EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of Rowan Companies plc (the
Company
) on Form S-8 (collectively, the
Registration Statements
):
·
Registration Statement on Form S-8 (File No. 33-51103), registering 478,260 Rights to purchase Series A Junior Preferred Stock under the Rowan Companies, Inc. 1986 Convertible Debenture Incentive Plan filed November 18, 1993.
·
Registration Statement on Form S-8 (File No. 33-51105), registering 50,000 Rights to purchase Series A Junior Preferred Stock under the Rowan Companies, Inc. 1980 Stock Option Plan filed November 18, 1993.
·
Registration Statement on Form S-8 (File No. 33-51109), registering 7,000,000 Rights to purchase Series A Junior Preferred Stock under the Rowan Companies, Inc. 1988 Nonqualified Stock Option Plan filed November 18, 1993.
·
Registration Statement on Form S-8 (File No. 33-33755), registering 2,000,000 shares of Common Stock under the Rowan Companies, Inc. Restated 1988 Nonqualified Stock Option Plan filed March 13, 1990, as amended by Post-Effective Amendment No. 1 thereto filed on March 29, 1990.
·
Registration Statement on Form S-8 (File No. 33-61444), registering 5,000,000 shares of Common Stock under the Rowan Companies, Inc. 1988 Nonqualified Stock Option Plan filed April 23, 1993.
·
Registration Statement on Form S-8 (File No. 333-84369), registering 3,000,000 shares of Common Stock under the Rowan Companies, Inc. Restated 1988 Nonqualified Stock Option Plan filed August 3, 1999.
·
Registration Statement on Form S-8 (File No. 333-101914), registering 4,000,000 shares of Common Stock under the Rowan Companies, Inc. Restated 1988 Nonqualified Stock Option Plan filed December 17, 2002, as amended by Post-Effective Amendment No. 1 thereto filed on May 4, 2012.
·
Registration Statement on Form S-8 (File No. 333-84405), registering 200,000 shares of Common Stock under the Rowan Companies, Inc. 1998 Nonemployee Director Stock Option Plan filed August 3, 1999, as amended by Post-Effective Amendment No. 1 thereto filed on May 4, 2012.
·
Registration Statement on Form S-8 (File No. 333-132762), registering 3,400,000 shares of Common Stock under the 2005 Rowan Companies, Inc. Long-Term Incentive Plan filed March 28, 2006, as amended by Post-Effective Amendment No. 1 thereto filed on May 4, 2012.
·
Registration Statement on Form S-8 (File No. 333-158985), registering 4,500,000 shares of Common Stock under the 2009 Rowan Companies, Inc. Incentive Plan filed May 5, 2009, as amended by Post-Effective Amendment No. 1 thereto filed on May 4, 2012.
·
Registration Statement on Form S-8 (File No. 333-188272), registering 7,500,000 Class A Ordinary Shares under the 2013 Rowan Companies plc Incentive Plan filed May 1, 2013.
·
Registration Statement on Form S-8 (File No. 333-210966), registering 7,800,000 Class A Ordinary Shares under the 2013 Rowan Companies plc Incentive Plan filed April 28, 2016.
·
Registration Statement on Form S-8 (File No. 333-219199), registering 2,174,572 Class A Ordinary Shares under the 2013 Rowan Companies plc Incentive Plan filed July 7, 2017.
On April 11, 2019, pursuant to the Transaction Agreement (the
Transaction Agreement
), dated as of October 7, 2018, by and between Ensco plc (
Ensco
) and the Company, each of the issued and outstanding Class A ordinary shares of the Company was exchanged (the
Transaction
) pursuant to a court-sanctioned scheme of arrangement
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