Rowan Companies plc (NYSE:RDC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Underwriting Agreement

On December6, 2016, Rowan Companies, Inc. (Rowan Delaware) and
its parent company, Rowan Companies plc (Rowan UK and together
with Rowan Delaware, the Obligors), entered into an underwriting
agreement with Merrill Lynch, Pierce, Fenner Smith Incorporated
and Barclays Capital Inc., as representatives of the several
underwriters listed therein, relating to the issuance and sale in
an underwritten public offering of $500 million aggregate
principal amount of Rowan Delawares 7.375% Senior Notes due 2025
(the Notes) along with the related guarantees of the Notes on a
full and unconditional basis by Rowan UK (the Guarantees and
together with the Notes, the Securities). The offer and sale of
the Securities were registered with the Securities and Exchange
Commission (the SEC) to the Obligors Registration Statement on
Form S-3ASR (File Nos. 333-204157-01 and 333-204157), which
became effective upon filing with the SEC on May14, 2014. The
material terms of the offering are described in the Prospectus
Supplement dated December6, 2016, which was filed by the Obligors
with the SEC on December7, 2016.

The underwriting agreement contains customary representations,
warranties and agreements by the Obligors and the underwriters,
and customary conditions to closing, indemnification obligations
of the Obligors and the underwriters, including for liabilities
under the Securities Act of 1933, as amended, other obligations
of the parties and termination provisions. The foregoing
description of the underwriting agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the underwriting agreement, which is filed as
Exhibit 1.1 hereto and incorporated by reference herein.

Some underwriters and their affiliates have provided from time to
time, and may provide in the future, certain investment and
commercial banking and financial advisory services to Rowan UK
and its subsidiaries and affiliates in the ordinary course of
business, for which they have received and may continue to
receive customary fees and commissions. In particular, certain
underwriters are also acting as dealer managers with respect to
the tender offers commenced by Rowan Delaware on December 5,
2016. Certain underwriters or their affiliates also own a portion
of one or more series of the notes that are subject to the tender
offers and accordingly may receive a portion of the proceeds from
the offering if we use them to fund a portion of the tender
offers.

About Rowan Companies plc (NYSE:RDC)

Rowan Companies plc is a provider of offshore contract drilling services to the international oil and gas industry. The Company operates through two segments: deepwater and jack-ups. Its deepwater segment consists of drillship operations. Its fleet consists of approximately 30 mobile offshore drilling units, including self-elevating jack-up rigs and ultra-deepwater drillships. Its drilling fleet consists of approximately four ultra-deepwater drillships; 20 high-specification cantilever jack-up rigs, including three N-Class rigs, four EXL class rigs, three 240C class rigs, four enhanced Super Gorilla class rigs, one Gorilla class rig, and four Tarzan Class rigs, and eight cantilever jack-up rigs, including two Gorilla class rigs and six 116-C class rigs. The Company’s fleet operates across the world, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad.

Rowan Companies plc (NYSE:RDC) Recent Trading Information

Rowan Companies plc (NYSE:RDC) closed its last trading session up +1.16 at 20.37 with 3,207,709 shares trading hands.