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): March 7, 2022
Valaris Limited
(Exact name of registrant as specified in its charter)
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| Bermuda | | 001-08097 | | 98-1589854 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
Claredon House, 2 Church Street
Hamilton, Bermuda HM 11
(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 |
| Common Shares, $0.01 par value share | | VAL | | New York Stock Exchange |
| Warrants to purchase Common Shares | | VAL WS | | 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). ☐
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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. | ☐ |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01 Other Events.
As previously disclosed, on April 30, 2021, Valaris Limited (the “Company”) successfully completed its financial restructuring and emerged from bankruptcy. The Company is filing its unaudited pro forma condensed consolidated financial information for the year ended December 31, 2021, and the accompanying notes thereto, as set forth in Exhibit 99.1 to this report and presented in accordance with Article 11 of Regulation S-X, to summarize the impact of the reorganization, implementation of the plan of reorganization and application of fresh start accounting as if the effective date of emergence from bankruptcy had occurred on January 1, 2021, the beginning of the most recently completed fiscal year.
Item 9.01 Financial Statements and Exhibits
(b) ��Pro Forma Financial Information
The Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Company for the year ended December 31, 2021, and the accompanying notes thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K.
(d) Exhibits
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| Exhibit No. | | Description |
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| 99.1 | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |
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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 Limited |
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| Date: March 7, 2022 | | /s/ DARIN GIBBINS |
| Darin Gibbins Interim Chief Financial Officer and VP — Investor Relations & Treasurer |
