Valaris Limited Announces Pricing of $700 Million Upsized Private Placement of 8.375% Senior Secured Second Lien Notes Due 2030 and Entry into $375 Million Revolving Credit Facility
2023年4月5日 - 6:04AM
ビジネスワイヤ(英語)
Valaris Limited (NYSE: VAL) (“Valaris”) and its wholly-owned
subsidiary, Valaris Finance Company LLC, announced today the
pricing of their private placement (the “Offering”) under Rule 144A
and Regulation S of the Securities Act of 1933, as amended (the
“Securities Act”), of $700 million in aggregate principal amount of
8.375% Senior Secured Second Lien Notes due 2030 (the “Second Lien
Notes”). The Offering was upsized to $700 million in aggregate
principal amount of Second Lien Notes from the original offering
size of $600 million in aggregate principal amount of Second Lien
Notes. The Second Lien Notes mature on April 30, 2030 and will be
issued at par. The Offering is expected to close on April 19, 2023,
subject to customary closing conditions.
Valaris intends to use the net proceeds from the Offering to
fund the previously announced redemption of all of its outstanding
Senior Secured First Lien Notes due 2028 (the “First Lien Notes”),
subject to the completion of the Offering, and for general
corporate purposes.
The securities to be offered and sold have not been registered
under the Securities Act, or any state securities laws, and unless
so registered, the securities may not be offered or sold in the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. Valaris plans
to offer and sell the securities only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act and to persons outside the United States
pursuant to Regulation S under the Securities Act.
As previously announced, on April 3, 2023, Valaris entered into
a senior secured five-year credit agreement (the “Credit
Agreement”), which provides for commitments permitting borrowings
of up to $375 million. The Credit Agreement will be (i) guaranteed
by the same subsidiaries that guarantee the Second Lien Notes and
by Valaris Finance Company LLC and (ii) secured on a first lien
basis by the same assets that secure the Second Lien Notes. The
commitments under the Credit Agreement will become available to be
borrowed upon the satisfaction of various conditions, including the
consummation of the Offering and the redemption or discharge of all
of the First Lien Notes. The Offering is cross-conditioned upon the
occurrence of such availability substantially concurrently with the
closing.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any of these securities, nor shall
there be any sale of these securities in any state in which such
offer, solicitation, or sale would be unlawful. This press release
is being issued pursuant to and in accordance with Rule 135c under
the Securities Act.
About Valaris Limited
Valaris Limited (NYSE: VAL) is the industry leader in offshore
drilling services across all water depths and geographies.
Operating a high-quality rig fleet of ultra-deepwater drillships,
versatile semisubmersibles, and modern shallow-water jackups,
Valaris has experience operating in nearly every major offshore
basin. Valaris maintains an unwavering commitment to safety,
operational excellence, and customer satisfaction, with a focus on
technology and innovation. Valaris Limited is a Bermuda exempted
company.
Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this press release that are not
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements include words or phrases such as “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “likely,” “plan,”
“project,” “could,” “may,” “might,” “should,” “will” and similar
words and specifically include statements regarding the Offering
and the use of proceeds therefrom, the conditional redemption of
the First Lien Notes and the Credit Agreement. The forward-looking
statements contained in this press release are subject to numerous
risks, uncertainties and assumptions that may cause actual results
to vary materially from those indicated. For additional information
regarding known material risks, you should also carefully read and
consider Valaris’ most recent annual report on Form 10-K, which is
available on the Securities and Exchange Commission’s website at
www.sec.gov. Each forward-looking statement speaks only as of the
date of the particular statement, and Valaris undertakes no
obligation to update or revise any forward-looking statements,
except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230404006066/en/
Investor & Media Contacts: Darin Gibbins Vice President -
Investor Relations and Treasurer +1-713-979-4623
Tim Richardson Director - Investor Relations +1-713-979-4619
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