Valaris Limited has received the consents necessary to effect the proposed amendments (the “Proposed Amendments”) to the indenture (the “Indenture”) governing the outstanding senior secured first lien notes due 2028 (the “Notes”) of the Company listed in the table below. The Proposed Amendments are described in the Consent Solicitation Statement, dated August 15, 2022 (the “Consent Solicitation Statement”).
The Company received the consents of holders of approximately 95.25% of the aggregate principal amount of the outstanding Notes as of 5:00 p.m., New York City time, on August 19, 2022 (the “Expiration Date”). These consents may not be revoked.
Pursuant to the terms and subject to the conditions set forth in the Consent Solicitation Statement, the Company will pay an aggregate consent fee of $2,749,225 (the “Consent Fee”), to be shared by all consenting holders who validly delivered consents to the Proposed Amendments before the Expiration Date (and did not validly revoke such consents). The Consent Fee will be approximately $5.25 per $1,000 principal amount for which a holder validly delivered its consent prior to the Expiration Date (and did not validly revoke such consent). The Company expects to pay the Consent Fee on or about August 22, 2022.
The Company has executed a supplemental indenture, dated August 19, 2022, to the Indenture to give effect to the Proposed Amendments, which became effective immediately upon the execution and delivery thereof. The supplemental indenture binds all holders of the Notes, including those that did not give their consent, but holders who did not deliver consents prior to the Expiration Date (or delivered consents but validly revoked them) will not receive the Consent Fee. The Proposed Amendments will not become operative and the Company will not benefit from the Proposed Amendments until the Consent Fee is paid with respect to each Note for which a Consent Fee is payable.
Valaris engaged Deutsche Bank Securities Inc. to act as the sole solicitation agent and Global Bondholder Services Corporation to act as the information and tabulation agent in connection with the Consent Solicitation.
No Offer or Solicitation
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This press release is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents was not made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.