According to a recent 13D filing with the US Securities and Exchange Commission Clifton S. Robbins‘ Blue Harbour Group has entered into a Nomination and Support Agreement with Rowan Companies Plc (NYSE:RDC), upon which the company granted to appoint Charles L. Szews to the board of directors. Rowan Companies also agreed to nominate Mr. Szews for election as a director of the company at its next annual meeting of shareholders, advise shareholders to vote for his election and to do everything else within their power to help Mr. Szews get elected. Blue Harbour Group, which is a large shareholder of Rowan Companies (NYSE:RDC) as it continues to own almost 10 million Class A Ordinary Shares of the company, representing 7.97% of the outstanding stock, granted to use all its voting power to support all directors nominated by the Board.
Rowan Companies is a company that offers professional offshore contract drilling service, running in two sectors – deepwater and jack-ups. Year-to-date, the company’s stock is down by 22.06%. For the second quarter of 2016, Rowan Companies reported revenue of $611.9 million, topping the estimates of $489.22 million and non-GAAP earnings per share of $0.75, missing the estimates of $0.81.
There has been a lot of analyst updates regarding Rowan Companies’ stock recently; to begin with, Jefferies Group reiterated its ‘Buy’ rating on it, with a price target of $18, Nomura set a price target to $14 with a ‘Hold’ rating on the stock, while RBC Capital Markets reiterated its ‘Sector Perform’ rating and lowered its price target to $16 from $22. Meanwhile, Citigroup Inc reiterated its ‘Neutral’ rating, and Royal Bank of Canada lowered its price target to $16 from $22 with a ‘Sector Perform’ rating on the stock. Lastly, Deutsche Bank AG boosted its price target to $20 from $16 with a ‘Hold’ rating on Rowan Companies’ stock, and JPMorgan Chase & Co. set a price target to $19, with a ‘Buy’ rating on it.
The number of investors from our database long Rowan Companies (NYSE:RDC) decreased by four during the second quarter, and there were 24 funds with positions in the company at the end of June. Among them were Robert Rodriguez And Steven Romick’s First Pacific Advisors LLC, which held a position valued at $44.44 million, Richard S. Pzena’s Pzena Investment Management with a position worth around $17.6 million, Jim Simons’ Renaissance Technologies, Mario Gabelli’s GAMCO Investors, and George Hall’s Clinton Group.
Among those investors who lost optimism about investing in Rowan Companies (NYSE:RDC) and sold off its positions were Mike Vranos’ Ellington, which cut off its position worth $1.52 million, Ben Levine, Andrew Manuel And Stefan Renold’s LMR Partners, which said goodbye to a position valued at $371,000, Andrew Feldstein And Stephen Siderow’s Blue Mountain Capital, Brian Taylor’s Pine River Capital Management.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Blue Harbour Group | 0 | 9,992,812 | 0 | 9,992,812 | 9,992,812 | 7.97% |
| Blue Harbour Holdings | 0 | 9,992,812 | 0 | 9,992,812 | 9,992,812 | 7.97% |
| Clifton S. Robbins | 0 | 9,992,812 | 0 | 9,992,812 | 9,992,812 | 7.97% |
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Page 1 of 7 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 2)* | |
| Rowan Companies | |
| (Name of Issuer) | |
| Class A Ordinary | |
| (Title of Class of Securities) | |
| G7665A101 | |
| (CUSIP Number) | |
| Christian A. Asmar Blue Harbour Group, LP 646 Steamboat Road Greenwich, Connecticut 06830 (203) 422-6540 with a copy to: Marc Weingarten, Esq. Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| August 22, | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 7 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Page 2 of 7 – SEC Filing
| 1 | NAME OF REPORTING PERSON Blue Harbour Group, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 9,992,812 Class A Ordinary Shares | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 9,992,812 Class A Ordinary Shares | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,992,812 Class A Ordinary Shares | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.97% | |||
| 14 | TYPE OF REPORTING PERSON PN; IA | |||
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Page 3 of 7 – SEC Filing
| 1 | NAME OF REPORTING PERSON Blue Harbour Holdings, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 9,992,812 Class A Ordinary Shares | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 9,992,812 Class A Ordinary Shares | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,992,812 Class A Ordinary Shares | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.97% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
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Page 4 of 7 – SEC Filing
| 1 | NAME OF REPORTING PERSON Clifton S. Robbins | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 9,992,812 Class A Ordinary Shares | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 9,992,812 Class A Ordinary Shares | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,992,812 Class A Ordinary Shares | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.97% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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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 The source of the funds used to acquire the Class A Ordinary Shares | |
| 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 Under the Nomination and Support Agreement, Manager and Manager The foregoing summary of the Nomination and Support Agreement is | |
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Page 6 of 7 – SEC Filing
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: | |
| (a) – (b) The responses of the Reporting Persons to Rows (7) through (13) For purposes of disclosing the number of Class A Ordinary Shares (c) There have been no transactions in the Class A Ordinary Shares | |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Item 6 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 the Nomination and Support Agreement, the terms of which are described in Item 4 of this Amendment No. 2. A copy of such agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein. | |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Exhibit | Description |
| 2 | Nomination and Support Agreement, dated August 22, 2016, by and among Manager, Manager GP and the Issuer. |
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Page 7 of 7 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 22, 2016
| BLUE HARBOUR GROUP, LP
| ||
| By: Blue Harbour Holdings, LLC, its general partner | ||
| By: | /s/ Clifton S. Robbins | |
| Name: Clifton S. Robbins | ||
| Title: Managing Member | ||
|
blue harbour holdings,
| ||
| By: | /s/ Clifton S. Robbins | |
| Name: Clifton S. Robbins | ||
| Title: Managing Member | ||
| By: | /s/ Clifton S. Robbins | |
| Clifton S. Robbins | ||
