Valaris Limited (VAL) SEC Filings & Earnings Calls

Transaction completion risk: requires shareholder and court approvals; potential litigation or regulatory hurdles.

“Potential litigation relating to the proposed transaction; risk that disruptions from the transaction will harm business.”

Execution risk remains until closing; shareholder approval and other conditions still pending.

“Valaris and Transocean currently anticipate that the closing of the Business Combination will occur in the fourth quarter of 2026, subject to the satisfaction or waiver of the remaining conditions to closing set forth in the Agreement.” · word for word

Remaining conditions to closing (shareholder approval, other regulatory) could still delay or block merger.

“Closing subject to satisfaction or waiver of remaining conditions.”

Merger Integration Risk

“Merger and integration expenses 11.4 — 25.0 —” · word for word

Revenue Decline Risk

“Revenues (exclusive of reimbursable revenues) $ 502.3 $ 572.3” · word for word

Debt Service Risk

“Interest expense, net ( 24.0 ) ( 24.8 )” · word for word

Middle East conflicts continue to impact operations, with VALARIS 110 resuming after suspension.

“VALARIS 110 resumed operations with NOC offshore Qatar in late May 2026. Operations had been suspended since early March 2026 due to the conflicts in the Middle East.” · word for word

Middle East conflicts negatively impacted Adjusted EBITDA by ~$30M; insurance costs elevated.

“The ongoing conflicts in the Middle East negatively impacted Adjusted EBITDA by approximately $30 million compared to $8 million in the first quarter.” · word for word

Merger and integration expenses related to Transocean combination; pending close in Q4 2026.

“Merger and integration expenses, which are primarily related to professional fees incurred in connection with the pending business combination with Transocean, decreased to $11 million from $14 million.” · word for word

Antitrust review ongoing with Second Request; deal may face further regulatory hurdles.

“On May 4, 2026, Valaris and Transocean each received a Request for Additional Information... from the DOJ.”

Antitrust review could delay or block the transaction.

“The requests extend the HSR Act waiting period until thirty (30) days after Valaris and Transocean have each substantially complied with the Second Request.”

Pending merger execution risk

“Merger and integration expenses $13.6M; termination fee $173.0M payable under certain circumstances.”

Revenue decline risk

“Total operating revenues $465.4M vs $620.7M in prior year period.”

Shipyard delays and rig suspension in Middle East

“Completion of planned shipyard projects for VALARIS 116 and 250 have been delayed... Operations for VALARIS 110 have been suspended since early March 2026” · word for word

Middle East conflicts create near-term uncertainty and increase insurance costs.

“Ongoing conflicts in the Middle East have created near-term uncertainty... incremental cost to maintain insurance coverage for war-related risks for jackups.” · word for word

Merger integration risks with Transocean.

“$14 million of merger and integration expenses, primarily related to professional fees incurred in connection with the pending business combination with Transocean.” · word for word

Pending Merger Execution Risk

“Completion of the Business Combination is subject to the satisfaction of certain closing conditions, including, but not limited to, shareholder approval of the Scheme of Arrangement and the receipt of applicable regulatory approvals.” · word for word

Middle East Conflict Uncertainty

“While the ongoing conflict in the Middle East has created near-term uncertainty, it reinforces the strategic importance of energy security” · word for word

Operating hazard and insurance risk

“The drilling of oil and natural gas wells involves numerous operating hazards, such as blowouts, reservoir damage, loss of production, loss of well control, uncontrolled formation pressures, lost or stuck drill strings, equipment failures and mechanical breakdowns, punch throughs, craterings, industrial accidents, fires, explosions, oil spills and pollution.” · word for word

Insurance coverage inadequacy

“We have no hull and machinery insurance coverage for damages caused by named storms in the Gulf of America for our jack-up fleet and only limited coverage for our floater fleet.” · word for word

National oil company contract risk

“The terms of these contracts are often non-negotiable and may expose us to greater commercial, political and operational risks than we assume in other contracts, such as exposure to materially greater environmental liability, personal injury and other claims for damages (including consequential damages), or, in certain cases, the risk of early termination of” · word for word

Supply chain disruption risk

“Certain high-specification parts and equipment that we use in our operations may be available only from a small number of suppliers, manufacturers or service providers, or in some cases must be sourced through a single supplier, manufacturer or service provider.” · word for word

Debt covenant compliance risk

“The Indenture, the 2028 Credit Agreement (as each are defined below) and the related agreements governing our indebtedness contain covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to: incur additional debt and issue preferred stock; incur or create liens; redeem and/or prepay certain debt; pay dividends on ” · word for word

Impairment loss on semisubmersible VALARIS DPS-1 classified as held for sale

“Fourth quarter 2025 included a $20 million loss on impairment primarily related to the classification of semisubmersible VALARIS DPS-1 as held for sale.” · word for word

Floater fleet revenue decline due to contract completions without immediate follow-on work

“Floaters revenues exclusive of reimbursable items decreased to $255 million from $293 million in the third quarter 2025 primarily due to drillships VALARIS DS-15 and DS-18 completing contracts mid-third quarter without immediate follow-on work” · word for word

Suspension of VALARIS 120 contract with Harbour Energy removed ~$120M from backlog; no future revenues expected.

“Approximately $120 million has been removed from backlog associated with the suspension of the VALARIS 120 contract with Harbour Energy... We no longer expect future revenues to be realized under the contract which was scheduled through mid-2028.” · word for word

Recycling of semisubmersible VALARIS DPS-1 and jackups 102/145 indicates fleet rationalization.

“Semisubmersible VALARIS DPS-1 classified as held for sale with the intent to recycle; Jackups VALARIS 102 and 145 were sold for recycling in December 2025.” · word for word

Execution risk in merger integration and potential regulatory hurdles.

“Merger agreement subject to regulatory approvals and shareholder votes.”

Merger integration risks and potential regulatory hurdles.

“M&A activity between two major offshore drillers may face antitrust scrutiny.”

Customer concentration in ARO joint venture

“ARO joint venture revenues were $22.5M in Q3 2025, and ARO ordered one newbuild jackup.”

Dependence on oil and gas prices

“Forward-looking statements note risks from volatility in oil and natural gas prices.”

Commodity price uncertainty could impact customer demand for offshore drilling services.

“Despite near-term commodity price uncertainty, demand for offshore drilling services is developing as expected.” · word for word

Floater fleet operating days decreased due to rigs completing contracts without immediate follow-on work.

“VALARIS DS-15 and DS-18 completing contracts mid-third quarter without follow-on work. Both rigs scheduled to start next contracts in H2 2026.” · word for word