Rowan : 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 10, 2019 (April 9, 2019)

Ensco Rowan plc

(Exact name of registrant as specified in charter)

England and Wales	98-0635229
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
	1-8097
	(Commission File No.)

6 Chesterfield Gardens

London, England W1J 5BQ

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: 44 (0) 20 7659 4660

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))

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		ESV24A		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 by Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b- 2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company o

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. o

EXPLANATORY NOTE

As reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission by Ensco Rowan plc (the " Company ") on April 11, 2019 (the " Original Form 8-K "), on April 11, 2019, the Company completed the combination with Rowan Companies plc (" Rowan "), whereby the Company acquired the entire issued share capital of Rowan (the " Transaction ").

This Amendment No. 1 to Current Report on Form 8-K/A (this " Amendment ") amends and supplements the Original Form 8-K to provide the following:

∙ the audited consolidated financial statements of Rowan for the period described in Item 9.01(a) below and the notes related thereto; and

∙ the unaudited pro forma condensed combined financial information described in Item 9.01(b) below.

No other modifications to the Original Form 8-K are being made by this Amendment. This Amendment should be read in connection with the Original Form 8-K, which provides a more complete description of the Transaction.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated balance sheet of Rowan, as of December 31, 2018 and December 31, 2017, and the consolidated statements of operations, comprehensive income (loss), changes in shareholders' equity and cash flows of Rowan for the years ended December 31, 2018, 2017 and 2016, and the notes related thereto, are included as Exhibit 99.1 to this Amendment and are incorporated by reference into this Item 9.01(a).

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2018 gives effect to the Transaction as if it had been consummated on December 31, 2018. The unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2018 gives effect to the Transaction as if it had been consummated on January 1, 2018. These financial statements, and the notes related thereto, are included as Exhibit 99.2 to this Amendment and are incorporated by reference into this Item 9.01(b).

(d) Exhibits

Exhibit	Description
Number

23.1Consent of Independent Registered Public Accounting Firm.

1. The audited consolidated balance sheet of Rowan Companies plc, as of December 31, 2018 and December 31, 2017, and the consolidated statements of operations, comprehensive income (loss), changes in shareholders' equity and cash flows of Rowan Companies plc for the years ended December 31, 2018, 2017 and 2016, and the notes related thereto (incorporated by reference to Part II, Item 8 and Part IV, Item 15 of the Annual Report on Form 10-K of Rowan Companies plc for the year ended December 31, 2018).
2. The unaudited pro forma condensed combined balance sheet of Ensco Rowan plc as of December 31, 2018 and the unaudited pro forma condensed combined statement of operations of Ensco Rowan plc for the year ended December 31, 2018.

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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.

		Ensco Rowan plc
Date: June 10, 2019		/s/ Tommy E. Darby
		Tommy E. Darby
		Controller
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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-174611,333-58625,033-40282,333-97757,333-125048,333-156530, 333- 181593, 333-204294,333-211588,333-218240,333-220859 and 333-225151 on Form S-8 and No. 333-221706 on Form S-3 of Ensco Rowan plc of our reports dated February 27, 2019, relating to the consolidated financial statements and financial statement schedule of Rowan Companies plc and subsidiaries (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company's adoption of Accounting Standards Update No. 2016-16,Income Taxes (ASC 740): Intra-EntityTransfers of Assets Other than Inventory ) and the effectiveness of the Company's internal control over financial reporting, appearing in the Annual Report on Form 10-K of Rowan Companies plc for the year ended December 31, 2018.

/s/ Deloitte & Touche LLP

Houston, Texas

June 10, 2019

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On April 11, 2019 (the "Transaction Date"), we completed our combination with Rowan pursuant to the Transaction Agreement (the "Rowan Transaction"). Accordingly, as a result of the Rowan Transaction, Rowan shareholders received 2.750 Ensco Class A ordinary shares for each share of Rowan common stock. Upon closing of the Rowan Transaction, we effected a consolidation (being a reverse stock split under English law) where every four existing Class A ordinary shares, each with nominal value of $0.10, were consolidated into one Class A ordinary share, each with nominal value of $0.40 (the "Reverse Stock Split"). All share and per share data included in this report have been retroactively adjusted to reflect the Reverse Stock Split. On the Transaction Date, we changed our name to Ensco Rowan plc.

The transaction will be accounted for using the acquisition method of accounting with Ensco identified as the acquirer in accordance with U.S. GAAP. Under the acquisition method of accounting, Ensco recorded all assets acquired and liabilities assumed at their respective Transaction-Date fair values.

The following unaudited pro forma condensed combined financial statements and the related notes present the combination of the historical consolidated financial statements of Ensco and Rowan, adjusted to give effect to the Rowan Transaction. See additional information in Note 1 - Basis of Presentation to the unaudited pro forma condensed combined financial statements.

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