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

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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.

Clifton Robbins - Blue Harbour

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

Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Rowan Companies

(Name of Issuer)

Class A Ordinary
Shares, $0.125 par value

(Title of Class of Securities)


(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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