Past year: ▼ 92%(2.20c – 70.1c USD)
Each one in plain English, with the numbers worked through for a shareholder.
31 July 2019debt financing▼ BadMajor
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.
31 Jan 2018debt financing● NeutralMajor
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.
19 Jan 2018material agreement● NeutralMajor
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.
22 Dec 2017debt financing● NeutralMajor
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.
24 Apr 2017material agreement termination▼ BadMajor
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.
13 Jan 2017debt financing● Neutral
On January 9, 2017, as part of an internal reorganization, Noble Holding (U.S.) Corporation merged into Noble Eagle LLC, which was renamed Noble Holding (U.S.) LLC and took over the obligations on the 7.50% senior notes due 2019 (about $201.7 million outstanding at December 31, 2016). Noble-Cayman remains guarantor; this is a change of issuer entity with no new borrowing.
28 Dec 2016debt financing● Neutral
On December 28, 2016, Noble Holding International closed the $1 billion offering of 7.750% senior notes due 2024 announced December 14, guaranteed by Noble-Cayman, with net proceeds of about $967.6 million. Interest is payable January 15 and July 15 starting July 15, 2017, and the proceeds with cash on hand are intended for the tender offers for the 2020, 2021 and 2022 notes.
15 Dec 2016material agreement● NeutralMajor
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.
18 May 2016material agreement● Neutral
On May 16, 2016, Noble's subsidiary signed a distribution agreement with Freeport and sales agents so it can sell the Freeport shares it receives under the settlement. Noble will receive net proceeds at the same volume weighted average price used to value the shares, agents earn a commission of up to 1.50% (1% paid by Freeport), and the full $540 million is still due before the end of June 2016.
16 May 2016material agreement● Neutral
On May 16, 2016, Noble amended its Freeport settlement so the 30-day window for Freeport to issue shares to fund the $540 million payment starts May 16 instead of May 19, with some technical changes to share issuance. Noble says it will sell the shares as received, has arranged with banks to protect their market value, and expects to realize the full $540 million, which must be received before the end of June 2016.
10 May 2016material agreement▲ GoodMajor
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).
16 Mar 2015debt financing● Neutral
On March 16, 2015, Noble Holding International completed the sale of the three note series announced on March 11: $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. Net proceeds are expected to be about $1.083 billion and Noble-Cayman intends to use them to repay borrowings under its revolving credit facilities and commercial paper program. This closes the offering previewed in the March 12 filing.
12 Mar 2015material agreement● NeutralMajor
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.
29 Jan 2015debt financing● NeutralMajor
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.
29 Aug 2014asset acquisition disposition● Neutral
Noble voluntarily filed extra pro forma financial statements showing the company without Paragon Offshore, as of and for the six months ended June 30, 2014. They show pro forma six-month revenue of about $1.60 billion versus $2.49 billion reported, and pro forma net income attributable to Noble of about $303 million versus $491 million. Shareholders received one Paragon share for every three Noble shares held at the July 23, 2014 record date, and Paragon repaid about $1.7 billion of intercompany notes, which Noble used to repay commercial paper. These are illustrative figures, not actual results.
20 Aug 2014material agreement● Neutral
On August 18, 2014 Noble-Cayman amended its $600 million 364-day revolving credit facility, extending the maturity by six months to February 20, 2015 for lenders who agreed to the extension. This follows the open thread about extending that facility, which had been due August 20, 2014.
5 Aug 2014asset acquisition disposition● NeutralMajor
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.
22 July 2014debt financing● NeutralMajor
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.
19 June 2014debt financing● NeutralMajor
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.
13 June 2014listing compliance notice● Neutral
Noble filed an amendment to a Form 15 first filed January 31, 2014. It withdraws that original filing and clarifies that it was not meant to affect the reporting obligations of Noble Corporation plc, which continues to report under Section 15(d). It changes nothing for shareholders; it is a housekeeping clarification about the old Swiss entity's registration.
7 May 2014debt financing● Neutral
As part of an internal reorganization, Noble Holding (U.S.) Corporation took over the assets of Noble Drilling Corporation and became the issuer of its 7.50% Senior Notes due 2019 (about $201.7 million outstanding at March 31, 2014). Noble Drilling was released from the notes. This follows the December 2013 loan amendments that allowed Noble Drilling to be released as a guarantor if it was released from its senior notes.
7 Mar 2014business combination● NeutralMajor
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.
31 Jan 2014listing compliance notice▼ BadMajor
Noble Corp terminated the registration of a class of securities, ending its reporting obligation for them.
9 Jan 2014listing compliance notice● NeutralMajor
Noble Corp's exchange filed to remove a class of its securities from listing.
12 Dec 2013material agreement● NeutralMajor
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.
20 Nov 2013business combination● NeutralMajor
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.
5 Sept 2013business combination● NeutralMajor
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.
22 Aug 2013debt financing● Neutral
On August 22, 2013, Noble's Cayman subsidiary signed a new $600 million unsecured 364-day revolving credit agreement with JPMorgan Chase as agent, which can be increased to $800 million and is due August 20, 2014 unless extended. It adds borrowing capacity for working capital and general corporate purposes alongside the existing $600 million (2011) and $1.2 billion (2012) revolvers, with the same 60% debt-to-tangible-capitalization limit.
1 July 2013business combination● NeutralMajor
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.
20 Sept 2012material agreement● NeutralMajor
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.
