Obligation Rowen Corp 7.875% ( US779382AK60 ) en USD

Rowen Corp

100 % ⇌

Etas-Unis

US779382AK60 ( en USD )

7.875% par an ( paiement semestriel )

01/08/2019 - Obligation échue

Prospectus brochure de l'obligation Rowan Cos US779382AK60 en USD 7.875%, échue

1 000 USD

500 000 000 USD

779382AK6

N/A

N/A

Rowan Companies est une entreprise américaine spécialisée dans le forage offshore et les services de soutien à l'industrie pétrolière et gazière.

L'obligation de type senior, identifiée par le code ISIN US779382AK60 et le code CUSIP 779382AK6, a été émise par Rowan Companies, un acteur majeur de l'industrie du forage offshore fournissant des services de forage pétrolier et gazier à l'échelle mondiale, société qui a depuis fusionné avec Ensco plc pour former Valaris plc en 2019 ; cet instrument de dette, émis aux États-Unis et libellé en dollars américains (USD), présentait un taux d'intérêt fixe de 7.875% sur une taille totale d'émission de 500 000 000 USD, avec une taille minimale à l'achat de 1 000 USD, et prévoyait des paiements d'intérêts semi-annuels jusqu'à sa maturité fixée au 1er août 2019, date à laquelle elle a été intégralement remboursée aux porteurs à 100% de sa valeur nominale, clôturant ainsi son parcours financier.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-160579
CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Title of Each Class
Amount to be
Offering Price

Aggregate

A
of Securities to be Registered
Registered

per Unit

Offering Price
Reg
77/8% Senior Notes due 2019 $ 500,000,000
99.341%

$ 496,705,000
$ 27

(1) This amount is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as
amended.
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 15, 2009)

$500,000,000

Rowan Companies, Inc.

77/8% Senior Notes due 2019

We are offering $500 million of our 77/8% Senior Notes due 2019. We will pay interest on the
notes on February 1 and August 1 of each year, commencing on February 1, 2010. The notes
will mature on August 1, 2019.
We may elect to redeem any or all of the notes at any time for an amount equal to 100% of the
principal amount of the notes redeemed plus a make-whole premium plus accrued but unpaid
interest to the redemption date.
The notes will be our unsecured senior obligations and will rank equal in right to all our existing
and future unsecured senior indebtedness, and will be effectively junior to our existing and
future secured indebtedness to the extent of collateral securing that debt. The notes will be
structurally junior to the indebtedness and other liabilities of our subsidiaries.
We do not intend to apply for listing of the notes on any securities exchange or for inclusion of
the notes in any automated quotation system. Currently, there is no public market for the notes.
See "Risk Factors" beginning on page S-10 to read about important factors you
should consider before buying the notes.

Per Note
Total

Price to the public(1)
99.341 % $ 496,705,000
Underwriting discounts and commissions
0.650 % $ 3,250,000

Proceeds to us (before expenses)(1)
98.691 % $ 493,455,000

(1) Plus accrued interest, if any, from July 21, 2009.

Neither the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
We expect that delivery of the notes will be made to investors in book-entry form on or about
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July 21, 2009 through The Depository Trust Company.

Joint Book-Running Managers

Barclays Capital
Goldman, Sachs & Co.

CitiDeutsche Bank Securities Wells Fargo Securities

Prospectus Supplement dated July 15, 2009
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You should rely only on the information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus. We have not, and
the underwriters have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you
should not rely on it.

We are not, and the underwriters are not, making an offer to sell the notes in any
jurisdiction where the offer or sale is not permitted.

You should assume that the information appearing in this prospectus
supplement and the accompanying prospectus is accurate only as of the respective
dates on the front of those documents or earlier dates specified herein or therein. Our
business, financial condition, results of operations and prospects may have changed
since those dates.

TABLE OF CONTENTS

Prospectus Supplement

Page

About This Prospectus Supplement

S-ii
Incorporation by Reference

S-ii
Forward-Looking Statements

S-ii
Non-GAAP Financial Measures

S-iii
Industry and Market Data
S-iv
Prospectus Supplement Summary

S-1
Risk Factors
S-10
Use of Proceeds
S-13
Capitalization
S-14
Ratio of Earnings to Fixed Charges
S-15
Business
S-16
Management
S-21
Description of Our Other Indebtedness
S-24
Description of Notes
S-27
Certain United States Federal Income Tax Considerations
S-38
Underwriting
S-42
Legal Matters
S-44
Experts
S-44

Prospectus

Page

About this Prospectus

i
Where You Can Find More Information

ii
Incorporation by Reference

ii
Forward-Looking Statements

iii
Industry and Market Data

iv
Rowan Companies, Inc.

1
Risk Factors

1
Use of Proceeds

1
Ratios of Earnings to Fixed Charges

2
Description of Capital Stock

2
Description of Debt Securities

5
Description of Warrants
15
Description of Units
15
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Plan of Distribution
16
Legal Matters
17
Experts
17

S-i
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Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a universal
shelf registration statement on Form S-3 that we filed with the Securities and Exchange
Commission, or the SEC. Under the shelf registration process, we may sell any combination
of capital stock, debt securities, warrants or units in one or more offerings from time to time.
In the accompanying prospectus, we provide you a general description of the securities we
may offer from time to time under our shelf registration statement. This prospectus
supplement describes the specific details regarding this offering, including the price, the
aggregate principal amount of debt being offered and the risks of investing in our securities.
This prospectus supplement, the accompanying prospectus and the documents incorporated
by reference herein and therein include important information about us, the notes being
offered and other information you should know before investing.

Unless otherwise indicated or the context otherwise requires, in this prospectus
supplement, all references to "Rowan Companies," "Rowan," "we," "us" or "our" refer to
Rowan Companies, Inc. and its direct and indirect subsidiaries on a consolidated basis.

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information that we file with them,
which means that we can disclose important information to you by referring you to other
documents filed separately with the SEC. The information incorporated by reference is an
important part of this prospectus supplement and the accompanying prospectus, and
information that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the following documents and all documents that we
subsequently file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (other than information furnished rather than filed):

· our Annual Report on Form 10-K for the year ended December 31, 2008, as filed
with the SEC on March 2, 2009;

· our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, as
filed with the SEC on May 11, 2009;

· our Current Reports on Form 8-K and 8-K/A, as filed with the SEC on
January 26, 2009, February 9, 2009, March 2, 2009, March 9, 2009, March 10,
2009, May 11, 2009, May 12, 2009, June 1, 2009, June 22, 2009 and June 26,
2009; and

· the description of our common stock contained in our registration statements
filed pursuant to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

FORWARD-LOOKING STATEMENTS

This prospectus supplement includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and the
Private Securities Litigation Reform Act of 1995 about us that are subject to risks and
uncertainties. All statements other than statements of historical fact included in this
document are forward-looking statements. Forward-looking statements may be found under
"Prospectus Supplement Summary," "Risk Factors" and elsewhere in this document
regarding our financial position, business strategy, possible or assumed future results of
operations, and other plans and objectives for our future operations.

Forward-looking statements are subject to risks and uncertainties. Although we
believe that in making such statements our expectations are based on reasonable
assumptions, such statements may be influenced by factors that could cause actual
outcomes and results to be materially different from those projected.
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S-ii
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Except for our obligation to disclose material information under U.S. federal securities
laws, we do not undertake any obligation to release publicly any revisions to any forward-
looking statements, to report events or circumstances after the date of this prospectus
supplement, or to report the occurrence of unanticipated events.

Statements that are predictive in nature, that depend upon or refer to future events or
conditions, or that include words such as "will," "would," "should," "plans," "likely," "expects,"
"anticipates," "intends," "believes," "estimates," "thinks," "may," and similar expressions, are
forward-looking statements. The following important factors, in addition to those discussed
under the caption "Risk Factors" and elsewhere in this document, could affect the future
results of the energy industry in general, and us in particular, and could cause those results
to differ materially from those expressed in or implied by such forward-looking statements:

· demand for drilling services in the United States and abroad;

· demand for oil, natural gas and other commodities;

· oil and natural gas prices;

· the level of exploration and development expenditures by national oil companies,
major international oil companies and large investment-grade exploration and
production companies;

· the willingness and ability of the Organization of Petroleum Exporting Countries,
or OPEC, to limit production levels and influence prices;

· the level of production in non-OPEC countries;

· the general economy, including inflation;

· the condition of the capital markets;

· weather conditions in our principal operating areas, including possible disruption
of exploration and development activities due to hurricanes and other severe
weather conditions;

· environmental and other laws and regulations;

· policies of various governments regarding exploration and development of their
oil and natural gas reserves;

· domestic and international tax policies;

· political and military conflicts and the effects of terrorism;

· advances in exploration and development technology; and

· consolidation of our customer base.

All written and oral forward-looking statements attributable to us are expressly
qualified in their entirety by such factors. For additional information with respect to these
factors, see "Incorporation by Reference."

NON-GAAP FINANCIAL MEASURES

The SEC has adopted rules to regulate the use of "non-GAAP financial measures,"
such as EBITDA and Adjusted EBITDA, that are derived on the basis of methodologies other
than in accordance with generally accepted accounting principles, or GAAP. EBITDA is a
non-GAAP financial measure that complies with the Securities Act regulations when it is
defined as net income (the most directly comparable GAAP financial measure) before
interest, taxes, depreciation and amortization. We define EBITDA in this prospectus
supplement accordingly.

S-iii
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Adjusted EBITDA is another non-GAAP financial measure, which we define to be
EBITDA as adjusted for (i) gain on disposals of property and equipment, (ii) material charges
and other operating expenses (including in 2008, inventory valuation charges, goodwill
impairment, professional fees related to the suspended monetization of LeTourneau
Technologies, Inc., impairment charges due to the cancellation of construction on a jack-up
rig and severance payments; in 2006, such charges included a charge in anticipation of
payments made in 2007 related to a Department of Justice investigation), (iii) gain on
hurricane-related events and (iv) other income (expense), which includes unrealized foreign
currency translation gains and losses. We present EBITDA and Adjusted EBITDA because
we believe that our lenders consider them to be important supplemental measures of our
performance and believe they are frequently used by securities analysts, investors and other
interested parties in the evaluation of companies in our industry. We believe EBITDA and
Adjusted EBITDA are appropriate supplemental measures of debt service capacity, because
cash expenditures on interest are, by definition, available to pay interest, and tax expense is
inversely correlated to interest expense because tax expense goes down as deductible
interest expense goes up; depreciation and amortization are non-cash charges.

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not
consider them in isolation, or as substitutes for analysis of our results as reported under
GAAP. For example, these measures:

· do not reflect our cash expenditures, or future requirements for capital
expenditures or contractual commitments;

· do not reflect changes in, or cash requirements for, our working capital needs;

· do not reflect the significant interest expense, or the cash requirements
necessary to service interest or principal payments, on our debts; and

· do not reflect the effect of earnings or charges resulting from matters we
consider not to be indicative of our ongoing operations.

In addition, although depreciation and amortization are non-cash charges, the assets
being depreciated and amortized will often have to be replaced in the future, and EBITDA
and Adjusted EBITDA do not reflect any cash requirements for such replacements. Other
companies in our industry and in other industries may calculate EBITDA and Adjusted
EBITDA differently from the way that we do, limiting their usefulness as comparative
measures. Because of these limitations, EBITDA and Adjusted EBITDA should not be
considered as measures of discretionary cash available to us to invest in the growth of our
business. We compensate for these limitations by relying primarily on our GAAP results and
using EBITDA and Adjusted EBITDA only supplementally.

INDUSTRY AND MARKET DATA

We have obtained some industry and market share data from third-party sources that
we believe are reliable. In many cases, however, we have made statements in this
prospectus supplement (or in documents incorporated by reference in this prospectus
supplement) regarding our industry and our position in the industry based on estimates made
based on our experience in the industry and our own investigation of market conditions. We
believe these estimates to be accurate as of the date of this prospectus supplement.
However, this information may prove to be inaccurate because of the method by which we
obtained some of the data for our estimates or because this information cannot always be
verified with complete certainty due to the limits on the availability and reliability of raw data,
the voluntary nature of the data gathering process and other limitations and uncertainties. As
a result, you should be aware that the industry and market data included or incorporated by
reference in this prospectus supplement, and estimates and beliefs based on that data, may
not be reliable. We cannot, and the underwriters cannot, guarantee the accuracy or
completeness of any such information.

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