SEC Division of Corporation Finance no-action letter: Rowan Companies plc

811 Main Street, Suite 3700
Houston, TX 77002
Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Barcelona Moscow Beijing Munich Boston New York Brussels Orange County Century City Paris March 2, 2017 Chicago Riyadh Dubai Rome Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Ms. Michele Anderson Madrid Washington, D.C. Associate Director – Division of Corporation Finance Milan Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Dear Ms. Anderson:
We are writing on behalf of Rowan Companies plc (“Rowan” or the “Company”), a company organized under the laws of England and Wales. As discussed below, Rowan is required to submit certain routine matters to stockholders at annual general meetings pursuant to the Companies Act 2006 of England and Wales, as amended, and related regulations (the “UK Companies Act”). The purpose of this letter is to confirm that, on behalf of Rowan and based upon the facts, views and representations set forth below, the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission” or the “SEC”) will not object if Rowan does not file a preliminary proxy statement under Rule 14a-6(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for meetings of stockholders at which the only items to be acted upon by stockholders include: (a) those already excluded from such filing requirements under the express provisions of Rule 14a-6, (b) those already subject to exclusion based on no-action relief for issuers situated similarly to Rowan and organized under the laws of England and Wales,1 and (c) the consideration by stockholders of a routine resolution to approve a form or forms of contract pursuant to which the Board of Directors may repurchase the Company’s outstanding shares in order for Rowan to be able to repurchase its shares. 1 See: Ensco plc, SEC Interpretive Letter, (avail. December 3, 2015) (affirming that Ensco plc, a public limited company organized under the laws of England and Wales and listed on the New York Stock Exchange, would not need to pre-file proxy statements with the SEC pursuant to Rule 14a-6 for certain routine matters required under the laws of England and Wales) (the “Ensco Letter”); Aon PLC, SEC Interpretive Letter, (avail. March 31,
2014) (affirming that Aon plc, a public limited company organized under the laws of England and Wales and listed
on the New York Stock Exchange, would not need to pre-file proxy statements with the SEC pursuant to Rule 14a-6 for certain routine matters required under the laws of England and Wales) (the “Aon Letter”). US-DOCS\74874863.7