Item 1.01 - Entry into a Material Definitive Agreement

Restructuring Support Agreement

On August 18, 2020, Valaris plc (the "Company") and certain of the Company's wholly owned direct and indirect subsidiaries (collectively, "Valaris") entered into a Restructuring Support Agreement (the "RSA") with certain holders (collectively, the "Consenting Noteholders") of the following series of the Company's notes:

· 6.875% Senior Notes due 2020 (the "2020 Notes"), issued under the Third


   Supplemental Indenture, dated August 6, 2010, between Pride International, Inc.
   and The Bank of New York Mellon, as trustee,

· 4.70% Senior Notes due 2021 (the "2021 Notes"), issued under the First


   Supplemental Indenture, dated March 17, 2011, between Valaris and Deutsche Bank
   Trust Company Americas ("Deutsche Bank"), as trustee,

· 4.875% Senior Notes due 2022 (the "2022 Notes"), issued under the Fourth


   Supplemental Indenture, dated as of May 21, 2012, among Valaris and U.S. Bank
   National Association ("U.S. Bank"), as trustee,

· 4.50% Senior Notes due 2024 (the "4.50% 2024 Notes"), issued under the Second


   Supplemental Indenture, dated as of September 29, 2014, between Valaris and
   Deutsche Bank, as trustee,

· 3.00% Exchangeable Senior Notes due 2024 (the "3.00% 2024 Notes"), issued under


   the Indenture, dated as of December 12, 2016, among Ensco plc, Ensco Jersey
   Finance Limited and Wilmington Trust, National Association (successor to
   Deutsche Bank), as trustee,

· 4.75% Senior Notes due 2024 (the "4.75% 2024 Notes"), issued under the Sixth


   Supplemental Indenture dated as of January 15, 2014, among Valaris and U.S.
   Bank, as trustee,

· 8.00% Senior Notes due 2024 (the "8.00% 2024 Notes"), issued under the Fourth


   Supplemental Indenture, dated as of January 9, 2017, between Valaris and
   Deutsche Bank, as trustee,

· 5.20% Senior Notes due 2025 (the "5.20% 2025 Notes"), issued under the Third


   Supplemental Indenture, dated as of March 12, 2015, between Valaris and
   Deutsche Bank, as trustee,

· 7.375% Senior Notes due 2025 (the "7.375% 2025 Notes"), issued under the Eighth


   Supplemental Indenture dated as of December 19, 2016, among Valaris and U.S.
   Bank, as trustee,

· 7.75% Senior Notes due 2026 (the "2026 Notes"), issued under the Fifth


   Supplemental Indenture dated as of January 26, 2018, by and between Valaris and
   Deutsche Bank, as trustee,

· 7.20% Debentures due 2027 (the "2027 Notes"), issued under the Indenture, dated

November 20, 1997, between ENSCO International Incorporated ("Ensco") and BOKF,
   NA (successor to Deutsche Bank, which was formerly known as Bankers Trust
   Company), as trustee, as amended by that certain First Supplemental Indenture,
   dated November 20, 1997, between Ensco and Deutsche Bank, as trustee and that
   certain Second Supplemental Indenture, dated December 22, 2009, among Ensco,
   Ensco International plc and Deutsche Bank, as trustee,

· 7.875% Senior Notes due 2040 (the "2040 Notes"), issued under the Third


   Supplemental Indenture, dated August 6, 2010, between Pride International, Inc.
   and The Bank of New York Mellon, as trustee,

· 5.40% Senior Notes due 2042 (the "2042 Notes"), issued under the Fifth


   Supplemental Indenture dated as of December 11, 2012, among Valaris and U.S.
   Bank, as trustee,

· 5.85% Senior Notes due 2044 (the "5.85% 2044 Notes"), issued under the Seventh


   Supplemental Indenture dated as of January 15, 2014, among Valaris and U.S.
   Bank, as trustee and

· 5.75% Senior Notes due 2044 (the "5.75% 2044 Notes" and, together with the 2020


   Notes, 2021 Notes, 2022 Notes, 4.50% 2024 Notes, 3.00% 2024 Notes, 4.75% 2024
   Notes, 8.00% 2024 Notes, 5.20% 2025 Notes, 7.375% 2025 Notes, 2026 Notes, 2027
   Notes, 2040 Notes, 2042 Notes and 5.85% 2044 Notes, the "Senior Notes"), issued
   under the Second Supplemental Indenture, dated as of September 29, 2014,
   between Valaris and Deutsche Bank, as trustee.

The Company entered into the RSA to support a restructuring (the "Restructuring") on the terms set forth in the RSA and the term sheet annexed to the RSA (the "Restructuring Term Sheet"). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the RSA.

The RSA contemplates that the Company will implement the Restructuring through the Chapter 11 Cases (as defined below) pursuant to a consensual plan of reorganization (the "Plan") and the various related transactions set forth in or contemplated by the RSA and the Restructuring Term Sheet. Pursuant to the terms of the RSA and Restructuring Term Sheet, below is a summary of the treatment that the stakeholders of the Company would receive under the Plan: . . .

Item 1.03 Bankruptcy or Receivership





Chapter 11 Filing

On August 19, 2020 (the "Petition Date"), the Company and 89 of its subsidiaries (together with the Company, the "Debtors"), filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") in the Bankruptcy Court. The Company has filed a motion with the Bankruptcy Court seeking joint administration of the chapter 11 cases under the caption In re Valaris plc (the "Chapter 11 Cases"). The Company intends to utilize the process to reduce its debt load substantially, support continued operations during the current lower demand environment and provide a robust financial platform to take advantage of market recovery over the long term.

The Debtors continue to operate their businesses and manage their properties as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As part of the Chapter 11 Cases, the Debtors filed with the Bankruptcy Court motions seeking a variety of "first-day" relief which, if granted under customary Court approvals, will enable the Company to continue operating without interruption or disruption to its relationships with its customers and vendors or its high-quality service delivery. In particular, employee pay and benefits are expected to continue without interruption.

The Company filed the Chapter 11 Cases with approximately $175 million of consolidated cash, which they will use to fund operations in the ordinary course of business and the administration of the Chapter 11 Cases.

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The commencement of the Chapter 11 Cases constitutes an event of default under certain of the Company's and its subsidiaries' debt instruments, including the following (the "Debt Instruments"):

· $112.1 million in outstanding aggregate principal amount of the 7.20%


   Debentures due 2027, issued under the Indenture, dated November 20, 1997,
   between Ensco and BOKF, NA (successor to Deutsche Bank, which was formerly
   known as Bankers Trust Company), as trustee, as amended by that certain First
   Supplemental Indenture, dated November 20, 1997, between Ensco and Deutsche
   Bank, as trustee and that certain Second Supplemental Indenture, dated December
   22, 2009, among Ensco, Ensco International plc and Deutsche Bank, as trustee;

· $122.9 million in outstanding aggregate principal amount of the 6.875% Senior


   Notes due 2020, issued under the Third Supplemental Indenture, dated August 6,
   2010, between Pride International, Inc. and The Bank of New York Mellon, as
   trustee;

· $300.0 million in outstanding aggregate principal amount of the 7.875% Senior


   Notes due 2040, issued under the Third Supplemental Indenture, dated August 6,
   2010, between Pride International, Inc. and The Bank of New York Mellon, as
   trustee;

· $100.7 million in outstanding aggregate principal amount of the 4.70% Senior


   Notes due 2021, issued under the First Supplemental Indenture, dated March 17,
   2011, between Valaris and Deutsche Bank, as trustee;

· $303.4 million in outstanding aggregate principal amount of the 4.50% Senior


   Notes due 2024, issued under the Second Supplemental Indenture, dated as of
   September 29, 2014, between Valaris and Deutsche Bank, as trustee;

· $1,000.5 million in outstanding aggregate principal amount of the 5.75% Senior


   Notes due 2044, issued under the Second Supplemental Indenture, dated as of
   September 29, 2014, between Valaris and Deutsche Bank, as trustee;

· $333.7 million in outstanding aggregate principal amount of the 5.20% Senior


   Notes due 2025, issued under the Third Supplemental Indenture, dated as of
   March 12, 2015, between Valaris and Deutsche Bank, as trustee;

· $292.3 million in outstanding aggregate principal amount of the 8.00% Senior


   Notes due 2024, issued under the Fourth Supplemental Indenture, dated as of
   January 9, 2017, between Valaris and Deutsche Bank, as trustee;

· $1,000.0 million in outstanding aggregate principal amount of the 7.75% Senior


   Notes due 2026, issued under the Fifth Supplemental Indenture dated as of
   January 26, 2018, by and between Valaris and Deutsche Bank, as trustee;

· $849.5 million in outstanding aggregate principal amount of the 3.00%


   Exchangeable Senior Notes due 2024, issued under the Indenture, dated as of
   December 12, 2016, among Ensco plc, Ensco Jersey Finance Limited and Wilmington
   Trust, National Association (successor to Deutsche Bank), as trustee;

· $620.8 million in outstanding aggregate principal amount of the 4.875% Senior


   Notes due 2022, issued under the Fourth Supplemental Indenture, dated as of May
   21, 2012, among Valaris and U.S. Bank National Association ("U.S. Bank"), as
   trustee;

· $400.0 million in outstanding aggregate principal amount of the 5.40% Senior


   Notes due 2042, issued under the Fifth Supplemental Indenture dated as of
   December 11, 2012, among Valaris and U.S. Bank, as trustee;

· $318.6 million in outstanding aggregate principal amount of the 4.75% Senior


   Notes due 2024, issued under the Sixth Supplemental Indenture dated as of
   January 15, 2014, among Valaris and U.S. Bank, as trustee;

· $400.0 million in outstanding aggregate principal amount of the 5.85% Senior


   Notes due 2044, issued under the Seventh Supplemental Indenture dated as of
   January 15, 2014, among Valaris and U.S. Bank, as trustee;

· $360.8 million in outstanding aggregate principal amount of the 7.375% Senior


   Notes due 2025, issued under the Eighth Supplemental Indenture dated as of
   December 19, 2016, among Valaris and U.S. Bank, as trustee; and

· $581.0 million of outstanding borrowings plus $41.3 million of outstanding


   letters of credit under the Fourth Amended and Restated Credit Agreement, dated
   May 7, 2013, by and among Ensco plc, and Pride International, Inc., as
   Borrowers, the banks named therein, Citibank, N.A., as administrative agent,
   DNB Bank ASA, as syndication agent, Deutsche Bank Securities Inc., HSBC Bank
   USA, NA and Wells Fargo Bank, National Association, as co-documentation agents,
   and Citigroup Global Markets Inc., DNB Markets, Inc., Deutsche Bank Securities
   Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, as joint lead
   arrangers and joint book managers (the "Revolving Credit Facility").

Any efforts to enforce payment obligations under the Debt Instruments and other obligations of the Debtors are automatically stayed as a result of the filing of the Chapter 11 Cases and the holders' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.

Item 7.01 Regulation FD Disclosure.





Press Release

A copy of the press release dated August 19, 2020 issued by the Company announcing the filing of the Chapter 11 Cases is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





Cleansing Material

The Company entered into confidentiality agreements (collectively, the "NDAs") with certain of the Consenting Noteholders as part of negotiations with them. Pursuant to the NDAs, the Company agreed to publicly disclose certain information, including material non-public information disclosed to such Consenting Noteholders (the "Cleansing Material") upon the occurrence of certain events set forth in the NDAs. A copy of the Cleansing Material is attached to this Form 8-K as Exhibit 99.2.

The information in the Cleansing Material is dependent upon assumptions with respect to the market environment, commodity prices, day rates and utilization of rigs, existing contract adjustments, rig newbuilds, rig retirements, cost reductions and other such considerations as set forth in the Cleansing Material. Any financial projections or forecasts included in the Cleansing Material were not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The projections do not purport to present the Company's financial condition in accordance with accounting principles generally accepted in the United States. The Company's independent accountants have not examined, compiled or otherwise applied procedures to the projections and, accordingly, do not express an opinion or any other form of assurance with respect to the projections. The inclusion of the projections herein should not be regarded as an indication that the Company or its representatives consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. Neither the Company nor any of its representatives has made or makes any representation to any person regarding the ultimate outcome of the Company's proposed restructuring compared to the projections, and none of them undertakes any obligation to publicly update the projections to reflect circumstances existing after the date when the projections were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error.

Additional Information on Chapter 11 Cases

Additional resources for customers, vendors and other stakeholders, and other information on the Chapter 11 filings, can be accessed by visiting the Company's restructuring website at www.valaris.com/restructuring. Court filings and other documents related to the Chapter 11 process are available on a separate website administered by the Company's claims agent, Stretto, at http://cases.stretto.com/Valaris. Information is also available by calling (855) 348-2032 (toll-free in the U.S.) or (949) 266-6309 (for parties outside the U.S.) or emailing ValarisInquiries@stretto.com.

The information in this Current Report on Form 8-K is being "furnished" pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.




Item 8.01 Other Items.

Cautionary Note Regarding Valaris' Common Stock

The Company cautions that trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for these securities may bear little or no relationship to the actual recovery, if any, by the holders in the Chapter 11 Cases. The Company expects that its stockholders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.





Forward-Looking Statements

Statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements include words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "could," "may," "might," "should," "will" and similar words. Such statements are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated, including the Company's ability to obtain Bankruptcy Court approval with respect to motions or other requests made to the Bankruptcy Court, the ability of the Company to negotiate, develop, confirm and consummate a plan of reorganization, the effects of the Chapter 11 Cases on the Company's liquidity or results of operations or business prospects; the effects of the Chapter 11 Cases on the Company's business and the interests of various constituents, the length of time that the Company will operate under Chapter 11 protection, risks associated with third-party motions in the Chapter 11 Cases, potential outcome of the Company's evaluation of strategic alternatives and the Company's debt levels, liquidity and ability to access financing sources, and debt restrictions that may limit our liquidity and flexibility. In addition to the numerous factors described above, you should also carefully read and consider "Item 1A. Risk Factors" in Part I and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II of our most recent annual report on Form 10-K, as updated in our subsequent quarterly reports on Form 10-Q, which are available on the Securities and Exchange Commission's website at www.sec.gov or on the Investor Relations section of our website at www.valaris.com. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits.






 Exhibit
   No.                                   Description
  10.1        Restructuring Support Agreement, dated August 18, 2020.
  10.2*       Backstop Commitment Agreement dated as of August 18, 2020 by and
            among the Company and the commitment parties named therein.

99.1 Press Release dated August 19, 2020

99.2 Cleansing Material

104 Cover Page Interactive Data File. The cover page XBRL tags are


            embedded within the Inline XBRL document (contained in Exhibit 101).

* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the SEC upon request.

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