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): June 15, 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:
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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 |
| 4.875% Senior Note due 2022 | VAL/22 | | New York Stock Exchange |
| 4.75% Senior Note due 2024 | VAL/24 | | New York Stock Exchange |
| 7.375% Senior Note due 2025 | VAL/25 | | New York Stock Exchange |
| 5.4% Senior Note due 2042 | VAL/42 | | 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. | ☐ |
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| Item 7.01 | Regulation FD Disclosure |
Valaris plc (the “Company”) has elected not to make the approximately $13.3 million interest payment (the “Interest Payment”) due and payable on June 15, 2020 with respect to its 7.375% Senior Notes due 2025 (the “Notes”). Under the indenture governing the Notes, the Company has a 30-day grace period to make the Interest Payment before such non-payment constitutes an “event of default” with respect to the Notes. The Company has elected to enter into the 30-day grace period, which expires on July 15, 2020. As of June 12, 2020, the Company had approximately $208 million in cash, in addition to available borrowing capacity under its revolving credit facility. The Company continues to have discussions with its lenders and bondholders regarding the terms of a potential comprehensive restructuring of its indebtedness.
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 (the “Exchange Act”), 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.
Forward-Looking Statements
Statements contained in this Current Report on Form 8-K 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 Exchange Act. 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 potential outcome of the Company’s evaluation of strategic alternatives and the Company’s debt levels, liquidity and ability to access financing sources, and debt restrictions that may limit our liquidity and flexibility. 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 publicly update or revise any forward-looking statements, except as required by law.
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: June 15, 2020 | /s/ Michael T. McGuinty |
| | Michael T. McGuinty |
| | Senior Vice President and General Counsel |
