HOUSTON, Oct. 27 /PRNewswire/ -- R&B Falcon Corporation (NYSE: FLC) (the
"Company") announced that it is commencing a tender offer today to purchase
for cash any and all of the issued and outstanding shares of its 13 7/8%
Senior Cumulative Redeemable Preferred Stock (the "Preferred Stock") at a
fixed price of $1,300.00 per share. The tender offer, which begins today,
will expire at 5:00 p.m. (Eastern Time) on Wednesday, November 29, 2000,
unless it is extended. The offer is subject to several conditions, including,
without limitation, the completion of a public offering of the Company's
common stock generating net proceeds of at least $399.7 million. If all
shares are tendered, the cost to the Company will be approximately
$480.1 million, which is expected to be provided by (i) an underwritten public
offering of the Company's common stock, which is expected to close on
October 31, 2000, and (ii) cash held by the Company's unrestricted
subsidiaries. The Dealer Managers for the tender offer are Goldman Sachs &
Co. and Morgan Stanley & Co., Incorporated.
The Offer to Purchase, the Letter of Transmittal and all related materials
are available for free at the Securities and Exchange Commission's web site at
"www.sec.gov". Materials may also be obtained for free by contacting
Georgeson Shareholder Communications, the Information Agent for the Tender
Offer.
STOCKHOLDERS ARE ENCOURAGED TO READ CAREFULLY THE OFFER TO PURCHASE, THE
LETTER OF TRANSMITTAL AND ALL RELATED MATERIALS WHICH CONTAIN IMPORTANT
INFORMATION AND DESCRIBE THE TENDER OFFER IN DETAIL. SUCH MATERIAL WILL BE
MAILED TO ALL STOCKHOLDERS OF RECORD OF THE PREFERRED STOCK AND MADE AVAILABLE
FOR DISTRIBUTION TO BENEFICIAL OWNERS OF THE PREFERRED STOCK.
SOURCE R&B Falcon Corporation
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Related links:
http://www.rbfalcon.com
Company News On-Call:
http://www.prnewswire.com/comp/118988.html or fax,
800-758-5804, ext. 118988
CONTACT:
Georgeson Shareholder Communications Inc.,
800-223-2064, for R&B Falcon Corporation
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