0001193125-20-234343.txt : 20200828 0001193125-20-234343.hdr.sgml : 20200828 20200828130452 ACCESSION NUMBER: 0001193125-20-234343 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200828 DATE AS OF CHANGE: 20200828 GROUP MEMBERS: JONATHAN BARRETT GROUP MEMBERS: LUMINUS ENERGY PARTNERS MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Valaris plc CENTRAL INDEX KEY: 0000314808 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 980635229 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33427 FILM NUMBER: 201146721 BUSINESS ADDRESS: STREET 1: 110 CANNON STREET CITY: LONDON STATE: X0 ZIP: EC4N6EU BUSINESS PHONE: 4402076594660 MAIL ADDRESS: STREET 1: 110 CANNON STREET CITY: LONDON STATE: X0 ZIP: EC4N6EU FORMER COMPANY: FORMER CONFORMED NAME: Ensco Rowan plc DATE OF NAME CHANGE: 20190410 FORMER COMPANY: FORMER CONFORMED NAME: Ensco plc DATE OF NAME CHANGE: 20100331 FORMER COMPANY: FORMER CONFORMED NAME: Ensco International plc DATE OF NAME CHANGE: 20091223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUMINUS MANAGEMENT LLC CENTRAL INDEX KEY: 0001279151 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126153450 MAIL ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 d941605dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment 6)*

 

 

Valaris plc

(Name of Issuer)

Class A Ordinary Shares, $0.40 par value

(Title of Class of Securities)

G9402V 109

(CUSIP Number)

Shawn Singh

Luminus Management, LLC

1700 Broadway, 26th Floor

New York, NY 10019

(212) 424-2800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 26, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. G9402V 109

 

  1.   

Names of Reporting Persons.

 

Luminus Management, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

14,729,508 shares of Common Stock

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

14,729,508 shares of Common Stock

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,729,508 shares of Common Stock

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

7.39%

14.  

Type of Reporting Person (See Instructions)

 

IA


CUSIP No. G9402V 109

 

  1.   

Names of Reporting Persons.

 

Luminus Energy Partners Master Fund, Ltd.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Bermuda

Number of Shares
Beneficially

Owned by
Each
Reporting
Person
With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

14,729,508 shares of Common Stock

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

14,729,508 shares of Common Stock

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,729,508 shares of Common Stock

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

7.39%

14.  

Type of Reporting Person (See Instructions)

 

OO


CUSIP No. G9402V 109

 

  1.   

Names of Reporting Persons.

 

Jonathan Barrett

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

14,729,508 shares of Common Stock

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

14,729,508 shares of Common Stock

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,729,508 shares of Common Stock

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

7.39%

14.  

Type of Reporting Person (See Instructions)

 

IN


The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (the “Amendment No. 6”). This Amendment No. 6 amends the schedule 13D as specifically set forth herein.

 

Item 5.

 

Interest in Securities of the Company

Item 5 is hereby amended and supplemented as follows:

(a)   The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated herein by reference. The percentage set forth in row 13 is based on 199,430,217 outstanding shares of Common Stock as of July 24, 2020, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on July 30, 2020.

(b)   The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated herein by reference.

(c)   Schedule B attached hereto sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by the Reporting Persons.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 28, 2020

 

LUMINUS MANAGEMENT, LLC
By:  

/s/ Jonathan Barrett

  Name: Jonathan Barrett
  Title: President

LUMINUS ENERGY PARTNERS MASTER FUND, LTD.

 

By:  

/s/ Jonathan Barrett

  Name: Jonathan Barrett
  Title: Director

 

/s/ Jonathan Barrett

JONATHAN BARRETT


Schedule B

Transactions in the Shares of the Issuer During the Last 60 Days

The following table sets forth all transactions in the Shares effected in the past sixty days not previously reported by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share includes commissions. Where a price range is provided in the column Price Range ($), the price reported in that row’s column Price Per Share ($) is a weighted average price. These Shares were purchased in multiple transactions at prices between the price ranges indicated in the column Price Range ($). The Reporting Person will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares sold at each separate price.

 

Trade Date   Shares Purchased (Sold)   Price Per Share ($)   Price Range ($)

08/26/2020

  (3,150,000)   0.12   0.1135-0.1288

08/27/2020

  (6,770,492)   0.08   0.076-0.100