Noble Corporation plc (“Noble”) announced that the business combination with The Drilling Company of 1972 A/S (“Maersk Drilling”) has been successfully completed. The transaction concluded through the completion of Noble’s recommended voluntary public share exchange offer to the shareholders of Maersk Drilling.
Noble’s President and Chief Executive Officer, Robert Eifler, commented “It marks an exciting new chapter as we bring together these two exceptional companies. The fundamental industrial logic of the combination is clear and has only grown stronger over the past year, driven by steady improvements in the offshore drilling market and a deeper appreciation of the immense talent across this newly combined team. I’d personally like to thank the employees of both companies for their sustained focus on safety, integrity, and service as we have worked through this demanding transaction process. I look forward to supporting this team through a rapid integration as we aim to position Noble as a new and dynamic leader in offshore drilling.”
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Charles M. (Chuck) Sledge, Noble’s Chairman of the Board of Directors, added:Â ” We are excited to join forces with Maersk Drilling’s talented team and embark on this journey together as a combined company. I am confident that Noble is now better positioned to deliver enhanced value to all our customers and shareholders.”
Consistent with the strategic rationale described in the merger announcement, the combination creates significant operational and financial opportunities for Noble’s customers, shareholders, and employees through:
- A World Class Fleet among the youngest and highest specification fleets in the industry, with global scale and diversification and a combined track record of industry-leading utilization.
- Enhanced Customer Experience uniting two complementary cultures that are focused on best-in-class safety and customer satisfaction as well as a commitment to being an industry leader around sustainability and innovation.
- Highly Attractive Financial Characteristics supported by contract backlog (as of October 3, 2022) of over $4 billion and a conservative balance sheet with low leverage and significant liquidity, Noble is set up to be a strong platform for cash flow generation and distribution potential.
- Significant Accretion from Scale and Synergies annual cost synergies of at least $125 million, which are expected to be realized within two years after closing, with Noble’s cost-competitiveness meaningfully enhanced via scale.
Noble has received preliminary commitments from a group of banks to enter into a $350 million, 3-year term loan to replace the existing Maersk Drilling syndicated facilities. Additionally, Noble has received a preliminary commitment for a $150 million, 3-year term loan to replace the existing Maersk Drilling loan with Danish Ship Finance. Each loan has an indicative initial interest rate of Term SOFR plus 3.50% with margin increases beginning in year two. The loans remain subject to final documentation and customary closing conditions, which Noble anticipates will be completed during the fourth quarter. Noble expects to close the previously announced sale of five jackup rigs (Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert, and Noble Lloyd Noble, together the “Remedy Rigs”) to Shelf Drilling Ltd. on October 5th for cash proceeds of $375 million.
Additionally, results from the exchange offer for Maersk Drilling shares show a strong preference for settlement in Noble shares rather than cash, with less than $2 million estimated cash required at settlement relative to the $50 million maximum cash settlement amount. Separately, the cash versus shares settlement split pertaining to the compulsory purchase (“squeeze-out”) of the 9.97% minority of Maersk Drilling shareholders that did not tender their shares in the exchange offer will be known upon completion of the squeeze-out in mid-November 2022 (as further set out below). Based on the closing of the business combination, investors should not rely on Noble’s previously issued financial guidance for 2022, which is no longer applicable on a combined company basis. Noble will update the market with refreshed financial guidance in the near future.
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Reference is made to the voluntary public share exchange offer by Noble to the shareholders of Maersk Drilling to acquire the entire share capital in Maersk Drilling (excluding any treasury shares) in connection with the business combination between Noble Corporation and Maersk Drilling (the “Business Combination”) as announced on August 8, 2022 (the “Exchange Offer”). The Exchange Offer was made pursuant to the business combination agreement (the “Business Combination Agreement”) to combine Noble Corporation and Maersk Drilling, which was announced on November 10, 2021.
On September 8, 2022, Nasdaq Copenhagen A/S (“Nasdaq Copenhagen“) provided their conditional approval for the admission to trading and official listing of Noble Shares (in the form of share entitlements) on Nasdaq Copenhagen under the symbol “NOBLE”. As per the approval, and due to the satisfaction of the conditions contained therein, trading in Noble Shares will commence at 9:00 a.m. (CEST) today. Noble Shares are issued in USD, and the trading on Nasdaq Copenhagen and clearing through Euronext Securities Copenhagen will be carried out in DKK. In addition, Noble Shares are also listed on NYSE under the symbol “NE”.
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