Valaris Limited SEC Filings

Transocean Ltd. and Valaris Limited have agreed to combine under a Business Combination Agreement dated February 9, 2026. Under the proposed transaction, each Valaris common share is expected to be exchanged for 15.235 Transocean Shares (no fractional shares; cash paid in lieu). The combination will be implemented by a court‑sanctioned Scheme of Arrangement under Bermuda law and related Transocean share capital increases.

After closing and assumed conversion of Transocean’s exchangeable bonds due 2029, Transocean shareholders and Valaris shareholders are expected to own approximately 53% and 47% of the Combined Company, respectively. Closing is subject to shareholder approvals, court sanction, regulatory conditions and other closing conditions set forth in the Business Combination Agreement.

Valaris Limited reported a Q1 2026 net loss of $16.4 million (loss per share $0.24), narrowing from a $37.9 million loss a year earlier. Total operating revenues fell to $465.4 million from $620.7 million, mainly due to fewer operating days for floater rigs and the sale or retirement of several units.

Operating income dropped to $20.0 million from $143.0 million, reflecting lower floater activity and $13.6 million of merger and integration expenses tied to a pending all‑stock business combination with Transocean. Equity in earnings of ARO improved to $6.8 million from $2.6 million, and cash from operations was $75.0 million versus $155.9 million a year earlier.

As of March 31, 2026, Valaris had total assets of $5.36 billion, shareholders’ equity of $3.16 billion, long‑term debt of $1.09 billion in 2030 Second Lien Notes and $595.4 million of cash and restricted cash. Contract backlog reached $4.93 billion for Valaris and $1.92 billion for ARO as of May 4, 2026, supported by strong drillship and jackup demand.

Valaris Limited reported a regulatory development in its planned all-stock business combination with Transocean. Under their agreement, each Valaris share would be exchanged for 15.235 Transocean shares, combining two major offshore drilling contractors through a scheme of arrangement under Bermuda law.

The U.S. Department of Justice issued a Second Request for additional information under the Hart-Scott-Rodino Act on May 4, 2026, extending the antitrust waiting period to 30 days after both parties substantially comply. This adds timing uncertainty to the closing, though Valaris states that the parties are continuing to cooperate with the DOJ.

Valaris Limited furnished an updated Fleet Status Report as of May 4, 2026, highlighting new offshore drilling contracts and a larger forward workload. Contract backlog increased to approximately $4.9 billion, up from about $4.7 billion in the prior report, reflecting additional rig commitments.

Key awards include a 1,064‑day extension for drillship VALARIS DS-4 with Petrobras in Brazil, adding roughly $447 million of backlog while reducing earlier backlog by about $21 million due to a day‑rate adjustment. Several jackup rigs secured extensions or new work, such as VALARIS 115 with Brunei Shell Petroleum adding about $78 million, and VALARIS 106 with Medco Energi in Indonesia with an estimated contract value of $5.4 million.

The report notes ongoing strength in Middle East operations, with all Valaris and ARO rigs there remaining under contract, though shipyard projects for VALARIS 116 and VALARIS 250 are delayed and operations for VALARIS 110 have been suspended since early March 2026. Semisubmersible VALARIS DPS-1 was sold for recycling, and detailed tables outline contracted days, average day rates and expected out‑of‑service time for maintenance across the fleet.

Valaris Limited furnished an updated Fleet Status Report as of May 4, 2026, highlighting new offshore drilling contracts and a larger forward workload. Contract backlog increased to approximately $4.9 billion, up from about $4.7 billion in the prior report, reflecting additional rig commitments.

Key awards include a 1,064‑day extension for drillship VALARIS DS-4 with Petrobras in Brazil, adding roughly $447 million of backlog while reducing earlier backlog by about $21 million due to a day‑rate adjustment. Several jackup rigs secured extensions or new work, such as VALARIS 115 with Brunei Shell Petroleum adding about $78 million, and VALARIS 106 with Medco Energi in Indonesia with an estimated contract value of $5.4 million.

The report notes ongoing strength in Middle East operations, with all Valaris and ARO rigs there remaining under contract, though shipyard projects for VALARIS 116 and VALARIS 250 are delayed and operations for VALARIS 110 have been suspended since early March 2026. Semisubmersible VALARIS DPS-1 was sold for recycling, and detailed tables outline contracted days, average day rates and expected out‑of‑service time for maintenance across the fleet.

Valaris Limited reported a mixed first quarter 2026. Total operating revenues were $465.4 million, down from $537.4 million in the prior quarter, and the company recorded a net loss of $18.0 million versus a tax-driven profit previously. Adjusted EBITDA was $66.7 million, down from $97.0 million, as fewer operating days in both floater and jackup fleets reduced revenue.

Revenue efficiency remained strong at 98%, reflecting high uptime on contracted rigs. Contract drilling expenses fell to $340.4 million, helped by warm-stacking certain floaters and deferring preparation costs, though war-risk insurance in the Middle East added about $8 million of costs. Cash and cash equivalents were $578.3 million as of March 31, 2026.

Commercially, Valaris added over $500 million of new contract backlog, lifting total backlog to approximately $4.9 billion, its highest in nearly a decade, including a multi-year extension for VALARIS DS-4 in Brazil. The company also highlighted a pending all-stock business combination with Transocean and stated it does not intend to hold future earnings calls or update forward-looking guidance while that transaction is pending.

Valaris Limited reported a mixed first quarter 2026. Total operating revenues were $465.4 million, down from $537.4 million in the prior quarter, and the company recorded a net loss of $18.0 million versus a tax-driven profit previously. Adjusted EBITDA was $66.7 million, down from $97.0 million, as fewer operating days in both floater and jackup fleets reduced revenue.

Revenue efficiency remained strong at 98%, reflecting high uptime on contracted rigs. Contract drilling expenses fell to $340.4 million, helped by warm-stacking certain floaters and deferring preparation costs, though war-risk insurance in the Middle East added about $8 million of costs. Cash and cash equivalents were $578.3 million as of March 31, 2026.

Commercially, Valaris added over $500 million of new contract backlog, lifting total backlog to approximately $4.9 billion, its highest in nearly a decade, including a multi-year extension for VALARIS DS-4 in Brazil. The company also highlighted a pending all-stock business combination with Transocean and stated it does not intend to hold future earnings calls or update forward-looking guidance while that transaction is pending.

Valaris Limited asks shareholders to elect six incumbent directors, approve 2025 executive pay on an advisory basis, and ratify KPMG as auditor, while highlighting strong 2025 performance and a pending all‑stock combination with Transocean.

For 2025, Valaris generated net income of $979.1 million, Adjusted EBITDA of $642.2 million, cash from operating activities of $546.2 million and Adjusted Free Cash Flow of $340.6 million. The company achieved fleet revenue efficiency of 96% for the fifth consecutive year, secured about $2.6 billion of contract backlog in 2025 plus roughly $900 million early in 2026, and expects all ten active drillships to be working as it enters 2027.

Valaris repurchased $100 million of shares, or about 2.0 million shares, and sold three semisubmersibles and four jackups for over $130 million, improving its asset base and liquidity. Governance features include an independent chair, an 83% independent board, fully independent key committees, strong share‑ownership guidelines and a 2025 say‑on‑pay result with 95% support.

Valaris Ltd reported that SVP & General Counsel Davor Vukadin received an equity compensation adjustment tied to previously approved restricted share units. He acquired 221 common shares on April 7, 2026 as a grant to correct an earlier administrative under-allocation of awards.

According to the filing, 74 restricted share units that had been scheduled to vest on March 3, 2026 instead vested upon grant on April 7, 2026, while 74 units are scheduled to vest on March 3, 2027 and 73 units on March 3, 2028. After these transactions, he directly holds 19,707 common shares.

The filing also shows 30 shares were withheld at a price of $99.70 per share to satisfy tax withholding obligations arising from the settlement or vesting of the awards, with the issuer paying the related taxes in cash to the appropriate authorities.

Valaris Ltd SVP and CCO Matthew Lyne received a grant of 379 common shares on April 7, 2026 as a true-up equity award correcting an earlier administrative shortfall in restricted share units. Of these, 127 vested immediately, while 126 will vest on March 3, 2027 and 126 on March 3, 2028. To cover related tax obligations, 60 shares were withheld at a price of $99.70 per share, leaving Lyne with direct ownership of 33,652 common shares. These transactions reflect routine compensation and tax withholding, not open-market trading.