Past year: ▼ 78%(4.20 – 24.84 USD)
Each one in plain English, with the numbers worked through for a shareholder.
31 July 2015security holder rights change● NeutralMajor
Noble completed the exchange offers for Rosetta's notes on 2015-07-29: about $692.96M of 2021 notes, $597.44M of 2022 notes and $498.79M of 2024 notes were swapped for matching new Noble senior unsecured notes. About $10.8M of Rosetta notes remain, and the filing says they have been called for redemption. This resolves the exchange-offer thread and puts about $1.79B of these notes directly on Noble's own books.
21 July 2015asset acquisition disposition● NeutralMajor
The Rosetta Resources merger agreed on 2015-05-10 closed on 2015-07-20: Rosetta holders received 0.542 Noble shares per Rosetta share (about 41 million new Noble shares in total), and Noble took on Rosetta's debt. Rosetta's CEO James Craddock joined Noble's board, which grew from ten to eleven. The press release cites about 50,000 net Eagle Ford acres and 56,000 net Permian acres, and year-end 2014 proved reserves of 282 million barrels of oil equivalent. Existing shareholders are diluted by the new shares, as the earlier S-4 indicated.
29 June 2015business combination● NeutralMajor
Noble filed a registration statement for offers to swap Rosetta's $1.8 billion of senior notes (5.625% due 2021 $700M, 5.875% due 2022 $600M, 5.875% due 2024 $500M) for matching new Noble notes plus $2.50 cash per $1,000, with a $30 extra principal early-participation premium for notes tendered by 2015-07-13. Offers expire 2015-07-27, are conditional on the Rosetta merger closing, and also seek consent to amend the Rosetta indentures. If completed, Noble would take on this debt in place of Rosetta's, adding to its own debt.
16 June 2015business combination● Neutral
Noble filed an amended S-4 for the Rosetta merger, now setting Rosetta's shareholder vote for 2015-07-20 (record date 2015-06-18). The 0.542 exchange ratio was worth about $24.60 per Rosetta share on 2015-06-15, down from about $26.62 at announcement, because the ratio is fixed and Noble's share price had fallen. The terms are otherwise unchanged and Rosetta holders would own about 10% of Noble.
1 June 2015business combination● Neutral
Noble filed a registration statement (S-4) to issue shares for the Rosetta merger agreed on 2015-05-10, registering up to 41,958,489 Noble shares at the 0.542 exchange ratio. It is a preliminary document; the Rosetta shareholder meeting date and the final value per share were still blank. It states Rosetta holders would own about 10% of Noble after the merger and that 0.542 shares was worth about $26.62 per Rosetta share on 2015-05-08.
11 May 2015business combination● NeutralMajor
Noble agreed on 2015-05-10 to acquire Rosetta Resources in an all-stock merger: each Rosetta share becomes 0.542 Noble shares, with no cash component beyond fractional shares. It needs a majority vote of Rosetta shareholders and U.S. antitrust clearance, can be terminated if not completed by 2015-11-12, and Rosetta may owe Noble a $65 million termination fee in certain cases. For Noble shareholders this means new shares will be issued to Rosetta holders (the later S-4 puts that at about 10% of the combined company).
3 Mar 2015material agreement● NeutralMajor
Noble agreed on 2015-02-26 to sell 21,000,000 new shares to underwriters at $46.075 each, for estimated net proceeds of about $967 million, with an option for up to 3,150,000 more. About $150 million will repay revolving credit facility debt and the rest goes to general purposes including its capital investment program. Existing shareholders are diluted by the new shares.
7 Nov 2014material agreement● Neutral
Noble sold $650 million of 3.900% notes due 2024 and $850 million of 5.050% notes due 2044, closing 2014-11-07, with net proceeds of about $1.48 billion. The filing does not state what the money will be used for.
23 Dec 2013material agreement● Neutral
Noble froze benefit accruals under its executive Retirement Restoration Plan from 2013-12-31, in step with ending its qualified defined benefit pension plan the same day. Deferred compensation plan changes take effect 2014-01-01, adding investment options and extra credits for affected participants. No amounts are given.
8 Nov 2013material agreement● Neutral
Noble sold $1.0 billion of 5.25% unsecured notes due 2043, closing 2013-11-08, with net proceeds of about $983.9 million. The filing does not state what the money will be used for.
9 Oct 2013debt financing● Neutral
On 2013-10-03 Noble amended its $4.0 billion credit agreement, extending its maturity to 2018-10-03 (from 2016) and letting its Dutch subsidiary NBL International Finance B.V. borrow up to $2.0 billion within the total. Noble guarantees that subsidiary's borrowings.
22 Apr 2013dividend declaration▲ Good
Noble's board approved a two-for-one stock split, paid as a 100% stock dividend on 2013-05-28 to holders of record on 2013-05-14, and a quarterly cash dividend of $0.28 per share. Shareholders will hold twice as many shares after the split.
2 Oct 2012debt financing● Neutral
On 2012-09-28 Noble used the option in its October 2011 credit agreement to raise its borrowing capacity from $3.0 billion to $4.0 billion, with the existing lenders and some new ones. The filing does not say how much is drawn.
15 Aug 2012asset acquisition disposition● Neutral
Noble completed the sale of its 30% non-operated stake in the Dumbarton and Lochranza properties in the UK North Sea to Maersk Oil North Sea Limited on 2012-08-13, for about $129 million before adjustments. The pro forma figures estimate net proceeds of $117 million and a pre-tax loss on the sale of $62 million, or a $40 million gain after tax.
20 Mar 2012material agreement▲ GoodMajor
Noble Energy's Israeli subsidiary and its Tamar partners signed a gas sales agreement with Israel Electric Corporation on March 14, 2012, to supply about 2.725 Tcf of Tamar gas (up to about 3.491 Tcf if IEC exercises an option) over roughly 15 years from commissioning, expected in the second quarter of 2013. Noble operates Tamar with a 36.000% working interest. The price starts at $5.042 per MMBtu for 2011 and is adjusted with U.S. inflation. The deal needs Israeli government approvals by April 27, 2012.
8 Dec 2011material agreement● NeutralMajor
Noble Energy sold $1.0 billion of 4.15% unsecured notes due 2021 on December 5, 2011, closing December 8 with net proceeds of about $991.3 million. This follows the February 2011 $850 million notes sale. The filing does not state how the money will be used.
18 Oct 2011debt financing● NeutralMajor
On October 14, 2011 Noble signed a new $3.0 billion unsecured five-year revolving credit facility (maturing October 14, 2016) and drew $400 million to repay and terminate its $2.1 billion 2006 credit agreement, which was due to mature December 9, 2012. The facility requires total debt to capitalization not to exceed 65%.
5 Oct 2011debt financing● NeutralMajor
The CNX Marcellus deal closed September 30, 2011: Noble paid about $327 million as the first installment on the roughly $1.0 billion price for the acreage (two more installments due at the first and second anniversaries) plus about $160 million for the wells. The joint development agreement was signed, now covering about 628,000 net undeveloped acres, with Noble's drilling-cost carry of up to about $2.1 billion. The two companies also formed CONE Gathering LLC, owned 50/50, to which Noble contributed about $73 million in cash. This completes the deal announced in August.
23 Aug 2011material agreement● NeutralMajor
Noble Energy agreed on August 17, 2011 to buy 50% of CNX Gas's (a CONSOL Energy subsidiary) interest in Marcellus Shale assets covering about 663,350 net acres in West Virginia and Pennsylvania for about $1.07 billion in cash over three yearly installments, plus $160 million for half of CNX's existing wells. Noble would also pay part of CNX's drilling costs (up to about $2.13 billion, capped at $400 million a year and suspended if gas stays below $4.00/MMBtu) under a joint development deal. Closing is expected around September 30, 2011 and is subject to conditions.
22 Feb 2011material agreement● NeutralMajor
Noble Energy sold $850 million of 6.000% notes due 2041 to a group of underwriters led by Merrill Lynch and Barclays; the sale closed February 18, 2011 and netted about $835.4 million. This is the offering whose prospectus filings appeared in mid-February 2011. The notes are unsecured debt, so it adds borrowing for the company.
