Rowan Companies Plc (RDC): Blue Harbour Group Enters Into Nomination and Support Agreement; Charles L. Szews Appointed to the Board

Page 5 of 7 – SEC Filing

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.