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 3, 2020
Valaris plc
(Exact name of registrant as specified in its charter)
|
England and Wales (State or Other Jurisdiction of Incorporation or Organization) |
1-8097 (Commission File Number) |
98-0635229 (I.R.S. Employer Identification Number) |
110 Cannon Street,
London, England EC4N 6EU
(Address of Principal Executive
Offices)
(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 | Ticker Symbol(s) | 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 | ||
| 4.50% Senior Notes due 2024 | VAL24 | 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 | ||
| 7.75% Senior Notes due 2026 | VAL26 | New York Stock Exchange | ||
| 5.75% Senior Notes due 2044 | VAL44 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. |
On February 3, 2020, Valaris plc (the “Company”) completed its previously announced internal reorganization and entered into the Tenth Supplemental Indenture, dated as of February 3, 2020 (the “Tenth Supplemental Indenture”), with Rowan Companies, LLC (formerly Rowan Companies, Inc.) (“Rowan US”), Rowan Companies Limited (formerly Rowan Companies plc) (“Rowan UK”), and U.S. Bank National Association, as trustee, to the Indenture, dated as of July 21, 2009, as supplemented to date (the “Indenture”) with respect to the 4.875% Senior Notes due 2022, the 4.75% Senior Notes due 2024, the 7.375% Senior Notes due 2025, the 5.4% Senior Notes due 2042 and the 5.85% Senior Notes due 2044 of Rowan US and guaranteed by Rowan UK (the “Notes”).
Upon the execution of the Tenth Supplemental Indenture, and pursuant to and in accordance with Article Eight of the Indenture, the Company (i) agrees to become a party to the Indenture as the issuer of the Notes and (ii) unconditionally assumes all of the obligations of Rowan US under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture. In addition, Rowan US and Rowan UK are relieved of all their respective obligations and covenants under the Indenture and the Notes.
The foregoing description of the Tenth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Tenth Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K.
The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured debt. The Notes are structurally subordinated to all debt and other liabilities of the Company’s subsidiaries and effectively subordinated to the Company’s secured debt, if any, to the extent of the value of the assets securing such debt.
The Company intends to apply for listing of the Notes on the New York Stock Exchange. If such listing is obtained, the Company will have no obligation to maintain such listing, and may delist the Notes at any time.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description | |
| 4.1 | Tenth Supplemental Indenture, dated February 3, 2020, among Rowan Companies, LLC, Rowan Companies Limited, Valaris plc, and U.S. Bank National Association, as trustee. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: February 3, 2020 | Valaris plc | |
| By: | /s/ Michael T. McGuinty | |
| Name: | Michael T. McGuinty | |
| Title: | Senior Vice President and General Counsel | |
Exhibit 4.1
Execution Version
ROWAN COMPANIES, LLC
ROWAN COMPANIES LIMITED
VALARIS PLC
and
U.S. BANK NATIONAL ASSOCIATION
as Trustee
TENTH SUPPLEMENTAL INDENTURE
Dated as of February 3, 2020
to
INDENTURE
Dated as of July 21, 2009
4.875% SENIOR NOTES DUE 2022
4.75% SENIOR NOTES DUE 2024
7.375% SENIOR NOTES DUE 2025
5.4% SENIOR NOTES DUE 2042
5.85% SENIOR NOTES DUE 2044
61. Tenth Supplemental Indenture
TABLE OF CONTENTS
| Page |
| ARTICLE ONE RElation to indenture; definitions | 1 | ||
| Section 1.01 | Relation to Indenture | 1 | |
| Section 1.02 | Definitions | 1 | |
| Section 1.03 | General References | 2 | |
| ARTICLE TWO ASSUMPTION | 2 | ||
| Section 2.01 | Agreement to Assume | 2 | |
| ARTICLE THREE MISCELLANEOUS | 2 | ||
| Section 3.01 | Certain Trustee Matters | 2 | |
| Section 3.02 | Continued Effect | 2 | |
| Section 3.03 | Governing Law | 2 | |
| Section 3.04 | Counterparts | 3 | |
61. Tenth Supplemental Indenture
1
TENTH SUPPLEMENTAL INDENTURE, dated as of February 3, 2020 (this “Supplemental Indenture”), among ROWAN COMPANIES, LLC (formerly Rowan Companies, Inc.), a limited liability company duly formed and existing under the laws of the State of Delaware (the “Company”), ROWAN COMPANIES LIMITED (formerly Rowan Companies plc), a private limited company incorporated under the laws of England and Wales (“Rowan UK”), Valaris PLC, a public limited company incorporated under the laws of England and Wales (“Valaris”), and U.S. BANK NATIONAL ASSOCIATION, a nationally chartered banking association, as trustee (in such capacity, the “Trustee”), under the Indenture, dated as of July 21, 2009 (the “Base Indenture”), between the Company and the Trustee.
RECITALS OF THE COMPANY
WHEREAS, the Company, Rowan UK and the Trustee have heretofore executed the Base Indenture, as supplemented to date (as so supplemented, the “Indenture”) with respect to the 4.875% Senior Notes due 2022, the 4.75% Senior Notes due 2024, the 7.375% Senior Notes due 2025, the 5.4% Senior Notes due 2042 and the 5.85% Senior Notes due 2044 of the Company and guaranteed by Rowan UK (collectively, the “Notes”); and
WHEREAS, on the date hereof, the Company and Rowan UK transferred substantially all of their properties and assets on a consolidated basis to Valaris;
WHEREAS, Section 9.1(b) of the Base Indenture permits the Company, Rowan UK and the Trustee to amend the Base Indenture to cause the succession of another person to the Company and the assumption by such successor of the covenants of the Company therein and the Notes by executing a supplemental indenture as provided in such Section; and
WHEREAS, upon the execution and delivery of this Supplemental Indenture and in accordance with Section 8.2 of the Base Indenture, Valaris shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if Valaris had been named as the Company therein, and thereafter, the Company and Rowan UK shall be relieved of all obligations and covenants under the Indenture and the Notes.
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE ONE
Relation to Indenture; Definitions
Section 1.01 Relation to Indenture.
With respect to each series of Notes, this Supplemental Indenture constitutes an integral part of the Indenture.
Section 1.02 Definitions.
For all purposes of this Supplemental Indenture, capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Indenture for the applicable series of Notes.
61. Tenth Supplemental Indenture
1
Section 1.03 General References.
Unless otherwise specified or unless the context otherwise requires, (i) all references in this Supplemental Indenture to Articles and Sections refer to the corresponding Articles and Sections of this Supplemental Indenture and (ii) the terms “herein”, “hereof”, “hereunder” and any other word of similar import refer to this Supplemental Indenture.
ARTICLE TWO
ASSUMPTION
Section 2.01 Agreement to Assume.
Pursuant to and in accordance with Article Eight of the Base Indenture, Valaris, by its execution of this Supplemental Indenture, (i) agrees to become a party to the Indenture as the “Company” thereunder and (ii) unconditionally assumes all of the obligations of the Company under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture.
ARTICLE THREE
MISCELLANEOUS
Section 3.01 Certain Trustee Matters.
The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the Notes or the proper authorization or the due execution hereof or thereof by the Company.
Except as expressly set forth herein, nothing in this Supplemental Indenture shall alter the duties, rights or obligations of the Trustee set forth in the Indenture with respect to any series of Notes.
Section 3.02 Continued Effect.
Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect with respect to each series of Notes in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Indenture with respect to each series of Notes, as applicable, in the manner and to the extent herein and therein provided.
Section 3.03 Governing Law
This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.
61. Tenth Supplemental Indenture
2
Section 3.04 Counterparts.
This instrument may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this instrument and of signature pages thereof by facsimile or PDF transmission shall constitute effective execution and delivery of this instrument as to the parties hereto and may be used in lieu of the original instrument for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
(Remainder of Page Intentionally Left Blank)
61. Tenth Supplemental Indenture
3
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the date first written above.
| Rowan Companies, LLC | ||
| By: | /s/ Darin Gibbins | |
| Name: Darin Gibbins | ||
| Title: President | ||
| Rowan Companies Limited | ||
| By: | /s/ Thomas P. Burke | |
| Name: Thomas P. Burke | ||
| Title: Director | ||
| The above signatory for Rowan Companies Limited signed in the presence of: | ||
| Ethleen Figaro | ||
| Print name of witness: | Ethleen Figaro |
| Address: | 110 Cannon Street | |
| London, EC4N 6EU, UK | ||
| VALARIS plc | ||
| By: | /s/ Jonathan H. Baksht | |
| Name: Jonathan H. Baksht | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| The above signatory for Valaris plc signed in the presence of: | ||
| Kortnie Sowda | ||
| Print name of witness: | Kortnie Sowda | |
| Address: | 5847 San Felipe, Suite 3300 |
| Houston, TX 77057 | ||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Michael K. Herberger | |
| Authorized Signatory | ||
61. Tenth Supplemental Indenture