LONDON, July 31, 2020 /PRNewswire/ -- Noble
Corporation plc (NYSE: NE) ("Noble" or "the Company") today
announced that it has entered into a restructuring support
agreement (the "Agreement") with two ad hoc groups of the largest
holders of the Company's outstanding bond debt regarding a
consensual financial restructuring transaction that will
significantly deleverage the Company's balance sheet and position
the Company for long term growth.
The Agreement outlines, among other things, a comprehensive plan
for the elimination of all of the Company's bond debt, which
currently represents over $3.4
billion of debt, through the cancellation and exchange of
debt for new equity in the reorganized company. As further
support for the deleveraging transaction, the Company's major
bondholders have agreed to invest $200
million of new capital in the form of new second lien notes.
In addition, the Company is expected to emerge with an
enhanced liquidity position supported by a new $675 million secured revolving credit facility to
be provided by its current syndicate of revolving credit facility
lenders, with JPMorgan Chase Bank, N.A. as administrative
agent. The significant reduction of debt and annual interest
expense, combined with a strong liquidity position, will enable the
Company to reorient itself toward future growth and value creation
for all stakeholders.
In order to implement the restructuring transaction, the Company
and selected subsidiaries have filed voluntary petitions for relief
under chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court
for the Southern District of Texas
(the "Chapter 11 Cases"). The restructuring will be
implemented through a plan of reorganization that the Company
expects to be confirmed by this fall, allowing the Company's
emergence from chapter 11 before year end.
The Company has sufficient capital to fund its worldwide
operations and does not require additional post-petition financing
at this time. Noble plans to continue to operate as normal
and without interruption for the duration of the restructuring and
will continue to pay employee wages and health and welfare benefits
as well as vendors in the normal course.
Robert Eifler, President and
Chief Executive Officer, stated "Along with many other businesses
in our industry, Noble has been affected by the severe downturn in
commodity prices which has been compounded by the Covid-19
pandemic. After many months exploring our strategic options,
we concluded that a substantial deleveraging transaction
implemented through a Chapter 11 filing, supported by our largest
creditors, provides the best outcome for Noble and our
stakeholders. Our improved balance sheet and liquidity
position will enable us to further invest in our assets, customer
relationships and our people. I would like to personally
thank our employees for their continued dedication, as well as all
of our customers and service providers for their support and
partnership. We remain committed to the world class operational
excellence, safety and environmental stewardship that defines
Noble."
Additional information regarding the Chapter 11 Cases will be
available at www.noblecorp.com/restructuring. Court filings
and other information related to the court-supervised proceedings
are available at a website administered by the Company's claims
agent, EPIQ Restructuring Services, LLC, at
https://dm.epiq11.com/noble. Questions should be directed to our
dedicated restructuring hotline by phone at 855-917-3560 (toll free
in the U.S.) or 503-597-7713 (for international callers), or by
e-mail at NobleInfo@epiqglobal.com.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel to Noble, Evercore is serving as the Company's financial
advisor, and AlixPartners LLP is serving as operational
advisor. Porter Hedges LLP is serving as local legal counsel
and EPIQ Restructuring Services LLC is serving as administrative
agent.
Kramer Levin Naftalis &
Frankel LLP and Akin Gump LLP are serving as co-legal counsel and
Ducera Partners LLC is serving as financial advisor to an ad
hoc group of the Company's priority guaranteed noteholders.
Milbank LLP is serving as legal counsel and Houlihan Lokey
Capital, Inc. is serving as financial advisor to an ad hoc group of
the Company's senior noteholders.
Simpson Thacher & Bartlett LLP is serving as legal counsel
and PJT Partners is serving as financial advisor to JP Morgan.
About Noble Corporation plc
Noble is a leading offshore drilling contractor for the oil and
gas industry. The Company owns and operates one of the most modern,
versatile and technically advanced fleets in the offshore drilling
industry. Noble performs, through its subsidiaries, contract
drilling services with a fleet of 24 offshore drilling units,
consisting of 12 drillships and semisubmersibles and 12 jackups,
focused largely on ultra- deepwater and high-specification jackup
drilling opportunities in both established and emerging regions
worldwide. Noble is a public limited company registered in
England and Wales with company number 08354954 and
registered office at 10 Brook Street, London, W1S 1BG England. Additional information on Noble is
available at www.noblecorp.com.
Forward-looking Disclosure Statement
This communication includes "forward-looking statements" within
the meaning of Section 27A of the US Securities Act of 1933, as
amended, and Section 21E of the US Securities Exchange Act of 1934,
as amended. All statements other than statements of historical
facts included in this communication, including those regarding the
effect, impact, potential duration and other implications of the
Chapter 11 Cases, the global novel strain of coronavirus
("COVID-19") pandemic, and agreements regarding production levels
among members of the Organization of Petroleum Exporting Countries
and other oil and gas producing nations ("OPEC+"), and any
expectations we may have with respect thereto, and those regarding
rig demand, fleet condition, operational or financial performance,
the offshore drilling market, oil prices, contract backlog, fleet
status, our future financial position, business strategy,
impairments, repayment of debt, credit ratings, liquidity,
borrowings under our credit facility or other instruments, sources
of funds, future capital expenditures, contract commitments,
dayrates, contract commencements, extension or renewals, contract
tenders, the outcome of the Paragon Offshore litigation or any
other 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, reactivation, refurbishment, conversion 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
are forward-looking statements. Words such as "anticipate,"
"believe," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "project," "should," "shall," and "will" and similar
expressions are intended to be among the statements that identify
forward-looking statements. Although we believe that the
expectations reflected in such forward-looking statements are
reasonable, we cannot assure you that such expectations will prove
to be correct. These forward-looking statements speak only as of
the date of this communication and we undertake no obligation to
revise or update any forward-looking statement for any reason,
except as required by law. We have identified factors, including
but not limited to whether the requisite holders of our notes will
execute and deliver the restructuring support agreement, whether
the other conditions to the obligations of the consenting creditors
under the restructuring support agreement will be satisfied or
waived, risks and uncertainties relating to the Chapter 11 Cases
(including but not limited to our ability to obtain approval from
the United States Bankruptcy Court for the Southern District of
Texas (the "Bankruptcy Court")
with respect to motions in the Chapter 11 Cases, the effects of the
Chapter 11 Cases on the Company and its various constituents, the
impact of Bankruptcy Court rulings in the Chapter 11 Cases, our
ability to develop and implement a plan of reorganization that will
be approved by the Bankruptcy Court and the ultimate outcome of the
Chapter 11 Cases in general, the length of time we will operate
under the Chapter 11 Cases, attendant risks associated with
restrictions on our ability to pursue our business strategies,
risks associated with third-party motions in the Chapter 11 Cases,
the potential adverse effects of the Chapter 11 Cases on our
liquidity, the potential cancellation of our ordinary shares in the
Chapter 11 Cases, the potential material adverse effect of claims
that are not discharged in the Chapter 11 Cases, uncertainty
regarding our ability to retain key personnel and uncertainty and
continuing risks associated with our ability to achieve our stated
goals and continue as a going concern), the effects of public
health threats, pandemics and epidemics, such as the recent and
ongoing outbreak of COVID-19, and the adverse impact thereof on our
business, financial condition and results of operations (including
but not limited to our growth, operating costs, supply chain,
availability of labor, logistical capabilities, customer demand for
our services and industry demand generally, our liquidity, the
price of our securities and trading markets with respect thereto,
our ability to access capital markets, and the global economy and
financial markets generally), the effects of actions by, or
disputes among OPEC+ members with respect to production levels or
other matters related to the price of oil, market conditions,
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, operating hazards and delays, risks
associated with operations outside the US, 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, violations of anti-corruption laws,
shipyard risk and timing, delays in mobilization of rigs,
hurricanes and other weather conditions, and the future price of
oil and gas, that could cause actual plans or results to differ
materially from those included in any forward-looking statements.
These factors include those referenced or described in Part I, Item
1A. "Risk Factors" of our Annual Report on Form 10-K for the year
ended December 31, 2019, in Part II,
Item 1A. "Risk Factors" of our Quarterly Report on Form 10-Q for
the quarter ended March 31, 2020, and
in our other filings with the SEC. We cannot control such risk
factors and other uncertainties, and in many cases, we cannot
predict the risks and uncertainties that could cause our actual
results to differ materially from those indicated by the
forward-looking statements. You should consider these risks and
uncertainties when you are evaluating us.
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SOURCE Noble Corporation