| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, $0.01 par value |
| (b) | Name of Issuer:
Valaris Limited |
| (c) | Address of Issuer's Principal Executive Offices:
CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON,
BERMUDA
, HM 11. |
Item 1 Comment:
This Amendment No. 7 to Schedule 13D (this "Amendment No. 7") amends and supplements the Amendment No. 6 to Schedule 13D (the "Amendment No. 6") filed with the U.S. Securities and Exchange Commission (the "Commission") on March 5, 2025, the Amendment No. 5 to Schedule 13D (the "Amendment No. 5") filed with the Commission on November 29, 2024, the Amendment No. 4 to Schedule 13D ("Amendment No. 4") filed with the Commission on September 26, 2024, the Amendment No. 3 to Schedule 13D ("Amendment No. 3") filed with the Commission on June 8, 2023, the Amendment No. 2 to Schedule 13D ("Amendment No. 2") filed with the Commission on January 27, 2023, the Amendment No. 1 to Schedule 13D ("Amendment No. 1") filed with the Commission on June 6, 2022, and the Schedule 13D filed with the Commission on December 23, 2021 (collectively, as amended, the "Schedule 13D") filed by Famatown Finance Limited, a Cyprus company ("Famatown"); Greenwich Holdings Limited, a Cyprus company ("Greenwich Holdings"); and C.K. Limited, a Jersey company ("C.K. Limited"), with respect to the common shares, $0.01 per value per share (the "Common Shares") of Valaris Limited (the "Issuer"). Capitalized terms used in this Amendment No. 7 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed on behalf of the following:
(i) Famatown;
(ii) Greenwich Holdings; and
(iii) C.K. Limited.
Famatown, Greenwich Holdings and C.K. Limited are collectively referred to as the "Reporting Persons." Greenwich Holdings is the sole shareholder of Famatown. The shares of Famatown and Greenwich Holdings are indirectly held in the Trusts. C.K. Limited is the trustee of the Trusts. |
| (b) | The address of Famatown's principal place of business is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
The address of Greenwich Holdings' principal place of business is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
The address of C.K. Limited's principal place of business is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE4 2QP. |
| (c) | Famatown
The principal business of Famatown is acting as an investment holding company. The name and present principal occupation of Famatown's directors and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below. Famatown does not have any executive officers.
Christakis Theodoulou - Director - Mr. Theodoulou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
Costas Saveriades - Director - Mr. Saveriades' principal business address is Iris House, 7th Floor, 740B, 8 John Kennedy Street, 3106 Limassol, Cyprus.
Christophis Koufaris - Director - Mr. Koufaris' principal business address is Iris House, 8th Floor, 840A, 8 John Kennedy Street, 3106 Limassol, Cyprus.
Greenwich Holdings
The principal business of Greenwich Holdings is acting as an investment holding company. The name and present principal occupation of Greenwich Holdings' directors and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below. Greenwich Holdings does not have any executive officers.
Christakis Theodoulou - Director - Mr. Theodoulou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
Kyriacos Kazamias - Director - Mr. Kazamias principal business address is Georgiou Drosini 6, Potamos Germasogeias, 4043 Limassol, Cyprus.
Christophis Koufaris - Director - Mr. Koufaris' principal business address is Iris House, 8th Floor, 840A, 8 John Kennedy Street, 3106 Limassol, Cyprus.
C.K. Limited
The principal business of C.K. Limited is acting as trustee of the Trusts that indirectly hold all of the shares of Famatown and Greenwich Holdings. The name and present principal occupation of C.K. Limited's directors and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below. C.K Limited does not have any executive officers.
Christakis Theodoulou - Director - Mr. Theodoulou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
Elena Georgiou Varnava - Alternate Director to Christakis Theodoulou - Ms. Georgiou Varnava's principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
JTC Directors Limited - Corporate Director - JTC Directors Limited's business address is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE2 3QA. JTC Directors Limited is organized in Jersey.
Castle Directors Limited - Corporate Director - Castle Directors Limited's principal business address is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE2 3QA. Castle Directors Limited is organized in Jersey. |
| (d) | To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws. |
| (f) | Famatown
Mr. Theodoulou is a citizen of Cyprus.
Mr. Saveriades is a citizen of Cyprus.
Mr. Koufaris is a citizen of Cyprus.
Greenwich Holdings
Mr. Theodoulou is a citizen of Cyprus.
Mr Kazamias is a citizen of Cyprus
Mr. Koufaris is a citizen of Cyprus.
C.K. Limited
Mr. Theodoulou is a citizen of Cyprus.
Ms. Georgiou Varnava is a citizen of Cyprus.
JTC Directors Limited is organized in Jersey.
Castle Directors Limited is organized in Jersey. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | There are no material changes to the Schedule 13D. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby supplemented as follows:
On February 9, 2026, the Issuer and Transocean Ltd., a Swiss corporation ("Transocean"), entered into a Business Combination Agreement (as may be amended from time to time, the "Business Combination Agreement"), which provides for, among other things, the acquisition by Transocean of all of the Issuer's issued and outstanding Common Shares (the "Valaris Shares") in exchange for shares, par value $0.10 per share, of Transocean (the "Transocean Shares"), at an exchange ratio of 15.235 Transocean Shares for each Valaris Share.
On February 9, 2026, in connection with the execution of the Business Combination Agreement, the Reporting Persons entered into a Support Agreement with Transocean (the "Support Agreement"), which provides, among other things, that the Reporting Persons will vote the Valaris Shares then owned at the time of the applicable shareholder meeting in favor of the transactions on the terms and subject to conditions as contemplated by the Support Agreement. In addition, each of the Reporting Persons agreed not to take certain actions, including, among other things, (i) tender any Valaris Shares into any tender or exchange offer or (ii) knowingly sell, transfer, offer, exchange, pledge, hypothecate, grant, encumber, assign or otherwise dispose of any of its Valaris Shares to any person (A) that such Reporting Person has actual knowledge is engaged in the business of providing offshore contract drilling services or (B) that such Reporting Person has actual knowledge is acquiring the Valaris 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 any Reporting Person 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 Valaris Shares. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The following sentence is based on 69,577,378 Common Shares outstanding as of September 30, 2025, as reported in the Issuer's Form 10-Q which was filed with the Commission on October 30, 2025. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 7,812,190 Common Shares, which constitutes approximately 11.23% of the outstanding Common Shares of the Issuer. |
| (b) | Famatown may be deemed to be the owner of 7,812,190 Common Shares, constituting 11.23% of the Common Shares outstanding. Famatown has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 7,812,190 Common Shares. Famatown has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or to direct the disposition of 7,812,190 Common Shares.
Greenwich Holdings, through Famatown, may be deemed to be the beneficial owner of 7,812,190 Common Shares, constituting 11.23% of the Common Shares outstanding. Greenwich Holdings has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 7,812,190 Common Shares. Greenwich Holdings has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or to direct the disposition of 7,812,190 Common Shares.
C.K. Limited, through Greenwich Holdings, may be deemed to be the beneficial owner of 7,812,190 Common Shares, constituting 11.23% of Common Shares outstanding. C.K. Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 7,812,190 Common Shares. C.K. Limited has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or to direct the disposition of 7,812,190 Common Shares. |
| (c) | Except as described in this Schedule 13D under Item 3 above, the Reporting Persons did not engage in any transactions in Common Shares of the Issuer during the past 60 days |
| (d) | To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Persons identified in this Item 5. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6. To the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 with respect to any securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit A - Joint Filing Agreement
Exhibit B - Support Agreement, dated as of December 9, 2021, among the Issuer, Famatown and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on December 9, 2021)
Exhibit C - Amendment to Support Agreement, dated as of January 25, 2023, among the Issuer, Famatown and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on January 27, 2023)
Exhibit D - Famatown Press Release, dated December 9, 2021 (incorporated by reference to Exhibit C of the original Schedule 13D filed by the Reporting Persons with the Commission on December 23, 2021)
Exhibit E - Support Agreement, dated as of February 9, 2026, among Transocean Ltd. and the Reporting Persons |
