Item 1.01 Entry into a Material Definitive Agreement





On June 1, 2020, Valaris plc (the "Company"), certain lenders party thereto,
Citibank, N.A., as administrative agent (the "Agent") and the other parties
thereto, entered into a Waiver (the "Waiver") under the Company's revolving
credit facility to waive any resulting default or event of default attributed to
any failure by the Company or any of its subsidiaries to make all or any part of
their required interest payments (the "Interest Payments") due (i) on June 1,
2020 with respect to the Company's 4.875% Senior Notes due 2022 (the "2022
Notes") and 5.40% Senior Notes due 2042 ("2042 Notes" together with the 2022
Notes the "Notes") and (ii) on June 15, 2020 with respect to the Company's
7.375% Senior Notes due 2025.
The Waiver will terminate if at any time the obligations under all or a portion
of the Notes are accelerated in accordance with the terms of the Notes. The
Waiver includes customary representations and does not limit, impair or
constitute a waiver of the rights and remedies of the lenders or the Agent, and
except as expressly provided in the Waiver, does not amend or affect the terms
of the revolving credit facility.
The foregoing description of the Waiver is only a summary of the material terms,
does not purport to be complete, and is qualified in its entirety by reference
to the Waiver, which is filed herewith as Exhibit 10.1 and incorporated by
reference herein.
Item 2.03 Creation of a Direct Financial Obligation

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 7.01 Regulation FD Disclosure





At this time, the Company has elected not to make the approximately
$15.1 million interest payment due and payable on June 1, 2020 with respect to
its 2022 Notes and the approximately $10.8 million interest payment due and
payable on June 1, 2020 with respect to its 2042 Notes. Under the indentures
governing the Notes, the Company has a 30-day grace period to make the Interest
Payments before such non-payment constitutes an "event of default" with respect
to the Notes. The Company has elected to enter into the 30-day grace period,
which expires on July 1, 2020.  As of May 29, 2020, the Company had
approximately $238 million in cash, in addition to available borrowing capacity
under its revolving credit facility. The Company continues to have discussions
with its lenders and bondholders regarding the terms of a potential
comprehensive restructuring of its indebtedness.
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.
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 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

                                       3

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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           Waiver to Fourth Amended and Restated Credit Agreement dated as of
             June 1, 2020
104          Cover Page Interactive Data File

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