Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Agreement, the Company agreed that, five business days following
the date of the filing of this Form 8-K,
The Company has also agreed to appoint each of the New Directors to at least one
of the Board's standing committees and to appoint the Board Appointee as a
member of the
Pursuant to the Agreement, the Board Appointee will tender his resignation as a
director (which the Board may or may not accept) if Luminus sells Ordinary
Shares and after giving effect to such sale Luminus' aggregate beneficial
ownership of the then-outstanding Ordinary Shares of the Company is below either
(i) both (A) 9% of the then-outstanding Ordinary Shares of the Company and (B) a
value of
Pursuant to the Agreement, Luminus agreed that during the Standstill Period, on any matter brought to a vote of the Company's shareholders, Luminus will vote all of its Ordinary Shares (i) against the removal of any directors and in favor of (A) the Company's director nominees, (B) any say-on-pay vote, subject to an exception set forth in the Agreement, and (C) any other standard resolutions put to a shareholder vote at the 2020 Annual General Meeting, including, among others, resolutions relating to the directors' renumeration report and the directors' renumeration policy, subject to exceptions set forth in the Agreement, and (ii) in accordance with the recommendations of the Board on all other matters (other than extraordinary matters at a shareholder meeting involving a merger, acquisition or similar business combination) unless ISS or Glass Lewis recommend otherwise and Luminus has not campaigned any such proxy advisory service for such recommendation; provided, however, that Luminus will vote its Ordinary Shares in accordance with the recommendation of the Board on any matter that the Board Appointee has approved. Luminus will not be required to vote in accordance with the above in the event that the Board accepts the Board Appointee's resignation due to the occurrence of a Minimum Ownership Event.
2
Additionally, Luminus agreed that until 30 business days prior to the advance notice deadline for shareholder nominations of directors for the 2021 Annual General Meeting (or the occurrence of a material uncured breach by the Company) (the "Standstill Period"), Luminus will not, among other things, (i) acquire beneficial ownership of or economic exposure to (A) more than 20% of the Company's then-outstanding Ordinary Shares (including through derivatives or any similar arrangement) or (B) any additional debt securities of the Company or any of its subsidiaries; provided that if the Company accepts the Board Appointee's resignation due to the occurrence of a Minimum Ownership Event, Luminus may acquire such additional debt securities in compliance with applicable insider trading and securities laws, (ii) engage in a short sale transaction or similar arrangement, (iii) engage in any solicitation of proxies of holders of the Company's securities, (iv) present a proposal that publicly seeks additional representation on the Board or the removal of any member of the Board or (v) make any public disclosure or statement regarding any plan or proposal with respect to the Board, the Company, its management or policies (including capital allocation), any of its securities or assets or any of its businesses or strategy or disclosing any plan or proposal inconsistent with the Agreement. Luminus also agreed to abide by certain other customary standstill restrictions during the Standstill Period as set forth in the Agreement.
The Company further agreed to reimburse Luminus for certain reasonable,
documented out-of-pocket fees and expenses incurred in connection with Luminus'
engagement with the Company in an amount not to exceed
Each of the parties to the Agreement also agreed to mutual non-disparagement obligations.
The summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
The Board approved the following, effective five business days following the
date of the filing of this Form 8-K: (i) an increase in the total number of
directors constituting the Board from 11 to 12 directors and (ii) the
appointment of
As of the date of the appointment,
3 Item 7.01 Regulation FD Disclosure
On
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit Cooperation and Support Agreement, dated as ofJanuary 24, 2020 , by 10.1 and amongValaris plc andLuminus Management, LLC 99.1 Press Release, datedJanuary 27, 2020 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
Important Additional Information and Where to Find It
The Company will file a proxy statement (the "Proxy Statement") with the
Shareholders will be able to obtain, free of charge, copies of the Proxy
Statement, any amendments or supplements thereto and any other documents when
filed by the Company with the
(https://www.valaris.com/investors/ financials/sec-filings/default.aspx) or by
contacting Investor Relations by phone at 713-789-1400, by email at
ir.hdqrs@valaris.com or by mail at
Participants in the Solicitation
The Company, its directors and certain of its executive officers and other
employees may be deemed to be participants in the solicitation of proxies from
shareholders in connection with the 2020 Annual General Meeting. Additional
information regarding the identity of these potential participants, none of whom
owns in excess of one percent of the Company's shares, and their direct or
indirect interests, by security holdings or otherwise, will be set forth in the
Proxy Statement and other materials to be filed with the
4
© Edgar Online, source