0001104659-21-061294.txt : 20210504 0001104659-21-061294.hdr.sgml : 20210504 20210504214606 ACCESSION NUMBER: 0001104659-21-061294 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: Luca Gilles CENTRAL INDEX KEY: 0001626810 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08097 FILM NUMBER: 21890941 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77057 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 tm2115180-9_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-04-30 0 0000314808 Valaris Ltd VAL 0001626810 Luca Gilles C/O CLARENDON HOUSE, 2 CHURCH STREET HAMILTON D0 HM 11 BERMUDA 0 1 0 0 Senior Vice President and COO Warrants to purchase Common Shares 131.88 2021-04-30 4 J 0 1029 A 2028-04-29 Common Shares 1029 1029 D Restricted Share Units 2021-04-30 4 J 0 1284 0 D Class A Ordinary Shares 1284 0 D Restricted Shares 2021-04-30 4 J 0 12045 0 D Class A Ordinary Shares 12045 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 Legacy Valaris ordinary shares (the "Existing Equity Interest") and vested but unsettled 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, subject to applicable rounding by the Depository Trust Company. 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 and restricted shares 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