(Noble, 10.Jun.2024) — Noble Corporation plc (CSE: NOBLE) (NYSE: NE) and Diamond Offshore Drilling, Inc (NYSE: DO) entered into a definitive merger agreement under which Noble will acquire Diamond in a stock plus cash transaction. As part of the transaction, Diamond shareholders will receive 0.2316 shares of Noble, plus cash consideration of $5.65 per share for each share of Diamond stock, representing an 11.4% premium to closing stock prices on 7 Jun. 2024. Upon closing, Diamond shareholders will own approximately 14.5% of Noble’s outstanding shares.
Noble’s President and Chief Executive Officer, Robert Eifler, said, “This acquisition enables Noble to continue our journey of delivering superior innovation and value to a broad range of the leading offshore operators across the world. Our position will be strengthened with the addition of four 7th generation drillships and one of the most high-spec harsh environment semisubmersible rigs in the world. Additionally, Diamond’s five conventional deepwater and midwater rigs have averaged above 85% utilization over the last 3 years and currently have strong forward contract coverage. Supported by Diamond’s $2.1bn of backlog and $100mn of anticipated cost synergies, we expect the transaction to be immediately accretive to our free cash flow per share and contribute to accelerated growth in our return of capital to shareholders.”
Diamond’s President and Chief Executive Officer, Bernie Wolford, said, “This combination is an ideal outcome that provides Diamond shareholders both immediate and long-term upside potential as part of a more fully scaled platform that can deliver customer and shareholder value on a through-cycle basis, more visibly and accessibly, while gaining access to Noble’s robust dividend program. Noble’s operational strength, service posture and proven integration capabilities make this a natural match for Diamond. I would like to thank the entire Diamond team for delivering terrific results for our customers and shareholders. Your daily commitment to our uncompromising standards will be a perfect fit within Noble, and we look forward to continued success for our teams together on this strengthened, world class platform.”
Neal P. Goldman, Chairman of Diamond, added, “I am very proud of what Diamond’s employees, executives and board have accomplished. We have created tremendous value for our shareholders and customers that has culminated in a strategic merger that will continue to add value for all.”
Additionally, Noble today announced that its Board of Directors has approved a 25% increase in its quarterly dividend to $0.50 per share, starting with the dividend which is to be paid in the third quarter of 2024.
Compelling Transaction Rationale, Synergies, and Value Creation Potential for all Shareholders
- Highly complementary fleets and customer coverage: On a combined basis, Noble’s 14 working (15 total) dual BOP 7th generation drillships will comprise the leading tier one drillship fleet in the industry. Additionally, the Ocean GreatWhite will provide Noble with a high-spec floater capable of operating in harsh environments, while the remaining five semisubmersibles are expected to contribute meaningful contracted cash flow. The combination creates strong commercial opportunities with complementary customer bases around the world and across rig types.
- Culture commonality around safety, operational excellence and service posture: Noble and Diamond’s shared commitment to these foundational principles is expected to be a driving force toward a successful and seamless integration.
- Robust combined backlog of $6.5bn: Diamond’s $2.1bn backlog is both significantly accretive on a per share and per rig basis, but also attractively priced and structured, including an average backlog on the four 7th generation drillships of approximately two years at $460,000 per day.
- Meaningful cost synergies: Noble expects to realize annual pre-tax cost synergies of $100mn, with 75% expected to be realized within one year of closing.
- Significantly accretive to free cash flow: The transaction is significantly and immediately accretive to Noble’s free cash flow per share and will facilitate Noble’s ability to further augment our return of capital to shareholders.
Key Transaction Terms
- Under the terms of the merger agreement, Diamond shareholders will receive 0.2316 Noble shares and $5.65 per share in cash for each Diamond share (representing $600 million total cash paid to Diamond shareholders on a fully-diluted basis). Following the close of the transaction, Diamond shareholders will own approximately 14.5% of Noble’s shares on a fully-diluted basis.
- The implied cash and stock consideration to be received by Diamond shareholders is $15.52 per share, representing a premium of 11.4% to Diamond’s closing share price on 7 Jun.
- Noble intends to fund the cash portion of the transaction through new debt financing, which Noble has secured through a $600mn committed bridge financing facility.
- At closing, the Noble Board of Directors will be expanded to include one member from the Diamond Board.
- The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Diamond shareholders. The transaction is expected to close by the first quarter of 2025.
- The transaction has been unanimously approved by the Board of Directors of each company.
Noble – First Choice Offshore
Giving effect to the acquisition, Noble will own and operate a fleet of 41 rigs including 28 floaters and 13 jackups. Additionally, backlog for the combined company would be approximately $6.5bn as of today, with a wide diversity of customers and regions of operation. With this expanded fleet and contracted cash flow visibility, Noble will remain committed to maximizing value for customers, employees and shareholders by delivering safe and efficient operational results and maintaining a disciplined capital allocation approach that prioritizes returning the significant majority of free cash flow to shareholders.
Dividend Information
Today, Noble’s Board of Directors approved an interim dividend of $0.50 per share for the third quarter of 2024. This dividend is in addition to the $0.40 dividend previously announced which is expected to be paid on 27 Jun. 2024 to shareholders of record at close of business on 6 Jun. The $0.50 dividend is expected to be paid on 26 Sep. 2024 to shareholders of record at close of business on 12 Sep. 2024. The company intends to continue to pay dividends on a quarterly basis, and the third quarter dividend represents $2.00 on an annualized basis.
Dividends payable to Noble shareholders will generally be paid in U.S. dollars (USD). However, holders of shares in the form of share entitlements admitted to trading on NASDAQ Copenhagen will receive an equivalent dividend payment in Danish krone (DKK) as determined by the exchange rate on a specified date. The holders of such share entitlements bear the risk of fluctuations in USD and DKK exchange rates.
Advisors
Morgan Stanley & Co. LLC is acting as lead financial advisor to Noble and has provided committed financing. Wells Fargo and SB1 Markets also advised Noble. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Noble. Guggenheim Securities, LLC and TPH&Co., the energy business of Perella Weinberg Partners, are acting as lead financial advisors to Diamond. Kirkland & Ellis LLP is acting as legal advisor to Diamond.
Conference Call
Noble and Diamond have scheduled a conference call and webcast to discuss this transaction on Monday, 10 Jun. 2024, at 10:00 a.m. U.S. Central Time. Interested parties are invited to listen to the call by dialing 800-715-9871, or internationally 646-307-1963 using access code: 2355735, or by asking for the Noble Corporation conference call. Interested parties may also listen over the Internet through a link posted in the Investor Relations section of Noble’s Website, which will also include an investor presentation.
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