Valaris Limited and its wholly-owned subsidiary, Valaris Finance Company LLC, announced 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”), $600 million in aggregate principal amount of senior secured second lien notes due 2030 (the “Second Lien Notes”). Valaris intends to use the net proceeds from the Offering to fund the redemption of all of its outstanding Senior Secured First Lien Notes due 2028 (the “First Lien Notes”) and for general corporate purposes.
Valaris also announced today that it has delivered a notice of conditional redemption for all of the First Lien Notes at a redemption price equal to 104.00% of the principal amount of the First Lien Notes, plus accrued and unpaid interest to, but not including, the redemption date (the “Redemption Price”). The redemption date for the First Lien Notes provided in the notice of conditional full redemption is May 3, 2023 (the “Redemption Date”). Valaris’ obligation to redeem the First Lien Notes and pay the Redemption Price is conditioned upon the completion of an offering by Valaris and Valaris Finance Company LLC of at least $600 million aggregate principal amount of their senior debt securities on or before the Redemption Date. Valaris may waive this condition at its sole discretion. Valaris will publicly announce and notify the holders of the First Lien Notes and the Trustee (as defined below) if the foregoing condition is not satisfied or waived, whereupon the redemption will be revoked and the First Lien Notes will remain outstanding. Wilmington Savings Fund Society, FSB is the trustee (the “Trustee”) for the First Lien Notes and is serving as the paying agent for the redemption.
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.
In addition, on April 3, 2023, Valaris entered into a senior secured five-year credit agreement (the “Credit Agreement”), which provides for commitments permitting borrowings of up to $375 million. The Credit Agreement will be (i) guaranteed by the same subsidiaries that guarantee the Second Lien Notes and by Valaris Finance Company LLC and (ii) secured on a first lien basis by the same assets that secure the Second Lien Notes. The commitments under the Credit Agreement will become available to be borrowed upon the satisfaction of various conditions, including the consummation of the Offering and the redemption or discharge of all of the First Lien Notes. The Offering is cross-conditioned upon the occurrence of such availability substantially concurrently with the closing.
