UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 2821, 2019

Rowan Companies plc
(Exact name of registrant as specified in its charter)

England and Wales	1-5491	98-1023315
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056

(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code: (713) 621-7800

Not Applicable

(Former names or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

As previously reported, Rowan Companies plc, a public limited company organized under the laws of England and Wales (the “Company” or “Rowan”), is pursuing a transaction to effect a “merger-of-equals” with Ensco plc, a public limited company organized under the laws of England and Wales (“Ensco”). Pursuant to the Transaction Agreement, dated October 7, 2018, by and between the Company and Ensco (as amended by the Deed of Amendment No. 1 to Transaction Agreement, dated January 28, 2019, the “Transaction Agreement”) and by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the U.K. Companies Act 2006, each of the issued and outstanding Class A ordinary shares of the Company will be exchanged pursuant to the Scheme for a fixed number of Class A ordinary shares of Ensco each with a nominal value of $0.10 per share (the “Transaction”).

AsOn ~~previously~~February ~~reported~~21, 2019, Rowan ~~Companies plc,~~held a ~~public~~meeting ~~limited~~of ~~company~~the ~~organized~~shareholders convened ~~under~~by the ~~laws~~High Court of Justice in England and Wales (the “~~Company”~~Court ~~or “Rowan~~Meeting”)~~, is~~ ~~pursuing~~and a ~~transaction~~general tomeeting ~~effect a “merger-~~of~~-equals”~~ ~~with Ensco plc, a public limited company organized under~~ the ~~laws~~shareholders of ~~England~~Rowan ~~and Wales~~ (~~“Ensco”). Pursuant to~~ the ~~Transaction~~“General ~~Agreement~~Meeting”), ~~dated~~in ~~October~~each 7,case ~~2018,~~relating byto ~~and between~~ the ~~Company~~pending ~~and Ensco (the “~~Transaction. ~~Agreement”) and by means of a court-sanctioned scheme of arrangement~~Rowan’s ~~(the~~shareholders ~~“Scheme”)~~approved ~~under~~each ~~Part 26~~ of the ~~U.K.~~proposals ~~Companies~~to ~~Act~~be ~~2006,~~acted ~~each~~on ofat the ~~issued~~Court Meeting and ~~outstanding Class A ordinary shares of~~ the ~~Company~~General ~~(each~~Meeting, ain ~~“Rowan~~each ~~Ordinary~~case ~~Share”)~~by ~~will be exchanged (~~the ~~“Transaction”)~~requisite ~~pursuant~~majorities. toAll ~~the~~votes ~~Scheme~~at ~~for~~both athe ~~fixed~~Court ~~number~~Meeting ofand ~~Class~~the AGeneral ~~ordinary~~Meeting ~~shares~~were ofconducted ~~Ensco~~on ~~each with~~ a ~~nominal value of $0~~poll.~~10 per share (the “New Ensco Shares”).~~

OnThe ~~January~~consummation of the Transaction remains 28subject to various closing conditions, ~~2019~~including, among other things, (i) the ~~Company~~sanction of the Scheme by the High Court of Justice of England and ~~Ensco~~Wales, ~~entered~~(ii) ~~into~~the areceipt ~~Deed~~of certain required regulatory approvals or elapse of ~~Amendment~~certain ~~No.~~review 1periods towith respect thereto, (iii) the absence of legal restraints prohibiting or restraining the Transaction ~~Agreement~~and (iv) the absence of any law ~~“Amendment”)~~or order reasonably expected to ~~amend~~result in the ~~Transaction~~dissolution ~~Agreement.~~of ~~The~~the ~~Amendment~~Saudi ~~increases~~Aramco ~~the~~Offshore ~~number~~Drilling Company, Rowan’s joint venture ofwith ~~New~~Saudi ~~Ensco~~Aramco ~~Shares~~(the ~~holders~~“ARO ofJV”), ~~Rowan~~or ~~Ordinary~~the ~~Shares~~sale, ~~will~~disposition, ~~receive~~forfeiture ~~for~~or ~~each~~nationalization of Rowan’s ~~Ordinary~~interest in ~~Share~~the ~~from~~ARO 2JV.~~215 to 2.750.~~

~~Other~~The ~~than~~final asresults ~~expressly~~of ~~modified~~voting ~~pursuant to the Amendment, the Transaction Agreement, which was previously filed as Exhibit 2.1 to the Current Report~~ on ~~Form~~each 8-K filed with the Securities and Exchange Commission (“SEC”) by the Company on October 8, 2018, remains in full force and effect as originally executed on October 7, 2018. The foregoing description of the ~~Amendment~~items ~~does~~submitted ~~not purport~~ to ~~be complete~~ ~~and~~a isvote ~~subject~~of ~~to,~~Rowan’s ~~and~~shareholders ~~qualified~~at ~~in its entirety by~~ the ~~full~~Court ~~text~~Meeting ofand the ~~Amendment~~General ~~attached~~Meeting ~~hereto~~are as ~~Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.~~follows:

Court Meeting

Court Scheme Proposal: To approve (with or without modification) the Scheme between Rowan and the holders of the Scheme Shares (as defined in the Scheme).

Rowan’s shareholders approved with the following results:

For	Against
95,898,799	8,963,365

In addition, of the 25 record shareholders voting on the proposal, 24 record shareholders voted in favor of the proposal, and one record shareholder voted against the proposal.

General Meeting

Articles Amendment Proposal: To authorize, for the purpose of giving effect to the Scheme between Rowan and the holders of the Scheme Shares, the amendment of the articles of association of Rowan.

Rowan’s shareholders approved with the following results:

For	Against	Abstain
99,110,084	9,181,407	569,647

Transaction-Related Compensation Proposal: To approve, on an advisory, non-binding basis, the compensation to be paid or become payable to Rowan’s named executive officers in connection with the proposed Transaction, and the agreements and understandings pursuant to which such compensation may be paid or become payable.

Rowan’s shareholders approved with the following results:

For	Against	Abstain
85,375,486	21,609,848	1,875,804

Item 7.01 Regulation FD Disclosure.

On ~~January~~February 2921, 2019, the Company and Ensco issued a joint press release ~~(the~~in ~~“Press~~connection ~~Release”)~~with ~~announcing~~ the ~~execution~~solicitation of consents by the ~~Amendment~~Company. A copy of the ~~Press~~press ~~Release~~release is hereby incorporated by reference and attached hereto as Exhibit 99.1 ~~and incorporated into this Item 7~~.~~01 by reference.~~

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibit
2.1		Deed of Amendment No. 1 to the Transaction Agreement, dated as of January 28, 2019, by and between Ensco plc and Rowan Companies plc.
99.1		Joint Press Release issued by Ensco plc and Rowan Companies plc, dated February 21, 2019.
99.1		Press Release, dated as of January 29, 2019, announcing the execution of the Amendment.

* * *

Forward-Looking Statements

Statements included in this document regarding the proposed transaction between Ensco plc (“Ensco”) and Rowan, including benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction and other statements that are not historical facts, are forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)). Forward-looking statements include words or phrases such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and words and phrases of similar import. These statements involve risks and uncertainties including, but not limited to, actions by regulatory authorities, rating agencies or other third parties, actions by the respective companies’ security holders, costs and difficulties related to integration of Ensco and Rowan, delays, costs and difficulties related to the transaction, market conditions, and Ensco’s financial results and performance following the completion of the transaction, satisfaction of closing conditions, ability to repay debt and timing thereof, availability and terms of any financing and other factors detailed in the risk factors section and elsewhere in Ensco’s and Rowan’s Annual Report on Form 10-K for the year ended December 31, 2017 and their respective other filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. All information in this document is as of today. Except as required by law, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

In connection with the proposed transaction, Ensco and Rowan have filed a joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan’s shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco’s ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines, with Rowan’s consent, to structure the transaction as an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Ensco will file a registration statement with the SEC containing a prospectus with respect to Ensco’s ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement has been and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC’s website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco’s website at www.enscoplc.com under the tab “Investors.” Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan’s website at www.rowan.com/investor-relations.

Participants in Proxy 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 persons is set forth in the joint proxy statement filed by Ensco and Rowan with the SEC on December 11, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.

No Offer or Solicitation

This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

Service of Process

Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.

Contact

Rowan Companies plc

Son Vann

Vice President Corporate Development

713-960-7655

Joele Frank, Wilkinson Brimmer

Katcher Andrew Siegel / Dan Moore

212-355-4449

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 29, 2019	ROWAN COMPANIES PLC
Date: February 21, 2019	ROWAN COMPANIES PLC
	By:	/s/ ~~Thomas~~Mark PF. ~~Burke~~Mai
		Thomas P. Burke
		Mark F. Mai
		President and Chief Executive Officer
		Executive Vice President, General Counsel & Secretary

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