Current Report Filing (8-k)
19 October 2017 - 10:12PM
Edgar (US Regulatory)
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): October 17, 2017
Rowan Companies plc
(Exact name of registrant as specified in
its charter)
England and Wales
(State or Other Jurisdiction of
Incorporation or Organization)
|
1-5491
(Commission File Number)
|
98-1023315
(I.R.S. Employer
Identification Number)
|
|
|
|
2800 Post Oak Boulevard
Suite 5450
Houston, Texas
(Address of Principal Executive Offices)
|
|
77056-6189
(Zip Code)
|
Registrant’s telephone number, including
area code:
(713) 621-7800
Not Applicable
(Former name 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 (see General Instruction
A.2. below):
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
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 1.01
|
Entry into a Material Definitive Agreement
|
As previously announced,
Rowan Companies plc (“
Rowan
”) and the Saudi Arabian Oil Company (“
Saudi Aramco
”),
through their subsidiaries, have entered into agreements to create a 50/50 joint venture (the “
Joint Venture
”)
to own, manage and operate offshore drilling units in Saudi Arabia, which agreements included a shareholders’ agreement and
asset transfer and contribution agreements.
On October 17, 2017,
Rowan and Saudi Aramco amended the asset transfer and contribution agreements to, among other things, modify and clarify the mechanics
associated with the formation of the Joint Venture to provide for: (1) equal cash contributions to the Joint Venture by each
of Rowan and Saudi Aramco, (2) the subsequent sale of the initial rigs and related assets to the Joint Venture by each party in
exchange for cash (each, an “
Asset Sale
”), and (3) the distribution by the Joint Venture of excess cash
in the amount of approximately $88 million to each party maintaining each party’s 50% ownership interest in the Joint Venture
following the Asset Sales. The underlying economics of the Joint Venture to Rowan have not changed in any material respect from
previously disclosure as a result of the amendments to the asset transfer and contribution agreements, nor have Rowan’s ongoing
obligations under the joint venture agreements changed in any material respect as a result of the amendments to the asset transfer
and contribution agreements. As previously disclosed, each party holds equal equity ownership in the Joint Venture as of the
closing.
On October 19,
2017, Rowan issued a press release announcing the commencement of its’ joint venture with Saudi Aramco and the execution
of the related transactions. A copy of the press release is attached hereto as Exhibit 99.1.
The information in
Item 7.01 of this Current Report and in the exhibits attached hereto is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section. The information in Item 7.01 of this Current Report and in Exhibit 99.1 attached hereto shall not be incorporated by reference
into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in any such filing.
|
Item 9.01
|
Financial Statements and Exhibits.
|
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.
Dated: October 19, 2017
|
Rowan Companies plc
|
|
|
|
By:
|
/s/ Stephen M. Butz
|
|
|
Stephen M. Butz
Executive Vice President and Chief Financial Officer
|
Exhibit List
Rowan (NYSE:RDC)
Historical Stock Chart
From Apr 2024 to May 2024
Rowan (NYSE:RDC)
Historical Stock Chart
From May 2023 to May 2024
Real-Time news about Rowan Companies Plc Class A Ordinary Shares (New York Stock Exchange): 0 recent articles
More Rowan Companies Plc News Articles