Noble and Maersk Drilling complete business combination, creating a dynamic new leader in offshore drilling
Noble Corporation plc (“Noble”) today announced that the business combination with The Drilling Company of 1972 A/S (“Maersk Drilling”) has been successfully completed. The transaction closed with the completion of Noble’s recommended voluntary public exchange offer to Maersk Drilling shareholders. The companies now operate as one organization since October 3, 2022.
Noble President and CEO Robert Eifler said, “Today marks an exciting new chapter as we bring these two exceptional companies together. The fundamental industry 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 of this newly combined. I would like to personally thank the employees of both companies for their constant focus on security, integrity and service throughout this demanding transaction process. I look forward to supporting this team with a quick onboarding as we aim to position Noble as a dynamic new leader in offshore drilling.
Charles M. (Chuck) Sledge, Chairman of Noble’s Board of Directors, added, “The current association of Noble and Maersk Drilling represents a defining moment in the history of offshore drilling. We are delighted to partner with the talented team at Maersk Drilling and embark on this journey together as a combined company. I am confident that Noble is now better positioned to deliver increased value to all of our customers and shareholders. »
Consistent with the strategic logic outlined in the merger announcement, the combination creates significant operational and financial opportunities for Noble’s customers, shareholders and employees through:
• World-class fleet – among the youngest and most successful fleets in the industry, with global scale and diversification and combined industry-leading user experience.
• Enhanced Customer Experience – uniting two complementary cultures focused on top-notch safety and customer satisfaction, as well as a commitment to be an industry leader in sustainability and innovation.
• Very attractive financial characteristics – backed by an order book (as of October 3, 2022) of over $4 billion and a conservative balance sheet with low leverage and deep liquidity, Noble is built to be a strong platform for cash flow generation and distribution potential.
• Significant increase in scale and synergies – annual cost synergies of at least $125 million, expected to be realized within two years of closing, with Noble’s cost competitiveness significantly improved through scale .
Noble has received preliminary commitments from a group of banks to enter into a 3-year, $350 million term loan to replace Maersk Drilling’s existing syndicated facilities. Additionally, Noble has received a preliminary commitment for a 3-year, $150 million term loan to replace the existing loan from Maersk Drilling with Danish Ship Finance. Each loan has an indicative initial interest rate of Term SOFR plus 3.50% with margin increases beginning in the second year. The loans remain subject to final documentation and customary closing conditions, which Noble says will be completed in the fourth quarter.
Noble plans to complete the previously announced sale of five jack-up rigs (Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert and Noble Lloyd Noble, together the “repair rigs”) to Shelf Drilling Ltd. on October 5 for cash proceeds of $375 million.
Additionally, the results of the exchange offer for Maersk Drilling shares show a strong preference for settlement in Noble shares over cash, with less than $2 million in cash required for settlement compared to the maximum amount. cash settlement of $50 million. Separately, the allocation of the cash for shares settlement relating to the compulsory purchase (“squeeze-out”) of the 9.97% minority of Maersk Drilling shareholders who did not tender their shares to the exchange offer will be known at the end of the squeeze-out in mid-November 2022 (as indicated below).
Based on the closing of the business combination, investors should not rely on Noble’s previously published financial guidance for 2022, which is no longer applicable on a combined company basis. Noble will update the market with updated financial guidance in the near future.
Source: Noble Corporation plc