LONDON, Jan. 17, 2018 /PRNewswire/ -- Noble
Corporation plc ("Noble-UK") (NYSE: NE) announced today that its
indirect, wholly-owned subsidiary, Noble Holding International
Limited ("NHIL"), has priced an offering to eligible purchasers
under Rule 144A and Regulation S under the Securities Act of 1933,
as amended (the "Securities Act"), of $750,000,000 aggregate principal amount of 7.875%
senior unsecured guaranteed notes due 2026 (the "Notes"). The
offering was upsized from a previously announced amount of
$500,000,000. Noble Corporation, a
Cayman Islands exempted company
("Noble-Cayman") and an indirect, wholly-owned subsidiary of
Noble-UK, and certain other subsidiaries of Noble-Cayman will fully
and unconditionally guarantee the Notes on a senior unsecured
basis. NHIL intends to use the net proceeds of approximately
$738,750,000, together with cash on
hand, to pay the purchase price and accrued interest (together with
fees and expenses) in the tender offers (the "Tender Offers") to
purchase for cash up to $750,000,000
aggregate purchase price, excluding accrued interest, of NHIL's
outstanding 4.00% Senior Notes due 2018 (for which the interest
rate has been increased to 5.75%), 4.90% Senior Notes due 2020,
4.625% Senior Notes due 2021, 3.95% Senior Notes due 2022 and 7.75%
Senior Notes due 2024 (the "2024 Notes") and the outstanding 7.50%
Senior Notes due 2019 issued by certain subsidiaries of
Noble-Cayman. If the Tender Offers, which are subject to market
conditions and other factors, including a $250,000,000 cap with respect to the 2024 Notes
and the completion of the offering of the Notes for gross proceeds
of at least $500,000,000, are not
consummated, or the aggregate purchase price of the notes tendered
in the Tender Offers and accepted for payment is less than the net
proceeds of the Notes offering, NHIL will use the remainder of
those proceeds for general corporate purposes, which may include
the further retirement of debt, including, but not limited to, the
purchase of debt in open market or privately negotiated
transactions. The Notes offering is expected to close on or about
January 31, 2018, subject to
customary closing conditions.
The Notes will be offered and sold to persons reasonably
believed to be qualified institutional buyers in the United States pursuant to Rule 144A under
the Securities Act, and outside the
United States to non-U.S. persons pursuant to Regulation S
under the Securities Act. The offer and sale of the Notes and the
related guarantees have not been registered under the Securities
Act or any state securities laws and may not be offered or sold in
the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state laws.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of,
these securities in any state or jurisdiction in which such offer,
solicitation or sale is unlawful. Offers of securities will be made
in the United States only by means
of a private offering memorandum pursuant to Rule 144A under the
Securities Act, and outside the United
States to non-U.S. persons pursuant to Regulation S under
the Securities Act. This press release is not an offer to purchase
or a solicitation of an offer to sell any of the notes subject to
the Tender Offers. The Tender Offers are being made subject to the
terms of an offer to purchase and consent solicitation statement
and only in such jurisdictions as is permitted under applicable
law. In any jurisdiction in which the Tender Offers are required to
be made by a licensed broker or dealer, the Tender Offers will be
deemed to be made on behalf of NHIL by the dealer managers of the
Tender Offers or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
This press release is being issued pursuant to and in accordance
with Rule 135c 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
intended use of proceeds or other aspects of the Notes offering,
the Tender Offers, 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.
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SOURCE Noble Corporation