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): July 29, 2019
Ensco Rowan plc
(Exact name of registrant as specified in its charter)
England and Wales (State or Other Jurisdiction of Incorporation or Organization) | 1-8097 (Commission File Number) | 98-0635229 (I.R.S. Employer Identification Number) |
6 Chesterfield Gardens London, England W1J5BQ (Address of Principal Executive Offices) (Zip Code) | ||
Registrant’s telephone number, including area code: 44 (0) 20 7659 4660
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker Symbol(s) | Name of each exchange on which registered | ||
| Class A ordinary shares, U.S. $0.40 par value | ESV | New York Stock Exchange | ||
| 4.70% Senior Notes due 2021 | ESV/21 | New York Stock Exchange | ||
| 4.50% Senior Notes due 2024 | ESV24 | New York Stock Exchange | ||
| 8.00% Senior Notes due 2024 | ESV24A | New York Stock Exchange | ||
| 5.20% Senior Notes due 2025 | ESV25A | New York Stock Exchange | ||
| 7.75% Senior Notes due 2026 | ESV26 | New York Stock Exchange | ||
| 5.75% Senior Notes due 2044 | ESV44 | New York Stock Exchange | ||
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 8.01 | Other Events |
As reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Ensco Rowan plc (the “Company”) on April 11, 2019, the Company completed its combination with Rowan Companies plc (“Rowan”) on such date, whereby the Company acquired the entire issued share capital of Rowan (the “Transaction”). The Company is filing this Current Report on Form 8-K to provide (i) the March 31, 2019 quarterly financial statements for Rowan, as the Transaction was completed prior to the date that Rowan would have been required to file its March 31, 2019 financial statements on Form 10-Q, and the accompanying notes thereto, as set forth in Exhibit 99.1 to this report, including the required eXtensible Business Reporting Language (“XBRL”) exhibits, and (ii) the unaudited pro forma financial statements of the Company as of and for the three months ended March 31, 2019 and the accompanying notes thereto, as set forth in Exhibit 99.2 to this report and presented in accordance with Article 11 of Regulation S-X.
The financial statements included as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K are incorporated in this Item 8.01 by reference and should be read in conjunction with Rowan’s Annual Report on Form 10-K filed on February 27, 2019, the Company’s Annual Report on Form 10-K filed on February 28, 2019 and Quarterly Report on Form 10-Q filed on May 2, 2019, and any additional Current Reports filed by Rowan or the Company with the SEC on or after the filing of its respective Form 10-K.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Exhibits
| Exhibit Number | Exhibit Description | |
| 101.INS | XBRL Instance Document. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |
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: July 29, 2019 | Ensco Rowan plc | |
| By: | /s/ Tommy E. Darby | |
| Tommy E. Darby | ||
| Vice President and Controller | ||