SEC Form SC 13D/A filed by Valaris Limited (Amendment)

Valaris Limited

(Name of Issuer)

Common Shares, $0.01 par value

(Title of Class of Securities)

G9460G101

(CUSIP Number)

Famatown Finance Limited

c/o Seatankers Management Co. Ltd

Deana Beach Apartments,  Block 1, 4th Floor,

33 Promachon Eleftherias Street

Ayios Athanasios

4103 Limassol

Cyprus

Attn: Spyros Episkopou

+ (357) 25-858-300

with a copy to:

Keith J. Billotti, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
+1  (212) 574-1200

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

June 7, 2023

(Date of Event Which Requires Filing of this Statement)

1.

NAME OF REPORTING PERSONS

 

 

Famatown Finance Limited

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) [X]

 

 

(b) [_]

 

 

 

3.

SEC USE ONLY

 

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

WC

 

 

 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[_]

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

Cyprus

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7.

SOLE VOTING POWER

 

 

 

 

 

0

 

 

 

 

8.

SHARED VOTING POWER

 

 

 

 

 

5,390,153

 

 

 

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

0

 

 

 

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

5,390,153

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 

 

PERSON

 

 

 

 

 

5,390,153

 

 

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

 

CERTAIN SHARES

[_]

 

 

 

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

7.17 %

 

 

 

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

CO

 

1.

NAME OF REPORTING PERSONS

 

 

Greenwich Holdings Limited

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

 

(a) [X]

 

(b) [_]

 

 

 

3.

SEC USE ONLY

 

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

OO

 

 

 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[_]

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

Cyprus

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

7.

SOLE VOTING POWER

 

 

 

 

 

0

 

 

 

 

8.

SHARED VOTING POWER

 

 

 

 

 

5,390,153

 

 

 

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

0

 

 

 

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

5,390,153

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 

 

PERSON

 

 

 

 

 

5,390,153

 

 

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

 

CERTAIN SHARES

[_]

 

 

 

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

7.17%

 

 

 

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

CO

 

1.

NAME OF REPORTING PERSONS

 

 

C.K. Limited*

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

 

(a) [X]

 

 

(b) [_]

 

 

 

3.

SEC USE ONLY

 

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

OO

 

 

 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[_]

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

Jersey

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

7.

SOLE VOTING POWER

 

 

 

 

 

0

 

 

 

 

8.

SHARED VOTING POWER

 

 

 

 

 

5,390,153

 

 

 

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

0

 

 

 

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

5,390,153

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 

 

PERSON

 

 

 

 

 

5,390,153

 

 

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

 

CERTAIN SHARES

[_]

 

 

 

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

7.17%

 

 

 

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

CO

 

Item 1.

Security and Issuer.

 

 

 

This Amendment No. 3 is related to the Common Shares of the Issuer. The principal executive office of the Issuer is Clarendon House, 2 Church Street, Hamilton, Bermuda.

 

 

Item 2.

Identity and Background.

 

 

 

This Schedule 13D is being filed on behalf of the following:

(i)           Famatown;

(ii)         Greenwich Holdings; and

(iii)         C.K. Limited.

Famatown, Greenwich Holdings and C.K. Limited are collectively referred to as the “Reporting Persons.” Greenwich Holdings is the sole shareholder of Famatown. The shares of Famatown and Greenwich Holdings are indirectly held in the Trusts. C.K. Limited is the trustee of the Trusts. 

(a., b., c.
and f.)

 (i) The address of Famatown’s principal place of business is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus. The principal business of Famatown is acting as an investment holding company. The name, citizenship, present principal occupation of Famatown’s directors and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below. Famatown does not have any executive officers.

 

 Spyros Episkopou

Director

Mr. Episkopou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus. Mr. Episkopou is a resident of Cyprus.

 

Eirini Santhi Theocharous

Director

Mrs. Theocharous’ principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus. Mrs. Theocharous is a citizen of Cyprus.

 

Christophis Koufaris

Director

Mr. Koufaris’ principal business address is Iris House 840A, 8 John Kennedy Street, P.O. Box 53510, 3303 Limassol, Cyprus. Mr. Koufaris is a citizen of Cyprus.

 

(ii) The address of Greenwich Holdings’ principal place of business is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus. The principal business of Greenwich Holdings is acting as an investment holding company. The name, citizenship, present principal occupation of Greenwich Holdings’ directors and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below. Greenwich Holdings does not have any executive officers.

 

 Christophis Koufaris

Director

Mr. Koufaris’ principal business address is Iris House 840A, 8 John Kennedy Street, P.O. Box 53510, 3303 Limassol, Cyprus. Mr. Koufaris is a citizen of Cyprus.

 

Spyros Episkopou

Director

Mr. Episkopou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus. Mr. Episkopou is a resident of Cyprus.

 

Eirini Santhi Theocharous

Director

Mrs. Theocharous’ principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus. Mrs. Theocharous is a citizen of Cyprus.

 

Kyriacos Kazamias

Director

Mr. Kazamias’ principal business address is Georgiou Drossini 6, 4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.

 

(iii) The address of C.K. Limited’s principal place of business is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE4 2QP. The principal business of C.K. Limited is acting as trustee of the Trusts that indirectly hold all of the shares of Famatown and Greenwich Holdings. The name, citizenship, present principal occupation of C.K. Limited’s directors and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below. C.K Limited does not have any executive officers. 

 

Spyros Episkopou

Director

Mr. Episkopou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus. Mr. Episkopou is a resident of Cyprus.

 

Eirini Santhi Theocharous

Alternate Director to Spyros Episkopou

Mrs. Theocharous’ principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus. Mrs. Theocharous is a citizen of Cyprus.

 

JTC Directors Limited

Corporate Director

JTC Directors Limited’s business address is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE2 3QA. JTC Directors Limited is organized in Jersey.

 

Castle Directors Limited

Corporate Director

Castle Directors Limited’s principal business address is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE2 3QA. Castle Directors Limited is organized in Jersey.

(d. and e.)

To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2, has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

 

There are no material changes to the Schedule 13D.

Item 4.

Purpose of Transaction.

 

 

In accordance with the terms of the Support Agreement, representatives of the Reporting Persons plan to engage in discussions from time to time with the Board and management of the Issuer, other shareholders of the Issuer, consultants, financial advisors and other relevant parties that may include matters relating to the financial condition, strategy, business, assets, operations, control, extraordinary transactions, capital structure and strategic plans of the Issuer.  The Reporting Persons may effect transactions that would change the number of shares it may be deemed to beneficially own.  The Reporting Persons have acquired Common Shares for investment purposes.  The Reporting Persons evaluate their investment in the Common Shares on continual basis.  The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth above, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

 

 

 

Item 5.

Interest in Securities of the Issuer.

 

 

(a, b)

According to the Issuer’s quarterly report on Form 10-Q, which was filed with the Commission on May 2, 2023, there were 75,181,200 Common Shares issued and outstanding as of April 27, 2023.  The Reporting Persons report beneficial ownership of the following Common Shares:

Famatown may be deemed to be the owner of 5,390,153 Common Shares, constituting 7.17% of the Common Shares outstanding. Famatown has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 5,390,153 Common Shares. Famatown has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or to direct the disposition of 5,390,153 Common Shares.

Greenwich Holdings, through Famatown, may be deemed to be the beneficial owner of 5,390,153 Common Shares, constituting 7.17% of the Common Shares outstanding. Greenwich Holdings has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 5,390,153 Common Shares. Greenwich Holdings has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or to direct the disposition of 5,390,153 Common Shares.

C.K. Limited, through Greenwich Holdings, may be deemed to be the beneficial owner of 5,390,153 Common Shares, constituting 7.17% of Common Shares outstanding. C.K. Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 5,390,153 Common Shares. C.K. Limited has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or to direct the disposition of 5,390,153 Common Shares.

 

 

(c)

To the best of the Reporting Persons’ knowledge, no transactions in the Common Shares were effected in open market purchases by the Reporting Persons during the past 60 days.

 

 

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons.

 

 

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

 

 

The Reporting Person’s response to Item 4 is incorporated by reference into this Item 6.  To the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 with respect to any securities of the Issuer.

 

 

Item 7.

Material to be Filed as Exhibits.

 

 

 

Exhibit A – Joint Filing Agreement

Exhibit B – Support Agreement, dated as of December 9, 2021, among the Issuer, Famatown and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on December 9, 2021)

Exhibit C – Amendment to Support Agreement, dated as of January 25, 2023, among the Issuer, Famatown and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on January 27, 2023)

Exhibit D – Famatown Press Release, dated December 9, 2021 (incorporated by reference to Exhibit C of the original Schedule 13D filed by the Reporting Persons with the Commission on December 23, 2021)

Date: June 8, 2023 

 

 

 

FAMATOWN FINANCE LIMITED

 

 

 

 

By:

/s/ Spyros Episkopou

 

Name:

Spyros Episkopou

 

Title:

Director

 

 

 

 

GREENWICH HOLDINGS LIMITED

 

 

 

By:

/s/ Spyros Episkopou

 

Name:

Spyros Episkopou

 

Title:

Director

 

 

 

 

C.K. LIMITED

 

 

 

By:

/s/ Spyros Episkopou

 

Name:

Spyros Episkopou

 

Title:

Director

 

 

 

 

 

Date: June 8, 2023 

 

 

 

FAMATOWN FINANCE LIMITED

 

 

 

 

By:

/s/ Spyros Episkopou

 

Name:

Spyros Episkopou

 

Title:

Director

 

 

 

 

GREENWICH HOLDINGS LIMITED

 

 

 

By:

/s/ Spyros Episkopou

 

Name:

Spyros Episkopou

 

Title:

Director

 

 

 

 

 

 

 

C.K. LIMITED

 

 

 

By:

/s/ Spyros Episkopou

 

Name:

Spyros Episkopou

 

Title:

Director