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): April 29, 2020
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
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):
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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 |
| 4.875% 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 |
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
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02 Results of Operations and Financial Condition
Attached hereto as Exhibit 99.1 and incorporated by reference in its entirety into this Item 2.02 is a copy of the press release dated April 29, 2020 of Valaris plc announcing its first quarter 2020 results.
The information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
The Company's U.K. Statutory Accounts for the year-ended December 31, 2019, are available on the "Annual Reports & Proxy" page of our website (https://www.valaris.com/).
The information in this Current Report on Form 8-K is being “furnished” pursuant to Item 7.01 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
(d) Exhibits
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| Exhibit No. | | Description |
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| 99.1 | | |
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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| April 29, 2020 | | /s/ Jonathan H. Baksht Jonathan H. Baksht Executive Vice President and Chief Financial Officer (duly authorized officer) |
