Valaris Limited (RIG) Earnings Call Transcript & Summary

Hello, and welcome, everyone joining today's Stronger Together Investor Call with Transocean and Valaris. [Operator Instructions] Please note, this call is being recorded, and we are standing by should you need any assistance. It is now my pleasure to turn the meeting over to David Keddington, Vice President and Treasurer at Transocean.

Thank you, Britney, and good morning, everyone. Welcome to our conference call to discuss today's exciting combination of Transocean and Valaris. Leading today's call will be Transocean President and CEO, Keelan Adamson; and Valaris President and CEO, Anton Dibowitz. In addition to the information contained in our press release, the 8-K filed this morning and the remarks that we shared on this call we'd like to direct you to the investor presentation available on both companies' website that contains more details of the transaction. Following our prepared comments, we will take your questions. [Operator Instructions] Before we begin, I'd like to remind everyone that today's call will include forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ materially please refer to our news release and SEC filings for more information. With that, I'll hand the call over to Transocean's CEO, Keelan Adamson.

Good morning, and thanks, everyone, for dialing in. I'm joined this morning by Valera's CEO, Anton Dibowitz and other members of our management team. We look forward to taking your questions following prepared remarks. Here's a quick snapshot of what we will cover today. First is deal rationale. This transformational combination creates significant value for shareholders and customers. Together, we will be a much stronger company as we advance our strategic priorities. Next, Anton will discuss how Valaris quality rig portfolio complements ours and the flexibility the combined company will provide our customers. And lastly, I'll conclude with an overview of expected transaction synergies and how they strengthen our ongoing cost reduction efforts. So let's get started. We believe that the combination of Transocean and Valaris will have significant benefits for shareholders and customers. It's also very well timed. We agree with the broadly held view that we are at the beginning of a multiyear up cycle in offshore drilling, our best-in-class fleet, people and customer service will clearly differentiate us from our peers. Customers will benefit from an enhanced offering of high-specification drillships and semisubmersibles as well as a modern jackup fleet. Our harsh environment rig portfolio is expanded and the ARO JV will allow us to reestablish a valued relationship with Saudi Aramco. Our reach will be extended across new and attractive geographies. Our combined people, processes and assets will enable our customers to achieve better project delivery and economics. Importantly, we see this as a highly strategic and well-timed acquisition that will deliver substantial value as we head into what we believe is a multiyear up cycle in offshore drilling. The implied premium in the transaction is about 10% to 20% over a 60- to 90-day period. We have identified deal-related cost synergies of more than $200 million in this all-stop transaction. Together, we will be a leaner, more profitable enterprise. Note that these savings are in addition to Transocean's ongoing cost reduction efforts. For the past century Transocean has led the drilling industry into new frontiers, expanding operating capabilities in the deepest waters and harshest environments. We will continue to deploy innovation and leading-edge technology to make our business even safer, more reliable and focused on exceeding customer expectations. The transaction enhances our role as an industry pacesetter supporting customers in their mission to efficiently develop resources around the world. I've consistently emphasized our strategic priorities and our commitment to advance these with urgency and agility in all that we do. We believe that today's transaction does just that. It checks all the boxes. It optimizes the value of differentiated assets, generates industry-leading cash flow and creates a strong full cycle capital structure. Transocean is a premier offshore operator. Our uptime performance last year was just shy of 98%. And more importantly, we have had 0 operational integrity events or lost time incidents. We pride ourselves on delivering high-performing, disciplined and predictable service to our customers and look forward to expanding that experience across a broader fleet. As you know, One of our top priorities has been strengthening our financial foundation. We know that our debt level negatively impacts our equity value. This transaction addresses that and our combined asset portfolio will be capable of generating significant cash to accelerate debt reduction. With a pro forma backlog of more than $10 billion, we have clear visibility on our future cash flow and we expect that our leverage ratio will drop to about 1.5x within 24 months of closing. We also expect our liquidity to improve and our cost of capital to decline. This transaction puts us in a great position for the future. Global oil demand is expected to increase. And in the context of declining production, the upstream industry is already moving to develop new fields and increased investment in offshore exploration. Forecasts call for a 150% increase in deepwater project sanctioning by the year-end 2027. Our combined fleet will be clearly differentiated to meet this demand. We will offer the most technologically advanced floater fleet in the business directed by experienced and proven personnel. For harsh environment work, we maintain 7 highly capable semisubmersibles and for deepwater, the pro forma company will include 24 seventh-gen drillships and 2 eighth-gen drillships. We will also operate a modern jackup fleet, 31 strong, 11 of which are designed for harsh environments. These assets provide a strategic presence in key shallow water geographies. We are excited to add jackups at this point in the cycle and expect to generate incremental cash flow as a result. This combination aligns with all of Transocean's strategic priorities while creating significant customer benefits and a pathway to a higher equity value for shareholders of both companies. Before I hand it over to Anton, let me thank all the employees that worked hard to get this deal done. But more importantly, for the dedication and commitment behind building 2 great companies. We are excited to welcome the Valaris team, and we will be stronger together on the road ahead. I'll turn it over to Anton to provide some thoughts. Anton.

Thanks, Keelan, and good morning all. I share Keelan's excitement for this transaction, which offers customers the most diverse fleet of premier drilling assets in the world. Together, we will have an optimized global footprint, the diversified fleet of high-quality assets, and a strong financial profile to support shareholder value creation. After careful consideration with the assistance of financial and legal advisers, our Board determined that this transaction represents the best path for the company and maximizes value for our shareholders. We are excited to reach an agreement that delivers meaningful value for Valaris shareholders who will benefit from their share of the synergies and have the opportunity to participate in the compelling and significant future upside potential of the combined company. Like Transocean, our culture is aligned around safety and customer service. Together, we joined 2 great cultures and create the best fleet in the business, bar none. Keelan and his team are an incredibly capable operators with a strong track record of value creation. Our confidence in the future of the combined company is underpinned by our aligned values and shared operating vision. I would like to thank our incredible employees for their safe and hard work every day as well as our customers around the world. I'm excited about the transaction and committed to ensuring the combined company is set up for success in this next chapter. I'll turn the call back to Keelan.

Thanks, Anton. Let me quickly hit the synergies before summarizing the key takeaways of this transaction. Transocean has been on a mission to safely lower costs. This is good for shareholders, and it's good for our customers. Prior to today's announcement, we had already reduced our cost structure by about $100 million and are on track to deliver another $150 million in savings in 2026. With Valaris, we've identified more than $200 million in annual deal-related synergies. When capitalized, this is expected to add more than $1.5 billion of value equal to roughly 15% of our combined market cap. . In closing, the merits of this transaction are clear. The transaction benefits customers and shareholders by creating a leading company well positioned for the up cycle in the offshore drilling business. Following close, the transaction will be accretive to free cash flow and earnings on a per share basis. It complements our ongoing cost-saving initiatives, and it establishes a significant backlog at $10 billion with attendant cash flow visibility to accelerate our debt reduction and strengthen our capital structure. We are focused on closing this transaction in the second half of 2026 and will immediately go to work to add value. This concludes our prepared remarks. We look forward to your questions. David?

Thank you, Keelan. We'll now open up the conference line for questions. .

[Operator Instructions] And our first question comes from Eddie Kim with Barclays.

Keelan and Anton, congratulations on this deal. I think a lot of people have been waiting for 1 final large M&A in the offshore drilling space, but I don't think Transocean acquiring Valaris was really on many people's radar. First, could you provide some background on how the transaction came together? And Keelan, specifically for you, Transocean became a pure-play deepwater driller when you sold your jackup fleet way back in 2017. Now you're acquiring a large fleet of jackups. Is now the right time to get back into the shallow water drilling market? Or is there maybe a thought to potentially part ways with that part of the fleet sometime in the future? Any thoughts there would be great.

Eddie, not -- wasn't expecting that question at all, thanks very much. Yes, we're -- I think, trying to consolidate in this business has been difficult for a while. And we've been watching our customers managed to achieve that and some parts of the supply chain as well. And so this was a great opportunity to put the right transaction at the right time with the right companies together. So we're really excited about the opportunity that's ahead of us here and the potential of the combination. I would say to you that the fleets of Valaris complement our fleet greatly. We're building a driller that is able to address any requirements in all water jets across the world. And we're really excited about that. We're building some scale. We're being able to position ourselves for this upcoming upcycle where the CapEx spend is going to increase across all sectors. And I really think the opportunity that's provided by the jackup fleet allows us to add more incremental cash to our business. So for us, it's all about ensuring that we can build a high-quality asset base that we can deliver outstanding performance to our customers generate industry-leading cash flow and delever our balance sheet.

Got it. Great. My follow-up is just on the regulatory environment as it relates to M&A. Is there any region where you'd anticipate some challenges in getting the deal over the finish line. Your primary kind of region of overlap is in Brazil. But even that doesn't look too bad in the context of how many rigs are drilling in the country right now. Just any thoughts on regulatory environment would be great.

Eddie, we've obviously done a comprehensive review of any potential regulatory issues, and we're very confident that there are none that are presented with this transaction.

Congrats on the deal again.

We'll move to Scott Gruber with Citi. .

Congrats on the deal to both teams. I have a question on the target leverage ratio, comfort in returning cash to shareholders. You mentioned a targeted ratio of about 1.5x within 24 months. Is that the ratio we would feel comfortable to begin returning cash to shareholders and how do you think about the right leverage ratio longer term?

Yes. Thanks for the question. I think we've been pretty consistent in our message with respect to our strategic priorities, which is to delever our capital structure, our balance sheet as fast as we can. And that will continue to be our main priority, especially with this transaction. This transaction obviously provides a huge opportunity for us to accelerate that process. And once we get to the right levels, we'll evaluate every option that's available to us at that time.

We'll move to Doug Becker with Capital One.

Sticking with the deleveraging team, what are the key assumptions beyond executing on the $10 billion of pro forma backlog to get to about 1.5x debt leverage as the target is.

I think when you look at our contract coverage across our combined fleet, we have a lot of that contract coverage in place to deliver that cash flow to generate -- to deliver us to 1.5x. So we're very comfortable with that coverage that's going to generate that cash flow.

So no heroic assumptions on recontracting, so encouraging. And then on the synergies, I really like how you framed the present value is about 15% of the pro forma market cap. What are the costs associated with realizing those savings and just any color on how much is going to be OpEx versus CapEx.

Doug, this is Thad. I mean, we haven't -- we don't anticipate that it's going to be a significant cost associated with achieving the savings aside from the usual sort of restructuring element that you'd see, some point in the not-too-distant future as we move down the path, we'll start thinking about that and communicate those sorts of things. We haven't yet provided any specific information on the split -- most of the cost savings will be realized from operational efficiencies, redundancies, things of that nature. And I think that that's sort of sufficient level of detail right now.

Congratulations.

We'll move to Fredrik Stene with Clarksons Securities.

Thank you, Anton, and respected teams. Congratulations on the transaction, a major one. Also happy to see that my thesis from December 2023, suddenly, came to fruition, although a bit later than I had expected. Anyways, I wanted to touch upon fleet rationalization now that you are becoming the undisputed largest player here, maybe focusing on the ultra-deepwater side. I think you -- when you merge, you'll end up having control of all stacked 70 assets as far as I'm concerned, which leads me to kind of ask in terms of the rest of your floaters, there will be a mix of 7, 8 gen -- 7 gen, 6 gens and also some semis in between. Have you identified any assets among your current warm fleet that would potentially be taken out in favor of those stacked 7 Gs or any other type of floater fleet rationalization beyond that?

Yes. Thanks, Fredrik. I would say in answer to that question, we've already rationalized as Transocean. We have gone through a significant process and removing assets that quite frankly, don't meet the requirements of today's demand and capabilities over the last several years. I think we're over 65 to 69 rigs that we've divested over the last while. So when we look at this, we obviously believe that these assets are going to meet a up-cycle demand. And so at this present moment in time, no, we are always continuing to reevaluate our fleet, decide what is the best composition that we need to address the growing demand, and we'll continue to do so.

Perfect. And just one, I guess this goes to Thad, on shareholder returns. While the deleveraging is the priority currently. What pro forma this exercise, what would be the strict limitations on when you can return cash to shareholders. I guess it's 3.5x under your current structure. Anything else to consider just as we think about how cash generated in '26 -- or not necessarily in '26 and '27, but 2028 and beyond is going to be used.

Yes. So I'd suggest that's the current limitation. And certainly, as we progress this -- planning for this transaction closing later this year, we'll also be progressing any sort of capital restructuring that we may do. So while that is a threshold that exists currently, it could be very different sort of given the size and scope and heft that this additional fleet brings to the picture. So generally speaking, I would suggest that we would be in a position to start discussing the potential to return capital to shareholders after the transaction closes, keeping in mind, of course, that the key priority here is deleveraging. This is a cyclical industry, capital intensive. And even at a debt metric of 3.5x, there's still an awful lot of gross debt that needs to be addressed.

I congratulate you all again.

We'll move to Greg Lewis with BTIG.

Congrats on the deal to both sides, I know this was a long time coming. Thad, just since you mentioned the goal of deleveraging, I guess, aggressively, obviously, a quick way to do that is to sell rigs, I don't know how much appetite there is on the floater side, we don't see a lot of transactions. But on the jackup side, there is, could we or should we be -- and I believe Valaris has been selling off anyway. And I guess, maybe, Anton, you can talk to this also. Are we in a holding pattern until this transaction closes? Or should we -- is -- I guess this is more a question for Anton, could we see Valaris continue to accelerate its sellout out of the -- sell off some of its noncore jackups?

Look, I think I'm going to take that question. And I think I've answered that before on the call. We believe in this fleet. We are excited about the combination this company is going to be, the potential of this combination. We appreciate that the CapEx that's going to be required for upstream as we move forward to meet the demand for oil and gas hydrocarbons is going to cover all those spaces. And this combination is all about being able to be positioned for that opportunity. So we will continue to operate the jackups and are excited to do so.

Okay. Great. And then I guess, Anton, I know that Valaris was looking at selling or buying as is all the companies over the last couple of years. I guess what I would just say is, at this point in the cycle, what just gives you the comfort in taking rig stock. What are you seeing? And what is kind of your expectations over the next kind of 1 to 2 years and how you see the market progressing that made you willing to take stock as opposed to stock and cash at this point? .

Look, I think I'll largely reiterate what Keelan just said. Part of the strength of this combination is our ability to complement what are 2 high-specification floater fleets with world-class jack-up expertise that we bring to the combination. Jackups are a strong cash flow contributing segment in our business and it will be a strong cash flow generating part of the combined entity. And part of Keelan, when he opened the remarks at the beginning, said stronger together. And I think that epitomizes what we're trying to achieve here and will achieve with this combined company. When you put these world-class fleets together, these world-class cultures together, and generate significant synergies as a result of the transaction.

Congrats on the transaction.

We'll move to Keith Beckmann with Pickering Energy Partners.

And I just had kind of a follow-up maybe a little bit around the fleet rationalization. I know the DPS-1 and the MS-1, I believe, rolled off late this past year, and I believe they're sitting on a warm stack now. Do you have sort of an outlook around those rigs? Or does it potentially make more sense to maybe scrap 1 of those or try to sell them? Any color on that?

I think I will pass that to Anton since it's part of his fleet.

DPS-1 and MS-1 have had a great track record in Australia. Yes, part of financial discipline is managing costs on rigs, if they don't have near-term future contracts, but we continue to market those rigs worldwide. And we'll just have to see how that plays out.

[Operator Instructions] And we'll take our next question from Dalton Willett with Charmos Capital Partners.

Just a quick question on the jackup fleet. Do you guys see that as something you will plan to operate over the long term? Or is there a chance to accelerate some of the deleveraging by looking to divest those assets longer term or in the medium term?

Yes. I think it's in line with some other questions we've had. We fully intend to continue operating the jackup fleet. It generates good strong cash flow and the opportunities for that part of the fleet in the backdrop of a growing demand and an increase in CapEx that's going to the upstream, it looks like a very favorable opportunity. .

We have no further questions in the queue. I'll turn the program back over to our presenters for closing remarks.

Okay. Thanks. We'd like to thank everyone for joining our call today, and we invite you to follow up with both companies' Investor Relations contact for any additional inquiries. We look forward to speaking with you again in a couple of weeks at our earnings call. And with that, we'll end our call.

Thank you. This brings us to the end of today's meeting. We appreciate your time and participation. You may now disconnect.