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EXHIBIT (a)(1)(d)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
13 7/8% SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK
OF
R&B FALCON CORPORATION
AT
$1,300.00 NET PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
WEDNESDAY, NOVEMBER 29, 2000, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION
DATE")
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To Brokers, Dealers, Banks, Trust Companies and Other Nominees:
Enclosed is an Offer to Purchase dated October 27, 2000 (the "Offer to
Purchase"), and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer") relating
to the Offer by R&B Falcon Corporation, a Delaware corporation (the
"Purchaser"), to purchase all of its outstanding shares of 13 7/8% Senior
Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Shares"),
at $1,300.00 per Share, net to seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer.
Please furnish copies of the enclosed materials to those of your clients
for whom you hold Shares registered in your name or in the name of your nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated October 27, 2000;
2. Letter of Transmittal to be used by stockholders of the Company in
accepting the Offer. Facsimile copies of the Letter of Transmittal (with
manual signatures) may be used to tender Shares;
3. A printed form of letter that may be sent to your clients for whose
account you hold Shares in your name or in the name of a nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
4. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if the procedures
for book-entry transfer cannot be completed on a timely basis;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to American Stock Transfer & Trust
Company, the Depositary.
The Offer is not contingent upon any minimum number of Shares being
tendered, but is conditioned on several other factors, as described in the Offer
to Purchase under the caption "The Offer -- 5. Certain Conditions of the Offer."
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Purchaser will
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accept for payment and will pay promptly after the Expiration Date for all
Shares validly tendered prior to the Expiration Date and not properly withdrawn
as, if and when the Purchaser gives oral or written notice to the Depositary of
the Purchaser's acceptance of such Shares. Payment for Shares accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates for such Shares (or a timely book-entry
confirmation with respect thereto), (ii) a Letter of Transmittal (or a manually
signed facsimile thereof), properly completed and duly executed, with any
required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Letter of Transmittal) and (iii) any other
documents required by the Letter of Transmittal.
If holders of Shares wish to tender their Shares, but it is impracticable
for them to deliver their certificates on or prior to the Expiration Date or to
comply with the book-entry transfer procedures on a timely basis, a tender may
be effected by following the guaranteed delivery procedures specified in the
Offer to Purchase under the caption "The Offer -- 2. Procedure for Tendering
Shares".
YOUR PROMPT ACTION IS REQUESTED. PLEASE CONTACT YOUR CLIENTS PROMPTLY.
PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON WEDNESDAY, NOVEMBER 29, 2000, UNLESS EXTENDED.
The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Information Agent as described in the Offer to
Purchase) in connection with the solicitation of tenders of Shares pursuant to
the Offer. The Purchaser will, however, upon request, reimburse brokers,
dealers, commercial banks and trust companies for reasonable and necessary costs
and expenses incurred by them in forwarding materials to their customers. The
Purchaser will pay all stock transfer taxes applicable to its purchase of Shares
pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.
Additional copies of the enclosed materials may be obtained by contacting
the Information Agent at the location and telephone number set forth on the back
cover of the Offer to Purchase.
Very truly yours,
R&B FALCON CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE DEPOSITARY OR THE INFORMATION
AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING OR AUTHORIZE YOU OR ANY OTHER
PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF
THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE
LETTER OF TRANSMITTAL.
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