Continental Focus, International Reach

Ensco/Rowan Merger Complete

Monday, April 15, 2019

Ensco and Rowan Companies have completed their merger. The company is now EnscoRowan. The merger follows the satisfaction of the transaction’s closing conditions including overwhelming approval by each company’s shareholders and sanction by the UK Court of the scheme of arrangement implementing the transaction.

The company will trade on the NYSE under the ticker symbol ESV. EnscoRowan will maintain its headquarters in London, England, with a significant presence in Houston, Texas.

Under the terms of the transaction agreement, Rowan shareholders received 2.750 Ensco shares for each Rowan share they owned immediately prior to closing. Legacy Ensco and Rowan shareholders own approx. 55% and 45%, respectively, of the outstanding shares of EnscoRowan.

Following the closing of the transaction, ordinary shares of the combined company have been consolidated through a 4:1 reverse stock split, resulting in approximately 197 million ordinary shares outstanding.

In conjunction with the closing of the transaction and the termination of the Rowan revolving credit facilities, the Company has executed an agreement with its banking group to increase the capacity under its revolving credit facility. As a result, EnscoRowan will have borrowing capacity under its unsecured revolving credit facility of approximately $2.3 billion through September 2019, and approx. $1.7 billion from October 2019 through September 2022. It is EnscoRowan’s intention that the senior notes issued by Ensco and the senior notes issued by Rowan Companies Inc. guaranteed by Rowan Companies will be made pari passu and equal in right of payment with each other.