Each one in plain English, with the numbers worked through for a shareholder.
26 July 2010material agreement● NeutralMajor
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.
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.
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.
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.
In an internal reshuffle of subsidiaries (September 25 and October 1, 2009), new Noble Drilling Services entities became co-issuers of Noble Drilling's 7.50% Senior Notes due 2019 (about $202 million outstanding), and Noble Holding International Limited added a guarantee of the Cayman company's 5.875% notes due 2013 (about $300 million outstanding) and its March 2007 revolving credit agreement. No borrowings were outstanding under the revolver as of September 30, 2009. No new money was raised; this follows the move to Switzerland and shifts who stands behind existing debt.
27 Mar 2009listing compliance notice● NeutralMajor
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.
On February 4, 2009 the parties amended the December 2008 agreement to move the parent company from the Cayman Islands to Switzerland. The amendment swaps in a new form of the Swiss company's articles of association and gives more flexibility on the timing and terms of any guarantee or assumption by the Swiss parent of debts of the Cayman company or its subsidiaries. A revised Q&A for the deal was also posted. This continues the re-domiciliation thread; shareholder approval and court sanction are still outstanding as far as this filing shows.
On January 16, 2009 Noble obtained consents from the required lenders under its revolving credit agreement, who agreed to the planned move of the parent company to Switzerland and waived the change-of-ownership default that the transaction would otherwise trigger. This clears one obstacle to the December 2008 reorganisation; shareholder approval and court sanction are still outstanding as far as this filing shows.
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.
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.
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.
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.
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.
Capital Research and Management Company reported a Noble Finance Co shareholding of 4,690,000 shares (3.40% of votes) in a periodic institutional filing.
On September 7, 2006 Noble agreed to hire David W. Williams, formerly an Executive Vice President of Diamond Offshore Drilling, as Senior Vice President of Business Development at a $450,000 annual salary. He gets 50,000 stock options and 50,000 time-vested restricted shares, vesting over three years, which adds some potential share issuance. He is also to have a change-of-control employment agreement.
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.
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.
On March 2, 2006, the US$600 million Goldman Sachs Credit Partners loan was extended again, from May 22, 2006 to April 1, 2007, and Goldman gained a right to syndicate the loan under certain conditions. Other terms are unchanged.
On February 17, 2006, Noble and Goldman Sachs Credit Partners extended the maturity of the US$600 million acquisition loan (borrowed December 22, 2005) to May 22, 2006. All other terms stay unchanged.
Capital Research and Management Company, The Growth Fund of America, Inc reported a Noble Finance Co shareholding of 8,195,000 shares (6.20% of votes) in a periodic institutional filing.
Charles B. Johnson, Rupert H. Johnson, Jr, Templeton Global Advisors Limited reported a Noble Finance Co shareholding of 3,998,858 shares (2.90% of votes) in a periodic institutional filing.
Effective February 3, 2006, Noble amended its rights agreement so it expired once the board adopted a policy against having a shareholder rights plan, which it did; no rights remain outstanding. This ends the poison pill extended to 2015 in June 2005. Future plans would generally need member approval or be ratified or expire within a year.
28 Dec 2005asset acquisition disposition● NeutralMajor
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.
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.
Noble amended its shareholder rights agreement (the 'poison pill') on June 9, 2005, extending its expiry from July 10, 2005 to July 10, 2015 and raising the purchase price per right from $120 to $220.
