Valaris Limited
A global offshore contract drilling company, Valaris owns a fleet of drillships, semisubmersibles, and jackup rigs that it leases with crews to energy firms on a daily-rate basis, working across six continents. It was born in 2019 from the merger of Ensco and Rowan, two drilling firms whose roots stretch back to the 1920s and 1970s. The name comes from a Latin root meaning "strength, courage, and value," chosen after employees and customers worldwide weighed in.
On February 9, 2026, the Reporting Person and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Valaris") (the Reporting Person and Valaris, collectively, the "Parties" and each, a "Party"), entered into a Business Combination Agreement (the "Agreement") providing for the combination of the two Parties. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, the Reporting Person will acquire all of the issued and outstanding common shares, par value $0.01 each, of Valaris (the "Valaris Shares") in exchange for Shares, at an exchange ratio of 15.235 Shares for each Valaris Share. In connection with the execution of the Agreement, the Reporting Person entered into Support Agreements (the "Support Agreements") with certain holders of Valaris Shares (the "Valaris Shareholders"). The Support Agreements provide, on the terms and subject to the conditions thereof, that each Valaris Shareholder will vote the Valaris Shares owned by such Valaris Shareholder (the "Support Shares") at the time of the applicable shareholder meeting in favor of the transactions contemplated by the Agreement. The foregoing description of the Support Agreements is not complete and is qualified by reference to the Support Agreements filed as Exhibit I and Exhibit II to this Schedule 13D, which are incorporated herein by reference. To the extent the Support Agreements specifically reference the Agreement, the foregoing description of the Support Agreements is also qualified by reference to the specific references to the Agreement filed as Exhibit III to this Schedule 13D, which specific references are incorporated herein by reference.
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 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 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.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| OAK HILL ADVISORS LP | 13D/AActivist | 4.38% | 3.04M | Aug 12, 2026 |
| Giovanni Agnelli B.V. | 13G/APassive | 3.48% | 2.41M | Aug 10, 2026 |
| Exor N.V. | 13G/APassive | 3.48% | 2.41M | Aug 10, 2026 |
| Lingotto Investment Management (UK) Limited | 13G/APassive | 3.48% | 2.41M | Aug 10, 2026 |
| Lingotto Investment Management LLP | 13G/APassive | 3.48% | 2.41M | Aug 10, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| Transocean Ltd. | 13DActivist | 18.1% | 12.57M | Feb 13, 2026 |
On February 9, 2026, the Reporting Person and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Valaris") (the Reporting Person and Valaris, collectively, the "Parties" and each, a "Party"), entered into a Business Combination Agreement (the "Agreement") providing for the combination of the two Parties. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, the Reporting Person will acquire all of the issued and outstanding common shares, par value $0.01 each, of Valaris (the "Valaris Shares") in exchange for Shares, at an exchange ratio of 15.235 Shares for each Valaris Share. In connection with the execution of the Agreement, the Reporting Person entered into Support Agreements (the "Support Agreements") with certain holders of Valaris Shares (the "Valaris Shareholders"). The Support Agreements provide, on the terms and subject to the conditions thereof, that each Valaris Shareholder will vote the Valaris Shares owned by such Valaris Shareholder (the "Support Shares") at the time of the applicable shareholder meeting in favor of the transactions contemplated by the Agreement. The foregoing description of the Support Agreements is not complete and is qualified by reference to the Support Agreements filed as Exhibit I and Exhibit II to this Schedule 13D, which are incorporated herein by reference. To the extent the Support Agreements specifically reference the Agreement, the foregoing description of the Support Agreements is also qualified by reference to the specific references to the Agreement filed as Exhibit III to this Schedule 13D, which specific references are incorporated herein by reference. | ||||
| Famatown Finance Limited | 13D/AActivist | 11.23% | 7.81M | Feb 11, 2026 |
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. | ||||
| Greenwich Holdings Limited | 13D/AActivist | 11.23% | 7.81M | Feb 11, 2026 |
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. | ||||
| C.K. Limited | 13D/AActivist | 11.23% | 7.81M | Feb 11, 2026 |
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. | ||||