Case 20-34114 Document 1159 Filed in TXSB on 03/08/21 Page ...

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RE: VALARIS PLC, et al. EIN: 98-0635229 Case number: 20-34114 (Ml) Date case filed for Chapter 11: August 19, 2020 RE: Atwood Oceanics LLC, et al. EIN: 7 4-161187 4 RE: Case number: 20-34109 Docket No. 348

United States Bankruptcy Court for the Southern District of Texas, Honorable Judge Marvin Isgur, courtroom 404 515 Rusk Street, Houston TX 77002

PROOF OF CLAIM and EXCEPTION TO DISCHARGE

When I came home on March 3 there was an overnight UPS envelope on my doorstep, and I saw that it was from STRETTO!

And my heart sang!

Imagining it was my reimubrsement check of $30,739.99, I ripped it open!

March 5, 2021

And saw more paperwork from VALARIS. So I put it aside, and read it later - AFTER THE 1 :30 published meeting time scheduled for that day. So this was one more communication that reached me after voting time. Other mail also arrived this week, after the deadlines described inside. ~ -'

~v\~s-ep<-Also this week, I am informed by email there was approval of The Plan and "Holders of Allowed Existing Interests in Valaris will receive their pro rata share of the New Warrant."

May I please suggest a solution? If an amount of "shares of the New Warrant" are deposited into my IRA account, so that I can immediately liquidate the "shares of the New Warrant" and receive at least $30,739.99, that would be satisfactory conclusion, for me. Or the $30,739 in dollars is good too.

Perhaps I foolishly wish for a spasm of good will from someone out there in the justice system.

I continue my claim for $30,739.99 which was my investment in 1000 shares of ATW, Atwood Oceanics Inc COM on April 10, 2015. I have already mailed to all parties a copy of trade confinnation from TD AMERITRADE. This morning my 400 shares of VALPQ (they did a reverse split, and that is current name of the company) is worth $36.96.

This loss is more than 10 % of the amount in my IRA, my only retirement account. I am a widow, my poor husband passed away in June 2016, and I receive widow's benefits from Social Security.

Thank you for your kind attention to this matter, ~ ~ Mrs. Catherine Cranston, my cell phone is 858-395-3191 l J n. 11. ri D.. bJ 'ji) 0-\ 3352 Campo Azul Ct, Carlsbad CA 92010 ~~ \j,V\.(/\1\_

FourCCs:

Atwood Oceanics LLC, re Bankruptcy Filing. 1999 Bryan Street, Suite 900, Dallas, TX 75201 /

Valaris pie, Case 20-34114, EIN # 98-0635229 % Stretto 410 Exchange, Suite 100, Irvine, CA 92602 ✓

Valaris re Bankruptcy Filing, Ensco Incorporated 5847 San Felipe St, Suite 3300, Houston TX 77057 ('°

Matthew Cavenaugh, JACKSON WALKER 1401 McKinney Street, Suite 1900, Houston, Texas 77010 ✓

Case 20-34114 Document 1159 Filed in TXSB on 03/08/21 of 52

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INFORMATION TO WIRE TRANSFER $30,739.99 AMOUNT OWED INTO IRA ACCT FOR CATHERINE CRANSTON:

Wells Fargo Bank, NA 420 Montgomery Street San Francisco, CA 94104 ABA transit routing #

For credit to: TD Ameritrade Clearing, Inc. Account#4123214561

For benefit of: Account # Catherine S Cranston IRA TD AMERITRADE CLEARING CUSTODIAN 3352 CAMPO AZUL CT CARLSBAD CA 92010-5700


. c~ Docum,ent:~e~ XSB on 03/0~~ HCif_ ~

• ~ ~ UNITEDSTATES!;~TJ!tit W t-M&vu, SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION/'_,. / j,,, /J -' ~ ;-_ ,. ~ _______ C_A_T_H~E=R~,N~E~C~AA~N~S~T-o~N ) ~~rw~~ .

In re: 3352 CAMPO AZUL CT ) Chapter 11 CARLSBAD CA 92010 )

VA LARI S PLC, et al., 1 ) Case No. 20-34 11 4 (Ml ) )

Debtors. ) (Jointly Admini stered) __________________ )

AGENDA FOR HEARING SCHEDULED FOR MARCH 3, 2021 , AT 1:30 P.M. (PREY AILING

CENTRAL TIME), BEFORE JUDGE ISGUR AT THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF

TEXAS, AT COURTROOM 404, 515 RUSK STREET, HOUSTON, TEXAS 77002

prevailing Central Time).

I. Plan Confirmation:

A. Debtors' Fourth Amended Joint Chapter 11 Plan of Reorganization (Technical Modifications) [Docket No. 11 06].

Plan Supplement Documents:

• Notice of Fi ling of Plan Supplement [Docket No. 986] ;

• Disc losure Statement Supplement Relating to the Fourth Amended Joint Chapter I I Plan of Reorganization [Docket No. I 029]

Related Documents:

• Affidav it of Publ ication of The New York Times [Docket N o. 915];

• Affidav it of Publication - Financial T imes [Docket N o. 9 16];

• Statement of the Offi cia l Committee of Unsecured Creditors in Support of Confi rmation of the Debtors' Fourth Amended Joint Chapter 11 Plan of Reorganizati on [Docket No. 11 17];

A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors' proposed clai ms and noticing agent at http ://cases.stretto.com/Valari s. The location of Debtor Ensco lncorporated ' s principal place of business and the Debtors' service address in these chapter 11 cases is 5847 San Feli pe Street, Suite 3300, Houston, Texas 77057 .


Case 20-34114 Document 1125 Filed in TXSB on 03/02/21 Page 2 of 4

• Statement of Citibank, N.A,, as Agent, in Support of Confirmation of the Debtors' Fourth Amended Joint Chapter 11 Plan of Reorganization [ docket No.1123]

Outstanding Objections:

• Catherine Cranston Objection to Confirmation [Docket No. 1048]; . . • Catherine Cranston Objection to Confirmation [Docket No. l 091];

• Supplement to Objection to Confirmation filed by Catherine Cranston [Docket No. 1103]

Status: This matter is going forward.

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Houston, Texas March 2, 202 1

Isl Matthew D. Cavenaugh JACKSON WALKER LLP Matthew D. Cavenaugh (TX Bar No. 24062656) Kristhy M. Peguero (TX Bar No. 24 102776) Genevieve Graham (TX Bar No. 24085340) 1401 McKinney Street, Sui te 1900 Houston, Texas 770 I 0 Telephone: (713) 752-4200 Facsimile: (713) 752-422 1 Ema il : [email protected]

kpeguero@j w .com [email protected]

Co-Counsel to the Debtors and Debtors in Possession

KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Anup Sathy, P.C. (pro hac vice) Ross M. Kwasteniet, P.C. (pro hoc vice) Spencer A. Winters (pro hac vice) 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (3 12) 862-2000 Facsimi le: (312) 862-2200 Emai l: [email protected]

[email protected] [email protected]




Certificate of Service

I certify that on March 2, 202 l , 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.

Isl Mathew D. Cavenaugh Matthew D. Cavenaugh

27630602v. I

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000748

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

In re: CA THERINE CRANSTO~ Chapter 11 3352 CAMPO AZUL cT{

V ALARIS PLC, et al. ,1 CARLSBAD CA 92010) Case No. 20-34114 (MI) )

Debtors. ) (Jointly Administered)

------------------)

JOINT STIPULATION AND AGREED ORDER BETWEEN THE DEBTORS AND

ENTERED

02/24/2021

COURTNEY PROCELL FOR LIMITED RELIEF FROM THE AUTOMATIC STAY

This stipulation and agreed order (this "Stipulation") is made this 23 day of February, 2021

by each of the above-captioned debtors and debtors in possession (collectively, the "Debtors") and

Courtney Procell ("Procell ," and together with the Debtors, the "Parties").

Recitals

WHEREAS, on March 13, 2019, Procell filed a lawsuit alleging various personal injury

causes of action against certain of the Debtors;

WHEREAS, on August 16, 2019, Procell filed an amended petition in the 270th District

Court of Harris County, Texas (Case No. 2019-18525) (the "Prepetition Litigation"), removing

two of the ENSCO entities as defendants.

WHEREAS, the Debtors are the beneficiaries of insurance policies that may cover damages

awarded against the Debtors in the Prepetition Litigation;

A complete list of each 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.comNalaris. 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.

KE 74722 138

55703000749046


WHEREAS, on August 19, 2020 (the "Petition Date"), the Debtors each filed a voluntary

petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1330

(the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern District of Texas

(the "Court"); 'J , . WHEREAS, the Debtors are operating their businesses and managing their property as

debtors in possession pursuant to sections l 107(a) and 1108 of the Bankruptcy Code;

WHEREAS, Procell holds an unliquidated, contingent claim against certain of the Debtors

(the "Claim");

WHEREAS, upon the filing of the Debtors ' chapter 11 petitions, the automatic stay of

section 362 of the Bankruptcy Code came into effect and stayed certain actions against the Debtors,

including the Prepetition Litigation;

WHEREAS, the Debtors have determined that it is in the best interests of their estates and

their creditors that the Debtors stipulate to grant Procell relief from the automatic stay of

section 362(a) of the Bankruptcy Code to liquidate her Claim and pursue recovery from insurance

proceeds on the terms and conditions of this Stipulation.

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, AND UPON

APPROVAL BY THE COURT OF THIS STIPULATION, IT IS SO ORDERED AS FOLLOWS:

I. Upon execution and Court approval of this Stipulation, the automatic stay shall be

lifted to allow Procell to pursue the Prepetition Litigation against the Debtors solely to the extent

expressly provided herein.

2. During the pendency of these chapter I I cases, the stay is lifted to allow Procell to:

(a) pursue her state court claim in the 270th Judicial District Court of Harris County, Texas, (b)

liquidate the amount of her state court claim, and (c) seek to recover from the Debtors by way of

2 KE 74722 138

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00074R

settlement or judgment the proceeds of the Debtors' insurance policies without further approval of

the Court. Procell shall take no action to collect amounts awarded in any judgment or settled in

excess of available insurance proceeds from the Debtors or their estates without further order from

this Court. However, without further order from the Court, Procell shall be able to pursue recovery

of any amounts awarded in any judgment or settled from any available insurance policies of the

Debtors or from the Debtors' estates as a general unsecured claim consistent with the terms of the

Debtors' confirmed chapter 11 plan; provided that nothing herein shall prejudice Procell ' s rights

to seek additional relief from the Court, including, but not limited to, further stay relief, approval

of a settlement agreement, or approval/collection of any judgment regarding the Claim.

3. The modification of the automatic stay as set forth herein shall have no effect as to

parties that are not a Party to this Stipulation, and the automatic stay shall remain in full force and

effect with respect to such parties and their claims or causes of action, if any, against the Debtors

or their estates.

4. Nothing in this Stipulation is intended to, or shall be construed to, waive any

defenses, setoffs, objections, counterclaims, or coverage defenses that the Debtors or the Debtors '

applicable insurance carriers or their representatives may have with respect to the Prepetition

Litigation.

5. Nothing in this Stipulation or the relief sought herein shall constitute or be deemed:

(a) an allowance of administrative expense claims under section 503(b) of the Bankruptcy Code;

(b) an assumption or rejection of an executory contract or unexpired lease under section 365 of

the Bankruptcy Code; or (c) a waiver of any of the Debtors ' rights to dispute claims asserted

against any Debtor in these chapter 11 cases.

3 KE 74722 138

55703000749055


6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Stipulation.

7. This Stipulation may be signed in counterparts and signatures may be delivered by

fax or emai I, each of which shall be deemed an original , but all of which together shall constitute

one and the same instrument. Each person who executes this Stipulation on behalf of a Party

hereto represents that he or she is duly authorized to execute this Stipulation on behalf of such

Party.

8. This Stipulation constitutes the entire agreement between the Parties in respect of

the subject matter hereof and shall not be modified , altered, amended, or vacated without the prior

written consent of all Parties hereto. No statement made or action taken in the negotiation of this

Stipulation may be used by any party for any purpose whatsoever.

9. Each Party represents and warrants to the other Party that it: (a) made this

Stipulation freel y and voluntarily and with full knowledge of its significance; and (b) has been

represented by counsel of its own choice in the negotiations preceding the execution of this

Stipulation and in connection with the preparation and execution of this Stipulation.

10. Notwithstanding the possible applicability of Bankruptcy Rule 6004, 7062, and

9014, or otherwise, the terms and conditions of this Stipulation are immediately effective and

enforceable upon its entry.

11 . The Court shall retain exclusive jurisdiction to hear any matters or disputes arising

from or relating to this Stipulation. Any request for relief brought before the Court to resolve

a dispute arising from or related to this Stipulation, and the matters agreed to herein, shall be

brought on proper notice and in accordance with the relevant Federal Rules of Bankruptcy

Procedure and the Local Bankruptcy Rules for the Southern District of Texas.

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000748

IN WITNESS WHEREOF, the Parties, by their authorized counsel, executed this

Stipulation and Agreed Order as of the date written below.

So Ordered:

Signed: February 24, 2021

Isl Matthew D. Cavenaugh JACKSON WALKER L.L.P Matthew D. Cavenaugh (TX Bar No. 24062656) Kristhy M. Peguero (TX Bar No. 24102776) Genevieve Graham (TX Bar No. 24085340) 140 l McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: [email protected]



Isl Noah M Wexler ARNOLD & ITKIN LLP Jason A. Itkin (TX Bar No. 24032461) NoahM. Wexler(TXBarNo. 24060816) Ben Bireley (TX Bar No.24076086) Samantha M.B. Demuren (TX Bar No. 24103756) 6009 Memorial Drive Houston, Texas 77007 Telephone: (713) 222-3800 Facsimile: (713) 222-3850 [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] J [email protected]

Counsel to Courtney Procell

KE 74722138

n'---r Marvin Isgur !--=---

United States Bankruptcy Judge

KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Anup Sathy, P.C. (admitted pro hac vice) Ross M. Kwasteniet, P.C. (admitted pro hac vice) Spencer A. Winters (admitted pro hac vice) 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected]



55703000749064


SAT-55703 0541-4 pdf002 20-34114 Matthew D Cavenaugh 1401 McKinney Street Ste 1900 Houston, TX 77010

000748 748 2 MB 0.447 92010 6 7 9266-2-748

l11111 ••1•11 1111 1111 ll111111 11 1111111•1111 1•l'l''l1•l'l111,11.1.1 Catherine Cranston 3352 Campo Azul Ct. Carlsbad, CA 92010-5700

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000748

In re:

V ALARlS PLC, et al., 1

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS

HOUSTON DMSION

) ) Chapter 11 ) ) Case No. 20-34114 (MI) )

Debtors. ) (Jointly Administered) __________________ )

JOINT STIPULATION AND AGREED ORDER BETWEEN THE DEBTORS AND

JERON JOHNSON FOR LIMITED RELIEF FROM THE AUTOMATIC STAY

ENTERED

02/24/2021

This stipulation and agreed order (this "Stipulation") is made this 23 day of February, 2021

by each of the above-captioned debtors and debtors in possession (collectively, the "Debtors") and

Jeron Johnson ("Johnson," and together with the Debtors, the "Parties").

Recitals

WHEREAS, on September 21, 2020, Johnson filed a lawsuit alleging various personal

injury causes of action against certain of the Debtors in the 164th Judicial District for Harris

County, Texas (Case No. 2020-58796) (the "Prepetition Litigation");

WHEREAS, the Debtors are the beneficiaries of insurance policies that may cover damages

awarded against the Debtors in the Prepetition Litigation;

WHEREAS, on August 19, 2020 (the "Petition Date"), the Debtors each filed a voluntary

petition for relief under chapter 11 of title 1 l of the United States Code, 11 U.S.C. §§ 101 -1330

A complete list of each 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.comNalaris. The location of Debtor Ensco lncorporated '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.

KE 74722192

55703000749019


(the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern District of Texas

(the "Court");

WHEREAS, the Debtors are operating their businesses and managing their property as

debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code;

WHEREAS, Johnson holds an unliquidated, contingent claim against certain of the Debtors

(the "Claim");

WHEREAS, upon the filing of the Debtors' chapter 11 petitions, the automatic stay of

section 362 of the Bankruptcy Code came into effect and stayed certain actions against the Debtors,

including the Prepetition Litigation;

WHEREAS, the Debtors have determined that it is in the best interests of their estates and

their creditors that the Debtors stipulate to grant Johnson relief from the automatic stay of

section 362(a) of the Bankruptcy Code to liquidate his Claim and pursue recovery from insurance

proceeds on the terms and conditions of this Stipulation.

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, AND UPON

APPROVAL BY THE COURT OF THIS STIPULATION, IT IS SO ORDERED AS FOLLOWS:

1. Upon execution and Court approval of this Stipulation, the automatic stay shall be

lifted to allow Johnson to pursue the Prepetition Litigation against the Debtors solely to the extent

expressly provided herein.

2. During the pendency of these chapter 11 cases, the stay is lifted to allow Johnson

to: (a) pursue his state court claim in the 164th Judicial District Court of Harris County, Texas,

(b) liquidate the amount of his state court claim, and (c) seek to recover from the Debtors by way

of settlement or judgment the proceeds of the Debtors' insurance policies without further approval

of the Court. Johnson shall take no action to collect amounts awarded in any judgment or settled

2 KE 74722 192

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000748

in excess of available insurance proceeds from the Debtors or their estates without further order

from this Court. However, without further order from the Court, Johnson shall be able to pursue

recovery of any amounts awarded in any judgment or settled from any available insurance policies

of the Debtors or from the Debtors ' estates as a general unsecured claim consistent with the terms

of the Debtors' confirmed chapter 11 plan; provided that nothing herein shall prejudice Johnson ' s

rights to seek additional relief from the Court, including, but not limited to, further stay relief,

approval of a settlement agreement, or approval/collection of any judgment regarding the Claim.

3. The modification of the automatic stay as set forth herein shall have no effect as to

parties that are not a Party to this Stipulation, and the automatic stay shall remain in full force and

effect with respect to such parties and their claims or causes of action, if any, against the Debtors

or their estates.

4. Nothing in this Stipulation is intended to, or shall be construed to, waive any

defenses, setoffs, objections, counterclaims, or coverage defenses that the Debtors or the Debtors '

applicable insurance carriers or their representatives may have with respect to the Prepetition

Litigation.

5. Nothing in this Stipulation or the relief sought herein shall constitute or be deemed:

(a) an allowance of administrative expense claims under section 503(b) of the Bankruptcy Code;

(b) an assumption or rejection of an executory contract or unexpired lease under section 365 of

the Bankruptcy Code; or (c) a waiver of any of the Debtors ' rights to dispute claims asserted

against any Debtor in these chapter 11 cases.

6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Stipulation.

3 KE 74722192

55703000749028


7. This Stipulation may be signed in counterparts and signatures may be delivered by

fax or email, each of which shall be deemed an original, but all of which together shall constitute

one and the same instrument. Each person who executes this Stipulation on behalf of a Party

hereto represents that he or she is duly authorized to execute this Stipulation on behalf of such

Party.

8. This Stipulation constitutes the entire agreement between the Parties in respect of

the subject matter hereof and shall not be modified, altered, amended, or vacated without the prior

written consent of all Parties hereto. No statement made or action taken in the negotiation of this

Stipulation may be used by any party for any purpose whatsoever.

9. Each Party represents and warrants to the other Party that it: (a) made this

Stipulation freely and voluntarily and with full knowledge of its significance; and (b) has been

represented by counsel of its own choice in the negotiations preceding the execution of this

Stipulation and in connection with the preparation and execution of this Stipulation.

10. Notwithstanding the possible applicability of Bankruptcy Rule 6004, 7062, and

9014, or otherwise, the terms and conditions of this Stipulation are immediately effective and

enforceable upon its entry.

11 . The Court shall retain exclusive jurisdiction to hear any matters or disputes arising

from or relating to this Stipulation. Any request for relief brought before the Court to resolve

a dispute arising from or related to this Stipulation, and the matters agreed to herein, shall be

brought on proper notice and in accordance with the relevant Federal Rules of Bankruptcy

Procedure and the Local Bankruptcy Rules for the Southern District of Texas.

4 KE 74722 192

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-Case 20-34114 Document 1159 Filed in TXSB on 03/08/21 of 52

M/\7LIR

IN WITNESS WHEREOF, the Parties, by their authorized counsel, executed this

Stipulation and Agreed Order as of the date written below.

So Ordered:

Signed: February 24, 2021

Isl Matthew D. Cavenaugh JACKSON WALKER L.L.P Matthew D. Cavenaugh (TX Bar No. 24062656) Kristhy M . Peguero (TX Bar No. 24102776) Genevieve Graham (TX Bar No. 24085340) 140 l McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@j w.com



Isl Noah M Wexler ARNOLD & ITKIN LLP Jason A. Itkin (TX Bar No. 24032461) Noah M. Wexler (TX Bar No. 24060816) Ben Bireley (TX Bar No.24076086) Samantha M.B. Demuren (TX Bar No. 24103756) 6009 Memorial Drive Houston, Texas 77007 Telephone: (713) 222-3800 Facsimile: (713) 222-3850 [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected]

Counsel to Jeron Johnson

KE 74722 192

n...____:r Marvin Isgur ~

United States Bankruptcy Judge




55703000749037



9 ?1)--;)-) . J

IN THE UNITED STATES BANKRUPTCY COURT ~ -m-i FOR THE SOUTHERN DISTRICT OF TEXAS

r n . r vn. M /\ L. - ,.. 1 -, '2-. £) ~ HP? STON DMSION ~ V' w ''V~v, \ v ../ v _ D'\ttA {. 1 C~+V) CATHERINE CRANSTON

--------H---'~--'----'cr-.........._!ri-+--+'---+-- ) 3352 CAMPO AZUL CT

In re:

V ALARIS PLC, et al., 1

Debtors.

) Chapter 11 CARLSBAD CA 92010 ) ) Case No. 20-34114 (MI) ) )

____________ ) (Jointly Administered) (Emergency Hearing Requested)

DEBTORS' EMERGENCY MOTION FOR ENTRY OF AN ORDER (I) APPROVING

THE DEBTORS' CONTINUED SOLICITATION OF THE FOURTH AMENDED PLAN AND THE ADEQUACY OF THE

SUPPLEMENT AL DISCLOSURE STATEMENT IN CONNECTION THEREWITH, (II) MODIFYING CERTAIN PLAN CONFIRMATION

DEADLINES AND PROCEDURES, AND (Ill) GRANTING RELATED RELIEF

Emergency relief has been requested. A hearing will be conducted on this matter on February 11, 2021, at 1:30 p.m. (prevailing Central Time) in Courtroom 404, 4th floor, 515 Rusk, Houston, TX 77010. You may participate in the hearing by audio/video connection.

Audio communication will be by use of the Court's dial-in facili ty. 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 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.

A complete list of each 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.comNalaris. 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.



Relief is requested not later than February 11, 2021.

. ,-_J _,T~e abo~e-~aptioned debtors and debtors in possess10n ( collectively, the "Debtors") '""'\ ~ • - ·,:...1: , • . ~,.,

'respe-ct~lly state as follows in support of this motion (this "Motion"): t ' • f !

Introduction2

1. The Debtors file this Motion to implement a global settlement entered into with the

RCF Lenders after nearly six months of postpetition negotiations. On February 5, 2021, the

Debtors filed the Fourth Amended Plan, which incorporates the terms of a settlement resolving

longstanding confirmation disputes between the Debtors, the Ad Hoc Group, and the RCF Lenders

(the "RCF Settlement").3 On the same day, holders of approximately 72% of Senior Notes Claims

and 89% of Credit Facility Claims became parties to an amended restructuring support agreement

(the "Amended RSA"), of which a subset also became parties to an amended backstop

commitment agreement (the "Amended BCA"), both documenting their support for the RCF

Settlement and the Fourth Amended Plan. The RCF Settlement is the result of extensive

negotiations by all parties and is an excellent outcome for the Debtors and their stakeholders.

2. The Fourth Amended Plan reallocates the equity recovery between the RCF

Lenders and the holders of Senior Notes Claims. In exchange for a reduced new equity recovery

from that set forth in the original plan, the Amended RSA provides certain RCF Lenders with a

"Third Amended Plan" means the Debtors ' Third Amended Joint Chapter 11 Plan of Reorganization (as Modified) [Docket No. 988], as it may be further amended, supplemented, or otherwise modified from time to time. "Fourth Amended Plan" means the Debtors ' Fourth Amended Joint Chapter 11 Plan of Reorganization , filed contemporaneously herewith ( collectively, and as applicable, the "Plan"). Capitalized terms not otherwise defined herein have the same meanings as set forth in the Fourth Amended Plan or Disclosure Statement, as applicable.

See Objection of Citibank, NA. , as Agent, to Debtors ' Motion for Entry of an Order (l) Approving the Adequacy of the Disclosure Statement, (fl) Approving the Solicitation and Notice Procedures with Respect to Confirmation of the Debtors ' Proposed Joint Plan of Reorganization, (Ill) Approving the Forms of Ballots and Notices in Connection Therewith, (JV) Approving the Rights Offering Procedures and Related Materials, (V) Scheduling Certain Dates with Respect Thereto, and (VJ) Granting Related Relief [Docket No. 782].

2



cash recovery and certain other RCF Lenders, who elected to receive Rights Offering Subscription

Rights, a smaller cash recovery plus Rights Offering Subscription Rights. The holders of Senior

Notes Claims, who will receive a slightly increased equity recovery and a reduced allocation of

rights pursuant to the Rights Offering (to account for the change in form of consideration provided

to the RCF Lenders and the RCF Lenders' participation in the new money financing) ,

overwhelmingly support the Amended RSA and the RCF Settlement. Additionally, the Debtors

will pay the RCF Agent's and the Ad Hoc Group's reasonable and documented fees and expenses,

and the RCF Agent will withdraw its motion challenging the Ad Hoc Group ' s professional fees

and abstain from further objections to the payment of the Ad Hoc Group ' s professional fees

pursuant to the DIP Order.4

3. o other stakeholders will be materially affected by the Amended RSA-all

holders of General Unsecured Claims will still be paid in full on the timeline proposed in the Third

Amended Plan and the treatment of claims other than the RCF and bond claims will remain

unchanged. The Amended RSA represents a global compromise of issues that had cast uncertainty

over the Debtors' restructuring, threatening weeks of discovery, evidence, and a contested

confirmation. Pursuant to the Amended RSA, the Debtors anticipate having near universal support

for the Plan with the exception of an ongoing litigation with the shipyard party to two prepetition

newbuild contracts with the Debtors.

4. The Amended RSA 1s the product of extensive, hard-fought, arms ' length

negotiations, and represents a major success and turning point in these chapter 11 cases. To ensure

that no time or resources are wasted in implementing this global deal for the benefit of all parties

Motion Challenging the Reasonableness of Fees and Expenses of Counsel to the Ad Hoc Group of Unsecured Noteholders [Docket No. 741 ].

3



m interest, the Debtors have prepared supplemental materials and notices and established

procedures to extend the solicitation period on the Plan and allow voting creditors to amend their

existing votes should they desire. By this Motion, the Debtors seek, among other things, the

Court's approval of a supplement to the Disclosure Statement (the "Disclosure Statement

Supplement") and related solicitation materials to be provided to holders of claims and interests

entitled to vote to accept or reject the Fourth Amended Plan.

5. The consensus reflected in the Fourth Amended Plan is a monumental step forward

in the Debtors ' efforts to complete their restructuring. Subject to the Court's approval, the relief

requested herein will pave the way for the Debtors to emerge from chapter 11 in the near term with

a fully equitized capital structure. Importantly, the relief requested in this Motion is supported by

the Debtors and a supermajority of the RCF Lenders, the Noteholders. The Debtors are confident

that Confirmation of the Fourth Amended Plan represents the best avenue for the Debtors to

reorganize and maximize the value of their estates for the benefit of all stakeholders. The Debtors

have prepared the Disclosure Statement Supplement to provide further disclosure with respect to

the modified terms encompassed in the Fourth Amended Plan and described in the Disclosure

Statement Supplement and the Disclosure Statement. The Debtors request that the Court reaffirm

the adequacy of the Disclosure Statement, as supplemented by the Disclosure Statement

Supplement, so that the Debtors may promptly complete solicitation of the Plan.

Jurisdiction and Venue

6. 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 matter is a core

proceeding pursuant to 28 U.S.C. § 157(b)(2). 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.

4



7. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

8. The bases for the relief requested herein are sections 105, 363, 1125, 1126, and

1128 of title 11 of the United States Code (the "Bankruptcy Code"), Bankruptcy Rules 2002, 3016,

3017, 3018, 3019, and 3020, and rules 2002-1 and 3016-1 of the Bankruptcy Local Rules for the

Southern District of Texas (the "Bankruptcy Local Rules").

Relief Requested

9. The Debtors seek entry of an order, substantially in the attached form

(the "Continued Solicitation Order"), granting the following relief and such other relief as is just

and proper:

a. Disclosure Statement Supplemenl Approving the Disclosure Statement Supplement in connection with the Continued Solicitation and Voting Procedures (as defined below), substantially in the form attached to the Continued Solicitation Order as Exhibit A;

b. Solicitation Extension Notice. Approving the form and manner of notice of the Fourth Amended Plan, the Disclosure Statement Supplement, and the Continued Solicitation and Voting Procedures (the "Solicitation Extension Notice"), substantially in the form attached to the Continued Solicitation Order as Exhibit B;

c. Modified Confirmation Hearing Notice. Approving the form and manner of a supplemental notice of the hearing to consider Confirmation of the Fourth Amended Plan (the "Modified Confirmation Hearing Notice"), substantially in the form attached to the Continued Solicitation Order as Exhibit C;

d. Continued Solicitation and Voting Procedures. Approving procedures for (i) soliciting, receiving, and tabulating votes to accept or reject the Plan, as applicable, and (ii) voting to accept or reject the Plan, as applicable (the "Continued Solicitation and Voting Procedures"), and the finding that the supplemental solicitation materials and documents included in the supplemental solicitation packages (the "Supplemental Solicitation Packages"), as described herein, that will be sent to Holders of Credit Facility Claims entitled to vote to accept or reject the Plan, comply with Bankruptcy Rules 3017(d) and 2002(b);

e. Payment of Professional Fees. Approving the Debtors ' payment of all reasonable and documented unpaid fees and expenses of the Credit Facility

5



Agent Advisors (as defined in the Amended RSA), the Consenting Noteholder Advisors (as defined in the Amended RSA), and the professionals retained by the Initial Backstop Parties (as defined in the Backstop Agreement), and the Rowan Ad Hoc Group Fees (as defined in the Amended RSA), whether incurred prior to, on, or after the Petition Date (collectively, the "Amended RSA Fees and Expenses"); and

f. Confirmation Timeline. Modifying certain of the dates and deadlines set forth in the Disclosure Statement Order, subject to further modification as necessary, as follows :

Event Original Date Revised Date

Supplemental Solicitation NIA February 12, 2021 (or as soon as Deadline reasonably practicable thereafter)

Deadline for Non-Backstop IA February 23, 2021 , at 5:00 p.m., Parties to Revoke Rights prevailing Central Time Offering Subscriptions

Voting Deadline February 3, 2021 , at 4 :00 p.m. , February 25, 2021 , at 5:00 p.m., prevailing Central Time prevailing Central Time

Plan Modifications N/A5 February 25, 2021 , at 5:00 p.m. , Objection Deadline prevailing Central Time

Deadline to File February 9, 2021, at 4 :00 p.m. , March 1, 2021, at 5:00 p.m., Confirmation Brief prevailing Central Time prevailing Central Time

Deadline to File Voting February 9, 2021 , at 4:00 p.m. , March 1, 2021 , at 5:00 p.m., Report prevailing Central Time prevailing Central Time

Confirmation Hearing Date February 11 , 2021, at 1 :30 p.m. , March 3, 2021, at 1:30 p.m., prevailing prevailing Central Time Central Time

10. The Debtors request that: (a) the dates, deadlines, and approvals set forth in the

Disclosure Statement Order and not referenced herein remain as ordered, including, for the

avoidance of doubt, setting December 1, 2020 as the Voting Record Date and (b) that all other

procedures for solicitation and tabulation of votes set forth in the Solicitation and Voting

The original Plan Objection Deadline expired February 3, 202 1 at 4:00 p.m. , prevailing Central Time. The extended deadline applies solely to the Plan Modifications.

6


Case 20-34114 Document 1030 Filed in TXSB on 02/06/21 i-iage r OT t:'.o

Procedures remain as ordered except as particularly amended and superseded by the Continued

Solicitation Order.

Background

I. The Solicitation Process for the Third Amended Plan.

11. On December 30, 2020, the Court entered the Disclosure Statement Order, which

approved the adequacy of the Disclosure Statement. The Disclosure Statement Order, among other

things: (a) established solicitation and tabulation procedures for the Third Amended Plan;

(b) established February 3, 2021 , as the deadline for voting on the Third Amended Plan and for

objecting to confirmation of the Third Amended Plan; and (c) scheduled the hearing to consider

confirmation of the Third Amended Plan for February 11 , 2021. Pursuant to the Disclosure

Statement Order, the Debtors launched solicitation on January 6, 2021. 6

II. The RCF Settlement.

12. Under the RCF Settlement, in lieu of the 32.5% of New Valaris Equity that

RCF Lenders previously were to receive on account of their Credit Facility Claims, RCF Lenders

were provided with an opportunity to select between two alternative treatments: (i) the ability to

participate on a Pro Rata basis in up to 14% of the Rights Offering as a Backstop Party subject to

certain specified terms plus a recovery on account of their Credit Facility Claims of a Pro Rata

share ofup to 30.8% ofNew Valaris Common Equity and up to $45 million in Cash ("Option 1")

or (ii) a Pro Rata share of up to 27.8% of New Valaris Equity and up to $116 million in Cash

("Option 2"). Any RCF Lender that does not ultimately consent to the RCF Settlement will receive

a recovery of only the New Valaris Common Equity under Option 2 (adjusted in an upward

6 For the avoidance of doubt, all Holders of Claims or Interests will be permitted to supersede votes previously cast, at their option pursuant to the solicitation procedures approved pursuant to the Disclosure Statement Order.

7



direction for the Cash allocated to consenting RCF Lenders under Option 2). The deadline for

RCF Lenders to select between Option 1 and Option 2 expired on February 4, 2021, at 5 :00 p.m.,

prevailing Central Time. The allocations of Subscription Rights, New Valaris Equity, Cash, and

the Holdback reflected in the Disclosure Statement Supplement and the Fourth Amended Plan

reflect the RCF Lenders ' elections.

III. The Plan Modifications.

13. Pursuant to the Amended RSA, the Debtors have made certain modifications to the

Third Amended Plan (collectively, the "Plan Modifications"), which are reflected in the Fourth

Amended Plan and a redline comparison of the Fourth Amended Plan to the Third Amended Plan,

filed contemporaneously herewith. The material terms of the Amended RSA, which have been

incorporated into the Fourth Amended Plan, are as follows:

Topic

New Money Participation for Holders of Credit Facility Claims

Plan, Art. III.B .3

Treatment of Senior I Noteholders

1 Plan, Art. III.B.4-8

Modification

Holders of Allowed Credit Facility Claims were given a seven-day period within which to elect to receive the RCF New Money Participation I Treatment,7 a new treatment option added to the Fourth Amended Plan. That period expired on February 4, 2021, at 5:00 p.m., prevailing Central Time.

The RCF New Money Participation Treatment provides New Money Participating Credit Facility Creditors with a Pro Rata share of: (i) 5.3% I of the New Valaris Equity; (ii) 2.4% of the New Secured Notes (and associated Participation Equity offered in the Rights Offering); and (iii) $7.8 million in Cash.

All remaining Holders of Allowed Credit Facility Claims will receive (i) their Pro Rata share of 23.0% of the New Valaris Equity, subject to certain adjustments; and (ii), if such Holders are Consenting Lenders, a Pro Rata share of $96.1 million in Cash.

The rights of Holders of Senior Notes Claims were left substantially unaltered. The treatments of Holders of Senior Notes Claims were adjusted slightly to account for the New Money Participating Credit

I

Any such creditors who opted into the RCF New Money Participation Treatment, collectively, the "New Money Participating Credit Facility Creditors."

8



r Rights Offering

Plan, Art. IV.C.1

Inclusion of RCF Agent and Committee in Release and Exculpations

Plan, Art. I.A.88, 181-82

I Equitization

Plan, Art. III.B.3-8

Facility Creditors ' participation in the backstop and Rights Offering, as more fully described below. I

The allocation of the Subscription Rights and Backstop Premium were I adjusted to reflect the New Money Participating Credit Facility Creditors' II

participation in the Rights Offering.

Holders of Senior Notes Claims as of the Record Date will be offered 97.6% of the Subscription Rights.

The New Money Participating Credit Facility Creditors will purchase 2.4% of the Subscription Rights, a new feature of the Fourth Amended Plan.

The Backstop Parties, including New Money Participating Credit Facility I Creditors, will have the exclusive right and obligation to purchase 37.5% of the New Secured Notes offered in the Rights Offering (such amount, the "Holdback"). The Senior Notes Backstop Parties will have the exclusive right and obligation to participate in 97.6% of the Holdback, and the Lender Backstop Parties will have the exclusive right and obligation to participate in 2.4% of the Holdback.

The Backstop Premium under the Fourth Amended Plan is adjusted to reflect the participation of the New Money Participating Credit Facility Creditors.

The Senior Notes Backstop Parties who previously would have received $50 million in New Secured Notes for the Backstop Premium under the Third Amended Plan, will instead receive $48.8 million in New Secured Notes, with the remaining $1 .2 million reserved for the Lender Backstop I Parties.

The Senior Notes Backstop Parties who previously would have received an additional 2.70% of the New Valaris Equity in exchange for their commitments as set forth in the Backstop Agreement will instead receive 2.63%, with the remaining 0.07% reserved for the Lender Backstop I Parties .

The Credit Facility Agent, the Committee, and each of the Committee' s members will be Released Parties, Exculpated Parties, and Releasing Parties.

· On or shortly prior to the Effective Date, New Valaris Holdco will issue I and cause to be transferred 39.0% of the New Valaris Equity to Holders of Senior Notes Claims and up to 28.3% of the New Valaris Equity to Holders of Credit Facility Claims.

9



1 Letters of Credit

1 Plan, Art. IV.T

All letters of credit outstanding under the Credit Facility will be replaced or cash collateralized in accordance with the terms of the Credit Facility.

14. Additionally, a few changes were made to the Plan after the commencement of

solicitation but prior to entry into the Amended RSA:

Topic Modification

Treatment of Ensco One million USD of Cash consideration was added to the treatment of International Bond Claims Class 5 Ensco International Bond Claims.

I Plan, Art. III.B.5

Treatment of Newbuild I Claims

Plan, Art. III.B.10

The treatment of Class 10 Newbuild Claims was modified so that if Holders of Allowed Newbuild Claims voted in favor of the Plan, they would receive 50 basis points of the new equity, $5 million in cash, and such other treatment as set forth in the amended and assumed Newbuild Contracts (the "Amended Newbuild Contracts"), and if Class 10 Newbuild Claims voted to reject the Plan they would receive their Liquidation Recovery.

15. More specifically, the treatment of Claims against each Debtor (as applicable)

pursuant to the Fourth Amended Plan has been modified as set forth below:8

a. Class 3 - Credit Facility Claims: Each New Money Participating Credit Facility Creditor shall receive its Pro Rata share of the RCF New Money Participation Treatment. Each Holder of an Allowed Credit Facility Claim that did not elect to receive its Pro Rata share of the RCF New Money Participation Treatment shall receive either (i) if it is a Non-Consenting Lender, its Pro Rata share of the RCF Base Treatment Pool or (ii) if it is a Consenting Base Treatment Lender, its Pro Rata share of the Consenting Lender Base Treatment Pool.

b. Class 4 - Pride Bond Claims: Each Holder of an allowed Pride Bond Claim shall receive its Pro Rata share of: (x) 8.808% of the Senior Notes Distributable Pool; and (y) an aggregate $1.25 million payment in cash.

c. Class 5 - Ensco International Bond Claims: Each Holder of an allowed Ensco International Bond Claim shall receive its Pro Rata share of:

The following summary is provided for illustrative purposes only, and is qualified in its entirety by reference to the Fourth Amended Plan and Disclosure Statement Supplement. The Debtors encourage all Holders of Claims or Interests to read the Fourth Amended Plan, the Disclosure Statement Supplement, and the Disclosure Statement in their entirety.

10



(x) 1.549% of the Senior Notes Distributable Pool; and (y) an aggregate $1 million payment in cash.

d. Class 6 - Jersey Bond Claims: Each Holder of an allowed Jersey Bond Claim shall receive its Pro Rata share of 20.204% of the Senior Notes Distributable Pool.

e. Class 7 -Valaris Bond Claims: Each Holder of an allowed Valaris Bond Claim shall receive its Pro Rata share of 36.834% of the Senior Notes Distributable Pool.

f. Class 8 - Legacy Rowan Bond Claims: Each Holder of an allowed Legacy Rowan Bond Claim shall receive its Pro Rata share of: (x) 32.605% of the Senior Notes Distributable Pool; and (y) an aggregate $23.75 million payment in cash.

16. In connection with the Newbuild Claims' modified treatment under the Third

Amended Plan described above, the Debtors filed a draft Amended Newbuild Contract with the

plan supplement. The Debtors and Daewoo Shipbuilding & Marine Engineering Co., Ltd.

("DSME"), however, have not reached an agreement on the terms on the Amended Newbuild

Contract due to a dispute as to whether certain interest, holding, and other costs would be payable

under such contracts. The Debtors estimate these additional charges could exceed $100 million

across both contracts. In light of this dispute, DSME provided the Debtors with a term sheet on a

potential consensual rejection of the Newbuild Contracts for, among other things, a payment of

$4 million in cash and 40 basis points of new equity. As of the filing of this Motion, no agreement

has been reached between the Debtors and DSME.

17. Although support for the Fourth Amended Plan is not yet unanimous, it is in the

best interests of the Debtors and all of their stakeholders that the Debtors proceed toward

Confirmation with the support of all classes of funded debt. The Fourth Amended Plan provides

a clear path to resolution of these chapter 11 cases by building on the already substantial consensus

reflected in the Third Amended Plan. By implementing the Plan Modifications set forth above

and continuing solicitation on the Fourth Amended Plan as described herein, the Debtors will have

11



a clear path to exit and to successfully emerge from chapter 11 with a fully equitized capital

structure. The relief requested herein is in the best interests of the Debtors ' estates and should be

approved.

IV. Proposed Solicitation Modifications.

18. Out of an abundance of caution, due to the Plan Modifications, the voting period

will be extended for all Holders of Claims and Interests entitled to vote on the Plan, and all Holders

of Claims and Interests who have already voted on the Third Amended Plan will be permitted to

change their vote with respect to the Fourth Amended Plan.

19. With respect to this proposed solicitation, the Debtors request that the Court

(a) establish February 12, 2021 , (or as soon as reasonably practicable thereafter) as the deadline

for the Debtors to commence solicitation of the Disclosure Statement Supplement and related

solicitation materials and (b) modify the Voting Deadline to Februarv 25, 2021, at

5:00 p.m. prevailing Central Time, as such date may be extended in accordance with the

Solicitation and Voting Procedures previously approved by the Court pursuant to the Disclosure

Statement Order. This timeline will provide all parties in interest ample time to review the Fourth

Amended Plan and the Disclosure Statement Supplement and to respond accordingly.

V. Rights Offering Modifications.

20. Pursuant to the Disclosure Statement Order, the Debtors obtained approval of

certain materials with respect to the Rights Offering (the "Rights Offering Procedures").

The Rights Offering Procedures were subsequently finalized and posted on the Debtors'

restructuring website. The Subscription Commencement Date under the Rights Offering was

January 8, 2021 , and the subscription deadline was February 3, 2021.

21. The Amended RSA provides RCF Lenders who so elected the ability to participate

in the Rights Offering. The Debtors intend to allow parties who originally subscribed to the Rights

12



Offering and who are not parties to the Amended BCA to revoke their subscription by

February 23, 2021 at 5:00 p.m., prevailing Central Time. Although the Disclosure Statement

Order allowed the Debtors to make modifications to the Rights Offering Procedures, out of an

abundance of caution the Debtors are seeking relief to modify the Rights Offering Procedures as

necessary to effectuate the RCF Settlement.

Basis for Relief

I. The Disclosure Statement, as Supplemented by the Disclosure Statement Supplement, Continues to Provide Adequate Information.

22. Section 1127(a) of the Bankruptcy Code permits a plan proponent to modify a plan

"at any time before confirmation, but may not modify such plan so that such plan as modified fails

to meet the requirements of sections 1122 and 11 23 of this title. After a plan proponent files a

modification of such plan with the court, the plan as modified becomes the plan."9

23. Additionally, subsections 1127(c) and 1127(£)(2) of the Bankruptcy Code provide

certain safeguards to ensure that the disclosure requirements of section 1125 of the Bankruptcy

Code continue to be met with respect to a modified plan. 10

24. Specifically, section 1127(c) of the Bankruptcy Code imposes a general obligation

upon the plan proponent to comply with section 1125 of the Bankruptcy Code with respect to a

modified plan. Section 1127(£)(2) of the Bankruptcy Code also cautions that "[t]he plan, as

modified, shall become the plan only after there has been disclosure under section 1125 as the

court may direct, notice and a hearing, and such modification is approved." 11 Thus, out of an

abundance of caution, the Debtors request approval of the Disclosure Statement Supplement,

9 11 U.S.C. § l 127(a).

10 See 11 U.S.C. § l 127(c), (f)(2) .

I I 11 U.S.C. § l 127(f)(2).

13



together with the existing Disclosure Statement, as containing adequate disclosure for purposes of

sections 1125 and 1127 of the Bankruptcy Code with respect to the Fourth Amended Plan.

25. Pursuant to section 1125 of the Bankruptcy Code, the proponent of a proposed

chapter 11 plan must provide "adequate information" regarding that plan to holders of impaired

claims or interests entitled to vote on the plan. Specifically, section 1125(a)(l) of the Bankruptcy

Code provides, in relevant part, as follows :

' [A]dequate information ' means information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor ' s books and records, including a discussion of the potential material Federal tax consequences of the plan to the debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests in the case, that would enable such a hypothetical investor of the relevant class to make an informed judgment about the plan.

26. The primary purpose of a disclosure statement is to provide all material information

that creditors and interest holders affected by a proposed plan need to make an informed decision

regarding whether or not to vote for the plan. See, e.g., Century Glove, Inc. v. First Am. Bank of

N Y, 860 F.2d 94, 100 (3d Cir. 1988) ("[Section] 1125 seeks to guarantee a minimum amount of

information to the creditor asked for its vote."); In re Monnier Bros., 755 F.2d 1336, 1342 (8th Cir.

1985) ("The primary purpose of a disclosure statement is to give the creditors the information they

need to decide whether to accept the plan."); In re Phx. Petroleum, Co., 278 B.R. 385, 392 (Bankr.

E.D. Pa. 2001) ("[T]he general purpose of the disclosure statement is to provide ' adequate

information ' to enable 'impaired ' classes of creditors and interest holders to make an informed

judgment about the proposed plan and determine whether to vote in favor of or against that plan.");

In re Unichem Corp. , 72 B.R. 95, 97 (Bankr. N.D. Ill. 1987) ("The primary purpose of a disclosure

statement is to provide all material information which creditors and equity security holders affected

by the plan need in order to make an intelligent decision whether to vote for or against the plan.").

14



Congress intended that such informed judgments would be needed to both negotiate the terms of,

and vote on, a plan ofreorganization. Century Glove, Inc., 860 F.2d at 100.

27. "Adequate information" is a flexible standard, based on the facts and circumstances

of each case. 11 U.S.C. § 1125(a)(l) ('" [A]dequate information' means information of a kind, and

in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor

and the condition of the debtor 's books and records."); see also Oneida Motor Freight, Inc. v.

United Jersey Bank, 848 F.2d 414,417 (3d Cir. 1988) ("From the legislative history of§ 1125 we

discern that adequate information will be determined by the facts and circumstances of each

case."); First Am. Bank of NY v. Century Glove, Inc., 81 B.R. 274,279 (D. Del. 1988) (noting

that adequacy of disclosure for a particular debtor will be determined based on how much

information is available from outside sources); S. Rep. No. 95-989, at 121 (1978), reprinted in

1978 U.S.C.C.A.N. 5787, 5907 ("The information required wi11 necessarily be governed by the

circumstances of the case.").

28. Courts in the Fifth Circuit acknowledge that determining what constitutes

"adequate information" for the purpose of satisfying section 1125 of the Bankruptcy Code resides

within the broad discretion of the court. See, e.g., Mabey v. Southwestern Elec. Power Co. (In re

Cajun Elec. Power Coop. , Inc.), 150 F.3d 503 , 518 (5th Cir. 1998) (internal citations omitted),

cert. denied, 526 U.S. 1144 (1999) ("The legislative history of§ 1125 indicates that, in

determining what constitutes ' adequate information' with respect to a particular disclosure

statement, ' [b ]oth the kind and form of information are left essentially to the judicial discretion of

the court' and that ' [t]he information required will necessarily be governed by the circumstances

of the case."'); Tex. Extrusion Corp. v. Lockheed Corp. (In re Tex. Extrusion C01p.), 844 F.2d

1142, 1157 (5th Cir. 1988) ("The determination of what is adequate information is subjective and

15



made on a case by case basis. This determination is largely within the discretion of the bankruptcy

court."). Accordingly, the determination of whether a disclosure statement contains adequate

information must be made on a case-by-case basis, focusing on the unique facts and circumstances

of each case. See Phx. Petroleum, 278 B.R. at 393 .

29. As noted above, the Court entered the Disclosure Statement Order, approving the

Disclosure Statement as containing adequate information and authorizing the Debtors to solicit

votes on the Third Amended Plan based upon the adequacy of the Disclosure Statement.

The Debtors have supplemented the Disclosure Statement by preparing the Disclosure Statement

Supplement, which is attached as Exhibit A. The Disclosure Statement Supplement provides a

summary of the principal modifications reflected in the Fourth Amended Plan and contains

additional discussion of the risk factors associated therewith. Specifically, the Disclosure

Statement Supplement provides a detailed description of, among other things:

• developments in these chapter 11 cases since the Disclosure Statement was approved (see Disclosure Statement Supplement, Art. I.A);

• the Plan Modifications (see Disclosure Statement Supplement, Art. ID;

• relevant dates and deadlines with respect to the Debtors ' continued solicitation and plan confirmation timeline (see Disclosure Statement Supplement, Art. III) ; and

• additional risk factors related to the Plan Modifications and disclosures (see Disclosure Statement Supplement, Art. IV).

30. The Disclosure Statement Supplement provides the necessary information to

Holders of Claims or Interests entitled to vote on the Fourth Amended Plan, while also avoiding

the cost associated with preparing and circulating a revised disclosure statement that would merely

replicate the many unchanged terms of the Third Amended Plan (which Holders of Claims and

Interests will already be receiving) and the Disclosure Statement. Therefore, the Disclosure

16



Statement, as modified by the Disclosure Statement Supplement, satisfies the requirements of

sections 1125, 1127(c), and 1127(£)(2) of the Bankruptcy Code.

II. Approval of Dates and Procedures Applicable to the Solicitation Process.

A. Continued Solicitation of Votes.

31. Bankruptcy Rule 3017 ( d) specifies the materials to be distributed to holders of

eligible claims and interests upon approval of a disclosure statement. Such materials generally

include the plan or a court-approved summary of the plan, the court approved disclosure statement,

notice of the voting deadline, and "any other information as the court may direct. " 12 Section 105

of the Bankruptcy Code grants courts broad authority to enter any order or judgment "necessary

or appropriate to carry out the provisions of the Bankruptcy Code."13

32. The Debtors will use commercially reasonable efforts to cause the Notice and

Claims Agent to distribute the Supplemental Solicitation Package to holders of Claims and

Interests entitled to vote on the Fourth Amended Plan on or as soon as reasonably practicable after

the Supplemental Solicitation Deadline of February 12, 2021 , in accordance with the Voting and

Solicitation Procedures as approved by the Disclosure Statement Order.

33 . Each Supplemental Solicitation Package to be mailed will contain:

• the Disclosure Statement Supplement, including the Fourth Amended Plan and a redline highlighting the Plan Modifications;

• the Solicitation Extension Notice; and

• the Modified Confirmation Hearing Notice.

12 See Fed. R. Bankr. P. 3017(d).

13 11 U.S.C. § 1 OS(a).

17



34. The Debtors request that the Court approve the transmission of the Supplemental

Solicitation Packages for dissemination to Holders of Claims and Interests entitled to vote to accept

or reject the Fourth Amended Plan.

35. Whether a plan proponent is required to resolicit a claimant depends on the

substance of the modification. For example, Courts have held that a plan modification that

beneficially modifies treatment of certain claims, provides for the partial dilution of a creditor

class 's previous equity distribution, adds or removes certain parties from release provisions, or

carves out certain claims from injunctions, were not material modifications and did not require

resolicitation. In re TLC Vision (USA) C01p. , No. 09-14473 (KG), 2010 WL 2822008, at *3

(Bankr. D. Del. May 6,201 O) ; see also In re American Solar King Corp., 90 B.R. 808, 824 (Bankr.

W.D. Texas Sept. 1, 1988) ("Because the modification would not trigger reconsideration, the

requisites of Section 1127( c) are satisfied by the existing disclosure statement."). Further, Courts

have held that where a plan modification provided certain benefits to one group of claimants, while

only adversely affecting certain consenting parties, no resolicitation was required. See In re Aleris

Intern. , Inc., No. 09-10478 (BLS), 2010 WL 3492664, at *31-32 (Bankr. D. Del. May 13, 2010).

Further, Bankruptcy Rule 3019, which relates to modification of an accepted plan, allows an

adversely affected creditor to accept a modification "in writing." Bankr. R. 3019(a).

36. The Debtors are proposing the continued solicitation and noticing described herein

solely out of an abundance of caution. Compared to the Third Amended Plan, the Fourth Amended

Plan provides for improved recoveries for Holders of Credit Facility Claims. Further, a sufficient

number of Holder of Senior Notes Claims have agreed to the Amended RSA that binds them to

support the Fourth Amended Plan such that all Classes of Senior Notes Claims could arguably be

deemed to have accepted the Plan Modifications in writing. Regardless, the Debtors are proposing

18



a solicitation of Holders of Credit Facility Claims and the distribution of the Noteholders ' Notice

to Holders of Senior Notes Claims to ensure due process is afforded to all parties.

3 7. The primary effect of the Plan Modifications was to allow consenting Holders of

Credit Facility Claims to participate, if they elected, in the Rights Offering and backstop.

This impacted the recoveries of Holders of Senior Notes Claims and Holders of Credit Facility

Claims. Recoveries and the form of recoveries for the Debtors ' other stakeholders remain

substantially unchanged. In fact, because the Amended RSA will resolve many of the ongoing

disputes, including the potential confirmation objections of the Holders of Credit Facility Claims,

the decreased administrative expenses from avoiding such litigation will benefit the

Debtors ' estates, their creditors, and all parties in interest.

38. The Debtors request that the Solicitation and Voting Procedures approved in

connection with the Disclosure Statement Order govern the solicitation and counting of votes

regarding the Fourth Amended Plan, except as particularly amended and superseded by the

Continued Solicitation Order. In particular, the Debtors request that entry of the Continued

Solicitation Order constitute authority from the Bankruptcy Court to change a vote in a previously

submitted Ballot by submission of a subsequent Ballot in accordance with section D.3(f) of the

Solicitation and Voting Procedures. 14

III. Modifications to Confirmation Schedule

39. The Debtors anticipate that if the Disclosure Statement Supplement is approved on

February 11 , 2021 , they will be able to commence solicitation by February 12, 2021, and are

therefore seeking to establish such date, or as soon as reasonably practicable thereafter, as the

14 Section D.3(f) of the Solicitation and Voting Procedures sets forth that if multiple Ballots are received from the same Holder with respect to the same Claim prior to the Voting Deadline, the last properly executed Ballot timely received will be deemed to reflect that voter's intent and will supersede and revoke any prior received Ballot.

19



deadline for the Debtors to commence such solicitation. In light of this supplemental solicitation,

the Debtors are also seeking to extend the following deadlines established by the Disclosure

Statement Order, as such date may be extended, in accordance with the Solicitation and Voting

Procedures previously approved by the Court pursuant to the Disclosure Statement Order: (i) the

deadline for non-Backstop Parties to revoke their Rights Offering subscription to be

February 23, 2021, at 5:00 p.m., prevailing Central Time; (ii) the Voting Deadline to be

February 25, 2021, at 5:00 p.m., prevailing Central Time; (iii) the Plan Objection Deadline,

solely with respect to the Plan Modifications, to be February 25, 2021, at 5:00 p.m., prevailing

Central Time; (iv) the Deadline to File the Confirmation Brief to be March 1, 2021, at 5:00 p.m.,

prevailing Central Time; (v) the Deadline to File the Voting Report to be March 1, 2021, at

5:00 p.m., prevailing Central Time; and (vi) the Confirmation Hearing Date to be

March 3, 2021, at 1:30 p.m., prevailing Central Time. At this time, the Debtors are not seeking

modification of any of the other dates or deadlines established by the Disclosure Statement Order.

This modified timeline will provide all parties in interest ample time to review the Fourth Amended

Plan and the Disclosure Statement Supplement and to respond accordingly.

40. Notice of the Plan Objection Deadline and Confirmation Hearing Date will be

included in the Supplemental Solicitation Packages mailed to all Holders of Claims and Interests

entitled to vote to accept or reject the Fourth Amended Plan, will be filed on the docket of these

chapter 11 cases and served on the Notice Parties (as defined below), and will be posted to the

Debtors ' restructuring website at http://cases.stretto.comNalaris. In addition, the Debtors will

serve the Solicitation Extension Notice on all Holders of Claims and Interests entitled to vote on

the Third Amended Plan and the Modified Confirmation Hearing on all creditors entitled to receive

20



notice of the Confirmation Hearing. The Debtors submit that such notice is appropriate under the

circumstances and no other notice need be provided.

IV. Payment of the Amended RSA Fees and Expenses.

41. Under the Bankruptcy Code, debtors are permitted to use, sell, or lease property in

the ordinary course of business without court approval. Further, section 363(b) of the Bankruptcy

Code, provides authority, after notice and a hearing, to use, sell, or lease property outside of the

ordinary course of business. 15 Whether deemed to be in or outside of the ordinary course of

business, payment of the Amended RSA Fees and Expenses is appropriate under the circumstances

and should be approved.

42. Fifth Circuit courts have granted a debtor' s request to use property of the estate

outside of the ordinary course of business upon a finding that such use is supported by sound

business reasons. See, e.g., Institutional Creditors of Continental Air Lines, Inc. v. Continental

Air Lines, Inc. (In re Continental Air Lines), 780 F.2d 1223, 1226 (5th Cir. 1986) ("[F]or a

debtor-in-possession or trustee to satisfy its fiduciary duty to the debtor, creditors and equity

holders, there must be some articulated business justification for using, selling, or leasing the

property outside the ordinary course of business."); In re Asarco, L.L.C. , 650 F.3d 593, 601

(5th Cir. 2011) ajf'g 441 B.R. 813, 824 (S.D. Tex. 2010) ("Section 363 of the Bankruptcy Code

addresses the debtor ' s use of property of the estate and incorporates a business judgment

standard.").

43. Authority to pay the Amended RSA Fees and Expenses reflects a sound exercise of

the Debtors ' business judgment and is in the best interests of the Debtors, their estates, and all

stakeholders. The payment of the Amended RSA Fees and Expenses was a heavily negotiated

15 See 11 U.S.C. §363(b)(l) .

21



aspect of global resolution reached with the RCF Lenders and the Ad Hoc Group, and the

agreement to make such payments in the ordinary course was a major inducement for the RCF

Agent to withdraw its objections to Confirmation and its Motion Challenging the Reasonableness

of Fees and Expenses of Counsel to the Ad Hoc Group of Unsecured Noteho lders [Docket No. 741]

and to abstain from further objections to the payment of the Ad Hoc Group's professional fees .

This consideration will provide the Debtors with significant savings in the payment of their own

professionals ' fees by avoiding extended litigation with the RCF Lenders.

44. For the reasons set forth above, payment of the Amended RSA Fees and Expenses

1s a sound exercise of the Debtors ' business judgment and, to the extent such payments are

considered to be outside of the ordinary course of business, should be approved under section 363

of the Bankruptcy Code.

Emergency Relief

45 . The Debtors request emergency consideration of this Motion. As set forth in this

Motion, the Court ' s immediate approval of the Disclosure Statement Supplement and the related

Continued Solicitation Order is critical given the increased consensus around the Fourth Amended

Plan, the recently completed solicitation of the Third Amended Plan, and the confirmation

proceedings presently scheduled to begin on February 11 , 2021. Any delay could hinder the

Debtors' ability to effectively and efficiently move these chapter 11 cases to their successful

conclusion. The Debtors have already mailed Solicitation Packages to Holders of Claims and

Interests who are eligible to vote on the Plan; the relief requested in the Motion adds a short

supplement to that disclosure, which stakeholders would be benefited from receiving promptly.

Importantly, counsel for the Holders of Claims most affected by the Plan Modifications

(i.e., Holders of the Credit Facility Claims and the Senior Notes Claims), have been heavily

involved in the negotiations of the Amended RSA and support the relief requested in this Motion.

22



Therefore, those Holders have been adequately represented and will neither suffer from the

shortened notice period nor have their interests unprotected. For these reasons, conducting a

hearing on the Motion on less than 28 days ' notice is appropriate pursuant to Bankruptcy

Rule 3017, and the Debtors request that the Court approve the relief requested in this Motion on

an emergency basis.

Notice

46. The Debtors will provide notice of this Motion to: (a) the Office of the United

States Trustee for the Southern District of Texas; (b) counsel to the Committee; ( c) the

administrative agent under the Debtors' revolving credit facility, and its counsel; ( d) the indenture

trustees for each of the Debtors' unsecured notes, and their respective counsel; ( e) the Office of

the United States Attorney for the Southern District of Texas; (f) the state attorneys general for

states in which the Debtors conduct business; (g) the Internal Revenue Service; (h) the Securities

and Exchange Commission; (i) the Environmental Protection Agency and similar state

environmental agencies for states in which the Debtors conduct business; (i) any party that has

requested notice pursuant to Bankruptcy Rule 2002; and (k) any other party entitled to notice

pursuant to Bankruptcy Local Rule 9013-1 ( d) . In light of the nature of the relief requested, no

further notice is required.

23



The Debtors request that the Court enter the Continued Solicitation Order, substantially in

the attached form, granting the relief requested in this Motion and granting such other and further

relief as is appropriate under the circumstances.

Houston, Texas February 6, 2021

Isl Matthew D. Cavenaugh JACKSON WALKER L.L.P. Matthew D. Cavenaugh (TX Bar No. 24062656) Kristhy M. Peguero (TX Bar No. 24102776) Genevieve Graham (TX Bar No. 24085340) 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (7 13) 752-4200 Facsimile: (713) 752-4221 Email: rncavenaugh@j w.com



24






Certificate of Accuracv

I certify that the foregoing statements are true and accurate to the best of my knowledge. This statement is being made pursuant to Bankruptcy Local Rule 9013-l(i).

Isl Matthew D. Cavenaugh Matthew D. Cavenaugh

Certificate of Service

I certify that on February 6, 2021 , 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.

Isl Matthew D. Cavenaugh Matthew D. Cavenaugh


Case 20-34114 Document 1030-1 Filed in TXSB on 02/06/21 Page 1 of 183

In re:

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

) ) Chapter 11 )

V ALARIS PLC, et al., 1 ) Case No. 20-34114 (MI)

Debtors.

--------------------

) ) (Jointly Administered) ) ) Re: Docket No.

ORDER (I) APPROVING THE DEBTORS' CONTINUED SOLICITATION OF THE FOURTH AMENDED PLAN AND

THE ADEQUACY OF THE SUPPLEMENTAL DISCLOSURE STATEMENT IN CONNECTION THEREWITH, (II) MODIFYING CERTAIN PLAN CONFIRMATION

DEADLINES AND PROCEDURES, AND (Ill) GRANTING RELATED RELIEF

Upon the motion (the "Motion")2 of the above-captioned debtors and debtors in possession

( collectively, the "Debtors") for entry of an order (this "Order") approving, ( a) the adequacy of the

Disclosure Statement Supplement Relating to the Fourth Amended Joint Chapter 11 Plan of

Reorganization of Valaris pie and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy

Code [Docket No. [_]] (the "Disclosure Statement Supplement"), (b) the Supplemental

Solicitation Deadline, the Voting Deadline, and other dates related to confirmation; (c) the form

of the Supplemental Solicitation Packages and the materials contained therein; ( d) the Continued

Solicitation and Voting Procedures; (e) the payment of the Amended RSA Fees and Expenses;

(f) the Modified Confirmation Hearing Notice; and (f) the Solicitation Extension Notice, all as

A complete list of each 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.comNalaris. 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.

Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.



more fully set forth in the Motion; and this Court having jurisdiction over this matter pursuant to

28 U.S .C. § 1334; and this Court having found that this is a core proceeding pursuant to

28 U.S.C. § 157(b)(2); and this Court having found that it may enter a final order consistent with

Article III of the United States Constitution; and this Court having found that venue of this

proceeding and the Motion in this district is permissible pursuant to 28 U.S.C. §§ 1408 and 1409;

and this Court having found that the relief requested in the Motion is in the best interests of the

Debtors ' estates, their creditors, and other parties in interest; and this Court having found that the

Debtors ' notice of the Motion and opportunity for a hearing on the Motion were appropriate under

the circumstances and no other notice need be provided; and this Court having reviewed the

Motion and having heard the statements in support of the relief requested therein at a hearing

before this Court (the "Hearing"); and this Court having determined that the legal and factual bases

set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and

upon all of the proceedings had before this Court; and after due deliberation and sufficient cause

appearing therefor, it is HEREBY ORDERED THAT:

I. Approval of the Disclosure Statement as Supplemented by the Disclosure Statement Supplement

1. The Disclosure Statement (including all applicable exhibits thereto) as

supplemented by the Disclosure Statement Supplement is hereby approved as providing Holders

of Claims or Interests entitled to vote on the Fourth Amended Plan with adequate information to

make an informed decision as to whether to vote to accept or reject the Fourth Amended Plan in

accordance with section 1125(a)(l) of the Bankruptcy Code, and providing Holders of Claims,

· Holders of Interests, and other parties in interest with sufficient notice of the injunction,

exculpation, and release provisions contained in Article VIII of the Fourth Amended Plan, in

satisfaction of the requirements of Bankruptcy Rule 3016(c).

2



II. Approval of the Materials and Timeline for Soliciting Votes

A. Approval of Key Dates and Deadlines with Respect to the Disclosure Statement Supplement and Fourth Amended Plan

2. The following dates are hereby established (subject to modification as necessary)

with respect to the solicitation of votes to accept, and voting on, the Fourth Amended Plan, and

amend and supersede the dates and deadlines set forth in the Solicitation and Voting Procedures,

which otherwise govern the solicitation of votes to accept, and voting on, the Fourth Amended

Plan, except as otherwise set forth in this Order:

a. February 12, 2021 , or as soon as reasonably practicable thereafter, as the date by which the Debtors shall distribute Supplemental Solicitation Packages to Holders of Claims and Interests entitled to vote to accept or reject the Fourth Amended Plan (the "Supplemental Solicitation Deadline");

b . February 23, 2021, at 5:00 p.m., prevailing Central Time as the date by which any non-Backstop Parties who previously subscribed to the Rights Offering must revoke their subscriptions if they so desire;

c. Februarv 25, 2021, at 5:00 p.m., prevailing Central Time as the date all Holders of Claims or Interests entitled to vote on the Plan must complete, execute, and return their Ballots so that they are actually received by the Notice and Claims Agent pursuant to the Solicitation and Voting Procedures by such date (the "Voting Deadline");

d. February 25, 2021, at 5:00 p.m., prevailing Central Time as the date by which any objections to Confirmation based on the Plan Modifications must be filed (the "Plan Objection Deadline") ;3

e. March 1, 2021, at 5:00 p.m., prevailing Central Time as the date the Debtors shall file their brief in support of Confirmation and in response to objections thereto (the "Confirmation Brief Deadline");

f. March 1, 2021, at 5:00 p.m., prevailing Central Time as the date by which the report tabulating the voting on the Plan (the "Voting

The original Plan Objection Deadline expired February 3, 2021 at 4:00 p.m., prevailing Central Time. The extended deadline applies solely to the Plan Modifications.

3



Report") shall be filed with the Court (the "Deadline to File Voting Report");

g. March 3, 2021, at 1:30 p.m., prevailing Central Time as the date of the hearing at which the Court will consider Confirmation (the "Confirmation Hearing Date");

B. Approval of the Form of, and Distribution of, Supplemental Solicitation Packages to Holders of Credit Facility Claims entitled to vote to accept or reject the Fourth Amended Plan

3. The Supplemental Solicitation Package shall include the following, the form of

each of which is hereby approved:

a. the Disclosure Statement Supplement, including the Fourth Amended Plan and a redline highlighting the Plan Modifications, substantially in the form attached to this Order as Exhibit A;

b. the Solicitation Extension Notice, substantially in the form attached to this Order as Exhibit B; and

c. the Modified Confirmation Hearing Notice, substantially in the form attached to this Order as Exhibit C.

4. The Supplemental Solicitation Packages, as supplementing the Solicitation

Packages, provide Holders of Claims and Interests entitled to vote to accept or reject the Fourth

Amended Plan with adequate information to make informed decisions with respect to voting on

the Plan in accordance with Bankruptcy Rules 2002(b) and 3017(d), and the Bankruptcy Code.

5. The Debtors shall distribute Supplemental Solicitation Packages to all Holders of

Claims and Interests entitled to vote on the Fourth Amended Plan on or before the Supplemental

Solicitation Deadline. Such service shall satisfy the requirements of the Bankruptcy Code, the

Bankruptcy Rules, and the Bankruptcy Local Rules.

6. On or before the Supplemental Solicitation Deadline, the Debtors (through their

Notice and Claims Agent) shall provide complete Supplemental Solicitation Packages to the

U.S. Trustee and to all parties on the 2002 List as of the Voting Record Date. In addition, the

4



Debtors shall serve the Solicitation Extension Notice upon all Holders of Claims and Interests

entitled to vote on the Fourth Amended Plan and the Modified Confirmation Hearing Notice on

all parties entitled to notice of the Confirmation Hearing.

7. The Notice and Claims Agent is authorized to assist the Debtors in: (a) distributing

the Supplemental Solicitation Package; (b) distributing the Solicitation Extension Notice and the

Modified Confirmation Hearing Notice; (c) receiving, tabulating, and reporting on Ballots cast to

accept or reject the Plan by Holders of Claims or Interests against the Debtors; (d) responding to

inquiries from Holders of Claims and Interests and other parties in interest relating to the

Disclosure Statement, Disclosure Statement Supplement, the Fourth Amended Plan, the

Supplemental Solicitation Packages, and all other related documents and matters related thereto,

including the procedures and requirements for voting to accept or reject the Fourth Amended Plan

and for objecting to the Fourth Amended Plan; (e) soliciting votes on the Fourth Amended Plan;

and (f) if necessary, contacting creditors regarding the Fourth Amended Plan.

8. The Notice and Claims Agent is also authorized to accept Ballots, including Ballots

distributed in connection with the Fourth Amended Plan, via electronic online transmission solely

through a customized online balloting portal on the Debtors ' case website. The encrypted ballot

data and audit trail created by such electronic submission shall become part of the record of any

Ballot submitted in this manner and the creditor's electronic signature will be deemed to be

immediately legally valid and effective. Ballots submitted via the customized online balloting

portal shall be deemed to contain an original signature.

9. Any Ballot that is submitted in connection with solicitation of the Fourth Amended

Plan will be deemed to supersede any prior Ballot submitted by the same party, regardless of

whether the Ballot changes the vote of a previously-filed Ballot. Holders of Claims or Interests

5


Case 20-34114 Document 1030-1 Filed in TXSB on 02/0b/Ll fJage o or lts.5

entitled to vote are hereby authorized to change the vote in a previously cast Ballot as distributed

in connection with the Debtors ' solicitation of the Third Amended Plan from acceptance to

rejection or from rejection to acceptance by submitting a Ballot as distributed in connection with

the Debtors ' solicitation of the Fourth Amended Plan. Any Ballot that has been or will be

submitted in connection with the Debtors ' solicitation of the Third Amended Plan that is not

superseded by a later-filed Ballot distributed in connection with the Debtors ' solicitation of the

Fourth Amended Plan will be deemed to reflect that voter 's intent with respect to the Fourth

Amended Plan.

III. Objections to the Fourth Amended Plan

10. Objections to the Fourth Amended Plan, if any, shall: (a) be in writing; (b) conform

to the Bankruptcy Rules and the Bankruptcy Local Rules; ( c) state the name and address of the

objecting party and the amount and nature of such party' s Claim or Interest; (d) state with

particularity the basis and nature of any objection to the Fourth Amended Plan; (e) propose a

modification to the Fourth Amended Plan that would resolve such objection (if applicable); and

(f) be filed, contemporaneously with a proof of service, with the Court.

11 . Any objections to confirmation of the Fourth Amended Plan not timely filed and

served in the manner set forth above shall not be considered and shall be overruled.

12. All other procedures previously approved in the Disclosure Statement Order, and

not otherwise modified by this Order, remain in effect and binding; provided that in the event of

any inconsistency between this Order and the Disclosure Statement Order, this Order shall control

in all respects.

13. The Debtors are authorized to modify the Rights Offering Materials or adopt any

additional detailed procedures, consistent with the provisions of the Rights Offering Procedures

6


case 20-34114 Document 1030-1 Filed in TXSB on 02/06/21 Page 7 of 183

and the consent rights in the Amended RSA, to effectuate the Rights Offering and to issue the

Subscription Rights as modified pursuant to the Amended RSA and the Fourth Amended Plan.

14. The Debtors are authorized to make non-substantive changes to the Disclosure

Statement Supplement, the Fourth Amended Plan, and related documents without further order of

the Court, including without limitation, changes to correct typographical and grammatical errors

and to make conforming changes among the Disclosure Statement Supplement, the Fourth

Amended Plan, and any other related materials prior to the distribution of the Supplemental

Solicitation Packages.

IV. Fee Matters

15. The Debtors are authorized to pay, in cash and on a current basis, all reasonable

and documented unpaid fees and expenses of the Credit Facility Agent Advisors (as defined in the

Amended RSA), the Consenting Noteholder Advisors (as defmed in the Amended RSA), and the

professionals retained by the Initial Backstop Parties (as defmed in the Backstop Agreement), and

the Rowan Ad Hoc Group Fees (as defmed in the Amended RSA), whether incurred prior to, on,

or after the Petition Date ( collectively, the "Amended RSA Fees and Expenses"). Payment of all

Amended RSA Fees and Expenses shall not be subject to further review or allowance by the Court.

The invoices for such Amended RSA Fees and Expenses shall not be required to comply with the

U.S. Trustee fee guidelines, but shall include the number of hours billed by the applicable

professional (except for financial advisors compensated on other than an hourly basis) and a

summary statement of services provided and the expenses incurred (which shall not be required to

contain time entries and which may be redacted or modified to the extent necessary to delete any

information subject to the attorney-client privilege, any information constituting attorney work

product, or any other confidential information, and the provision of such invoices shall not

constitute any waiver of the attorney-client privilege or of any benefits of the attorney work

7


Case 20-34114 Document 1030-1 Filed in TXSB on 02/06/21 Page~ ot l~J

product doctrine), and shall be provided to counsel to the Debtors, with a copy to counsel to the

Committee and the U.S. Trustee (the "Fee Notice Parties") and counsel to the RCF Agent and the

Ad Hoc Group; provided, however, that the Debtors reserve their rights to request additional detail

regarding the services rendered and expenses incurred by such professionals, subject to any

attorney-client privilege limitations. If no objection to payment of the requested fees and expenses

is made in writing by any of the Fee Notice Parties within ten calendar days after delivery of such

invoices (the "Fee Objection Period"), then, without further order of, or application to, the Court

or notice to any other party, such fees and expenses shall be promptly paid by the Debtors and, in

any case, within ten business days. Any objection to payment of the requested fees and expenses

shall be limited to reasonableness and no objection shall be made on any other basis. If any

objection (solely as to reasonableness) is made by any of the Fee Notice Parties within the Fee

Objection Period to payment of the requested fees and expenses, or if a motion challenging the

reasonableness of such fees and expenses is filed by the RCF Agent or the Ad Hoc Group within

the Fee Objection Period, then only the disp:uted portion of such fees and expenses shall not be

paid until the objection or motion is resolved by the applicable parties in good faith or by order of

the Court, and the undisputed portion shall be promptly paid by the Debtors. Payments of any

amounts set forth in this paragraph 15 shall not be subject to recharacterization, subordination, or

disgorgement.

16. The Motion Challenging the Reasonableness of Fees and Expenses of Counsel to

the Ad Hoc Group of Unsecured Noteholders [Docket No. 741] shall be deemed withdrawn upon

the entry of this Order.

1 7. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Order in accordance with the Motion.

8



18. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Order.

Dated: ____ , 2021 Houston, Texas MARVIN ISGUR

UNITED STATES BANKRUPTCY JUDGE

9


The exhibits to this pleading can be accessed free of charge at the Debtors ' restructuring website:

https://cases.stretto.com/valaris


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