
15.1 |
15.5 | |||||
Total current assets |
1,385.9 |
1,560.4 | |||||
Property and equipment - net |
6,498.0 |
6,552.7 | |||||
Long-term note receivable from unconsolidated subsidiary |
269.6 |
270.2 | |||||
Investment in unconsolidated subsidiary |
31.2 |
30.9 | |||||
Other assets |
46.2 |
44.1 | |||||
$ |
8,230.9 |
$ |
8,458.3 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||
CURRENT LIABILITIES: |
|||||||
Accounts payable - trade |
$ |
89.5 |
$ |
97.2 | |||
Deferred revenue |
6.8 |
1.1 | |||||
Accrued liabilities |
131.3 |
159.1 | |||||
Total current liabilities |
227.6 |
257.4 | |||||
Long-term debt |
2,510.6 |
2,510.3 | |||||
Other liabilities |
251.9 |
293.6 | |||||
Deferred income taxes - net |
11.1 |
10.9 | |||||
Shareholders' equity |
5,229.7 |
5,386.1 | |||||
$ |
8,230.9 |
$ |
8,458.3 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
Six months ended June 30, | |||||||
2018 |
2017 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||
Net loss |
$ |
(189.0) |
$ |
(18.4) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|||||||
Depreciation and amortization |
195.3 |
200.6 | |||||
Equity in earnings of unconsolidated subsidiary |
(0.3) |
— | |||||
Deferred income taxes |
(4.4) |
36.4 | |||||
Provision for pension and other postretirement benefits |
(4.6) |
5.1 | |||||
Share-based compensation expense |
11.0 |
12.2 | |||||
Loss on disposals of property and equipment |
3.5 |
6.5 | |||||
Other |
6.5 |
1.4 | |||||
Net changes in current assets and liabilities |
(46.9) |
(26.5) | |||||
Other postretirement benefit claims paid |
(1.0) |
(1.8) | |||||
Contributions to pension plans |
(11.2) |
(12.0) | |||||
Deferred revenue |
5.4 |
(39.9) | |||||
Net changes in other noncurrent assets and liabilities |
(10.2) |
(25.1) | |||||
Net cash provided by (used in) operating activities |
(45.9) |
138.5 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||
Capital expenditures |
(76.9) |
(57.3) | |||||
Purchase of rigs |
(70.8) |
— | |||||
Investment in unconsolidated subsidiary |
— |
(25.0) | |||||
Repayments of note receivable from unconsolidated subsidiary |
1.7 |
— | |||||
Proceeds from disposals of property and equipment |
2.0 |
1.3 | |||||
Net cash used in investing activities |
(144.0) |
(81.0) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||
Reductions of long-term debt |
— |
(163.4) | |||||
Debt issue costs |
(6.0) |
— | |||||
Shares repurchased for tax withholdings on vesting of restricted share units |
(3.5) |
(4.4) | |||||
Net cash used in financing activities |
(9.5) |
(167.8) | |||||
DECREASE IN CASH AND CASH EQUIVALENTS |
(199.4) |
(110.3) | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
1,332.1 |
1,255.5 | |||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ |
1,132.7 |
$ |
1,145.2 |
ROWAN COMPANIES PLC | |||||||||||||||||||||||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||
Three months ended June 30, | |||||||||||||||||||||||||||
Deepwater |
Jack-ups |
ARO |
Unallocated |
Reportable |
Eliminations |
Consolidated | |||||||||||||||||||||
2018 |
|||||||||||||||||||||||||||
Revenue |
$ |
65.8 |
$ |
166.6 |
$ |
70.8 |
$ |
8.9 |
$ |
312.1 |
$ |
(70.8) |
$ |
241.3 | |||||||||||||
Operating expenses: |
|||||||||||||||||||||||||||
Direct operating costs (excluding items below) |
40.8 |
135.5 |
35.9 |
— |
212.2 |
(35.9) |
176.3 | ||||||||||||||||||||
Depreciation and amortization |
27.0 |
69.9 |
16.8 |
0.5 |
114.2 |
(16.8) |
97.4 | ||||||||||||||||||||
Selling, general and administrative |
— |
— |
6.8 |
25.2 |
32.0 |
(6.8) |
25.2 | ||||||||||||||||||||
Other operating items - expense |
— |
2.2 |
0.9 |
— |
3.1 |
(0.9) |
2.2 | ||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary |
— |
— |
— |
— |
— |
1.6 |
1.6 | ||||||||||||||||||||
Income (loss) from operations |
$ |
(2.0) |
$ |
(41.0) |
$ |
10.4 |
$ |
(16.8) |
$ |
(49.4) |
$ |
(8.8) |
$ |
(58.2) | |||||||||||||
2017 (1) |
|||||||||||||||||||||||||||
Revenue |
$ |
122.7 |
$ |
197.5 |
$ |
— |
$ |
— |
$ |
320.2 |
$ |
— |
$ |
320.2 | |||||||||||||
Operating expenses: |
|||||||||||||||||||||||||||
Direct operating costs (excluding items below) |
39.0 |
129.8 |
— |
— |
168.8 |
— |
168.8 | ||||||||||||||||||||
Depreciation and amortization |
28.4 |
72.4 |
— |
0.7 |
101.5 |
— |
101.5 | ||||||||||||||||||||
Selling, general and administrative |
— |
— |
— |
22.2 |
22.2 |
— |
22.2 | ||||||||||||||||||||
Other operating items - (income) expense |
— |
3.2 |
— |
(0.1) |
3.1 |
— |
3.1 | ||||||||||||||||||||
Income (loss) from operations |
$ |
55.3 |
$ |
(7.9) |
$ |
— |
$ |
(22.8) |
$ |
24.6 |
$ |
— |
$ |
24.6 |
(1) ARO commenced operations October 17, 2017. |
ROWAN COMPANIES PLC | |||||||||||||||||||||||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||
Six months ended June 30, | |||||||||||||||||||||||||||
Deepwater |
Jack-ups |
ARO |
Unallocated |
Reportable |
Eliminations |
Consolidated | |||||||||||||||||||||
2018 |
|||||||||||||||||||||||||||
Revenue |
$ |
117.9 |
$ |
316.7 |
$ |
129.1 |
$ |
17.9 |
$ |
581.6 |
$ |
(129.1) |
$ |
452.5 | |||||||||||||
Operating expenses: |
|||||||||||||||||||||||||||
Direct operating costs (excluding items below) |
69.8 |
263.9 |
69.3 |
— |
403.0 |
(69.3) |
333.7 | ||||||||||||||||||||
Depreciation and amortization |
53.9 |
140.2 |
33.4 |
1.2 |
228.7 |
(33.4) |
195.3 | ||||||||||||||||||||
Selling, general and administrative |
— |
— |
13.2 |
50.8 |
64.0 |
(13.2) |
50.8 | ||||||||||||||||||||
Other operating items - expense |
— |
3.5 |
1.0 |
— |
4.5 |
(1.0) |
3.5 | ||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary |
— |
— |
— |
— |
— |
0.3 |
0.3 | ||||||||||||||||||||
Income (loss) from operations |
$ |
(5.8) |
$ |
(90.9) |
$ |
12.2 |
$ |
(34.1) |
$ |
(118.6) |
$ |
(11.9) |
$ |
(130.5) | |||||||||||||
2017 (1) |
|||||||||||||||||||||||||||
Revenue |
$ |
283.4 |
$ |
411.1 |
$ |
— |
$ |
— |
$ |
694.5 |
$ |
— |
$ |
694.5 | |||||||||||||
Operating expenses: |
|||||||||||||||||||||||||||
Direct operating costs (excluding items below) |
83.9 |
256.2 |
— |
— |
340.1 |
— |
340.1 | ||||||||||||||||||||
Depreciation and amortization |
56.7 |
142.5 |
— |
1.4 |
200.6 |
— |
200.6 | ||||||||||||||||||||
Selling, general and administrative |
— |
— |
— |
46.4 |
46.4 |
— |
46.4 | ||||||||||||||||||||
Other operating items - (income) expense |
— |
6.6 |
— |
(0.1) |
6.5 |
— |
6.5 | ||||||||||||||||||||
Income (loss) from operations |
$ |
142.8 |
$ |
5.8 |
$ |
— |
$ |
(47.7) |
$ |
100.9 |
$ |
— |
$ |
100.9 |
(1) ARO commenced operations October 17, 2017. |
ROWAN COMPANIES PLC | |||||||||||||||||||
SUPPLEMENTAL OPERATING INFORMATION | |||||||||||||||||||
(Unaudited) | |||||||||||||||||||
Three months ended |
Six months ended | ||||||||||||||||||
June 30, |
March 31, |
June 30, |
June 30, | ||||||||||||||||
2018 |
2018 |
2017 |
2018 |
2017 | |||||||||||||||
RIG DAYS (1) |
|||||||||||||||||||
Deepwater: |
|||||||||||||||||||
Revenue-producing |
70 |
90 |
204 |
160 |
474 |
||||||||||||||
Available |
364 |
360 |
364 |
724 |
724 |
||||||||||||||
Jack-ups: |
|||||||||||||||||||
Revenue-producing (2) |
1,173 |
949 |
1,503 |
2,122 |
3,050 |
||||||||||||||
Available (2) |
1,729 |
1,710 |
2,093 |
3,439 |
4,164 |
||||||||||||||
Total: |
|||||||||||||||||||
Revenue-producing (2) |
1,243 |
1,039 |
1,707 |
2,282 |
3,524 |
||||||||||||||
Available (2) |
2,093 |
2,070 |
2,457 |
4,163 |
4,888 |
||||||||||||||
UTILIZATION (1) |
|||||||||||||||||||
Deepwater |
19 |
% |
25 |
% |
56 |
% |
22 |
% |
65 |
% | |||||||||
Jack-ups (2) |
68 |
% |
56 |
% |
72 |
% |
62 |
% |
73 |
% | |||||||||
Total (2) |
59 |
% |
50 |
% |
69 |
% |
55 |
% |
72 |
% | |||||||||
AVERAGE DAY RATES (3) (in thousands) |
|||||||||||||||||||
Deepwater (4) |
$ |
929.0 |
$ |
574.6 |
$ |
599.6 |
$ |
729.6 |
$ |
595.3 |
|||||||||
Jack-ups (2) |
$ |
131.4 |
$ |
138.9 |
$ |
129.9 |
$ |
134.8 |
$ |
132.8 |
|||||||||
Total (2) (4) |
$ |
176.3 |
$ |
176.7 |
$ |
186.0 |
$ |
176.5 |
$ |
195.0 |
|||||||||
REBILLABLES (5) (in millions) |
|||||||||||||||||||
Deepwater |
$ |
0.8 |
$ |
0.4 |
$ |
0.5 |
$ |
1.2 |
$ |
1.3 |
|||||||||
Jack-ups (2) (6) |
11.6 |
16.8 |
2.1 |
28.4 |
5.5 |
||||||||||||||
Total (2) (6) |
$ |
12.4 |
$ |
17.2 |
$ |
2.6 |
$ |
29.6 |
$ |
6.8 |
(1) |
Available rig days and utilization exclude cold-stacked days. | ||||||||||||||||||
(2) |
All revenue and performance metrics exclude the results from rigs owned by ARO beginning on October 17, 2017, the date the rigs were sold to ARO. | ||||||||||||||||||
(3) |
Average day rates exclude other revenue, which is revenue received for rebillables, secondment, transition services and other miscellaneous. | ||||||||||||||||||
(4) |
For the three and six months ended June 30, 2018, revenue for this calculation includes $27.8 million related to the Anadarko early contract termination fee to which there are no associated revenue-producing days. | ||||||||||||||||||
(5) |
Rebillable operating costs equally offset with rebillable revenue. | ||||||||||||||||||
(6) |
Includes secondment revenue from ARO. |
ROWAN COMPANIES PLC | |||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | |||||||||||||||||
(In millions, except per share amounts) | |||||||||||||||||
(Unaudited) | |||||||||||||||||
Three months ended |
Six months ended | ||||||||||||||||
June 30, |
June 30, | ||||||||||||||||
2018 |
2017 |
2018 |
2017 | ||||||||||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA): |
|||||||||||||||||
GAAP NET LOSS |
$ |
(76.7) |
$ |
(28.7) |
$ |
(189.0) |
$ |
(18.4) |
|||||||||
Depreciation and amortization |
97.4 |
101.5 |
195.3 |
200.6 |
|||||||||||||
Equity in earnings of unconsolidated subsidiary |
(1.6) |
— |
(0.3) |
— |
|||||||||||||
Interest (income) expense and other, net |
22.4 |
34.3 |
56.2 |
70.4 |
|||||||||||||
Income tax expense (benefit) |
(3.9) |
21.4 |
2.3 |
51.1 |
|||||||||||||
Gain on extinguishment of debt |
— |
(2.4) |
— |
(2.2) |
|||||||||||||
Loss on disposals of property and equipment |
2.2 |
3.1 |
3.5 |
6.5 |
|||||||||||||
NON-GAAP ADJUSTED EBITDA |
$ |
39.8 |
$ |
129.2 |
$ |
68.0 |
$ |
308.0 |
|||||||||
ARO DRILLING | |||||||
SUPPLEMENTAL FINANCIAL INFORMATION | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
June 30, 2018 |
December 31, | ||||||
Current assets |
$ |
139.1 |
$ |
108.6 |
|||
Non-current assets |
447.9 |
459.7 |
|||||
Total assets |
$ |
587.0 |
$ |
568.3 |
|||
Current liabilities |
$ |
49.8 |
$ |
29.2 |
|||
Non-current liabilities |
542.6 |
545.1 |
|||||
Total liabilities |
$ |
592.4 |
$ |
574.3 |
|||
Three months ended |
Six months ended | ||||||
Revenue |
$ |
70.8 |
129.1 |
||||
Direct operating costs (excluding items below) |
35.9 |
69.3 |
|||||
Depreciation and amortization |
16.8 |
33.4 |
|||||
Selling, general and administrative |
6.8 |
13.2 |
|||||
Loss on disposals of property and equipment |
0.9 |
1.0 |
|||||
Income from operations |
10.4 |
12.2 |
|||||
Interest expense |
(5.6) |
(11.2) |
|||||
Provision for income taxes |
1.6 |
0.4 |
|||||
Net income |
$ |
3.2 |
$ |
0.6 |
|||
Three months ended |
Six months ended | ||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA): |
|||||||
GAAP NET INCOME |
$ |
3.2 |
0.6 |
||||
Depreciation and amortization |
16.8 |
33.4 |
|||||
Loss on disposals of property and equipment |
0.9 |
1.0 |
|||||
Interest expense |
5.6 |
11.2 |
|||||
Provision for income taxes |
1.6 |
0.4 |
|||||
NON-GAAP ADJUSTED EBITDA |
$ |
28.1 |
$ |
46.6 |
View original content:http://www.prnewswire.com/news-releases/rowan-reports-second-quarter-2018-results-300689795.html
SOURCE Rowan Companies plc
HOUSTON, July 31, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that ARO Drilling was awarded six three-year contracts by Saudi Aramco for Rowan jack-up rigs currently operating in Saudi Arabia. These new contracts will commence upon completion of the rigs' existing contracts later this year.
Tom Burke, President and Chief Executive Officer, commented, "Our partnership with Saudi Aramco in ARO Drilling and our operational track record in the Middle East have paved the way for this award of eighteen years of jack-up backlog. We believe these six three-year contract awards, and the five three-year contracts awarded earlier this year, continue to demonstrate the value ARO Drilling will create over the coming years."
The Rowan Middletown, Charles Rowan, and Arch Rowan are expected to be leased to ARO Drilling in September, and the Rowan Mississippi is expected to be leased to ARO Drilling in December to fulfill these new drilling contracts. The Scooter Yeargain and Hank Boswell, which as previously announced will be sold to ARO Drilling in October, will immediately commence their new drilling contracts upon the rig ownership transfer to the joint venture.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the terms and conditions of the contracts between ARO Drilling and Saudi Aramco, the contribution of any jack-up rigs by Rowan into ARO Drilling or the lease of any jack-up rigs by Rowan into ARO Drilling. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
View original content:http://www.prnewswire.com/news-releases/aro-drilling-awarded-six-three-year-drilling-contracts-from-saudi-aramco-for-rowan-jack-ups-300689535.html
SOURCE Rowan Companies plc
HOUSTON, July 6, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report financial results for the second quarter 2018 on Wednesday, August 1, 2018, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
(833) 241-4252 (U.S. and Canada)
(647) 689-4203 (International)
5579017 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
View original content:http://www.prnewswire.com/news-releases/rowan-schedules-2nd-quarter-2018-earnings-release-date-and-conference-call-300676829.html
SOURCE Rowan Companies plc
HOUSTON, June 7, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that the Rowan Relentless, one of its R-Class drillships, has been awarded a contract by ExxonMobil to drill a prospect in the US Gulf of Mexico. The contract is expected to commence in September 2018 and last for 80 days, followed by four one-well, priced options.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
View original content:http://www.prnewswire.com/news-releases/rowan-awarded-drillship-contract-by-exxonmobil-300662009.html
SOURCE Rowan Companies plc
HOUSTON, May 24, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that the Company has adjourned its 2018 annual general meeting of shareholders scheduled for and convened on Thursday, May 24, 2018 at 9:00 a.m. London time (the "2018 AGM"). The Company will reconvene the 2018 AGM on Friday, May 25, 2018 at 8:00 a.m. London time at The Connaught, Carlos Place, Mayfair, London, W1K 2AL, United Kingdom.
On Wednesday, May 23, 2018, the Company became aware that certain holders of the Company's class A ordinary shares (the "Shareholders") believed that voting deadline for the 2018 AGM extended past Tuesday, May 22, 2018. The purpose of the adjournment is to provide additional time for Shareholders to vote on each of the proposals set forth in the Company's definitive proxy statement, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 3, 2018 (the "2018 Proxy Statement").
The Company will continue to solicit proxies from Shareholders with respect to the 2018 Proxy Statement and will accept any proxies received from Shareholders until 11:59 p.m. New York time on Thursday, May 24, 2018. Only Shareholders of record on March 28, 2018 are entitled to and are being requested to vote, as more fully described in the 2018 Proxy Statement. No further action is required by any Shareholder who has previously submitted his or her proxy card.
The Company has not made any changes to the proposals to be voted upon by Shareholders at the 2018 AGM. The 2018 Proxy Statement and other materials that the Company has filed with the SEC remain unchanged and can be obtained free of charge at the SEC's website, www.sec.gov.
The Company encourages all Shareholders who have not yet voted their shares to do so by 11:59 p.m. New York time on Thursday, May 24, 2018.
The board of directors of the Company has recommended that Shareholders vote FOR each of the proposals set forth in the 2018 Proxy Statement.
Important Information
This material may be deemed to be solicitation material in respect of the solicitation of proxies from Shareholders in connection with the 2018 AGM. The Company has filed with the SEC and mailed to Shareholders the 2018 Proxy Statement in connection with the 2018 AGM and advises Shareholders to read the 2018 Proxy Statement and any and all supplements and amendments thereto because they contain important information. Shareholders may obtain a free copy of the 2018 Proxy Statement and other documents filed by the Company with the SEC at www.sec.gov.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, named ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf.
The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the date on which the Company will re-convene the 2018 AGM. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the SEC. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
View original content:http://www.prnewswire.com/news-releases/rowan-announces-adjournment-of-2018-annual-general-meeting-until-may-25-2018-300654183.html
SOURCE Rowan Companies plc
HOUSTON, May 22, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that it has amended the agreement governing its existing revolving credit facility and entered into a new agreement providing for an additional senior unsecured revolving credit facility. The facilities will provide for initial total borrowing capacity of approximately $1.266 billion, further enhancing Rowan's financial flexibility.
The new five-year facility will provide borrowing capacity of $955 million. Rowan will continue to have access to its existing credit facility, which has been amended to provide for availability of approximately $311 million, with step-downs to occur over the next two years. Maturity of the existing credit facility is unchanged at January 2021, while the new credit facility will mature in May 2023. The new facility includes additional guarantees from certain Rowan entities and includes certain additional restrictions on Rowan and its subsidiaries.
Rowan's Executive Vice President and Chief Financial Officer, Stephen Butz commented, "We are grateful to our banking group for the confidence they have shown in Rowan and for their strong support throughout this process. We remain committed to maintaining an attractive credit profile and a solid balance sheet and are pleased with these agreements, which will further enhance the Company's already strong liquidity position providing additional liquidity on an unsecured basis into mid-2023."
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, named ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf.
The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Company's liquidity or financial performance. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
View original content:http://www.prnewswire.com/news-releases/rowan-extends-liquidity-runway-by-entering-into-new-unsecured-five-year-credit-facility-300653140.html
SOURCE Rowan Companies plc
HOUSTON, May 1, 2018 /PRNewswire/ -- For the quarter ended March 31, 2018, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) reported a net loss of $112.3 million, or $0.89 net loss per diluted share, compared to net income of $10.3 million, or $0.07 net income per diluted share, in the first quarter of 2017.
Tom Burke, President and Chief Executive Officer, commented, "Recent jack-up awards for the ARO Drilling fleet in the Middle East and Rowan rigs in the North Sea demonstrate improvements within key shallow water markets. The clear long-term benefit of Rowan's partnership in ARO Drilling is supported by the pending addition of four incremental jack-ups to the ARO Drilling fleet, owned 100% by Rowan. Backlog additions for our ultra-harsh heavy duty units reflect the somewhat healthier dynamics within the North Sea region, which we believe will continue to lead the recovery in the shallow water. Lastly, we added backlog to one of our top-tier deepwater assets, and have increasing confidence that further backlog additions for our deepwater fleet should materialize as 2018 unfolds. Though the environment remains challenging, we continue to execute operationally, focus on financial discipline, and aggressively pursue contracting opportunities."
Rowan will conduct its earnings conference call on Tuesday, May 1, 2018, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (833) 241-4252, or internationally (647) 689-4203. The conference ID is 2585558. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, download and install any necessary software.
Rowan is a global provider of offshore contract drilling services to the oil and gas industry with a fleet of 27 mobile offshore drilling units, comprised of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, named ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that are contracted in the Arabian Gulf.
Rowan's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles ("GAAP") in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the tables entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||
(In millions, except per share amounts) | |||||||
(Unaudited) | |||||||
Three months ended March 31, | |||||||
2018 |
2017 | ||||||
(As adjusted) |
|||||||
REVENUE |
$ |
211.2 |
$ |
374.3 |
|||
COSTS AND EXPENSES: |
|||||||
Direct operating costs (excluding items below) |
157.4 |
171.3 |
|||||
Depreciation and amortization |
97.9 |
99.1 |
|||||
Selling, general and administrative |
25.6 |
24.2 |
|||||
Loss on disposals of property and equipment |
1.3 |
3.4 |
|||||
Total costs and expenses |
282.2 |
298.0 |
|||||
Equity in losses of unconsolidated subsidiary |
(1.3) |
— |
|||||
INCOME (LOSS) FROM OPERATIONS |
(72.3) |
76.3 |
|||||
OTHER INCOME (EXPENSE): |
|||||||
Interest expense |
(38.5) |
(39.6) |
|||||
Interest income |
6.9 |
2.0 |
|||||
Loss on extinguishment of debt |
— |
(0.2) |
|||||
Other - net |
(2.2) |
1.5 |
|||||
Total other (expense) - net |
(33.8) |
(36.3) |
|||||
INCOME (LOSS) BEFORE INCOME TAXES |
(106.1) |
40.0 |
|||||
Provision for income taxes |
6.2 |
29.7 |
|||||
NET INCOME (LOSS) |
$ |
(112.3) |
$ |
10.3 |
|||
NET INCOME (LOSS) PER SHARE - DILUTED |
$ |
(0.89) |
$ |
0.07 |
|||
WEIGHTED AVERAGE SHARES - BASIC |
126.5 |
125.7 |
|||||
WEIGHTED AVERAGE SHARES - DILUTED |
126.5 |
127.4 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
March 31, 2018 |
December 31, | ||||||
ASSETS |
|||||||
CURRENT ASSETS: |
|||||||
Cash and cash equivalents |
$ |
1,214.1 |
$ |
1,332.1 |
|||
Receivables - trade and other |
202.8 |
212.8 |
|||||
Prepaid expenses and other current assets |
15.3 |
15.5 |
|||||
Total current assets |
1,432.2 |
1,560.4 |
|||||
Property and equipment - net |
6,554.0 |
6,552.7 |
|||||
Long-term note receivable from unconsolidated subsidiary |
270.0 |
270.2 |
|||||
Investment in unconsolidated subsidiary |
29.6 |
30.9 |
|||||
Other assets |
42.2 |
44.1 |
|||||
$ |
8,328.0 |
$ |
8,458.3 |
||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||
CURRENT LIABILITIES: |
|||||||
Accounts payable - trade |
$ |
93.4 |
$ |
97.2 |
|||
Deferred revenue |
4.4 |
1.1 |
|||||
Accrued liabilities |
139.7 |
159.1 |
|||||
Total current liabilities |
237.5 |
257.4 |
|||||
Long-term debt |
2,510.5 |
2,510.3 |
|||||
Other liabilities |
286.0 |
293.6 |
|||||
Deferred income taxes - net |
10.8 |
10.9 |
|||||
Shareholders' equity |
5,283.2 |
5,386.1 |
|||||
$ |
8,328.0 |
$ |
8,458.3 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
Three months ended March 31, | |||||||
2018 |
2017 | ||||||
(As adjusted) | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||
Net income (loss) |
$ |
(112.3) |
$ |
10.3 |
|||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|||||||
Depreciation and amortization |
97.9 |
99.1 |
|||||
Equity in losses of unconsolidated subsidiary |
1.3 |
— |
|||||
Deferred income taxes |
0.1 |
16.8 |
|||||
Provision for pension and other postretirement benefits |
3.2 |
2.5 |
|||||
Cash loss on extinguishment of debt |
— |
0.3 |
|||||
Share-based compensation expense |
4.3 |
6.8 |
|||||
Loss on disposals of property and equipment |
1.3 |
3.4 |
|||||
Other |
6.0 |
0.2 |
|||||
Net changes in current assets and liabilities |
(2.4) |
(34.8) |
|||||
Other postretirement benefit claims paid |
(0.5) |
(0.9) |
|||||
Contributions to pension plans |
(5.6) |
(5.9) |
|||||
Deferred revenue |
3.0 |
(6.3) |
|||||
Net changes in other noncurrent assets and liabilities |
(7.4) |
(9.7) |
|||||
Net cash provided by (used in) operating activities |
(11.1) |
81.8 |
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||
Capital expenditures |
(35.4) |
(30.9) |
|||||
Purchase of rigs |
(70.8) |
— |
|||||
Repayments of note receivable from unconsolidated subsidiary |
1.3 |
— |
|||||
Proceeds from disposals of property and equipment |
1.3 |
0.1 |
|||||
Net cash used in investing activities |
(103.6) |
(30.8) |
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||
Reductions of long-term debt |
— |
(128.0) |
|||||
Shares repurchased for tax withholdings on vesting of restricted share units |
(3.3) |
(5.3) |
|||||
Net cash used in financing activities |
(3.3) |
(133.3) |
|||||
DECREASE IN CASH AND CASH EQUIVALENTS |
(118.0) |
(82.3) |
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
1,332.1 |
1,255.5 |
|||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ |
1,214.1 |
$ |
1,173.2 |
ROWAN COMPANIES PLC | |||||||||||||||||||||||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||||||||
Deepwater |
Jack-ups |
ARO |
Unallocated |
Reportable |
Eliminations |
Consolidated | |||||||||||||||||||||
2018 |
|||||||||||||||||||||||||||
Revenue |
$ |
52.1 |
$ |
150.1 |
$ |
58.3 |
$ |
9.0 |
$ |
269.5 |
$ |
(58.3) |
$ |
211.2 |
|||||||||||||
Operating expenses: |
|||||||||||||||||||||||||||
Direct operating costs (excluding items below) |
29.0 |
128.4 |
33.4 |
— |
190.8 |
(33.4) |
157.4 |
||||||||||||||||||||
Depreciation and amortization |
26.9 |
70.3 |
16.6 |
0.7 |
114.5 |
(16.6) |
97.9 |
||||||||||||||||||||
Selling, general and administrative |
— |
— |
6.4 |
25.6 |
32.0 |
(6.4) |
25.6 |
||||||||||||||||||||
Other operating items - expense |
— |
1.3 |
0.1 |
— |
1.4 |
(0.1) |
1.3 |
||||||||||||||||||||
Equity in losses of unconsolidated subsidiary |
— |
— |
— |
— |
— |
(1.3) |
(1.3) |
||||||||||||||||||||
Income (loss) from operations |
$ |
(3.8) |
$ |
(49.9) |
$ |
1.8 |
$ |
(17.3) |
$ |
(69.2) |
$ |
(3.1) |
$ |
(72.3) |
|||||||||||||
2017 (1) |
|||||||||||||||||||||||||||
(As adjusted) | |||||||||||||||||||||||||||
Revenue |
$ |
160.7 |
$ |
213.6 |
$ |
— |
$ |
— |
$ |
374.3 |
$ |
— |
$ |
374.3 |
|||||||||||||
Operating expenses: |
|||||||||||||||||||||||||||
Direct operating costs (excluding items below) |
44.9 |
126.4 |
— |
— |
171.3 |
— |
171.3 |
||||||||||||||||||||
Depreciation and amortization |
28.3 |
70.1 |
— |
0.7 |
99.1 |
— |
99.1 |
||||||||||||||||||||
Selling, general and administrative |
— |
— |
— |
24.2 |
24.2 |
— |
24.2 |
||||||||||||||||||||
Other operating items - expense |
— |
3.4 |
— |
— |
3.4 |
— |
3.4 |
||||||||||||||||||||
Income (loss) from operations |
$ |
87.5 |
$ |
13.7 |
$ |
— |
$ |
(24.9) |
$ |
76.3 |
$ |
— |
$ |
76.3 |
(1) ARO commenced operations October 17, 2017. |
ARO DRILLING | |||||||
SUPPLEMENTAL FINANCIAL INFORMATION | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
March 31, 2018 |
December 31, 2017 | ||||||
Current assets |
$ |
121.0 |
$ |
108.6 |
|||
Non-current assets |
456.5 |
459.7 |
|||||
Total assets |
$ |
577.5 |
$ |
568.3 |
|||
Current liabilities |
$ |
43.4 |
$ |
29.2 |
|||
Non-current liabilities |
542.7 |
545.1 |
|||||
Total liabilities |
$ |
586.1 |
$ |
574.3 |
Three months ended | |||
Revenue |
$ |
58.3 |
|
Direct operating costs (excluding items below) |
33.4 |
||
Depreciation and amortization |
16.6 |
||
Selling, general and administrative |
6.4 |
||
Loss on disposals of property and equipment |
0.1 |
||
Income from operations |
1.8 |
||
Interest expense |
(5.6) |
||
Benefit for income taxes |
(1.2) |
||
Net Loss |
$ |
(2.6) |
|
Three months ended | |||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA): |
|||
GAAP NET LOSS |
$ |
(2.6) |
|
Depreciation and amortization |
16.6 |
||
Loss on disposals of property and equipment |
0.1 |
||
Interest expense |
5.6 |
||
Benefit for income taxes |
(1.2) |
||
NON-GAAP ADJUSTED EBITDA |
$ |
18.5 |
ROWAN COMPANIES PLC | |||||||||||
SUPPLEMENTAL OPERATING INFORMATION | |||||||||||
(Unaudited) | |||||||||||
Three months ended | |||||||||||
March 31, |
December 31, |
March 31, | |||||||||
2018 |
2017 |
2017 | |||||||||
RIG DAYS (1) |
|||||||||||
Deepwater: |
|||||||||||
Revenue-producing (2) |
90 |
125 |
270 |
||||||||
Available |
360 |
368 |
360 |
||||||||
Jack-ups: |
|||||||||||
Revenue-producing (3) |
949 |
1,448 |
1,547 |
||||||||
Available (3) |
1,710 |
1,883 |
2,071 |
||||||||
Total: |
|||||||||||
Revenue-producing (2) (3) |
1,039 |
1,573 |
1,817 |
||||||||
Available (3) |
2,070 |
2,251 |
2,431 |
||||||||
UTILIZATION (1) |
|||||||||||
Deepwater (2) |
25 |
% |
34 |
% |
75 |
% | |||||
Jack-ups (3) |
56 |
% |
77 |
% |
75 |
% | |||||
Total (2) (3) |
50 |
% |
70 |
% |
75 |
% | |||||
AVERAGE DAY RATES (4) (in thousands) |
|||||||||||
Deepwater (2) |
$ |
574.6 |
$ |
767.1 |
$ |
592.1 |
|||||
Jack-ups (3) |
$ |
138.9 |
$ |
123.3 |
$ |
135.7 |
|||||
Total (2) (3) |
$ |
176.7 |
$ |
174.5 |
$ |
203.5 |
|||||
REBILLABLES (5) (in millions) |
|||||||||||
Deepwater |
$ |
0.4 |
$ |
0.2 |
$ |
0.8 |
|||||
Jack-ups (3) (6) |
16.8 |
13.8 |
3.4 |
||||||||
Total (3) (6) |
$ |
17.2 |
$ |
14.0 |
$ |
4.2 |
(1) Available rig days and utilization exclude cold-stacked days. | |||||||||||
(2) Revenue-producing days for the three months ended December 31, 2017 includes 33 days for the Deepwater drillship Rowan Reliance when it was not operating. The drillship did not operate in the fourth quarter of 2017, but was available for Cobalt through November 2, 2017 per the 2016 contract amendment. Revenue of $41 million, previously deferred in 2016, was recognized during the three months ended December 31, 2017 related to these days for which the rig was available to Cobalt but was not operating as well as the recognition of any remaining deferred revenue at November 2, 2017 as Cobalt did not exercise their right to use the rig. | |||||||||||
(3) All revenue and performance metrics exclude the results from rigs owned by ARO beginning on October 17, 2017, the date the rigs were sold to ARO. | |||||||||||
(4) Average day rates exclude other revenue, which is revenue received for rebillables, secondment, transition services and other miscellaneous. | |||||||||||
(5) Rebillable operating costs equally offset with rebillable revenue. | |||||||||||
(6) Includes secondment revenue from ARO. |
ROWAN COMPANIES PLC | |||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | |||||||
(In millions, except per share amounts) | |||||||
(Unaudited) | |||||||
Three months ended | |||||||
March 31, | |||||||
2018 |
2017 | ||||||
(As adjusted) | |||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA): |
|||||||
GAAP NET INCOME (LOSS) |
$ |
(112.3) |
$ |
10.3 |
|||
Depreciation and amortization |
97.9 |
99.1 |
|||||
Equity in losses of unconsolidated subsidiary |
1.3 |
— |
|||||
Interest (income) expense and other, net |
33.8 |
36.3 |
|||||
Income tax expense |
6.2 |
29.7 |
|||||
Loss on disposals of property and equipment |
1.3 |
3.4 |
|||||
NON-GAAP ADJUSTED EBITDA |
$ |
28.2 |
$ |
178.8 |
View original content:http://www.prnewswire.com/news-releases/rowan-reports-first-quarter-2018-results-300639575.html
SOURCE Rowan Companies plc
HOUSTON, April 30, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) expects that four of its idle jack-ups will be leased to ARO Drilling to fulfill four three-year contracts that ARO Drilling has been awarded by Saudi Aramco.
Tom Burke, President and Chief Executive Officer, commented, "Our partnership with Saudi Aramco in ARO Drilling and our operational track record in the Middle East have paved the way for these awards. We are pleased with this significant addition to our backlog. We believe these awards demonstrate the value ARO Drilling will create over the coming years."
ARO Drilling will lease the EXL I, EXL IV, Bess Brants and Earnest Dees (formerly named P-59 and P-60, respectively) from Rowan through a bareboat charter lease mechanism. The estimated commencement of the contracts is during the third quarter 2018 for the EXL I and EXL IV, and late 2018 or early 2019 timeframe for the Bess Brants and Earnest Dees. Rowan will prepare the rigs for operations, including all contractually required modifications, and then lease the rigs to ARO Drilling who will operate the rigs in Saudi Arabia. The contracts for the four rigs have been awarded and are in the process of being finalized.
For more information on the leasing structure between Rowan and ARO Drilling, please see the ARO Drilling Appendix of our Investor Presentation on our website, www.rowan.com.
Rowan is a global provider of offshore contract drilling services to the oil and gas industry with a fleet of 27 mobile offshore drilling units, comprised of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, named ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. Rowan's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as the anticipated use and financial returns associated with the rigs purchased from Petrobras. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
View original content:http://www.prnewswire.com/news-releases/aro-drilling-awarded-four-contracts-from-saudi-aramco-for-rowan-jack-ups-300638690.html
SOURCE Rowan Companies plc
HOUSTON, April 27, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that the Rowan Gorilla VII, a Super Gorilla Class ultra-harsh environment jack-up rig, has been awarded an 18-month program by Chrysaor in the UK sector of the North Sea.
The contract is expected to commence imminently for 18 months of work followed by two, one-year options. The Gorilla VII has recently undergone significant life enhancements including a new top drive, and upgrades to the BOP and drilling controls.
Tom Burke, President and Chief Executive Officer, commented, "Rowan's solid position in the harsh environment North Sea jack-up region is further strengthened by this commitment from Chrysaor. We look forward to delivering safe and reliable operations to our new customer."
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as the anticipated commencement date and duration of the program. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
View original content:http://www.prnewswire.com/news-releases/rowan-announces-contract-with-chrysaor-for-the-rowan-gorilla-vii-300637743.html
SOURCE Rowan Companies plc
HOUSTON, April 19, 2018 Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of April 18, 2018. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in advance of earnings.
Notable changes since the last report:
To honor Rowan's rich history, Rowan has renamed our newest rigs, two LeTourneau Super 116E jack-up rigs, after late Rowan retirees who significantly contributed to the Company's success. The P-59 is being renamed the Bess Brants, after one of the Company's first employees who retired in 1968 as Secretary – Treasurer and a member of the Board of Directors for both Rowan Drilling, Inc. and Rowan Oil Co. The P-60 is being renamed the Earnest Dees, honoring a dedicated Rig Manager who retired in 1994 after helping establish Rowan's international operations and mentoring countless crew members, many of whom became Rowan leaders in the decades to come.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as the anticipated commencement dates and durations of drilling programs. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
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SOURCE Rowan Companies plc
HOUSTON, April 3, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report financial results for the first quarter 2018 on Tuesday, May 1, 2018, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
(833) 241-4252 (U.S. and Canada)
(647) 689-4203 (International)
2585558 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
View original content:http://www.prnewswire.com/news-releases/rowan-schedules-1st-quarter-2018-earnings-release-date-and-conference-call-300623328.html
SOURCE Rowan Companies plc
HOUSTON, Feb. 28, 2018 /PRNewswire/ -- For the quarter ended December 31, 2017, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) reported net income of $112.0 million, or $0.89 net income per diluted share, compared to a net loss of $24.4 million, or $0.19 net loss per diluted share, in the fourth quarter of 2016. The net income for the current quarter included a $151.7 million (after tax), or $1.18 per diluted share, gain on the sale of assets to ARO Drilling. The net loss for the prior-year quarter included a $33.6 million (after tax), or $0.27 per diluted share, loss on extinguishment of $463.9 million of debt. The 2017 Tax Cuts and Jobs Act in the U.S. did not result in any net impact on our 2017 income tax expense.
ARO Drilling, of which Rowan owns 50%, generated revenue and net income of $48.6 million and $1.7 million, respectively, for the period October 17, 2017 to December 31, 2017. ARO Drilling's financial information is included in this release.
Tom Burke, President and Chief Executive Officer, commented, "We are pleased with our accomplishments in 2017, including the successful launch of ARO Drilling, the execution of fleet high grading and renewal, and our steadfast focus on a solid balance sheet as we managed through another difficult year for the offshore drilling industry. While the market is showing signs of improvement, we remain mindful of the importance of operational integrity and cost focus."
As previously announced on February 1, 2018, Rowan will conduct its earnings conference call on Wednesday, February 28, 2018, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (833) 241-4252, or internationally (647) 689-4203. The conference ID is 6398869. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, download and install any necessary software.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units (including two LeTourneau Super 116E jack-up rigs purchased in January 2018), comprised of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a partner in a 50/50 joint venture with Saudi Aramco, named ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that are contracted in the Arabian Gulf. Rowan's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles (GAAP) in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the tables entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
ROWAN COMPANIES PLC | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(In millions, except per share amounts) | |||||||||||||||
(Unaudited) | |||||||||||||||
Three months ended December 31, |
Twelve months ended December 31, | ||||||||||||||
2017 |
2016 |
2017 |
2016 | ||||||||||||
REVENUE |
$ |
296.7 |
$ |
351.8 |
$ |
1,282.8 |
$ |
1,843.2 |
|||||||
COSTS AND EXPENSES: |
|||||||||||||||
Direct operating costs (excluding items below) |
179.9 |
179.9 |
684.8 |
778.2 |
|||||||||||
Depreciation and amortization |
99.7 |
101.7 |
403.7 |
402.9 |
|||||||||||
Selling, general and administrative |
33.9 |
25.6 |
104.9 |
102.1 |
|||||||||||
Gain on sale of assets to unconsolidated subsidiary |
(157.4) |
— |
(157.4) |
— |
|||||||||||
Loss on disposals of property and equipment |
0.1 |
3.4 |
9.4 |
8.7 |
|||||||||||
Material charges and other operating items |
— |
— |
— |
32.9 |
|||||||||||
Total costs and expenses |
156.2 |
310.6 |
1,045.4 |
1,324.8 |
|||||||||||
Equity in earnings of unconsolidated subsidiary |
0.9 |
— |
0.9 |
— |
|||||||||||
INCOME FROM OPERATIONS |
141.4 |
41.2 |
238.3 |
518.4 |
|||||||||||
OTHER INCOME (EXPENSE): |
|||||||||||||||
Interest expense |
(38.7) |
(38.9) |
(155.7) |
(155.5) |
|||||||||||
Interest income |
6.5 |
1.7 |
15.4 |
3.8 |
|||||||||||
Gain (loss) on extinguishment of debt |
— |
(33.6) |
1.7 |
(31.2) |
|||||||||||
Other - net |
0.1 |
(4.5) |
(0.4) |
(9.9) |
|||||||||||
Total other (expense), net |
(32.1) |
(75.3) |
(139.0) |
(192.8) |
|||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
109.3 |
(34.1) |
99.3 |
325.6 |
|||||||||||
Provision (benefit) for income taxes |
(2.7) |
(9.7) |
26.6 |
5.0 |
|||||||||||
NET INCOME (LOSS) |
$ |
112.0 |
$ |
(24.4) |
$ |
72.7 |
$ |
320.6 |
|||||||
NET INCOME (LOSS) PER SHARE - DILUTED |
$ |
0.89 |
$ |
(0.19) |
$ |
0.57 |
$ |
2.55 |
|||||||
WEIGHTED AVERAGE SHARES - BASIC |
126.3 |
125.4 |
126.1 |
125.3 |
|||||||||||
WEIGHTED AVERAGE SHARES - DILUTED |
128.1 |
125.4 |
127.7 |
126.3 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
December 31, |
December 31, | ||||||
ASSETS |
|||||||
CURRENT ASSETS: |
|||||||
Cash and cash equivalents |
$ |
1,332.1 |
$ |
1,255.5 |
|||
Receivables - trade and other |
212.8 |
301.3 |
|||||
Prepaid expenses and other current assets |
15.5 |
23.5 |
|||||
Total current assets |
1,560.4 |
1,580.3 |
|||||
Property and equipment - net |
6,552.7 |
7,060.0 |
|||||
Long-term note receivable from unconsolidated subsidiary |
270.2 |
— |
|||||
Investment in unconsolidated subsidiary |
30.9 |
— |
|||||
Other assets |
44.1 |
35.3 |
|||||
$ |
8,458.3 |
$ |
8,675.6 |
||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||
CURRENT LIABILITIES: |
|||||||
Current portion of long-term debt |
$ |
— |
$ |
126.8 |
|||
Accounts payable - trade |
97.2 |
94.3 |
|||||
Deferred revenue |
1.1 |
103.9 |
|||||
Accrued liabilities |
159.1 |
158.8 |
|||||
Total current liabilities |
257.4 |
483.8 |
|||||
Long-term debt, less current portion |
2,510.3 |
2,553.4 |
|||||
Other liabilities |
293.6 |
338.8 |
|||||
Deferred income taxes - net |
10.9 |
185.7 |
|||||
Shareholders' equity |
5,386.1 |
5,113.9 |
|||||
$ |
8,458.3 |
$ |
8,675.6 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
Twelve months ended December 31, | |||||||
2017 |
2016 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||
Net income |
$ |
72.7 |
$ |
320.6 |
|||
Adjustments to reconcile net income to net cash provided by operating activities: |
|||||||
Depreciation and amortization |
403.7 |
402.9 |
|||||
Equity in earnings of unconsolidated subsidiary |
(0.9) |
— |
|||||
Deferred income taxes |
24.7 |
(37.9) |
|||||
Provision for pension and other postretirement benefits |
12.5 |
15.0 |
|||||
Share-based compensation expense |
29.0 |
34.6 |
|||||
Gain on sale of assets to unconsolidated subsidiary |
(157.4) |
— |
|||||
Loss on disposals of property and equipment |
9.4 |
8.7 |
|||||
Contingent payment derivative |
0.1 |
(6.1) |
|||||
Asset impairment charges |
— |
34.3 |
|||||
Other |
1.5 |
3.7 |
|||||
Net changes in current assets and liabilities |
103.0 |
83.8 |
|||||
Other postretirement benefit claims paid |
(18.4) |
(7.9) |
|||||
Contributions to pension plans |
(29.3) |
(22.5) |
|||||
Deferred revenue |
(112.8) |
63.7 |
|||||
Net changes in other noncurrent assets and liabilities |
(38.0) |
12.7 |
|||||
Net cash provided by operating activities |
299.8 |
905.6 |
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||
Capital expenditures |
(100.6) |
(117.6) |
|||||
Deposit on purchase of rigs |
(7.7) |
— |
|||||
Investment in unconsolidated subsidiary |
(30.0) |
— |
|||||
Contributions to unconsolidated subsidiary for note receivable |
(357.7) |
— |
|||||
Proceeds from sale of assets to unconsolidated subsidiary |
357.7 |
— |
|||||
Repayments of note receivable from unconsolidated subsidiary |
87.5 |
— |
|||||
Proceeds from disposals of property and equipment |
3.3 |
6.2 |
|||||
Net cash used in investing activities |
(47.5) |
(111.4) |
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||
Proceeds from borrowings |
— |
500.0 |
|||||
Reductions of long-term debt |
(170.0) |
(511.8) |
|||||
Debt issue costs |
— |
(8.7) |
|||||
Excess tax benefits from share-based compensation |
— |
2.6 |
|||||
Shares repurchased for tax withholdings on vesting of restricted share units |
(5.7) |
(5.0) |
|||||
Net cash used in financing activities |
(175.7) |
(22.9) |
|||||
INCREASE IN CASH AND CASH EQUIVALENTS |
76.6 |
771.3 |
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
1,255.5 |
484.2 |
|||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ |
1,332.1 |
$ |
1,255.5 |
ROWAN COMPANIES PLC | |||||||||||||||||||||||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||
Three months ended December 31, | |||||||||||||||||||||||||||
Deepwater |
Jack-ups |
ARO |
Unallocated |
Reportable |
Eliminations |
Consolidated | |||||||||||||||||||||
2017 (1) |
|||||||||||||||||||||||||||
Revenue |
$ |
96.1 |
$ |
193.2 |
$ |
48.6 |
$ |
7.4 |
$ |
345.3 |
$ |
(48.6) |
$ |
296.7 |
|||||||||||||
Operating expenses: |
|||||||||||||||||||||||||||
Direct operating costs (excluding items below) |
35.2 |
144.7 |
22.2 |
— |
202.1 |
(22.2) |
179.9 |
||||||||||||||||||||
Depreciation and amortization |
27.5 |
71.6 |
12.9 |
0.6 |
112.6 |
(12.9) |
99.7 |
||||||||||||||||||||
Selling, general and administrative |
— |
— |
6.1 |
33.9 |
40.0 |
(6.1) |
33.9 |
||||||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary |
— |
(157.4) |
— |
— |
(157.4) |
— |
(157.4) |
||||||||||||||||||||
Other operating items - expense (income) |
0.1 |
— |
(0.1) |
— |
— |
0.1 |
0.1 |
||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary |
— |
— |
— |
— |
— |
0.9 |
0.9 |
||||||||||||||||||||
Income (loss) from operations |
$ |
33.3 |
$ |
134.3 |
$ |
7.5 |
$ |
(27.1) |
$ |
148.0 |
$ |
(6.6) |
$ |
141.4 |
|||||||||||||
(1) ARO commenced operations October 17, 2017. | |||||||||||||||||||||||||||
2016 |
|||||||||||||||||||||||||||
Revenue |
$ |
128.5 |
$ |
223.3 |
$ |
— |
$ |
— |
$ |
351.8 |
$ |
— |
$ |
351.8 |
|||||||||||||
Operating expenses: |
|||||||||||||||||||||||||||
Direct operating costs (excluding items below) |
46.6 |
133.3 |
— |
— |
179.9 |
— |
179.9 |
||||||||||||||||||||
Depreciation and amortization |
29.0 |
71.6 |
— |
1.1 |
101.7 |
— |
101.7 |
||||||||||||||||||||
Selling, general and administrative |
— |
— |
— |
25.6 |
25.6 |
— |
25.6 |
||||||||||||||||||||
Other operating items - expense (income) |
(0.3) |
3.6 |
— |
0.1 |
3.4 |
— |
3.4 |
||||||||||||||||||||
Income (loss) from operations |
$ |
53.2 |
$ |
14.8 |
$ |
— |
$ |
(26.8) |
$ |
41.2 |
$ |
— |
$ |
41.2 |
|||||||||||||
Year ended December 31, | |||||||||||||||||||||||||||
Deepwater |
Jack-ups |
ARO |
Unallocated |
Reportable |
Eliminations |
Consolidated | |||||||||||||||||||||
2017 (1) |
|||||||||||||||||||||||||||
Revenue |
$ |
467.9 |
$ |
807.5 |
$ |
48.6 |
$ |
7.4 |
$ |
1,331.4 |
$ |
(48.6) |
$ |
1,282.8 |
|||||||||||||
Operating expenses: |
|||||||||||||||||||||||||||
Direct operating costs (excluding items below) |
151.4 |
533.4 |
22.2 |
— |
707.0 |
(22.2) |
684.8 |
||||||||||||||||||||
Depreciation and amortization |
111.6 |
289.4 |
12.9 |
2.7 |
416.6 |
(12.9) |
403.7 |
||||||||||||||||||||
Selling, general and administrative |
— |
— |
6.1 |
104.9 |
111.0 |
(6.1) |
104.9 |
||||||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary |
— |
(157.4) |
— |
— |
(157.4) |
— |
(157.4) |
||||||||||||||||||||
Other operating items - expense (income) |
0.1 |
9.3 |
(0.1) |
— |
9.3 |
0.1 |
9.4 |
||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary |
$ |
— |
$ |
— |
— |
$ |
— |
— |
0.9 |
0.9 |
|||||||||||||||||
Income (loss) from operations |
$ |
204.8 |
$ |
132.8 |
$ |
7.5 |
$ |
(100.2) |
$ |
244.9 |
$ |
(6.6) |
$ |
238.3 |
|||||||||||||
(1) ARO commenced operations October 17, 2017. | |||||||||||||||||||||||||||
2016 |
|||||||||||||||||||||||||||
Revenue |
$ |
827.5 |
$ |
1,015.7 |
$ |
— |
$ |
— |
$ |
1,843.2 |
$ |
— |
$ |
1,843.2 |
|||||||||||||
Operating expenses: |
|||||||||||||||||||||||||||
Direct operating costs (excluding items below) |
222.0 |
556.2 |
— |
— |
778.2 |
— |
778.2 |
||||||||||||||||||||
Depreciation and amortization |
115.0 |
282.6 |
— |
5.3 |
402.9 |
— |
402.9 |
||||||||||||||||||||
Selling, general and administrative |
— |
— |
— |
102.1 |
102.1 |
— |
102.1 |
||||||||||||||||||||
Other operating items - expense |
0.1 |
40.9 |
— |
0.6 |
41.6 |
— |
41.6 |
||||||||||||||||||||
Income (loss) from operations |
$ |
490.4 |
$ |
136.0 |
$ |
— |
$ |
(108.0) |
$ |
518.4 |
$ |
— |
$ |
518.4 |
ARO DRILLING | |||
SUPPLEMENTAL FINANCIAL INFORMATION | |||
(In millions) | |||
(Unaudited) | |||
October 17, 2017 to | |||
December 31, 2017 | |||
Revenue |
$ |
48.6 |
|
Direct operating costs (excluding items below) |
22.2 |
||
Depreciation and amortization |
12.9 |
||
Selling, general and administrative |
6.1 |
||
Gain on disposals of property and equipment |
(0.1) |
||
Income from Operations |
7.5 |
||
Interest expense |
(4.2) |
||
Provision for income taxes |
1.6 |
||
Net Income |
$ |
1.7 |
|
October 17, 2017 to | |||
December 31, 2017 | |||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION(EBITDA): |
|||
GAAP NET INCOME (LOSS) |
$ |
1.7 |
|
Depreciation and amortization |
12.9 |
||
Gain on disposals of property and equipment |
(0.1) |
||
Interest expense |
4.2 |
||
Provision for income taxes |
1.6 |
||
NON-GAAP ADJUSTED EBITDA |
$ |
20.3 |
ROWAN COMPANIES PLC | |||||||||||||||||||
SUPPLEMENTAL OPERATING INFORMATION | |||||||||||||||||||
(Unaudited) | |||||||||||||||||||
Three months ended |
Twelve months ended | ||||||||||||||||||
December 31, |
September 30, |
December 31, |
December 31, | ||||||||||||||||
2017 |
2017 |
2016 |
2017 |
2016 | |||||||||||||||
RIG DAYS (1) |
|||||||||||||||||||
Deepwater: |
|||||||||||||||||||
Revenue-producing (2) |
125 |
184 |
276 |
783 |
1,238 |
||||||||||||||
Available |
368 |
368 |
368 |
1,460 |
1,464 |
||||||||||||||
Jack-up: |
|||||||||||||||||||
Revenue-producing (3) |
1,448 |
1,646 |
1,389 |
6,144 |
5,999 |
||||||||||||||
Available (3) |
1,883 |
2,115 |
2,208 |
8,162 |
8,784 |
||||||||||||||
Total: |
|||||||||||||||||||
Revenue-producing (2) (3) |
1,573 |
1,830 |
1,665 |
6,927 |
7,237 |
||||||||||||||
Available (3) |
2,251 |
2,483 |
2,576 |
9,622 |
10,248 |
||||||||||||||
UTILIZATION (1) |
|||||||||||||||||||
Deepwater (2) |
34 |
% |
50 |
% |
75 |
% |
54 |
% |
85 |
% | |||||||||
Jack-up (3) |
77 |
% |
78 |
% |
63 |
% |
75 |
% |
68 |
% | |||||||||
Total (2) (3) |
70 |
% |
74 |
% |
65 |
% |
72 |
% |
71 |
% | |||||||||
AVERAGE DAY RATES (4) (in thousands) |
|||||||||||||||||||
Deepwater (2) (5) |
$ |
767.1 |
$ |
476.6 |
$ |
464.5 |
$ |
594.8 |
$ |
550.7 |
|||||||||
Jack-up (3) |
$ |
123.3 |
$ |
122.1 |
$ |
156.6 |
$ |
127.7 |
$ |
165.8 |
|||||||||
Total (2) (3) (5) |
$ |
174.5 |
$ |
157.7 |
$ |
207.6 |
$ |
180.5 |
$ |
231.7 |
|||||||||
REBILLABLES (6) (in millions) |
|||||||||||||||||||
Deepwater |
$ |
0.2 |
$ |
0.8 |
$ |
0.2 |
$ |
2.2 |
$ |
2.8 |
|||||||||
Jack-up (3) (7) |
13.8 |
1.9 |
5.3 |
21.2 |
18.1 |
||||||||||||||
Total (3) |
$ |
14.0 |
$ |
2.7 |
$ |
5.5 |
$ |
23.4 |
$ |
20.9 |
_____________________________ | |||||||||||||||||||
(1) Available rig days and utilization exclude cold-stacked days. | |||||||||||||||||||
(2) Revenue-producing days for the three months ended September 30, 2017 and the three and twelve months ended December 31, 2017 includes 92 days, 33 days and 125 days, respectively, for the Deepwater drillship Rowan Reliance during which it was not operating. The drillship did not operate in the third and fourth quarter of 2017, but was available for Cobalt through November 2, 2017 per the 2016 contract amendment. Revenue of $29 million, $41 million and $70 million, was recognized during the three months ended September 30, 2017 and the three and twelve months ended December 31, 2017, respectively. | |||||||||||||||||||
(3) All revenue and performance metrics exclude the results from rigs owned by ARO beginning on October 17, 2017, the date such rigs were sold to ARO. | |||||||||||||||||||
(4) Average day rates exclude other revenue, which is primarily revenue received for contract reimbursable costs. | |||||||||||||||||||
(5) Average day rate for the twelve months ended December 31, 2016 includes operating days for the drillship Rowan Relentless up to the contract termination which was 143 days. | |||||||||||||||||||
(6) Rebillable operating costs equally offset with rebillable revenue. | |||||||||||||||||||
(7) Includes secondment revenue from ARO. |
ROWAN COMPANIES PLC | ||||||||||||||||||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||||||||||||||||||||||||||||||
(In millions, except per share amounts) | ||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
Three months ended December 31, 2017 |
Three months ended December 31, 2016 | |||||||||||||||||||||||||||||||
Pretax |
Tax |
Net |
Diluted |
Pretax |
Tax |
Net |
Diluted | |||||||||||||||||||||||||
GAAP NET INCOME (LOSS) |
$ |
109.3 |
$ |
2.7 |
$ |
112.0 |
$ |
0.89 |
$ |
(34.1) |
$ |
9.7 |
$ |
(24.4) |
$ |
(0.19) |
||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary |
(157.4) |
5.7 |
(151.7) |
(1.18) |
— |
— |
— |
— |
||||||||||||||||||||||||
Loss on extinguishment of debt |
— |
— |
— |
— |
33.6 |
— |
33.6 |
0.27 |
||||||||||||||||||||||||
NON-GAAP NET INCOME (LOSS) |
$ |
(48.1) |
$ |
8.4 |
$ |
(39.7) |
$ |
(0.31) |
$ |
(0.5) |
$ |
9.7 |
$ |
9.2 |
$ |
0.08 |
||||||||||||||||
Twelve months ended December 31, 2017 |
Twelve months ended December 31, 2016 | |||||||||||||||||||||||||||||||
Pretax |
Tax |
Net |
Diluted |
Pretax |
Tax |
Net |
Diluted | |||||||||||||||||||||||||
GAAP NET INCOME |
$ |
99.3 |
$ |
(26.6) |
$ |
72.7 |
$ |
0.57 |
$ |
325.6 |
$ |
(5.0) |
$ |
320.6 |
$ |
2.55 |
||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary |
(157.4) |
5.7 |
(151.7) |
(1.19) |
— |
— |
— |
— |
||||||||||||||||||||||||
(Gain) loss on extinguishment of debt |
(1.7) |
— |
(1.7) |
(0.01) |
31.2 |
— |
31.2 |
0.25 |
||||||||||||||||||||||||
Non-cash asset impairment charges |
— |
— |
— |
— |
34.3 |
— |
34.3 |
0.27 |
||||||||||||||||||||||||
Litigation-related credit |
— |
— |
— |
— |
(1.4) |
— |
(1.4) |
(0.01) |
||||||||||||||||||||||||
Customer contract termination settlement |
— |
— |
— |
— |
(120.0) |
— |
(120.0) |
(0.95) |
||||||||||||||||||||||||
NON-GAAP NET INCOME (LOSS) |
$ |
(59.8) |
$ |
(20.9) |
$ |
(80.7) |
$ |
(0.64) |
$ |
269.7 |
$ |
(5.0) |
$ |
264.7 |
$ |
2.11 |
||||||||||||||||
* Per share amounts may not sum due to rounding. |
||||||||||||||||||||||||||||||||
Three months ended |
Twelve months ended |
|||||||||||||||||||||||||||||||
December 31, |
December 31, |
|||||||||||||||||||||||||||||||
2017 |
2016 |
2017 |
2016 |
|||||||||||||||||||||||||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA): |
||||||||||||||||||||||||||||||||
GAAP NET INCOME (LOSS) |
$ |
112.0 |
$ |
(24.4) |
$ |
72.7 |
$ |
320.6 |
||||||||||||||||||||||||
Depreciation and amortization |
99.7 |
101.7 |
403.7 |
402.9 |
||||||||||||||||||||||||||||
Equity in earnings of unconsolidated subsidiary |
(0.9) |
— |
(0.9) |
— |
||||||||||||||||||||||||||||
Interest (income) expense and other, net |
32.1 |
41.7 |
140.7 |
161.6 |
||||||||||||||||||||||||||||
Income tax expense (benefit) |
(2.7) |
(9.7) |
26.6 |
5.0 |
||||||||||||||||||||||||||||
(Gain) loss on extinguishment of debt |
— |
33.6 |
(1.7) |
31.2 |
||||||||||||||||||||||||||||
Non-cash asset impairment charges |
— |
— |
— |
34.3 |
||||||||||||||||||||||||||||
Litigation-related credit |
— |
— |
— |
(1.4) |
||||||||||||||||||||||||||||
Gain on sale of assets to unconsolidated subsidiary |
(157.4) |
— |
(157.4) |
— |
||||||||||||||||||||||||||||
(Gain) loss on disposals of property and equipment |
0.1 |
3.4 |
9.4 |
8.7 |
||||||||||||||||||||||||||||
Customer contract termination settlement |
— |
— |
— |
(120.0) |
||||||||||||||||||||||||||||
NON-GAAP ADJUSTED EBITDA |
$ |
82.9 |
$ |
146.3 |
$ |
493.1 |
$ |
842.9 |
View original content:http://www.prnewswire.com/news-releases/rowan-reports-fourth-quarter-and-full-year-2017-results-300605453.html
SOURCE Rowan Companies plc
HOUSTON, Feb. 13, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of February 13, 2018. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in advance of earnings.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
View original content:http://www.prnewswire.com/news-releases/rowan-provides-fleet-status-report-update-300598519.html
SOURCE Rowan Companies plc
HOUSTON, Feb. 1, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report financial results for the fourth quarter and full year 2017 on Wednesday, February 28, 2018, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
(833) 241-4252 (U.S. and Canada)
(647) 689-4203 (International)
6398869 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
View original content:http://www.prnewswire.com/news-releases/rowan-schedules-4th-quarter-and-full-year-2017-earnings-release-date-and-conference-call-300592364.html
SOURCE Rowan Companies plc
HOUSTON, Jan. 5, 2018 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that it has concluded the purchase of two LeTourneau Super 116E jack-up rigs, the P-59 and P-60, which were both delivered new into service in 2013, in a public auction from a subsidiary of Petroleo Brasileiro S.A. ("Petrobras") for $38.5 million per unit. As previously reported on May 11, 2017, Rowan was the high bidder in a Petrobras public auction with a bid price of $30 million per rig. While the high bid was not accepted by Petrobras, after negotiations, both parties agreed to the revised price. The Company intends to mobilize these modern jack-ups to the Middle East from their current location in Brazil in late first quarter 2018.
Tom Burke, President and Chief Executive Officer, commented, "We consider this purchase an opportunistic investment, made near a cyclical low, at a highly attractive price. Since mid-2015 we have divested five older jack-ups (Rowan Louisiana, Rowan Juneau, Rowan Alaska, Rowan Gorilla II and Rowan Gorilla III). The addition of these two modern rigs will help renew the Rowan fleet and increase the Company's future earnings capability. We are very familiar with the design and construction of these rigs. We are confident in our ability to integrate these jack-ups into our existing fleet to generate strong financial returns from this investment and deliver safe, efficient and reliable operations to our customers."
The Company also announced that it sold the Cecil Provine in November 2017 for scrap, and has cold-stacked the Gorilla IV following the conclusion of its latest contract.
Rowan is a global provider of contract drilling services with a fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as the anticipated use and financial returns associated with the rigs purchased from Petrobras. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
View original content:http://www.prnewswire.com/news-releases/rowan-announces-purchase-of-two-modern-jack-up-rigs-300578062.html
SOURCE Rowan Companies plc
HOUSTON, Nov. 1, 2017 /PRNewswire/ -- For the quarter ended September 30, 2017, Rowan Companies plc (" Rowan " or the " Company ") (NYSE: RDC) reported a net loss of $20.9 million, or $0.17 net loss per diluted share, compared to net income of $5.5 million, or $0.04 per diluted share, in the third quarter of 2016. The net income for the prior-year quarter included a $34.3 million (after tax), or $0.27 per diluted share, non-cash asset impairment charge and a $1.4 million (after tax), or $0.01 per share, credit from a litigation-related matter.
Tom Burke, President and Chief Executive Officer, commented, "Our third quarter financial results reflect our ability to successfully manage through this challenging cycle by executing safe, efficient and reliable operations, while continuing to focus on control of costs." Dr. Burke added, "The recent launch of ARO Drilling is a milestone for Rowan Companies. We believe this joint venture will provide us with solid visible earnings growth throughout the next decade. We are pleased that the start-up of ARO Drilling had a positive impact on our liquidity as evidenced by the receipt of an $88 million cash distribution in October."
Rowan will conduct its earnings conference call on Wednesday, November 1, 2017, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (844) 579-6824, or internationally (763) 488-9145. The conference ID is 70282133. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, download and install any necessary software.
Rowan is a global provider of contract drilling services with a fleet of 26 mobile offshore drilling units, comprised of 22 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a partner in a 50/50 joint venture with Saudi Aramco, named ARO Drilling, that owns a fleet of four self-elevating jack-up rigs that are contracted in the Arabian Gulf. Rowan's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco, including the timing and amount of future distributions from the joint venture or contributions to the joint venture; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy; impairments; cyber incidents; the outcomes of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles (GAAP) in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the tables entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
ROWAN COMPANIES PLC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share amounts) (Unaudited) | |||||||||||||||
Three months ended September 30, |
Nine months ended September 30, | ||||||||||||||
2017 |
2016 |
2017 |
2016 | ||||||||||||
REVENUES |
$ |
291.6 |
$ |
379.4 |
$ |
986.1 |
$ |
1,491.4 |
|||||||
COSTS AND EXPENSES: |
|||||||||||||||
Direct operating costs (excluding items below) |
167.4 |
186.0 |
504.9 |
598.3 |
|||||||||||
Depreciation and amortization |
103.4 |
102.2 |
304.0 |
301.2 |
|||||||||||
Selling, general and administrative |
25.0 |
23.5 |
71.0 |
76.5 |
|||||||||||
Loss on disposals of property and equipment |
2.8 |
1.2 |
9.3 |
5.3 |
|||||||||||
Material charges and other operating items |
— |
32.9 |
— |
32.9 |
|||||||||||
Total costs and expenses |
298.6 |
345.8 |
889.2 |
1,014.2 |
|||||||||||
INCOME (LOSS) FROM OPERATIONS |
(7.0) |
33.6 |
96.9 |
477.2 |
|||||||||||
OTHER INCOME (EXPENSE): |
|||||||||||||||
Interest expense |
(38.5) |
(39.4) |
(117.0) |
(116.6) |
|||||||||||
Interest income |
3.7 |
1.2 |
8.9 |
2.1 |
|||||||||||
Gain (loss) on extinguishment of debt |
(0.5) |
— |
1.7 |
2.4 |
|||||||||||
Other - net |
(0.4) |
(2.1) |
(0.5) |
(5.4) |
|||||||||||
Total other (expense), net |
(35.7) |
(40.3) |
(106.9) |
(117.5) |
|||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
(42.7) |
(6.7) |
(10.0) |
359.7 |
|||||||||||
Provision (benefit) for income taxes |
(21.8) |
(12.2) |
29.3 |
14.7 |
|||||||||||
NET INCOME (LOSS) |
$ |
(20.9) |
$ |
5.5 |
$ |
(39.3) |
$ |
345.0 |
|||||||
NET INCOME (LOSS) PER SHARE - DILUTED |
$ |
(0.17) |
$ |
0.04 |
$ |
(0.31) |
$ |
2.73 |
|||||||
WEIGHTED AVERAGE SHARES - BASIC |
$ |
126.2 |
$ |
125.4 |
$ |
126.1 |
$ |
125.3 |
|||||||
WEIGHTED AVERAGE SHARES - DILUTED |
126.2 |
126.7 |
126.1 |
126.4 |
ROWAN COMPANIES PLC CONDENSED CONSOLIDATED BALANCE SHEETS (In millions) (Unaudited) | |||||||
September 30, |
December 31, | ||||||
ASSETS |
|||||||
CURRENT ASSETS: |
|||||||
Cash and cash equivalents |
$ |
1,220.0 |
$ |
1,255.5 |
|||
Receivables - trade and other |
244.1 |
301.3 |
|||||
Prepaid expenses and other current assets |
24.5 |
23.5 |
|||||
Total current assets |
1,488.6 |
1,580.3 |
|||||
Property and equipment - net |
6,815.9 |
7,060.0 |
|||||
Investment in unconsolidated subsidiary |
25.0 |
— |
|||||
Other assets |
43.7 |
35.3 |
|||||
$ |
8,373.2 |
$ |
8,675.6 |
||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||
CURRENT LIABILITIES: |
|||||||
Current portion of long-term debt |
$ |
— |
$ |
126.8 |
|||
Accounts payable - trade |
71.4 |
94.3 |
|||||
Deferred revenues |
43.8 |
103.9 |
|||||
Accrued liabilities |
141.4 |
158.8 |
|||||
Total current liabilities |
256.6 |
483.8 |
|||||
Long-term debt, less current portion |
2,510.2 |
2,553.4 |
|||||
Other liabilities |
292.5 |
338.8 |
|||||
Deferred income taxes - net |
19.2 |
185.7 |
|||||
Shareholders' equity |
5,294.7 |
5,113.9 |
|||||
$ |
8,373.2 |
$ |
8,675.6 |
ROWAN COMPANIES PLC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) (Unaudited) | |||||||
Nine months ended September 30, | |||||||
2017 |
2016 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||
Net income (loss) |
$ |
(39.3) |
$ |
345.0 |
|||
Adjustments to reconcile net income (loss) to net cash provided by operations: |
|||||||
Depreciation and amortization |
304.0 |
301.2 |
|||||
Deferred income taxes |
32.8 |
(21.9) |
|||||
Provision for pension and other postretirement benefits |
5.1 |
13.0 |
|||||
Share-based compensation expense |
19.5 |
25.9 |
|||||
Loss on disposals of property and equipment |
9.3 |
5.3 |
|||||
Contingent payment derivative |
0.1 |
(4.2) |
|||||
Asset impairment charges |
— |
34.3 |
|||||
Other |
1.7 |
0.3 |
|||||
Net changes in current assets and liabilities |
46.7 |
(56.3) |
|||||
Other postretirement benefit claims paid |
(2.0) |
(6.6) |
|||||
Contributions to pension plans |
(23.9) |
(16.1) |
|||||
Deferred revenues |
(70.0) |
45.3 |
|||||
Net changes in other noncurrent assets and liabilities |
(43.0) |
28.3 |
|||||
Net cash provided by operating activities |
241.0 |
693.5 |
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||
Capital expenditures |
(78.6) |
(88.5) |
|||||
Investment in unconsolidated subsidiary |
(25.0) |
— |
|||||
Proceeds from disposals of property and equipment |
1.5 |
1.1 |
|||||
Net cash used in investing activities |
(102.1) |
(87.4) |
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||
Reductions of long-term debt |
(170.0) |
(47.9) |
|||||
Shares repurchased for tax withholdings on vesting of restricted share units |
(4.4) |
(4.9) |
|||||
Net cash used in financing activities |
(174.4) |
(52.8) |
|||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(35.5) |
553.3 |
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
1,255.5 |
484.2 |
|||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ |
1,220.0 |
$ |
1,037.5 |
ROWAN COMPANIES PLC SUPPLEMENTAL OPERATING SEGMENT INFORMATION (In millions) (Unaudited) | ||||||||||||||||
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
2017 |
2016 |
2017 |
2016 |
|||||||||||||
Deepwater: |
||||||||||||||||
Revenues |
$ |
88.4 |
$ |
135.1 |
$ |
371.8 |
$ |
699.0 |
||||||||
Operating expenses: |
||||||||||||||||
Direct operating costs (excluding items below) |
32.9 |
52.4 |
116.2 |
175.4 |
||||||||||||
Depreciation and amortization |
27.4 |
28.8 |
84.1 |
86.0 |
||||||||||||
Other operating items |
— |
0.1 |
— |
0.4 |
||||||||||||
Income from Operations |
$ |
28.1 |
$ |
53.8 |
$ |
171.5 |
$ |
437.2 |
||||||||
Jack-ups: |
||||||||||||||||
Revenues |
$ |
203.2 |
$ |
244.3 |
$ |
614.3 |
$ |
792.4 |
||||||||
Operating expenses: |
||||||||||||||||
Direct operating costs (excluding items below) |
134.5 |
133.6 |
388.7 |
422.9 |
||||||||||||
Depreciation and amortization |
75.3 |
71.5 |
217.8 |
211.0 |
||||||||||||
Other operating items |
2.7 |
33.6 |
9.3 |
37.3 |
||||||||||||
Income (loss) from Operations |
$ |
(9.3) |
$ |
5.6 |
$ |
(1.5) |
$ |
121.2 |
||||||||
Unallocated costs and other: |
||||||||||||||||
Operating expenses: |
||||||||||||||||
Depreciation and amortization |
0.7 |
1.9 |
2.1 |
4.2 |
||||||||||||
Selling, general and administrative |
25.0 |
23.5 |
71.0 |
76.5 |
||||||||||||
Other operating items |
0.1 |
0.4 |
— |
0.5 |
||||||||||||
Loss from Operations |
$ |
(25.8) |
$ |
(25.8) |
$ |
(73.1) |
$ |
(81.2) |
||||||||
Consolidated: |
||||||||||||||||
Revenues |
$ |
291.6 |
$ |
379.4 |
$ |
986.1 |
$ |
1,491.4 |
||||||||
Operating expenses: |
||||||||||||||||
Direct operating costs (excluding items below) |
167.4 |
186.0 |
504.9 |
598.3 |
||||||||||||
Depreciation and amortization |
103.4 |
102.2 |
304.0 |
301.2 |
||||||||||||
Selling, general and administrative |
25.0 |
23.5 |
71.0 |
76.5 |
||||||||||||
Other operating items |
2.8 |
34.1 |
9.3 |
38.2 |
||||||||||||
Income (loss) from Operations |
$ |
(7.0) |
$ |
33.6 |
$ |
96.9 |
$ |
477.2 |
ROWAN COMPANIES PLC SUPPLEMENTAL OPERATING INFORMATION (Unaudited) | |||||||||||||||||||
Three months ended |
Nine months ended | ||||||||||||||||||
September 30, |
June 30, |
September 30, |
September 30, | ||||||||||||||||
2017 |
2017 |
2016 |
2017 |
2016 | |||||||||||||||
RIG DAYS (1) |
|||||||||||||||||||
Deepwater: |
|||||||||||||||||||
Revenue-producing (2) |
184 |
204 |
276 |
658 |
962 |
||||||||||||||
Available |
368 |
364 |
368 |
1,092 |
1,096 |
||||||||||||||
Jack-up: |
|||||||||||||||||||
Revenue-producing |
1,646 |
1,503 |
1,509 |
4,696 |
4,610 |
||||||||||||||
Available |
2,115 |
2,093 |
2,208 |
6,279 |
6,576 |
||||||||||||||
Total: |
|||||||||||||||||||
Revenue-producing (2) |
1,830 |
1,707 |
1,785 |
5,354 |
5,572 |
||||||||||||||
Available |
2,483 |
2,457 |
2,576 |
7,371 |
7,672 |
||||||||||||||
UTILIZATION (1) |
|||||||||||||||||||
Deepwater (2) |
50 |
% |
56 |
% |
75 |
% |
60 |
% |
88 |
% | |||||||||
Jack-up |
78 |
% |
72 |
% |
68 |
% |
75 |
% |
70 |
% | |||||||||
Total (2) |
74 |
% |
69 |
% |
69 |
% |
73 |
% |
73 |
% | |||||||||
AVERAGE DAY RATES (3) (in thousands) |
|||||||||||||||||||
Deepwater (2) (4) |
$ |
476.6 |
$ |
599.6 |
$ |
490.0 |
$ |
562.1 |
$ |
575.5 |
|||||||||
Jack-up |
$ |
122.1 |
$ |
129.9 |
$ |
158.8 |
$ |
129.1 |
$ |
168.6 |
|||||||||
Total (2) (4) |
$ |
157.7 |
$ |
186.0 |
$ |
210.1 |
$ |
182.3 |
$ |
238.9 |
|||||||||
REBILLABLES (5) (in millions) |
|||||||||||||||||||
Deepwater |
$ |
0.8 |
$ |
0.4 |
$ |
(0.2) |
$ |
2.0 |
$ |
2.5 |
|||||||||
Jack-up |
1.9 |
2.1 |
4.5 |
7.4 |
12.9 |
||||||||||||||
Total |
$ |
2.7 |
$ |
2.5 |
$ |
4.3 |
$ |
9.4 |
$ |
15.4 |
|||||||||
_______________________ | |||||||||||||||||||
(1) Available rig days and utilization exclude cold-stacked days. | |||||||||||||||||||
(2) Revenue-producing days for the three and nine months ended September 30, 2017 includes 92 days for the drillship Rowan Reliance. The drillship did not operate in the third quarter, but was available for Cobalt per the 2016 contract amendment. Revenue of $29 million ($315 thousand per day), previously deferred in 2016, was recognized during the three and nine months ended September 30, 2017 related to these 92 days for which the rig was available to Cobalt but not operating. | |||||||||||||||||||
(3) Average day rates exclude other revenue, which is primarily revenue received for contract reimbursable costs. | |||||||||||||||||||
(4) Average day rate for the nine months ended September 30, 2016 includes operating days for the drillship Rowan Relentless up to the contract termination which was 143 days for the nine months ended September 30, 2016. | |||||||||||||||||||
(5) Rebillable operating costs equally offset with rebillable revenue. |
ROWAN COMPANIES PLC RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In millions, except per share amounts) (Unaudited) | ||||||||||||||||||||||||||||||||
Three months ended September 30, 2017 |
Three months ended September 30, 2016 | |||||||||||||||||||||||||||||||
Pretax |
Tax |
Net |
Diluted |
Pretax |
Tax |
Net |
Diluted | |||||||||||||||||||||||||
GAAP NET INCOME (LOSS) |
$ |
(42.7) |
$ |
21.8 |
$ |
(20.9) |
$ |
(0.17) |
$ |
(6.7) |
$ |
12.2 |
$ |
5.5 |
$ |
0.04 |
||||||||||||||||
Loss on extinguishment of debt |
0.5 |
— |
0.5 |
— |
— |
— |
— |
— |
||||||||||||||||||||||||
Non-cash asset impairment charges |
— |
— |
— |
— |
34.3 |
— |
34.3 |
0.27 |
||||||||||||||||||||||||
Litigation-related credit |
— |
— |
— |
— |
(1.4) |
(1.4) |
(0.01) |
|||||||||||||||||||||||||
NON-GAAP NET INCOME (LOSS) |
$ |
(42.2) |
$ |
21.8 |
$ |
(20.4) |
$ |
(0.16) |
$ |
26.2 |
$ |
12.2 |
$ |
38.4 |
$ |
0.30 |
||||||||||||||||
Nine months ended September 30, 2017 |
Nine months ended September 30, 2016 | |||||||||||||||||||||||||||||||
Pretax |
Tax |
Net |
Diluted |
Pretax |
Tax |
Net |
Diluted | |||||||||||||||||||||||||
GAAP NET INCOME (LOSS) |
$ |
(10.0) |
$ |
(29.3) |
$ |
(39.3) |
$ |
(0.31) |
$ |
359.7 |
$ |
(14.7) |
$ |
345.0 |
$ |
2.73 |
||||||||||||||||
Gain on extinguishment of debt |
(1.7) |
— |
(1.7) |
(0.01) |
(2.4) |
— |
(2.4) |
(0.02) |
||||||||||||||||||||||||
Non-cash asset impairment charges |
— |
— |
— |
— |
34.3 |
— |
34.3 |
0.27 |
||||||||||||||||||||||||
Litigation-related credit |
— |
— |
— |
— |
(1.4) |
— |
(1.4) |
(0.01) |
||||||||||||||||||||||||
Customer contract termination settlement |
— |
— |
— |
— |
(120.0) |
— |
(120.0) |
(0.95) |
||||||||||||||||||||||||
NON-GAAP NET INCOME (LOSS) |
$ |
(11.7) |
$ |
(29.3) |
$ |
(41.0) |
$ |
(0.32) |
$ |
270.2 |
$ |
(14.7) |
$ |
255.5 |
$ |
2.02 |
||||||||||||||||
* Per share amounts may not sum due to rounding. |
||||||||||||||||||||||||||||||||
Three months ended |
Nine months ended |
|||||||||||||||||||||||||||||||
September 30, |
September 30, |
|||||||||||||||||||||||||||||||
2017 |
2016 |
2017 |
2016 |
|||||||||||||||||||||||||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION (EBITDA): |
||||||||||||||||||||||||||||||||
GAAP NET INCOME (LOSS) |
$ |
(20.9) |
$ |
5.5 |
$ |
(39.3) |
$ |
345.0 |
||||||||||||||||||||||||
Depreciation and amortization |
103.4 |
102.2 |
304.0 |
301.2 |
||||||||||||||||||||||||||||
Interest (income) expense and other, net |
35.2 |
40.3 |
108.6 |
119.9 |
||||||||||||||||||||||||||||
Income tax expense (benefit) |
(21.8) |
(12.2) |
29.3 |
14.7 |
||||||||||||||||||||||||||||
(Gain) loss on extinguishment of debt |
0.5 |
— |
(1.7) |
(2.4) |
||||||||||||||||||||||||||||
Non-cash asset impairment charges |
— |
34.3 |
— |
34.3 |
||||||||||||||||||||||||||||
Litigation-related credit |
— |
(1.4) |
— |
(1.4) |
||||||||||||||||||||||||||||
Loss on disposals of property and equipment |
2.8 |
1.2 |
9.3 |
5.3 |
||||||||||||||||||||||||||||
Customer contract termination settlement |
— |
— |
— |
(120.0) |
||||||||||||||||||||||||||||
NON-GAAP ADJUSTED EBITDA |
$ |
99.2 |
$ |
169.9 |
$ |
410.2 |
$ |
696.6 |
||||||||||||||||||||||||
View original content:http://www.prnewswire.com/news-releases/rowan-reports-third-quarter-2017-results-300546876.html
SOURCE Rowan Companies plc
HOUSTON, Oct. 19, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of October 19, 2017. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in advance of earnings.
Rowan is a global provider of contract drilling services with a fleet of 26 mobile offshore drilling units, composed of 22 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of four self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
View original content:http://www.prnewswire.com/news-releases/rowan-provides-fleet-status-report-update-300539690.html
SOURCE Rowan Companies plc
HOUSTON, Oct. 19, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that ARO Drilling, a 50/50 joint venture with the Saudi Arabian Oil Company ("Saudi Aramco"), commenced operations on October 17, 2017.
Tom Burke, President and Chief Executive Officer, stated, "We are extremely pleased to announce the launch of ARO Drilling. This is a groundbreaking joint venture that supports Saudi Arabia's Vision 2030, and provides Rowan with an unparalleled long-term growth opportunity throughout the next decade and beyond."
As part of the initial startup of ARO Drilling, Rowan and Saudi Aramco contributed equal amounts of cash into the joint venture. Following these contributions, Rowan sold three of its jack-up drilling rigs to ARO Drilling, including the J.P. Bussell, which was previously idle, and Saudi Aramco sold one of its jack-up drilling rigs to ARO Drilling. Following the purchase of these drilling rigs, ARO Drilling distributed excess cash in the amount of approximately $88 million to each of Rowan and Saudi Aramco maintaining each party's 50% ownership interests in the joint venture.
Pursuant to the ARO Drilling shareholders' agreement, Saudi Aramco will sell an additional jack-up rig in 2017 to ARO Drilling and Rowan will sell an additional two jack-up rigs to ARO Drilling once they complete their current contracts in late 2018.
ARO Drilling also now manages the operations of Rowan's seven remaining jack-up rigs currently in Saudi Arabia. Rowan and Saudi Aramco have agreed that ARO Drilling will purchase twenty future newbuild rigs that will be constructed by a Saudi Aramco manufacturing joint venture and are expected to be delivered between 2021 and 2030. Each newbuild is expected to have a sixteen year drilling commitment upon delivery to ARO Drilling.
Interested parties are invited to view reference materials on the Investor Relations page of Rowan's website at www.rowan.com.
Rowan is a global provider of contract drilling services with a fleet of 26 mobile offshore drilling units, composed of 22 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of four self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company and ARO Drilling, the anticipated timing, terms and delivery of any additional newbuild rigs to ARO Drilling, the timing and terms of any future contributions by the Company to ARO Drilling, and future contractual commitments of ARO Drilling. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation, early termination or renegotiation by our customers of drilling contracts, risks associated with fixed cost drilling operations, cost overruns or delays in transportation of drilling units, cost overruns or delays in maintenance and repairs, cost overruns or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets, impairments, the outcome of disputes, including tax disputes, and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
View original content:http://www.prnewswire.com/news-releases/rowan-announces-launch-of-aro-drilling-300539682.html
SOURCE Rowan Companies plc
HOUSTON, Oct. 16, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report financial results for the third quarter on Wednesday, November 1st, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
(844) 579-6824 (U.S. and Canada)
(763) 488-9145 (International)
70282133 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, composed of 25 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
View original content:http://www.prnewswire.com/news-releases/rowan-schedules-3rd-quarter-2017-earnings-release-date-and-conference-call-300537327.html
SOURCE Rowan Companies plc
HOUSTON, Sept. 5, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that Tom Burke, President and Chief Executive Officer, is scheduled to present at the Barclays CEO Energy-Power Conference in New York City on Wednesday, September 6, 2017, beginning at 9:45 a.m. U.S. Eastern Time.
A live audio webcast of the presentation will be available in listen-only mode through Rowan's website at www.rowan.com. Please connect to our website at least 15 minutes prior to the scheduled start of the presentation to register, download and install any necessary audio software. Shortly after the live webcast, an archived version will be available on the website for approximately 30 days following the event.
Rowan is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, composed of 25 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
View original content:http://www.prnewswire.com/news-releases/rowan-to-present-at-barclays-ceo-energy-power-conference-300513651.html
SOURCE Rowan Companies plc
HOUSTON, July 19, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of July 19, 2017. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in advance of earnings.
Rowan is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, composed of 25 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
View original content:http://www.prnewswire.com/news-releases/rowan-provides-fleet-status-report-update-300490531.html
SOURCE Rowan Companies plc
HOUSTON, July 7, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report financial results for the second quarter on Wednesday, August 2nd, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
877-201-0168 (U.S. and Canada)
647-788-4901 (International)
20418128 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, composed of 25 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, May 2, 2017 /PRNewswire/ -- For the quarter ended March 31, 2017, Rowan Companies plc (" Rowan " or the " Company ") (NYSE: RDC) reported net income of $10.3 million, or $0.07 per diluted share, compared to net income of $122.8 million, or $0.98 per diluted share, in the first quarter of 2016.
Rowan's revenues totaled $374.3 million in the first quarter of 2017, a decrease of 25% from the prior-year quarter driven by a 28% decline in the Deepwater segment and a 23% decline in the Jack-up segment. The decline in Deepwater revenues resulted from the Rowan Relentless being idle in the current quarter versus operating in the prior-year quarter and the Rowan Resolute operating at a reduced day rate compared to the prior year period. Jack-up revenues declined due to lower average day rates partially offset by increased operating days.
Tom Burke, President and Chief Executive Officer, commented, "While our revenues were down significantly year-over-year as a result of poor market conditions, I am pleased with our continued strong operating performance and sustained cost reduction efforts. We are preparing to start up our new joint venture with Saudi Aramco in the second quarter and look forward to the long term growth of this new company with our partner."
Rowan will conduct its earnings conference call on Tuesday, May 2, 2017, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (877) 201-0168, or internationally (647) 788-4901. The conference ID is 81482409. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, download and install any necessary software.
Rowan is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, comprised of 25 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy in our areas of operations that may result in loss or seizure of assets or interruption of operations; impairments; a cyber incident which impairs our ability to conduct operations; the outcome of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles (GAAP) in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the table entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
ROWAN COMPANIES PLC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share amounts) (Unaudited) | |||||||
Three months ended March 31, | |||||||
2017 |
2016 | ||||||
REVENUES |
$ |
374.3 |
$ |
500.2 |
|||
COSTS AND EXPENSES: |
|||||||
Direct operating costs (excluding items below) |
170.0 |
204.8 |
|||||
Depreciation and amortization |
99.1 |
98.9 |
|||||
Selling, general and administrative |
24.0 |
26.9 |
|||||
Loss on disposals of property and equipment |
3.4 |
2.2 |
|||||
Total costs and expenses |
296.5 |
332.8 |
|||||
INCOME FROM OPERATIONS |
77.8 |
167.4 |
|||||
OTHER INCOME (EXPENSE): |
|||||||
Interest expense |
(39.6) |
(38.9) |
|||||
Interest income |
2.0 |
0.4 |
|||||
Gain (loss) on extinguishment of debt |
(0.2) |
0.6 |
|||||
Other - net |
— |
(2.6) |
|||||
Total other (expense), net |
(37.8) |
(40.5) |
|||||
INCOME BEFORE INCOME TAXES |
40.0 |
126.9 |
|||||
Provision for income taxes |
29.7 |
4.1 |
|||||
NET INCOME |
$ |
10.3 |
$ |
122.8 |
|||
NET INCOME PER SHARE - DILUTED |
$ |
0.07 |
$ |
0.98 |
|||
WEIGHTED AVERAGE SHARES - DILUTED |
127.4 |
125.8 |
ROWAN COMPANIES PLC CONDENSED CONSOLIDATED BALANCE SHEETS (In millions) (Unaudited) | |||||||
March 31, 2017 |
December 31, | ||||||
ASSETS |
|||||||
CURRENT ASSETS: |
|||||||
Cash and cash equivalents |
$ |
1,173.2 |
$ |
1,255.5 |
|||
Receivables - trade and other |
317.1 |
301.3 |
|||||
Prepaid expenses and other current assets |
24.6 |
23.5 |
|||||
Total current assets |
1,514.9 |
1,580.3 |
|||||
Property and equipment - net |
6,983.8 |
7,060.0 |
|||||
Other assets |
54.6 |
35.3 |
|||||
$ |
8,553.3 |
$ |
8,675.6 |
||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||
CURRENT LIABILITIES: |
|||||||
Current portion of long-term debt |
$ |
— |
$ |
126.8 |
|||
Accounts payable - trade |
93.1 |
94.3 |
|||||
Deferred revenues |
108.2 |
103.9 |
|||||
Accrued liabilities |
138.3 |
158.8 |
|||||
Total current liabilities |
339.6 |
483.8 |
|||||
Long-term debt, less current portion |
2,552.5 |
2,553.4 |
|||||
Other liabilities |
320.6 |
338.8 |
|||||
Deferred income taxes - net |
8.8 |
185.7 |
|||||
Shareholders' equity |
5,331.8 |
5,113.9 |
|||||
$ |
8,553.3 |
$ |
8,675.6 |
ROWAN COMPANIES PLC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) (Unaudited) | |||||||
Three months ended March 31, | |||||||
2017 |
2016 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||
Net income |
$ |
10.3 |
$ |
122.8 |
|||
Adjustments to reconcile net income to net cash provided by operations: |
|||||||
Depreciation and amortization |
99.1 |
98.9 |
|||||
Deferred income taxes |
16.8 |
(12.6) |
|||||
Provision for pension and other postretirement benefits |
2.5 |
4.8 |
|||||
Share-based compensation expense |
6.8 |
8.2 |
|||||
Loss on disposals of property and equipment |
3.4 |
2.2 |
|||||
Other |
0.2 |
— |
|||||
Net changes in current assets and liabilities |
(34.8) |
(49.7) |
|||||
Other postretirement benefit claims paid |
(0.9) |
(3.0) |
|||||
Contributions to pension plans |
(5.9) |
(3.1) |
|||||
Deferred revenues |
(6.3) |
(2.5) |
|||||
Net changes in other noncurrent assets and liabilities |
(9.7) |
(3.1) |
|||||
Net cash provided by operating activities |
81.5 |
162.9 |
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||
Capital expenditures |
(30.9) |
(32.9) |
|||||
Proceeds from disposals of property and equipment |
0.1 |
0.3 |
|||||
Net cash used in investing activities |
(30.8) |
(32.6) |
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||
Reductions of long-term debt |
(127.7) |
(16.5) |
|||||
Shares repurchased for tax withholdings on vesting of restricted share units |
(5.3) |
(2.8) |
|||||
Net cash used in financing activities |
(133.0) |
(19.3) |
|||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(82.3) |
111.0 |
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
1,255.5 |
484.2 |
|||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ |
1,173.2 |
$ |
595.2 |
ROWAN COMPANIES PLC SUPPLEMENTAL OPERATING SEGMENT INFORMATION (In millions) (Unaudited) | ||||||||
Three months ended March 31, |
||||||||
2017 |
2016 |
|||||||
Deepwater: |
||||||||
Revenues |
$ |
160.7 |
$ |
222.5 |
||||
Operating expenses: |
||||||||
Direct operating costs (excluding items below) |
44.6 |
67.0 |
||||||
Depreciation and amortization |
28.3 |
27.3 |
||||||
Other operating items |
— |
0.3 |
||||||
Income from Operations |
$ |
87.8 |
$ |
127.9 |
||||
Jack-ups: |
||||||||
Revenues |
$ |
213.6 |
$ |
277.7 |
||||
Operating expenses: |
||||||||
Direct operating costs (excluding items below) |
125.4 |
137.8 |
||||||
Depreciation and amortization |
70.1 |
68.4 |
||||||
Other operating items |
3.4 |
1.9 |
||||||
Income from Operations |
$ |
14.7 |
$ |
69.6 |
||||
Unallocated costs and other: |
||||||||
Operating expenses: |
||||||||
Depreciation and amortization |
0.7 |
3.2 |
||||||
Selling, general and administrative |
24.0 |
26.9 |
||||||
Loss from Operations |
$ |
(24.7) |
$ |
(30.1) |
||||
Consolidated: |
||||||||
Revenues |
$ |
374.3 |
$ |
500.2 |
||||
Operating expenses: |
||||||||
Direct operating costs (excluding items below) |
170.0 |
204.8 |
||||||
Depreciation and amortization |
99.1 |
98.9 |
||||||
Selling, general and administrative |
24.0 |
26.9 |
||||||
Other operating items |
3.4 |
2.2 |
||||||
Income from Operations |
$ |
77.8 |
$ |
167.4 |
ROWAN COMPANIES PLC SUPPLEMENTAL OPERATING INFORMATION (Unaudited) | |||||||||||
Three months ended | |||||||||||
March 31, |
December 31, |
March 31, | |||||||||
2017 |
2016 |
2016 | |||||||||
RIG DAYS (1) |
|||||||||||
Deepwater: |
|||||||||||
Operating |
270 |
276 |
361 |
||||||||
Available |
360 |
368 |
364 |
||||||||
Jack-up: |
|||||||||||
Operating |
1,547 |
1,389 |
1,497 |
||||||||
Available |
2,071 |
2,208 |
2,184 |
||||||||
Total: |
|||||||||||
Operating |
1,817 |
1,665 |
1,858 |
||||||||
Available |
2,431 |
2,576 |
2,548 |
||||||||
UTILIZATION (1) |
|||||||||||
Deepwater |
75 |
% |
75 |
% |
99 |
% | |||||
Jack-up |
75 |
% |
63 |
% |
69 |
% | |||||
Total |
75 |
% |
65 |
% |
73 |
% | |||||
AVERAGE DAY RATES (2) (in thousands) |
|||||||||||
Deepwater |
$ |
592.1 |
$ |
464.5 |
$ |
612.4 |
|||||
Jack-up |
$ |
135.7 |
$ |
156.6 |
$ |
182.3 |
|||||
Total |
$ |
203.5 |
$ |
207.6 |
$ |
266.0 |
|||||
REBILLABLES (3) (in millions) |
|||||||||||
Deepwater |
$ |
0.8 |
$ |
0.2 |
$ |
1.2 |
|||||
Jack-up |
3.4 |
5.3 |
3.4 |
||||||||
Total |
$ |
4.2 |
$ |
5.5 |
$ |
4.6 |
|||||
(1) Available rig days and utilization exclude cold-stacked days. |
|||||||||||
(2) Average day rates exclude other revenue, which is primarily revenue received for contract reimbursable costs. | |||||||||||
(3) Rebillable operating costs equally offset with rebillable revenue. |
ROWAN COMPANIES PLC RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In millions, except per share amounts) (Unaudited) | ||||||||||||||||||||
Three months ended |
||||||||||||||||||||
March 31, |
||||||||||||||||||||
2017 |
2016 |
|||||||||||||||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION (EBITDA): |
||||||||||||||||||||
GAAP NET INCOME |
$ |
10.3 |
$ |
122.8 |
||||||||||||||||
Depreciation and amortization |
99.1 |
98.9 |
||||||||||||||||||
Other expense, net |
37.8 |
40.5 |
||||||||||||||||||
Income tax expense |
29.7 |
4.1 |
||||||||||||||||||
NON-GAAP ADJUSTED EBITDA |
$ |
176.9 |
$ |
266.3 |
||||||||||||||||
SOURCE Rowan Companies plc
HOUSTON, April 19, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of April 19, 2017. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in advance of earnings.
Rowan is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, composed of 25 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, April 3, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report earnings for the first quarter on Tuesday, May 2nd, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
877-201-0168 (U.S. and Canada)
647-788-4901 (International)
81482409 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, composed of 25 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, Feb. 24, 2017 /PRNewswire/ -- For the quarter ended December 31, 2016, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) reported a net loss of $24.4 million, or $0.19 per diluted share, compared to net income of $124.4 million, or $0.99 per diluted share, in the fourth quarter of 2015. The net loss for the current quarter included a $33.6 million (after tax), or $0.27 per share, loss on extinguishment of $463.9 million of debt. The net income for the prior-year quarter included a gain on the sale of the Rowan Louisiana of $6.3 million (after tax), or $0.05 per share, and a $1.0 million loss on extinguishment of debt (after tax), or $0.01 per share.
Rowan's revenues were $351.8 million in the fourth quarter of 2016, a decrease of 34% from the prior-year quarter driven by a 41% decline in the Deepwater segment and a 30% decline in the Jack-up segment. The Deepwater decline resulted from Rowan Relentless being idle and Rowan Resolute operating at a reduced day rate due to the blend and extend amendment to its contract. Jack-up revenues were impacted by lower utilization and lower day rates.
Tom Burke, President and Chief Executive Officer, commented, "In the past year, we displayed outstanding operational and safety performance, exercised financial discipline, improved our liquidity and strengthened our balance sheet, and announced a groundbreaking partnership with Saudi Aramco. While we are cognizant that 2017 still presents many challenges, we are hopeful that the commodity price improvement and increase in potential drilling activity will guide our industry toward recovery. Through our continued focus on safe, reliable and efficient operations, we will seek to take advantage of any market recovery."
Rowan will conduct its earnings conference call on Friday, February 24, 2017, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (877) 201-0168, or internationally (647) 788-4901. The conference ID is 43395815. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, download and install any necessary software.
Rowan is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, comprised of 25 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to numerous risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices and impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy in our areas of operations that may result in loss or seizure of assets or interruption of operations; impairments; the outcome of disputes, including tax disputes and legal proceedings; and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles (GAAP) in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the table entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
ROWAN COMPANIES PLC | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(In millions, except per share amounts) | |||||||||||||||
(Unaudited) | |||||||||||||||
Three months ended December 31, |
Twelve months ended December 31, | ||||||||||||||
2016 |
2015 |
2016 |
2015 | ||||||||||||
REVENUES |
$ |
351.8 |
$ |
535.8 |
$ |
1,843.2 |
$ |
2,137.0 |
|||||||
COSTS AND EXPENSES: |
|||||||||||||||
Direct operating costs (excluding items below) |
179.9 |
235.8 |
778.2 |
993.1 |
|||||||||||
Depreciation and amortization |
101.7 |
102.2 |
402.9 |
391.4 |
|||||||||||
Selling, general and administrative |
25.6 |
27.4 |
102.1 |
115.8 |
|||||||||||
(Gain) loss on disposals of property and equipment |
3.4 |
(9.8) |
8.7 |
(7.7) |
|||||||||||
Material charges and other operating items |
— |
— |
32.9 |
337.3 |
|||||||||||
Total costs and expenses |
310.6 |
355.6 |
1,324.8 |
1,829.9 |
|||||||||||
INCOME FROM OPERATIONS |
41.2 |
180.2 |
518.4 |
307.1 |
|||||||||||
OTHER INCOME (EXPENSE): |
|||||||||||||||
Interest expense, net of interest capitalized |
(38.9) |
(40.4) |
(155.5) |
(145.3) |
|||||||||||
Interest income |
1.7 |
0.3 |
3.8 |
1.1 |
|||||||||||
Loss on extinguishment of debt |
(33.6) |
(1.5) |
(31.2) |
(1.5) |
|||||||||||
Other - net |
(4.5) |
(0.8) |
(9.9) |
(3.7) |
|||||||||||
Total other (expense), net |
(75.3) |
(42.4) |
(192.8) |
(149.4) |
|||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
(34.1) |
137.8 |
325.6 |
157.7 |
|||||||||||
Provision (benefit) for income taxes |
(9.7) |
13.4 |
5.0 |
64.4 |
|||||||||||
NET INCOME (LOSS) |
$ |
(24.4) |
$ |
124.4 |
$ |
320.6 |
$ |
93.3 |
|||||||
NET INCOME (LOSS) PER SHARE - DILUTED |
$ |
(0.19) |
$ |
0.99 |
$ |
2.55 |
$ |
0.75 |
|||||||
WEIGHTED AVERAGE SHARES - BASIC |
125.4 |
124.8 |
125.3 |
124.5 |
|||||||||||
WEIGHTED AVERAGE SHARES - DILUTED |
125.4 |
125.8 |
126.3 |
125.2 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
December 31, |
December 31, | ||||||
ASSETS |
|||||||
CURRENT ASSETS: |
|||||||
Cash and cash equivalents |
$ |
1,255.5 |
$ |
484.2 |
|||
Receivables - trade and other |
301.3 |
410.5 |
|||||
Prepaid expenses and other current assets |
23.5 |
26.6 |
|||||
Total current assets |
1,580.3 |
921.3 |
|||||
Property and equipment - net |
7,060.0 |
7,405.8 |
|||||
Other assets |
35.3 |
20.2 |
|||||
$ |
8,675.6 |
$ |
8,347.3 |
||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||
CURRENT LIABILITIES: |
|||||||
Current portion of long-term debt |
$ |
126.8 |
$ |
— |
|||
Accounts payable - trade |
94.3 |
109.6 |
|||||
Deferred revenues |
103.9 |
33.1 |
|||||
Accrued liabilities |
158.8 |
186.0 |
|||||
Total current liabilities |
483.8 |
328.7 |
|||||
Long-term debt, less current portion |
2,553.4 |
2,692.4 |
|||||
Other liabilities |
338.8 |
357.9 |
|||||
Deferred income taxes - net |
185.7 |
195.8 |
|||||
Commitments and contingent liabilities |
|||||||
Shareholders' equity |
5,113.9 |
4,772.5 |
|||||
$ |
8,675.6 |
$ |
8,347.3 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
Twelve months ended December 31, | |||||||
2016 |
2015 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||
Net income |
$ |
320.6 |
$ |
93.3 |
|||
Adjustments to reconcile net income to net cash provided by operations: |
|||||||
Depreciation and amortization |
402.9 |
392.7 |
|||||
Provision for pension and postretirement benefits |
15.0 |
34.0 |
|||||
Share-based compensation expense |
34.6 |
33.6 |
|||||
(Gain) loss on disposals of property and equipment |
8.7 |
(7.7) |
|||||
Deferred income taxes |
(37.9) |
(1.1) |
|||||
Contingent payment derivative |
(6.1) |
— |
|||||
Asset impairment charges |
34.3 |
329.8 |
|||||
Other |
3.7 |
0.5 |
|||||
Net changes in current assets and liabilities |
78.8 |
156.0 |
|||||
Other postretirement benefit claims paid |
(7.9) |
(4.4) |
|||||
Contributions to pension plans |
(22.5) |
(11.4) |
|||||
Deferred revenues |
63.7 |
(3.1) |
|||||
Net changes in other noncurrent assets and liabilities |
12.7 |
(15.3) |
|||||
Net cash provided by operating activities |
900.6 |
996.9 |
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||
Capital expenditures |
(117.6) |
(722.9) |
|||||
Proceeds from disposals of property and equipment |
6.2 |
19.4 |
|||||
Net cash used in investing activities |
(111.4) |
(703.5) |
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||
Proceeds from borrowings |
500.0 |
220.0 |
|||||
Reduction of long-term debt |
(511.8) |
(317.9) |
|||||
Dividends paid |
— |
(50.5) |
|||||
Debt issue costs |
(8.7) |
— |
|||||
Excess tax benefits from share-based compensation |
2.6 |
— |
|||||
Net cash used in financing activities |
(17.9) |
(148.4) |
|||||
INCREASE IN CASH AND CASH EQUIVALENTS |
771.3 |
145.0 |
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
484.2 |
339.2 |
|||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ |
1,255.5 |
$ |
484.2 |
ROWAN COMPANIES PLC | |||||||||||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||||||||||||||
(In millions) | |||||||||||||||
(Unaudited) | |||||||||||||||
Three months ended December 31, |
Twelve months ended December 31, | ||||||||||||||
2016 |
2015 |
2016 |
2015 | ||||||||||||
Deepwater: |
|||||||||||||||
Revenues |
$ |
128.5 |
$ |
218.1 |
$ |
827.5 |
$ |
747.8 |
|||||||
Operating expenses: |
|||||||||||||||
Direct operating costs (excluding items below) |
46.6 |
69.3 |
222.0 |
276.6 |
|||||||||||
Depreciation and amortization |
29.0 |
28.2 |
115.0 |
94.6 |
|||||||||||
Selling, general and administrative |
— |
— |
— |
— |
|||||||||||
Other operating items |
(0.3) |
— |
0.1 |
— |
|||||||||||
Income from operations |
$ |
53.2 |
$ |
120.6 |
$ |
490.4 |
$ |
376.6 |
|||||||
Jack-ups: |
|||||||||||||||
Revenues |
$ |
223.3 |
$ |
317.7 |
$ |
1,015.7 |
$ |
1,389.2 |
|||||||
Operating expenses: |
|||||||||||||||
Direct operating costs (excluding items below) |
133.3 |
166.5 |
556.2 |
716.5 |
|||||||||||
Depreciation and amortization |
71.6 |
70.7 |
282.6 |
283.9 |
|||||||||||
Selling, general and administrative |
— |
— |
— |
— |
|||||||||||
Other operating items |
3.6 |
(9.7) |
40.9 |
328.8 |
|||||||||||
Income from operations |
$ |
14.8 |
$ |
90.2 |
$ |
136.0 |
60.0 |
||||||||
Unallocated costs and other: |
|||||||||||||||
Revenues |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
|||||||
Operating expenses: |
|||||||||||||||
Direct operating costs (excluding items below) |
— |
— |
— |
— |
|||||||||||
Depreciation and amortization |
1.1 |
3.3 |
5.3 |
12.9 |
|||||||||||
Selling, general and administrative |
25.6 |
27.4 |
102.1 |
115.8 |
|||||||||||
Other operating items |
0.1 |
(0.1) |
0.6 |
0.8 |
|||||||||||
Loss from operations |
$ |
(26.8) |
$ |
(30.6) |
$ |
(108.0) |
$ |
(129.5) |
|||||||
Consolidated: |
|||||||||||||||
Revenues |
$ |
351.8 |
$ |
535.8 |
$ |
1,843.2 |
$ |
2,137.0 |
|||||||
Operating expenses: |
|||||||||||||||
Direct operating costs (excluding items below) |
179.9 |
235.8 |
778.2 |
993.1 |
|||||||||||
Depreciation and amortization |
101.7 |
102.2 |
402.9 |
391.4 |
|||||||||||
Selling, general and administrative |
25.6 |
27.4 |
102.1 |
115.8 |
|||||||||||
Other operating items |
3.4 |
(9.8) |
41.6 |
329.6 |
|||||||||||
Income from operations |
$ |
41.2 |
$ |
180.2 |
$ |
518.4 |
$ |
307.1 |
ROWAN COMPANIES PLC | |||||||||||||||||||
SUPPLEMENTAL OPERATING INFORMATION | |||||||||||||||||||
(Unaudited) | |||||||||||||||||||
Three months ended |
Twelve months ended | ||||||||||||||||||
December 31, |
September 30, |
December 31, |
December 31, | ||||||||||||||||
2016 |
2016 |
2015 |
2016 |
2015 | |||||||||||||||
RIG DAYS (1) |
|||||||||||||||||||
Deepwater: |
|||||||||||||||||||
Operating |
276 |
276 |
348 |
1,238 |
1,178 |
||||||||||||||
Available |
368 |
368 |
368 |
1,464 |
1,263 |
||||||||||||||
Jack-up: |
|||||||||||||||||||
Operating |
1,389 |
1,509 |
1,758 |
5,999 |
7,852 |
||||||||||||||
Available |
2,208 |
2,208 |
2,250 |
8,784 |
9,558 |
||||||||||||||
Total: |
|||||||||||||||||||
Operating |
1,665 |
1,785 |
2,106 |
7,237 |
9,030 |
||||||||||||||
Available |
2,576 |
2,576 |
2,618 |
10,248 |
10,821 |
||||||||||||||
UTILIZATION (1) |
|||||||||||||||||||
Deepwater |
75 |
% |
75 |
% |
95 |
% |
85 |
% |
93 |
% | |||||||||
Jack-up |
63 |
% |
68 |
% |
78 |
% |
68 |
% |
82 |
% | |||||||||
Total |
65 |
% |
69 |
% |
80 |
% |
71 |
% |
83 |
% | |||||||||
AVERAGE DAY RATES (2) (in thousands) |
|||||||||||||||||||
Deepwater (3) |
$ |
464.5 |
$ |
490.0 |
$ |
623.3 |
$ |
550.7 |
$ |
620.5 |
|||||||||
Jack-up |
$ |
156.6 |
$ |
158.8 |
$ |
176.3 |
$ |
165.8 |
$ |
173.4 |
|||||||||
Total (3) |
$ |
207.6 |
$ |
210.1 |
$ |
250.1 |
$ |
231.7 |
$ |
231.7 |
|||||||||
REBILLABLES (4) (in millions) |
|||||||||||||||||||
Deepwater |
$ |
0.2 |
$ |
(0.2) |
$ |
1.4 |
$ |
2.7 |
$ |
17.0 |
|||||||||
Jack-up |
5.3 |
4.5 |
6.5 |
18.2 |
26.1 |
||||||||||||||
Total |
$ |
5.5 |
$ |
4.3 |
$ |
7.9 |
$ |
20.9 |
$ |
43.1 |
|||||||||
(1) Available rig days and utilization exclude cold-stacked days. | |||||||||||||||||||
(2) Average day rates exclude other revenue, which is primarily revenue received for contract reimbursable costs. | |||||||||||||||||||
(3) The twelve months ended December 31, 2016 includes 143 operating days for the Rowan Relentless up to the contract termination. | |||||||||||||||||||
(4) Rebillable operating costs equally offset with rebillable revenue. |
ROWAN COMPANIES PLC | ||||||||||||||||||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||||||||||||||||||||||||||||||
(In millions, except per share amounts) | ||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
Three months ended December 31, 2016 |
Three months ended December 31, 2015 | |||||||||||||||||||||||||||||||
Pretax |
Tax |
Net |
Diluted EPS* |
Pretax |
Tax |
Net |
Diluted EPS* | |||||||||||||||||||||||||
GAAP NET INCOME (LOSS) |
$ |
(34.1) |
$ |
9.7 |
$ |
(24.4) |
$ |
(0.19) |
$ |
137.8 |
$ |
(13.4) |
$ |
124.4 |
$ |
0.99 |
||||||||||||||||
Loss on debt extinguishment |
33.6 |
— |
33.6 |
0.27 |
1.5 |
(0.5) |
1.0 |
0.01 |
||||||||||||||||||||||||
Gain on sale of Rowan Louisiana |
— |
— |
— |
— |
(9.7) |
3.4 |
(6.3) |
(0.05) |
||||||||||||||||||||||||
NON-GAAP NET INCOME |
$ |
(0.5) |
$ |
9.7 |
$ |
9.2 |
$ |
0.08 |
$ |
129.6 |
$ |
(10.5) |
$ |
119.1 |
$ |
0.95 |
||||||||||||||||
Twelve months ended December 31, 2016 |
Twelve months ended December 31, 2015 | |||||||||||||||||||||||||||||||
Pretax |
Tax |
Net |
Diluted EPS* |
Pretax |
Tax |
Net |
Diluted EPS* | |||||||||||||||||||||||||
GAAP NET INCOME |
$ |
325.6 |
$ |
(5.0) |
$ |
320.6 |
$ |
2.55 |
$ |
157.7 |
$ |
(64.4) |
$ |
93.3 |
$ |
0.75 |
||||||||||||||||
Customer contract termination settlement |
(120.0) |
— |
(120.0) |
(0.95) |
— |
— |
— |
— |
||||||||||||||||||||||||
Non-cash asset impairment charges |
34.3 |
— |
34.3 |
0.27 |
329.8 |
(56.0) |
273.8 |
2.18 |
||||||||||||||||||||||||
Litigation-related charge (credit) |
(1.4) |
— |
(1.4) |
(0.01) |
7.6 |
(2.7) |
4.9 |
0.04 |
||||||||||||||||||||||||
Loss on debt extinguishment |
31.2 |
— |
31.2 |
0.25 |
1.5 |
(0.5) |
1.0 |
0.01 |
||||||||||||||||||||||||
Gain on sale of Rowan Louisiana |
— |
— |
— |
— |
(9.7) |
3.4 |
(6.3) |
(0.05) |
||||||||||||||||||||||||
Discrete tax item |
— |
— |
— |
— |
— |
75.3 |
75.3 |
0.60 |
||||||||||||||||||||||||
NON-GAAP NET INCOME |
$ |
269.7 |
$ |
(5.0) |
$ |
264.7 |
$ |
2.11 |
$ |
486.9 |
$ |
(44.9) |
$ |
442.0 |
$ |
3.53 |
||||||||||||||||
* Per share amounts may not sum due to rounding. |
||||||||||||||||||||||||||||||||
Three months ended |
Twelve months ended |
|||||||||||||||||||||||||||||||
December 31, |
December 31, |
|||||||||||||||||||||||||||||||
2016 |
2015 |
2016 |
2015 |
|||||||||||||||||||||||||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION (EBITDA): |
||||||||||||||||||||||||||||||||
GAAP NET INCOME (LOSS) |
$ |
(24.4) |
$ |
124.4 |
$ |
320.6 |
$ |
93.3 |
||||||||||||||||||||||||
Depreciation and amortization |
101.7 |
102.2 |
402.9 |
391.4 |
||||||||||||||||||||||||||||
Other expense, net |
41.7 |
40.9 |
161.6 |
147.9 |
||||||||||||||||||||||||||||
Income tax expense (benefit) |
(9.7) |
13.4 |
5.0 |
64.4 |
||||||||||||||||||||||||||||
Customer contract termination settlement |
— |
— |
(120.0) |
— |
||||||||||||||||||||||||||||
Non-cash asset impairment charges |
— |
— |
34.3 |
329.8 |
||||||||||||||||||||||||||||
Litigation-related charge (credit) |
— |
— |
(1.4) |
7.6 |
||||||||||||||||||||||||||||
Loss on debt extinguishment |
33.6 |
1.5 |
31.2 |
1.5 |
||||||||||||||||||||||||||||
Gain on sale of Rowan Louisiana |
— |
(9.7) |
— |
(9.7) |
||||||||||||||||||||||||||||
NON-GAAP ADJUSTED EBITDA |
$ |
142.9 |
$ |
272.7 |
$ |
834.2 |
$ |
1,026.2 |
||||||||||||||||||||||||
SOURCE Rowan Companies plc
HOUSTON, Feb. 14, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of February 14, 2017. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in advance of earnings.
Rowan is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, composed of 25 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, Jan. 23, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report earnings for the fourth quarter and full year 2016 on Friday, February 24, 2017, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
877-201-0168 (U.S. and Canada)
647-788-4901 (International)
43395815 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, composed of 25 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, Jan. 4, 2017 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) today announced final results and expiration of the previously announced cash tender offers (the "Tender Offers") to purchase the outstanding senior notes of Rowan Companies, Inc., a Delaware corporation and indirect, wholly owned subsidiary of the Company ("RCI"), listed in the table below (collectively, the "Notes"), for a maximum aggregate purchase price of up to $750 million, excluding accrued and unpaid interest.
According to information received from Global Bondholder Services Corporation ("GBSC"), the Tender and Information Agent for the Tender Offers, as of 12:00 midnight (New York City time) on January 3, 2017, RCI had received valid tenders from holders of the Notes as outlined in the table below.
Title of Notes |
CUSIP |
Aggregate Principal Amount |
Total Principal Amount |
Total Purchase Price |
5.000% Senior Notes due 2017 |
779382AN0 |
$357,730,000 |
$265,680,000 |
$272,450,790 |
7.875% Senior Notes due 2019 |
779382AK6 |
$396,518,000 |
$187,591,000 |
$208,198,710 |
4.875% Senior Notes due 2022 |
779382AP5 |
$700,000,000 |
$43,401,000 |
$41,013,945 |
4.750% Senior Notes due 2024 |
779382AR1 |
$400,000,000 |
$1,883,000 |
$1,694,700 |
(1) Aggregate principal amount outstanding as of December 2, 2016, the date of commencement of the Tender Offers.
(2) Excludes accrued and unpaid interest.
On the date hereof, RCI intends to accept and purchase all Notes validly tendered and not validly withdrawn that have not already been accepted and purchased. Payments for the Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the date hereof.
Citigroup Global Markets Inc. ("Citigroup"), MUFG Securities Americas Inc. ("MUFG"), BofA Merrill Lynch and Barclays Capital Inc. ("Barclays") acted as the Dealer Managers in the Tender Offers. GBSC served as the Tender and Information Agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Citigroup at (toll free) (800) 558-3745 or (collect) (212) 723-6106, MUFG at (toll free) (877) 744-4532 or (collect) (212) 405-7481, BofA Merrill Lynch at (toll free) (888) 292-0070 or (collect) (980) 388-3646 or Barclays (toll free) (800) 438-3242 or (collect) (212) 528-7581.
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers were made only pursuant to the Offer to Purchase, dated December 5, 2016, as amended on December 19, 2016, and only in such jurisdictions as permitted under applicable law.
The Company is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, composed of 25 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation, early termination or renegotiation by our customers of drilling contracts, risks associated with fixed cost drilling operations, cost overruns or delays in transportation of drilling units, cost overruns or delays in maintenance and repairs, cost overruns or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets, impairments, the outcome of disputes, including tax disputes, and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
SOURCE Rowan Companies plc
HOUSTON, Dec. 19, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) today announced:
This announcement amends RCI's Offer to Purchase, dated December 5, 2016 (as amended, the "Offer to Purchase"). Other than the amendments described above, all terms and conditions in the Offer to Purchase remain unchanged.
According to information received from Global Bondholder Services Corporation ("GBSC"), the Tender and Information Agent for the Amended Tender Offers, as of 5:00 p.m., New York City time, on December 16, 2016 (that date and time, the "Early Tender Time"), RCI had received valid tenders from holders of the Notes as outlined in the table below.
Title of Notes |
CUSIP Number |
Tender Cap (U.S. $)(1) |
Acceptance Level |
Principal (U.S. $) |
Principal |
Total |
Tender Offer |
Amended |
5.000% Senior Notes due 2017 |
779382AN0 |
N/A |
1 |
$265,545,000 |
$265,545,000 |
$1,025.50 |
$995.50 |
N/A |
7.875% Senior Notes due 2019 |
779382AK6 |
$207,215,910 |
2 |
$186,681,000 |
$186,681,000 |
$1,110.00 |
$1,080.00 |
N/A |
4.875% Senior Notes due 2022 |
779382AP5 |
$235,000,000 |
3 |
$9,837,000 |
$9,837,000 |
$945.00(4) |
N/A |
$945.00(5) |
4.750% Senior Notes due 2024 |
779382AR1 |
$50,000,000 |
4 |
$1,883,000 |
$1,883,000 |
$900.00 |
N/A |
$900.00(5) |
__________
(1) The Tender Caps apply to the aggregate purchase price, excluding accrued and unpaid interest, of the applicable series of Notes. |
(2) The amounts, which exclude accrued and unpaid interest, will be paid per U.S. $1000.00 on the Early Settlement Date (defined below). |
(3) Holders who tender 5.000% Senior Notes due 2017 (the "2017 Notes") or 2019 Notes after the Early Tender Time will receive only the Tender Offer Consideration per U.S. $1,000.00 and no Early Tender Premium. Holders who tender 2022 Notes or 2024 Notes after the Early Tender Time will receive only the amounts shown under "Amended Tender Offer Consideration per U.S. $1,000.00" and no Early Tender Premium. All amounts exclude accrued and unpaid interest. |
(4) Reflects an increase of $15.00 over the Total Consideration per U.S. $1,000.00 set forth in the Offer to Purchase distributed on December 5, 2016 with respect to the 2022 Notes. |
(5) Reflects increases of $45.00 and $30.00 over the Tender Offer Consideration per U.S. $1,000.00 set forth in the Offer to Purchase distributed on December 5, 2016 with respect to the 2022 Notes and the 2024 Notes, respectively. |
The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were tendered before the Early Tender Time and any additional Notes that are tendered at or prior to 12:00 midnight, New York City time, at the end of the day on January 3, 2017 (the "Expiration Date") may not be withdrawn, except in the limited circumstances described in the Offer to Purchase.
The Amended Tender Offers are subject to the conditions described in the Offer to Purchase. However, the financing condition described in the Offer to Purchase is expected to be satisfied on the date hereof, upon the closing of RCI's previously announced offering of senior notes in an aggregate principal amount of $500,000,000. Subject to the satisfaction or waiver of all remaining conditions to the Amended Tender Offers described in RCI's Offer to Purchase having been either satisfied or waived by RCI, RCI intends to accept for purchase all of the Notes validly tendered (and not validly withdrawn) before the Early Tender Time. These Notes will be purchased on the "Early Settlement Date," which is currently expected to occur on the date hereof.
Payments for the Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable Settlement Date (as such term is defined in the Offer to Purchase). Holders of Notes that were validly tendered (and not validly withdrawn) prior to the Early Tender Time and accepted for purchase pursuant to the Amended Tender Offers will receive the applicable Total Consideration (as set forth in the table above) for such series, which includes the early tender premium of $30.00 for each series of Notes as set forth in the Offer to Purchase (the "Early Tender Premium").
Notes that have been validly tendered and not validly withdrawn on or before the Early Tender Time will be accepted for purchase in priority to other Notes tendered after the Early Tender Time even if such Notes tendered after the Early Tender Time have a higher acceptance priority level than Notes tendered prior to the Early Tender Time. The acceptance priority levels are specified in the table above and on the cover page of the Offer to Purchase in the column entitled "Acceptance Priority Level" (the "Acceptance Priority Levels"), with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level.
Notes of a series tendered after the Early Tender Time and prior to the Expiration Date may be subject to proration if the aggregate purchase price, excluding accrued interest, of the Notes of such series validly tendered and not validly withdrawn is greater than the applicable tender cap (specified in the table above in the column entitled "Tender Cap") or would cause the Aggregate Maximum Purchase Price to be exceeded.
Full details of the terms and conditions of the Amended Tender Offers are set forth in the Offer to Purchase, which is available from GBSC.
Citigroup Global Markets Inc. ("Citigroup"), MUFG Securities Americas Inc. ("MUFG"), BofA Merrill Lynch and Barclays Capital Inc. ("Barclays") are the Dealer Managers in the Amended Tender Offers. GBSC has been retained to serve as the Tender and Information Agent for the Amended Tender Offers. Persons with questions regarding the Amended Tender Offers should contact Citigroup at (toll free) (800) 558-3745 or (collect) (212) 723-6106, MUFG at (toll free) (877) 744-4532 or (collect) (212) 405-7481, BofA Merrill Lynch at (toll free) (888) 292-0070 or (collect) (980) 388-3646 or Barclays (toll free) (800) 438-3242 or (collect) (212) 528-7581. Requests for the Offer to Purchase should be directed to GBSC at (toll free) (866) 794-2200 or (collect) (212) 430-3774.
None of the Company, its board of directors, its officers, the Dealer Managers, the depositary, the Tender and Information agent or the trustee with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender.
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Amended Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Amended Tender Offers are required to be made by a licensed broker or dealer, the Amended Tender Offers will be deemed to be made on behalf of RCI by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
The Company is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, composed of 25 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation, early termination or renegotiation by our customers of drilling contracts, risks associated with fixed cost drilling operations, cost overruns or delays in transportation of drilling units, cost overruns or delays in maintenance and repairs, cost overruns or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets, impairments, the outcome of disputes, including tax disputes, and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
2800 Post Oak Blvd., Suite 5450, Houston, Texas 77056
Tel: (713) 621-7800
SOURCE Rowan Companies plc
HOUSTON, Dec. 7, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today the pricing of an underwritten public offering of $500 million in aggregate principal amount of 7.375% senior unsecured notes due 2025 (the "Notes"). The Notes will be the senior, unsecured obligations of Rowan Companies, Inc., a Delaware corporation and indirect, wholly owned subsidiary of the Company ("RCI"). The Notes will be fully and unconditionally guaranteed, on a senior, unsecured basis, by the Company. The expected settlement date for the offering is December 19, 2016, subject to customary closing conditions.
The Company intends to use the net proceeds of the offering, 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 RCI's 5.000% senior notes due 2017, 7.875% senior notes due 2019, 4.875% senior notes due 2022 and 4.750% senior notes due 2024. If the Tender Offers, which are subject to market conditions and other factors, including a $100 million cap with respect to the senior notes due 2019, a $235 million cap with respect to the senior notes due 2022 and a $50 million cap with respect to the senior notes due 2024, 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 those proceeds for general corporate purposes, including capital expenditures.
BofA Merrill Lynch and Barclays Capital Inc. are acting as joint book-running managers for the senior notes offering.
The offering is being made pursuant to an effective automatic shelf registration statement on Form S-3 (Registration No. 333-204157) previously filed with the U.S. Securities & Exchange Commission (the "SEC"). A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering have been filed with the SEC, and may be obtained free of charge at the SEC's website at http://www.sec.gov or from the underwriters of the offering upon request by contacting BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@baml.com or Barclays Capital Inc. at 1-888-603-5847.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities are being offered by means of a prospectus supplement and accompanying prospectus and only to such persons and in such jurisdictions as is permitted under applicable law. The Tender Offers are made subject to the terms of an offer to purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers are deemed to be made on behalf of Rowan by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
The Company is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, composed of 25 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC."
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation, early termination or renegotiation by our customers of drilling contracts, risks associated with fixed cost drilling operations, cost overruns or delays in transportation of drilling units, cost overruns or delays in maintenance and repairs, cost overruns or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets, impairments, the outcome of disputes, including tax disputes, and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
SOURCE Rowan Companies plc
HOUSTON, Dec. 5, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) today announced that Rowan Companies, Inc., a Delaware corporation and indirect, wholly owned subsidiary of the Company ("RCI"), has launched offers to purchase for cash (collectively, the "Tender Offers" and each a "Tender Offer") its outstanding senior notes listed in the table below (collectively, the "Notes"), upon the terms and conditions described in RCI's Offer to Purchase dated December 5, 2016 (the "Offer to Purchase").
Aggregate |
Dollars per U.S. $1,000 Principal | ||||||
Title of Notes |
CUSIP Number |
Tender Cap (U.S. $)(2) |
Acceptance |
Tender Offer |
Early Tender (U.S. $) |
Total | |
5.000% Senior Notes due 2017 |
779382AN0 |
$357,730,000 |
N/A |
1 |
$995.50 |
$30.00 |
$1,025.50 |
7.875% Senior Notes due 2019 |
779382AK6 |
$396,518,000 |
$100,000,000 |
2 |
$1,080.00 |
$30.00 |
$1,110.00 |
4.875% Senior Notes due 2022 |
779382AP5 |
$700,000,000 |
$235,000,000 |
3 |
$900.00 |
$30.00 |
$930.00 |
4.750% Senior Notes due 2024 |
779382AR1 |
$400,000,000 |
$50,000,000 |
4 |
$870.00 |
$30.00 |
$900.00 |
(1) |
Aggregate principal amount outstanding as of December 2, 2016. |
(2) |
The Tender Caps apply to the aggregate purchase price, excluding accrued interest, of the applicable series of Notes. |
(3) |
Does not include accrued interest, which will be paid in addition to the Total Consideration or the Tender Offer Consideration, as applicable. |
(4) |
Includes the Early Tender Premium. |
RCI is offering to purchase an aggregate principal amount of Notes that will not result in an aggregate amount that all holders of the Notes are entitled to receive in the Tender Offers, excluding accrued and unpaid interest, that exceeds $750,000,000 (such purchase price, subject to increase by RCI, the "Aggregate Maximum Purchase Price").
Subject to the Aggregate Maximum Purchase Price, the amount of a series of Notes that is purchased in the Tender Offers on any settlement date will be based on the order of priority set forth in the above table (with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level), subject to the proration arrangements applicable to the Tender Offers. In addition, no more than $100 million aggregate purchase price, excluding accrued interest (subject to increase by RCI, the "2019 Tender Cap") of RCI's 7.875% senior notes due 2019 (the "2019 Notes"), no more than $235 million aggregate purchase price, excluding accrued interest (subject to increase by RCI, the "2022 Tender Cap"), of RCI's 4.875% senior notes due 2022 (the "2022 Notes") and no more than $50 million aggregate purchase price, excluding accrued interest (subject to increase by RCI, the "2024 Tender Cap" and, together with the 2019 Tender Cap and the 2022 Tender Cap, the "Tender Caps"), of RCI's 4.750% senior notes due 2024 (the "2024 Notes") will be purchased in the Tender Offers.
Each Tender Offer is a separate offer and will expire at 12:00 midnight, New York City time, at the end of the day on January 3, 2017, unless individually amended, extended or terminated by RCI (the "expiration date"). No tenders submitted after the expiration date will be valid. Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offers will be the applicable Tender Offer Consideration set forth in the above table. Holders of Notes that are validly tendered prior to 5:00 p.m., New York City time, on December 16, 2016 (subject to extension, the "early tender time") and accepted for purchase pursuant to the applicable Tender Offer will receive the applicable Total Consideration set forth in the above table, which includes the applicable Tender Offer Consideration plus the applicable Early Tender Premium. Holders of Notes tendering their Notes after the early tender time will not be eligible to receive the Early Tender Premium. All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable settlement date.
Tendered Notes may be withdrawn from the Tender Offers prior to 5:00 p.m., New York City time, on December 16, 2016, unless extended by RCI (the "withdrawal deadline"). Holders of Notes who tender their Notes after the withdrawal deadline, but prior to the expiration date, may not withdraw their tendered Notes. RCI reserves the right, but is under no obligation, to increase the Aggregate Maximum Purchase Price and/or any or all of the Tender Caps at any time, subject to applicable law. If RCI increases the Aggregate Maximum Purchase Price and/or any or all of the Tender Caps, it does not expect to extend the withdrawal deadline, subject to applicable law.
RCI reserves the right, but is under no obligation, at any point following the early tender time and before the expiration date, to accept for purchase any Notes validly tendered prior to the early tender time. The early settlement date will be determined at RCI's option and is currently expected to occur on December 19, 2016, subject to all conditions to the Tender Offers having been either satisfied or waived by RCI as of the early settlement date. RCI will purchase any remaining Notes that have been validly tendered and accepted in the Tender Offers prior to the expiration date promptly following the expiration date. The final settlement date is expected to occur on January 4, 2017, the first business day following the expiration date. If RCI does not elect to have an early settlement date, payment for such Notes will be made on the final settlement date.
Subject to the Aggregate Maximum Purchase Price, the Tender Caps and proration, RCI will accept Notes for purchase in the Tender Offers in the following order:
(i) with respect to Notes validly tendered prior to the early tender time, all Notes having a higher Acceptance Priority Level will be accepted before any Notes validly tendered prior to the early tender time having a lower Acceptance Priority Level are accepted in the Tender Offers; and
(ii) with respect to Notes validly tendered after the early tender time, all Notes having a higher Acceptance Priority Level will be accepted before any Notes validly tendered after the early tender time having a lower Acceptance Priority Level are accepted in the Tender Offers.
If the aggregate purchase price, excluding accrued interest, of Notes validly tendered by the early tender time equals or exceeds the Aggregate Maximum Purchase Price, holders who validly tender Notes after the early tender time will not have any of their Notes accepted for purchase. Notes validly tendered prior to the early tender time will be accepted for purchase in priority to Notes validly tendered after the early tender time, even if Notes validly tendered after the early tender time have a higher Acceptance Priority Level than Notes validly tendered prior to the early tender time. Acceptance for tenders of Notes of a series may be subject to proration if the aggregate purchase price of such series of Notes validly tendered would result in an aggregate purchase price that exceeds the Aggregate Maximum Purchase Price. Acceptance for tenders of the 2019 Notes, the 2022 Notes and the 2024 Notes may be subject to proration if the aggregate purchase price, excluding accrued interest, of validly tendered 2019 Notes, 2022 Notes or 2024 Notes exceeds the applicable Tender Cap.
The Tender Offers are not conditioned upon the tender of any minimum principal amount of Notes of any series. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including RCI's concurrently announced offering of senior notes (the "notes offering") resulting in gross proceeds of at least $400 million to RCI.
RCI intends to fund the Tender Offers, including accrued and unpaid interest and fees and expenses payable in connection with the Tender Offers, with proceeds from the notes offering and cash on hand.
Citigroup Global Markets Inc. ("Citigroup"), MUFG Securities Americas Inc. ("MUFG"), BofA Merrill Lynch and Barclays Capital Inc. ("Barclays") are the Dealer Managers in the Tender Offers. Global Bondholder Services Corporation ("GBSC") has been retained to serve as the Tender and Information Agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Citigroup at (toll free) (800) 558-3745 or (collect) (212) 723-6106, MUFG at (toll free) (877) 744-4532 or (collect) (212) 405-7481, BofA Merrill Lynch at (toll free) (888) 292-0070 or (collect) (980) 388-3646 or Barclays (toll free) (800) 438-3242 or (collect) (212) 528-7581. Requests for the Offer to Purchase should be directed to GBSC at (toll free) (866) 794-2200 or (collect) (212) 430-3774.
None of the Company, its board of directors, its officers, the dealer managers, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender.
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of RCI by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
The Company is a global provider of contract drilling services with a fleet of 30 mobile offshore drilling units, composed of 26 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC."
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation, early termination or renegotiation by our customers of drilling contracts, risks associated with fixed cost drilling operations, cost overruns or delays in transportation of drilling units, cost overruns or delays in maintenance and repairs, cost overruns or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets, impairments, the outcome of disputes, including tax disputes, and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
SOURCE Rowan Companies plc
HOUSTON, Dec. 5, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today the launch of an underwritten public offering of $400 million in aggregate principal amount of senior unsecured notes due 2025 (the "Notes"). The Notes will be the senior, unsecured obligations of Rowan Companies, Inc., a Delaware corporation and indirect, wholly owned subsidiary of the Company ("RCI"). The Notes will be fully and unconditionally guaranteed, on a senior, unsecured basis, by the Company.
The Company intends to use the net proceeds of the offering, together with cash on hand, to fund tender offers (the "Tender Offers") to purchase for cash up to $750 million aggregate purchase price, excluding accrued interest, of RCI's 5.000% senior notes due 2017, 7.875% senior notes due 2019, 4.875% senior notes due 2022 and 4.750% senior notes due 2024. If the Tender Offers, which are subject to market conditions and other factors, including a $100 million cap with respect to the senior notes due 2019, a $235 million cap with respect to the senior notes due 2022 and a $50 million cap with respect to the senior notes due 2024, 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 those proceeds for general corporate purposes, including capital expenditures.
BofA Merrill Lynch and Barclays Capital Inc. will act as joint book-running managers for the senior notes offering.
The offering is being made pursuant to an effective automatic shelf registration statement on Form S-3 (Registration No. 333-204157) previously filed with the U.S. Securities & Exchange Commission (the "SEC"). A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering have been filed with the SEC, and may be obtained free of charge at the SEC's website at http://www.sec.gov or from the underwriters of the offering upon request by contacting BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@baml.com or Barclays Capital Inc. at 1-888-603-5847.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities will be offered by means of a prospectus supplement and accompanying prospectus and only to such persons and in such jurisdictions as is permitted under applicable law. The Tender Offers will be made subject to the terms of an offer to purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Rowan by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
The Company is a global provider of contract drilling services with a fleet of 30 mobile offshore drilling units, composed of 26 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC."
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation, early termination or renegotiation by our customers of drilling contracts, risks associated with fixed cost drilling operations, cost overruns or delays in transportation of drilling units, cost overruns or delays in maintenance and repairs, cost overruns or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets, impairments, the outcome of disputes, including tax disputes, and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
SOURCE Rowan Companies plc
HOUSTON, Nov. 28, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that Tom Burke, President and Chief Executive Officer, is scheduled to present at the Bank of America Merrill Lynch Conference in Boca Raton, Florida on Tuesday, November 29, 2016 beginning at 10:50 a.m. U.S. Eastern Time.
A live audio webcast of the presentation will be available in listen-only mode through Rowan's website at www.rowan.com. Please connect to our website at least 15 minutes prior to the scheduled start of the presentation to register, download and install any necessary audio software. Shortly after the live webcast, an archived version will be available on the website for approximately 90 days following the event.
Rowan is a global provider of contract drilling services with a fleet of 30 mobile offshore drilling units, composed of 26 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Central and South America. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, Nov. 21, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan") (NYSE: RDC) and the Saudi Arabian Oil Company ("Saudi Aramco") have signed, through their subsidiaries, an agreement to create a 50/50 joint venture to own, operate, and manage offshore drilling rigs in Saudi Arabia.
The new joint venture company will use Rowan's established business in Saudi Arabia as its base with a scope of operations covering Saudi Arabia's existing and future offshore oil and gas fields. The new company is anticipated to commence operations in the second quarter of 2017.
Tom Burke, President and Chief Executive Officer, stated, "Rowan has had a long and mutually beneficial relationship with Saudi Aramco and we welcome this opportunity to further strengthen our partnership and extend our commitment to the region. The new company will uniquely position Rowan to participate in the growing Saudi Arabian offshore drilling market, and provide Rowan with a compelling opportunity for a long-term partnership with the world's leading oil and gas company, and create a long-term, profitable growth platform with firm rig commitments."
At commencement of operations of the new company, Rowan will contribute three of its jack-up drilling rigs and Saudi Aramco will contribute two of its jack-up drilling rigs. Rowan will contribute an additional two jack-up rigs as they complete their current Saudi Aramco contracts in late 2018. The new company will also manage the operations of five Rowan jack-up rigs currently in Saudi Arabia, until their associated drilling contracts expire, which then may be released, leased by or contributed to the new company thereafter. Rowan and Saudi Aramco have committed the new company to purchase future newbuild rigs that will be constructed in Saudi Arabia.
Interested parties are invited to view additional materials on the Investor Relations page of Rowan's website at www.rowan.com.
Rowan is a global provider of contract drilling services with a fleet of 30 mobile offshore drilling units, comprised of 26 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation, early termination or renegotiation by our customers of drilling contracts, risks associated with fixed cost drilling operations, cost overruns or delays in transportation of drilling units, cost overruns or delays in maintenance and repairs, cost overruns or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets, impairments, the outcome of disputes, including tax disputes, and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
SOURCE Rowan Companies plc
HOUSTON, Nov. 1, 2016 /PRNewswire/ -- For the quarter ended September 30, 2016, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) reported net income of $5.5 million, or $0.04 per diluted share, compared to a net loss of $239.4 million, or $1.92 per diluted share, in the third quarter of 2015. Net income for the current quarter included a $34.3 million (after tax), or $0.27 per share, non-cash asset impairment charge and a $1.4 million (after tax), or $0.01 per share, credit from a litigation-related matter. The net loss for the prior-year quarter included a $273.8 million (after tax), or $2.19 per share, non-cash asset impairment charge and a $75.3 million, or $0.60 per share, income tax charge related to a valuation allowance on the Company's net U.S. deferred tax assets, and a $1.7 million (after tax), or $0.01 per share, charge related to a legal settlement.
Rowan's revenues were $379.4 million in the third quarter of 2016, a decrease of 30% from the prior-year quarter driven by a 39% decline in the Deepwater segment and a 25% decline in the Jack-up segment. The Deepwater decline resulted from Rowan Relentless being idle and Rowan Resolute operating at a reduced day rate due to the blend and extend amendment to its contract, partially offset by the strong performance of the Rowan Reliance, which experienced lower levels of downtime in the current quarter. Jack-up revenues were impacted by lower utilization and lower day rates.
Tom Burke, President and Chief Executive Officer, commented, "While revenues are under pressure given the weak activity levels worldwide, I am pleased with Rowan's response to this cyclical downturn. Our focus on continuous improvement has once again yielded exceptional operational performance with our fifth consecutive quarter of operational downtime of less than 2% and strong safety results. We have also continued to reduce costs, allowing us to build substantial liquidity and solidify our competitive position."
Rowan will conduct its earnings conference call on Tuesday, November 1, 2016, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (877) 201-0168, or internationally (647) 788-4901. The conference ID is 68158114. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, download and install any necessary software.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, comprised of 27 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation, early termination or renegotiation by our customers of drilling contracts, risks associated with fixed cost drilling operations, cost overruns or delays in transportation of drilling units, cost overruns or delays in maintenance and repairs, cost overruns or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets, impairments, the outcome of disputes, including tax disputes, and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles (GAAP) in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the table entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
ROWAN COMPANIES PLC | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(In millions, except per share amounts) | |||||||||||||||
(Unaudited) | |||||||||||||||
Three months ended September 30, |
Nine months ended September 30, | ||||||||||||||
2016 |
2015 |
2016 |
2015 | ||||||||||||
REVENUES |
$ |
379.4 |
$ |
545.4 |
$ |
1,491.4 |
$ |
1,601.2 |
|||||||
COSTS AND EXPENSES: |
|||||||||||||||
Direct operating costs (excluding items below) |
186.0 |
247.6 |
598.3 |
757.3 |
|||||||||||
Depreciation and amortization |
102.2 |
104.1 |
301.2 |
289.2 |
|||||||||||
Selling, general and administrative |
23.5 |
29.7 |
76.5 |
88.4 |
|||||||||||
Loss on disposals of property and equipment |
1.2 |
2.3 |
5.3 |
2.1 |
|||||||||||
Material charges and other operating items |
32.9 |
332.3 |
32.9 |
337.3 |
|||||||||||
Total costs and expenses |
345.8 |
716.0 |
1,014.2 |
1,474.3 |
|||||||||||
INCOME (LOSS) FROM OPERATIONS |
33.6 |
(170.6) |
477.2 |
126.9 |
|||||||||||
OTHER INCOME (EXPENSE): |
|||||||||||||||
Interest expense, net of interest capitalized |
(39.4) |
(41.3) |
(116.6) |
(104.9) |
|||||||||||
Gain on extinguishment of debt |
— |
— |
2.4 |
— |
|||||||||||
Interest income |
1.2 |
0.2 |
2.1 |
0.8 |
|||||||||||
Other - net |
(2.1) |
(1.8) |
(5.4) |
(2.9) |
|||||||||||
Total other (expense), net |
(40.3) |
(42.9) |
(117.5) |
(107.0) |
|||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
(6.7) |
(213.5) |
359.7 |
19.9 |
|||||||||||
Provision (benefit) for income taxes |
(12.2) |
25.9 |
14.7 |
50.9 |
|||||||||||
NET INCOME (LOSS) |
$ |
5.5 |
$ |
(239.4) |
$ |
345.0 |
$ |
(31.0) |
|||||||
NET INCOME (LOSS) PER SHARE - DILUTED |
$ |
0.04 |
$ |
(1.92) |
$ |
2.73 |
$ |
(0.25) |
|||||||
WEIGHTED AVERAGE SHARES - DILUTED |
126.7 |
124.8 |
126.4 |
124.5 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
September 30, |
December 31, | ||||||
ASSETS |
|||||||
CURRENT ASSETS: |
|||||||
Cash and cash equivalents |
$ |
1,037.5 |
$ |
484.2 |
|||
Receivables - trade and other |
440.5 |
410.5 |
|||||
Prepaid expenses and other current assets |
28.6 |
26.6 |
|||||
Total current assets |
1,506.6 |
921.3 |
|||||
Property and equipment - net |
7,143.3 |
7,405.8 |
|||||
Other assets |
15.1 |
20.2 |
|||||
$ |
8,665.0 |
$ |
8,347.3 |
||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||
CURRENT LIABILITIES: |
|||||||
Current portion of long-term debt |
$ |
357.1 |
$ |
— |
|||
Accounts payable - trade |
82.2 |
109.6 |
|||||
Deferred revenues |
78.4 |
33.1 |
|||||
Accrued liabilities |
160.1 |
186.0 |
|||||
Total current liabilities |
677.8 |
328.7 |
|||||
Long-term debt, less current portion |
2,288.5 |
2,692.4 |
|||||
Other liabilities |
356.7 |
357.9 |
|||||
Deferred income taxes - net |
184.8 |
195.8 |
|||||
Commitments and contingent liabilities |
|||||||
Shareholders' equity |
5,157.2 |
4,772.5 |
|||||
$ |
8,665.0 |
$ |
8,347.3 |
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
Nine months ended September 30, | |||||||
2016 |
2015 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||
Net income (loss) |
$ |
345.0 |
$ |
(31.0) |
|||
Adjustments to reconcile net income (loss) to net cash provided by operations: |
|||||||
Depreciation and amortization |
301.2 |
290.1 |
|||||
Deferred income taxes |
(21.9) |
(0.7) |
|||||
Provision for pension and other postretirement benefits |
13.0 |
23.8 |
|||||
Share-based compensation expense |
25.9 |
24.5 |
|||||
Loss on disposals of property and equipment |
5.3 |
2.1 |
|||||
Other postretirement benefit claims paid |
(6.6) |
(3.5) |
|||||
Contributions to pension plans |
(16.1) |
(11.0) |
|||||
Noncash loss on debt extinguishment |
0.3 |
— |
|||||
Contingent payment derivative |
(4.2) |
— |
|||||
Asset impairment charges |
34.3 |
329.8 |
|||||
Net changes in current assets and liabilities |
(15.9) |
32.0 |
|||||
Net changes in other noncurrent assets and liabilities |
28.3 |
2.8 |
|||||
Net cash provided by operating activities |
688.6 |
658.9 |
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||
Capital expenditures |
(88.5) |
(674.8) |
|||||
Proceeds from disposals of property and equipment |
1.1 |
5.1 |
|||||
Net cash used in investing activities |
(87.4) |
(669.7) |
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||
Proceeds from borrowings |
— |
220.0 |
|||||
Reductions of long-term debt |
(47.9) |
(220.0) |
|||||
Dividends paid |
— |
(37.9) |
|||||
Net cash used in financing activities |
(47.9) |
(37.9) |
|||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
553.3 |
(48.7) |
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
484.2 |
339.2 |
|||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ |
1,037.5 |
$ |
290.5 |
ROWAN COMPANIES PLC | |||||||||||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||||||||||||||
(In millions) | |||||||||||||||
(Unaudited) | |||||||||||||||
Three months ended September 30, |
Nine months ended September 30, | ||||||||||||||
2016 |
2015 |
2016 |
2015 | ||||||||||||
Deepwater: |
|||||||||||||||
Revenues |
$ |
135.1 |
$ |
220.9 |
$ |
699.0 |
$ |
529.7 |
|||||||
Operating expenses: |
|||||||||||||||
Direct operating costs (excluding items below) |
52.4 |
77.8 |
175.4 |
207.3 |
|||||||||||
Depreciation and amortization |
28.8 |
27.6 |
86.0 |
66.4 |
|||||||||||
Selling, general and administrative |
— |
— |
— |
— |
|||||||||||
Other operating items |
0.1 |
— |
0.4 |
— |
|||||||||||
Income from operations |
$ |
53.8 |
$ |
115.5 |
$ |
437.2 |
$ |
256.0 |
|||||||
Jack-ups: |
|||||||||||||||
Revenues |
$ |
244.3 |
$ |
324.5 |
$ |
792.4 |
$ |
1,071.5 |
|||||||
Operating expenses: |
|||||||||||||||
Direct operating costs (excluding items below) |
133.6 |
169.8 |
422.9 |
550.0 |
|||||||||||
Depreciation and amortization |
71.5 |
73.2 |
211.0 |
213.2 |
|||||||||||
Selling, general and administrative |
— |
— |
— |
— |
|||||||||||
Other operating items |
33.6 |
333.5 |
37.3 |
338.5 |
|||||||||||
Income (loss) from operations |
$ |
5.6 |
$ |
(252.0) |
$ |
121.2 |
(30.2) |
||||||||
Unallocated costs and other: |
|||||||||||||||
Revenues |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
|||||||
Operating expenses: |
|||||||||||||||
Direct operating costs (excluding items below) |
— |
— |
— |
— |
|||||||||||
Depreciation and amortization |
1.9 |
3.3 |
4.2 |
9.6 |
|||||||||||
Selling, general and administrative |
23.5 |
29.7 |
76.5 |
88.4 |
|||||||||||
Other operating items |
0.4 |
1.1 |
0.5 |
0.9 |
|||||||||||
Loss from operations |
$ |
(25.8) |
$ |
(34.1) |
$ |
(81.2) |
$ |
(98.9) |
|||||||
Consolidated: |
|||||||||||||||
Revenues |
$ |
379.4 |
$ |
545.4 |
$ |
1,491.4 |
$ |
1,601.2 |
|||||||
Operating expenses: |
|||||||||||||||
Direct operating costs (excluding items below) |
186.0 |
247.6 |
598.3 |
757.3 |
|||||||||||
Depreciation and amortization |
102.2 |
104.1 |
301.2 |
289.2 |
|||||||||||
Selling, general and administrative |
23.5 |
29.7 |
76.5 |
88.4 |
|||||||||||
Other operating items |
34.1 |
334.6 |
38.2 |
339.4 |
|||||||||||
Income (loss) from operations |
$ |
33.6 |
$ |
(170.6) |
$ |
477.2 |
$ |
126.9 |
ROWAN COMPANIES PLC | |||||||||||
SUPPLEMENTAL OPERATING INFORMATION | |||||||||||
(Unaudited) | |||||||||||
Three months ended | |||||||||||
September 30, |
June 30, |
September 30, | |||||||||
2016 |
2016 |
2015 | |||||||||
RIG DAYS (1) |
|||||||||||
Deepwater: |
|||||||||||
Operating |
276 |
325 |
353 |
||||||||
Available |
368 |
364 |
368 |
||||||||
Jack-up: |
|||||||||||
Operating |
1,509 |
1,605 |
1,921 |
||||||||
Available |
2,208 |
2,184 |
2,412 |
||||||||
Total: |
|||||||||||
Operating |
1,785 |
1,930 |
2,275 |
||||||||
Available |
2,576 |
2,548 |
2,780 |
||||||||
UTILIZATION (1) |
|||||||||||
Deepwater |
75 |
% |
89 |
% |
96 |
% | |||||
Jack-up |
68 |
% |
73 |
% |
80 |
% | |||||
Total |
69 |
% |
76 |
% |
82 |
% | |||||
AVERAGE DAY RATES (2) (in thousands) |
|||||||||||
Deepwater (3) |
$ |
490.0 |
$ |
607.0 |
$ |
610.9 |
|||||
Jack-up |
$ |
158.8 |
$ |
164.9 |
$ |
165.3 |
|||||
Total (3) |
$ |
210.1 |
$ |
239.4 |
$ |
234.5 |
|||||
REBILLABLES (4) (in millions) |
|||||||||||
Deepwater |
$ |
(0.2) |
$ |
1.4 |
$ |
5.0 |
|||||
Jack-up |
4.5 |
5.0 |
6.8 |
||||||||
Total |
$ |
4.3 |
$ |
6.4 |
$ |
11.8 |
|||||
(1) Available rig days and utilization exclude cold-stacked days. |
|||||||||||
(2) Average day rates exclude other revenue, which is primarily revenue received for contract reimbursable costs. | |||||||||||
(3) The three months ended June 30, 2016 includes 52 operating days for the Rowan Relentless up to the contract termination. | |||||||||||
(4) Rebillable operating costs equally offset with rebillable revenue. |
ROWAN COMPANIES PLC | ||||||||||||||||||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||||||||||||||||||||||||||||||
(In millions, except per share amounts) | ||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
Three months ended September 30, 2016 |
Three months ended September 30, 2015 | |||||||||||||||||||||||||||||||
Pretax |
Tax |
Net |
Diluted |
Pretax |
Tax |
Net |
Diluted | |||||||||||||||||||||||||
GAAP NET INCOME (LOSS) |
$ |
(6.7) |
$ |
12.2 |
$ |
5.5 |
$ |
0.04 |
$ |
(213.5) |
$ |
(25.9) |
$ |
(239.4) |
$ |
(1.92) |
||||||||||||||||
Non-cash asset impairment charges |
34.3 |
— |
34.3 |
0.27 |
329.8 |
(56.0) |
273.8 |
2.19 |
||||||||||||||||||||||||
Litigation-related charge (credit) |
(1.4) |
— |
(1.4) |
(0.01) |
2.6 |
(0.9) |
1.7 |
0.01 |
||||||||||||||||||||||||
Discrete tax item |
— |
— |
— |
— |
— |
75.3 |
75.3 |
0.60 |
||||||||||||||||||||||||
NON-GAAP NET INCOME (LOSS) |
$ |
26.2 |
$ |
12.2 |
$ |
38.4 |
$ |
0.30 |
$ |
118.9 |
$ |
(7.5) |
$ |
111.4 |
$ |
0.89 |
||||||||||||||||
Nine months ended September 30, 2016 |
Nine months ended September 30, 2015 | |||||||||||||||||||||||||||||||
Pretax |
Tax |
Net |
Diluted |
Pretax |
Tax |
Net |
Diluted | |||||||||||||||||||||||||
GAAP NET INCOME (LOSS) |
$ |
359.7 |
$ |
(14.7) |
$ |
345.0 |
$ |
2.73 |
$ |
19.9 |
$ |
(50.9) |
$ |
(31.0) |
$ |
(0.25) |
||||||||||||||||
Non-cash asset impairment charges |
34.3 |
— |
34.3 |
0.27 |
329.8 |
(56.0) |
273.8 |
2.19 |
||||||||||||||||||||||||
Litigation-related charge (credit) |
(1.4) |
— |
(1.4) |
(0.01) |
7.6 |
(2.7) |
4.9 |
0.04 |
||||||||||||||||||||||||
Customer contract termination settlement |
(120.0) |
— |
(120.0) |
(0.95) |
— |
— |
— |
— |
||||||||||||||||||||||||
Gain on debt extinguishment |
(2.4) |
— |
(2.4) |
(0.02) |
— |
— |
— |
— |
||||||||||||||||||||||||
Discrete tax item |
— |
— |
— |
— |
— |
75.3 |
75.3 |
0.60 |
||||||||||||||||||||||||
NON-GAAP NET INCOME (LOSS) |
$ |
270.2 |
$ |
(14.7) |
$ |
255.5 |
$ |
2.02 |
$ |
357.3 |
$ |
(34.3) |
$ |
323.0 |
$ |
2.58 |
||||||||||||||||
* Per share amounts may not sum due to rounding. |
||||||||||||||||||||||||||||||||
Three months ended |
Nine months ended |
|||||||||||||||||||||||||||||||
September 30, |
September 30, |
|||||||||||||||||||||||||||||||
2016 |
2015 |
2016 |
2015 |
|||||||||||||||||||||||||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION (EBITDA): |
||||||||||||||||||||||||||||||||
GAAP NET INCOME (LOSS) |
$ |
5.5 |
$ |
(239.4) |
$ |
345.0 |
$ |
(31.0) |
||||||||||||||||||||||||
Depreciation and amortization |
102.2 |
104.1 |
301.2 |
289.2 |
||||||||||||||||||||||||||||
Other expense, net |
40.3 |
42.9 |
119.9 |
107.0 |
||||||||||||||||||||||||||||
Income tax expense (benefit) |
(12.2) |
25.9 |
14.7 |
50.9 |
||||||||||||||||||||||||||||
Non-cash asset impairment charges |
34.3 |
329.8 |
34.3 |
329.8 |
||||||||||||||||||||||||||||
Litigation-related charge (credit) |
(1.4) |
2.6 |
(1.4) |
7.6 |
||||||||||||||||||||||||||||
Customer contract termination settlement |
— |
— |
(120.0) |
— |
||||||||||||||||||||||||||||
Gain on debt extinguishment |
— |
— |
(2.4) |
— |
||||||||||||||||||||||||||||
NON-GAAP ADJUSTED EBITDA |
$ |
168.7 |
$ |
265.9 |
$ |
691.3 |
$ |
753.5 |
||||||||||||||||||||||||
SOURCE Rowan Companies plc
HOUSTON, Oct. 18, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of October 18, 2016. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in advance of earnings.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, Oct. 3, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report earnings for the three months ended September 30, 2016 on Tuesday, November 1, 2016, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
877-201-0168 (U.S. and Canada)
647-788-4901 (International)
68158114 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, Sept. 15, 2016 /PRNewswire/ -- Rowan Companies plc (NYSE: RDC) today announced an amendment to its drilling contract with Cobalt International Energy, L.P., regarding the drillship Rowan Reliance, which was scheduled to conclude on February 1, 2018.
The amendment provides that Rowan will receive cash payments totaling approximately $96 million, that the rig remains at its current day rate of approximately $582,000 and that the drilling contract may be terminated as early as March 31, 2017. In addition, if Cobalt continues its operations with the Rowan Reliance after March 31, 2017, the day rate will be reduced to approximately $262,000 per day for the remaining operating days. Cobalt also committed to use Rowan as its exclusive provider of global drilling services for a period of five years.
Tom Burke, President & CEO of Rowan, commented: "With the cash payments from Cobalt, we will further strengthen our balance sheet, which will provide added flexibility as we review opportunities in this down market. We deeply value Cobalt as a client and we appreciate Cobalt's faith in Rowan as evidenced by the commitment to use Rowan as its exclusive provider of drilling services for the next five years."
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Central and South America. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, Aug. 22, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today the appointment of Charles L. Szews to the Board of Directors, effective immediately. With this addition, the Rowan Board now comprises ten directors, of whom nine are independent.
Mr. Szews previously served as Chief Executive Officer of Oshkosh Corporation, a designer, manufacturer and marketer of specialty vehicles and vehicle bodies, before retiring in December 2015. Mr. Szews held several other positions at Oshkosh, including President and CEO from 2011 to 2012, President and Chief Operating Officer from 2007 to 2011 and Executive Vice President and Chief Financial Officer from 1997 to 2007. Mr. Szews currently serves as a director of Commercial Metals Company and previously served as a director of Gardner Denver Inc. and Oshkosh Corporation. Mr. Szews was recommended to the Company by one of its largest shareholders, Blue Harbour Group, L.P., which has entered into a Support Agreement in connection with Mr. Szews' appointment to the Board.
Rowan's Chief Executive Officer Tom Burke commented, "We believe Charlie's extensive operational and financial experience including his background in manufacturing, technology and international markets will be a great asset for our Board."
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Central and South America. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, Aug. 16, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that Tom Burke, President and Chief Executive Officer, is scheduled to present at the Barclays CEO Energy-Power Conference in New York City on Wednesday, September 7, 2016, beginning at 9:45 a.m. U.S. Eastern Time.
A live audio webcast of the presentation will be available in listen-only mode through Rowan's website at www.rowan.com. Please connect to our website at least 15 minutes prior to the scheduled start of the presentation to register, download and install any necessary audio software. Shortly after the live webcast, an archived version will be available on the website for approximately 30 days following the event.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Central and South America. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, Aug. 2, 2016 /PRNewswire/ -- For the three months ended June 30, 2016, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) reported net income of $216.7 million, or $1.72 per diluted share, compared to $84.7 million, or $0.68 per diluted share, in the second quarter of 2015. Net income for the current quarter included a $120.0 million, or $0.95 per share, after-tax increase to net income for the Rowan Relentless contract termination and related items. The $120.0 million reflects the amount in excess of the Rowan Relentless drillship's day rate for the three months ended June 30, 2016. Additionally, net income for the current quarter included a $1.8 million, or $0.01 per share, after-tax gain on early extinguishment of debt. Excluding the impact of these items, net income as adjusted was $94.9 million, or $0.75 per share.
Rowan's revenues were $611.9 million in the second quarter of 2016, an increase of 20% from the prior-year quarter due to the aforementioned contract termination and related items as well as contributions from the ultra-deepwater drillships Rowan Relentless, which commenced operations in June of 2015, and Rowan Reliance, which experienced lower levels of downtime in the second quarter of 2016. The increase in drillship revenue was partially offset by a 22% decline in jack-up revenue due to lower utilization and lower day rates.
Tom Burke, President and Chief Executive Officer, commented, "Our ability to add significant backlog in a challenging market environment is a testament to our outstanding crews. I'm pleased that we secured over 700 contract days of new backlog between a blend and extend agreement on our ultra-deepwater drillship, the Rowan Resolute, and contract extensions in our jack-up fleet. We ended the second quarter with our lowest total recordable incident rate (TRIR) on record and our operational downtime was less than 2% for our fleet. Rowan believes safe, reliable and efficient operations are paramount in securing additional work with both new and existing customers."
Rowan will conduct its earnings conference call on Tuesday, August 2, 2016, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (877) 201-0168, or internationally (647) 788-4901. The conference ID is 45528744. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, and download any necessary software.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, comprised of 27 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, Trinidad and Suriname. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation, early termination or renegotiation by our customers of drilling contracts, risks associated with fixed cost drilling operations, cost overruns or delays in transportation of drilling units, cost overruns or delays in maintenance and repairs, cost overruns or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets, the outcome of disputes and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles (GAAP) in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the table entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||
Unaudited (in millions except per share amounts) | |||||||
THREE MONTHS |
SIX MONTHS | ||||||
ENDED JUNE 30, |
ENDED JUNE 30, | ||||||
2016 |
2015 |
2016 |
2015 | ||||
REVENUES |
$ 611.9 |
$ 508.7 |
$ 1,112.0 |
$ 1,055.8 | |||
COSTS AND EXPENSES: |
|||||||
Operations |
207.5 |
253.9 |
412.3 |
509.7 | |||
Depreciation and amortization |
100.1 |
95.4 |
199.0 |
185.1 | |||
Selling, general and administrative |
26.2 |
31.2 |
53.0 |
58.7 | |||
Loss (gain) on disposals of property and equipment |
1.9 |
0.3 |
4.1 |
(0.2) | |||
Material charges and other operating expenses |
- |
5.0 |
- |
5.0 | |||
Total |
335.7 |
385.8 |
668.4 |
758.3 | |||
INCOME FROM OPERATIONS |
276.2 |
122.9 |
443.6 |
297.5 | |||
Net interest and other income (expense) |
(36.7) |
(30.5) |
(77.2) |
(64.2) | |||
INCOME BEFORE INCOME TAXES |
239.5 |
92.4 |
366.4 |
233.3 | |||
Provision for income taxes |
22.8 |
7.7 |
26.9 |
24.9 | |||
NET INCOME |
$ 216.7 |
$ 84.7 |
$ 339.5 |
$ 208.4 | |||
NET INCOME PER DILUTED SHARE |
$ 1.72 |
$ 0.68 |
$ 2.70 |
$ 1.67 | |||
WEIGHTED AVERAGE SHARES - DILUTED |
126.3 |
125.4 |
125.9 |
125.1 |
NOTE: See page 6 for supplemental operating information. |
ROWAN COMPANIES PLC | |||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
(in millions) | |||||
(Unaudited) | |||||
June 30, |
December 31, |
||||
2016 |
2015 |
||||
ASSETS |
|||||
Cash and cash equivalents |
$ 761.4 |
$ 484.2 |
|||
Accounts receivable |
550.4 |
410.5 |
|||
Prepaid expenses and other current assets |
30.3 |
26.6 |
|||
Total current assets |
1,342.1 |
921.3 |
|||
Property, plant and equipment - net |
7,254.9 |
7,405.8 |
|||
Other assets |
22.7 |
20.2 |
|||
TOTAL |
$ 8,619.7 |
$ 8,347.3 |
|||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||
Accounts payable |
$ 109.6 |
$ 109.6 |
|||
Other current liabilities |
198.5 |
219.1 |
|||
Total current liabilities |
308.1 |
328.7 |
|||
Long-term debt |
2,645.4 |
2,692.4 |
|||
Other liabilities |
539.4 |
553.7 |
|||
Commitments and contingent liabilities |
|||||
Stockholders' equity |
5,126.8 |
4,772.5 |
|||
TOTAL |
$ 8,619.7 |
$ 8,347.3 |
ROWAN COMPANIES PLC | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
Unaudited (in millions) | ||||
SIX MONTHS | ||||
ENDED JUNE 30, | ||||
2016 |
2015 | |||
CASH PROVIDED BY OPERATIONS: |
||||
Net income |
$ 339.5 |
$ 208.4 | ||
Adjustments to reconcile net income to net cash provided by operations: |
||||
Depreciation and amortization |
199.0 |
185.2 | ||
Deferred income taxes |
(5.2) |
(12.6) | ||
Loss (gain) on disposal of assets |
4.1 |
(0.2) | ||
Other, net |
7.9 |
25.1 | ||
Net changes in current assets and liabilities |
(149.8) |
45.3 | ||
Net changes in other noncurrent assets and liabilities |
(7.1) |
(2.5) | ||
Net cash provided by operations |
388.4 |
448.7 | ||
CASH USED IN INVESTING ACTIVITIES: |
||||
Capital expenditures |
(64.4) |
(616.4) | ||
Proceeds from disposals of property and equipment |
1.1 |
2.3 | ||
Net cash used in investing activities |
(63.3) |
(614.1) | ||
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES: |
||||
Proceeds from borrowings |
- |
220.0 | ||
Reductions in long-term debt |
(47.9) |
(170.0) | ||
Payment of cash dividends |
- |
(25.2) | ||
Net cash provided by (used in) financing activities |
(47.9) |
24.8 | ||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
277.2 |
(140.6) | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
484.2 |
339.2 | ||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ 761.4 |
$ 198.6 |
ROWAN COMPANIES PLC | |||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||||||
Unaudited (in millions) | |||||||
THREE MONTHS ENDED JUNE 30, |
SIX MONTHS ENDED JUNE 30, | ||||||
2016 |
2015 |
2016 |
2015 | ||||
Deepwater: |
|||||||
Revenues |
$ 341.4 |
$ 161.9 |
$ 563.9 |
$ 308.8 | |||
Operating expenses: |
|||||||
Direct operating costs |
56.0 |
70.4 |
123.0 |
129.5 | |||
Depreciation and amortization |
29.9 |
21.2 |
57.2 |
38.8 | |||
Selling, general and administrative |
- |
- |
- |
- | |||
Material charges and other |
- |
- |
0.3 |
- | |||
Income from operations |
$ 255.5 |
$ 70.3 |
$ 383.4 |
$ 140.5 | |||
Jack-ups: |
|||||||
Revenues |
$ 270.5 |
$ 346.8 |
$ 548.1 |
$ 747.0 | |||
Operating expenses: |
|||||||
Direct operating costs |
151.5 |
183.5 |
289.3 |
380.2 | |||
Depreciation and amortization |
71.1 |
70.9 |
139.5 |
140.0 | |||
Selling, general and administrative |
- |
- |
- |
- | |||
Material charges and other |
1.8 |
5.0 |
3.7 |
5.0 | |||
Income from operations |
$ 46.1 |
$ 87.4 |
$ 115.6 |
$ 221.8 | |||
Unallocated costs and other: |
|||||||
Revenues |
$ - |
$ - |
$ - |
$ - | |||
Operating expenses: |
|||||||
Direct operating costs |
- |
- |
- |
- | |||
Depreciation and amortization |
(0.9) |
3.3 |
2.3 |
6.3 | |||
Selling, general and administrative |
26.2 |
31.2 |
53.0 |
58.7 | |||
Material charges and other |
0.1 |
0.3 |
0.1 |
(0.2) | |||
Income (loss) from operations |
$ (25.4) |
$ (34.8) |
$ (55.4) |
$ (64.8) | |||
Consolidated: |
|||||||
Revenues |
$ 611.9 |
$ 508.7 |
$ 1,112.0 |
$ 1,055.8 | |||
Operating expenses: |
|||||||
Direct operating costs |
207.5 |
253.9 |
412.3 |
509.7 | |||
Depreciation and amortization |
100.1 |
95.4 |
199.0 |
185.1 | |||
Selling, general and administrative |
26.2 |
31.2 |
53.0 |
58.7 | |||
Material charges and other |
1.9 |
5.3 |
4.1 |
4.8 | |||
Income from operations |
$ 276.2 |
$ 122.9 |
$ 443.6 |
$ 297.5 |
ROWAN COMPANIES PLC | |||||
SUPPLEMENTAL OPERATING INFORMATION | |||||
Unaudited | |||||
THREE MONTHS ENDED | |||||
June 30, |
March 31, |
June 30, | |||
2016 |
2016 |
2015 | |||
RIG DAYS:(1) |
|||||
Deepwater: |
|||||
Operating |
325 |
361 |
251 | ||
Available |
364 |
364 |
288 | ||
Jack-up: |
|||||
Operating |
1,605 |
1,497 |
1,987 | ||
Available |
2,184 |
2,184 |
2,457 | ||
Total: |
|||||
Operating |
1,930 |
1,858 |
2,238 | ||
Available |
2,548 |
2,548 |
2,745 | ||
UTILIZATION (1) |
|||||
Deepwater |
89% |
99% |
87% | ||
Jack-up |
73% |
69% |
81% | ||
Total |
76% |
73% |
82% | ||
AVERAGE DAY RATES(2) (in thousands): |
|||||
Deepwater(3) |
$ 607.0 |
$ 612.4 |
$ 620.2 | ||
Jack-up |
$ 164.9 |
$ 182.3 |
$ 171.1 | ||
Total(3) |
$ 239.4 |
$ 266.0 |
$ 221.4 |
(1) Available rig days and utilization exclude cold-stacked days. | ||||||
(2) Average day rates exclude other revenue, which is primarily revenue received for contract reimbursable costs. | ||||||
(3) Includes 52 operating days for the Rowan Relentless up to the contract termination. |
ROWAN COMPANIES PLC | |||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | |||||||
Unaudited (in millions) | |||||||
THREE MONTHS |
SIX MONTHS | ||||||
ENDED JUNE 30, |
ENDED JUNE 30, | ||||||
2016 |
2015 |
2016 |
2015 | ||||
NET INCOME: |
|||||||
GAAP NET INCOME |
$ 216.7 |
$ 84.7 |
$ 339.5 |
$ 208.4 | |||
Gain on debt extinguishment, net of tax |
(1.8) |
- |
(2.4) |
- | |||
Litigation charge, net of tax |
- |
3.3 |
- |
3.3 | |||
Customer contract termination settlement, net of tax |
(120.0) |
- |
(120.0) |
- | |||
NON-GAAP NET INCOME |
$ 94.9 |
$ 88.0 |
$ 217.1 |
$ 211.7 | |||
DILUTED INCOME PER SHARE:* |
|||||||
GAAP NET INCOME PER SHARE |
$ 1.72 |
$ 0.68 |
$ 2.70 |
$ 1.67 | |||
Gain on debt extinguishment, net of tax |
(0.01) |
- |
(0.02) |
- | |||
Litigation charge, net of tax |
- |
0.02 |
- |
0.02 | |||
Customer contract termination settlement, net of tax |
(0.95) |
- |
(0.95) |
- | |||
NON-GAAP NET INCOME PER SHARE |
$ 0.75 |
$ 0.70 |
$ 1.73 |
$ 1.69 | |||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION (EBITDA): |
|||||||
GAAP NET INCOME |
$ 216.7 |
$ 84.7 |
$ 339.5 |
$ 208.4 | |||
Depreciation and amortization |
100.1 |
95.4 |
199.0 |
185.1 | |||
Interest (income) expense and other, net |
38.5 |
30.5 |
79.6 |
64.2 | |||
Income tax expense (benefit) |
22.8 |
7.7 |
26.9 |
24.9 | |||
Gain on debt extinguishment |
(1.8) |
- |
(2.4) |
- | |||
Litigation charge |
- |
5.0 |
- |
5.0 | |||
Customer contract termination settlement |
(120.0) |
- |
(120.0) |
- | |||
NON-GAAP ADJUSTED EBITDA |
$ 256.3 |
$ 223.3 |
$ 522.6 |
$ 487.6 | |||
* Per share amounts may not sum due to rounding. |
SOURCE Rowan Companies plc
HOUSTON, July 5, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report earnings for the three months ended June 30, 2016 on Tuesday, August 2, 2016, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
877-201-0168 (U.S. and Canada)
647-788-4901 (International)
45528744 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, July 1, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of July 1, 2016. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in 2016.
Notable events in the current report include:
No operational downtime is included in projected out-of-service days, but the Company estimates jack-up operational downtime to account for approximately 2.5% of in-service days in current and future quarters. Rowan continues to expect drillship operational downtime to be approximately 5%.
Out-of-service days are days where a rig is (or is planned to be) out-of-service and is not able to earn revenue. The Company may be compensated for certain out-of-service days such as shipyard stays or transit periods preceding a contract. However, any such compensation is deferred and recognized over the period of drilling operations. Operational downtime is when a rig is under contract and unable to conduct planned operations due to equipment breakdowns or procedural failures.
Unless otherwise indicated, all day rates on the fleet status include estimated amortization of contract mobilization/modification revenues. However, day rates exclude approximately $20 to $30 million of other miscellaneous aggregate annual revenue the Company receives during rig operations (or approximately $5 to $8 million per quarter). Day rates also exclude rebillable revenues which are equally offset by drilling expenses.
This summary is provided as a courtesy and is not intended to replace a detailed review of the Fleet Status Report. While the Company has attempted to include items it believes are significant, we encourage you to review the Fleet Status Report in detail.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Forward Looking Statements
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation or renegotiation by our customers of drilling contracts, letter agreements or letters of intent or the exercise of early termination provisions, risks associated with fixed cost drilling operations, cost overruns or delays on shipyard repair, construction or transportation of drilling units, maintenance and repair costs, costs or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism and hostilities in our areas of operations that may result in loss or seizure of assets, the outcome of disputes and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
SOURCE Rowan Companies plc
HOUSTON, May 23, 2016 /PRNewswire/ -- Rowan Companies plc (NYSE: RDC) today announced an agreement with its customer, Freeport-McMoRan Oil & Gas LLC (FMOG), and FMOG's parent company, Freeport-McMoRan Inc. (Freeport), in connection with a drilling contract for the drillship Rowan Relentless, which was scheduled to terminate in June 2017.
The agreement provides that the drilling contract will be terminated immediately, and Freeport will pay Rowan $215 million in cash to settle outstanding receivables and early termination of the contract. Rowan may also receive additional contingent payments from Freeport of $10 million and $20 million, respectively, depending on the average price of oil over a 12-month period. In addition, Rowan expects to reduce its costs for the Rowan Relentless by efficient warm stacking of the rig.
Freeport recently announced a restructuring of its oil and gas business, which is operated through FMOG. As disclosed in Freeport's public filings, FMOG has substantial debt and has been negatively impacted by the sustained downturn in oil prices.
Tom Burke, President & CEO of Rowan, commented: "I am satisfied with this resolution given FMOG did not have any ongoing work for the Rowan Relentless. This accelerated payment provides additional liquidity to further strengthen our balance sheet and affords Rowan added flexibility as we review opportunities in this down market. The Rowan Relentless, our fourth high-specification ultra-deepwater drillship, had outstanding operational performance on this contract, delivering safe, reliable and efficient operations."
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, comprised of 27 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Central & South America. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, May 4, 2016 /PRNewswire/ -- For the three months ended March 31, 2016, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) reported net income of $122.8 million, or $0.98 per share, compared to $123.7 million, or $0.99 per share in the first quarter of 2015.
Rowan's revenues were $500.2 million in the first quarter of 2016, down by 9% from the prior-year quarter due primarily to lower utilization of jack-up rigs. The lower jack-up utilization was partially offset by contributions from the Company's third and fourth newbuild ultra-deepwater drillships, which began operating in February and June of 2015, respectively.
Tom Burke, President and Chief Executive Officer, commented, "Our first quarter results reflect our focus on safe and reliable operations with particular attention to careful cost control as we navigate a challenging 2016. Our offshore crews are striving to continuously improve our operational efficiency. Additionally, I'm pleased with our ability to secure some new contracts in a difficult market."
Rowan will conduct its earnings conference call on Wednesday, May 4, 2016, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (877) 201-0168, or internationally (647) 788-4901. The conference ID is 79160656. You should dial-in approximately five to ten minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, and download any necessary software.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, comprised of 27 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices; the level of offshore expenditures by energy companies; variations in energy demand; changes in day rates; cancellation, early termination or renegotiation by our customers of drilling contracts; risks associated with fixed-cost drilling operations; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance and repairs; cost overruns or delays for conversion or upgrade projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; customer credit and risk of customer bankruptcy; conditions in the general economy and energy industry; weather conditions and severe weather in the Company's operating areas; increasing complexity and costs of compliance with environmental and other laws and regulations; changes in tax laws and interpretations by taxing authorities; civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets; the outcome of disputes and legal proceedings; effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles (GAAP) in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the table entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
ROWAN COMPANIES PLC | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Unaudited (in millions except per share amounts) | ||||
THREE MONTHS | ||||
ENDED MARCH 31 | ||||
2016 |
2015 | |||
REVENUES |
$ 500.2 |
$ 547.0 | ||
COSTS AND EXPENSES: |
||||
Operations |
204.8 |
255.7 | ||
Depreciation and amortization |
98.9 |
89.7 | ||
Selling, general and administrative |
26.9 |
27.6 | ||
Loss (gain) on disposals of property and equipment |
2.2 |
(0.5) | ||
Total |
332.8 |
372.5 | ||
INCOME FROM OPERATIONS |
167.4 |
174.5 | ||
Net interest and other income (expense) |
(40.5) |
(33.6) | ||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
126.9 |
140.9 | ||
Provision for income taxes |
4.1 |
17.2 | ||
NET INCOME |
$ 122.8 |
$ 123.7 | ||
NET INCOME PER SHARE |
$ 0.98 |
$ 0.99 | ||
AVERAGE SHARES |
125.8 |
125.1 | ||
NOTE: See page 7 for supplemental operating information. |
ROWAN COMPANIES PLC | ||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Unaudited (in millions) | ||||
March 31, |
December 31, | |||
2016 |
2015 | |||
ASSETS |
||||
Cash and cash equivalents |
$ 595.2 |
$ 484.2 | ||
Accounts receivable |
426.9 |
410.5 | ||
Other current assets |
19.7 |
26.6 | ||
Total current assets |
1,041.8 |
921.3 | ||
Property, plant and equipment - net |
7,332.1 |
7,405.8 | ||
Other assets |
18.2 |
20.2 | ||
TOTAL |
$ 8,392.1 |
$ 8,347.3 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||
Short-term debt |
$ 21.3 |
$ - | ||
Accounts payable |
87.1 |
109.6 | ||
Other current liabilities |
190.9 |
219.1 | ||
Total current liabilities |
299.3 |
328.7 | ||
Long-term debt |
2,655.0 |
2,692.4 | ||
Other liabilities |
537.8 |
553.7 | ||
Stockholders' equity |
4,900.0 |
4,772.5 | ||
TOTAL |
$ 8,392.1 |
$ 8,347.3 |
ROWAN COMPANIES PLC | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
Unaudited (in millions) | ||||
THREE MONTHS | ||||
ENDED MARCH 31 | ||||
2016 |
2015 | |||
CASH PROVIDED BY (USED IN) OPERATIONS: |
||||
Net income |
$ 122.8 |
$ 123.7 | ||
Adjustments to reconcile net income to net cash provided by operations: |
||||
Depreciation and amortization |
98.9 |
90.6 | ||
Deferred income taxes |
(12.6) |
(7.5) | ||
Gain on disposal of assets |
2.2 |
(0.5) | ||
Other, net |
6.9 |
11.4 | ||
Net changes in current assets and liabilities |
(55.0) |
19.7 | ||
Net changes in other noncurrent assets and liabilities |
(3.1) |
7.4 | ||
Net cash provided by operations |
160.1 |
244.8 | ||
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES: |
||||
Property, plant and equipment additions |
(32.9) |
(514.3) | ||
Proceeds from disposals of property, plant and equipment |
0.3 |
1.7 | ||
Net cash used in investing activities |
(32.6) |
(512.6) | ||
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES: |
||||
Reductions in long-term debt |
(16.5) |
- | ||
Payment of cash dividends |
- |
(12.6) | ||
Other, net |
- |
(2.0) | ||
Net cash provided by (used in) financing activities |
(16.5) |
(14.6) | ||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
111.0 |
(282.4) | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
484.2 |
339.2 | ||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ 595.2 |
$ 56.8 |
ROWAN COMPANIES PLC | |||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | |||
Unaudited (in millions) | |||
Three months ended March 31, | |||
2016 |
2015 | ||
Deepwater: |
|||
Revenues |
$ 222.5 |
$ 146.9 | |
Operating expenses: |
|||
Direct operating costs |
67.0 |
59.0 | |
Depreciation and amortization |
27.3 |
17.7 | |
Selling, general and administrative |
- |
- | |
Other operating items |
0.3 |
- | |
Income (loss) from operations |
$ 127.9 |
$ 70.2 | |
Jack-ups: |
|||
Revenues |
$ 277.7 |
$ 400.1 | |
Operating expenses: |
|||
Direct operating costs |
137.8 |
196.7 | |
Depreciation and amortization |
68.4 |
69.0 | |
Selling, general and administrative |
- |
- | |
Other operating items |
1.9 |
- | |
Income (loss) from operations |
$ 69.6 |
$ 134.4 | |
Unallocated costs and other: |
|||
Revenues |
$ - |
$ - | |
Operating expenses: |
|||
Direct operating costs |
- |
- | |
Depreciation and amortization |
3.1 |
3.0 | |
Selling, general and administrative |
26.9 |
27.6 | |
Material charges and other |
- |
(0.5) | |
Income (loss) from operations |
$ (30.0) |
$ (30.1) | |
Consolidated: |
|||
Revenues |
$ 500.2 |
$ 547.0 | |
Operating expenses: |
|||
Direct operating costs |
204.8 |
255.7 | |
Depreciation and amortization |
98.9 |
89.7 | |
Selling, general and administrative |
26.9 |
27.6 | |
Material charges and other |
2.2 |
(0.5) | |
Income (loss) from operations |
$ 167.4 |
$ 174.5 |
ROWAN COMPANIES PLC | ||||||
SUPPLEMENTAL OPERATING INFORMATION | ||||||
Unaudited | ||||||
THREE MONTHS ENDED | ||||||
March 31, |
December 31, |
March 31, | ||||
2016 |
2015 |
2015 | ||||
RIG DAYS: |
||||||
Operating |
1,858 |
2,105 |
2,411 | |||
Out of service (shipyard/transit/inspections/other) |
145 |
73 |
82 | |||
Idle (uncontracted) |
533 |
404 |
139 | |||
Operational downtime (off rate during rig operations) |
12 |
36 |
47 | |||
Cold-stacked |
273 |
306 |
260 | |||
Total available |
2,821 |
2,924 |
2,939 | |||
UTILIZATION |
66% |
72% |
82% | |||
UTILIZATION (excluding cold-stacked rigs) |
73% |
80% |
90% | |||
AVERAGE DAY RATES (in thousands): |
||||||
Jack-ups: |
||||||
North Sea |
$ 287.1 |
$ 278.2 |
$ 295.8 | |||
Middle East |
130.7 |
131.6 |
138.5 | |||
Gulf of Mexico |
73.2 |
66.7 |
115.4 | |||
All jack-up rigs |
182.3 |
176.3 |
180.2 | |||
Drillships |
$ 612.4 |
$ 623.3 |
$ 631.9 | |||
OPERATIONS COSTS AND EXPENSES (in millions): |
||||||
Personnel (a) |
$ 144.8 |
$ 155.7 |
$ 181.9 | |||
Repairs and maintenance |
28.8 |
38.2 |
31.5 | |||
All other |
26.6 |
34.0 |
32.0 | |||
Subtotal (excluding rebillables) |
200.2 |
227.9 |
245.4 | |||
Rebillables (equally offset with rebillable revenue) |
4.6 |
7.9 |
10.3 | |||
Total |
$ 204.8 |
$ 235.8 |
$ 255.7 | |||
(a) Includes labor, fringes, training, travel and catering costs. |
ROWAN COMPANIES PLC | ||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||
Unaudited (in millions) | ||||
THREE MONTHS | ||||
ENDED MARCH 31 | ||||
2016 |
2015 | |||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION (EBITDA): |
||||
GAAP NET INCOME |
$ 122.8 |
$ 123.7 | ||
Depreciation and amortization |
98.9 |
89.7 | ||
Interest (income) expense and other, net |
41.1 |
33.6 | ||
Income tax expense (benefit) |
4.1 |
17.2 | ||
Gain on debt extinguishment |
(0.6) |
- | ||
NON-GAAP ADJUSTED EBITDA |
$ 266.3 |
$ 264.2 |
SOURCE Rowan Companies plc
HOUSTON, April 20, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of April 20, 2016. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in 2016.
Notable events in the current report include:
No operational downtime is included in projected out-of-service days, but the Company estimates jack-up operational downtime to account for approximately 2.5% of in-service days in current and future quarters. Rowan continues to expect drillship operational downtime to be approximately 5% after a break-in period of approximately six months up to one year (during which drillship operational downtime will likely be higher).
Out-of-service days are days where a rig is (or is planned to be) out-of-service and is not able to earn revenue. The Company may be compensated for certain out-of-service days such as shipyard stays or transit periods preceding a contract. However, any such compensation is deferred and recognized over the period of drilling operations. Operational downtime is when a rig is under contract and unable to conduct planned operations due to equipment breakdowns or procedural failures.
Unless otherwise indicated, all day rates on the fleet status include estimated amortization of contract mobilization/modification revenues. However, day rates exclude approximately $20 to $30 million of other miscellaneous aggregate annual revenue the Company receives during rig operations (or approximately $5 to $8 million per quarter). Day rates also exclude rebillable revenues which are equally offset by drilling expenses.
This summary is provided as a courtesy and is not intended to replace a detailed review of the Fleet Status Report. While the Company has attempted to include items it believes are significant, we encourage you to review the Fleet Status Report in detail.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Forward Looking Statements
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation or renegotiation by our customers of drilling contracts, letter agreements or letters of intent or the exercise of early termination provisions, risks associated with fixed cost drilling operations, cost overruns or delays on shipyard repair, construction or transportation of drilling units, maintenance and repair costs, costs or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism and hostilities in our areas of operations that may result in loss or seizure of assets, the outcome of disputes and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
SOURCE Rowan Companies plc
HOUSTON, April 19, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced recent organizational management changes in finance, marketing and investor relations.
Dennis Baldwin was appointed Chief Accounting Officer, effective April 4, 2016. Mr. Baldwin has over 30 years of industry experience, and most recently served at Cameron International Corporation as Vice President, Controller and Chief Accounting Officer beginning in March 2014 until March 2016 when Cameron was acquired by Schlumberger Limited. Prior to joining Cameron, he was Senior Vice President and Chief Accounting Officer of KBR, Inc. from August 2010 to March 2014, and Vice President and Chief Accounting Officer of McDermott International from October 2007 to August 2010.
Christophe Raimbault was appointed Vice President, Sales & Marketing as of April 4, 2016. Mr. Raimbault joins Rowan as Vice President, Sales & Marketing with more than 25 years of industry experience. Prior to joining Rowan, Mr. Raimbault served as Director of Business Development and Account Management for Transocean and previously he served in several key marketing and operations positions for Transocean, GlobalSantaFe and Global Marine since 1997.
Chris Pitre was promoted to Vice President, Investor Relations and Corporate Development in March 2016. Mr. Pitre joined Rowan in 2012 as Director, Global Technical Marketing, and last year assumed responsibilities for leading our corporate development and investor relations efforts. Prior to joining the Company, he served in several key marketing, new construction, and operations positions at Transocean, GlobalSantaFe and Global Marine beginning in 1998.
Darin Gibbins was promoted to Treasurer in March 2016 and continues as Director, Financial Planning. Mr. Gibbins joined Rowan in 2006 as an Internal Auditor, and has led our internal financial reporting and planning efforts for the past three years.
Tom Burke, President and Chief Executive Officer, commented, "I am pleased with the recent additions to and promotions within our management team. The deep industry experience and expertise of each of these individuals will be instrumental as we navigate current industry conditions."
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, April 4, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report earnings for the three months ended March 31, 2016 on Wednesday, May 4, 2016, before the open of the financial markets in the United States. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results. Interested parties can listen to the conference call by telephone or over the internet.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using one of the numbers provided below.
877-201-0168 (U.S. and Canada)
647-788-4901 (International)
79160656 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, Feb. 26, 2016 /PRNewswire/ -- For the three months ended December 31, 2015, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) reported net income of $124.4 million, or $0.99 per share. The current quarter includes a gain on the sale of the Rowan Louisiana of $6.3 million (after tax), or $0.05 per share, and a $1.0 million loss on extinguishment of debt (after tax), or $0.01 per share. Excluding the impact of these items, net income as adjusted was $119.1 million, or $0.95 per share, in the fourth quarter of 2015. For the prior-year quarter, the Company reported a net loss of $326.9 million, or $2.63 per share, which included a non-cash asset impairment charge of $438.4 million (after tax), or $3.53 per share, relating to the Company's twelve oldest jack-up rigs. Excluding the impact of this non-cash asset impairment charge, net income was $111.5 million, or $0.89 per share, in the fourth quarter of 2014.
Rowan's revenues were $535.8 million in the fourth quarter of 2015, a decrease of 4% from the prior-year quarter as a significant increase in jack-up idle time more than offset increased contributions from the Company's four newbuild ultra-deepwater drillships.
Additionally, Rowan is pleased to announce a recently executed contract with EOG in Trinidad for the Ralph Coffman. The rig will mobilize from the US Gulf of Mexico and is estimated to commence operations in the third quarter of this year for five wells with an estimated duration of one year at a rate of $135,000/ day, inclusive of amortized lump sum fees.
Tom Burke, President and Chief Executive Officer, commented, "While Rowan finished 2015 with exceptional operational performance and the best safety related performance, highest EBITDA and EBITDA margins in the Company's recent history, we are mindful of the extremely challenging market environment that lies ahead. We have strategically positioned Rowan to weather this difficult business climate through our solid liquidity position, attractive debt maturity profile, low level of capital commitments, substantial backlog, and high-specification and modern fleet. As we continue to navigate through this down cycle we will continue to focus on revenue efficiency and reducing our cost structure to further enhance our competitive position."
Rowan will conduct its earnings conference call on Friday, February 26, 2016, at 10:00 a.m. Central Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone may dial (877) 201-0168, or internationally (647) 788-4901. The conference ID is 20623130. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, and download any necessary software.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, comprised of 27 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation, early termination or renegotiation by our customers of drilling contracts, risks associated with fixed cost drilling operations, cost overruns or delays in transportation of drilling units, cost overruns or delays in maintenance and repairs, cost overruns or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets, the outcome of disputes and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles (GAAP) in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the table entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
ROWAN COMPANIES PLC | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
Unaudited (In Millions) | |||||||
December 31, 2015 |
December 31, 2014 | ||||||
ASSETS |
|||||||
Cash and cash equivalents |
$ 484.2 |
$ 339.2 | |||||
Accounts receivable |
410.5 |
545.2 | |||||
Other current assets |
26.6 |
54.5 | |||||
Total current assets |
921.3 |
938.9 | |||||
Property, plant and equipment - net |
7,405.8 |
7,432.2 | |||||
Other assets |
20.2 |
21.2 | |||||
TOTAL |
$ 8,347.3 |
$ 8,392.3 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||||||
Accounts payable |
$ 109.6 |
$ 102.8 | |||||
Other current liabilities |
219.1 |
230.4 | |||||
Total current liabilities |
328.7 |
333.2 | |||||
Long-term debt |
2,692.4 |
2,788.5 | |||||
Other liabilities |
553.7 |
579.2 | |||||
Stockholders' equity |
4,772.5 |
4,691.4 | |||||
TOTAL |
$ 8,347.3 |
$ 8,392.3 |
ROWAN COMPANIES PLC | |||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||
Unaudited (In Millions Except Per Share Amounts) | |||||||||
THREE MONTHS ENDED DECEMBER 31 |
TWELVE MONTHS ENDED DECEMBER 31 | ||||||||
2015 |
2014 |
2015 |
2014 | ||||||
REVENUES |
$ 535.8 |
$ 556.2 |
$ 2,137.0 |
$ 1,824.4 | |||||
COSTS AND EXPENSES: |
|||||||||
Operations |
235.8 |
279.5 |
993.1 |
991.3 | |||||
Depreciation and amortization |
102.2 |
92.6 |
391.4 |
322.6 | |||||
Selling, general and administrative |
27.4 |
33.8 |
115.8 |
125.8 | |||||
(Gain) loss on disposals of property and equipment |
(9.8) |
(3.5) |
(7.7) |
(1.7) | |||||
Material charges, settlements and other expenses |
- |
565.6 |
337.3 |
553.1 | |||||
Total |
355.6 |
968.0 |
1,829.9 |
1,991.1 | |||||
INCOME FROM OPERATIONS |
180.2 |
(411.8) |
307.1 |
(166.7) | |||||
Net interest and other income (expense) |
(42.4) |
(29.7) |
(149.4) |
(102.9) | |||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
137.8 |
(441.5) |
157.7 |
(269.6) | |||||
Income tax provision (benefit) |
13.4 |
(114.6) |
64.4 |
(150.7) | |||||
NET INCOME FROM CONTINUING OPERATIONS |
124.4 |
(326.9) |
93.3 |
(118.9) | |||||
Discontinued operations, net of tax |
- |
- |
- |
4.0 | |||||
NET INCOME |
$ 124.4 |
$ (326.9) |
$ 93.3 |
$ (114.9) | |||||
PER SHARE AMOUNTS: |
|||||||||
Income from continuing operations |
$ 0.99 |
$ (2.63) |
$ 0.75 |
$ (0.96) | |||||
Discontinued operations, net of tax |
$ - |
$ - |
$ - |
$ 0.03 | |||||
Net income |
$ 0.99 |
$ (2.63) |
$ 0.75 |
$ (0.93) | |||||
AVERAGE SHARES |
125.8 |
124.3 |
125.2 |
124.1 | |||||
NOTE: See page 8 for supplemental information. |
ROWAN COMPANIES PLC | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||
Unaudited (In Millions) | ||||||||||
TWELVE MONTHS ENDED DECEMBER 31 | ||||||||||
2015 |
2014 | |||||||||
CASH PROVIDED BY (USED IN): |
||||||||||
Operations: |
||||||||||
Net income |
$ 93.3 |
$ (114.9) | ||||||||
Adjustments to reconcile net income to net |
||||||||||
cash provided by operations: |
||||||||||
Depreciation and amortization |
392.7 |
322.6 | ||||||||
Deferred income taxes |
(1.1) |
(182.5) | ||||||||
Gain on disposals of assets |
(7.7) |
(3.7) | ||||||||
Impairment charges |
329.8 |
574.0 | ||||||||
Other - net |
52.3 |
0.7 | ||||||||
Net changes in current assets and liabilities |
152.9 |
(145.4) | ||||||||
Net changes in other noncurrent assets and liabilities |
(15.3) |
(27.8) | ||||||||
Net cash provided by operations |
996.9 |
423.0 | ||||||||
Investing activities: |
||||||||||
Property, plant and equipment additions |
(722.9) |
(1,958.2) | ||||||||
Proceeds from disposals of property, plant and equipment |
19.4 |
22.0 | ||||||||
Net cash used in investing activities |
(703.5) |
(1,936.2) | ||||||||
Financing activities: |
||||||||||
Proceeds from borrowings, net of issue costs |
220.0 |
792.7 | ||||||||
Repayments of borrowings |
(317.9) |
|||||||||
Payment of cash dividends |
(50.5) |
(37.7) | ||||||||
Other, net |
- |
4.6 | ||||||||
Net cash provided by (used in) financing activities |
(148.4) |
759.6 | ||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
145.0 |
(753.6) | ||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
339.2 |
1,092.8 | ||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ 484.2 |
$ 339.2 |
ROWAN COMPANIES PLC | ||||||||
SUPPLEMENTAL OPERATING SEGMENT INFORMATION | ||||||||
Unaudited (In Millions) | ||||||||
Three months ended Dec. 31, |
Year ended Dec. 31, | |||||||
2015 |
2014 |
2015 |
2014 | |||||
Deepwater: |
||||||||
Revenues |
$ 218.1 |
$ 100.1 |
$ 747.8 |
$ 179.8 | ||||
Operating expenses: |
||||||||
Direct operating costs |
69.3 |
46.6 |
276.6 |
87.8 | ||||
Depreciation and amortization |
28.2 |
13.7 |
94.6 |
24.4 | ||||
Selling, general and administrative |
- |
- |
- |
- | ||||
Material charges and other |
- |
- |
- |
- | ||||
Income (loss) from operations |
$ 120.6 |
$ 39.8 |
$ 376.6 |
$ 67.6 | ||||
Jack-ups: |
||||||||
Revenues |
$ 317.7 |
$ 456.1 |
$ 1,389.2 |
$ 1,644.6 | ||||
Operating expenses: |
||||||||
Direct operating costs |
166.5 |
232.9 |
716.5 |
903.6 | ||||
Depreciation and amortization |
70.7 |
73.7 |
283.9 |
283.5 | ||||
Selling, general and administrative |
- |
- |
- |
- | ||||
Material charges and other |
(9.7) |
565.7 |
328.8 |
544.8 | ||||
Income (loss) from operations |
$ 90.2 |
$ (416.2) |
$ 60.0 |
$ (87.3) | ||||
Unallocated costs and other: |
||||||||
Revenues |
$ - |
$ - |
$ - |
$ - | ||||
Operating expenses: |
||||||||
Direct operating costs |
- |
- |
- |
- | ||||
Depreciation and amortization |
3.3 |
5.1 |
12.9 |
14.7 | ||||
Selling, general and administrative |
27.4 |
33.8 |
115.8 |
125.8 | ||||
Material charges and other |
(0.1) |
(3.5) |
0.8 |
6.5 | ||||
Income (loss) from operations |
$ (30.6) |
$ (35.4) |
$ (129.5) |
$ (147.0) | ||||
Consolidated: |
||||||||
Revenues |
$ 535.8 |
$ 556.2 |
$ 2,137.0 |
$ 1,824.4 | ||||
Operating expenses: |
||||||||
Direct operating costs |
235.8 |
279.5 |
993.1 |
991.4 | ||||
Depreciation and amortization |
102.2 |
92.5 |
391.4 |
322.6 | ||||
Selling, general and administrative |
27.4 |
33.8 |
115.8 |
125.8 | ||||
Material charges and other |
(9.8) |
562.2 |
329.6 |
551.3 | ||||
Income (loss) from operations |
$ 180.2 |
$ (411.8) |
$ 307.1 |
$ (166.7) |
ROWAN COMPANIES PLC | |||||||||||||
SUPPLEMENTAL OPERATING INFORMATION | |||||||||||||
Unaudited | |||||||||||||
THREE MONTHS ENDED |
TWELVE MONTHS ENDED | ||||||||||||
December 31, 2015 |
September 30, 2015 |
December 31, 2014 |
DECEMBER 31, | ||||||||||
2015 |
2014 | ||||||||||||
RIG DAYS: |
|||||||||||||
Operating |
2,105 |
2,275 |
2,520 |
9,030 |
9,281 | ||||||||
Out of service (shipyard/transit/inspections/other) |
73 |
97 |
101 |
319 |
1,017 | ||||||||
Idle (uncontracted) |
404 |
373 |
95 |
1,289 |
140 | ||||||||
Operational downtime (off rate during rig operations) |
36 |
35 |
29 |
183 |
112 | ||||||||
Cold stacked |
306 |
164 |
184 |
1,003 |
730 | ||||||||
Total available |
2,924 |
2,944 |
2,929 |
11,824 |
11,280 | ||||||||
Utilization |
72% |
77% |
86% |
76% |
82% | ||||||||
Utilization (excluding cold-stacked rigs) |
80% |
82% |
92% |
83% |
88% | ||||||||
AVERAGE DAY RATES (in thousands): |
|||||||||||||
Jack-ups: |
|||||||||||||
North Sea |
$ 278.2 |
$ 274.3 |
$ 306.4 |
$ 279.6 |
$ 289.8 | ||||||||
Middle East |
131.6 |
130.5 |
145.8 |
132.2 |
141.2 | ||||||||
Gulf of Mexico |
66.7 |
73.8 |
150.1 |
88.6 |
151.0 | ||||||||
All jack-up rigs |
176.3 |
165.3 |
185.2 |
173.4 |
177.3 | ||||||||
Drillships |
$ 623.3 |
$ 610.9 |
$ 658.6 |
620.5 |
650.4 | ||||||||
OPERATIONS COSTS AND EXPENSES (in millions): |
|||||||||||||
Personnel (a) |
$ 155.7 |
$ 165.6 |
$ 180.7 |
$ 680.3 |
$ 631.7 | ||||||||
Repairs and maintenance |
38.2 |
37.6 |
43.2 |
140.4 |
175.5 | ||||||||
All other |
34.0 |
32.6 |
33.5 |
129.3 |
130.8 | ||||||||
Subtotal (excluding rebillables) |
$ 227.9 |
$ 235.8 |
$ 257.4 |
$ 950.0 |
$ 938.0 | ||||||||
Rebillables (equally offset with rebillable revenue) |
7.9 |
11.8 |
22.1 |
43.1 |
53.3 | ||||||||
Total |
$ 235.8 |
$ 247.6 |
$ 279.5 |
$ 993.1 |
$ 991.3 | ||||||||
(a) Includes labor, fringes, training, travel and catering costs. |
ROWAN COMPANIES PLC | ||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||||||||
THREE MONTHS ENDED DECEMBER 31 |
TWELVE MONTHS | |||||||||
ENDED DECEMBER 31 | ||||||||||
2015 |
2014 |
2015 |
2014 | |||||||
NET INCOME (LOSS): |
||||||||||
GAAP NET INCOME (LOSS) |
$ 124.4 |
$ (326.9) |
$ 93.3 |
$ (114.9) | ||||||
Gain on sale of Rowan Lousiana, net of tax |
(6.3) |
- |
(6.3) |
- | ||||||
Loss on debt extinguishment, net of tax |
1.0 |
- |
1.0 |
- | ||||||
Non-cash asset impairment charges, net of tax |
- |
438.4 |
273.8 |
446.7 | ||||||
Discrete tax item |
- |
- |
75.3 |
(41.0) | ||||||
Litigation charge (proceeds), net of tax |
- |
- |
4.9 |
(20.9) | ||||||
Discontinued operations, net of tax |
- |
- |
- |
(4.0) | ||||||
NON-GAAP NET INCOME |
$ 119.1 |
$ 111.5 |
$ 442.0 |
$ 265.9 | ||||||
DILUTED INCOME (LOSS) PER SHARE*: |
||||||||||
GAAP NET INCOME (LOSS) PER SHARE |
$ 0.99 |
$ (2.63) |
$ 0.75 |
$ (0.93) | ||||||
Gain on sale of Rowan Lousiana, net of tax |
(0.05) |
- |
(0.05) |
- | ||||||
Loss on debt extinguishment, net of tax |
0.01 |
- |
0.01 |
- | ||||||
Non-cash asset impairment charges, net of tax |
- |
3.53 |
2.18 |
3.60 | ||||||
Discrete tax item |
- |
- |
0.60 |
(0.33) | ||||||
Litigation charge (proceeds), net of tax |
- |
- |
0.04 |
(0.17) | ||||||
Discontinued operations, net of tax |
- |
- |
- |
(0.03) | ||||||
NON-GAAP NET INCOME PER SHARE |
$ 0.95 |
$ 0.89 |
$ 3.53 |
$ 2.14 | ||||||
ADJUSTED EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION (EBITDA) |
||||||||||
GAAP NET INCOME (LOSS) |
$ 124.4 |
$ (326.9) |
$ 93.3 |
$ (114.9) | ||||||
Gain on sale of Rowan Lousiana |
(9.7) |
- |
(9.7) |
- | ||||||
Loss on debt extinguishment |
1.5 |
- |
1.5 |
- | ||||||
Non-cash asset impairment charges |
- |
565.6 |
329.8 |
574.0 | ||||||
Litigation charge (proceeds) |
- |
- |
7.6 |
(20.9) | ||||||
Interest (income) expense and other, net |
40.9 |
29.7 |
147.9 |
102.9 | ||||||
Depreciation and amortization |
102.2 |
92.6 |
391.4 |
322.6 | ||||||
Income tax expense (benefit) |
13.4 |
(114.6) |
64.4 |
(150.7) | ||||||
Discontinued operations, net of tax |
- |
- |
- |
(4.0) | ||||||
NON-GAAP ADJUSTED EBITDA |
$ 272.7 |
$ 246.4 |
$ 1,026.2 |
$ 709.0 | ||||||
* Per share amounts may not sum due to rounding. |
SOURCE Rowan Companies plc
HOUSTON, Feb. 25, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or "Company") (NYSE: RDC) announced that Jack B. Moore has been nominated to stand for election to the Rowan Companies Board of Directors at the annual general meeting of shareholders. Mr. Moore recently retired as Chief Executive Officer from Cameron International Corp. in October 2015, after serving in that role since 2008 and as Chairman of the Board since 2011.
Matt Ralls, Rowan's Chairman of the Board, stated, "We are delighted to nominate Jack today. We are confident that his qualifications and experience in the oilfield services sector will make him a strong contributor to the Rowan Board of Directors."
Mr. Moore also serves on the Board of Directors of KBR Inc. and on the Board of the Petroleum Equipment Suppliers Association, the National Ocean Industries Association, and the American Petroleum Institute. He also serves in positions of leadership in charitable and non-profit organizations, including the United Way of Greater Houston, MAM, The University of Houston Board of Visitors and the CT Bauer College of Business Advisory Board. Mr. Moore has a Bachelor of Business Administration degree from the University of Houston and attended the Advanced Management Program at the Harvard Business School.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation or renegotiation by our customers of drilling contracts, letter agreements or letters of intent or the exercise of early termination provisions, risks associated with fixed cost drilling operations, cost overruns or delays on shipyard repair, construction or transportation of drilling units, maintenance and repair costs, costs or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism and hostilities in our areas of operations that may result in loss or seizure of assets, the outcome of disputes and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
SOURCE Rowan Companies plc
HOUSTON, Jan. 27, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or "Company") (NYSE: RDC) announced today that effective January 25, 2016, the Company amended its revolving credit agreement to extend the maturity date by one year to January 23, 2021 from January 23, 2020. Availability under the facility is $1.5 billion through January 23, 2019, declining to $1.44 billion through January 23, 2020, and to approximately $1.29 billion through the maturity in 2021. The facility is undrawn today. Additionally, during the fourth quarter of 2015, the Company retired approximately $98 million of outstanding senior notes which would have come due over the next four years, eliminating over $21 million of interest over this same time period.
The Company also announced that its Board of Directors has eliminated the quarterly cash dividend of $0.10 per Class A Ordinary Share effective immediately, providing the Company with additional liquidity of $50 million annually.
Tom Burke, Rowan's President and Chief Executive Officer, commented, "Rowan is well positioned with high quality contract backlog, no newbuild capital commitments, strong liquidity, and an attractive debt maturity profile. The actions announced today further strengthen our credit profile, which we believe will be a competitive advantage during this extremely challenging business cycle. The extension of our credit facility to 2021, elimination of the dividend and recent debt retirements, coupled with our strong cash position in excess of $480 million at year end, will provide us greater flexibility to both weather the severe cyclical downturn and opportunistically invest countercyclically. We will remain focused on reducing our cost structure and capital spending and identifying the best uses of capital to maximize financial returns."
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, Southeast Asia, and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation or renegotiation by our customers of drilling contracts, the exercise of early termination provisions, risks associated with fixed cost drilling operations, cost overruns or transportation of drilling units, maintenance and repair costs or delays, costs or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism and hostilities in our areas of operations that may result in loss or seizure of assets, the outcome of disputes and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
SOURCE Rowan Companies plc
HOUSTON, Jan. 26, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) plans to report earnings for the fourth quarter and full year 2015 on Friday, February 26, 2016, before the open of trading on the New York Stock Exchange. Following the earnings report, the Company will conduct a conference call at 10:00 a.m. Central Time to discuss its operating results.
Individuals who wish to participate on the conference call by telephone should dial-in approximately five to 10 minutes prior to the scheduled start time, using the dialing information provided below.
877-201-0168 (U.S. and Canada)
647-788-4901 (International)
20623130 Conference ID
In addition, the conference call will be simulcast through a listen-only broadcast over the internet and can be accessed by logging on at the Company's website at www.rowan.com. You should connect to the Company's website at least 15 minutes prior to the conference call to register, download and install any necessary software. A replay will be available through the internet and can be accessed at the Company's website.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, Southeast Asia and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
SOURCE Rowan Companies plc
HOUSTON, Jan. 20, 2016 /PRNewswire/ -- Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) announced today that its report of drilling rig status and contract information has been updated as of January 20, 2016. The report titled "Fleet Status Report" can be found on the Company's website at www.rowan.com. Rowan intends to provide quarterly updates to this report in 2016.
Notable events in the current report include:
No operational downtime is included in projected out-of-service days, but the Company estimates jack-up operational downtime to account for approximately 2.5% of in-service days in current and future quarters. Rowan continues to expect drillship operational downtime to be approximately 5% after a break-in period of approximately six months up to one year (during which drillship operational downtime will likely be higher).
Out-of-service days are days where a rig is (or is planned to be) out-of-service and is not able to earn revenue. The Company may be compensated for certain out-of-service days such as shipyard stays or transit periods preceding a contract. However, any such compensation is deferred and recognized over the period of drilling operations. Operational downtime is when a rig is under contract and unable to conduct planned operations due to equipment breakdowns or procedural failures.
Unless otherwise indicated, all day rates on the fleet status include estimated amortization of contract mobilization/modification revenues. However, day rates exclude approximately $20 to $30 million of other miscellaneous aggregate annual revenue the Company receives during rig operations (or approximately $5 to $8 million per quarter). Day rates also exclude rebillable revenues which are equally offset by drilling expenses.
This summary is provided as a courtesy and is not intended to replace a detailed review of the Fleet Status Report. While the Company has attempted to include items it believes are significant, we encourage you to review the Fleet Status Report in detail.
Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, composed of 27 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, Southeast Asia and Trinidad. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC." For more information on the Company, please visit www.rowan.com.
Forward Looking Statements
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation or renegotiation by our customers of drilling contracts, letter agreements or letters of intent or the exercise of early termination provisions, risks associated with fixed cost drilling operations, cost overruns or delays on shipyard repair, construction or transportation of drilling units, maintenance and repair costs, costs or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism and hostilities in our areas of operations that may result in loss or seizure of assets, the outcome of disputes and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
SOURCE Rowan Companies plc
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