Noble Corporation plc Announces Cash Tender Offer For Senior Notes By Wholly-Owned Subsidiary

03 Mar, 2016, 08:00 ET from Noble Corporation

LONDON, March 3, 2016 /PRNewswire/ -- Noble Corporation plc (NYSE: NE) announced today, on behalf of its indirect, wholly-owned subsidiary, Noble Holding International Limited ("NHIL"), that NHIL has commenced cash tender offers (the "Tender Offers") for up to an aggregate principal amount that will not result in an Aggregate Purchase Price (as defined below) that exceeds $200,000,000 (subject to increase by NHIL, the "Aggregate Maximum Tender Amount") of NHIL's 4.90% Senior Notes due 2020 (the "2020 Notes"), of which $500,000,000 principal amount is currently outstanding, and NHIL's 4.625% Senior Notes due 2021 (together with the 2020 Notes, the "Notes"), of which $400,000,000 principal amount is currently outstanding. NHIL intends to fund the Tender Offers, including fees and expenses (including accrued interest) payable in connection with the Tender Offers, with cash on hand and borrowings under an existing credit facility. Information related to the Notes and the Tender Offers is listed in the table below. NHIL refers to the aggregate amount that all holders of Notes are entitled to receive, excluding Accrued Interest (as defined below), for their Notes that are validly tendered and accepted for purchase by NHIL as the "Aggregate Purchase Price."

The terms and conditions of the Tender Offers are described in an Offer to Purchase, dated March 3, 2016 (the "Offer to Purchase"), and the related Letter of Transmittal. The amounts of each series of Notes to be purchased may be prorated as set forth in the Offer to Purchase.

Title of Notes

CUSIP Number

Aggregate Principal Amount Outstanding

Acceptance Priority Level

Tender Offer Consideration(1)

Early Tender Premium(1)

Total Consideration(1)(2)

4.90% Senior Notes due 2020

65504LAC1

$500,000,000

1

$630.00

$50.00

$680.00

4.625% Senior Notes due 2021

65504LAF4

$400,000,000

2

$560.00

$50.00

$610.00

(1) Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by NHIL.

(2) Includes the Early Tender Premium (as defined below) for Notes validly tendered prior to the Early Tender Date (and not validly withdrawn) and accepted for purchase by NHIL.

The order of priority for the purchase of the Notes (the "Acceptance Priority Levels") is shown in the table above, with 1 being the higher Acceptance Priority Level and 2 being the lower Acceptance Priority Level. The Tender Offers will expire at 11:59 p.m., New York City time, on March 31, 2016, unless extended or earlier terminated by NHIL (the "Expiration Date"). No tenders submitted after the Expiration Date will be valid.

Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by NHIL pursuant to the Tender Offers will be the tender offer consideration for such series of Notes set forth in the table above (with respect to each series of Notes, the "Tender Offer Consideration"). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on March 16, 2016 (such date and time, as it may be extended, the "Early Tender Date") and accepted for purchase by NHIL pursuant to the Tender Offers will receive the applicable Tender Offer Consideration for such series, plus the early tender premium for such series of Notes set forth in the table above (with respect to each series of Notes, the "Early Tender Premium"). Holders of Notes tendering their Notes after the Early Tender Date will not be eligible to receive the Early Tender Premium.

All Notes validly tendered and accepted for purchase by NHIL pursuant to the Tender Offers will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date (as defined below) ("Accrued Interest").

Tendered Notes may be withdrawn from the Tender Offers at or prior to 5:00 p.m., New York City time, on March 16, 2016, unless extended by NHIL (such date and time, as it may be extended, the "Withdrawal Deadline"). Holders who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes.

NHIL reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, subject to the satisfaction or waiver of the conditions to the Tender Offers, to accept for purchase any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date (the settlement date of such purchase being the "Early Settlement Date"), subject to the Aggregate Maximum Tender Amount, the Acceptance Priority Levels and proration. The Early Settlement Date will be determined at NHIL's option and is currently expected to occur on March 17, 2016, the first business day after the Early Tender Date, subject to all conditions to the Tender Offers having been either satisfied or waived by NHIL. On such Early Settlement Date, NHIL will accept Notes validly tendered at or prior to the Early Tender Date, subject to the Aggregate Maximum Tender Amount, the Acceptance Priority Levels and proration. NHIL will purchase any remaining Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and that NHIL chooses to accept for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by NHIL, promptly following the Expiration Date (the settlement date of such purchase being the "Final Settlement Date," the Final Settlement Date and the Early Settlement Date each being a "Settlement Date"). The Final Settlement Date is expected to occur on April 1, 2016, the first business day following the Expiration Date. Notes accepted on the Final Settlement Date, if any, will be accepted subject to the Aggregate Maximum Tender Amount, the Acceptance Priority Levels and proration.

Subject to the Aggregate Maximum Tender Amount and proration, NHIL will accept Notes for purchase as follows: (1) with respect to Notes tendered at or before the Early Tender Date, all Notes tendered at or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes tendered at or before the Early Tender Date having a lower Acceptance Priority Level are accepted, and (2) with respect to Notes tendered after the Early Tender Date, all Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted. For the avoidance of doubt, if the Tender Offers are not fully subscribed as of the Early Tender Date, Notes tendered at or before the Early Tender Date will be accepted for purchase in priority to Notes tendered after the Early Tender Date, even if Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Date.

Acceptance for tenders of any Notes may be subject to proration if the aggregate principal amount for any series of Notes validly tendered and not validly withdrawn would result in an Aggregate Purchase Price for such Notes that exceeds the Aggregate Maximum Tender Amount. Furthermore, if the Tender Offers are fully subscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase.

The consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase.

Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase and related Letter of Transmittal, which are being sent by NHIL to holders of the Notes. Holders of the Notes are encouraged to read these documents, as they contain important information regarding the Tender Offers.

NHIL has retained Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. to act as the dealer managers for the Tender Offers. Questions or requests for assistance regarding the terms of the Tender Offers should be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) and HSBC Securities (USA) Inc. at (888) HSBC-4LM (toll-free). Requests for the Offer to Purchase and other documents relating to the Tender Offers may be directed to Global Bondholder Services Corporation, the depositary and information agent for the Tender Offers, at (212) 430-3774 (for banks and brokers only) or (866) 794-2200 (toll-free) (for all others).

None of NHIL, Noble Corporation, a Cayman Islands exempted company and the guarantor of the Notes ("Noble-Cayman"), their respective boards of directors, the dealer managers, the depositary and information agent or the trustee with respect to the Notes or any of NHIL's, Noble-Cayman's or their respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers. Holders must make their own decision as to whether to participate in the Tender Offers, and, if so, the principal amount of Notes to tender.

The Tender Offers are only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. 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, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities.

Forward-Looking Disclosure Statement

Statements in this press release regarding activities or events that may occur in the future, including statements about the Tender Offers, 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 statements regarding rig demand, the offshore drilling market, oil prices, contract backlog, fleet status, our or our affiliates' financial position, business strategy, timing or results of acquisitions or dispositions, impairments, repayment of debt, credit ratings, borrowings under our or our affiliates' credit facilities or other instruments, sources of funds, completion, delivery dates and acceptance of our or our affiliates' newbuild rigs, 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 and timing for compliance with any new regulations and other factors detailed in Noble-Cayman's most recent Form 10-K and other filings with the U.S. 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 Corporation plc, a public limited company incorporated under the laws of England and Wales. Noble-Cayman performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling units located worldwide.

NHIL is an indirect, wholly-owned subsidiary of Noble-Cayman. NHIL performs, through its subsidiaries, worldwide contract drilling services with a fleet of offshore drilling units located worldwide.

 

SOURCE Noble Corporation