Valaris Successfully Completes Restructuring
Valaris Limited (NYSE: VAL) (“Valaris” or the “Company” and together with its subsidiaries, the “Valaris Group”) today announced that, on April 30, 2021, the Valaris Group has successfully completed its financial restructuring and emerged from chapter 11. The Valaris Group’s Plan of Reorganization (the “Plan”) was approved and confirmed by the United States Bankruptcy Court for the Southern District of Texas on March 3, 2021. Valaris now moves forward with a strengthened capital structure, eliminating $7.1 billion of debt and securing a $520 million capital injection by issuing $550 million of new secured notes maturing in 2028. As of April 30, 2021, Valaris had $615 million of available cash, $40 million of restricted cash and $550 million of debt.
“Today marks an important milestone as the Company emerges from chapter 11 with a significantly strengthened capital structure. The overwhelming support of our noteholders, bank lenders and voting shareholders has been invaluable. I want to thank everyone for their continued confidence in our business,” said Tom Burke, President and Chief Executive Officer of Valaris. “The last 12 months have been challenging from many perspectives. However, I am immensely proud of our employees’ hard work and commitment over this period. Our offshore crews and shore-based staff remain focused on delivering safe, efficient and reliable drilling services to our customers.”
Burke continued, “In the current commodity price environment, we are beginning to see the early signs of a recovery in customer demand following the downturn caused by the COVID-19 pandemic. With the elimination of more than $7 billion of debt and an injection of significant additional capital, Valaris is best positioned to take advantage of opportunities going forward.”
The Valaris Group emerges with the largest fleet of modern, high-specification assets in the industry. The Company’s 11 drillships, five semisubmersibles and 44 jackups are capable of meeting a broad spectrum of customers’ requirements across all geographies.
The common stock and warrants of the new parent Company of the Valaris Group will commence trading on the New York Stock Exchange under the ticker symbols VAL and VAL WS, respectively, at market open today, Monday, May 3, 2021. Shares of Valaris plc (the former UK parent company) (“Old Valaris”) ceased trading on the OTC Pink Marketplace as of April 28, 2021.
Board of Directors
Valaris Limited also announced the appointment of a new, seven-member Board of Directors (“Board”), together bringing extensive industry and leadership experience to the Company. The new Board is comprised of the individuals listed below:
- Elizabeth Leykum
- Anton Dibowitz (who joins the Board on July 1, 2021)
- Dick Fagerstal
- Joseph Goldschmid
- Deepak Munganahalli
- Jay Swent
- Thomas Burke (who remains President and Chief Executive Officer) Ms. Leykum has been appointed Chair of the Board.
Please review Valaris’s Current Reports on Form 8-K filed with the Securities Exchange Commission (“SEC”) for further detail of the Plan and restructured Group.
As part of the implementation of the Plan, Jonathan Charles Marston and Mark Granville Firmin of Alvarez & Marsal Europe LLP were appointed as Joint Administrators (“the Joint Administrators”) of Old Valaris on April 30, 2021. The affairs, business and property of Old Valaris are being managed by the Joint Administrators who act as agents without personal liability. The Joint Administrators are authorized to act as insolvency practitioners by The Institute of Chartered Accountants in England and Wales.
Shortly following their appointment, the Joint Administrators completed certain transactions pursuant to the Plan (together “the UK Transaction”), resulting in the sale of substantially all of Old Valaris’s assets and liabilities to the go-forward Group, of which Valaris Limited is the parent company.
Following the UK Transaction, Old Valaris is no longer part of the go-forward Group. All entities other than Old Valaris are continuing to operate in the ordinary course with the benefit of a significantly delevered capital structure.
Should you require any further information regarding the emergence or the UK administration of Old Valaris, please contact the Company’s claims agent, Stretto, at 855-348-2032 (Toll-Free) or +1 949-266-6309 (International). Additional information can also be found on Stretto’s website at http://cases.stretto.com/Valaris.
Kirkland & Ellis LLP and Slaughter and May served as legal advisors to Valaris in connection with the restructuring. Lazard Ltd. served as Valaris’s investment banker and Alvarez & Marsal North America LLC as its restructuring advisor. Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer & Feld LLP served as legal advisors to the Consenting Noteholders, and Houlihan Lokey Inc. served as financial advisor. Shearman & Sterling LLP served as legal advisors to the RCF Administrative Agent, and Perella Weinberg Partners LP served as financial advisor.
About Valaris Limited
Valaris Limited (NYSE: VAL) is the industry leader in offshore drilling services across all water depths and geographies. Operating a high-quality rig fleet of ultra-deepwater drillships, versatile semisubmersibles and modern shallow-water jackups, Valaris has experience operating in nearly every major offshore basin. Valaris maintains an unwavering commitment to safety, operational excellence, and customer satisfaction, with a focus on technology and innovation. Valaris Limited is a Bermuda exempted company (Bermuda No. 56245). To learn more, visit our website at www.valaris.com.
Statements contained in this press release 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 Securities Exchange Act of 1934, as amended. 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 liquidity and ability to access financing sources, debt restrictions that may limit our liquidity and flexibility, the COVID-19 outbreak and global pandemic, the related public health measures implemented by governments worldwide, the volatility in oil prices caused in part by the COVID-19 pandemic and the decisions by certain oil producers to reduce export prices and increase oil production, and cancellation, suspension, renegotiation or termination of drilling contracts and programs. In particular, the unprecedented nature of the current economic downturn, pandemic, and industry decline may make it particularly difficult to identify risks or predict the degree to which identified risks will impact the Company’s business and financial condition. In addition to the numerous factors described above, you should also carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our most recent annual report on Form 10-K, as updated in our subsequent quarterly reports on Form 10- Q, which are available on the Securities and Exchange Commission’s website at www.sec.gov or on the Investor Relations section of our website at www.valaris.com. Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statements, except as required by law.
Vice President – Investor Relations and Treasurer