0000902664-16-008001.txt : 20160823 0000902664-16-008001.hdr.sgml : 20160823 20160822174728 ACCESSION NUMBER: 0000902664-16-008001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160823 DATE AS OF CHANGE: 20160822 GROUP MEMBERS: BLUE HARBOUR GROUP, LP GROUP MEMBERS: BLUE HARBOUR HOLDINGS, LLC GROUP MEMBERS: CLIFTON S. ROBBINS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROWAN COMPANIES PLC CENTRAL INDEX KEY: 0000085408 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 981023315 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30728 FILM NUMBER: 161846097 BUSINESS ADDRESS: STREET 1: MITRE HOUSE 160 STREET 2: ALDERSGATE STREET CITY: LONDON STATE: X0 ZIP: EC1A 4DD BUSINESS PHONE: 7139607640 MAIL ADDRESS: STREET 1: MITRE HOUSE 160 STREET 2: ALDERSGATE STREET CITY: LONDON STATE: X0 ZIP: EC1A 4DD FORMER COMPANY: FORMER CONFORMED NAME: ROWAN COMPANIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO INC DATE OF NAME CHANGE: 19711110 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO DATE OF NAME CHANGE: 19671112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Harbour Group, L.P. CENTRAL INDEX KEY: 0001325256 IRS NUMBER: 562457376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 646 STEAMBOAT RD. CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-422-6560 MAIL ADDRESS: STREET 1: 646 STEAMBOAT RD. CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Blue Harbour Group, LP DATE OF NAME CHANGE: 20050427 SC 13D/A 1 p16-1740sc13da.htm BLUE HARBOUR GROUP, L.P.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

Rowan Companies plc

(Name of Issuer)
 

Class A Ordinary Shares, $0.125 par value

(Title of Class of Securities)
 

G7665A101

(CUSIP Number)
 
 

Christian A. Asmar

Blue Harbour Group, LP

646 Steamboat Road

Greenwich, Connecticut 06830

(203) 422-6540

 

with a copy to:

Marc Weingarten, Esq.

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

August 22, 2016

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. G7665A101

SCHEDULE 13D/A2 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

Blue Harbour Group, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

9,992,812 Class A Ordinary Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

9,992,812 Class A Ordinary Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

9,992,812 Class A Ordinary Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.97%

14

TYPE OF REPORTING PERSON

PN; IA

         

 

 

CUSIP No. G7665A101

SCHEDULE 13D/A3 of 7 Pages

 

1

NAME OF REPORTING PERSON

Blue Harbour Holdings, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

9,992,812 Class A Ordinary Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

9,992,812 Class A Ordinary Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

9,992,812 Class A Ordinary Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.97%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. G7665A101

SCHEDULE 13D/A4 of 7 Pages

 

1

NAME OF REPORTING PERSON

Clifton S. Robbins

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

9,992,812 Class A Ordinary Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

9,992,812 Class A Ordinary Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

9,992,812 Class A Ordinary Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.97%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. G7665A101

SCHEDULE 13D/A5 of 7 Pages

This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 21, 2014 (as amended, the "Schedule 13D") with respect to the Class A ordinary shares, $0.125 par value (the "Class A Ordinary Shares"), of Rowan Companies plc, a public limited company organized under the laws of England and Wales (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 4, 5, 6 and 7 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
 

The Reporting Persons used $288,628,675 (excluding brokerage commissions) in the aggregate to purchase the Class A Ordinary Shares reported in this Schedule 13D.

 

The source of the funds used to acquire the Class A Ordinary Shares reported herein is the working capital of the Manager, which at any given time may include funds borrowed on margin in the ordinary course and on customary terms.

 

Item 4. PURPOSE OF TRANSACTION
   
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
 

On August 22, 2016, Manager and Manager GP entered into a Nomination and Support Agreement with the Issuer (the "Nomination and Support Agreement"). Under the terms of the Nomination and Support Agreement, the Issuer agreed to (i) no later than five business days following execution of the Nomination and Support Agreement, appoint Charles L. Szews as a director of the Issuer; (ii) nominate Mr. Szews for election as a director of the Issuer at the Issuer's next annual general meeting of shareholders (the "Next Annual Meeting"); (iii) recommend that the Issuer's shareholders vote to elect Mr. Szews at the Next Annual Meeting; and (iv) use reasonable efforts (including the solicitation of proxies) to obtain the election of Mr. Szews at the Next Annual Meeting.

 

Under the Nomination and Support Agreement, Manager and Manager GP agreed to cause all Shares (as defined therein) beneficially owned, directly or indirectly, by them or by any of their respective affiliates over which they exercise or have voting authority, to be present for quorum purposes and to be voted at the Next Annual Meeting in favor of all directors nominated by the Board for election at the Next Annual Meeting. In addition, Manager and Manager GP agreed that during the Support Period (as defined therein), they will not initiate, take, encourage, or participate in any action to obtain representation on the Board or alter the composition of the Board or management.

 

The foregoing summary of the Nomination and Support Agreement is qualified in its entirety by reference to the full text of the Nomination and Support Agreement, a copy of which is attached hereto as Exhibit 2 and is incorporated by reference herein.

 

 

CUSIP No. G7665A101

SCHEDULE 13D/A6 of 7 Pages

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
   
 

(a) – (b)

 

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own an aggregate of 9,992,812 Class A Ordinary Shares, which Class A Ordinary Shares may be deemed to be beneficially owned by each of the Manager, Manager GP and Mr. Robbins, and which represent approximately 7.97% of the outstanding Class A Ordinary Shares. All percentages set forth herein are based upon a total of 125,420,778 Class A Ordinary Shares outstanding as of July 25, 2016, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed with the SEC on August 2, 2016.

 

For purposes of disclosing the number of Class A Ordinary Shares beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Class A Ordinary Shares that are owned beneficially and directly by the Reporting Persons. Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such Class A Ordinary Shares for all other purposes.

 

(c) There have been no transactions in the Class A Ordinary Shares effected by the Reporting Persons during the past sixty days.

 

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  On August 22, 2016, Manager and Manager GP entered into the Nomination and Support Agreement, the terms of which are described in Item 4 of this Amendment No. 2.  A copy of such agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
Exhibit

Description

 

2 Nomination and Support Agreement, dated August 22, 2016, by and among Manager, Manager GP and the Issuer.

 

 

CUSIP No. G7665A101

SCHEDULE 13D/A7 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 22, 2016

 

 

 

BLUE HARBOUR GROUP, LP

 

  By: Blue Harbour Holdings, LLC, its general partner
   
  By: /s/ Clifton S. Robbins
    Name: Clifton S. Robbins
    Title: Managing Member
 

 

 

blue harbour holdings, llc

 

  By: /s/ Clifton S. Robbins
    Name: Clifton S. Robbins
    Title: Managing Member
   
   
  By: /s/ Clifton S. Robbins
    Clifton S. Robbins

EX-99 2 p16-1740exhibit_2.htm EXHIBIT 2

EXHIBIT 2

NOMINATION AND SUPPORT AGREEMENT

This Nomination and Support Agreement dated August 22, 2016 (the “Agreement”) is by and among Blue Harbour Group, LP (“Blue Harbour”), Blue Harbour Holdings, LLC (“Blue Harbour GP” and, together with Blue Harbour, the “Blue Harbour Parties”) and Rowan Companies plc (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.                  Representations and Warranties of the Company. The Company represents and warrants to the Blue Harbour Parties that this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

2.                  Representations and Warranties of the Blue Harbour Parties. Each Blue Harbour Party represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by the Blue Harbour Parties, and is a valid and binding obligation of the Blue Harbour Parties, enforceable against each Blue Harbour Party in accordance with its terms. Each Blue Harbour Party hereby represents and warrants to the Company that it and its Affiliates (as such term is hereinafter defined) are the “beneficial owners” (as such term is hereinafter defined) of the number of ordinary shares of the Company (“Shares”) and Derivative Instruments (as such term is hereinafter defined) as set forth on Exhibit A hereto with respect to each Blue Harbour Party and such Affiliates, and that none of the Blue Harbour Parties or any of their Affiliates beneficially own, or have any rights, options or agreements to acquire or vote, any other Shares or Derivative Instruments. None of the Blue Harbour Parties or any of their Affiliates beneficially own, or have any rights, options or agreements to acquire, any indebtedness of the Company.

3.               Board Nomination. In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will (a) no later than five (5) business days following the execution of this Agreement, appoint Charles L. Szews (the “New Nominee”) as a Company director and (b) nominate the New Nominee for election as a Company director at the Company’s first annual general meeting of shareholders following the date hereof (the “Next Annual Meeting”) (other than in the case of the refusal or inability of the New Nominee to serve), together with the other persons included in the Company’s slate of nominees for election as directors at the Next Annual Meeting. The Blue Harbour Parties have informed the Company that the New Nominee is not affiliated with, and has no pre-existing or prior business relationship with, the Company or the Blue Harbour Parties; nonetheless, each Blue Harbour Party agrees to provide upon request such information about itself as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as is reasonably requested by the Company. The Company agrees that (x) the Board will recommend that the shareholders of the Company vote to elect the New Nominee as a director of the Company at the Next Annual Meeting and (y) the Company shall use reasonable efforts (which shall include the solicitation of proxies) to obtain the election of the New Nominee at the Next Annual Meeting not less than the efforts used by the Company to obtain the election of any other independent director nominee nominated by it to serve as a director on the Board at the Next Annual Meeting. 

4.                  Support; Voting; Other Matters.

(a)                During the Support Period (as such term is hereinafter defined), each Blue Harbour Party will not in any manner, and shall cause its Affiliates to not, directly or indirectly, absent prior express invitation or authorization by the Board pursuant to a resolution of the Board:

(i)                 Initiate, take, encourage, or participate in any action to obtain representation on the Board or alter the composition of the Board or management;

   

 

(ii)               request any permission, waiver or amendment of any provision of this Agreement, disclose any intent, purpose, plan or proposal to obtain any such permission, waiver or amendment under this Agreement or bring any action or otherwise act to contest the validity of this Agreement or seek a release from the restrictions or obligations contained in this Agreement in each case in a manner that would reasonably require or result in public disclosure by any Blue Harbour Party, its Affiliates, or the Company; or

(iii)             disclose publicly or privately in any manner any intention, plan or arrangement that is inconsistent with the foregoing.

(b)               Each Blue Harbour Party shall cause all Shares beneficially owned, directly or indirectly, by it, or by any of its Affiliates over which it exercises or has voting authority, to be present for quorum purposes and to be voted, at the Next Annual Meeting and at any adjournments or postponements thereof, in favor of any and all directors nominated by the Board for election at the Next Annual Meeting.

5.                  Public Announcement and SEC Filing.

(a)                The Company shall announce this Agreement by means of a press release in the form attached hereto as Exhibit B (the “Press Release”) as soon as practicable and in coordination with the Blue Harbour Parties. Any public statement or comment by the Company or any Blue Harbour Party regarding this Agreement or the matters addressed herein shall be consistent with the Press Release.

(b)               The Blue Harbour Parties shall promptly prepare and file an amendment (the “13D Amendment”) to its Schedule 13D with respect to the Company filed with the SEC on July 21, 2014 reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder. The 13D Amendment shall be consistent with the Press Release and the terms of this Agreement. The Blue Harbour Parties shall provide the Company with reasonable opportunity to review and comment upon the 13D Amendment prior to filing, and shall consider in good faith any changes proposed by the Company.

6.                  Definitions. For purposes of this Agreement:

(a)                the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b)               the terms “beneficial owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act except that a person shall also be deemed to be the beneficial owner of all Shares which such person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to the exercise of any rights in connection with any securities or any agreement, arrangement or understanding (whether or not in writing), regardless of when such rights may be exercised and whether they are conditional, and all Shares which such person or any of such person’s Affiliates has or shares the right to vote or dispose. 

(c)                the term “Derivative Instrument” shall mean, with respect to any person, any option, warrant, convertible security, share appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any shares of any class or series of shares in the capital of the Company or with a value derived in whole or in part from the price, value or volatility of any shares of any class or series of shares in the capital of the Company, any “call equivalent position” or “put equivalent position” (as such terms are defined in Rule 16a-1(b) under the Exchange Act) that is, directly or indirectly, held or maintained by such person with respect to any shares of any class or series of shares in the capital of the Company (including any security or instrument that would not otherwise constitute a derivative security for purposes of such definitions as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination) or any other derivative or synthetic arrangement having characteristics of a long position in, or a short position with respect to, any shares of any class or series of shares in the capital of the Company, whether or not such instrument or right shall be subject to settlement in shares of the underlying class or series of shares in the capital of the Company, or otherwise directly or indirectly owned beneficially by such person, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of any shares of any class or series of shares in the capital of the Company.

-2 

 

(d)               the term “including” shall mean “including, without limitation,” in all instances.

(e)                the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

(f)                the term “Support Period” shall mean the period from the date of this Agreement through the date which is 30 days prior to the last day on which a shareholder may timely notify the Company of such shareholder's intention to nominate a candidate for election as a director at the 2018 annual general meeting of shareholders of the Company (the "Support End Date"), provided that if the Company prior to the Support End Date notifies the Blue Harbour Parties in writing of its irrevocable agreement to nominate the New Nominee, and the Board does so nominate him (or, in the case of his refusal or inability to serve, the Board nominates another person recommended by the Blue Harbour Parties), then the Support End Date shall be extended to the date which is 30 days prior to the last day on which a shareholder may timely notify the Company of such shareholder's intention to nominate a candidate for election as a director at the 2019 annual general meeting of shareholders of the Company.

7.                  Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by telecopy and email, when such telecopy is transmitted to the telecopy number set forth below and sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this Section: 

 

if to the Company:

Melanie M. Trent

EVP, General Counsel & Chief Administrative Officer

Rowan Companies plc

2800 Post Oak Blvd, Suite 5450

Houston, Texas 77056

mtrent@rowancompanies.com

 

if to a Blue Harbour Party:

Blue Harbour Group, L.P.

646 Steamboat Road

Greenwich, CT 06830
Attention: Christian Asmar

Facsimile:(203) 422-6543 

Email: casmar@bhgrp.com

with a copy to:

 

Marc Weingarten

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Facsimile: (212) 593-5955

Email: marc.weingarten@srz.com

 

 

 

-3 

 

 

8.               Specific Performance; Remedies; Other Matters. The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. Furthermore, each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

9.                  Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

10.              Termination. This Agreement shall terminate on the expiry of the Support Period.

11.              Counterparts. This Agreement may be executed in two (2) or more counterparts which together shall constitute a single agreement.

12.              No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and is not enforceable by any other persons.

13.              No Waiver. No failure or delay by either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder.

  

14.              Assignment. This Agreement and the rights and obligations hereunder shall be binding on and inure to the benefit of successors of the parties hereto. This Agreement and the rights and obligations herein may not be assigned or otherwise transferred, in whole or in part, by any Blue Harbour Party without the express written consent of the Company. The Company may assign this Agreement and the rights and obligations herein on notice to the Blue Harbour Parties.

15.              Entire Understanding. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

16.              Interpretation and Construction. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation.

-4 

 

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date hereof.

 

Rowan Companies plc   Blue Harbour GROUP, LP
     
    By: Blue Harbour Holdings, LLC, its general partner

 

By: /s/ Melanie M. Trent    
  Melanie M. Trent    
  EVP, General Counsel & Chief   By: /s/ Clifton S. Robbins  
  Administrative Officer     Name: Clifton S. Robbins  
        Title: Managing Member  

 

 

    Blue Harbour HOLDINGS, LLC  
         
         
         
      By: /s/ Clifton S. Robbins  
        Name: Clifton S. Robbins  
        Title: Managing Member  

 

 

 

 

 

 

 

 

[Signature Page to the Agreement]

 

EXHIBIT A

Blue Harbour Party Ownership Schedule

 

The Blue Harbour Parties and their Affiliates collectively are the beneficial owners of 9,992,812 Shares and no Derivative Instruments.

 
 

 

EXHIBIT B

Form of Press Release

 

Rowan Companies Appoints New Board Member

 

HOUSTON, August 22, 2016/PRNewswire/ -- Rowan Companies plc (“Rowan”) (NYSE: RDC) announced today the appointment of Charles L. Szews to the Board of Directors, effective immediately. With this addition, the Rowan Board now comprises ten directors, of whom nine are independent.

 

Mr. Szews previously served as Chief Executive Officer of Oshkosh Corporation, a designer, manufacturer and marketer of specialty vehicles and vehicle bodies, before retiring in December 2015. Mr. Szews held several other positions at Oshkosh, including President and CEO from 2011 to 2012, President and Chief Operating Officer from 2007 to 2011 and Executive Vice President and Chief Financial Officer from 1997 to 2007. Mr. Szews currently serves as a director of Commercial Metals Company and previously served as a director of Gardner Denver Inc. and Oshkosh Corporation. Mr. Szews was recommended to the Company by one of its largest shareholders, Blue Harbour Group, LP., which has entered into a Support Agreement in connection with Mr. Szews appointment to the Board.

 

Rowan’s Chief Executive Officer Tom Burke commented, “We believe Charlie’s extensive operational and financial experience including his background in manufacturing, technology and international markets will be a great asset for our Board.”

 

Rowan is a global provider of contract drilling services with a fleet of 31 mobile offshore drilling units, comprised of 27 jack-up rigs and four ultra-deepwater drillships.  The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, Trinidad and Suriname.  The Company's Class A Ordinary Shares are traded on theNew York Stock Exchange under the symbol "RDC."  For more information on the Company, please visit www.rowan.com.