Valaris plc (Form: 8-K, Received: 09/11/2020 11:57:59)

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): September 10, 2020

Valaris plc

(Exact name of registrant as specified in its charter)


England and Wales	1-8097	98-0635229
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

110 Cannon Street

London, England EC4N6EU

(Address of Principal Executive Offices and Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):


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


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


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


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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A ordinary shares, U.S. $0.40 par value	VAL*	New York Stock Exchange
4.70% Senior Notes due 2021	VAL21*	New York Stock Exchange
4.875% Senior Note due 2022	VAL/22*	New York Stock Exchange
4.50% Senior Notes due 2024	VAL24*	New York Stock Exchange
4.75% Senior Note due 2024	VAL/24*	New York Stock Exchange
8.00% Senior Notes due 2024	VAL24A*	New York Stock Exchange
5.20% Senior Notes due 2025	VAL25A*	New York Stock Exchange
7.375% Senior Note due 2025	VAL/25*	New York Stock Exchange
7.75% Senior Notes due 2026	VAL26*	New York Stock Exchange
5.4% Senior Note due 2042	VAL/42*	New York Stock Exchange
5.75% Senior Notes due 2044	VAL44*	New York Stock Exchange
5.85% Senior Note due 2044	VAL/44*	New York Stock Exchange

* On September 4, 2020, the New York Stock Exchange (“NYSE”) filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the securities of Valaris plc. (“Valaris”). The delisting will be effective on September 14, 2020. The deregistration of Valaris’ securities under Section 12(b) of the Exchange Act will be effective 90 days, or such shorter period as the SEC may determine, after filing of the Form 25. Upon deregistration of Valaris’ securities under Section 12(b) of the Exchange Act, they will remain registered under Section 12(g) of the Exchange Act.

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			☐


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.			☐


Item 1.01			Entry into a Material Definitive Agreement

As previously reported, on August 18, 2020, Valaris plc (the “Company”) and certain of the Company’s wholly owned direct and indirect subsidiaries (collectively, “Valaris”) entered into a Restructuring Support Agreement (the “RSA”) with certain holders of the senior notes of the Company (the “Consenting Noteholders”). On August 18, 2020, the Company entered into a Backstop Commitment Agreement with the Consenting Noteholders (the “BCA”). The RSA provides that, from the date thereof until September 10, 2020 (the “Joinder Period”), qualified holders of senior notes claims, including the Consenting Noteholders, shall be eligible to become backstop parties.

On September 10, 2020, the Company and the requisite Consenting Noteholders entered into an amendment (the “Amendment”) to the RSA and BCA to extend the expiration of the Joinder Period to September 14, 2020, at 11:59 p.m. Eastern Time.

The summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.


Item 7.01			Regulation FD Disclosure

On September 11, 2020, the Company announced the entry into the amendments to the RSA and BCA and that over 70% of its its noteholders have now executed the RSA and BCA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Item 9.01			Financial Statements and Exhibits

Exhibit No.			Description

10.1			Amendment to Restructuring Support Agreement and Backstop Commitment Agreement dated as of September 10, 2020
99.1			Press Release Dated September 11, 2020

SIGNATURE

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.


			Valaris plc

Date: September 11, 2020			/s/ Michael T. McGuinty
			Michael T. McGuinty
			Senior Vice President and General Counsel

Exhibit 10.1

Amendment by email delivered September 10, 2020, reading:

Reference is made to the Restructuring Support Agreement among Valaris plc and the other parties thereto, dated as of August 18, 2020 (the “RSA”) and the Backstop Commitment Agreement among Valaris plc and the other parties thereto, dated as of August 18, 2020 (the “BCA”).

We understand (i) the requisite parties to the BCA desire to amend Section 2.7(a) of the BCA to extend the deadline for any Additional Backstop Party (as defined in the BCA) to join the BCA to 11:59 pm ET on Monday, September 14, 2020 (the “BCA Amendment”), and (ii) the requisite parties to the RSA desire to extend the Joinder Period (as defined in the RSA) in the RSA to end on 11:59 pm ET on Monday, September 14, 2020 (the “RSA Amendment” and together with the BCA Amendment, the “Amendments”).

We confirm the Debtors (as defined in the BCA) agree to the BCA Amendment and the Company Parties (as defined in the RSA) agree to the RSA Amendment. Please confirm the Requisite Backstop Parties (as defined in the BCA) agree to the BCA Amendment and the Required Consenting Noteholders (as defined in the RSA) agree to the RSA Amendment. Upon such confirmation, the BCA and RSA will be amended in accordance with the Amendments set forth above without further action.

110 Cannon Street

London, England EC4N 6EU

www.valaris.com Press Release

Valaris plc Announces Additional Support for Restructuring and Extension

of Joinder Period

Over 70% of the Company’s Noteholders Have Signed on to Support the Restructuring

Company Extends Deadline to Become a Backstop Party to Monday, September 14, 2020

London, September 11, 2020 … Valaris plc (OTC: VALPQ) (“Valaris” or the “Company”) today announced that holders of over 70% in aggregate principal amount of its senior notes (the “Consenting Noteholders”) have now executed the Restructuring Support Agreement (the “RSA”) and Backstop Commitment Agreement (the “BCA”). The Company originally entered into the RSA and BCA on August 18, 2020, with holders of approximately 50% in aggregate principal amount of its senior notes.

The RSA and the BCA contemplate, among other items, the full equitization of the Company’s pre-petition revolving credit facility and unsecured notes, a fully backstopped rights offering to noteholders for $500 million of new secured notes, the effective cancellation of existing equity interests in the Company in exchange for, in certain circumstances, warrants for post-emergence equity and payment of trade claims in full in cash.

The RSA provides that, from the date thereof until September 10, 2020 (the “Joinder Period”), qualified noteholders, including the Consenting Noteholders, shall be eligible to become backstop parties under the BCA. On September 10, 2020, the Company agreed with the requisite Consenting Noteholders to extend the expiration of the Joinder Period to September 14, 2020, at 11:59 p.m. Eastern Time.

The Company looks forward to working with its other creditors and stakeholders who have not signed the RSA to advance the Company’s efforts to restructure its balance sheet.

Kirkland & Ellis LLP and Slaughter and May are serving as legal advisors to Valaris in connection with the restructuring. Lazard Ltd. is serving as Valaris’ investment banker and Alvarez & Marsal North America LLC as its restructuring advisor. Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer & Feld LLP are serving as legal advisors to the Consenting Noteholders, and Houlihan Lokey Inc. is serving as financial advisor.

Court filings and other information related to the Court-supervised proceedings are available at a website administered by the Company's claims agent, Stretto, http://cases.stretto.com/Valaris. Questions should be directed to our dedicated restructuring hotline 855-348-2032 (Toll-Free) or +1 949-266-6309 (International).

About Valaris plc

Valaris plc (OTC: VALPQ) is the industry leader in offshore drilling services across all water depths and geographies. Operating a high-quality rig fleet of ultra-deepwater drillships, versatile semisubmersibles and modern shallow-water jackups, Valaris has experience operating in

nearly every major offshore basin. With an unwavering commitment to safety and operational excellence, and a focus on technology and innovation, Valaris was rated first in total customer satisfaction in the latest independent survey by EnergyPoint Research - the ninth consecutive year that the Company has earned this distinction. Valaris plc is an English limited company (England No. 7023598) with its corporate headquarters located at 110 Cannon Street, London EC4N 6EU. To learn more, visit our website at www.valaris.com.

Cautionary Statements

Statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and similar words. Such statements are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated, including the Company’s ability to obtain Bankruptcy Court approval with respect to motions or other requests made to the Bankruptcy Court, the ability of the Company to negotiate, develop, confirm and consummate a plan of reorganization, the effects of the Chapter 11 Cases on the Company’s liquidity or results of operations or business prospects; the effects of the Chapter 11 Cases on the Company’s business and the interests of various constituents, the length of time that the Company will operate under Chapter 11 protection, risks associated with third-party motions in the Chapter 11 Cases, potential outcome of the Company’s evaluation of strategic alternatives and the Company’s debt levels, liquidity and ability to access financing sources, debt restrictions that may limit our liquidity and flexibility, the COVID-19 outbreak and global pandemic, the related public health measures implemented by governments worldwide, which may, among other things, impact our ability to staff rigs and rotate crews, the decline in oil prices during 2020 caused in part by the COVID-19 pandemic and the decisions by certain oil producers to reduce export prices and increase oil production, cancellation, suspension, renegotiation or termination of drilling contracts and programs. In particular, the unprecedented nature of the current economic downturn, pandemic, and industry decline may make it particularly difficult to identify risks or predict the degree to which identified risks will impact the Company’s business and financial condition. In addition to the numerous factors described above, you should also carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our most recent annual report on Form 10-K, as updated in our subsequent quarterly reports on Form 10-Q, which are available on the Securities and Exchange Commission’s website at www.sec.gov or on the Investor Relations section of our website at www.valaris.com. Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statements, except as required by law.

Media Contact

Dana Gorman / Sydney Isaacs

Abernathy MacGregor

+1 212-371-5999

Investor Contact

Darin Gibbins

Vice President – Investor Relations and Treasurer

+1 713-979-4623