Item 1.01 - Entry into a Material Definitive Agreement
Restructuring Support Agreement
On
· 6.875% Senior Notes due 2020 (the "2020 Notes"), issued under the Third
Supplemental Indenture, datedAugust 6, 2010 , betweenPride International, Inc. andThe Bank of New York Mellon , as trustee,
· 4.70% Senior Notes due 2021 (the "2021 Notes"), issued under the First
Supplemental Indenture, datedMarch 17, 2011 , betweenValaris andDeutsche Bank Trust Company Americas ("Deutsche Bank "), as trustee,
· 4.875% Senior Notes due 2022 (the "2022 Notes"), issued under the Fourth
Supplemental Indenture, dated as ofMay 21, 2012 , amongValaris andU.S. Bank National Association ("U.S. Bank "), as trustee,
· 4.50% Senior Notes due 2024 (the "4.50% 2024 Notes"), issued under the Second
Supplemental Indenture, dated as ofSeptember 29, 2014 , betweenValaris and Deutsche Bank, as trustee,
· 3.00% Exchangeable Senior Notes due 2024 (the "3.00% 2024 Notes"), issued under
the Indenture, dated as ofDecember 12, 2016 , amongEnsco plc ,Ensco Jersey Finance Limited andWilmington Trust, National Association (successor to Deutsche Bank), as trustee,
· 4.75% Senior Notes due 2024 (the "4.75% 2024 Notes"), issued under the Sixth
Supplemental Indenture dated as ofJanuary 15, 2014 , amongValaris andU.S. Bank , as trustee,
· 8.00% Senior Notes due 2024 (the "8.00% 2024 Notes"), issued under the Fourth
Supplemental Indenture, dated as ofJanuary 9, 2017 , betweenValaris and Deutsche Bank, as trustee,
· 5.20% Senior Notes due 2025 (the "5.20% 2025 Notes"), issued under the Third
Supplemental Indenture, dated as ofMarch 12, 2015 , betweenValaris and Deutsche Bank, as trustee,
· 7.375% Senior Notes due 2025 (the "7.375% 2025 Notes"), issued under the Eighth
Supplemental Indenture dated as ofDecember 19, 2016 , amongValaris andU.S. Bank , as trustee,
· 7.75% Senior Notes due 2026 (the "2026 Notes"), issued under the Fifth
Supplemental Indenture dated as ofJanuary 26, 2018 , by and betweenValaris and Deutsche Bank, as trustee,
· 7.20% Debentures due 2027 (the "2027 Notes"), issued under the Indenture, dated
November 20, 1997 , betweenENSCO International Incorporated ("Ensco") andBOKF, NA (successor to Deutsche Bank, which was formerly known asBankers Trust Company ), as trustee, as amended by that certain First Supplemental Indenture, datedNovember 20, 1997 , betweenEnsco and Deutsche Bank, as trustee and that certain Second Supplemental Indenture, datedDecember 22, 2009 , among Ensco,Ensco International plc and Deutsche Bank, as trustee,
· 7.875% Senior Notes due 2040 (the "2040 Notes"), issued under the Third
Supplemental Indenture, datedAugust 6, 2010 , betweenPride International, Inc. andThe Bank of New York Mellon , as trustee,
· 5.40% Senior Notes due 2042 (the "2042 Notes"), issued under the Fifth
Supplemental Indenture dated as ofDecember 11, 2012 , amongValaris andU.S. Bank , as trustee,
· 5.85% Senior Notes due 2044 (the "5.85% 2044 Notes"), issued under the Seventh
Supplemental Indenture dated as ofJanuary 15, 2014 , amongValaris andU.S. Bank , as trustee and
· 5.75% Senior Notes due 2044 (the "5.75% 2044 Notes" and, together with the 2020
Notes, 2021 Notes, 2022 Notes, 4.50% 2024 Notes, 3.00% 2024 Notes, 4.75% 2024 Notes, 8.00% 2024 Notes, 5.20% 2025 Notes, 7.375% 2025 Notes, 2026 Notes, 2027 Notes, 2040 Notes, 2042 Notes and 5.85% 2044 Notes, the "Senior Notes"), issued under the Second Supplemental Indenture, dated as ofSeptember 29, 2014 , betweenValaris and Deutsche Bank, as trustee.
The Company entered into the RSA to support a restructuring (the "Restructuring") on the terms set forth in the RSA and the term sheet annexed to the RSA (the "Restructuring Term Sheet"). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the RSA.
The RSA contemplates that the Company will implement the Restructuring through the Chapter 11 Cases (as defined below) pursuant to a consensual plan of reorganization (the "Plan") and the various related transactions set forth in or contemplated by the RSA and the Restructuring Term Sheet. Pursuant to the terms of the RSA and Restructuring Term Sheet, below is a summary of the treatment that the stakeholders of the Company would receive under the Plan: . . .
Item 1.03 Bankruptcy or Receivership
Chapter 11 Filing
On
The Debtors continue to operate their businesses and manage their properties as
"debtors-in-possession" under the jurisdiction of the
The Company filed the Chapter 11 Cases with approximately
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The commencement of the Chapter 11 Cases constitutes an event of default under certain of the Company's and its subsidiaries' debt instruments, including the following (the "Debt Instruments"):
·
Debentures due 2027, issued under the Indenture, datedNovember 20, 1997 , betweenEnsco and BOKF, NA (successor to Deutsche Bank, which was formerly known asBankers Trust Company ), as trustee, as amended by that certain First Supplemental Indenture, datedNovember 20, 1997 , betweenEnsco and Deutsche Bank, as trustee and that certain Second Supplemental Indenture, datedDecember 22, 2009 , among Ensco,Ensco International plc and Deutsche Bank, as trustee;
·
Notes due 2020, issued under the Third Supplemental Indenture, datedAugust 6, 2010 , betweenPride International, Inc. andThe Bank of New York Mellon , as trustee;
·
Notes due 2040, issued under the Third Supplemental Indenture, datedAugust 6, 2010 , betweenPride International, Inc. andThe Bank of New York Mellon , as trustee;
·
Notes due 2021, issued under the First Supplemental Indenture, datedMarch 17, 2011 , betweenValaris and Deutsche Bank, as trustee;
·
Notes due 2024, issued under the Second Supplemental Indenture, dated as ofSeptember 29, 2014 , betweenValaris and Deutsche Bank, as trustee;
·
Notes due 2044, issued under the Second Supplemental Indenture, dated as ofSeptember 29, 2014 , betweenValaris and Deutsche Bank, as trustee;
·
Notes due 2025, issued under the Third Supplemental Indenture, dated as ofMarch 12, 2015 , betweenValaris and Deutsche Bank, as trustee;
·
Notes due 2024, issued under the Fourth Supplemental Indenture, dated as ofJanuary 9, 2017 , betweenValaris and Deutsche Bank, as trustee;
·
Notes due 2026, issued under the Fifth Supplemental Indenture dated as ofJanuary 26, 2018 , by and betweenValaris and Deutsche Bank, as trustee;
·
Exchangeable Senior Notes due 2024, issued under the Indenture, dated as ofDecember 12, 2016 , amongEnsco plc ,Ensco Jersey Finance Limited andWilmington Trust, National Association (successor to Deutsche Bank), as trustee;
·
Notes due 2022, issued under the Fourth Supplemental Indenture, dated as ofMay 21, 2012 , amongValaris andU.S. Bank National Association ("U.S. Bank "), as trustee;
·
Notes due 2042, issued under the Fifth Supplemental Indenture dated as ofDecember 11, 2012 , amongValaris andU.S. Bank , as trustee;
·
Notes due 2024, issued under the Sixth Supplemental Indenture dated as ofJanuary 15, 2014 , amongValaris andU.S. Bank , as trustee;
·
Notes due 2044, issued under the Seventh Supplemental Indenture dated as ofJanuary 15, 2014 , amongValaris andU.S. Bank , as trustee;
·
Notes due 2025, issued under the Eighth Supplemental Indenture dated as ofDecember 19, 2016 , amongValaris andU.S. Bank , as trustee; and
·
letters of credit under the Fourth Amended and Restated Credit Agreement, datedMay 7, 2013 , by and amongEnsco plc , andPride International, Inc. , as Borrowers, the banks named therein,Citibank, N.A ., as administrative agent,DNB Bank ASA , as syndication agent,Deutsche Bank Securities Inc. ,HSBC Bank USA, NA andWells Fargo Bank, National Association , as co-documentation agents, andCitigroup Global Markets Inc. ,DNB Markets, Inc. ,Deutsche Bank Securities Inc. ,HSBC Securities (USA) Inc. andWells Fargo Securities, LLC , as joint lead arrangers and joint book managers (the "Revolving Credit Facility").
Any efforts to enforce payment obligations under the Debt Instruments and other obligations of the Debtors are automatically stayed as a result of the filing of the Chapter 11 Cases and the holders' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.
Item 7.01 Regulation FD Disclosure.
Press Release
A copy of the press release dated
Cleansing Material
The Company entered into confidentiality agreements (collectively, the "NDAs") with certain of the Consenting Noteholders as part of negotiations with them. Pursuant to the NDAs, the Company agreed to publicly disclose certain information, including material non-public information disclosed to such Consenting Noteholders (the "Cleansing Material") upon the occurrence of certain events set forth in the NDAs. A copy of the Cleansing Material is attached to this Form 8-K as Exhibit 99.2.
The information in the Cleansing Material is dependent upon assumptions with
respect to the market environment, commodity prices, day rates and utilization
of rigs, existing contract adjustments, rig newbuilds, rig retirements, cost
reductions and other such considerations as set forth in the Cleansing Material.
Any financial projections or forecasts included in the Cleansing Material were
not prepared with a view toward public disclosure or compliance with the
published guidelines of the
Additional Information on Chapter 11 Cases
Additional resources for customers, vendors and other stakeholders, and other
information on the Chapter 11 filings, can be accessed by visiting the Company's
restructuring website at www.valaris.com/restructuring. Court filings and other
documents related to the Chapter 11 process are available on a separate website
administered by the Company's claims agent, Stretto, at
http://cases.stretto.com/Valaris. Information is also available by calling (855)
348-2032 (toll-free in the
The information in this Current Report on Form 8-K is being "furnished" pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Items.
Cautionary Note Regarding Valaris' Common Stock
The Company cautions that trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for these securities may bear little or no relationship to the actual recovery, if any, by the holders in the Chapter 11 Cases. The Company expects that its stockholders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
Forward-Looking Statements
Statements contained in this Current Report on Form 8-K that are not historical
facts are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act.
Forward-looking statements include words or phrases such as "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "project," "could," "may,"
"might," "should," "will" and similar words. Such statements are subject to
numerous risks, uncertainties and assumptions that may cause actual results to
vary materially from those indicated, including the Company's ability to obtain
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Restructuring Support Agreement, datedAugust 18, 2020 . 10.2* Backstop Commitment Agreement dated as ofAugust 18, 2020 by and among the Company and the commitment parties named therein.
99.1 Press Release dated
99.2 Cleansing Material
104 Cover Page Interactive Data File. The cover page XBRL tags are
embedded within the Inline XBRL document (contained in Exhibit 101).
* Certain schedules and similar attachments have been omitted pursuant to Item
601(a)(5) of Regulation S-K and will be provided to the
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