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): September 25, 2020
Valaris plc
(Exact name of registrant as specified in its charter)
England and Wales | 1-8097 | 98-0635229 |
(State or other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS 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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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:
| Title of each class | | Trading Symbol | | 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 |
| * | On September 4, 2020, the New York Stock Exchange (“NYSE”) filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the Class A ordinary shares of Valaris plc. (“Valaris”). The delisting became effective on September 14, 2020, 10 days after the Form 25 was filed with the SEC by the NYSE. The deregistration of Valaris’ Class A ordinary shares under Section 12(b) of the Exchange Act will be effective 90 days, or such shorter period as the SEC may determine, after filing of the Form 25. Upon deregistration of Valaris’ Class A ordinary shares under Section 12(b) of the Exchange Act, they will remain registered under Section 12(g) of the Exchange Act. |
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).
Emerging growth company ¨
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
As previously disclosed on August 19, 2020, Valaris plc (the “Company”) and 89 of its subsidiaries (collectively, the “Debtors”), filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’ chapter 11 cases are being jointly administered under the caption In re: Valaris plc, et al. (the “Chapter 11 Cases”).
On September 25, 2020, following approval by the Bankruptcy Court, the Debtors entered into a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”), by and among the Company, as Lead Borrower, any of the Company’s subsidiaries that become party thereto from time to time, as borrowers, the lenders party thereto from time to time and Wilmington Savings Fund Society, FSB, as administrative agent and security trustee, in an aggregate amount not to exceed $500.0 million that will be used to finance, among other things, the ongoing general corporate needs of the Debtors during the course of the Chapter 11 Cases and to pay certain fees, costs and expenses associated with the Debtors’ Chapter 11 Cases. The maturity date of the DIP Credit Agreement is no later than August 17, 2021.
The DIP Credit Agreement contains events of default customary to debtor-in-possession financings, the occurrence of which could result in the acceleration of the Debtors’ obligation to repay the outstanding indebtedness under the DIP Credit Agreement. The Debtors’ obligations under the DIP Credit Agreement will be secured by a security interest in, and lien on, substantially all property (subject to certain exceptions) of the Debtors and will be guaranteed by certain of the Company’s subsidiaries, including the other Debtors. The DIP Credit Agreement also contains customary covenants that limit the ability of the Company and its subsidiaries to, among other things, (1) incur additional indebtedness and permit liens to exist on their assets, (2) pay dividends or make certain other restricted payments, (3) sell assets and (4) make certain investments. These covenants are subject to exceptions and qualifications as set forth in the DIP Credit Agreement.
The foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the DIP Credit Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
* Included herewith.
† Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the SEC upon request.
SIGNATURES
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.
| | Valaris plc |
| | | |
| | | |
| | By: | /s/ Darin Gibbins |
| | Name: | Darin Gibbins |
| | Title: | VP – Investor Relations & Treasurer |
| Dated: September 28, 2020 | | |
