SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment 8)*
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)
September 10, 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 persons 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
10,183,145 shares of Common Stock | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
10,183,145 shares of Common Stock |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,183,145 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)
5.11% | |||||
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
10,183,145 shares of Common Stock | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
10,183,145 shares of Common Stock |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,183,145 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)
5.11% | |||||
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
10,183,145 shares of Common Stock | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
10,183,145 shares of Common Stock |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,183,145 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)
5.11% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (the Amendment No. 8). This Amendment No. 8 amends the schedule 13D as specifically set forth herein.
Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented as follows:
The information included in Item 6 of this Amendment No. 8 is incorporated by reference into this Item 4.
Item 5. | Interest in Securities of the Company |
Item 5 is hereby amended and supplemented as follows:
(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. |
Item 6. | Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer |
Item 6 is hereby amended and supplemented as follows:
On September 10, 2020, Luminus Management executed a Joinder to the RSA. On the same date, Luminus Management executed a joinder to the Backstop Commitment Agreement (the Backstop Agreement) dated August 18, 2020 between the Issuer, the other Debtors (as defined in the Backstop Agreement) and the Backstop Parties (as defined in the Backstop Agreement).
The Backstop Agreement, the joinder to the Backstop Agreement, and the joinder to the RSA are included as Exhibits 9, 10 and 11 hereto, and such agreements are incorporated herein by reference.
Item 7. | Material to be Filed as Exhibits |
Item 7 is hereby amended and supplemented as follows:
Exhibit 9 | Luminus Managements Joinder to RSA Agreement dated September 10, 2020 | |
Exhibit 10 | Luminus Managements Joinder to Backstop Agreement dated September 10, 2020 | |
Exhibit 11 | Backstop Agreement, (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed on September 11, 2020) |
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: September 15, 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 rows 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 ($) | Price Range ($) | |||||||||
09/02/2020 |
(1,566,855 | ) | 0.090 | 0.0900-0.0902 |
Exhibit 9
Exhibit C
Provision for Joinder Agreement
The undersigned (Joinder Agreement) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of August 18, 2020 (the Agreement),1 by and among Valaris plc and its affiliates and subsidiaries bound thereto and the Consenting Noteholders, and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a Consenting Noteholder under the terms of the Agreement.
The Joinder Party specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date hereof.
Date Executed: September 10, 2020
/s/ Shawn Singh |
Name: Shawn Singh |
Title: Authorized Signatory |
Address: 4400 Post Oak Parkway, Suite 1550, Houston, TX 77027
E-mail address(es): ssingh@luminusmgmt.com
6.875% Pride Notes due 2020 ownership: $4,620,000*
4.70% Ensco Notes due 2021 ownership: $
4.875% Rowan Notes due 2022 ownership: $
4.75% Rowan Notes due 2024 ownership: $
8.00% Ensco Notes due 2024 ownership: $
3.00% Convertible Notes due 2024 ownership: $
4.50% Ensco Notes due 2024 ownership: $
5.20% Ensco Notes due 2025 ownership: $
7.375% Rowan Notes due 2025 ownership: $
7.75% Ensco Notes due 2026 ownership: $
7.20% Ell Debentures due 2027 ownership: $
7.875% Pride Notes due 2040 ownership: $
5.40% Rowan Notes due 2042 ownership: $
5.85% Rowan Notes due 2044 ownership: $
5.75% Ensco Notes due 2044 ownership: $
Credit Facility Claims: $
Equity Interests in VAL: $10,183,145 shares
1 | Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms in the Agreement. |
* | $3,879,000 Principal held by Luminus Energy Partners Master Fund Ltd |
$741,000 Principal held by Luminus Capital Partners Master Fund LP |
Exhibit 10
LUMINUS MANAGEMENT, LLC
September 10, 2020
Valaris plc
110 Cannon Street
London, EC4N 6EU, United Kingdom
Attention: Michael T. McGuinty
Email: michael.mcguinty@valaris.com
Ladies and Gentlemen:
Reference is made to that certain Backstop Commitment Agreement among Valaris plc (the Company) and the other Debtors party thereto and the Backstop Parties party thereto dated as of August 18, 2020 (the Agreement) . Luminus Management, LLC (Investor) as a holder of Qualifying Senior Notes Claims elects to participate in the rights and obligations of the Backstop Parties set forth in this Agreement as an Additional Backstop Party, pursuant to the terms of Section 2. 7(a) of the Agreement. Attached hereto as Exhibit A is a joinder to the Restructuring Support Agreement, and attached hereto as Exhibit B is a joinder to the Agreement.
Very truly yours, | ||
LUMINUS MANAGEMENT, LLC | ||
By: | /s/ Shawn R. Singh | |
Name: Shawn R. Singh | ||
Title: General Counsel/CCO |
CC: | Kirkland & Ellis LLP | |||
Slaughter and May | ||||
Kramer Levin Naftalis & Frankel LLP | ||||
Akin Gump Strauss Hauer & Feld |
1 Terms capitalized but not defined herein shall have the meanings set forth in the Agreement.
EXHIBIT A
RSA Joinder
Provision for Joinder Agreement
The undersigned (Joinder Agreement) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of August 18, 2020 (the Agreement),1 by and among Valaris plc and its affiliates and subsidiaries bound thereto and the Consenting Noteholders, and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a Consenting Noteholder under the terms of the Agreement.
The Joinder Party specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date hereof.
Date Executed: August 28, 2020
/s/ Shawn R. Singh |
Name: Shawn R. Singh |
Title: General Counsel |
Address: 4400 Post Oak Parkway, Suite 1550, Houston, TX 77027
E-mail address(es): ssingh@luminusmgmt.com
principal amount of beneficially owned Valaris Bonds: $_______
principal amount of beneficially owned Legacy Rowan Bonds: $___________
principal amount of beneficially owned Jersey Bonds: $___________
principal amount of beneficially owned Pride Bonds: $ 4,620,000*
principal amount of beneficially owned Ensco International Bonds: $___________
Credit Facility Claims: $ _______
Equity Interests in VAL: $ 11,750,000
* $3,879,000 Principal held by Luminus Energy Partners Master Fund Ltd |
||
$741,000 Principal held by Luminus Capital Partners Master Fund LP |
||
+ |
1 | Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms in the Agreement. |
EXHIBIT B
JOINDER AGREEMENT
This joinder agreement (this Joinder Agreement) to the Backstop Commitment Agreement, dated August 18, 2020 (as amended, supplemented or otherwise modified from time to time, the Backstop Agreement), between the Valaris plc, the other Debtors (as defined in the Backstop Agreement) and the Backstop Parties (as defined in the Backstop Agreement) is executed and delivered by Luminus Management, LLC (the Joining Party) as of September 10, 2020. Each capitalized term used but not defined herein shall have the meaning set forth in the Backstop Agreement.
Agreement to be Bound. The Joining Party hereby agrees to be bound by all of the terms of the Backstop Agreement, a copy of which is attached to this Joinder Agreement as Exhibit A (as the same has been or may be hereafter amended, restated or otherwise modified from time to time in accordance with the provisions hereof), as a Backstop Party for all purposes under the Backstop Agreement.
Representations and Warranties. The Joining Party hereby severally and jointly makes the representations and warranties given by the Backstop Parties set forth in Article V of the Backstop Agreement to the Debtors as of the date of this Joinder Agreement and as of the Closing Date.
Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
IN WITNESS WHEREOF, this Joinder Agreement has been duly executed and delivered as of the date hereof.
LUMINUS MANAGEMENT, LLC |
By /s/ Shawn R. Singh |
Name: Shawn R. Singh |
Title: General Counsel/CCO |
Date Executed: September 10, 2020 |