11 Oct 2022listing compliance notice▼ BadMajor
Noble Corp deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 Sept 2022business combination▲ GoodMajor
On Sep 30, 2022 the Maersk merger step took effect: Noble Corporation (Cayman) merged into a subsidiary of the new UK parent, Noble Corporation plc. Each Noble share became one class A share of the new parent, warrants and RSUs converted on the same terms, and the new shares began trading on the NYSE as 'NE' using the old trading history. The tender offer for Maersk Drilling had been accepted by about 90.03% of its shares, and the exchange offer is set to complete Oct 3, 2022, with remaining Maersk shares to be bought out by compulsory purchase. All the old Cayman company's directors and officers ceased to hold those roles, and the old company says it will deregister its shares; for shareholders, their holding carried over one-for-one into the new parent.
30 Sept 2022listing compliance notice● NeutralMajor
Noble Corp's exchange filed to remove a class of its securities from listing.
1 Sept 2022business combination▲ GoodMajor
On Sep 1, 2022 the UK CMA decided not to send the Maersk Drilling combination to an in-depth Phase 2 review and completed its review; closing is now expected on or around Oct 3, 2022. As a condition, Noble and Maersk Drilling gave the CMA an undertaking: Noble must sell the five-rig business to Shelf Drilling within three months, keep it separate and operating as a going concern until then, and the combined group may not re-acquire it for 10 years without CMA consent. This resolves the main regulatory hurdle noted earlier.
31 Aug 2022business combination● Neutral
On Aug 25, 2022 Noble and Shelf Drilling amended the agreement for the sale of five North Sea jackups, at the UK competition regulator's request. All closing conditions except UK CMA approval of the rig sale and closing of the Maersk Drilling combination were deleted, as were certain termination rights. This continues the remedy for the CMA's competition concerns tied to the Maersk deal.
9 Aug 2022business combination● Neutral
Noble filed excerpts from the exchange offer document for Maersk Drilling shareholders: Topco's capitalization and debt as of May 31, 2022, plus unaudited pro forma financials for the combined company. As of May 31, 2022, the pro forma combined total financial indebtedness is about $418.9 million, with about $584.7 million of cash. Noble's own secured debt was $216 million, all Second Lien Notes. The filing also says Topco has filed its offer document with the Danish regulator, so the exchange offer process is moving forward.
5 Aug 2022business combination● Neutral
Noble and Maersk Drilling amended their combination agreement on Aug 5, 2022, moving the deal's outside date from Aug 10 to Nov 10, 2022. They also changed the reference date for calculating cash paid for fractional shares to two days before closing. Closing is now expected in early October, subject to UK CMA approval, completion of the exchange offer and other customary conditions. This uses up the first extension that the original agreement allowed for.
23 June 2022material agreement● NeutralMajor
Noble's subsidiaries agreed on June 23, 2022 to sell five North Sea jackup rigs (Noble Hans Deul, Houston Colbert, Lloyd Noble, Sam Hartley and Sam Turner) to a new Shelf Drilling subsidiary for $375 million cash, subject to adjustment. This is the rig sale flagged earlier to answer the UK regulator's concerns about the Maersk deal. It needs UK CMA approval and customer consents, and closing is expected near the end of Q3 2022. Noble Lloyd Noble's current drilling program would continue under a bareboat charter with Shelf Drilling until Q2 2023, with the economic benefit passing to Shelf Drilling.
10 May 2022business combination▲ GoodMajor
Noble shareholders approved the Maersk Drilling combination at the May 10, 2022 special meeting: 46,066,527 votes for and 335,944 against. They also approved the share issuance for the deal and, on a non-binding advisory basis, the deal-related executive pay. This clears the Noble shareholder vote; the deal still needs the Maersk exchange offer, UK regulator approval and other closing conditions.
29 Apr 2022business combination▼ BadMajor
Four shareholder lawsuits in New York federal court claim the merger proxy left out material information, and seek to block the merger and recover damages. Noble calls them meritless but added extra disclosures to the proxy to moot them, without admitting liability. The UK CMA's Apr 22, 2022 phase 1 decision found a realistic prospect of reduced competition, so Noble and possibly Maersk Drilling plan to offer to sell the remedy rigs; mid-2022 closing is still expected only if conditional phase 1 clearance is obtained.
12 Apr 2022business combination▼ BadMajor
Noble and Maersk Drilling said the deal has been unconditionally cleared in Brazil, Norway and Trinidad & Tobago, with only Angola (expected in April 2022) and the UK outstanding. In the UK, they expect to have to sell certain North Sea jackup rigs (Noble Hans Deul, Sam Hartley, Sam Turner, Houston Colbert and one CJ-70 rig, likely the Maersk Innovator) to get conditional clearance. The outcome and timing remain uncertain, though closing is still expected mid-2022 if phase 1 clearance is conditionally obtained.
11 Apr 2022business combination● NeutralMajor
Noble filed the final proxy statement/prospectus for the Maersk Drilling combination, calling an extraordinary general meeting for May 10, 2022 in Sugar Land. Shareholders vote on the combination, the share issuance and an advisory executive-pay proposal. Noble shares convert one-for-one into new Topco shares, and penny warrants become Topco shares while other warrants carry over on the same terms. Holders of about 53% of Noble shares (funds tied to Pimco, Canyon and GoldenTree) have agreed to vote in favour, and APMH Invest, with about 41.6% of Maersk Drilling, has agreed to accept the offer.
14 Jan 2022business combination▲ Good
Noble said the Norwegian Competition Authority has no objection to the Maersk Drilling combination agreed on Nov 10, 2021. Approvals in the UK, Denmark and other places are still in progress, with no assurance they will be obtained, and Noble said it will not give further approval updates before completion unless required. The S-4 was filed on Dec 20, 2021.
10 Nov 2021business combination▲ GoodMajor
On Nov 10, 2021 Noble agreed a business combination with Maersk Drilling. A new UK-domiciled holding company (Topco) will exchange its shares for Noble's one-for-one and make an exchange offer to Maersk Drilling shareholders at 1.6137 Topco shares per share, with a cash option capped at $50 million total. Former Noble and Maersk Drilling shareholders would each own about 50% of the combined company, which keeps the Noble Corporation name, is headquartered in Houston, and has a seven-person board chaired by Noble's Chuck Sledge with Robert Eifler as CEO. Closing is expected mid-2022, subject to conditions including at least 80% acceptance (reducible to 70%), Noble shareholder approval, antitrust and foreign investment clearances, and NYSE and Nasdaq Copenhagen listings. The agreement has an End Date of Aug 10, 2022, which can be extended to Nov 10, 2022 and then Feb 10, 2023 if only antitrust approval is outstanding. Existing Noble shareholders keep their holdings, converted one-for-one into the new company, and the existing warrants carry over on the same terms.
3 Sept 2021business combination▼ Bad
This filing supplies pro forma financial statements for the completed April 2021 Pacific Drilling merger, which the earlier 8-K had promised. They show it as if it happened Jan 1, 2020, with 66.6 million pro forma shares (50.0 million Noble plus 16.6 million for Pacific) and a pro forma net loss of $108.8 million for the six months to June 30, 2021. It also records that Noble emerged from Chapter 11 on Feb 5, 2021, and adds a hurricane risk factor: on Aug 29, 2021 Hurricane Ida separated the lower marine riser package and some riser joints from the Noble Globetrotter II during transit. Damage is still being assessed and insurance carries a $10 million deductible.
26 Aug 2021material agreement▲ GoodMajor
On Aug 25, 2021 Noble and subsidiaries agreed to sell its four Saudi Arabian jackups (Noble Roger Lewis, Scott Marks, Joe Knight, Johnny Whitstine) to ADES International Holding for US$292,415,000 in cash, subject to adjustment. The press release says about $285 million net cash is expected and that this positions Noble to prioritise repaying debt and returning cash to shareholders. Closing is expected in Q4 2021, subject to novation of the drilling contracts, regulatory approvals, and sale of at least three of the four rigs. After closing Noble expects no ongoing Saudi operations. This is a new thread that shrinks the jackup fleet from 12.
8 June 2021listing compliance notice▲ GoodMajor
the exchange certified Noble Corp's securities for listing, clearing them to begin trading.
16 Apr 2021asset acquisition disposition▲ GoodMajor
On April 15, 2021 Noble completed its all-stock merger with Pacific Drilling, announced March 25. Each Pacific membership interest became 6.366 Noble shares and each Pacific warrant became 1.553 Noble shares. Noble also signed the registration rights agreement flagged at signing, letting certain holders demand resale registration and underwritten offerings of at least $20 million gross proceeds. The press release puts the fleet at 24 units (12 drillships/semisubmersibles and 12 jackups); the pro forma financial statements are to follow by amendment.
25 Mar 2021business combination▲ GoodMajor
On March 25, 2021 Noble (now a Cayman Islands company reporting from Sugar Land, Texas) agreed to acquire Pacific Drilling in an all-stock merger, expected to close in the second quarter of 2021 subject to customary conditions. Pacific Drilling's equityholders receive Noble shares based on exchange ratios built on 16,600,000 shares, and holders of about 66% of its membership interests and 64% of its warrants have signed voting agreements to support it. This is a new growth deal after emergence from bankruptcy, and a registration rights agreement will be signed at closing.
5 Feb 2021material agreement● Neutral
On Feb 3, 2021 Noble, the former directors and officers, and the Paragon Litigation Trust agreed a global resolution of the Paragon lawsuit: the Debtors will pay the Trust $7.7 million and all claims against all defendants will be settled and released. This finishes the thread from the Sept 2020 settlement, in which the claims against the directors and officers were left running; it still needs Delaware Court and Bankruptcy Court approval. The filing says the plan is expected to become effective imminently and cancel Noble-U.K.'s equity, leaving at most very speculative warrants.
1 Dec 2020material agreement● Neutral
On Nov 25, 2020 Noble and the main backstop parties amended the $200 million rights offering backstop agreement. The changes drop the small nominal-value adjustment so $200 million of second lien notes are available (issued with matching original issue discount), loosen the capitalization representations so the new parent could be incorporated in the Cayman Islands, and extend the deadline for funding notices. This is a technical adjustment to the existing noteholder-funded financing; the filing repeats that shareholders expect a complete loss apart from very speculative warrants.
24 Nov 2020listing compliance notice▼ Bad
Noble Corp withdrew a registration statement, abandoning the offering it covered.
23 Nov 2020bankruptcy or receivership▼ BadMajor
On Nov 20, 2020 the Bankruptcy Court confirmed Noble's Chapter 11 plan, which takes effect once conditions including certain governmental approvals are met. Existing funded debt is discharged and Noble-U.K.'s assets move to a new parent, after which Noble-U.K. is to be wound down under English law and its shares (251,083,973 outstanding) are described as having no intrinsic value. Existing shareholders get only a pro rata share of Tranche 3 Warrants, while 63.5% of the new shares go to Group B unsecured claim holders and 4.1% to Group C holders, with 50,000,000 new shares to be issued and 10% of fully diluted new shares reserved for management incentives.
15 Oct 2020material agreement● NeutralMajor
On Oct 12, 2020 Noble signed a Backstop Commitment Agreement for a $200 million rights offering of second lien notes and new shares, fully backstopped by the ad hoc noteholder groups and approved by the Bankruptcy Court on Oct 9. The new shares offered total 15 million (30% of the post-emergence shares), plus backstop premiums, so the plan's new money goes to noteholders rather than existing shareholders; it depends on plan confirmation, and a $10 million termination payment is due in certain circumstances.
28 Sept 2020material agreement● NeutralMajor
On Sept 23, 2020 Noble settled the long-running Paragon Litigation Trust fraudulent-transfer lawsuit stemming from the 2014 Paragon spin-off, resolving the open Paragon thread subject to Bankruptcy Court approval. The Trust gets an $85 million allowed unsecured claim in the Chapter 11 cases, with a $10 million payment if a global settlement is reached by Oct 1, 2020, or otherwise $7.5 million up front plus a share of any insurance recoveries; the claims against former directors and officers continue.
26 Aug 2020material agreement▼ Bad
On Aug 20, 2020 Noble and the consenting creditors amended the July restructuring agreement, resetting the 'Support Date' to Aug 20, 2020 and deleting the clause that let the agreement be terminated 14 days after the filing if that date had not occurred. The filing also notes the shares were pulled from the NYSE on July 31 and now trade over-the-counter as NEBLQ, and repeats the company's expectation that, apart from very speculative warrants, shareholders will lose their entire investment.
17 Aug 2020listing compliance notice● NeutralMajor
Noble Corp's exchange filed to remove a class of its securities from listing.
31 July 2020bankruptcy or receivership▼ BadMajor
Noble Corporation plc and certain subsidiaries, including Noble-Cayman, filed for Chapter 11 bankruptcy in Texas on July 31, 2020, with a Restructuring Support Agreement backed by holders of about 70% of the 2026 guaranteed notes and about 45% of the legacy notes. Under the plan terms, revolving lenders are paid in full, guaranteed noteholders get 63.5% of the new shares, legacy noteholders get 4.1% plus warrants, and existing shareholders get only 5-year warrants for 4% of the fully diluted new shares (if they vote to approve the plan) or the warrants without a vote; if shareholders are given a vote and reject the plan, their shares are extinguished with no recovery. This ends the NYSE-compliance and reverse-split thread from earlier in the year in the worst way for current shareholders; the plan is not yet confirmed.
20 Feb 2020listing compliance notice▼ BadMajor
The NYSE told Noble on February 19, 2020 that its shares averaged below $1.00 over 30 trading days, starting a six-month period to get back above the minimum. Noble says it will respond and may consider a reverse stock split, which would need board and shareholder approval. The shares keep trading as 'NE' with a '.BC' (below compliance) tag, and the company says the notice does not affect operations, SEC reporting, or trigger a violation of its material debt obligations. Delisting procedures would apply if compliance is not regained. The press release lists a fleet of 25 units (12 drillships and semisubmersibles, 13 jackups), down from 30 units in 2016.
20 Dec 2019debt financing● Neutral
Noble-Cayman ended its January 2015 revolving credit agreement and repaid about $300 million of borrowings on it. It funded the repayment by raising its borrowings under the December 2017 revolver by about $300 million, so the same debt moved to the remaining facility. This closes out the older revolver (cut to $300 million commitments in the December 2017 amendment, maturing January 2020).