UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 3, 2020, Valaris plc (the “Company”) completed its previously announced internal reorganization and entered into the Tenth Supplemental Indenture, dated as of February 3, 2020 (the “Tenth Supplemental Indenture”), with Rowan Companies, LLC (formerly Rowan Companies, Inc.) (“Rowan US”), Rowan Companies Limited (formerly Rowan Companies plc) (“Rowan UK”), and U.S. Bank National Association, as trustee, to the Indenture, dated as of July 21, 2009, as supplemented to date (the “Indenture”) with respect to the 4.875% Senior Notes due 2022, the 4.75% Senior Notes due 2024, the 7.375% Senior Notes due 2025, the 5.4% Senior Notes due 2042 and the 5.85% Senior Notes due 2044 of Rowan US and guaranteed by Rowan UK (the “Notes”).
Upon the execution of the Tenth Supplemental Indenture, and pursuant to and in accordance with Article Eight of the Indenture, the Company (i) agrees to become a party to the Indenture as the issuer of the Notes and (ii) unconditionally assumes all of the obligations of Rowan US under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture. In addition, Rowan US and Rowan UK are relieved of all their respective obligations and covenants under the Indenture and the Notes.
The foregoing description of the Tenth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Tenth Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K.
The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured debt. The Notes are structurally subordinated to all debt and other liabilities of the Company’s subsidiaries and effectively subordinated to the Company’s secured debt, if any, to the extent of the value of the assets securing such debt.
The Company intends to apply for listing of the Notes on the New York Stock Exchange. If such listing is obtained, the Company will have no obligation to maintain such listing, and may delist the Notes at any time.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description | |
| 4.1 | Tenth Supplemental Indenture, dated February 3, 2020, among Rowan Companies, LLC, Rowan Companies Limited, Valaris plc, and U.S. Bank National Association, as trustee. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 3, 2020 | Valaris plc | |
| By: | /s/ Michael T. McGuinty | |
| Name: | Michael T. McGuinty | |
| Title: | Senior Vice President and General Counsel | |