LONDON, Jan. 17, 2018 /PRNewswire/ -- Noble Corporation
plc ("Noble-UK") (NYSE: NE) announced today, on behalf of its
indirect, wholly-owned subsidiary, Noble Holding International
Limited ("NHIL"), that NHIL has commenced cash tender offers (the
"Tender Offers") for up to an aggregate principal amount that will
not result in an Aggregate Purchase Price (as defined below) that
exceeds $750,000,000 (subject to
increase or decrease by NHIL, the "Aggregate Maximum Tender
Amount") of NHIL's outstanding 4.00% Senior Notes due 2018 (the
"2018 Notes"), for which the interest rate has been increased to
5.75% and of which $250,000,000
principal amount is currently outstanding, 4.90% Senior Notes due
2020 (the "2020 Notes"), of which $167,766,000 principal amount is currently
outstanding, 4.625% Senior Notes due 2021 (the "2021 Notes"), of
which $208,675,000 principal amount
is currently outstanding, 3.95% Senior Notes due 2022 (the "2022
Notes"), of which $125,661,000
principal amount is currently outstanding, and 7.75% Senior Notes
due 2024 (the "2024 Notes"), of which $1,000,000,000 principal amount is currently
outstanding, and the outstanding 7.50% Senior Notes due 2019
(together with the 2018 Notes, the 2020 Notes, the 2021 Notes, the
2022 Notes and the 2024 Notes, the "Notes") issued by certain
subsidiaries (the "2019 Notes Issuers") of Noble Corporation, a
Cayman Islands exempted company
and the guarantor of the Notes ("Noble-Cayman"), of which
$201,695,000 principal amount is
currently outstanding. Information related to the Notes and the
Tender Offers is listed in the table below. NHIL refers to the
aggregate amount that all holders of Notes are entitled to receive,
excluding Accrued Interest (as defined below), for their Notes that
are validly tendered and accepted for purchase by NHIL as the
"Aggregate Purchase Price."
The aggregate principal amount of the 2024 Notes that may be
purchased pursuant to the Tender Offers will not exceed
$250,000,000, subject to increase or
decrease by NHIL (the "2024 Tender Cap").
In conjunction with certain of the Tender Offers, NHIL has also
commenced solicitations (each a "Consent Solicitation" and,
collectively, the "Consent Solicitations") of consents (each a
"Consent" and, collectively, the "Consents") from holders of
certain series of Notes to amend certain provisions (the "Proposed
Amendments") of (i) the indenture, dated as of March 1, 1999 (as supplemented, the "1999
Indenture"), between Noble Drilling Corporation and The Bank of New
York Mellon Trust Company, N.A. (as successor in interest to
JPMorgan Chase Bank, National Association), as trustee, (ii) the
indenture, dated as of November 21,
2008 (as supplemented, the "2008 Indenture"), between NHIL
and The Bank of New York Mellon Trust Company, N.A. (as successor
in interest to JPMorgan Chase Bank, National Association), as
trustee, or (iii) the indenture, dated as of March 16, 2015 (as supplemented, the "2015
Indenture"), among NHIL, Noble-Cayman and Wells Fargo Bank, N.A.,
as trustee (collectively, the "Indentures"). The Proposed
Amendments would amend the applicable Indenture with respect to the
applicable series of Notes to, among other things, eliminate
substantially all of the restrictive covenants and certain events
of default under the 1999 Indenture, the 2008 Indenture and the
2015 Indenture and modify certain notice requirements for
redemption of the applicable series of Notes issued under the 1999
Indenture and the 2015 Indenture.
If there is a Consent Solicitation with respect to a series of
Notes, holders may not tender such Notes without delivering their
Consents pursuant to the related Consent Solicitation and may not
deliver Consents without tendering their Notes pursuant to the
related Tender Offer.
The terms and conditions of the Tender Offers are described in
an Offer to Purchase and Consent Solicitation Statement, dated
January 17, 2018 (the "Offer to
Purchase and Consent Solicitation"), and the accompanying Letter of
Transmittal and Consent. The amounts of each series of Notes to be
purchased may be prorated as set forth in the Offer to Purchase and
Consent Solicitation.
Title of
Notes
|
CUSIP
Number(1)
|
Aggregate
Principal Amount Outstanding
|
Tender
Cap
|
Acceptance
Priority Level
|
Tender Offer
Consideration(2)
|
Early Tender
Premium (2)
|
Total
Consideration(2)(3)
|
4.00% Senior Notes
due 2018*
|
65504LAM9
|
$250,000,000
|
N/A
|
1
|
$974.93
|
$30.00
|
$1,004.93
|
7.50% Senior Notes
due 2019
|
655042AD1
|
$201,695,000
|
N/A
|
2
|
$1,029.30
|
$30.00
|
$1,059.30
|
4.90% Senior Notes
due 2020
|
65504LAC1
|
$167,766,000
|
N/A
|
3
|
$992.50
|
$30.00
|
$1,022.50
|
4.625% Senior Notes
due 2021
|
65504LAF4
|
$208,675,000
|
N/A
|
4
|
$960.00
|
$30.00
|
$990.00
|
3.95% Senior Notes
due 2022
|
65504LAJ6
|
$125,661,000
|
N/A
|
5
|
$890.00
|
$30.00
|
$920.00
|
7.75% Senior Notes
due 2024**
|
65504LAP2
|
$1,000,000,000
|
$250,000,000
|
6
|
$930.00
|
$30.00
|
$960.00
|
|
|
|
|
|
|
|
|
* The interest
rate for the 2018 Notes has been increased to 5.75% pursuant to the
terms of the indenture governing the 2018 Notes.
|
** The 2024 Notes do
not have a related Consent Solicitation.
|
(1) No representation
is made as to the correctness or accuracy of the CUSIP Numbers
listed in the Offer to Purchase and Consent Solicitation or the
accompanying Letter of Transmittal and Consent or printed on the
Notes. They are provided solely for the convenience of holders of
the Notes.
|
(2) Per $1,000
principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for purchase by NHIL.
|
(3) Includes the
Early Tender Premium (as defined below) for Notes validly tendered
prior to the Early Tender Date (as defined below) (and not validly
withdrawn) and accepted for purchase by NHIL.
|
The order of priority for the purchase of the Notes (the
"Acceptance Priority Levels") is shown in the table above, with 1
being the highest Acceptance Priority Level and 6 being the lowest
Acceptance Priority Level. The Tender Offers and the Consent
Solicitations will expire at midnight, New York City time, at the end of the day on
February 13, 2018, unless extended or
earlier terminated by NHIL (such date and time, as it may be
extended, the "Expiration Date"). No tenders of Notes or deliveries
of related Consents submitted after the Expiration Date will be
valid.
Subject to the terms and conditions of the Tender Offers and the
Consent Solicitations, the consideration for each $1,000 principal amount of Notes validly tendered
(and not validly withdrawn) and accepted for purchase by NHIL
pursuant to the Tender Offers will be the tender offer
consideration for such series of Notes set forth in the table above
(with respect to each series of Notes, the "Tender Offer
Consideration"). Holders of Notes that are validly tendered (with
Consents that have been validly delivered, if applicable) and not
validly withdrawn (or Consents revoked) at or prior to 5:00 p.m., New York
City time, on January 30, 2018
(such date and time, as it may be extended, the "Early Tender
Date") and accepted for purchase by NHIL pursuant to the Tender
Offers will receive the applicable Tender Offer Consideration for
such series, plus the applicable early tender premium for such
series of Notes set forth in the table above (with respect to each
series of Notes, the "Early Tender Premium" and, together with the
applicable Tender Offer Consideration, the "Total Consideration"),
subject to the terms and conditions of the Tender Offers and the
Consent Solicitations. Holders of Notes validly tendering their
Notes (and validly delivering their Consents, if applicable) after
the Early Tender Date will not be eligible to receive the Early
Tender Premium.
All Notes validly tendered and accepted for purchase by NHIL
pursuant to the Tender Offers will receive the applicable
consideration set forth in the table above, plus accrued and unpaid
interest on such Notes from the last interest payment date with
respect to those Notes to, but not including, the applicable
Settlement Date (as defined below) ("Accrued Interest").
Tendered Notes may be validly withdrawn from the Tender Offers,
and delivered Consents may be revoked, at or prior to 5:00 p.m., New
York time, on January 30,
2018, unless extended by NHIL (such date and time, as it may
be extended, the "Withdrawal Deadline"). Holders who validly tender
their Notes (and validly deliver any related Consents) after the
Withdrawal Deadline, but prior to the Expiration Date, may not
validly withdraw their tendered Notes (or validly revoke their
Consents).
NHIL reserves the right, but is under no obligation, to increase
or decrease the Aggregate Maximum Tender Amount or the 2024 Tender
Cap at any time, in each case without extending the Early Tender
Date or the Withdrawal Deadline for any Tender Offer or otherwise
reinstating withdrawal or revocation rights of holders, subject to
applicable law, which could result in NHIL purchasing a greater or
lesser amount of Notes in the Tender Offers.
NHIL reserves the right, but is under no obligation, at any
point following the Early Tender Date and before the Expiration
Date, subject to the satisfaction or waiver of the conditions to
the Tender Offers and the Consent Solicitations, to accept for
purchase any Notes validly tendered (with Consents that have been
validly delivered, if applicable) and not validly withdrawn (or
Consents revoked) at or prior to the Early Tender Date (the
settlement date of such purchase being the "Early Settlement
Date"), subject to the Aggregate Maximum Tender Amount, the 2024
Tender Cap, the Acceptance Priority Levels and proration. The Early
Settlement Date will be determined at NHIL's option and is
currently expected to occur on February 1,
2018, the second business day after the Early Tender Date,
subject to all conditions to the Tender Offers and the Consent
Solicitations having been either satisfied or waived by NHIL. On
such Early Settlement Date, NHIL will accept Notes validly tendered
(with Consents that have been validly delivered, if applicable) and
not validly withdrawn (or Consents revoked) at or prior to the
Early Tender Date, subject to the Aggregate Maximum Tender Amount,
the 2024 Tender Cap, the Acceptance Priority Levels and proration.
NHIL will purchase any remaining Notes that have been validly
tendered (with Consents that have been validly delivered, if
applicable) and not validly withdrawn (or Consents revoked) at or
prior to the Expiration Date and that NHIL chooses to accept for
purchase, subject to all conditions to the Tender Offers and the
Consent Solicitations having been either satisfied or waived by
NHIL, promptly following the Expiration Date (the settlement date
of such purchase being the "Final Settlement Date"; the Final
Settlement Date and the Early Settlement Date each being a
"Settlement Date"), subject to the Aggregate Maximum Tender Amount,
the 2024 Tender Cap, the Acceptance Priority Levels and proration.
The Final Settlement Date is expected to occur on February 14, 2018, the first business day
following the Expiration Date, assuming that the conditions to the
Tender Offers and the Consent Solicitations are satisfied or waived
and Notes having an aggregate purchase price equal to the Aggregate
Maximum Tender Amount are not purchased on the Early Settlement
Date. Notes accepted on the Final Settlement Date, if any, will be
accepted subject to the Aggregate Maximum Tender Amount, the 2024
Tender Cap, the Acceptance Priority Levels and proration.
Subject to the Aggregate Maximum Tender Amount, the 2024 Tender
Cap and proration, NHIL will accept Notes for purchase as follows:
(1) with respect to Notes tendered at or before the Early Tender
Date, all Notes tendered at or before the Early Tender Date having
a higher Acceptance Priority Level will be accepted before any
Notes tendered at or before the Early Tender Date having a lower
Priority Acceptance Level are accepted and (2) with respect to
Notes tendered after the Early Tender Date, all Notes validly
tendered after the Early Tender Date having a higher Acceptance
Priority Level will be accepted before any Notes tendered after the
Early Tender Date having a lower Acceptance Priority Level are
accepted. For the avoidance of doubt, if the Tender Offers are not
fully subscribed as of the Early Tender Date, Notes tendered at or
before the Early Tender Date will be accepted for purchase in
priority to other Notes tendered after the Early Tender Date, even
if Notes tendered after the Early Tender Date have a higher
Acceptance Priority Level than Notes tendered prior to the Early
Tender Date.
Acceptance for tenders of any Notes may be subject to proration
if the aggregate principal amount for any series of Notes validly
tendered and not validly withdrawn would result in an Aggregate
Purchase Price for such Notes that exceeds the Aggregate Maximum
Tender Amount. Acceptance for tenders of 2024 Notes may be subject
to proration if the aggregate principal amount of 2024 Notes
validly tendered and not validly withdrawn would exceed the 2024
Tender Cap. In the event of any proration of a series of Notes, if
there is a Consent Solicitation with respect to such series of
Notes, the Consents delivered with respect to such series of Notes
shall be null and void. If the aggregate principal amount of Notes
validly tendered at or before the Early Tender Date results in an
Aggregate Purchase Price that exceeds the Aggregate Maximum Tender
Amount, NHIL will not accept for purchase any Notes tendered after
the Early Tender Date, and if the aggregate principal amount of
2024 Notes validly tendered at or before the Early Tender Date
exceeds the 2024 Tender Cap, NHIL will not accept for purchase any
2024 Notes tendered after the Early Tender Date, unless the
Aggregate Maximum Tender Amount or the 2024 Tender Cap is
increased, as applicable.
None of the Tender Offers is conditioned upon the tender of a
minimum amount of Notes, the consummation of any other Tender Offer
in respect of any other series of Notes or obtaining any Requisite
Consent (as defined below). The adoption of the Proposed Amendments
with respect to any Indenture or series of Notes is not conditioned
upon the consummation of any other Consent Solicitation or adoption
of the Proposed Amendments in respect of any other Indenture or
series of Notes or obtaining any Requisite Consent with respect to
any other Indenture or series of Notes. However, the Tender Offers
are subject to, and conditioned upon, the satisfaction or waiver of
certain conditions described in the Offer to Purchase and Consent
Solicitation, including NHIL's completion of its concurrently
announced unregistered offering of senior notes providing gross
proceeds of at least $500 million to
NHIL (the "Debt Financing").
NHIL expects to use the net proceeds from the Debt Financing,
together with cash on hand, to fund its payments of the Tender
Offer Consideration, the Total Consideration and fees and expenses
(including Accrued Interest) payable in connection with the Tender
Offers.
NHIL, or the 2019 Notes Issuers, as applicable, intend to
execute a supplement to each Indenture (each, a "Supplemental
Indenture") with the applicable trustee with respect to the
Proposed Amendments to the applicable Indenture if the requisite
consents to effect such Proposed Amendments (the "Requisite
Consents") are received, as described in the Offer to Purchase and
Consent Solicitation. Assuming that the Requisite Consents are
received, it is expected that a Supplemental Indenture will be
entered into promptly following the later of the receipt of such
Requisite Consents and the Withdrawal Deadline.
With respect to the 2018 Notes, the applicable Supplemental
Indenture will apply only to the 2018 Notes. With respect to the
2019 Notes, the applicable Supplemental Indenture will apply only
to the 2019 Notes. With respect to each of the 2020 Notes, the 2021
Notes and the 2022 Notes, the applicable Supplemental Indenture
will apply only to each such series of Notes for which the
applicable Requisite Consents were received.
Each Supplemental Indenture will become effective upon
execution, but will provide that the Proposed Amendments will not
become operative unless NHIL accepts the applicable Notes
satisfying the Requisite Consent required for purchase in the
applicable Tender Offer. In the event of any proration of a series
of Notes, if there is a Consent Solicitation with respect to such
series of Notes, the Consents delivered with respect to such series
of Notes shall be null and void. Additionally, if a Tender Offer or
the related Consent Solicitation is terminated or withdrawn, the
related Indenture will remain in effect in its present form unless
the Requisite Consents with respect to the Proposed Amendments to
such Indenture are otherwise obtained. The Proposed Amendments
constitute a single proposal with respect to each applicable series
of Notes, and a consenting holder of Notes must deliver a Consent
to the Proposed Amendments as an entirety and may not consent
selectively with respect to certain of the Proposed Amendments.
NHIL may amend, extend or, subject to certain conditions and
applicable law, terminate each Tender Offer or Consent Solicitation
at any time in its sole discretion.
Full details of the terms and conditions of the Tender Offers
and the Consent Solicitations are described in the Offer to
Purchase and Consent Solicitation and the accompanying Letter of
Transmittal and Consent, which are being sent by NHIL to holders of
the Notes. Holders of the Notes are encouraged to read these
documents, as they contain important information regarding the
Tender Offers and the Consent Solicitations.
NHIL has retained Wells Fargo Securities, LLC and Citigroup
Global Markets Inc. to act as the lead dealer managers for the
Tender Offers and the lead solicitation agents for the Consent
Solicitations. Questions or requests for assistance regarding the
terms of the Tender Offers and the Consent Solicitations should be
directed to Wells Fargo Securities, LLC at (866) 309-6316
(toll-free) or Citigroup Global Markets Inc. at (800) 558-3745
(toll-free). Requests for the Offer to Purchase and Consent
Solicitation and other documents relating to the Tender Offers and
the Consent Solicitations 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) 735-3591
(toll-free) (for all others) or ne@dfking.com.
None of NHIL, the 2019 Notes Issuers, Noble-UK, Noble-Cayman,
their respective boards of directors or directors, the dealer
managers, the solicitation agents, the tender agent and information
agent or the trustees with respect to the Notes or any of NHIL's,
the 2019 Notes Issuers', Noble-UK'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 or
deliver any Consents pursuant to the Consent Solicitations. Holders
must make their own decision as to whether to tender their Notes
and, if applicable, to deliver their Consents, and, if so, the
principal amount of Notes as to which action is to be taken.
The Tender Offers and the Consent Solicitations are only being
made pursuant to the Offer to Purchase and Consent Solicitation and
the accompanying Letter of Transmittal and Consent. This press
release is neither an offer to purchase nor a solicitation of an
offer to sell any Notes in the Tender Offers. The Tender Offers and
the Consent Solicitations are not being 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
and the Consent Solicitations are required to be made by a licensed
broker or dealer, the Tender Offers and the Consent Solicitations
will be deemed to be made on behalf of NHIL by the dealer managers
and solicitation agents, 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. Offers of any such securities will be made in
the United States only by means of
a private offering memorandum pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and
outside the United States to
non-U.S. persons pursuant to Regulation S under the Securities
Act.
Forward-Looking Disclosure Statement
Statements in this press release regarding activities or events
that may occur in the future, including statements about the Tender
Offers and the Consent Solicitations, the intended use of proceeds
or other aspects of the Debt Financing, rig demand, the offshore
drilling market, oil prices, contract backlog, fleet status, our or
our affiliates' financial position, business strategy, impairments,
repayment of debt, credit ratings, borrowings under our or our
affiliates' credit facilities or other instruments, sources of
funds, future capital expenditures, contract commitments, dayrates,
contract commencements, extension or renewals, contract tenders,
the outcome of any dispute, litigation, audit or investigation,
plans and objectives of management for future operations, foreign
currency requirements, results of joint ventures, indemnity and
other contract claims, construction and upgrade of rigs, industry
conditions, access to financing, impact of competition,
governmental regulations and permitting, availability of labor,
worldwide economic conditions, taxes and tax rates, indebtedness
covenant compliance, dividends and distributable reserves, timing
or results of acquisitions or dispositions and timing for
compliance with any new regulations, as well as any other
statements in this release that are not historical facts, 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, litigation, 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-UK'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-UK, a public limited company incorporated under the laws of
England and Wales. Noble-Cayman performs, through its
subsidiaries, contract drilling services with a global fleet of
mobile offshore drilling units.
NHIL is an indirect, wholly-owned subsidiary of Noble-Cayman.
NHIL performs, through its subsidiaries, contract drilling services
with a global fleet of mobile offshore drilling units.
View original
content:http://www.prnewswire.com/news-releases/noble-corporation-plc-announces-cash-tender-offers-for-senior-notes-by-wholly-owned-subsidiary-300583831.html
SOURCE Noble Corporation