Noble gives early count in capped tender offer for six note series

By Susanna Moon

Chicago, Jan. 31 – Noble Corp. plc announced the early tender results as of 5 p.m. ET on Jan. 30 in the tender offer by indirect wholly owned subsidiary Noble Holding International Ltd.

As announced Jan. 17, Noble Holding is tendering for up to $750 million principal amount of six series of notes.

The tender offers and consent solicitations are set to end at midnight ET on Feb. 14.

Because the cap for the 2024 notes has been surpassed, Noble will purchase the notes using a proration factor of about 44% and not accept any more of those notes in the tenders after the early deadline, according to an announcement.

The company expects to accept tenders for all of the 2018 notes, 2019 notes, 2020 notes, 2021 notes and 2022 notes.

Holders had tendered the following amount of notes as of the early deadline, with the notes listed in order of priority acceptance levels and total purchase price for each $1,000 principal amount:

• $123,388,000 of the $250 million outstanding 4% senior notes due 2018 – interest has increased to 5¾% under the note terms – with total purchase price of $1,004.93;

• $139,789,000 of the $201,695,000 outstanding 7½% senior notes due 2019 with total purchase price of $1,059.30;

• $101,353,000 of the $167,766,000 outstanding 4.9% senior notes due 2020 with total purchase price of $1,022.50;

• $115,533,000 of the $208,675,000 outstanding 4.625% senior notes due 2021 with total purchase price of $990;

• $82,705,000 of the $125,661,000 outstanding 3.95% senior notes due 2022 with total purchase price of $920; and

• $435,861,000 of the $1 billion outstanding 7¾% senior notes due 2024 with a tender sub-cap of $250 million with total purchase price of $960.

The total purchase price includes an early tender premium of $30.00 for each $1,000 principal amount of notes tendered by the early deadline.

Holders also will receive accrued interest to but excluding the settlement date.

The company also is soliciting consents to amend some note provisions.

If there is a consent solicitation for a series of notes, holders may not tender that series without delivering their consents or vice versa.

Tendered notes may no longer be withdrawn as of the early deadline.

Notes tendered before the early deadline will be given priority to those tendered afterward regardless of priority level, the company previously noted.

The tender offers are conditioned upon the company closing its concurrent offering of senior notes with proceeds of at least $500 million.

The offers do not require a minimum tender amount nor are they contingent on obtaining consents.

The financing condition was satisfied on Wednesday with the closing of $750 million 7 7/8% senior guaranteed notes due 2026, the company noted.

The company said it also received the needed consents to amend its 2019 notes, the 2020 notes, the 2021 notes and the 2022 notes.

For the 2018 notes, the supplemental indenture will apply only to the 2018 notes; for the 2019 notes, the supplemental indenture will apply only to the 2019 notes; and for the 2020 notes, the 2021 notes and the 2022 notes, the supplemental indenture will apply only to each series for which the needed consents were received, according to a previous release.

The issuer expects to use proceeds of the debt financing along with cash on hand to fund the notes purchase.

The early settlement date is expected to occur on Feb. 1.

Wells Fargo Securities, LLC (866 309-6316) and Citigroup Global Markets Inc. (800 558-3745) are the lead dealer managers. D.F. King & Co., Inc. (212 269-5550, 800 735-3591 or ne@dfking.com) is the tender agent and information agent.

Noble is a London-based offshore drilling contractor for the oil and gas industry.

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