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Case 20-34114 Document 16 Filed in TXSB on 08/19/20 Page 1 of 63 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) ) (Emergency Hearing Requested) DEBTORS’ EMERGENCY APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND APPOINTMENT OF STRETTO AS CLAIMS, NOTICING, AND SOLICITATION AGENT EMERGENCY RELIEF HAS BEEN REQUESTED. A HEARING WILL BE CONDUCTED ON THIS MATTER ON AUGUST 20, 2020 AT 2:00 PM IN COURTROOM 404, 4TH FLOOR, 515 RUSK AVENUE, 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 OR YOU BELIEVE THAT EMERGENCY CONSIDERATION IS NOT WARRANTED, YOU MUST EITHER APPEAR AT THE HEARING OR FILE A WRITTEN RESPONSE PRIOR TO THE HEARING. OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED. RELIEF IS REQUESTED NOT LATER THAN AUGUST 20, 2020. 1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ proposed claims and noticing agent at http://cases.stretto.com/Valaris. The location of 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 16 Filed in TXSB on 08/19/20 Page 2 of 63 The above-captioned debtors and debtors in possession (collectively, the “Debtors”) respectfully state as follows in support of this application (this “Application”): Relief Requested 1. The Debtors seek entry of an order, substantially in the attached form (the “Order”), appointing Stretto (“Stretto”)2 as claims, noticing, and solicitation agent (the “Claims and Noticing Agent”) for the Debtors in their chapter 11 cases effective as of the Petition Date. The Debtors request entry of an order authorizing the Debtors to retain and appoint the Claims and Noticing Agent to, among other tasks: (a) serve as the noticing agent to mail notices to the estates’ creditors, equity security holders, and other parties in interest; (b) provide computerized claims, objection, solicitation, and balloting related services; and (c) provide expertise, consultation, and assistance in claim and ballot processing and other administrative services with respect to these chapter 11 cases. In support of this application, the Debtors submit the Declaration of Sheryl Betance, Managing Director of Stretto, in Support of Debtors’ Emergency Application for Entry of an Order Authorizing the Retention and Appointment of Stretto as Claims, Noticing, and Solicitation Agent (the “Betance Declaration”), attached hereto as Exhibit A. Jurisdiction and Venue 2. The United States Bankruptcy Court for the Southern District of Texas (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). The Debtors confirm their consent, pursuant to Rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court. 3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 2 Stretto is the trade name of Bankruptcy Management Solutions, Inc., and its subsidiaries. 2 Case 20-34114 Document 16 Filed in TXSB on 08/19/20 Page 3 of 63 4. The bases for the relief requested herein are 28 U.S.C. § 156(c), sections 105(a), 327, 328(a), and 1107 of title 11 of the United States Code (the “Bankruptcy Code”), Bankruptcy Rules 2002(f), 2014(a), 2016, and 6003, and Rule 9013-1 of the Bankruptcy Local Rules for the Southern District of Texas (the “Bankruptcy Local Rules”). Background 5. Valaris plc (together with its Debtor and non-Debtor subsidiaries, “Valaris” or the “Company”) is a leading provider of offshore contract drilling services to the international oil and gas industry, with drilling operations in nearly every major offshore market, including the Gulf of Mexico, the North Sea, the Middle East, West Africa, Australia, and Southeast Asia. Valaris is now among the most geographically diverse offshore drilling companies, with operations in 24 countries. In total, Valaris plc has 225 subsidiaries, 24 of which are rig-owning entities. Headquartered in London, England, with a corporate office in Houston, the Company employs approximately 3,900 personnel worldwide. The Company’s operating revenue for the twelve months that ended December 31, 2019 was approximately $2.05 billion, and, as of the Petition Date, the Debtors had approximately $7.1 billion in total funded debt obligations. 6. On the date hereof (the “Petition Date”), each Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. A detailed description surrounding the facts and circumstances of these chapter 11 cases is set forth in the Declaration of Jonathan Baksht, Executive Vice President and Chief Financial Officer of Valaris plc, in Support of the Chapter 11 Petitions and First Day Motions (the “First Day Declaration”),3 filed contemporaneously with this Application and incorporated by reference herein. 3 Capitalized terms used but not otherwise defined in this Application have the meanings ascribed to them in the First Day Declaration. 3 Case 20-34114 Document 16 Filed in TXSB on 08/19/20 Page 4 of 63 7. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Concurrently with the filing of this Motion, the Debtors have requested procedural consolidation and joint administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b). No request for the appointment of a trustee or examiner has been made in these chapter 11 cases, and no committees have been appointed or designated. Basis for Relief 8. The Debtors request entry of the Order authorizing the retention and appointment of Stretto as the Claims and Noticing Agent for the Debtors and their chapter 11 cases, to, among other tasks: (a) serve as the noticing agent to mail notices to the estates’ creditors, equity security holders, and parties in interest; (b) provide computerized claims, objection, solicitation, and balloting database services; and (c) provide expertise, consultation, and assistance in claim and ballot processing and other administrative services with respect to the Debtors’ chapter 11 cases, pursuant to the provisions of the engagement agreement, attached as Exhibit B (the “Engagement Agreement”). The Debtors’ selection of Stretto to act as the Claims and Noticing Agent is appropriate under the circumstances and in the best interest of the estates. Moreover, the Debtors submit that, based on all engagement proposals obtained and reviewed, Stretto’s rates are competitive and reasonable given Stretto’s quality of services and expertise. The terms of Stretto’s retention are set forth in the Engagement Agreement. 9. Although the Debtors have not yet filed their schedules of assets and liabilities and statements of financial affairs (collectively, the “Schedules”), they anticipate that there will be thousands of parties to be noticed. In view of the number of anticipated notice parties and the complexity of the Debtors’ businesses, the Debtors submit that the appointment of a claims and noticing agent will provide the most effective and efficient means of, and relieve the Debtors 4 Case 20-34114 Document 16 Filed in TXSB on 08/19/20 Page 5 of 63 and/or the Office of the Clerk of the Bankruptcy Court (the “Clerk”) of the administrative burden of, noticing, administering claims, and soliciting and tabulating votes and is in the best interests of both the Debtors’ estates and their creditors. Stretto’s Qualifications 10. Stretto is a chapter 11 administrator comprised of leading industry professionals with significant experience in both the legal and administrative aspects of large, complex chapter 11 cases. Stretto’s professionals have experience in noticing, claims administration, solicitation, balloting, and facilitating other administrative aspects of chapter 11 cases and experience in matters of this size and complexity. Stretto’s professionals have acted as official claims and noticing agent in many large bankruptcy cases in this district and in other districts nationwide. Stretto has developed efficient and cost-effective methods to handle the voluminous mailings associated with the noticing and claims processing portions of chapter 11 cases to ensure the efficient, orderly and fair treatment of creditors, equity security holders, and all parties in interest. Examples of Stretto’s active and former cases include: In re Hornbeck Offshore Services, Inc., No. 20-32679 (DRJ) (Bankr.

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