LONDON, Dec. 28, 2016 /PRNewswire/ -- Noble Corporation
plc (NYSE: NE) announced today, on behalf of its indirect,
wholly-owned subsidiary, Noble Holding International Limited
("NHIL"), the results to date of NHIL's previously announced cash
tender offers (each, a "Tender Offer" and, collectively, the
"Tender Offers") for the outstanding notes of NHIL set forth in the
table below (collectively, the "Notes").
The following table sets forth the approximate aggregate
principal amounts of each series of Notes that were tendered and
not withdrawn on or prior to 5:00
p.m., New York City time,
on December 27, 2016 (the "Early
Tender Date"):
|
|
|
|
|
|
|
|
|
Title of
Notes
|
CUSIP
Number
|
Aggregate
Principal
Amount
Outstanding
Prior to
Tender
Offers
|
Aggregate
Principal
Amount of
Notes
Tendered(1)
|
Tender
Cap
|
Acceptance
Priority
Level
|
Tender Offer
Consideration(2)
|
Early
Tender
Premium(2)
|
Total
Consideration
(2)(3)
|
|
|
|
|
|
|
|
|
|
4.90% Senior Notes
due 2020
|
65504LAC1
|
$467,762,000
|
$339,008,000
|
$300,000,000
|
1
|
$1,002.50
|
$30.00
|
$1,032.50
|
|
|
|
|
|
|
|
|
|
3.95% Senior Notes
due 2022
|
65504LAJ6
|
$400,000,000
|
$274,339,000
|
N/A
|
2
|
$900.00
|
$30.00
|
$930.00
|
|
|
|
|
|
|
|
|
|
4.625% Senior Notes
due 2021
|
65504LAF4
|
$396,612,000
|
$309,487,000
|
N/A
|
3
|
$955.00
|
$30.00
|
$985.00
|
|
|
(1)
|
Notes tendered have
not been accepted.
|
(2)
|
Per $1,000.00
principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for purchase by NHIL.
|
(3)
|
Includes the early
tender premium of $30.00 per $1,000.00 principal amount of Notes
validly tendered prior to the Early Tender Date (and not validly
withdrawn) and accepted for purchase by NHIL.
|
The Tender Offers will expire at midnight, New York City time, at the end of the day on
January 11, 2017 (such date and time
with respect to a Tender Offer, as it may be extended for such
Tender Offers, the "Expiration Date"). No tenders will be
valid if submitted after the Expiration Date. The deadline
for holders to validly withdraw tenders of Notes has passed.
Accordingly, Notes that were already tendered at or before the
Early Tender Date and any additional Notes that are tendered at or
prior to the Expiration Date may not be withdrawn, except in
certain limited circumstances where additional withdrawal rights
are required by law.
The Tender Offers were only made pursuant to the terms and
conditions as described in the Offer to Purchase and the related
Letter of Transmittal. However, the Financing Condition (as defined
in the Offer to Purchase) with respect to the Tender Offers is
expected to be satisfied on the date hereof upon the closing of
NHIL's previously announced offering of 7.750% senior unsecured
notes due 2024 in an aggregate principal amount of $1,000,000,000.
As previously announced, the aggregate principal amount of
NHIL's 4.90% Senior Notes due 2020 (the "2020 Notes") that may be
purchased pursuant to the Tender Offers may not exceed $300,000,000 (the "2020 Tender Cap"). As of the
Early Tender Date, the 2020 Tender Cap has been exceeded and, as a
result, NHIL will not accept for purchase any additional 2020 Notes
tendered in the Tender Offers after the Early Tender Date. The
proration factor for the 2020 Notes is approximately 89%.
Because the aggregate principal amount of the Notes tendered at
or prior to the Early Tender Date would result in an Aggregate
Purchase Price (as defined in the Offer to Purchase) that exceeds
$750 million, or the Aggregate
Maximum Tender Amount (as defined in the Offer to Purchase), the
4.625% Senior Notes due 2021 that were validly tendered and not
validly withdrawn at or prior to the Early Tender Date will be
prorated and accepted for purchase, and NHIL will not accept for
purchase any additional Notes tendered after the Early Tender
Date. Subject to the satisfaction or waiver of all remaining
conditions to the Tender Offers described in the Offer to Purchase
having been either satisfied or waived by NHIL, NHIL expects to
accept tenders of (i) 2020 Notes up to the 2020 Tender Cap, (ii)
all 3.95% Senior Notes due 2022, and (iii) 4.625% Senior Notes due
2021 based on a proration factor of approximately 61%.
Notes would be purchased on the "Early Settlement Date," which
is currently expected to occur on the date hereof.
NHIL retained Credit Suisse Securities (USA) LLC to act as the dealer manager for the
Tender Offers. Questions or requests for assistance regarding the
terms of the Tender Offers should be directed to Credit Suisse
Securities (USA) LLC at (800)
820-1653 (toll-free). Requests for the Offer to Purchase, dated
December 13, 2016 (the "Offer to
Purchase") and other documents relating to the Tender Offers may be
directed to D.F. King & Co.,
Inc., the tender agent and information agent for the Tender Offers,
at (212) 269-5550 (for banks and brokers only) or (800) 591-8252
(toll-free) (for all others).
None of NHIL, Noble Corporation, a Cayman Islands company and a wholly-owned
subsidiary of Noble ("Noble-Cayman"), their respective boards of
directors, the dealer manager, the tender agent and information
agent or the trustee with respect to the Notes or any of NHIL's,
Noble-Cayman's or their respective affiliates is making any
recommendation as to whether holders should tender any Notes in
response to the Tender Offers. Holders must make their own
decisions as to whether to participate in the Tender Offers, and,
if so, the principal amount of Notes to tender.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any of the Notes. The Tender
Offers were not made to holders of Notes in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction.
In any jurisdiction in which the Tender Offers were required to be
made by a licensed broker or dealer, the Tender Offers will be
deemed to have been made on behalf of NHIL by the dealer manager,
or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities issued in connection
with any notes offering, nor shall there be any sale of the
securities issued in such an offering in any jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any such securities will be offered only by
means of a prospectus, including a prospectus supplement relating
to such securities, meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
Forward-Looking Disclosure Statement
Statements regarding activities or events that Noble believes
will or may occur in the future, including statements about the
Tender Offers, as well as any other statements that are not
historical facts in this release, are forward-looking statements
that involve certain risks, uncertainties and assumptions. These
include but are not limited to operating hazards and delays, risks
associated with operations outside the U.S., actions by regulatory
authorities, credit rating agencies, customers, joint venture
partners, contractors, lenders and other third parties, legislation
and regulations affecting drilling operations, compliance with
regulatory requirements, factors affecting the level of activity in
the oil and gas industry, supply and demand of drilling rigs,
factors affecting the duration of contracts, the actual amount of
downtime, factors that reduce applicable dayrates, violations of
anti-corruption laws, hurricanes and other weather conditions,
market conditions, the future price of oil and gas and other
factors detailed in Noble's most recent Form 10-K, Form 10-Qs and
other filings with the Securities and Exchange Commission. Should
one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those indicated.
Noble-Cayman is an indirect, wholly-owned subsidiary of Noble
Corporation plc, a public limited company incorporated under the
laws of England and Wales. Noble-Cayman performs, through its
subsidiaries, contract drilling services with a fleet of offshore
drilling unit located worldwide.
NHIL is an indirect, wholly-owned subsidiary of Noble-Cayman.
NHIL performs, through its subsidiaries, worldwide contract
drilling services with a fleet of offshore drilling units located
worldwide.
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SOURCE Noble Corporation