Valaris reoffers $337.27 million of 8¼% exit financing notes

Chicago, March 7 – Valaris Ltd. is helping noteholders sell $337,265,015 of its senior secured first-lien notes due April 30, 2028, according to a form S-3 filed with the Securities and Exchange Commission.

The company exited bankruptcy by issuing $550 million of the notes but had agreed to register those notes at a later date with the Securities and Exchange Commission for resale.

The notes include the option of an 8¼% cash coupon, 10¼% half cash, half paid-in-kind coupon or 12% PIK coupon, all at the company’s election.

If the company elects the PIK option, an additional $179,142,015 of the notes may be issued.

The notes have an equity clawback clause for up to 35% of the notes at 104.

Any change of control would make the notes putable at 101.

Before April 30, 2023, if Valaris elects to redeem the notes, they would be redeemed at 104 plus the applicable premium. After that date they would be redeemable at 104 and then the redemption price would step down each year by 100 bps.

Wilmington Savings Fund Society, FSB is the trustee.

Valaris would not receive any proceeds from the sale of the notes.

Valaris is a Bermuda-based offshore drilling company. The company filed bankruptcy on Aug. 19, 2020 under Chapter 11 case number 20-34114 and emerged from bankruptcy in May of 2021 according to its March 3, 2021 plan.

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