Valaris Limited Announces $350 Million Private Placement of Additional 8.375% Senior Secured Second Lien Notes Due 2030
August 07 2023 - 8:01AM
Business Wire
Valaris Limited (NYSE: VAL) (“Valaris”) and its wholly-owned
subsidiary, Valaris Finance Company LLC (together with Valaris, the
“Issuers”), announced today that, subject to market conditions,
they intend to offer (the “Offering”) for sale to eligible
purchasers in a private placement under Rule 144A and Regulation S
of the Securities Act of 1933, as amended (the “Securities Act”),
an additional $350 million in aggregate principal amount of their
8.375% Senior Secured Second Lien Notes due 2030 (the “Additional
Notes”).
Valaris intends to use the net proceeds of the Offering to
finance the aggregate purchase price of approximately $337 million
(assuming a December 31, 2023 delivery date) for the drillships
VALARIS DS-13 and VALARIS DS-14, which Valaris intends to exercise
its right to take delivery of on or prior to December 31, 2023, and
for general corporate purposes. If Valaris does not elect to
exercise its right for either or both drillships, Valaris intends
to use the net proceeds of the Offering (not otherwise used to
finance the purchase price of either drillship) for general
corporate purposes.
The Additional Notes will constitute a further issuance of the
Issuers’ 8.375% Senior Secured Second Lien Notes due 2030 in the
aggregate principal amount of $700 million, which were issued on
April 19, 2023 (the “Existing Notes”). The Additional Notes will
form a single series with, and have the same terms (other than the
initial offering price) as, the Existing Notes.
The securities to be offered have not been registered under the
Securities Act, or any state securities laws, and unless so
registered, the securities may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state securities laws. Valaris plans to offer and
sell the securities only to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to persons outside the United States pursuant to
Regulation S under the Securities Act.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any of these securities, nor shall
there be any sale of these securities in any state in which such
offer, solicitation, or sale would be unlawful. This press release
is being issued pursuant to and in accordance with Rule 135c under
the Securities Act.
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.
Cautionary Statements Regarding Forward-Looking
Statements
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 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,” “likely,” “plan,”
“project,” “could,” “may,” “might,” “should,” “will” and similar
words and specifically include statements regarding the Offering
and the use of proceeds therefrom. The forward-looking statements
contained in this press release are subject to numerous risks,
uncertainties and assumptions that may cause actual results to vary
materially from those indicated. For additional information
regarding known material risks, you should also carefully read and
consider Valaris’ most recent annual report on Form 10-K and
subsequent quarterly reports on Form 10-Q, which are available on
the Securities and Exchange Commission’s website at www.sec.gov.
Each forward-looking statement speaks only as of the date of the
particular statement, and Valaris undertakes no obligation to
update or revise any forward-looking statements, except as required
by law.
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Investor & Media Contacts: Darin Gibbins Vice President -
Investor Relations and Treasurer +1-713-979-4623
Tim Richardson Director - Investor Relations +1-713-979-4619
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