UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 26, 2019

 

Ensco plc

(Exact name of registrant as specified in charter)

 

 

1-8097

(Commission File No.)

 

6 Chesterfield Gardens

London, England W1J 5BQ

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: 44 (0) 20 7659 4660

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

Item 8.01     Other Events.

 

Ensco plc (the “Company”) is filing this Current Report on Form 8-K to provide an update regarding the transaction to effect a combination between the Company and Rowan Companies plc (the “Transaction”). On February 26, 2019, the Company received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that it has completed its review of the Transaction and has determined that there are no unresolved national security concerns with respect to such Transaction. Receipt of the CFIUS clearance satisfies one of the conditions to the closing of the Transaction, which remains subject to other customary closing conditions, including receipt of the final regulatory approval.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Ensco plc
Date: February 26, 2019	/s/ Michael T. McGuinty
	Michael T. McGuinty
	Senior Vice President - General Counsel and Secretary

 

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