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. OnAugust 3, 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 Third Amended and Restated Waiver to Fourth Amended and Restated Credit Agreement (the "Third A&R Waiver"), which amends, restates and replaces the Second Amended and Restated Waiver to Fourth Amended and Restated Credit Agreement, datedJuly 15, 2020 (the "Second 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 Amended and Restated Waiver to Fourth Amended and Restated Credit Agreement, datedJune 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, datedJune 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 datedMay 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) onJune 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) onJune 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 theJune 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 "Defaulted Notes") in respect of the failure to pay theJune 1 Interest Payments. As previously disclosed, the Second 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 and theJune 1 Cross-Defaults, as well as to also waive any default or event of default under the RCF resulting from (a) any failure by the Company to make all or any part of its required interest payments due (i) onJuly 15, 2020 , with respect to the Company's 2024 Notes and 2044 Notes (the "July 15 Interest Payments"), (ii) onJuly 31, 2020 , with respect to the Company's 8.00% Senior Notes due 2024 and with respect to one of the Company's subsidiaries, its 3.00% Exchangeable Notes due 2024 (the "July 31 Interest Payments" and together with theJuly 15 Interest Payments, the "July Interest Payments") and (iii) onAugust 1, 2020 , with respect to the Company's 7.75% Senior Notes due 2026 (the "August 1 Interest Payments"), (b) cross-defaults under the Defaulted Notes in respect of theJune 15 Interest Payments (the "June 15 Cross-Defaults") and (c) an additional waiver relating to a vendor payment (the "Missed Vendor Payment"). The Third 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, (ii) theJune 1 Cross-Defaults, (iii) the failure to make the July Interest Payments, (iv) the failure to make theAugust 1 Interest Payments, (v) theJune 15 Cross-Defaults, and (vi) the failure to make the Missed Vendor Payment. Additionally, the Third 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 onAugust 15, 2020 , with respect to one of the Company's subsidiaries' (a) 7.875% Senior Notes due 2040 and (b) 6.875% Senior Notes due 2020 (the "2020 Notes"), (ii) failure by the Company or any of its subsidiaries to make all or any part of their required principal payment due onAugust 15, 2020 , with respect to one of the Company's subsidiaries' 2020 Notes and (iii) resulting from any cross-defaults under the Defaulted Notes in respect of the failure to pay theJuly 15 Interest Payments. The Third A&R Waiver will remain in effect until the earliest of (i)August 15, 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) 3 -------------------------------------------------------------------------------- acceleration by the holders of any of the Defaulted Notes in accordance with the terms of the Defaulted 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 Third 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 Third A&R Waiver and does not amend or affect the terms of the RCF. Noteholder Forbearance OnAugust 3, 2020 , the Company amended that certain Forbearance Agreement (the "Forbearance Agreement"), dated as ofJuly 15, 2020 pursuant to that certain Indenture to which the Company is a party, dated as ofJuly 21, 2009 (as supplemented by the Ninth Supplemental Indenture, dated as ofJune 7, 2019 , and the Tenth Supplemental Indenture dated as ofFebruary 3, 2020 , the "Base Indenture"), as supplemented by, with respect to the 2022 Notes, the Fourth Supplemental Indenture, dated as ofMay 21, 2012 (the Base Indenture, as so supplemented, the "2022 Notes Indenture"), with respect to the 2024 Notes, the Sixth Supplemental Indenture, dated as ofJanuary 15, 2014 (the Base Indenture, as so supplemented, the "2024 Notes Indenture"), with respect to the 2025 Notes, the Eighth Supplemental Indenture, dated as ofDecember 19, 2016 (the Base Indenture, as so supplemented, the "2025 Notes Indenture"), with respect to the 2042 Notes, the Fifth Supplemental Indenture, dated as ofDecember 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 ofJanuary 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 Defaulted Notes were issued with certain beneficial holders or investment managers or advisors for such beneficial holders (the "Supporting Holders"). Pursuant to the amended 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 15, 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 Third A&R Waiver, the Third A&R Waiver otherwise ceasing to be in full force and effect, or the Third 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
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and the 2024 Notes and (ii)
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