Noble Finance Co

Noble Finance Co suspended its duty to file periodic reports with the SEC.

listing compliance notice

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

listing compliance notice

On January 31, 2011 Noble Holding International Limited agreed with underwriters to sell $300 million of 3.05% notes due 2016, $400 million of 4.625% due 2021 and $400 million of 6.05% due 2041, guaranteed by the Cayman company. Expected net proceeds of about $1.087 billion are to repay about $240 million of the revolving credit facility, about $347 million for Noble's half of the Bully I and II joint venture debt (subject to approvals including the partner's), and the rest for general purposes including 2011 capital spending. This refinances debt taken on with the Frontier deal.

material agreement

On July 28, 2010 Noble completed its cash purchase of FDR Holdings Limited (Frontier), the deal agreed June 27, 2010. The estimated accounting purchase price was about $2.6 billion, including $1.7 billion in cash and about $622 million of assumed non-recourse secured debt of consolidated joint ventures, against the $2.16 billion enterprise value used to set the price. Noble gets Frontier's fleet (a semisubmersible, drillships, and an FPSO unit) and a 50% interest in the Bully I and Bully II Arctic-class drillships under construction, jointly owned with Shell. The Bully credit facilities stay in place without a Noble guarantee, with $350 million (Bully I) and $271.9 million (Bully II) drawn at May 31, 2010. This resolves the Frontier closing thread; the Shell contracts that were conditional on closing now appear to be unlocked (inference, as this excerpt does not restate them).

asset acquisition disposition

On July 26, 2010 Noble Holding International Limited completed the sale of the three note series first announced on July 21: $350 million of 3.45% notes due 2015, $500 million of 4.90% due 2020 and $400 million of 6.20% due 2040, guaranteed by the Cayman company. Net proceeds were about $1,238 million, which together with about $465 million of cash on hand are to pay the cash portion of the pending Frontier purchase. If the Frontier deal is not completed or its merger agreement is terminated by 5:00 p.m. New York time on September 30, 2010, the notes must be redeemed at 101% of principal plus accrued interest. This completes the financing step announced July 21; the filing does not mention the $800 million bridge facility.

material agreement

On July 21, 2010 Noble Holding International Limited agreed to sell three series of senior notes, guaranteed by the Cayman company: $350 million of 3.45% due 2015, $500 million of 4.90% due 2020 and $400 million of 6.20% due 2040. Net proceeds of about $1.24 billion plus about $465 million of cash on hand will pay the cash portion of the Frontier purchase price. This funds the June 2010 acquisition and adds debt; the filing does not say what happens to the $800 million bridge facility.

material agreement

Filed in connection with financing the Frontier deal, this update gives contract backlog of $6.72 billion at June 30, 2010 ($5.86 billion floaters, $0.86 billion non-floaters). It discloses that Noble's U.S. Gulf of Mexico rigs, about 25% of first-quarter 2010 revenue, were hit by the post-Deepwater Horizon drilling moratorium: Anadarko claims force majeure on the Noble Amos Runner contract and is in litigation with Noble, with no revenue recognised and $110 million of backlog at risk; the Noble Clyde Boudreaux moved to a $145,000 daily standby rate through December 2010 and its earlier contract was cancelled, removing $304 million of backlog; and the Noble Paul Romano is idle. Frontier is still expected to close by the end of July 2010. This continues the Frontier thread and adds a Gulf of Mexico risk.

business combination

On June 27, 2010 Noble agreed to buy FDR Holdings Limited (Frontier) for cash, with total consideration of $2.16 billion, which includes Noble's share of estimated joint venture obligations for future construction costs and related non-recourse project financing. Closing is expected around July 30, 2010. An $800 million bridge facility is arranged, to be used with cash on hand and revolver borrowings. Noble also signed Shell contracts, conditional on the Frontier closing: 10-year contracts on the drillship Noble Globetrotter (due second half of 2011) and a second drillship (expected second half of 2013), and a three-year extension on the Noble Jim Thompson. Shell can also suspend contracts on Noble Gulf of Mexico rigs during the drilling restrictions, paying a reduced rate, with contract terms extended by the suspension period. This is a new growth thread.

business combination

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

listing compliance notice

On March 26, 2009 the Cayman court approved the reorganisation and it was completed: each Cayman ordinary share was cancelled and exchanged one-for-one for a share of the new Swiss Noble Corporation, and the Cayman company became a wholly owned subsidiary of the Swiss parent. The Swiss shares began trading on the NYSE under the same symbol, NE, on March 27, 2009. This completes the Swiss re-domiciliation planned since December 2008.

listing compliance notice

On December 19, 2008 Noble Corporation (Cayman Islands) agreed a merger and reorganisation under Cayman court schemes of arrangement that would move the parent company's incorporation to Switzerland. Existing shareholders get one share of the new Swiss Noble Corporation for each Cayman ordinary share, and Noble-Cayman becomes a wholly-owned subsidiary. The deal needs shareholder approval and Cayman Grand Court sanction, and the board can abandon it; Swiss law will govern shareholder rights, and 15 million extra shares are to be issued for employee plans and general purposes. Whether the Sugar Land headquarters will move is undecided.

business combination

On November 18, 2008 Noble and its subsidiary Noble Holding International Limited agreed to sell $250 million of 7.375% Senior Notes due March 15, 2014, guaranteed by Noble Corporation, for net proceeds of about $247.2 million. Noble plans to use the money to repay $150 million of a subsidiary's debt maturing March 2009 and the balance of its unsecured revolving bank credit facility, with the rest for general corporate purposes.

debt financing

On July 27, 2007 Noble's board approved a two-for-one stock split, paid as a stock dividend on August 28, 2007 to holders of record on August 7, 2007. It also declared a quarterly cash dividend of $0.04 per ordinary share, payable September 21, 2007 to holders of record on September 7, 2007. Shareholders will hold twice as many shares after the split; the filing does not state the per-share basis of the dividend relative to the split.

dividend declaration

On July 24, 2007 Noble borrowed $685 million under a short-term loan from Goldman Sachs Credit Partners, due September 27, 2007, at 5.64%. The money repaid an intercompany loan from a wholly-owned subsidiary that is being liquidated and dissolved from July 25, 2007; Noble says it expects liquidation proceeds to repay the loan by maturity. The filing does not say why the subsidiary is being dissolved.

debt financing

On March 15, 2007 Noble signed a new $600 million five-year revolving credit agreement with Citibank as agent, due March 15, 2012 and expandable to $800 million. It replaces the 2002 Amended and Restated Credit Agreement (the Nordea-led bank facility), which was repaid with an $85 million first draw at 5.565%. This replaces the earlier bank facility and its Nov 2009 maturity.

debt financing

Noble Corporation issued $300 million of 5.875% Senior Notes due June 1, 2013 on May 26, 2006, guaranteed by Noble Drilling Corporation; this completes the offering marketed in the May 23 free-writing prospectus. Net proceeds of about $297.5 million were used to repay $135 million under its unsecured revolving bank credit facility, with the balance for general corporate purposes. The filing does not mention the US$600 million Goldman Sachs loan from the Smedvig purchase.

material agreement

On March 31, 2006 Noble submitted acceptances to sell its Smedvig shares to SeaDrill under SeaDrill's mandatory offer (NOK 205 per Class A share, NOK 165 per Class B share), with payment due by April 7, 2006. This reverses the earlier possibility of Noble making its own offer for Smedvig. Noble must pay the former Smedvig owners the excess over its purchase price (NOK 200 and NOK 150) within seven days of settlement. The filing gives no total sale proceeds or resulting gain.

asset acquisition disposition

The Smedvig share purchase closed on December 23, 2005 (about US$691 million, 39.24% of Class A and 28.87% of total shares). Noble borrowed US$600 million from Goldman Sachs Credit Partners under a new credit agreement (due February 20, 2006) plus a draw on its existing bank facility. Noble said it is reviewing alternatives for making an offer for the rest of Smedvig, with no terms or timetable set.

asset acquisition disposition

On December 12, 2005 Noble agreed to buy 21,095,600 Class A and 2,501,374 Class B shares of Smedvig ASA from the Smedvig family and related entities for NOK 4,594,326,100 (about US$695 million). That would give it about 39.24% of Smedvig's Class A shares and 28.87% of its total shares. Closing was set for December 23, 2005, to be paid from cash, the existing bank credit agreement and/or new debt.

material agreement