11 Oct 2022director interest notice● Neutral
Noble Corp plc 10%+ owner Pacific Investment Management CO LLC sold 772,591 shares.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
7 Oct 2022director interest notice● Neutral
Noble Corp plc 10%+ owner Pacific Investment Management CO LLC sold 612,621 shares.
5 Oct 2022asset acquisition disposition▲ GoodMajor
On October 5, 2022 Noble completed the sale of five jackup rigs (Noble Hans Deul, Houston Colbert, Lloyd Noble, Sam Hartley and Sam Turner) with related staff and support to Shelf Drilling for $375 million in cash. The sale was agreed June 23, 2022 and was described as an element of the Maersk Drilling combination. Noble will keep operating the Noble Lloyd Noble under a charter from Shelf Drilling until its Equinor contract ends, expected in the second quarter of 2023. The CEO said the proceeds add to the balance sheet and capital flexibility.
5 Oct 2022director interest notice● Neutral
Noble Corp plc 10%+ owner Pacific Investment Management CO LLC sold 500,000 shares.
3 Oct 2022director interest notice● Neutral
Claus Hemmingsen became a Noble Corp plc director and company insider (initial ownership filing).
3 Oct 2022director interest notice● Neutral
Noble Corp plc director Al J. Hirshberg acquired 50,347 shares and disposed of 50,347 in a set of related equity transactions.
3 Oct 2022director interest notice● Neutral
Noble Corp plc officer Richard B. Barker acquired 606,971 shares and disposed of 638,173 in a set of related equity transactions.
3 Oct 2022director interest notice● Neutral
Noble Corp plc director Ann Darlene Pickard acquired 50,347 shares and disposed of 50,347 in a set of related equity transactions.
3 Oct 2022director interest notice● Neutral
Noble Corp plc officer Laura D. Campbell acquired 101,865 shares and disposed of 106,324 in a set of related equity transactions.
3 Oct 2022asset acquisition disposition▲ GoodMajor
On October 3, 2022 Noble completed the exchange offer for Maersk Drilling, so Noble Corporation plc is now the ultimate parent of both Noble and Maersk Drilling. Maersk Drilling shares not tendered are to be compulsorily bought out for shares or cash. Noble also agreed with APMH Invest A/S that it can nominate two directors while owning at least 20% of the shares, or one while owning 15% to under 20%, and signed a registration rights agreement with it. The new parent guarantees two Maersk Drilling bank loans: the DNB facility (about $460 million of term loans outstanding, plus $400 million of undrawn revolver, at September 30, 2022) and the DSF facility (about $266 million of term loans). The DNB term loans and revolver mature December 2023 and the DNB facility B loans December 2025, and the DSF facility matures December 2025. The shares also trade on Nasdaq Copenhagen as NOBLE. This closes the pending deal thread. The filing again states the 1.6137 exchange ratio.
3 Oct 2022director interest notice● Neutral
Noble Corp plc officer Robert W. Eifler acquired 2,152,509 shares and disposed of 2,277,387 in a set of related equity transactions.
3 Oct 2022director interest notice● Neutral
Noble Corp plc officer Joey M Kawaja acquired 287,413 shares and disposed of 296,898 in a set of related equity transactions.
3 Oct 2022director interest notice● Neutral
Noble Corp plc director Charles M Sledge acquired 59,901 shares and disposed of 59,901 in a set of related equity transactions.
3 Oct 2022director interest notice● Neutral
Noble Corp plc officer Blake Denton acquired 287,413 shares and disposed of 296,898 in a set of related equity transactions.
3 Oct 2022director interest notice● Neutral
Caroline Alting became a Noble Corp plc officer and company insider (initial ownership filing).
3 Oct 2022director interest notice● Neutral
Mikkel Ipsen became a Noble Corp plc officer and company insider (initial ownership filing).
3 Oct 2022director interest notice● Neutral
Kristin Holth became a Noble Corp plc director and company insider (initial ownership filing).
3 Oct 2022director interest notice● Neutral
Alastair Maxwell became a Noble Corp plc director and company insider (initial ownership filing).
3 Oct 2022director interest notice● Neutral
Noble Corp plc officer William E Turcotte acquired 444,918 shares and disposed of 469,930 in a set of related equity transactions.
30 Sept 2022securities registration● Neutral
Noble Corp plc filed an automatic shelf registration, effective immediately as a well-known seasoned issuer.
30 Sept 2022business combination▲ GoodMajor
On September 30, 2022 the Cayman-based Noble merged into a subsidiary of the new UK parent, Noble Corporation plc. Each Noble share became one share of the new company, and the three warrant tranches became warrants on the new company's shares (14,539,883 warrants outstanding after the combination). The shares kept the NE ticker on the NYSE. Noble holders approved the deal on May 10, 2022 with about 99% of votes cast in favour. The Maersk Drilling offer expired September 8 with 37,266,530 shares tendered (about 90.03%), and the offer was due to close October 3, followed by a compulsory purchase of the rest. This resolves the open question of the S-4 and shareholder vote. The filing states 1.6137 Topco shares per Maersk Drilling share, not the 1.637 seen in the March 2022 amendments, and the text does not explain the difference. Cash elections are capped at $1,000 per holder and $50 million in total.
9 Aug 2022securities registration● Neutral
Noble Corp plc filed the final prospectus for a registered offering.
29 Apr 2022securities registration● Neutral
Noble Corp plc filed the final prospectus for a registered offering.
11 Apr 2022securities registration● Neutral
Noble Corp plc filed the final prospectus for a registered offering.
5 Apr 2022business combination● Neutral
Noble filed Amendment No. 4 on April 5, 2022 to the Maersk Drilling combination registration statement as an exhibits-only filing. It contains only the cover page, an explanatory note, Part II (director indemnification rules, exhibit list, undertakings), the signature page and exhibits, so it carries no new deal terms. The rest of the registration statement is unchanged.
31 Mar 2022business combination● Neutral
Noble filed Amendment No. 3 on March 31, 2022 to the Maersk Drilling combination registration statement, keeping the 1.637 Topco shares per Maersk Drilling share (or cash) terms. It now includes the English translation of the Danish offer document plus an EU-rules exemption document, and says Topco is relying on the US Tier I tender offer exemption while still registering the shares on this form. The meeting date is still blank, so the deal is still not approved or closed.
9 Mar 2022business combination● Neutral
Noble filed Amendment No. 2 on March 9, 2022 to the Maersk Drilling combination registration statement. The exchange ratio is now stated as 1.637 Topco shares per Maersk Drilling share (or cash), versus 1.6137 in the first two filings; the text does not say why it changed (the difference could also be a typo). The filing also describes an English translation of the draft Danish offer document, and the meeting date is still blank.
7 Feb 2022business combination● Neutral
Noble filed Amendment No. 1 to the registration statement for the Maersk Drilling combination, now dated February 7, 2022. The visible text repeats the earlier terms (1.6137 Topco shares per Maersk Drilling share or cash, one-for-one conversion of Noble shares, meeting date still blank) and says the draft Danish offer document is still to be filed by later amendment. The visible text shows no new deal terms.
20 Dec 2021business combination● NeutralMajor
Noble filed, through a new UK holding company (Noble Finco Limited, called Topco), a registration statement for its planned combination with Denmark's Maersk Drilling under a November 10, 2021 agreement. Noble shares would convert one-for-one into Topco shares, and Maersk Drilling shareholders would be offered 1.6137 Topco shares per share or cash. Up to 136,418,442 Topco shares are registered, including up to 66,630,827 for Maersk Drilling holders. Noble's three warrant tranches would be swapped for Topco warrants, and penny warrants for Topco shares. Noble shareholders still need to vote at a meeting whose date is not yet set.