UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 15, 2022, Valaris Limited (the “Company”) commenced a consent solicitation (the “Consent Solicitation”) seeking to amend the indenture governing the Senior Secured First Lien Notes due 2028 (the “Notes”) of the Company. The terms and conditions of the Consent Solicitation were described in detail in the Consent Solicitation Statement dated August 15, 2022 (the “Consent Solicitation Statement”).
On August 19, 2022, following the receipt of the requisite consents in the Consent Solicitation, the Company, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and first lien collateral agent (the “Trustee”), entered into the Fourth Supplemental Indenture (the “Supplemental Indenture”), which gives effect to the amendments to the Indenture, dated as of April 30, 2021, among the Company, the guarantors party thereto and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Indenture”), with respect to which the requisite consents were sought and obtained.
Upon the payment of the consent fee with respect to each Note for which a consent fee is payable pursuant to the Consent Solicitation Statement, the Supplemental Indenture amends the Indenture to (i) implement a consolidated net income builder basket for Restricted Payments (as defined in the Indenture), increase the general basket for Restricted Payments from $100 million to $175 million and make other incremental changes to the Company’s Restricted Payments capacity and (ii) increase the general basket for Investments (as defined in the Indenture) from the greater of $100 million and 4.0% of Total Assets (as defined in the Indenture) to the greater of $175 million and 6.5% of Total Assets, in each case as more fully described in the Consent Solicitation Statement and set forth in the Supplemental Indenture.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The disclosure under Item 1.01 hereof that is responsive to Item 3.03 hereof is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 4.1 | Fourth Supplemental Indenture, dated August 19, 2022, among Valaris Limited, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and first lien collateral agent. | |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T formatted in inline Extensible Business Reporting Language | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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 Limited | |
| Date: August 22, 2022 | /s/ Darin Gibbins |
| Darin Gibbins | |
| Vice President, Investor Relations and Treasurer |