Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

Effective November 26, 2019, the Board of Directors (the "Board") of Valaris plc (the "Company") appointed Frederick Arnold to the Board. Mr. Arnold will be compensated for his service as director on the same basis as other non-employee directors of the Company. Compensation for the Company's non-employee directors is described in the Company's Proxy Statement for its 2019 Annual General Meeting of Shareholders as filed with the Securities and Exchange Commission (the "SEC") on March 29, 2019. In connection with his appointment as director, the Company will enter into an indemnification agreement with Mr. Arnold. The agreement will be substantially identical to the agreements previously entered into between the Company and its other directors and will generally provide that the Company will, in certain circumstances, indemnify Mr. Arnold against any and all expenses, judgments, fines, penalties and amounts paid in settlement arising out of his service to the Company. Also, the agreement will provide for the advancement of expenses in connection with a threatened, pending or completed action, suit or proceeding.

Important Additional Information and Where to Find It

If Luminus Management, LLC or one of its affiliates, and/or one or more other shareholders collectively owning 5% or more of the Company's outstanding shares, requisitions a general meeting of shareholders (the "General Meeting"), the Company will file a proxy statement (the "Proxy Statement") with the SEC in connection with the solicitation of proxies for such General Meeting, together with a WHITE proxy card. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Shareholders will be able to obtain, free of charge, copies of the Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the Company with the SEC in connection with the General Meeting at the SEC's website (http://www.sec.gov), at the Company's website (https://www.valaris.com/investors/financials/sec-filings/default.aspx) or by contacting Investor Relations by phone at +1-713-789-1400, by email at ir.hdqrs@valaris.com or by mail at Valaris plc, Attention: Investor Relations, 5847 San Felipe, Suite 3300, Houston, Texas 77057.

Participants in the Solicitation

The Company, its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from shareholders in connection with the General Meeting. Additional information regarding the identity of these potential participants, none of whom owns in excess of one percent of the Company's shares, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the General Meeting. Information relating to the foregoing can also be found in the Company's definitive proxy statement for its 2019 annual general meeting of shareholders (the "2019 Proxy Statement"), filed with the SEC on March 29, 2019. To the extent holdings of the Company's securities by such potential participants (or the identity of such participants) have changed since the information printed in the 2019 Proxy Statement, such information has been or will be reflected on statements of changes in beneficial ownership on Forms 4 and 5 filed with the SEC. You may obtain free copies of these documents using the sources indicated above.

Item 7.01 Regulation FD Disclosure

On November 26, 2019, the Company issued a press release announcing the appointment of Mr. Arnold to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

As previously disclosed, the Company had a reduction in the commitments under its revolving credit facility from approximately $1.7 billion to approximately $1.6 billion. This reduction was in the amount of $75 million and occurred when the Company recently became aware that the signatory for one of the purported lenders under the facility was not an authorized representative of that lender and, accordingly, concluded that lender's $75 million commitment was not binding. Upon learning of the fraud perpetrated against the Company, the Company informed federal law enforcement agencies, who have undertaken an investigation.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits






(d) Exhibits



Exhibit No.   Description
  99.1          Press release of Valaris plc dated November 26, 2019
104           Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document.

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