Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Valaris Limited
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | Security
Type | | Security Class Title | | Fee
Calculation
or Carry
Forward
Rule | | Amount
Registered | | | Proposed
Maximum
Offering
price Per
Unit | | | Maximum
Aggregate
Offering Price | | | Fee Rate | | | Amount of
Registration
Fee(6) | |
| Fees to be Paid | | Equity | | Common Shares, par value $0.01 per share(1) | | 457(a) | | | 14,495,079 | (2) | | $ | 39.97 | (3) | | $ | 579,368,308 | (3) | | | 0.0000927 | | | $ | 53707.44 | |
| Fees to be Paid | | Debt | | Senior Secured First Lien Notes due 2028 | | 457(a) | | $ | 337,265,015 | (4) | | | 100 | % | | $ | 337,265,015 | | | | 0.0000927 | | | $ | 31,264.47 | |
| N/A | | Debt | | Guarantees of Senior Secured First Lien Notes due 2028 | | N/A | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | (5) |
| | | Total Offering Amounts | | | $ | 916,633,323 | | | | | | | $ | 84,971.91 | |
| | | Total Fees Previously Paid | | | | | | | | | | | $ | 0.00 | |
| | | Total Fee Offsets | | | | | | | | | | | $ | 84,971.91 | (6) |
| | | Net Fee Due | | | | | | | | | | | $ | 0.00 | |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, the common shares being registered hereunder include an indeterminate number of common shares that may be issued in connection with the anti-dilution provisions or shares splits, share dividends, recapitalizations or similar events. |
| (2) | Represents an aggregate of 14,495,079 common shares, $0.01 par value per share, issued pursuant to the Fourth Amended Joint Chapter 11 Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code of Valaris plc and certain of its wholly owned direct and indirect subsidiaries (the “Plan”), and hereby registered for resale by the selling securityholders. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act and based on the average of the high and low prices per share of common shares on February 28, 2022 as quoted on the New York Stock Exchange. |
| (4) | Represents the sum of (i) $158,123,000 aggregate principal amount of Senior Secured First Lien Notes due 2028 (the “Notes”), the initial aggregate principal amount of the Notes issued pursuant to the Plan, and (ii) an additional $179,142,015 aggregate principal amount of Notes that may be issued if interest on the Notes is paid-in-kind through maturity, in each case hereby registered for resale by the selling securityholders. |
| (5) | Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees of the Notes being registered. |
| (6) | Pursuant to Rule 457(p), the registrant hereby offsets the registration fee required in connection with this filing by $84,971.91, which represents a portion of the registration fee previously paid by the registrant with respect to certain unsold securities previously registered on a registration statement on Form S-1 (Registration No. 333-257022) (the “Prior Registration Statement”), initially filed with the Securities and Exchange Commission on June 11, 2021. The offering under the Prior Registration Statement has been terminated and pursuant to Rule 457(p), the $84,971.91 filing fee currently due in connection with this filing is offset against a portion of the previously paid registration fee for such unsold securities under the Prior Registration Statement resulting in a fee of $0.00 due with this filing. |
Table 2: Fee Offset Claims and Sources
| | | Registrant
or Filer
Name | | Form
or
Filing
Type | | File Number | | Initial
Filing Date | | Filing
Date | | Fee Offset
Claimed | | | Security
Type
Associated
with Fee
Offset
Claimed | | Security
Title
Associated
with Fee
Offset
Claimed | | Unsold
Securities
Associated with
Fee Offset
Claimed | | | Unsold
Aggregate
Offering
Amount
Associated with
Fee Offset
Claimed | | | Fee Paid
with Fee
Offset
Source | |
| Rule 457(b) and 0-11(a)(2) |
| Fee Offset Claims | | N/A | | N/A | | N/A | | N/A | | N/A | | | N/A | | | N/A | | N/A | | | N/A | | | | N/A | | | | N/A | |
| Fee Offset Sources | | N/A | | N/A | | N/A | | N/A | | N/A | | | N/A | | | N/A | | N/A | | | N/A | | | | N/A | | | | N/A | |
| Rule 457(p) |
| Fee Offset Claims | | Valaris Limited | | S-1 | | 333-257022 | | 06/11/2021 | | - | | $ | 41,350.15 | | | Equity | | Common Shares, par value $0.01 per share(1) | | | 13,995,992 | | | $ | 379,011,463.36 | | | | - | |
| Fee Offset Claims | | Valaris Limited | | S-1 | | 333-257022 | | 06/11/2021 | | - | | $ | 46,155.89 | | | Debt | | Senior Secured First Lien Notes due 2028 | | $ | 423,060,443 | | | $ | 423,060,443 | | | | - | |
| Fee Offset Sources | | Valaris Limited | | S-1 | | 333-257022 | | 06/11/2021 | | - | | | - | | | - | | - | | | - | | | | - | | | $ | 84,971.91 | |
