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EXHIBIT (a)(1)(F)
FOR IMMEDIATE RELEASE R&B Falcon Corporation
901 Threadneedle
Suite 200
Houston, Texas 77079
CONTACT:
Georgeson Shareholder
Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Call Toll Free (800) 223-2064
R&B FALCON CORPORATION COMMENCES TENDER OFFER
FOR ANY AND ALL OUTSTANDING SHARES OF ITS
13 7/8% SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK
October 27, 2000, Houston, Texas -- R&B Falcon Corporation (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.
