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Chapter 11 ) VALARIS PLC, Et Al.,1 ) Case No

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Chapter 11 ) VALARIS PLC, Et Al.,1 ) Case No Case 20-34114 Document 537 Filed in TXSB on 10/20/20 Page 1 of 34 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) VALARIS PLC, et al.,1 ) Case No. 20-34114 (MI) ) Debtors. ) (Jointly Administered) ) DEBTORS’ MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING AND APPROVING THE DEBTORS’ (A) KEY EMPLOYEE INCENTIVE PLAN AND (B) KEY EMPLOYEE RETENTION PLAN AND (II) GRANTING RELATED RELIEF A hearing will be conducted on this matter on November 17, 2020 at 1:30 pm in Courtroom 404, 4th floor, 515 Rusk, Houston, TX 77002. You may participate in the hearing either in person or by audio/video connection. Audio communication will be by use of the Court’s dial-in facility. You may access the facility at (832) 917-1510. You will be responsible for your own long-distance charges. Once connected, you will be asked to enter the conference room number. Judge Isgur’s conference room number is 954554. You may view video via GoToMeeting. To use GoToMeeting, the court recommends that you download the free GoToMeeting application. To connect, you should enter the meeting code “JudgeIsgur” in the GoToMeeting app or click the link on Judge Isgur’s home page on the Southern District Of Texas Website. Once connected, click the settings icon in the upper right corner and enter your name under the personal information setting. Hearing appearances must be made electronically in advance of the hearing. To make your electronic appearance, go to the Southern District of Texas Website and select “Bankruptcy Court” from the top menu. Select “Judges’ Procedures,” then “View Home Page” for Judge Isgur. Under “Electronic Appearance” select “Click Here To Submit Electronic Appearance.” Select the case name, complete the required fields and click “Submit” to complete your appearance. If you object to the relief requested, you must respond in writing, specifically answering each paragraph of this pleading. Otherwise, the court may treat the pleading as unopposed and grant the relief requested. The above-captioned debtors and debtors in possession (collectively, the “Debtors”) 1 A list of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/Valaris. Debtor Ensco Incorporated’s principal place of business and the Debtors’ service address in these chapter 11 cases is 5847 San Felipe Street, Suite 3300, Houston, Texas 77057. Case 20-34114 Document 537 Filed in TXSB on 10/20/20 Page 2 of 34 respectfully state as follows in support of this motion (this “Motion”). Preliminary Statement2 1. Historically, the Debtors’ success has been borne on the shoulders of their most important asset: their highly skilled, productive workforce. With a fleet of 63 rigs, the Debtors operate the industry’s largest modern offshore drilling fleet and maintain drilling operations in nearly every major offshore market. The Debtors’ fleet is among the most technologically advanced in the industry, requiring well-trained crews possessing specialized and project-specific knowledge to meet the requirements of customers like Saudi Aramco, BP plc, Chrysaor Holdings Limited, Abu Dhabi National Oil Company, Lundin Energy, Royal Dutch Shell plc, and Eni S.p.A. Indeed, the Debtors have been recognized in industry surveys for their operational excellence and customer satisfaction. To maintain such high standards and drive their financial performance, the Debtors incentivized their employees through various compensation programs providing market-based financial incentives based on performance. Incentivizing and retaining this specialized workforce while the Debtors remain in chapter 11 is even more essential, as replacing these employees cannot occur without substantial costs and disrupting customer operations. 2. It is equally important to incentivize the Debtors’ management to achieve strong results while facing daunting industry challenges and operating in chapter 11. In March 2020, market conditions deteriorated as the COVID-19 global pandemic spread and efforts to stem its transmission decreased factory output and transportation demand, resulting in an 18 percent decline in daily global demand for crude oil. A price war between the Organization of the Petroleum Exporting Countries and Russia exacerbated these conditions, causing even more surplus supply amidst decreasing energy demand. These strains have placed increasing demands 2 Capitalized terms used but not defined in this section have the meanings given to them elsewhere in the Motion. 2 Case 20-34114 Document 537 Filed in TXSB on 10/20/20 Page 3 of 34 on the Debtors’ senior management team. They have been focused not only on weathering this storm, but also guiding the Debtors’ complex international business strategy while undertaking the extensive preparations required to file these chapter 11 cases. These executives’ experience, focus, and dedication to operating such a complex business efficiently, safely, and effectively in a volatile industry environment will continue to be critical to the overall success of the Debtors’ restructuring and maximizing recoveries for all stakeholders. Incentivizing these executives with market-based compensation programs that are aligned with the Debtors’ historical compensation programs for senior management is as necessary to the Debtors’ continued operational success. 3. This Motion therefore seeks approval of (1) the Debtors’ Key Employee Incentive Plan (the “KEIP”), which includes twelve members of the Debtors’ senior management team; and (2) the Debtors’ Key Employee Retention Plan (the “KERP,” and together with the KEIP, the “Compensation Plans”), which includes approximately 490 key non-insider employees. Like other similar-sized companies in the oil and gas industry, the Debtors historically utilized a number of incentive- and retention-based programs to ensure that all employees have a stake in, and the opportunity to benefit from, the company’s performance. In addition to cash-based programs, the Debtors’ prepetition compensation programs also included stock awards for senior management and most employees participating in the proposed KERP. However, following the decline of the Debtors’ stock price as result of the COVID-19 crisis, an oil price war, and long-term macroeconomic factors, the Debtors concluded that these prepetition stock awards no longer served their purpose of properly incentivizing the Debtors’ workforce. 4. As the Debtors approached filing for chapter 11, the Debtors worked with their advisors, including Alvarez & Marsal, LLC (“A&M”), as compensation advisor,3 to evaluate the 3 The Debtors also retained A&M as a financial advisor in these chapter 11 cases. See Docket No. 329. 3 Case 20-34114 Document 537 Filed in TXSB on 10/20/20 Page 4 of 34 Debtors’ Compensation Plans. Leading this charge was the compensation committee (the “Compensation Committee”) of the Debtors’ board of directors (the “Board”), which was comprised of five experienced directors, none of whom are beneficiaries of the Compensation Plans. In formulating these plans, the Compensation Committee undertook a deliberative process, convening frequently with the Debtors’ advisors, to understand how to best incentivize the workforce in light of a likely in-court restructuring during 2020. 5. As a result of this process, the Debtors designed the Compensation Plans to achieve the desired operational performance while ensuring they were consistent with their own prepetition and industry practices, within the market range of compensation offered at comparable companies, and reasonable in terms of size and scope.4 Specifically, the participants in the Compensation Plans are the same employees who were eligible to participate in the Debtors’ prepetition plans. The incentive plan metrics—downtime, expense reductions, and safety—are common across the Debtors’ competitors. At “target” performance levels, the members of senior management participating in the KEIP will see a 7.9 percent reduction on average in their total compensation from 2019 levels. Indeed, the total direct compensation under the Debtors’ plans at “target” is 6 percent lower under the Compensation Plans—$99.3 million, comprised of the $19.1 million under the KEIP and the $80.2 million under the KERP—than it was under the Debtors’ 2019 prepetition plans ($105.0 million). The “target” cost per participant is at the 31st percentile for the KEIP and the 70th percentile for the KERP—both firmly within market. Thus, the Compensation Plans will encourage and reward achievement of performance targets established by the Board, focus key employees on value-maximization for the benefit of all stakeholders, and offer total 4 Unless noted otherwise, the term “market” means at or below the 75th percentile of the applicable peer group examined by A&M. 4 Case 20-34114 Document 537 Filed in TXSB on 10/20/20 Page 5 of 34 compensation opportunities consistent with prior years and the market based on court-approved plans for similarly situated companies. 6. Importantly, the Compensation Plans comply with the Bankruptcy Code. No retention payments are made to insiders. Payments under the KEIP and incentive payments under the KERP are made only if participants achieve objective performance goals. These goals represent difficult-to-reach targets and challenging, incentive-based benchmarks that, if met, will bring real benefit to the estate and all stakeholders. In short, the Compensation Plans are reasonable and well within the Debtors’ business judgment.
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