Valaris (VAL) SEC Filings

Valaris Ltd (VAL) reported new contract awards and extensions associated with approximately $600 million in contract backlog since its prior fleet status report on August 5, 2026. Total contract backlog was $4,750.1 million as of November 2, 2026; the company describes it as approximately $4.8 billion, up from approximately $4.6 billion as of August 5, 2026. A three-year service contract with bp for drilling operations on the Mad Dog and Thunder Horse platforms is expected to begin in January 2027 and adds approximately $290 million to contracted revenue backlog.

Priced extensions add approximately $25 million for VALARIS DS-12, with an estimated 60-day duration, and approximately $10 million for VALARIS 106, with an estimated 90-day duration. A new Australia contract for VALARIS 107 has an estimated 300-day duration and approximately $50 million in backlog, following its current commitments. Three-year Saudi Aramco extensions for five ARO-owned rigs commenced in October 2026. Valaris also reports that VALARIS MS-1 was sold for recycling and VALARIS 111 was sold for conversion to a mobile offshore production unit; all Valaris and ARO rigs operating in the Middle East remain under contract.

Valaris Ltd (VAL) reported third-quarter 2026 total operating revenues of $593.6 million, net income attributable to Valaris of $46.1 million and non-GAAP Adjusted EBITDA of $150.6 million. Total operating revenues were up 10% and Adjusted EBITDA up 56% from the second quarter; in Q3 2025, Adjusted EBITDA was $163.2 million and net income attributable to Valaris was $188.1 million. Revenue efficiency was 97% for the quarter, and all ten active drillships were on contract.

Middle East conflicts had approximately $24 million of negative impact on Adjusted EBITDA, compared with $30 million in Q2. Valaris added approximately $600 million in contract backlog since reporting Q2 results; total backlog was $4,750.1 million as of November 2, 2026. Cash and cash equivalents were $525.1 million as of September 30, 2026, and net cash provided by operating activities was $155.3 million for the first nine months, compared with $474.0 million a year earlier. The pending business combination with Transocean Ltd. has received required regulatory approvals and is anticipated to close on or about December 1, 2026.

Valaris Ltd (VAL) reported that its proposed business combination agreement provides for Transocean to acquire all issued and outstanding Valaris common shares in exchange for 15.235 Transocean shares per Valaris share, subject to the agreement’s terms and conditions.

Valaris and Transocean shareholder meetings are scheduled for November 24, 2026. Valaris shareholders will vote on the Scheme of Arrangement and related matters, while Transocean shareholders will vote on transaction-related matters. Subject to both approvals, Valaris will apply to the Supreme Court of Bermuda for sanction; the Sanction Hearing is scheduled for November 26, 2026, at 11:00 a.m. Bermuda time.

If the Bermuda Court sanctions the Scheme of Arrangement, Valaris anticipates that all conditions to completion will be satisfied and that the transaction will close on or about December 1, 2026. Securities issued in the transaction are anticipated not to be registered under the U.S. Securities Act; any such securities are anticipated to rely on Section 3(a)(10) and applicable state-law exemptions.

Valaris Limited (VAL) reported a regulatory milestone for its proposed business combination with Transocean Ltd. On October 13, 2026, Brazil’s competition authorities, CADE, determined that the combination may be put into effect without restrictions. Once CADE’s decision becomes final, all regulatory approval conditions to closing will be satisfied.

Under the agreement, Transocean will acquire all issued and outstanding Valaris common shares in exchange for 15.235 Transocean shares per Valaris share. Valaris and Transocean currently anticipate closing in the fourth quarter of 2026, subject to satisfaction or waiver of the remaining closing conditions. They filed a joint definitive proxy statement on October 14, 2026, which was mailed or otherwise disseminated to shareholders seeking approval of their respective transaction-related proposals. Securities issued in the transaction are anticipated to be issued in reliance on the Section 3(a)(10) exemption from U.S. registration requirements.

Valaris Ltd (VAL) shareholders are scheduled to vote on a proposed business combination under which Transocean Ltd. would acquire eligible issued and outstanding Valaris shares through a court-sanctioned scheme of arrangement. Subject to the agreement’s terms and customary adjustments before the Effective Time, each eligible Valaris share is expected to be exchanged for 15.235 registered Transocean shares; holders would receive cash instead of fractional shares. If completed, Valaris would become Transocean’s wholly owned subsidiary, with existing Transocean and Valaris shareholders expected to own approximately 53% and 47% of the combined company, respectively, on a fully diluted basis assuming conversion of Transocean’s exchangeable bonds due 2029.

Both companies’ meetings are scheduled for November 24, 2026. Valaris’ transaction resolution requires approval by a majority in number of shareholders present and voting, representing at least 75% in value of shares present and voting; the scheme also requires Bermuda court sanction and satisfaction of the agreement’s conditions. Transocean shareholder approval of the share issuance resolutions and NYSE 20% share issuance proposal is also a closing condition. One resolution provides for an issuance capped at 1,163,640,159 new Transocean shares; a separate capital band would authorize up to 126,490,949 shares for specified awards and warrants.

Valaris Limited (VAL) and Transocean Ltd. received notice on September 30, 2026, that the U.S. Department of Justice Antitrust Division had closed its investigation under the Hart-Scott-Rodino Act; the waiting period under the Act has expired. Their agreement provides that Transocean will acquire all issued and outstanding Valaris common shares for 15.235 Transocean shares per Valaris share, subject to the agreement’s terms and conditions.

The transaction is structured as a Bermuda scheme of arrangement. The parties currently anticipate closing in the fourth quarter of 2026, subject to satisfaction or waiver of the remaining closing conditions. A joint preliminary proxy statement was filed on May 19, 2026; when available, a definitive proxy statement will be mailed or otherwise disseminated to shareholders of both companies to seek approval of their respective transaction-related proposals.

Valaris Ltd (VAL) is the issuer of common shares that Oak Hill Advisors, L.P. has notified under Rule 144 for potential resale. Oak Hill Advisors reports that the Oak Hill Advisory Entities beneficially hold 1,409,130 common shares of Valaris, with an aggregate market value of $130,372,708, to be sold through Goldman Sachs & Co. LLC on the NYSE. The notice lists this same 1,409,130-share position as the amount of Valaris common shares that may be sold. Oak Hill Advisors also discloses multiple recent open‑market sales of Valaris common shares over the prior three months, including a block of 500,000 shares on August 10, 2026 for $42,192,950. The filing states that the shares were originally acquired from Valaris under a Chapter 11 plan of reorganization.

Oak Hill Advisors, a Delaware investment adviser, reports beneficial ownership of 3,038,600 Valaris Ltd common shares, representing 4.38% of the class. The firm has shared voting and dispositive power over these shares and no sole voting or dispositive power.

The ownership percentage is calculated using 69,435,807 Valaris shares outstanding as of July 30, 2026, as disclosed in the company’s Form 10-Q for the quarter ended June 30, 2026. All reportable trades in the prior 60 days occurred in the open market. A Valaris director, Mr. Goldschmid, received a grant of 2,188 RSUs on June 10, 2026, which are deemed held for the benefit of certain Oak Hill Advisors clients, with no voting or investment control retained by him.

Oak Hill Advisors, L.P. filed a notice to sell up to 1,799,773 VAL common shares through Goldman Sachs & Co. LLC on the NYSE, with an aggregate market value of about $153,970,580. Shares outstanding are listed as 69,435,807. The filing also details prior 3‑month sales, including 500,000 shares for $42,192,950 on 08/10/2026 and 467,586 shares for $44,236,909 on 06/02/2026.