NOBLE CORPORATION PLC ANNOUNCES CLOSING OFFERING OF AN ADDITIONAL $800 MILLION PRINCIPAL AMOUNT OF 8.000% SENIOR NOTES DUE 2030

Rhea-AI Summary

Noble plc (NYSE: NE, CSE: NOBLE) announced the closing of an $800 million offering of 8.000% Senior Notes due 2030 through its subsidiary Noble Finance II These notes are additional to the $600 million previously issued in 2023. The proceeds will primarily fund the cash consideration for the pending merger with Diamond Offshore Drilling, Inc. and general corporate purposes. The new notes share terms with existing ones, except for issue-related details, and are guaranteed by certain subsidiaries. They were offered only to qualified institutional buyers in the U.S. and select international investors, and are not registered under the Securities Act, limiting their transferability.

Positive

• Successful raising of $800 million through senior notes offering
• Funds secured for pending merger with Diamond Offshore Drilling, Inc.
• Consistent 8.000% interest rate maintained for new notes
• Total notes outstanding increased to $1.4 billion, potentially indicating strong investor interest

Negative

• Increased debt load with additional $800 million in senior notes
• Higher interest expenses due to 8.000% rate on new notes
• Potential dilution of shareholder value due to pending merger

Financial Analyst

Noble 's $800 million senior notes offering is a significant move that bolsters its financial position. This additional debt, combined with the existing $600 million, brings the total to $1.4 billion in 8.000% Senior Notes due 2030. The primary purpose of this capital raise is to fund the cash consideration for the pending merger with Diamond Offshore Drilling, indicating a strategic expansion.

The high-yield rate of 8.000% suggests a relatively high cost of capital, reflecting the inherent risks in the offshore drilling sector. However, this could be offset by potential synergies and market position improvements from the merger. Investors should monitor how effectively Noble leverages this capital for growth and whether the merger generates sufficient returns to justify the increased debt load.

Mergers and Acquisitions Specialist

The $800 million notes offering signals Noble 's commitment to its merger with Diamond Offshore Drilling. This substantial capital raise underscores the strategic importance of the deal to Noble's growth plans. The merger could potentially create significant synergies and strengthen Noble's market position in the offshore drilling sector.

However, investors should be cautious. The increased debt burden could strain Noble's balance sheet if the merger doesn't deliver expected benefits or if market conditions deteriorate. It's important to assess the combined entity's post-merger financial health, operational efficiencies and ability to service this expanded debt. The success of this merger will likely hinge on effective integration and realizing cost savings to justify the additional leverage taken on.

SUGAR LAND, Texas, Aug. 22, 2024 /PRNewswire/ -- Noble Corporation plc ("Parent" and together with its subsidiaries, "Noble") (NYSE: NE, CSE: NOBLE) today announced that Noble Finance II LLC (the "Issuer"), a wholly owned subsidiary of Parent, has closed the previously disclosed offering (the "Offering") of an additional $800 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (the "New Notes"). Noble intends to use the net proceeds from the Offering to fund the cash consideration in connection with its pending merger with Diamond Offshore Drilling, Inc. and for general corporate purposes.

The New Notes were issued as additional notes under the indenture pursuant to which the Issuer previously issued $600 million aggregate principal amount of 8.000% Senior Notes due 2030 (the "Existing Notes") in 2023, all of which remain outstanding. The New Notes have the same terms as the Existing Notes, other than the issue date, the issue price, the first date on which interest will be paid and the first date from which interest will accrue, and are treated as a single series with the Existing Notes under the indenture. The Existing Notes and the New Notes are guaranteed by certain direct and indirect restricted subsidiaries of the Issuer that guaranty the company's revolving credit facility. The New Notes are expected to trade under the same CUSIP numbers as the Existing Notes, except that the New Notes sold pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act") will have a different CUSIP number than the Existing Notes until 40 days after the issue date of the New Notes.

The New Notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to persons outside the United States only in compliance with Regulation S under the Securities Act. The New Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the New Notes or any other security of Noble, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward-looking Statements

This communication includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended. All statements other than statements of historical facts included in this communication are forward looking statements, including those regarding the Offering and the use of proceeds therefrom. Forward-looking statements involve risks, uncertainties and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this communication, or in the documents incorporated by reference, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "on track," "plan," "possible," "potential," "predict," "project," "should," "would," "shall," "target," "will" and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this communication and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. Risks and uncertainties include, but are not limited to, those detailed in Noble's most recent Annual Report on Form 10-K, Quarterly Reports Form 10-Q and other filings with the U.S. Securities and Exchange Commission. We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.

About Noble Corporation plc

Noble is a leading offshore drilling contractor for the oil and gas industry. Noble owns and operates one of the most modern, versatile, and technically advanced fleets in the offshore drilling industry. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. Noble performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling units focused largely on ultra-deepwater and high specification jackup drilling opportunities in both established and emerging regions worldwide. For further information visit www.noblecorp.com or email investors@noblecorp.com.

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SOURCE Noble Corporation plc

FAQ

What is the total value of Noble 's 8.000% Senior Notes due 2030 after the new offering?

After the new offering, the total value of Noble 's 8.000% Senior Notes due 2030 is $1.4 billion, consisting of the original $600 million and the additional $800 million.

How does Noble (NE) plan to use the proceeds from the $800 million notes offering?

Noble (NE) intends to use the net proceeds primarily to fund the cash consideration for its pending merger with Diamond Offshore Drilling, Inc. and for general corporate purposes.

Are the new $800 million notes issued by Noble (NE) registered under the Securities Act?

No, the new $800 million notes issued by Noble (NE) are not registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption.

When did Noble (NE) issue the original $600 million of 8.000% Senior Notes due 2030?

Noble (NE) issued the original $600 million of 8.000% Senior Notes due 2030 in 2023.