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): December 31, 2019
Valaris plc
(Exact name of registrant as specified in its charter)
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| 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
6 Chesterfield Gardens
London, England W1J5BQ
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 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). |
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| 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. | ☐ |
TABLE OF CONTENTS
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| INFORMATION TO BE INCLUDED IN THE REPORT | |
| Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |
| SIGNATURE | |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On December 31, 2019, P. Carey Lowe, our former Executive Vice President and Chief Operating Officer entered into a severance agreement (the “Separation Agreement”) with ENSCO Global Resources Limited, and a consulting agreement with ENSCO Incorporated (the “Consulting Agreement”, together with the Separation Agreement, collectively referred to as the “Agreements”). As previously disclosed, Mr. Lowe ceased to be the Executive Vice President and Chief Operating Officer and an executive officer of Valaris plc effective as of November 30, 2019 and terminated employment with us effective as of December 31, 2019. In consideration for the settlement of certain claims and compliance with various restrictive covenants, Mr. Lowe will be entitled to a lump sum cash severance payment of $2,300,000, his earned annual bonus for the 2019 calendar year, tax assistance in connection with his period of service in the United Kingdom, subsidized group health plan coverage for up to one year following his termination, and a lump sum payment of $56,000. All of Mr. Lowe’s equity-based awards were forfeited effective December 31, 2019. Under the Agreements, Mr. Lowe has also agreed to provide transitional support and consulting services to us through December 31, 2020 and will receive monthly payments of $98,167 in exchange for such services.
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.
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| | Valaris plc |
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| Date: January 7, 2020 | /s/ Michael T. McGuinty |
| | Michael T. McGuinty |
| | Senior Vice President and General Counsel |
