Item 1.01 Entry into a Material Definitive Agreement

Valaris plc (the "Company") continues to have discussions with its lenders and
bondholders regarding the terms of a potential comprehensive restructuring of
its indebtedness.
On July 15, 2020 the Company, certain lenders party thereto, Citibank, N.A., as
administrative agent (the "Agent") and the other parties party thereto, entered
into that certain Second Amended and Restated Waiver to Fourth Amended and
Restated Credit Agreement (the "Second A&R Waiver"), which amends, restates and
replaces the Amended and Restated Waiver to Fourth Amended and Restated Credit
Agreement, dated June 30, 2020 (the "A&R Waiver"), which was previously entered
into by the Company, certain lenders party thereto, the Agent and the other
parties thereto and which amended, restated and replaced the Waiver to Fourth
Amended and Restated Credit Agreement, dated June 1, 2020, which was previously
entered into by the Company, certain lenders party thereto, the Agent and the
other parties party thereto (the "Initial Waiver").
As previously disclosed, the Initial Waiver was entered into under the Company's
Fourth Amended and Restated Credit Agreement dated May 7, 2013 (as amended, the
"RCF") 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 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 (the "2042 Notes") (collectively, the "June 1 Interest Payments") and
(ii) on June 15, 2020 with respect to the Company's 7.375% Senior Notes due 2025
(the "2025 Notes") (the "June 15 Interest Payments" and together with the June 1
Interest Payments, the "June Interest Payments"). As previously disclosed, the
A&R Waiver was entered into by the parties party thereto to continue to waive
any default or event of default in respect of the June Interest Payments as well
as to also waive any default or event of default under the RCF resulting from
any cross-defaults (the "June 1 Cross-Defaults") under the 2022 Notes, 2042
Notes, 2025 Notes, the 4.75% Senior Notes due 2024 (the "2024 Notes") and the
5.85% Senior Notes due 2044 (the "2044 Notes") (collectively, the "Rowan Notes")
in respect of the failure to pay the June 1 Interest Payments.
The Second A&R Waiver is entered into by the parties party thereto to continue
to waive any default or event of default under the RCF attributed to (i) the
failure to make the June Interest Payments and (ii) the June 1 Cross-Defaults.
Additionally, the Second A&R Waiver waives any default or event of default under
the RCF attributed to any (i) failure by the Company or any of its subsidiaries
to make all or any part of their required interest payments due on (a) July 15,
2020, with respect to the Company's 2024 Notes and 2044 Notes, (b) July 31,
2020, with respect to the Company's 8.000% Senior Notes due 2024 and with
respect to a subsidiary of the Company's 3.000% Exchangeable Notes due 2024 and
(c) August 1, 2020, with respect to the Company's 7.75% Senior Notes due 2025,
(ii) resulting from any cross-defaults under the Rowan Notes in respect of the
failure to pay the June 15 Interest Payments and (iii) an additional waiver
relating to a vendor payment.
The Second A&R Waiver will remain in effect until the earliest of (i) August 3,
2020, (ii) termination or invalidity of the Forbearance Agreement (as defined
below), the Forbearance Agreement ceasing to be in full force and effect or
amendment of the Forbearance Agreement without consent of the requisite number
of RCF lenders, (iii) acceleration by the holders of any of the Rowan Notes in
accordance with the terms of the Rowan Notes and (iv) the date on which the
aggregate amount of advances (excluding letters of credit obligations)
outstanding under the RCF exceeds $630,000,000. The Second A&R 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 Second A&R Waiver and does not amend or affect the terms of the
RCF.
Noteholder Forbearance
On July 15, 2020, the Company entered into a Forbearance Agreement (the
"Forbearance Agreement") pursuant to that certain Indenture to which the Company
is a party, dated as of July 21, 2009 (as supplemented by the Ninth Supplemental
Indenture, dated as of June 7, 2019, and the Tenth Supplemental Indenture dated
as of February 3, 2020, the "Base Indenture"), as supplemented by, with respect
to the 2022 Notes, the Fourth Supplemental Indenture, dated as of May 21, 2012
(the Base Indenture, as so supplemented, the "2022 Notes Indenture"), with
respect to the 2024 Notes, the Sixth Supplemental Indenture, dated as of January
15, 2014 (the Base Indenture, as so supplemented, the

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"2024 Notes Indenture"), with respect to the 2025 Notes, the Eighth Supplemental
Indenture, dated as of December 19, 2016 (the Base Indenture, as so
supplemented, the "2025 Notes Indenture"), with respect to the 2042 Notes, the
Fifth Supplemental Indenture, dated as of December 11, 2012 (the Base Indenture,
as so supplemented, the "2042 Notes Indenture") and with respect to the 2044
Notes, the Seventh Supplemental Indenture, dated as of January 15, 2014 (the
Base Indenture, as so supplemented, the "2044 Notes Indenture"; the 2022 Notes
Indenture, the 2024 Notes Indenture, the 2025 Notes Indenture, the 2042 Notes
Indenture and the 2044 Notes Indenture, each an "Indenture" and, collectively,
the "Indentures"), under which the respective Rowan Notes were issued with
certain beneficial holders or investment managers or advisors for such
beneficial holders (the "Supporting Holders").
Pursuant to the Forbearance Agreement, the Supporting Holders have agreed to (i)
forbear from the exercise of certain rights and remedies that they have under
the Indentures or applicable law with respect to certain specified defaults and
events of defaults (including cross-defaults as a result of an acceleration) and
(ii) in the event that the applicable trustee or any holder or group of holders
takes any action which results in an acceleration during the Forbearance Period
(as defined below), to deliver written notice to the applicable trustee to
rescind such acceleration and its consequences and take all other action in
their power to cause such acceleration to be rescinded and annulled. The Company
and the Supporting Holders have agreed to continue this forbearance until the
earlier of (i) August 3, 2020, (ii) the occurrence of any other default or event
of default under the indentures that is not cured within any applicable grace
period, (iii) the acceleration of the Company's obligations under the RCF, (iv)
the termination or invalidity of the Second A&R Waiver, the Second A&R Waiver
otherwise ceasing to be in full force and effect, or the Second A&R Waiver being
amended, supplemented or otherwise modified in each case without the consent of
the Supporting Holders, (v) the commencement of a case under title 11 of the
United States Code or any similar reorganization, liquidation, insolvency or
receivership proceeding by or against the Company or a subsidiary of the Company
or (vi) the failure of the Company to timely comply with any term, condition or
covenant set forth in the Forbearance Agreement (such period, the "Forbearance
Period").
Item 7.01 Regulation FD Disclosure



The Company has elected not to make the approximately $7.6 million interest
payment (the "Interest Payment") due and payable on July 15, 2020 with respect
to its 4.75% Senior Notes due 2024 (the "2024 Notes") and the approximately
$11.7 million interest payment (together with the Interest Payment the "Interest
Payments") that was due and payable on July 15, 2020 with respect to the
Company's 5.85% Senior Notes due 2044 (the "2044 Notes" together with the 2024
Notes, the "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, as applicable. The
Company has elected to enter into the 30-day grace period, which expires on
August 15, 2020. As of July 14, 2020, the Company had approximately $215 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

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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.

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