Item 1.01 Entry into a Material Definitive Agreement.
On
Upon the execution of the Tenth Supplemental Indenture, and pursuant to and in
accordance with Article Eight of the Indenture, the Company (i) agrees to become
a party to the Indenture as the issuer of the Notes and (ii) unconditionally
assumes all of the obligations of Rowan US under the Notes and the Indenture on
the terms and subject to the conditions set forth in the Indenture. In addition,
Rowan US and Rowan
The foregoing description of the Tenth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Tenth Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K.
The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company's existing and future senior unsecured debt. The Notes are structurally subordinated to all debt and other liabilities of the Company's subsidiaries and effectively subordinated to the Company's secured debt, if any, to the extent of the value of the assets securing such debt.
The Company intends to apply for listing of the Notes on the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Tenth Supplemental Indenture, datedFebruary 3, 2020 , among RowanCompanies, LLC ,Rowan Companies Limited ,Valaris plc , andU.S. Bank National Association , as trustee. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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