Each one in plain English, with the numbers worked through for a shareholder.
29 Apr 2019production update▲ Good
Ensco Rowan's April 29, 2019 fleet report adds new work: DS-9 gets a four-well Total contract offshore Brazil from June 2019, DS-7 a 180-day Burullus contract offshore Egypt that began in April 2019 (the Egypt job previously only 'expected'), and ENSCO 8503 a six-well Kosmos contract in the U.S. Gulf of Mexico from August 2019. ENSCO 100 also gets a nine-well Faroe Petroleum contract from November 2019, ENSCO 72 a three-well Petrofac job, and ENSCO 97 is reported sold. Backlog as of March 31, 2019 (adjusted) is $2,576.6 million in total, and the report now covers the combined fleet including Rowan rigs and nine rigs leased to ARO Drilling.
On April 11, 2019 Ensco completed its acquisition of Rowan Companies by scheme of arrangement, resolving the open Rowan thread. Each Rowan share became 2.750 Ensco shares (about 131.8 million Rowan shares into about 362.4 million Ensco shares), then a 4-for-1 share consolidation to $0.40 par followed; the company is renamed Ensco Rowan plc, keeping ticker ESV, and Rowan's NYSE listing ended. Thomas Burke becomes CEO and President for two years, Carl Trowell moves to Executive Chairman for 18 months, and five directors (including Golden and Wedemeyer) retired while five new ones joined, keeping the board at eleven. Separately, a Sixth Amendment on April 9 to the credit agreement raised commitments by $337.9M to $2.34B to Sept 30, 2019 and lifted the secured debt basket to the lesser of $1.0B or 10% of consolidated tangible net worth.
Ensco's Feb 20, 2019 fleet report adds new work: ENSCO 8503 gets a four-well Apache contract in the U.S. Gulf of Mexico from June 2019, DPS-1 a two-well Woodside job from February 2020, and DS-7 is expected to work offshore Egypt for six months from 2Q19. On jackups, ENSCO 100 gets a five-well Repsol-Sinopec contract from June 2019, ENSCO 121 a three-well ONE contract from April 2019, ENSCO 107 a one-well Jadestone job, and ENSCO 96's Saudi Aramco contract is extended six months to August 2019. Several existing contract end dates also shifted (e.g. ENSCO 5004 now to Dec 2019).
Ensco and Rowan amended their Oct 2018 Transaction Agreement on Jan 28, 2019, raising the offer from 2.215 to 2.750 new Ensco shares per Rowan share. Odey Asset Management also committed to vote its shares in favor (422,500 Ensco shares, 0.1%, and 11,380,635 Rowan shares, 9.0%); that commitment lapses if the ratio drops below 2.750. This changes the terms in the earlier proxy statements (2.215 ratio, about 61%/39% split), so Ensco holders would be diluted more than first proposed; the filing does not restate the new ownership split.
Ensco's Jan 2, 2019 fleet report adds new work: DS-10's Shell Nigeria contract extended one year to March 2020, ENSCO 76's Saudi Aramco contract extended four years to December 2022, and ENSCO 67's Pertamina contract extended 500 days to May 2020. ENSCO 123 and ENSCO 100 also got new Premier North Sea wells (starting 2019-2020), and ENSCO 102 a one-well Renaissance job from April 2019. DS-9's Total French Guiana well and ENSCO 108's three-year Saudi Aramco contract are reported as started (Dec 2018 and Nov 2018), continuing the contract lists from the Oct 2018 report.
Ensco filed the definitive joint proxy statement for the Rowan combination, dated Dec 11, 2018, setting the Ensco shareholder meeting for January 23, 2019. The terms match the preliminary version: 2.215 Ensco shares per Rowan share, about 61%/39% ownership, and a proposed 4-for-1 reverse split. The general allotment authority is now described as about 33.3% of enlarged share capital (the preliminary draft said about 33%). It continues the Rowan deal, which still needs shareholder votes and court sanction.
Ensco filed a preliminary proxy statement for its planned combination with Rowan Companies plc, agreed in a Transaction Agreement dated Oct 7, 2018. Rowan holders would receive 2.215 Ensco shares per Rowan share, leaving Ensco and Rowan holders with about 61% and 39% of the combined company. Ensco would also do a 4-for-1 reverse split (not a condition of the deal) and rename itself Ensco Rowan plc. This is a new major transaction; it needs votes from both sets of shareholders and High Court sanction of the scheme of arrangement.
Ensco's Oct 29, 2018 fleet report lists new work: DS-9 gets a one-well Total contract off French Guiana from January 2019, DS-12 a two-well BP Senegal contract from April 2019, ENSCO 8505 an eight-well Eni contract from January 2019, and ENSCO 8504 a one-well JAPEX contract off Japan from April 2019. ENSCO 141 began a three-year Saudi Aramco contract in August 2018, ENSCO 75's Talos contract was extended to September 2019, and ENSCO 87 got an 11-well ExxonMobil extension. ENSCO 5005 and ENSCO 80 were sold, and ENSCO 100 shows as available after its Premier contract ended in October 2018.
Ensco's July 19, 2018 fleet report adds new work: ENSCO 8503 gets a 100-day Talos contract in the U.S. Gulf of Mexico from November 2018, ENSCO 115 gets a 10-month Mubadala contract offshore Thailand from 1Q19, and ENSCO 87 gets a two-well ExxonMobil contract from September 2018. ENSCO 140 started a three-year Saudi Aramco contract in July 2018 (it had been expected to get Middle East work later in 2018), and ENSCO 6001 was sold for scrap value. DS-12's Kosmos Suriname work was extended by one well, and ENSCO 75's Talos contract was extended by 90 days.
Ensco's April 23, 2018 fleet report shows ENSCO 8504's Repsol Vietnam contract, announced in February, was terminated by the customer after a force majeure event, leaving the rig available in Singapore; this reverses that earlier award. ENSCO 7500, 81 and 82 were sold for scrap value. On DS-8 (Total Angola), Ensco now expects an amendment that will not change the day rate or term, resolving the February uncertainty about possible termination. New work includes ENSCO 8505 contracts with Eni and Marubeni, ENSCO 72 on a seven-well Petrofac contract, and DS-7 starting its Noble Energy contract.
Ensco's Feb 20, 2018 fleet report lists new work, including ENSCO 8504 on a five-well Repsol Vietnam contract from April 2018, ENSCO 104 on a 16-month ADNOC contract started in February 2018, and ENSCO 106 on a five-year BP Indonesia contract started in January 2018. DS-8 (Total, Angola) is still in talks with the customer over terms that could lead to a blend-and-extend, no change, or termination for convenience. For the DS-13 and DS-14 newbuilds, the final payments (about $84 million and $165 million) may be financed by 5% promissory notes maturing December 30, 2022.
