Valaris Limited · NYSE:VAL
Valaris — Ensco — Merger or Acquisition (October 2018)
20 slides from Valaris's merger presentation, Oct 9, 2018
Slide 1: Forward-Looking Statements
Forward-Looking Statements Statements included in this document regarding the proposed transaction, benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion
Slide 2: Participants in the Solicitation
Participants in the Solicitation Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these
Slide 3: Agenda
Agenda 1 Transaction Summary 2 Strategic Rationale 3 Best-in-Class Operator 4 Industry-Leading Fleet 5 Solid Financial Position and Significant Synergies 6 Summary: A Compelling Strategic Combination
Slide 4: Transaction Summary
Transaction Summary 11 member Board consisting of 6 members from Ensco and 5 members from Rowan Executive Chairman from Ensco (Carl Trowell) President & CEO from Rowan (Tom Burke) Senior Vice President & CFO from Ensco (Jon Baksht) Other senior executives to be selected from top talent at both compa
Slide 5: Ensco & Rowan: A Compelling Strategic Combination
Ensco & Rowan: A Compelling Strategic Combination High-quality assets uniquely positioned for offshore recovery Combination will create a more diversified company, with a presence in nearly all major offshore regions and a larger customer base, and bring together two world-class operators with commo
Slide 6: Expanded Opportunities Across Multiple Geographies & Operating Segments
Expanded Opportunities Across Multiple Geographies & Operating Segments U.S. Gulf 1 Increases each company’s presence in key offshore regions Ensco gains exposure to the ARO Drilling joint venture and ultra-harsh environment jack-ups, along with a presence in Norway Rowan gains critical mass in deep
Slide 7: Diversified Customer Base with Exposure to Largest Offshore Reserves Holders
Diversified Customer Base with Exposure to Largest Offshore Reserves Holders 1 Includes certain customers that may not currently have backlog Source: Company Filings Combined Entity Customer Relationships1
Slide 8: Industry-Leading Customer Satisfaction: History of Safety & Operational Excellence
Industry-Leading Customer Satisfaction: History of Safety & Operational Excellence Fleet-Wide Operational Effectiveness2 1 2017 Oilfield Products & Services Customer Satisfaction Survey; Conducted by EnergyPoint Research, the annual survey is the industry benchmark for customer satisfaction in the g
Slide 9: Committed to Innovation to Differentiate Services & Lower Costs
Committed to Innovation to Differentiate Services & Lower Costs New Systems, Processes & Technology Investments in systems, processes and proprietary technology have led to improved safety and operational performance as well as lower repair and maintenance costs Focused on deploying new technologies
Slide 10: Committed to Innovation to Differentiate Services & Lower Costs
ENscO ROWAN Committed to Innovation to ™ Differentiate Services & Lower Costs Committed to Innovation New Systems, Processes & Technology * Investments in systems, presses and popeary PINSAEE technology have led to improved safety and operational performance as well as lower SM ave hit repair and ma
Slide 11: Combined Fleet Will Be Amongst the Highest-Quality in the Industry
Combined Fleet Will Be Amongst the Highest-Quality in the Industry Source: IHS Markit RigPoint as of September 2018; Ensco and Rowan analysis 1 Transocean is shown pro forma for Ocean Rig acquisition 2 Seadrill includes Sevan Drilling and NADL; excludes newbuilds with no recourse to parent company;
Slide 12: Strong Portfolio of Highest-Specification Drillships with Significant Re-Contracting Upside
Strong Portfolio of Highest-Specification Drillships with Significant Re-Contracting Upside 2 Drillship Utilization – Delivered Rigs4 Contract Status – Highest-Spec Drillships 2H18 2019 2020 2021 Highest-Specification Drillships1 Source: IHS Markit RigPoint as of September 2018 1 Drillships delivere
Slide 13: Leading Provider of Ultra-Harsh and Modern Harsh Environment Jack-ups
Source: IHS Markit RigPoint as of September 2018 1 Rowan jack-up count excludes 7 rigs contributed to ARO Drilling and 2 rigs expected to be retired 2 Seadrill includes NADL and reflects 50% ownership of SeaMex, excludes newbuilds with no recourse to parent company 3 Excludes one ultra-harsh environ
Slide 14: ARO Drilling: Unique Partnership Creates Value
ARO Drilling: Unique Partnership Creates Value Source: Company Filings . The Saudi Aramco partner to the ARO Drilling joint venture has consented to the combination between Rowan and Ensco
Slide 15: Solid Financial Position and Significant Synergies
Solid Financial Position and Significant Synergies
Slide 16: Strong Liquidity Position Promotes Financial Flexibility
Strong Liquidity Position Promotes Financial Flexibility $ millions $1,401 $2,000 Available Revolver 1,2 Cash & ST Inv. $3,874 $1.1 billion of maturities1 to 2024 1 As of June 30, 2018 or most recent company filing 2 Ensco’s revolving credit facility is expected to remain for the pro forma company S
Slide 17: Significant Synergies to Drive Shareholder Value Creation
Significant Synergies to Drive Shareholder Value Creation 1 Market data as of October 5, 2018 2 Assumes $150 million of synergies capitalized at an illustrative 11% discount rate; inclusive of taxes, transaction costs, and expenses Source: Company Filings, Capital IQ Equity Value $ billions Ensco Eq
Slide 18: Ensco & Rowan: A Compelling Strategic Combination
Ensco & Rowan: A Compelling Strategic Combination Strategically positioned for offshore recovery through broad geographic footprint and diverse customer base, including unique partnership with the world’s largest customer for jack-up rigs High-quality rig fleet capable of meeting customer demand acr
Slide 19: Ensco Rowan Companies
[LOGO] ENSCO ROWAN COMPANIES
Slide 20: Rowan Companies
ROWAN COMPANIES