0001104659-21-061290.txt : 20210504
0001104659-21-061290.hdr.sgml : 20210504
20210504214357
ACCESSION NUMBER: 0001104659-21-061290
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210430
FILED AS OF DATE: 20210504
DATE AS OF CHANGE: 20210504
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ARNOLD FREDERICK
CENTRAL INDEX KEY: 0001516604
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08097
FILM NUMBER: 21890930
MAIL ADDRESS:
STREET 1: CHATSWORTH ADVISORS, INC.
STREET 2: 3 YORK ROAD
CITY: LARCHMONT
STATE: NY
ZIP: 10538
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Valaris Ltd
CENTRAL INDEX KEY: 0000314808
STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381]
IRS NUMBER: 980635229
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: CLARENDON HOUSE
STREET 2: 2 CHURCH STREET
CITY: HAMILTON
STATE: D0
ZIP: HM 11
BUSINESS PHONE: 4402076594660
MAIL ADDRESS:
STREET 1: CLARENDON HOUSE
STREET 2: 2 CHURCH STREET
CITY: HAMILTON
STATE: D0
ZIP: HM 11
FORMER COMPANY:
FORMER CONFORMED NAME: Valaris plc
DATE OF NAME CHANGE: 20190801
FORMER COMPANY:
FORMER CONFORMED NAME: Ensco Rowan plc
DATE OF NAME CHANGE: 20190410
FORMER COMPANY:
FORMER CONFORMED NAME: Ensco plc
DATE OF NAME CHANGE: 20100331
4
1
tm2115180d8_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-04-30
1
0000314808
Valaris Ltd
VAL
0001516604
ARNOLD FREDERICK
C/O CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON
D0
HM 11
BERMUDA
1
0
0
0
Warrants to purchase Common Shares
131.88
2021-04-30
4
J
0
698
A
2028-04-29
Common Shares
698
698
D
Restricted Share Units
2021-04-30
4
J
0
23437
0
D
Class A Ordinary Shares
23437
0
D
On August 19, 2020, Valaris plc ("Legacy Valaris") and certain of its wholly owned direct and indirect subsidiaries (collectively, the "Debtors") commenced voluntary cases (the "Chapter 11 Cases") under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). On March 3, 2021, the Bankruptcy Court entered an order confirming the Debtors' Fourth Amended Joint Chapter 11 Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code (as amended, modified or supplemented from time to time, the "Plan").
In connection with the Chapter 11 Cases and the Plan, on and prior to the Effective Date (as defined below), the Company effectuated certain restructuring transactions, pursuant to which Valaris Limited, a Bermuda exempted company (the "Issuer") was formed and - through a series of transactions - Legacy Valaris transferred to a subsidiary of the Issuer substantially all of the subsidiaries, and other assets, of Legacy Valaris. On April 30, 2021 (the "Effective Date"), the Plan became effective in accordance with its terms and the Issuer emerged from chapter 11.
On the Effective Date, the Reporting Person received Warrants (the "Warrants") to purchase common shares, par value $0.01 per share, of the Issuer (the "Common Shares"), with respect to vested but unsettled Legacy Valaris ordinary shares (the "Existing Equity Interest") held by the Reporting Person on the Effective Date at an effective exchange ratio of 0.0274975 of a Warrant for each share of Exiting Equity Interest. The Warrants are exercisable for one Common Share from the date of issuance until 5:00 p.m., New York time, on the Expiration Date. The receipt of the Warrants was voluntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court.
On the Effective Date, all outstanding restricted share units were cancelled and extinguished in accordance with the Plan approved by the Bankruptcy Court.
/s/ Davor S. Vukadin, by Power of Attorney
2021-05-04