Noble Corp

Noble Corp deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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.

business combination

Noble Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

material agreement

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

material agreement

the exchange certified Noble Corp's securities for listing, clearing them to begin trading.

listing compliance notice

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.

asset acquisition disposition

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.

business combination

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.

bankruptcy or receivership

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.

material agreement

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.

material agreement

Noble Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

bankruptcy or receivership

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.

listing compliance notice

Noble amended its December 2017 revolving credit agreement, cutting total commitments from $1.5 billion to $1.3 billion and replacing the debt-to-capitalization limit with a cap on Senior Guaranteed Indebtedness to Adjusted EBITDA (4.0x for the quarters ending September 30, 2019 through December 31, 2020, tightening to 3.0x from March 2022). Draws are also limited to the amount available under the Indenture Secured Debt Basket. Maturity stays January 2023.

debt financing

Noble's subsidiary closed the $750 million 7.875% notes due February 1, 2026 (expected net proceeds about $737.1 million), as set up on January 17. The filing also says the required consents were received from holders of the 2019, 2020, 2021 and 2022 notes, so supplemental indentures took effect that removed certain covenants and default provisions (such as limits on liens and sale/leasebacks) from those notes. Final tender offer results are not stated in the text provided, only that results 'to date' were announced in a press release.

debt financing

Noble's subsidiary Noble Holding International agreed to sell $750 million of 7.875% Senior Guaranteed Notes due 2026, with expected net proceeds of about $737.1 million. The money, plus cash on hand, is meant to fund the tender offers for up to $750 million of its existing notes (2018, 2019, 2020, 2021, 2022 and 2024 notes), which continues the earlier tender-offer thread. The sale was expected to close on or about January 31, 2018.

material agreement

Noble signed a new unsecured revolving credit agreement of up to $1,501,500,000 (borrowers Noble Cayman Limited and Noble International Finance Company, JPMorgan as agent), with an initial five-year term expected from about January 3, 2018. It also amended its January 2015 revolver so that, after conditions are met, that older facility's commitments fall to $300 million, still maturing January 2020. The new facility carries interest at Adjusted LIBOR plus 2.75%-4.25% and has tighter covenants (debt to tangible capitalization max 55%, minimum liquidity $300 million), compared with LIBOR +0.90%-1.65% and a 60% cap on the 2015 revolver.

debt financing

On April 21, 2017, Paragon, the company spun off from Noble in August 2014, filed a revised bankruptcy reorganization plan that no longer needs the Mexican tax bonding Noble was to provide. Paragon therefore abandoned its settlement with Noble, which had released spin-off claims, and the settlement terminated that day. Noble is still talking with Paragon about a new settlement but there is no assurance of one, and without it Noble expects Paragon or its creditors to pursue spin-off claims, including fraudulent conveyance claims, which Noble says it would contest as without merit.

material agreement termination

On December 14, 2016, Noble Holding International agreed to sell $1 billion of 7.750% senior notes due 2024, guaranteed by Noble-Cayman, for expected net proceeds of about $967.6 million. Together with cash on hand, the money is intended to fund tender offers for up to $750 million of its 4.90% notes due 2020, 4.625% notes due 2021 and 3.95% notes due 2022, with a $300 million cap on the 2020 notes. The filing says the offering is expected to close December 28, 2016.

material agreement

On May 10, 2016, Noble's subsidiary agreed with Freeport-McMoRan to terminate the drilling contracts for the drillships Noble Sam Croft and Noble Tom Madden. Freeport will pay $540 million over 30 days through cash, Freeport shares and up to $200 million of bonds issued by Noble entities, with possible extra payments of $25 million and $50 million if oil prices average above $50 and $65 per barrel from June 2016 to June 2017. The press release says the contracts were due to end in July and November 2017 and that Noble expects over $100 million of direct cost savings (company expectation).

material agreement

On March 11, 2015 Noble Holding International agreed to sell $250 million of 4.000% notes due 2018, $450 million of 5.950% notes due 2025 and $400 million of 6.950% notes due 2045, guaranteed by Noble-Cayman, for expected net proceeds of about $1.083 billion. Noble-Cayman intends to use the money to repay borrowings under its revolving credit facilities and commercial paper program.

material agreement

On January 26 and 29, 2015, Noble-Cayman and a subsidiary signed a new $2.445 billion five-year revolving credit facility and a $225 million 364-day revolving facility, both with JPMorgan as agent. At the same time it terminated its three older revolvers (the 2011 and 2012 Wells Fargo facilities and the 2013 364-day JPMorgan facility). This replaces the earlier bank facilities in the post-spin period.

debt financing

Noble completed the Paragon Offshore spin-off on August 1, 2014, distributing all Paragon Offshore shares to Noble shareholders, and signed the separation agreements (master separation, tax sharing, employee matters, and two transition services agreements) that split assets, liabilities and taxes between the two companies. This resolves the long-running spin-off thread. Noble keeps responsibility for its own (high specification) business, and Paragon takes the standard specification rigs.

asset acquisition disposition

On July 18, 2014 Paragon Offshore, still a Noble subsidiary, sold $500 million of 6.75% notes due 2022 and $580 million of 7.25% notes due 2024, and borrowed $650 million under a seven-year term loan. The filing says the proceeds were used to repay in full the promissory notes Paragon had issued to Noble as part of the price for taking over the standard specification business. This completes the Paragon financing flagged in June ahead of the spin-off, which the filing still describes as proposed.

debt financing

Noble's subsidiaries Paragon Offshore and Paragon International Finance Company signed an $800 million senior secured revolving credit agreement on June 17, 2014 in preparation for the planned spin-off of the standard specification business. Its terms only take effect once the separation is completed. A press release says Paragon also expects to raise about $550 million in a term loan B and about $1.2 billion in senior unsecured notes, with the spin-off planned for the third quarter of 2014.

debt financing

Noble filed a preliminary proxy for its April 25, 2014 annual general meeting. Shareholders will vote on three director elections, auditors and pay, and two changes to the company's articles: one to let the board pay out shares of Paragon Offshore (the subsidiary that will hold the standard specification rigs) to shareholders as a dividend, and one to end the staggered board so all directors serve one-year terms. This moves the spin-off announced in September 2013 closer, though the filing does not say when it would happen.

business combination

Noble Corp terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Noble Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

On December 6, 2013, Noble's Cayman subsidiary amended its three revolving credit agreements (now described as $800 million, $1.5 billion and $600 million 364-day) so Noble Drilling Corporation can be released as a guarantor if it is released from its senior notes, which may occur in connection with the previously announced potential spin-off of a subsidiary holding most of its standard specification rigs. The 2011 revolver's maturity was extended one year to February 11, 2016 for lenders who agreed. Separately, the UK capital reduction was completed on December 4, 2013, creating distributable reserves that can be used to pay future dividends, with no change to shareholders' ordinary shares or rights.

material agreement

On November 20, 2013, Noble completed the move from Switzerland to the UK: Noble-Switzerland merged into Noble Corporation plc, and each share became one UK ordinary share, 265,371,147 in total, still listed on the NYSE as NE. This resolves the redomiciliation thread. Management is unchanged, and the board of eight directors is arranged in three classes.

business combination

Noble sent shareholders the final proxy statement for the planned move from Switzerland to the UK, with a shareholder meeting set for October 11, 2013 and completion expected before the end of November 2013. Each Swiss share would become one share of the new UK parent (Noble Corporation plc), with the NYSE symbol NE unchanged. Approval needs two-thirds of shares represented at the meeting, and the merger can't close if a Swiss exit withholding tax would be payable. This continues the redomiciliation announced on June 30, 2013.

business combination

Noble's board approved moving the parent company's incorporation from Switzerland to the United Kingdom, via a merger of Noble Corporation into a new English subsidiary, Noble Corporation Limited. Shareholders would get one new share for each share held; this needs a shareholder vote expected in the fourth quarter of 2013, plus other conditions including that the merger is not taxable to shareholders under Swiss law. Shares are to be listed on the NYSE under the symbol NE. The press release quotes the CEO citing the UK's business and travel position and tax regime.

business combination

Noble-Cayman set up a $1.8 billion commercial paper program (short-term unsecured notes of up to 397 days), guaranteed by Noble Holding International and Noble Drilling Corporation, with proceeds for general corporate purposes. The notes are backed by unused capacity under the $1.2 billion facility maturing June 2017 and a $600 million facility maturing February 2015 (the 2011 facility, as enlarged); no notes had been issued yet.

material agreement

Noble-Cayman signed a new $1.2 billion five-year revolving credit agreement (due June 8, 2017, expandable to $1.5 billion) with Wells Fargo as agent, and at the same time terminated its March 2007 revolving credit facility with Citibank as agent. It replaces that older facility; the February 2011 $300 million facility is not mentioned as terminated.

debt financing

The bond sale agreed on February 7 was completed on February 10, 2012: $300 million of 2.50% notes due 2017, $400 million of 3.95% notes due 2022 and $500 million of 5.25% notes due 2042, with interest paid each March 15 and September 15 starting September 15, 2012. Expected net proceeds of about $1.187 billion are to repay revolving credit borrowings and fund general purposes including capital spending; the notes restrict secured debt, certain sale-and-leasebacks and mergers.

material agreement

Noble's subsidiary Noble Holding International agreed to sell $1.2 billion of senior notes ($300 million at 2.50% due 2017, $400 million at 3.95% due 2022, $500 million at 5.25% due 2042), guaranteed by Noble-Cayman. It expects about $1.187 billion net, to repay borrowings under its revolving credit facilities and for general purposes including capital spending.

material agreement

Noble's Cayman subsidiary signed a $300 million four-year revolving credit agreement with Wells Fargo as agent and other banks, due February 11, 2015. It can be raised to $600 million by March 31, 2011 (which the company says it intends to do) and up to $800 million after that; money can be used for working capital and general corporate purposes.

debt financing