HOUSTON, April 6 /PRNewswire/ -- R&B Falcon Drilling (U.S.), Inc.
(formerly Falcon Drilling Company, Inc.) ("Falcon"), a subsidiary of R&B
Falcon Corporation (NYSE: FLC) today announced that it has received sufficient
tenders and consents from the holders of its outstanding 9-3/4% Series B
Senior Notes due 2001 and 8-7/8% Series B Senior Notes due 2003 (the "Senior
Notes") to effect the proposed amendments to the related indentures. Last
month, Falcon announced a cash tender offer and consent solicitation (the
"Tender Offer") relating to these issues and for its 12-1/2% Series B Senior
Subordinated Notes due 2005 (the "12-1/2% Notes").
Falcon announced that holders of 94.9% of the outstanding principal amount
of the 9-3/4% Series B Senior Notes due 2001 and 99.7% of the outstanding
principal amount of the 8-7/8% Series B Senior Notes due 2003 have tendered
their Senior Notes and consented to the proposed amendments to the related
indentures.
Falcon intends to enter into supplemental indentures for the Senior Notes
incorporating the proposed amendments, as described in the Offer to Purchase
and Consent Solicitation Statement, but the elimination and modification of
the covenants in the supplemental indentures will not become operative unless
and until the notes of the applicable series are accepted for purchase
pursuant to the terms of the Tender Offer. Once the proposed amendments to
the indentures become effective, the holders of untendered Senior Notes will
be bound thereby.
On April 2, 1998, Falcon announced that it had increased the Consent
Payment for the 12-1/2% Notes to $30 per $1,000 principal amount, decreased
the Tender Offer Consideration for the 12-1/2% Notes by an offsetting amount,
and extended the Consent Date for the 12-1/2% Notes to 5:00 p.m. New York City
time on the later of (1) April 9, 1998 or (2) the date on which holders of a
majority of the 12-1/2% Notes have consented to the proposed amendments and
Falcon has delivered such consents to the Trustee. As of 5:00 p.m. New York
City time on Friday, April 3, the Company had received tenders and consents
for 70% of the 12-1/2% Notes, which consents may be withdrawn prior to the
Consent Date for the 12-1/2% Notes.
The tender offer for the Senior Notes and the 12-1/2% Notes expires at
12:00 midnight, New York City time, on April 17, 1998, unless it is extended.
For additional information concerning the pricing, tender and delivery
procedures and conditions of the Tender Offer and related consent
solicitation, reference is made to the Offer to Purchase and Consent
Solicitation Statement, the Supplement and related transmittal documents,
copies of which may be obtained by calling MacKenzie Partners, Inc. at
212-929-5500 or 800-322-2885. Questions and requests for assistance
concerning the Tender Offer and related consent solicitation should be
directed to MacKenzie or to Credit Suisse First Boston, the dealer manager for
the Tender Offer, at 800-820-1653.
Web site: http://www.rbfalcon.com
Company News On-Call: http://www.prnewswire.com or
fax, 800-758-5804, ext. 118988
CONTACT:
Leighton E. Moss of R&B Falcon Drilling
(U.S.), Inc., 281-496-5000
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