7 unchanged sentences
Not applicable .
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
53 unchanged sentences
3.2 Bye-laws of Valaris Limited (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No.
−Removed: 4.1 Indenture, dated as of April 30, 2021, among Valaris Limited, the guarantors listed therein, and Wilmington Savings Fund Society, FSB as collateral agent and trustee (including the form of First Lien Note attached thereto) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No.
−Removed: 4.2 First Supplemental Indenture, dated as of July 6, 2021, among Valaris Limited, Alpha South Pacific Holding Company, and Wilmington Savings Fund, FSB as collateral agent and trustee (incorporated by reference to Exhibit 4.2 to the Company’s Amendment No.
−Removed: 9 to the Registration Statement on Form S-1 filed on July 7, 2021, File No.
−Removed: 4.3 Second Supplemental Indenture, dated as of January 12, 2022, among Valaris Limited, Valaris United LLC, and Wilmington Savings Fund, FSB as collateral agent and trustee (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2022, File No.
−Removed: 4.4 Third Supplemental Indenture, dated as of June 14, 2022, among Valaris Limited, Ensco (Thailand) Limited, and Wilmington Savings Fund, FSB as collateral agent and trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2022, File No.
−Removed: 4.5 Fourth Supplemental Indenture, dated August 19, 2022, among Valaris Limited, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and first lien collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on August 22, 2022, File No.
+Added: 4.1 Indenture, dated April 19, 2023, among Valaris Limited, Valaris Finance Company LLC, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (including the form of Second Lien Note attached thereto) (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K fil ed on April 19, 2023, File No, 1-8097)
Warrant Agreement, dated as of April 30, 2021, by and between Valaris Limited and Computershare Inc.
60 unchanged sentences
10.37 Equity Registration Rights Agreement, dated as of April 30, 2021, by and among Valaris Limited and the holders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No.
−Removed: 10.38 Notes Registration Rights Agreement, dated as of April 30, 2021, by and among Valaris Limited and the holders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No.
Support Agreement, dated as of December 9, 2021, among Valaris Limited, Famatown Financial Limited and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 10, 2021, File No.
Amendment No.
−Removed: 1 to Support Agreement dated as of January 25, 2023, among Valaris Limited, Famatown Financial Limited and the other parties thereto (incorporated by reference to Exhibit 10.
−Removed: 1 to the Registrant’s Current Report on Form 8-K filed on January 27 , 202 3 , File No.
+Added: 1 to Support Agreement dated as of January 25, 2023, among Valaris Limited, Famatown Financial Limited and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 27, 2023, File No.
Amended and Restated Valaris Executive Severance Plan, dated as of April 14, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2022, File No.
−Removed: +10.42 Valaris Non-Executive Severance Plan (as amended and restated on 30 April 2020) (incorporated by reference to Exhibit 10.
−Removed: 1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 3 , 202 2 , File No.
+Added: Valaris Non-Executive Severance Plan (as amended and restated on 30 April 2020) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 3, 2022, File No.
Employment Agreement, effective as of December 8, 2021, by and between Anton Dibowitz, Ensco Corporate Resources LLC and Valaris Limited (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2022, File No.
4 unchanged sentences
1 to its Registration Statement on Form S-1 filed on June 14, 2021, File No.
+Added: 2023 Form of PSU Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2023, File No.
+Added: 2023 Form of RSU Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2023, File No.
+Added: Credit Agreement, dated April 3, 2023, among Valaris Limited, Citibank, N.A., as administrative agent, Wilmington Savings Fund Society, FSB, as collateral trustee, the issuing banks party thereto and Citibank, N.A., Deutsche Bank Securities Inc.
+Added: and DNB Markets, Inc., as joint lead arrangers and lead bookrunners (incorporated by reference to Exhibit 10.
+Added: 3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2023, File No.
+Added: Collateral Trust Agreement, dated April 19, 2023, by and among Valaris Limited, Valaris Finance Company LLC, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filled on April 19, 2023, File No, 1-8097).
*21.1 Subsidiaries of the Registrant .
−Removed: *22.1 List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral
*23.1 Consent of Independent Registered Public Accounting Firm.
5 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: V alaris Limited Clawback Policy
*101.INS XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
21 unchanged sentences
February 22, 2024
−Removed: /s/ GUNNAR ELIASSEN
−Removed: Gunnar Eliassen
−Removed: Director February 21, 2023
/s/ DICK FAGERSTAL
7 unchanged sentences
Director February 22, 2024
+Added: /s/ KRISTIAN JOHANSEN
+Added: Kristian Johansen
+Added: Director February 22, 2024
/s/ ELIZABETH D.
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.