Kirkland & Ellis counsels Diamond Offshore Drilling, Inc. on its definitive merger settlement to be acquired by Noble Company plc (NYSE: NE, CSE: NOBLE) in a inventory and money transaction valued at $1.6 billion (excluding debt).
On June tenth 2024, it was revealed that Noble Company plc and Diamond Offshore Drilling, Inc have finalized a merger settlement, with Noble set to buy Diamond by a mix of inventory and money. On this deal, Diamond’s buyers will probably be awarded 0.2316 shares of Noble in change for his or her Diamond shares, together with a money payout of $5.65 for each Diamond share, marking an 11.4% enhance over the closing inventory costs on June 7, 2024. After the merger, Diamond’s buyers will maintain round 14.5% of Noble’s complete shares.
The Kirkland group was guided by companions, Sean Wheeler, Debbie Yee, and Camille Walker; debt finance ally Rachael Lichman; capital markets allies Julian Seiguer and Atma Kabad; tax allies David Wheat and Invoice Dong; antitrust & competitors allies Ian John, Chuck Boyars, Thomas Wilson, and Sion Davies; and govt compensation allies Rob Fowler and Stephanie Jeane.
Noble’s President and Chief Government Officer, Robert Eifler, stated,
“This acquisition allows Noble to proceed our journey of delivering superior innovation and worth to a broad vary of the main offshore operators internationally. Our place will probably be strengthened with the addition of 4 7th technology drillships and one of the high-spec harsh setting semisubmersible rigs on the planet. Moreover, Diamond’s 5 typical deepwater and midwater rigs have averaged above 85% utilization during the last 3 years and at present have sturdy ahead contract protection. Supported by Diamond’s $2.1 billion of backlog and $100 million of anticipated price synergies, we anticipate the transaction to be instantly accretive to our free money move per share and contribute to accelerated progress in our return of capital to shareholders.”
Key Transaction Phrases
Underneath the phrases of the merger settlement, Diamond shareholders will obtain 0.2316 Noble shares and $5.65 per share in money for every Diamond share (representing $600 million complete money paid to Diamond shareholders on a fully-diluted foundation). Following the shut of the transaction, Diamond shareholders will personal roughly 14.5% of Noble’s shares on a fully-diluted foundation.
The implied money and inventory consideration to be obtained by Diamond shareholders is $15.52 per share, representing a premium of 11.4% to Diamond’s closing share worth on June 7, 2024.
Noble intends to fund the money portion of the transaction by new debt financing, which Noble has secured by a $600 million dedicated bridge financing facility.
At closing, the Noble Board of Administrators will probably be expanded to incorporate one member from the Diamond Board.
The transaction is topic to the satisfaction of customary closing situations, together with receipt of required regulatory approvals and the approval of Diamond shareholders. The transaction is anticipated to shut by the primary quarter of 2025.
The transaction has been unanimously accepted by the Board of Administrators of every firm.
Advisors
Morgan Stanley & Co. LLC is appearing as lead monetary advisor to Noble and has supplied dedicated financing. Wells Fargo and SB1 Markets additionally suggested Noble. Paul, Weiss, Rifkind, Wharton & Garrison LLP is appearing as authorized advisor to Noble. Guggenheim Securities, LLC and TPH&Co., the power enterprise of Perella Weinberg Companions, are appearing as lead monetary advisors to Diamond. Kirkland & Ellis LLP is appearing as authorized advisor to Diamond.
About Noble Company plc
Noble is a number one offshore drilling contractor for the oil and gasoline business. The Firm owns and operates one of the fashionable, versatile, and technically superior fleets within the offshore drilling business. Noble and its predecessors have been engaged within the contract drilling of oil and gasoline wells since 1921. Noble performs, by its subsidiaries, contract drilling providers with a fleet of offshore drilling models targeted largely on ultra-deepwater and excessive specification jackup drilling alternatives in each established and rising areas worldwide.
Diamond Offshore is a frontrunner in offshore drilling, offering innovation, thought management and contract drilling providers to unravel complicated deepwater challenges across the globe.
Revealed by: www.lawyer-monthly.com – June 12, 2024