Announcement • Sep 04

+ 1 more update

Noble Corporation plc (NYSE:NE) completed the acquisition of Diamond Offshore Drilling, Inc. (NYSE:DO) from BlackRock, Inc. (NYSE:BLK), KGH Ltd., The Vanguard Group, Inc., Capital Research Global Investors and others

Noble Corporation plc (NYSE:NE) entered into a definitive merger agreement to acquire Diamond Offshore Drilling, Inc. (NYSE:DO) from BlackRock, Inc. (NYSE:BLK), KGH Ltd., The Vanguard Group, Inc., Capital Research Global Investors and others for approximately $1.7 billion on June 9, 2024. 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, an 11.4% premium to closing stock prices on June 7, 2024, representing 64% stock / 36% cash ($600 million total cash consideration). Upon closing, Diamond shareholders will own approximately 14.5% of Noble’s outstanding shares and Noble shareholders will hold 85.5% stake. 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 June 7, 2024. Noble intends to fund the cash portion of the transaction through new debt financing, which Noble has secured through a $600 million committed bridge financing facility. At closing, the Noble Board of Directors will be expanded to include one member from the Diamond Board. The agreement contains termination rights for each of Noble and Diamond. Upon termination of the agreement under specified circumstances, including the termination by Noble in the event of a change of recommendation by the board of directors of Diamond or by Diamond in order to enter into a definitive agreement with respect to a Diamond Offshore Superior Proposal, Diamond would be required to pay Noble a termination fee of $60 million. If the agreement is terminated by Noble or Diamond after the Diamond stockholder meeting has concluded and the Diamond stockholder approval has not been obtained, Diamond would be required to pay Noble a no vote termination fee of $16.5 million. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, the receipt of any antitrust approvals, the authorization for listing on the NYSE of the Noble Shares, the effectiveness of the Registration Statement on Form S-4 to be filed by Noble and the approval of Diamond shareholders. The transaction has been unanimously approved by the Board of Directors of each company. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, in relation to the pending merger between Noble and Diamond, expired at 11:59 ET on July 24, 2024. The Registration Statement was declared effective by the SEC on July 25, 2024. Completion of the transaction is subject to the satisfaction of the remaining customary closing conditions, including approval by Diamond's stockholders and the receipt of informal clearance by the Australian Competition & Consumer Commission. A special meeting of Diamond stockholders to vote on the transaction is currently scheduled on August 27, 2024. On August 30, 2024, Noble Corporation and Diamond Offshore Drilling announced the receipt of clearance from the Australia Competition & Consumer Commission. The transaction is expected to close by the first quarter of 2025. As of August 30, 2024, the parties expect to close the transaction on September 4, 2024. Morgan Stanley & Co. LLC is acting as lead financial advisor to Noble and has provided committed financing. Wells Fargo and SB1 Markets also acted as financial advisors to Noble. Kyle Seifried, Scott Barshay, Gili Farhadian-Sagiv, Richard Schwartz, Benjamin Goodchild, Suhan Shim, Tim Cruickshank, Patricia Vaz de Almeida, Nathan Mitchell; Ron Aizen and Andrea Wahlquist Brown, Brian Krause, Alyssa Wolpin and Salvatore Gogliormella of of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisors to Noble. Guggenheim Securities, LLC and TPH&Co., the energy business of Perella Weinberg Partners, are acting as lead financial advisors and fairness opinion provider to Diamond. Sean T. Wheeler, Debbie P. Yee, Camille Walker, Rachael L. Lichman, Julian J. Seiguer, Atma Kabad, David Wheat, William Dong, Ian G. John, Chuck Boyars, Thomas S. Wilson, Sion Davies, J. Robert Fowler and Stephanie Jeane of Kirkland & Ellis LLP is acting as legal advisor to Diamond. Stuart Rogers of Alston & Bird, LLP represented Morgan Stanley & Co. LLC as financial advisor. Travers Smith LLP acted as legal advisor to Noble. The transfer agent for the Noble ordinary shares is Computershare Trust Company, N.A. Computershare, Inc. acting as transfer agent for Diamond Offshore. Innisfree M&A Incorporated is the proxy solicitation agent for Diamond Offshore. Diamond Offshore estimates it will pay Innisfree a base fee of approximately $50,000, in addition to the reimbursement of certain costs and expenses, for these services. Diamond Offshore has agreed to pay Guggenheim Securities a cash transaction fee of $11 million. Diamond Offshore has previously paid Guggenheim Securities a cash milestone fee of $2 million that became payable upon the rendering of Guggenheim Securities’ opinion, which will be credited against the foregoing cash transaction fee. TPH expects to receive aggregate fees of approximately $11 million for its services, $2 million which became payable upon the rendering of its opinion and the principal portion of which is contingent upon the consummation of the transactions. Noble Corporation plc (NYSE:NE) completed the acquisition of Diamond Offshore Drilling, Inc. (NYSE:DO) from BlackRock, Inc. (NYSE:BLK), KGH Ltd., The Vanguard Group, Inc., Capital Research Global Investors and others on September 4, 2024. Following completion of the acquisition of Diamond, the Company's board of directors has appointed Patrice Douglas from the Diamond board of directors to serve as a new director of Noble.

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Noble Corporation plc (NYSE:NE) completed the acquisition of Diamond Offshore Drilling, Inc. (NYSE:DO) from BlackRock, Inc. (NYSE:BLK), KGH Ltd., The Vanguard Group, Inc., Capital Research Global Investors and others

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