16 Sept 2024listing compliance notice▼ BadMajor
DIAMOND OFFSHORE DRILLING, INC. 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.
4 Sept 2024listing compliance notice● NeutralMajor
DIAMOND OFFSHORE DRILLING, INC.'s exchange filed to remove a class of its securities from listing.
4 Sept 2024business combination● NeutralMajor
The merger with Noble Corporation plc closed on September 4, 2024, ending Diamond Offshore as an independent listed company; it is now Noble Offshore Drilling, Inc., a Noble subsidiary. Each share converted into $5.65 in cash plus 0.2316 Noble A ordinary shares (cash for fractions), except shares owned by the parties or those whose holders demanded appraisal rights. The stock stopped trading on the NYSE before the open on September 4 and was delisted, and the company intends to file a Form 15 to suspend its SEC reporting. This resolves the Noble merger thread and the stockholder vote/antitrust conditions in the context. Warrants were assumed by Noble and are exercisable for the same merger consideration for 90 days after closing. RSUs and PSUs converted into Noble RSUs (PSUs at the greater of actual or target performance), unless already vested. The revolving credit facility commitments were terminated and all amounts owed under it were paid in full, with liens released. Noble Offshore Drilling assumed the company's obligations under the 8.500% second-lien notes due 2030 through a supplemental indenture.
19 Aug 2024business combination● Neutral
On August 19, 2024, Diamond Offshore said it had received eleven stockholder demand letters and three lawsuits (filed in New York) alleging the Noble merger proxy statement was missing or incomplete on certain disclosures. The company calls the claims without merit and says no extra disclosure is required, but it added supplemental disclosures (including details of a May 7, 2024 approach by 'Company E' and adviser valuation analyses) to avoid the suits delaying the August 27 vote. This continues the merger thread and does not change the deal terms.
25 July 2024business combination● NeutralMajor
On July 25, 2024, Diamond Offshore filed its definitive proxy statement and began mailing it to stockholders for a special meeting on August 27, 2024 (record date July 19) to vote on the Noble merger. The filing states the implied value was $15.52 per share on June 7, 2024 and $16.70 on July 17, 2024, and that it will move with Noble's share price. Former Diamond Offshore holders are expected to own about 15% of Noble on a fully diluted basis; the board unanimously recommends voting for, and non-votes count as votes against. This moves the June merger agreement toward a vote; closing is not yet complete.
10 June 2024business combination● NeutralMajor
On June 9, 2024, Diamond Offshore agreed to be acquired by Noble Corporation plc in a two-step merger, with Diamond Offshore ending up as an indirect wholly owned Noble subsidiary. Each Diamond Offshore share converts into $5.65 in cash plus 0.2316 Noble ordinary shares, so shareholders receive cash and Noble stock rather than keeping their shares. The deal needs Diamond Offshore stockholder approval, US antitrust (HSR) clearance, other antitrust approvals, an effective Noble S-4 and NYSE listing of the new shares; either side can terminate if it has not closed by June 9, 2025 (extendable to Dec 9, 2025 and June 9, 2026 for regulatory approvals). A $60 million termination fee applies in certain cases (for example a superior proposal or a change of board recommendation), and $16.5 million if stockholders vote it down. Outstanding warrants are assumed by Noble and stay exercisable for the merger consideration for 90 days after closing; RSUs convert into Noble shares. The board unanimously recommended the deal. Not yet completed, so the equity outcome is pending.
4 Mar 2024contract award▲ Good
On March 3, 2024, Diamond Offshore announced a two-year extension for the Ocean BlackHornet with a bp subsidiary in the U.S. Gulf of Mexico, starting February 2025 and directly continuing the rig's current contract, adding about $350 million of backlog. This follows the February 2024 Ocean BlackLion extension with bp; the CEO said the two awards contribute significantly to 2025 and 2026 backlog.
8 Feb 2024contract award▲ GoodMajor
On February 8, 2024, Diamond Offshore announced a two-year extension for the Ocean BlackLion with a bp subsidiary in the U.S. Gulf of Mexico, starting September 2024, worth about $350 million of added backlog. It also signed Serica Energy (UK) for the Ocean Patriot on two plug-and-abandonment wells in the U.K. North Sea, starting around March 2024 for about 60 days, with over $10 million of backlog excluding mobilization.
22 Sept 2023debt financing● NeutralMajor
On September 21, 2023, the $550 million of 8.500% second-lien notes due October 1, 2030 were issued at par for about $540 million net, with interest payable April 1 and October 1 starting April 1, 2024. The company is using proceeds to repay and terminate the term loan, redeem the 2027 PIK toggle notes in full and repay the revolver borrowings, with the rest for general purposes. This completes the refinancing launched on September 12; the notes are secured second-lien behind the revolver and callable from October 1, 2026 at 104.250%.
13 Sept 2023material agreement● NeutralMajor
The offering priced the same day, upsized from $500 million to $550 million of 8.500% senior secured second-lien notes due October 1, 2030, issued at par for about $539.5 million net, with closing expected September 21, 2023. A credit agreement amendment also cuts the revolver commitments from $400 million to $300 million and permits the offering. This continues the refinancing announced earlier that day.
12 Sept 2023capital raising announcement● NeutralMajor
On September 12, 2023, Diamond Offshore's subsidiaries launched a $500 million private offering of second-lien notes due 2030. The proceeds are intended to repay and terminate the term loan, redeem the 2027 first-lien PIK toggle notes in full and repay the revolver borrowings, i.e. refinancing the debt taken on at the April 2021 emergence. The filing also includes marketing disclosure: about $1.6 billion contract backlog as of July 1, 2023, debt cut from $2 billion since emerging to about $500 million, and net debt to adjusted EBITDA of 5.4x at June 30, 2023 (5.5x as adjusted for the offering). These are company statements to investors.
11 Aug 2023material agreement● Neutral
On August 10, 2023, HSBC Bank USA replaced Wells Fargo as administrative agent on the $400 million revolver and $100 million term loan (both dated April 23, 2021) and as collateral agent under the intercreditor agreement. The filing says the agreements otherwise remain in full force; it gives no reason for Wells Fargo's resignation.
30 Mar 2023material agreement● Neutral
On March 24, 2023, Diamond Offshore amended its April 23, 2021 term loan and revolving credit agreements (the exit facilities from the bankruptcy) to replace the LIBOR-based interest rate with one based on SOFR, plus a customary spread adjustment. The filing describes only the rate-benchmark change and conforming edits; it states no change in loan size or maturity.
29 Mar 2022listing compliance notice▲ GoodMajor
the exchange certified DIAMOND OFFSHORE DRILLING, INC.'s securities for listing, clearing them to begin trading.
10 Feb 2022listing compliance notice▼ Bad
DIAMOND OFFSHORE DRILLING, INC. withdrew a registration statement, abandoning the offering it covered.
30 Dec 2021material agreement● Neutral
On December 29, 2021, Diamond settled its dispute with shareholder Avenue Capital, which had sued in July 2021 to force an annual meeting and then tried to nominate directors for the January 21, 2022 meeting. Avenue's nominations notice and books-and-records demand are withdrawn, and Avenue agrees to a standstill and to vote for the board's slate; Diamond agrees that if certain board vacancies arise within a year it will appoint one Avenue-designated director. No admission of wrongdoing is made.
3 Aug 2021business combination● NeutralMajor
On August 3, 2021, Diamond's board set up an independent committee to explore strategic alternatives to maximize shareholder value, which could include staying standalone, buying assets or a business combination. Goldman Sachs and Milbank were hired as advisors; no timetable or decision has been made and there is no assurance of any transaction. This is a new thread for the company after emerging from bankruptcy.
14 Apr 2021bankruptcy or receivership▼ BadMajor
On April 8, 2021 the bankruptcy court confirmed Diamond's Second Amended Chapter 11 plan, resolving the plan question left open since April 2020. Existing common stock (138,054,311 shares as of Feb 4, 2021) is cancelled on the plan's effective date, with holders receiving only a pro rata share of new warrants; senior noteholders get 70% of new equity and unsecured creditors are paid in full or unimpaired. Diamond is targeting an effective date around April 23, 2021, without assurance.
25 Jan 2021material agreement▼ BadMajor
On January 22, 2021, Diamond signed a Plan Support Agreement with some holders of its senior notes (2023, 2025, 2039, 2043) and some lenders under its revolving credit facility, laying out how it would exit Chapter 11. Senior noteholders would receive 70% of the new equity (plus a further 30% for those funding the new exit notes), the revolver would be refinanced by new exit facilities, and unsecured creditors would be paid in full or left unimpaired. Existing common stock would be cancelled, with existing holders receiving only warrants for 7% of the new common equity; the plan still needs court approval.
12 May 2020listing compliance notice● NeutralMajor
DIAMOND OFFSHORE DRILLING, INC.'s exchange filed to remove a class of its securities from listing.
28 Apr 2020bankruptcy or receivership▼ BadMajor
Following the April 26, 2020 Chapter 11 filing, the court approved the cases being run together and issued an interim order requiring anyone holding or seeking 4.5% or more of Diamond's stock to notify the court before buying or selling (final hearing May 27, 2020). NYSE Regulation also began proceedings to delist the stock, which Diamond does not plan to appeal and expects will move to OTC Pink quotation. The order itself says it does not change shareholders' rights under any eventual plan.
27 Apr 2020bankruptcy or receivership▼ BadMajor
Diamond Offshore and certain subsidiaries filed for Chapter 11 bankruptcy in Houston on April 26, 2020, with about $435 million of unencumbered cash to fund operations. This triggered default and acceleration of its notes (3.45% 2023, 7.875% 2025, 5.70% 2039, 4.875% 2043) and the 2018 revolver ($442 million outstanding), though collection is paused by the bankruptcy. The board also approved paying out part of 2018-2019 cash incentive awards to executives, and proposed new incentive and retention plans subject to court approval. The filing excerpt does not say what happens to shareholders' stock.
19 Mar 2020debt financing▼ BadMajor
Diamond Offshore ended its old 2012 credit facility ($225 million still unmatured, nothing borrowed) and on March 17, 2020 drew $400 million on its $950 million 2018 facility. The filing says this was a precaution to increase cash and keep flexibility given COVID-19 market uncertainty; the borrowed money now carries a rate of 5.21% from March 20.
4 Oct 2018debt financing● NeutralMajor
On Oct 2, 2018 Diamond Offshore signed a new $950 million five-year revolving credit agreement with Wells Fargo as agent, maturing Oct 2, 2023, with an option to add $500 million. The older 2012 revolver was cut to $325 million of commitments (with $40M maturing Mar 2019, $60M Oct 2019 and $225M Oct 2020) and Wilmington Trust replaced Wells Fargo as its agent. No borrowings were outstanding under either facility.
16 Aug 2017debt financing● Neutral
Diamond Offshore closed its $500 million sale of 7.875% senior notes due August 15, 2025, as agreed on Aug 3, raising about $489 million after fees. It plans to use that plus cash on hand to redeem all of its 5.875% notes due 2019; the press release says this is not itself a redemption notice. Interest is due each Feb 15 and Aug 15, starting Feb 15, 2018.
3 Aug 2017material agreement● NeutralMajor
Diamond Offshore agreed with Barclays to sell $500 million of 7.875% senior notes due 2025. It plans to use the proceeds plus cash on hand to redeem all $500.0 million of its 5.875% notes due May 2019 at a make-whole premium price.
12 June 2015production update● Neutral
Diamond Offshore said it will publish its rig fleet status reports quarterly with earnings instead of monthly, saying this is to better protect sensitive customer and contract information given industry competition. Loews owned 53% of the company and the fleet was 35 rigs, per the release.
12 Feb 2015debt financing● Neutral
Diamond Offshore set up a $1.5 billion commercial paper program (short-term notes of up to 397 days) with investment bank dealers. The revolving credit facility backs it, and no notes had been issued yet.
24 Oct 2014debt financing▲ GoodMajor
Diamond Offshore amended its revolving credit agreement, raising total lender commitments from $1.0 billion to $1.5 billion and extending maturity to October 22, 2019 (with $40 million maturing March 17, 2019). Nothing was borrowed or drawn as letters of credit as of October 22, 2014; this builds on the 2012 credit facility.
5 Nov 2013debt financing● NeutralMajor
Diamond Offshore completed the $1.0 billion notes sale ($250 million 3.45% due 2023, $750 million 4.875% due 2043), raising about $988.1 million net. It plans to use the money for general purposes, including possibly retiring its 5.15% notes due September 2014 and 4.875% notes due July 2015.