Case 20-34114 Document 105 Filed in TXSB on 08/23/20 Page 1 of 4 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’ AMENDED WITNESS LIST AND EXHIBIT LIST FOR MATTERS SET FOR AUGUST 24, 2020 The above-captioned debtors and debtors in possession (collectively, the “Debtors”) file their Amended Witness and Exhibit List for the hearing to be held on August 24, 2020, at 10:00 a.m. (prevailing Central Time) (the “Hearing”) as follows.2 Witnesses The Debtors may call the following witnesses at the Hearing:3 1. Jonathan Baksht, Executive Vice President and Chief Financial Officer of Valaris PLC; 2. James Sean McGuire, Director, Stretto; 3. any witness listed by any other party; and 4. rebuttal witnesses as necessary. 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. 2 The Debtors reserve the right to amend this Witness and Exhibit List after reviewing any objections. 3 The Debtors reserve the right to cross-examine any witness called by any other party at the Hearing. 1 Case 20-34114 Document 105 Filed in TXSB on 08/23/20 Page 2 of 4 Exhibits4 Object Admit Mark Offer Disposition No. Description W/D After Trial Declaration of Jonathan Baksht, Executive Vice President and Chief Financial Officer of Valaris 1. plc, in Support of Chapter 11 Petitions and First Day Motions (Docket No. 23) Second Amended Certificate of Service (Docket 2. No. 104) Any document or pleading filed in the above- 3. captioned main cases. Any exhibit necessary for impeachment and/or 4. rebuttal purposes. Any exhibit identified or offered by any other 5. party. The Debtors reserve the right to supplement or amend this Witness and Exhibit List and to identify additional exhibits, including but not limited to rebuttal and impeachment exhibits, prior to the conclusion of the Hearing. 4 Copies of these Exhibits are publicly available on the Court’s docket. 2 26654147v.1 Case 20-34114 Document 105 Filed in TXSB on 08/23/20 Page 3 of 4 Houston, Texas August 22, 2020 /s/ Matthew D. Cavenaugh JACKSON WALKER L.L.P. KIRKLAND & ELLIS LLP Matthew D. Cavenaugh (TX Bar No. 24062656) KIRKLAND & ELLIS INTERNATIONAL LLP Kristhy M. Peguero (TX Bar No. 24102776) Anup Sathy, P.C. (pro hac vice pending) Genevieve Graham (TX Bar No. 24085340) Ross M. Kwasteniet, P.C. (pro hac vice pending) 1401 McKinney Street, Suite 1900 Spencer A. Winters (pro hac vice pending) Houston, Texas 77010 300 North LaSalle Street Telephone: (713) 752-4200 Chicago, Illinois 60654 Facsimile: (713) 752-4221 Telephone: (312) 862-2000 Email: [email protected] Facsimile: (312) 862-2200 [email protected] [email protected] Proposed Co-Counsel to the Debtors Proposed Co-Counsel to the Debtors and Debtors in Possession and Debtors in Possession 3 26654147v.1 Case 20-34114 Document 105 Filed in TXSB on 08/23/20 Page 4 of 4 Certificate of Service I certify that on August 22, 2020, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Matthew D. Cavenaugh Matthew D. Cavenaugh 4 26654147v.1 CaseCase 20-34114 20-34114 Document Document 105-1 23 Filed Filed in in TXSB TXSB on on 08/19/20 08/23/20 Page Page 1 1of of 302 302 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) DECLARATION OF JONATHAN BAKSHT, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF VALARIS PLC, IN SUPPORT OF CHAPTER 11 PETITIONS AND FIRST DAY MOTIONS I, Jonathan Baksht, hereby declare under penalty of perjury: 1. I am the Executive Vice President and Chief Financial Officer of Valaris plc, a public limited company organized under the laws of England and Wales and one of the above-captioned debtors and debtors in possession. Valaris plc is the parent company of the above-captioned debtors and debtors in possession (collectively, the “Debtors” and, together with Valaris plc’s direct and indirect non-Debtor subsidiaries, “Valaris” or the “Company”). I have served as Chief Financial Officer of Valaris plc or its predecessor since November 2015 and as Executive Vice President of Valaris plc since June 2019. Introduction 2. Valaris commenced these chapter 11 cases to equitize all of its $7.1 billion of funded debt. Shortly before the Petition Date, the Debtors signed a restructuring support agreement with their unsecured bondholder group that provides for that deleveraging transaction. 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. CaseCase 20-34114 20-34114 Document Document 105-1 23 Filed Filed in in TXSB TXSB on on 08/19/20 08/23/20 Page Page 2 2of of 302 302 The agreement also includes a commitment for a $500 million DIP facility and a 12-month commitment for a $500 million exit financing. The DIP has a 12-month maturity, no milestones, and no cross default on account of a termination of the restructuring support agreement. The exit financing has a seven-year maturity and an option to pay interest in kind. Upon consummation of these restructuring transactions, the Debtors will have one of the best balance sheets in the offshore drilling industry. I. Company Overview. 3. Valaris—the result of a merger between Ensco plc and Rowan Companies plc in April 2019—is a leading provider of offshore drilling services. The Company, which currently operates the industry’s largest modern offshore drilling fleet, maintains drilling operations in nearly every major offshore market and has been recognized in industry surveys for its operational excellence and customer satisfaction. Despite the recent difficult world and industry events, Valaris has maintained its focus on operational excellence and its relationships with customers and stakeholders. 4. Last spring, global events forced the Debtors to quickly reevaluate their financial position and immediate next steps. The economic impact of the COVID-19 pandemic took its toll with daily demand for global oil dropping approximately 18 million barrels a day or 18% per the International Energy Agency, while supply continued to increase as a result of a dispute between the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia. As a result, the Company’s customers have significantly reduced their planned capital expenditures, with many seeking to cancel or defer projects, which has led to terminations or renegotiations of several existing contracts. Since the beginning of March 2020, approximately ten existing contracts have been canceled, and the Debtors have agreed to modify several others. 2 CaseCase 20-34114 20-34114 Document Document 105-1 23 Filed Filed in in TXSB TXSB on on 08/19/20 08/23/20 Page Page 3 3of of 302 302 5. At the beginning of this year, the Debtors did not expect to be filing for chapter 11. The Debtors began 2020 with approximately $1.6 billion of undrawn capacity under their revolving credit facility, which was anticipated to provide sufficient liquidity to fund the Debtors’ operations for the foreseeable future. Moreover, the Debtors had financial flexibility to address their capital structure pursuant to the terms of their debt documents. In late 2019 and early 2020, the Debtors engaged advisors—including Kirkland & Ellis LLP and Slaughter and May as US and UK counsel and Lazard Frères & Co. LLC (“Lazard”) as investment banker—to consider out-of-court liability management transactions to reduce leverage and capture discount. 6. COVID-19, however, shifted the economic landscape for the Debtors. Ultimately, it became clear that the Debtors’ leverage was unsustainable in this new environment. As of the Petition Date, the Debtors have approximately $7.1 billion of funded debt. This includes: • approximately $581.0 million outstanding under an unsecured revolving credit facility (the “Revolving Credit Facility”), which is guaranteed by a number of the Company’s rig-owning subsidiaries; and • approximately $6.5 billion outstanding under 15 series of unsecured senior notes (the “Senior Notes”), which are not guaranteed by the Company’s rig-owning subsidiaries. 7. Certain series of the Senior Notes are guaranteed by non-rig-owning subsidiaries of the Debtors, and others have purported litigation claims unique to their series. Before the Petition Date, certain bonds formerly issued by Rowan plc were assumed by Valaris in connection with the Rowan Merger. Certain holders of those bonds directed the purported indenture trustee to sue certain of the Debtors and their directors in connection with those transactions (the “Rowan Bondholder Litigation”). The Rowan Bondholder Litigation was commenced in Harris County District Court in Houston, Texas on March 19, 2020 and will be stayed pursuant to the terms of the Restructuring Support Agreement. 3 CaseCase 20-34114 20-34114 Document Document 105-1 23 Filed Filed in in TXSB TXSB on on 08/19/20 08/23/20 Page Page 4 4of of 302 302 II.