Oak Hill backs Transocean share deal for Valaris (NYSE: VAL)

Rhea-AI Filing Summary

Oak Hill Advisors reports beneficial ownership of 4,797,337 Valaris Ltd common shares, representing 6.93% of the company’s outstanding stock. The filing describes a proposed business combination in which Transocean Ltd would acquire all Valaris shares in an all‑stock deal at a fixed exchange ratio of 15.235 Transocean shares for each Valaris share.

Oak Hill funds have signed a Support Agreement to vote their shares in favor of the transaction and accept certain transfer restrictions, particularly transfers to offshore drilling competitors or parties seeking to oppose the deal. The filing also notes that an Oak Hill employee holds 5,358 unvested RSUs for the benefit of certain clients, without voting or investment control, and that Oak Hill has made no Valaris share transactions in the past 60 days.

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Large Valaris holder formally backs Transocean’s all‑stock acquisition.

Oak Hill Advisors discloses beneficial ownership of 4,797,337 Valaris shares, or 6.93% of outstanding stock based on 69,230,926 shares cited from the Business Combination Agreement. This makes Oak Hill a meaningful stakeholder in the proposed transaction.

The filing highlights a Business Combination Agreement under which Transocean would acquire all Valaris shares at a fixed exchange ratio of 15.235 Transocean shares for each Valaris share, via a court‑approved scheme of arrangement under Bermuda law. Oak Hill funds entered a Support Agreement committing to vote their shares in favor of the combination.

The Support Agreement limits transfers of the “Support Shares” to parties Oak Hill knows are offshore drilling competitors or intend to oppose the deal, while allowing open‑market transactions otherwise. No Valaris share trades occurred in the last 60 days, and an Oak Hill employee’s 5,358 RSUs are held for clients without voting or investment control. Overall, the filing mainly documents governance and support commitments rather than new financial results.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Valaris Ltd

(Name of Issuer)

Common Shares, $0.01 par value per share

(Title of Class of Securities)

G9460G101

(CUSIP Number)

William H. Bohnsack, Jr.
Oak Hill Advisors, L.P., One Vanderbilt Avenue - 16th Floor
New York, NY, 10017
(212) 884-0384

Ele Klein & Adriana Schwartz
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G9460G101

1

Name of reporting person

OAK HILL ADVISORS LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,797,337.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,797,337.00

11

Aggregate amount beneficially owned by each reporting person

4,797,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.93 %

14

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person:

As further described in Item 6, Joseph Goldschmid, an employee of the Reporting Person, holds 5,358 unvested restricted stock units for the benefit of certain clients of OHA.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, $0.01 par value per share
(b)	Name of Issuer: Valaris Ltd
(c)	Address of Issuer's Principal Executive Offices: CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON, BERMUDA , HM 11.
Item 1 Comment: The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission on June 25, 2021 (as amended, the "Schedule 13D"). This Amendment No. 2 amends the Schedule 13D as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	On February 9, 2026, the Issuer and Transocean Ltd., a Swiss corporation ("Transocean") entered into a Business Combination Agreement (the "Business Combination Agreement") providing for the combination of the Issuer and Transocean, pursuant to which, subject to the conditions of the Business Combination Agreement, Transocean will acquire of all the issued and outstanding Shares of the Issuer in exchange for shares of Transocean, par value $0.10 each (the "Transocean Shares"), at an exchange ratio of 15.235 Transocean Shares for each Share of the Issuer. The Business Combination will be effected by way of a court-approved scheme of arrangement between Issuer and the holders of the Shares pursuant to section 99 of the Companies Act 1981 of Bermuda, as amended, on the terms set out the Scheme Document. On February 9, 2026, in connection with the execution of the Business Combination Agreement, the Oak Hill Funds entered into a Support Agreement (the "Support Agreement") with Transocean providing for, on the terms and subject to the conditions thereof, that the Oak Hill Funds will vote the shares owned by them at the time of the Issuer's shareholder meeting (the "Support Shares") with respect to the Business Combination in favor of the transactions contemplated by the Business Combination Agreement. In addition, pursuant to the Support Agreement, the Oak Hill Funds agreed to certain transfer restrictions regarding the Support Shares during the term of the Support Agreement regarding a transfer to any person (A) that the Oak Hill Funds has actual knowledge is engaged in the business of providing offshore contract drilling services or (B) that the Oak Hill Funds has actual knowledge is acquiring the Support Shares in order to oppose the proposals to adopt the transactions contemplated by the Business Combination Agreement at any meeting of the shareholders of the Issuer. The Support Agreement does not restrict the Oak Hill Funds from engaging in or consummating or entering into any agreement, arrangement or understanding to engage in or consummate any open market transactions with respect to the Support Shares. The foregoing summary of the form of Support Agreement is not complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is attached as Exhibit 99.1 hereto.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Shares and percentages of the Shares beneficially owned by the Reporting Person. The percentage used in this Schedule 13D is calculated based upon 69,230,926 shares of Common Stock outstanding, as represented in the Business Combination Agreement, filed as Exhibit 2.1 to the periodic report on Form 8-K, filed by the Issuer on February 9, 2026.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	No transactions in the Shares have been effected by the Reporting Person in the past sixty (60) days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 of this Amendment No. 2 is incorporated herein by reference. On June 13, 2025, Mr. Goldschmid received a grant of 5,358 RSUs in consideration for his services as a director of the Issuer. These RSUs will vest in full on the earlier of the first anniversary of the date of grant or the next annual meeting of the Issuer's shareholders. Pursuant to the policies of OHA, Mr. Goldschmid is deemed to hold the foregoing securities for the benefit of certain clients of OHA and accordingly holds no voting or investment control over the RSUs.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Support Agreement, dated February 9, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

OAK HILL ADVISORS LP

Signature:	/s/ William H. Bohnsack, Jr.
Name/Title:	William H. Bohnsack, Jr. Authorized Signatory
Date:	02/11/2026

FAQ

What percentage of Valaris (VAL) shares does Oak Hill Advisors report owning?

Oak Hill Advisors reports beneficial ownership of 4,797,337 Valaris common shares, representing 6.93% of the company’s outstanding stock. This percentage is based on 69,230,926 Valaris shares outstanding, as referenced in the Business Combination Agreement cited in the filing.

What are the key terms of the proposed Transocean acquisition of Valaris (VAL)?

The filing describes a Business Combination Agreement under which Transocean Ltd will acquire all issued and outstanding Valaris shares. Valaris shareholders would receive 15.235 Transocean shares for each Valaris share, with the combination implemented through a court‑approved scheme of arrangement under Bermuda law.

How has Oak Hill Advisors committed to vote its Valaris (VAL) shares on the Transocean deal?

Oak Hill funds entered a Support Agreement with Transocean on February 9, 2026. Under this agreement, they will vote their Valaris shares in favor of the transactions contemplated by the Business Combination Agreement at the Valaris shareholder meeting considering the proposed combination.

What transfer restrictions apply to Oak Hill’s Valaris (VAL) shares under the Support Agreement?

The Support Agreement restricts transferring Valaris shares to any person Oak Hill knows is engaged in offshore contract drilling or acquiring shares to oppose the combination proposals. However, it does not prevent Oak Hill from entering or consummating open‑market transactions involving the covered Valaris shares during the agreement’s term.

Has Oak Hill Advisors traded Valaris (VAL) shares recently according to this amendment?

The amendment states that no transactions in Valaris shares have been effected by Oak Hill Advisors in the past 60 days. This indicates that the reported 4,797,337 share position and related voting commitments reflect holdings unchanged by recent trading activity during that period.

What Valaris (VAL) equity does Joseph Goldschmid hold and how is it treated?

On June 13, 2025, director Joseph Goldschmid received a grant of 5,358 restricted stock units (RSUs) in consideration for his board service. Under Oak Hill policies, he is deemed to hold these RSUs for certain clients of Oak Hill and has no voting or investment control over them.