Valaris Limited and its wholly-owned subsidiary, Valaris Finance Company LLC (together with Valaris, the “Issuers”), announced the pricing of their private placement (the “Offering”) under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), of $400 million in aggregate principal amount of additional 8.375% Senior Secured Second Lien Notes due 2030 (the “Additional Notes”). The Offering was upsized to $400 million in aggregate principal amount of Additional Notes from the original offering size of $350 million in aggregate principal amount of Additional Notes. The Additional Notes mature on April 30, 2030 and will be issued at 100.75% of par. The Offering is expected to close on August 21, 2023, subject to customary closing conditions.
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 and sold 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.
