Obbligazione Rowen Corp 4.875% ( US779382AP57 ) in USD

Emittente Rowen Corp
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US779382AP57 ( in USD )
Tasso d'interesse 4.875% per anno ( pagato 2 volte l'anno)
Scadenza 31/05/2022 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Rowan Cos US779382AP57 in USD 4.875%, scaduta


Importo minimo 1 000 USD
Importo totale 700 000 000 USD
Cusip 779382AP5
Standard & Poor's ( S&P ) rating B- ( Highly speculative )
Moody's rating Caa2 ( Extremely speculative
Descrizione dettagliata Rowan Companies č stata una societā di servizi petroliferi americana, acquisita da Ensign Energy Services nel 2019.

The Obbligazione issued by Rowen Corp ( United States ) , in USD, with the ISIN code US779382AP57, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/05/2022

The Obbligazione issued by Rowen Corp ( United States ) , in USD, with the ISIN code US779382AP57, was rated Caa2 ( Extremely speculative by Moody's credit rating agency.

The Obbligazione issued by Rowen Corp ( United States ) , in USD, with the ISIN code US779382AP57, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.







Final Prospectus
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424B5 1 d352428d424b5.htm FINAL PROSPECTUS
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-181455
Registration No. 333-181455-01
CALCULATION OF REGISTRATION FEE


Proposed Maximum Proposed Maximum
Title of Each Class
Amount to be
Offering Price
Aggregate
Amount of
of Securities to be Registered

Registered

per Unit

Offering Price

Registration Fee
4.875% Senior Notes due 2022

$500,000,000
99.333%

$496,665,000
$56,918 (1)
Guarantees of Senior Notes

--

--

--

$ --(2)
(1) This amount is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. A registration fee of
$109,505 has already been paid with respect to securities that were previously registered pursuant to a Registration Statement
on Form S-4 (No. 333-179749) filed by Rowan Companies Limited (the former name of the registrant's parent company, Rowan
Companies plc) on February 28, 2012 and were not sold thereunder. Pursuant to Rule 457(p), the registrant is offsetting such
amount that has already been paid against the $56,918 registration fee relating to the securities offered by this prospectus
supplement.

(2) No separate consideration will be paid in respect of the guarantee. Pursuant to Rule 457(n) under the Securities Act of 1933, as
amended, no registration fee is required with respect to such guarantees.
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PROSPECTUS SUPPLEMENT
(To prospectus dated May 16, 2012)

(a corporation incorporated under the laws of Delaware)
4.875% Senior Notes due 2022
Fully and Unconditionally Guaranteed by
(a public limited company incorporated under the laws of England and Wales)


Rowan Companies, Inc., or Rowan Delaware, is offering $500 million of our 4.875% senior notes due 2022. Rowan Delaware
will pay interest on the notes on June 1 and December 1 of each year, beginning on December 1, 2012. The notes will mature on June
1, 2022. The notes will be fully and unconditionally guaranteed by our parent company, Rowan Companies plc, or Rowan UK.
Rowan Delaware may redeem some of the notes from time to time or all of the notes at any time at the redemption prices set forth
in this prospectus supplement.
The notes will be unsecured senior obligations of Rowan Delaware and will rank equal in right to all its existing and future
unsecured senior indebtedness. The guarantee of the notes by Rowan UK will be a senior obligation of Rowan UK and will rank
equal in right to all the existing and future unsecured senior indebtedness of Rowan UK.
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)

99.333%
$496,665,000
Underwriting discount

0.650%
$ 3,250,000
Proceeds to us (before expenses)(1)

98.683%
$493,415,000
(1) Plus accrued interest, if any, from May 21, 2012.
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 May 21, 2012 through The
Depository Trust Company.


Joint Book-Running Managers

Citigroup

RBC Capital Markets

Wells Fargo Securities


Co-Managers

Barclays

BofA Merrill Lynch

DNB Markets
Goldman, Sachs & Co.

Mitsubishi UFJ Securities

Morgan Stanley
May 16, 2012
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You should rely only on the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you.
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, the accompanying prospectus and the
documents incorporated by reference herein and therein are 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 respective 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-iv
Industry and Market Data
S-v

Prospectus Supplement Summary
S-1

Risk Factors
S-10
Use of Proceeds
S-15
Capitalization
S-16
Ratio of Earnings to Fixed Charges
S-17
Description of Notes
S-18
Certain United States Federal Income Tax Considerations
S-30
Underwriting
S-35
Legal Matters
S-38
Experts
S-38
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

Our Company
1

Risk Factors
1

Use of Proceeds
1

Ratios of Earnings to Fixed Charges
2

Description of Class A Ordinary Shares
2

Description of Ordinary Shares
2

Description of Preference Shares
3

Description of Debt Securities
3

Description of Guarantees
13

Description of Warrants
14

Description of Share Purchase Contracts
15

Description of Units
15

Plan of Distribution
15

Legal Matters
17

Experts
17


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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 Class A Ordinary Shares, ordinary shares, preference shares, senior debt securities, subordinated debt securities,
guarantees, share purchase contracts, warrants and/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 unless the context otherwise requires, all references in this prospectus supplement to "Rowan
Companies," "Rowan," "we," "us" and "our" mean Rowan Companies plc, a public limited company incorporated under the laws of
England and Wales, and its wholly owned subsidiaries. "Rowan UK" refers to Rowan Companies plc, and not to any of its
subsidiaries or affiliates. "Rowan Delaware" refers to Rowan Companies, Inc., a Delaware corporation and a subsidiary of Rowan
UK, and not to any of other subsidiaries or affiliates of Rowan UK.
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, or the Exchange Act (other than information furnished rather than filed):

·
our annual report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on February 28, 2012 and as

amended by the Form 10-K/A filed on April 30, 2012, except for Item 8 therein to the extent superseded by the Current
Report on Form 8-K filed on May 16, 2012;

·
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed with the SEC on May 2, 2012, except

for Item 1 therein to the extent superseded by the Current Report on Form 8-K filed on May 16, 2012;

·
the description of the Class A Ordinary Shares contained in our Current Report on Form 8-K, as filed with the SEC on

May 4, 2012; and

·
our current reports on Form 8-K, as filed with the SEC on February 3, 2012, February 28, 2012, March 15,

2012, March 27, 2012 (as amended by Form 8-K/A filed on March 27, 2012), April 12, 2012, April 16, 2012, April 27,
2012, April 30, 2012, May 4, 2012 and May 16, 2012.
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 prospectus supplement are forward-looking
statements. Forward-looking statements may be found under "Prospectus Supplement Summary," "Risk Factors" and elsewhere in this
prospectus supplement regarding our financial position, business strategy, possible or assumed future results of operations, and other
plans and objectives for our future operations.

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Forward-looking statements include words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "plan,"
"project," "could," "may," "might," "should," "will" and similar words and specifically include statements regarding expected
financial performance; expected utilization, day rates, revenues, operating expenses, contract terms, contract backlog, capital
expenditures, insurance coverages, financing and funding sources; the timing of availability, delivery, mobilization, contract
commencement or relocation or other movement of rigs; future rig construction (including construction in progress and completion
thereof), enhancement, upgrade or repair and costs and timing thereof; the suitability of rigs for future contracts; general market,
business and industry conditions, trends and outlook; future operations; the impact of the Macondo well incident and increased
regulatory oversight; expected contributions from our rig fleet expansion program and our entry into the deepwater market; expense
management; and the likely outcome of legal proceedings or insurance or other claims and the timing thereof.
Such statements are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially
from those indicated, including:

·
drilling permit and operations delays, moratoria or suspensions, new and future regulatory, legislative or permitting
requirements (including requirements related to certification and testing of blow-out preventers and other equipment or
otherwise impacting operations), future lease sales, changes in laws, rules and regulations that have or may impose

increased financial responsibility, additional oil spill abatement contingency plan capability requirements and other
governmental actions that may result in claims of force majeure or otherwise adversely affect our existing drilling
contracts;

·
governmental regulatory, legislative and permitting requirements affecting drilling operations in the areas in which our rigs

operate;

·
changes in worldwide rig supply and demand, competition or technology, including as a result of delivery of newbuild

drilling rigs;

·
future levels of drilling activity and expenditures, whether as a result of global capital markets and liquidity, prices of oil

and natural gas or otherwise, which may cause us to idle or stack additional rigs;

·
downtime and other risks associated with rig operations, operating hazards, or rig relocations, including rig or equipment
failure, damage and other unplanned repairs, the limited availability of transport vessels, hazards, self-imposed drilling

limitations and other delays due to weather conditions and the limited availability or high cost of insurance coverage for
certain offshore perils or associated removal of wreckage or debris;

·
possible cancellation or suspension of drilling contracts as a result of mechanical difficulties, performance or other

reasons;

·
risks inherent to shipyard rig construction, repair or enhancement, unexpected delays in equipment delivery and

engineering or design issues following shipyard delivery, or changes in the dates our rigs will enter a shipyard, be
delivered, return to service or enter service;


·
actual contract commencement dates;

·
operating hazards, including environmental or other liabilities, risks, expenses or losses, whether related to storm or

hurricane damage, losses or liabilities (including wreckage or debris removal) or otherwise;

·
our ability to attract and retain skilled personnel on commercially reasonable terms, whether due to competition from other

contract drillers, labor regulations or otherwise;

·
governmental action and political and economic uncertainties, including uncertainty or instability resulting from civil
unrest, political demonstrations, mass strikes, or an escalation or additional outbreak of armed hostilities or other crises in

oil or natural gas producing areas of the Middle East or other geographic areas, which may result in expropriation,
nationalization, confiscation or deprivation of our assets or result in claims by our customers of a force majeure situation;

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·
terrorism, piracy or military action impacting our operations, assets or financial performance;

·
the outcome of legal proceedings, or other claims or contract disputes, including any inability to collect receivables or
resolve significant contractual or day rate disputes, any purported renegotiation, nullification, cancellation or breach of

contracts with customers or other parties and any failure to negotiate or complete definitive contracts following
announcements of receipt of letters of intent;


·
potential long-lived asset impairments; and

·
costs and uncertainties associated with the redomestication, or changes in foreign or domestic laws that could effectively

reduce or eliminate the anticipated benefits of the transaction.
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, 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 applicable safe harbor provisions of the Exchange Act regulations when it is defined as net
income from continuing operations (the most directly comparable GAAP financial measure) before interest, taxes, depreciation and
amortization. We define EBITDA in this prospectus supplement accordingly.
We present EBITDA because we believe that our investors consider it to be an important supplemental measure of our
performance and believe it is frequently used by securities analysts and other interested parties in the evaluation of companies in our
industry. We believe EBITDA is an appropriate supplemental measure 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 has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our
results as reported under GAAP. For example, this measure:


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


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

· does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal

payments, on our debts; and

· does 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 does not reflect any cash requirements for such replacements. Other companies in our
industry and in other industries may calculate EBITDA differently from the way that we do, limiting its usefulness as a comparative
measure. Because of these limitations, EBITDA should not be considered as a measure 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 only
supplementally.

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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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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information from this prospectus supplement and the accompanying prospectus to help you
understand our business and an investment in the notes offered hereby. You should read carefully this entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein and therein for a more
complete understanding of this offering. For more information about important risks that you should consider before making
a decision to purchase notes in this offering, you should read the "Risk Factors" beginning on page S-10 of this prospectus
supplement, as well as the "Risk Factors" appearing in our annual report on Form 10-K for the year ended December 31,
2011, as amended, and our quarterly report on Form 10-Q for the three months ended March 31, 2012.
Rowan Companies plc
We are a successor to a contract drilling business conducted since 1923. On May 4, 2012, we completed a change in our
legal domicile from Delaware to the United Kingdom, where we already have substantial and growing operations. Our former
Delaware parent company, Rowan Companies, Inc., which we refer to as "Rowan Delaware," entered into a merger transaction,
which we refer to as the "merger," with Rowan Mergeco, LLC, a newly formed Delaware limited liability company and its
wholly owned subsidiary, which was approved by Rowan Delaware's stockholders and whereby Rowan Delaware became an
indirect, wholly owned subsidiary of Rowan UK. As a result of the merger, Rowan UK became the parent company of the Rowan
group of companies.
We are a leading international provider of contract drilling services with a focus on high-specification and premium jack-up
rigs, which we use for both exploratory and development drilling. Depending on the particular rig and location, we are capable of
drilling to depths of up to 35,000 feet in water up to 550 feet deep. As of April 25, 2012, our offshore fleet includes 31
self-elevating mobile jack-up rigs, with eleven rigs located in the Middle East, nine in the U.S. Gulf of Mexico, or GOM, six in
the North Sea, two in Trinidad, one each in Malaysia and Vietnam and another en route to Malaysia. In addition, we have three
ultra-deepwater drillships under construction with deliveries expected in late 2013, mid 2014 and late 2014, respectively. The
drillships will be capable of drilling wells to depths of 40,000 feet in waters of up to 12,000 feet.
For the three months ended March 31, 2012, we had total revenues of $333.5 million, net income of $49.5 million and
EBITDA of $125.1 million. Please see "Summary Consolidated Historical Financial Data" for a reconciliation of EBITDA to its
most directly comparable GAAP financial measure.
The following table summarizes our offshore jack-up rig assets as of April 25, 2012:

High-Specification
Premium
Conventional
Percentage of


Jack-Ups(1)


Jack-Ups(2)

Jack-Ups

Total

Fleet(3)

Middle East

5


6



--
11

35

GOM

5


1


3


9

29

North Sea

6



--

--
6

19

Trinidad

1


1



--
2

6

Malaysia

1


1



--
2

6

Vietnam

1



--

--
1

3





















Total

19


9


3


31
100%
Percentage of Fleet

61%

29%

10%

100%
(1) Rigs that have at least two million pounds of hook load capability.
(2) Cantilever jack-up rigs that have the ability to operate in water depths greater than 300 feet.
(3) Percentages do not total 100% due to rounding.


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Competitive Strengths
High-Specification Jack-up Fleet Allows for Premium Day Rates and Utilization. We believe our offshore fleet of 31
jack-up rigs, including 19 high-specification rigs, is one of the youngest and most capable jack-up rig fleets in our industry. These
rigs typically command higher day rates and maintain higher utilization rates compared to other lower specification jack-up rigs.
Each of our 19 high-specification jack-up rigs has two million pounds or greater hook load capability, which allows us to drill
deeper and more difficult wells than conventional jack-up rigs. Currently, our high-specification rigs constitute approximately
50% of the total world-wide number of 38 rigs with similar capabilities. We also have nine premium cantilever rigs that can
operate in at least 300 feet of water in benign environments.
New Ultra-Deepwater Drillships Offer Growth and Diversification of Operating Cash Flows. We have three ultra-
deepwater drillships under construction that we believe, upon their delivery in late 2013 and 2014, will be among the most highly
capable floating rigs in the world. We believe our long standing reputation for operational excellence with jack-ups will transfer
seamlessly to our drillship operations, and we have assembled a core team of highly experienced and respected deepwater
professionals to manage that business. We are optimistic about the long-term prospects of the ultra-deepwater market, and highly
confident in our ability to obtain contracts for our drillships prior to delivery. Importantly, the ultra-deepwater market often
provides higher revenues and longer-term contractual commitments than the jack-up market, which we believe will offer greater
and more stable operating cash flows.
Geographic Diversity. We are a global company with offshore operations in the Middle East, GOM, North Sea, Trinidad,
Vietnam and Malaysia. Approximately 71% of our offshore fleet is in markets outside the United States. We believe our
geographic diversity helps reduce our exposure to regional downturns, enabling us to take advantage of changing market
conditions, and provides access to new and emerging markets.
Robust Contract Backlog. As of May 2, 2012, our contract backlog was approximately $3.5 billion, with $910 million
estimated to be realized in the remainder of 2012, and $1.1 billion in 2013.
Conservative Financial Profile. We operate with relatively conservative levels of leverage and strong capitalization ratios.
As of March 31, 2012, our ratio of total debt to total capitalization was 20%, and our total debt to EBITDA ratio was 2.9x for the
twelve-month period ended on that date. In line with our financial strategy of funding capital expenditures predominantly from
operating cash flow, we believe cash flow from our contract backlog will allow us to substantially fund the remaining costs of
our three ultra deepwater drillships under construction.
Experienced Management Team. We are led by a management team with substantial experience in the offshore drilling
sector as well as with our company. Matt Ralls, our President and Chief Executive Officer, spent ten years with GlobalSantaFe
most recently as Chief Operating Officer until the merger of GlobalSantaFe and Transocean in November 2007. The top five
members of our senior management team have on average approximately 15 years of experience with Rowan.
Business Strategy
International Diversification. We are committed to offering the highest jack-up rig drilling capabilities in the toughest
operating environments throughout the world. Over the last several years, we have expanded our rig operations from primarily the
Americas and the North Sea to include the Middle East, Trinidad, Vietnam and Malaysia. We will continue to evaluate
opportunities to redeploy offshore rigs to regions around the world with strong demand for our drilling services.
Position Ourselves as the Contractor of Choice for High-Specification Jack-ups and Ultra-Deepwater Drillships. With a
focus on high-specification and premium jack-up rigs, we offer our customers the ability to


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drill deep, difficult wells that are beyond the capabilities of conventional jack-up rigs. We believe we will continue to enjoy
strong demand for our high-specification equipment in jack-up markets where difficult drilling conditions prevail. Though our
competitors have new rigs under construction, we expect to maintain our leadership in the high-specification jack-up market.
In addition, our delivery of three ultra-deepwater drillships will provide access to significant customers and markets not
otherwise available to us. We believe our drillships offer among the highest capabilities and, given our proven operating
reputation throughout the world, will find strong acceptance among oil and gas operators.
Focus on Financially Strong Customers With Stable Drilling Needs. As of April 25, 2012, approximately 85% of our
offshore drilling backlog was contracted with national oil companies, major international oil companies and large
investment-grade exploration and production companies. We believe these customers tend to have a longer-term view on their
drilling plans and capital budgets, and are therefore less likely to react to short-term fluctuations in the price of crude oil and
natural gas.
Strong Emphasis on Safety and Environmental Compliance. We are committed to keeping our employees safe and
protecting the environment. As national oil companies and major international oil companies increasingly scrutinize the safety and
environmental compliance records of their vendors, we believe our focus and commitment to excellence in these areas will
continue to attract and retain customers.
Our principal executive offices are located at 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, and our
telephone number is (713) 621-7800.
Recent Developments
Redomestication. On May 4, 2012, Rowan UK became the successor to Rowan Delaware following the completion of the
merger between Rowan Delaware and one of its subsidiaries pursuant to an agreement and plan of merger and reorganization that
was previously approved by our stockholders. As a result of the merger, Rowan UK became the parent company of the Rowan
group of companies and our place of incorporation was effectively changed from Delaware to the United Kingdom. We refer to
the transactions effecting these changes collectively as the "Redomestication."
Credit Agreement Amendment. On May 4, 2012, in connection with the Redomestication, Rowan UK became a co-borrower
with Rowan Delaware under the Credit Agreement dated September 16, 2010, among the co-borrowers and Wells Fargo Bank,
National Association, as Swingline Lender, Issuing Lender, a Lender and Administrative Agent, and certain other lenders. On
May 4, 2012, Rowan UK also entered into a Parent Guaranty in favor of Wells Fargo Bank, National Association, as
Administrative Agent, for the benefit of the lenders to the Credit Agreement. Consequently, Rowan UK is a borrower under the
Credit Agreement and fully and unconditionally guarantees the obligations of Rowan Delaware under the Credit Agreement.
Repayment of the MarAd Notes. In February 2012, we requested the consent of the U.S. Department of Transportation
Maritime Administration ("MarAd") with respect to the Redomestication. MarAd had previously guaranteed certain of our notes
under the Title XI Federal Ship Financing Program, of which the principal amount outstanding was $226.1 million at March 31,
2012. In April 2012, MarAd denied our request for the continuation of the U.S. Government's loan guarantees after closing of the
Redomestication. As a result, we have reclassified all principal amounts due under the MarAd notes to current liabilities as of
March 31, 2012. We repaid in full the 2.80% Title XI note on April 20, 2012 and the 4.33% Title XI note and the 3.525% Title
XI note on May 1, 2012. We will repay the 3.158% Title XI note in July 2012. Total cash outlay for the retirement of all the
MarAd notes is estimated to be $250.5 million, including principal, make-whole premiums and accrued interest.


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