13D Filings
Valaris Ltd
VAL
Amendment
Ownership

6.93%

Total Shares

4,797,337

Issuer CIK

314808

CUSIP

G9460G101

Event Date

Feb 8, 2026

Accepted

Feb 11, 2026, 05:29 PM

Reporting Persons (1)
NameType% of ClassAggregateSole VotingShared Voting
OAK HILL ADVISORS LP
Investment Adviser
6.93%4,797,33704,797,337
Disclosure Items (5)

Security Title

Common Shares, $0.01 par value per share

Issuer Name

Valaris Ltd

Issuer Address

CLARENDON HOUSE, HAMILTON, D0, HM 11

On February 9, 2026, the Issuer and Transocean Ltd., a Swiss corporation ("Transocean") entered into a Business Combination Agreement (the "Business Combination Agreement") providing for the combination of the Issuer and Transocean, pursuant to which, subject to the conditions of the Business Combination Agreement, Transocean will acquire of all the issued and outstanding Shares of the Issuer in exchange for shares of Transocean, par value $0.10 each (the "Transocean Shares"), at an exchange ratio of 15.235 Transocean Shares for each Share of the Issuer. The Business Combination will be effected by way of a court-approved scheme of arrangement between Issuer and the holders of the Shares pursuant to section 99 of the Companies Act 1981 of Bermuda, as amended, on the terms set out the Scheme Document. On February 9, 2026, in connection with the execution of the Business Combination Agreement, the Oak Hill Funds entered into a Support Agreement (the "Support Agreement") with Transocean providing for, on the terms and subject to the conditions thereof, that the Oak Hill Funds will vote the shares owned by them at the time of the Issuer's shareholder meeting (the "Support Shares") with respect to the Business Combination in favor of the transactions contemplated by the Business Combination Agreement. In addition, pursuant to the Support Agreement, the Oak Hill Funds agreed to certain transfer restrictions regarding the Support Shares during the term of the Support Agreement regarding a transfer to any person (A) that the Oak Hill Funds has actual knowledge is engaged in the business of providing offshore contract drilling services or (B) that the Oak Hill Funds has actual knowledge is acquiring the Support Shares in order to oppose the proposals to adopt the transactions contemplated by the Business Combination Agreement at any meeting of the shareholders of the Issuer. The Support Agreement does not restrict the Oak Hill Funds from engaging in or consummating or entering into any agreement, arrangement or understanding to engage in or consummate any open market transactions with respect to the Support Shares. The foregoing summary of the form of Support Agreement is not complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is attached as Exhibit 99.1 hereto.

Percentage of Class

See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Shares and percentages of the Shares beneficially owned by the Reporting Person. The percentage used in this Schedule 13D is calculated based upon 69,230,926 shares of Common Stock outstanding, as represented in the Business Combination Agreement, filed as Exhibit 2.1 to the periodic report on Form 8-K, filed by the Issuer on February 9, 2026.

Number of Shares

See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

Transactions

No transactions in the Shares have been effected by the Reporting Person in the past sixty (60) days.

Item 4 of this Amendment No. 2 is incorporated herein by reference. On June 13, 2025, Mr. Goldschmid received a grant of 5,358 RSUs in consideration for his services as a director of the Issuer. These RSUs will vest in full on the earlier of the first anniversary of the date of grant or the next annual meeting of the Issuer's shareholders. Pursuant to the policies of OHA, Mr. Goldschmid is deemed to hold the foregoing securities for the benefit of certain clients of OHA and accordingly holds no voting or investment control over the RSUs.

Exhibit 99.1: Support Agreement, dated February 9, 2026.

Valaris Ltd — Schedule 13D | 13D Filings