SUGAR
LAND, Texas, Aug. 8, 2024
/PRNewswire/ -- Noble Corporation plc ("Parent" and together with
its subsidiaries, "Noble") (NYSE: NE, CSE: NOBLE) today announced
that Noble Finance II LLC (the "Issuer"), a wholly owned subsidiary
of Parent, has priced an offering (the "Offering") of an additional
$800 million in aggregate principal
amount of its 8.000% Senior Notes due 2030 (the "New Notes"). The
offering size was increased to $800
million from the previously announced offering size of
$675 million in aggregate principal
amount of New Notes. The New Notes will be issued at an offering
price of 103% of the principal amount therefor, plus accrued
interest from April 15, 2024.
The Offering is expected to close on or about August 22, 2024, subject to customary closing
conditions. Noble intends to use the net proceeds from the
Offering to fund the cash consideration in connection with its
pending merger with Diamond Offshore Drilling, Inc. and for general
corporate purposes.
The New Notes will be issued as additional notes under the
indenture pursuant to which the Issuer previously issued
$600 million aggregate principal
amount of 8.000% Senior Notes due 2030 (the "Existing Notes") in
2023, all of which remain outstanding. The New Notes will have the
same terms as the Existing Notes, other than the issue date, the
issue price, the first date on which interest will be paid and the
first date from which interest will accrue, and will be treated as
a single series with the Existing Notes under the indenture. The
Existing Notes are, and the New Notes will be, guaranteed by
certain direct and indirect restricted subsidiaries of the Issuer
that guaranty the Issuer's revolving credit facility. Upon
settlement, the New Notes are expected to have the same CUSIP
numbers as the Existing Notes, except that the New Notes issued
pursuant to Regulation S ("Regulation S") under the Securities Act
of 1933, as amended (the "Securities Act"), will trade separately
under a different CUSIP number until 40 days after the settlement
date of the New Notes.
The New Notes are being offered in the
United States only to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act, and to persons outside the United States only in compliance with
Regulation S. The New Notes have not been registered under the
Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security, nor shall there be
any sale of the New Notes or any other security of Noble, in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. This press release is
being issued pursuant to and in accordance with Rule 135c under the
Securities Act.
Forward-looking Statements
This communication includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act, as amended. All statements other than statements
of historical facts included in this communication are forward
looking statements, including those regarding the Offering, the
terms of the New Notes and the use of proceeds therefrom.
Forward-looking statements involve risks, uncertainties and
assumptions, and actual results may differ materially from any
future results expressed or implied by such forward-looking
statements. When used in this communication, or in the documents
incorporated by reference, the words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may,"
"might," "on track," "plan," "possible," "potential," "predict,"
"project," "should," "would," "shall," "target," "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. Risks and uncertainties include, but are
not limited to, those detailed in Noble's most recent Annual Report
on Form 10-K, Quarterly Reports Form 10-Q and other filings with
the U.S. Securities and Exchange Commission. 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.
About Noble Corporation plc
Noble is a leading offshore drilling contractor for the oil and
gas industry. Noble owns and operates one of the most modern,
versatile, and technically advanced fleets in the offshore drilling
industry. Noble and its predecessors have been engaged in the
contract drilling of oil and gas wells since 1921. Noble performs,
through its subsidiaries, contract drilling services with a fleet
of offshore drilling units focused largely on ultra-deepwater and
high specification jackup drilling opportunities in both
established and emerging regions worldwide. For further information
visit www.noblecorp.com or email investors@noblecorp.com.
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SOURCE Noble Corporation plc