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Debt
3 Months Ended
Mar. 31, 2016
Debt Disclosure [Abstract]  
Debt

Note 7 — Debt

Our total debt consisted of the following at March 31, 2016 and December 31, 2015:

 

 

 

March 31,

 

 

December 31,

 

 

 

2016

 

 

2015

 

Current

 

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$

299,965

 

 

$

299,997

 

Less: Unamortized debt issuance costs

 

 

(442

)

 

 

(73

)

Current maturities of long-term debt, net of debt

   issuance costs

 

$

299,523

 

 

$

299,924

 

 

 

 

 

 

 

 

 

 

Long-term

 

 

 

 

 

 

 

 

3.05% Senior Notes due March 2016

 

$

 

 

$

299,997

 

2.50% Senior Notes due March 2017

 

 

299,965

 

 

 

299,956

 

5.00% Senior Notes due March 2018

 

 

249,645

 

 

 

249,602

 

7.50% Senior Notes due March 2019

 

 

201,695

 

 

 

201,695

 

4.90% Senior Notes due August 2020

 

 

499,322

 

 

 

499,287

 

4.625% Senior Notes due March 2021

 

 

399,694

 

 

 

399,680

 

3.95% Senior Notes due March 2022

 

 

399,377

 

 

 

399,354

 

6.95% Senior Notes due April 2025

 

 

448,838

 

 

 

448,814

 

6.20% Senior Notes due August 2040

 

 

399,897

 

 

 

399,896

 

6.05% Senior Notes due March 2041

 

 

397,728

 

 

 

397,719

 

5.25% Senior Notes due March 2042

 

 

498,346

 

 

 

498,338

 

7.95% Senior Notes due April 2045

 

 

394,577

 

 

 

394,563

 

Total senior unsecured notes

 

 

4,189,084

 

 

 

4,488,901

 

Credit facility & commercial paper program

 

 

 

 

 

 

Total debt

 

 

4,189,084

 

 

 

4,488,901

 

Less: Unamortized debt issuance costs

 

 

(25,059

)

 

 

(26,266

)

Less: Current maturities of long-term debt

 

 

(299,965

)

 

 

(299,997

)

Long-term debt, net of debt issuance costs

 

$

3,864,060

 

 

$

4,162,638

 

 

In accordance with our adoption of ASU No. 2015-03, unamortized debt issuance costs related to our senior notes are shown as a direct reduction of the carrying amount of the related debt. The debt issuance costs previously included in “Other assets,” are included in either “Current maturities of long-term debt” or “Long-term debt” in the accompanying Consolidated Balance Sheets, based upon the maturity date of the respective senior notes.

Credit Facility and Commercial Paper Program

We currently have a five-year $2.4 billion senior unsecured credit facility that matures in January 2020. The credit facility provides us with the ability to issue up to $500 million in letters of credit. The issuance of letters of credit under the facility reduces the amount available for borrowing. At March 31, 2016, we had no letters of credit issued under the facility.

We also have a commercial paper program that allows us to issue up to $2.4 billion in unsecured commercial paper notes. Amounts issued under the commercial paper program are supported by the unused capacity under our credit facility and, therefore, are classified as long-term on our Consolidated Balance Sheet. The outstanding amounts of commercial paper reduce availability under our credit facility. Access to our commercial paper program is dependent upon our credit ratings. As our credit ratings are below investment grade, we are currently prohibited from accessing the commercial paper market.

As of March 31, 2016, we had no amounts drawn on our credit facility.

Our credit facility and certain of our senior notes, as discussed below, have provisions which vary the applicable interest rates based upon our credit ratings.

Senior Unsecured Notes

In March 2015, our indirect wholly-owned subsidiary, Noble Holding International Limited (“NHIL”), issued $1.1 billion aggregate principal amount of senior notes in three separate tranches, comprised of $250 million of 4.00% Senior Notes due 2018, $450 million of 5.95% Senior Notes due 2025, and $400 million of 6.95% Senior Notes due 2045. The interest rates for these Senior Notes are subject to adjustment from time to time upon a change to our debt rating, pursuant to the terms of these Senior Notes. In February 2016, as a result of a reduction in our debt rating below investment grade, the interest rates on these Senior Notes were increased to 5.00%, 6.95% and 7.95%, respectively, effective the first day of each interest period after which the downgrade occurred. The interest rates on these Senior Notes may be further increased if our debt rating were to be downgraded further (up to a maximum of an additional 100 basis points).

In March 2016, we repaid our $300 million 3.05% Senior Notes using cash on hand.

In March 2016, we commenced cash tender offers for our 4.90% Senior Notes due 2020, of which $500 million principal amount was outstanding, and our 4.625% Senior Notes due 2021, of which $400 million principal amount was outstanding.  On April 1, 2016, we purchased $36 million of these Senior Notes using cash on hand.

Our $300 million 2.50% Senior Notes mature during the first quarter of 2017. We anticipate using cash on hand to repay the outstanding balances.

Covenants

The credit facility is guaranteed by NHIL and Noble Holding Corporation (“NHC”). The credit facility contains a covenant that limits our ratio of debt to total tangible capitalization, as defined in the credit facility, to 0.60. At March 31, 2016, our ratio of debt to total tangible capitalization was approximately 0.36. We were in compliance with all covenants under the credit facility as of March 31, 2016.

In addition to the covenants from the credit facility noted above, the indentures governing our outstanding senior unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the surviving entity or the other party assumes the obligations under the indenture, and on the ability to sell or transfer all or substantially all of our assets. In addition, there are restrictions on incurring or assuming certain liens and on entering into sale and lease-back transactions. At March 31, 2016, we were in compliance with all of our debt covenants. We continually monitor compliance with the covenants under our notes and expect to remain in compliance during the remainder of 2016.

Fair Value of Debt

Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our senior notes was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). All remaining fair value disclosures are presented in Note 11.

The following table presents the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, as of March 31, 2016 and December 31, 2015, respectively:

 

 

 

March 31, 2016

 

 

December 31, 2015

 

 

 

Carrying

 

 

Estimated

 

 

Carrying

 

 

Estimated

 

 

 

Value

 

 

Fair Value

 

 

Value

 

 

Fair Value

 

Senior unsecured notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.05% Senior Notes due March 2016

 

$

 

 

$

 

 

$

299,997

 

 

$

299,340

 

2.50% Senior Notes due March 2017

 

 

299,965

 

 

 

283,313

 

 

 

299,956

 

 

 

284,334

 

5.00% Senior Notes due March 2018

 

 

249,645

 

 

 

232,369

 

 

 

249,602

 

 

 

227,285

 

7.50% Senior Notes due March 2019

 

 

201,695

 

 

 

172,323

 

 

 

201,695

 

 

 

194,273

 

4.90% Senior Notes due August 2020

 

 

499,322

 

 

 

369,375

 

 

 

499,287

 

 

 

378,761

 

4.625% Senior Notes due March 2021

 

 

399,694

 

 

 

276,500

 

 

 

399,680

 

 

 

289,450

 

3.95% Senior Notes due March 2022

 

 

399,377

 

 

 

242,500

 

 

 

399,354

 

 

 

265,643

 

6.95% Senior Notes due April 2025

 

 

448,838

 

 

 

288,984

 

 

 

448,814

 

 

 

308,870

 

6.20% Senior Notes due August 2040

 

 

399,897

 

 

 

195,500

 

 

 

399,896

 

 

 

237,005

 

6.05% Senior Notes due March 2041

 

 

397,728

 

 

 

195,000

 

 

 

397,719

 

 

 

239,464

 

5.25% Senior Notes due March 2042

 

 

498,346

 

 

 

235,625

 

 

 

498,338

 

 

 

279,919

 

7.95% Senior Notes due April 2045

 

 

394,577

 

 

 

220,500

 

 

 

394,563

 

 

 

255,887

 

Total senior unsecured notes

 

 

4,189,084

 

 

 

2,711,989

 

 

 

4,488,901

 

 

 

3,260,231

 

Credit facility & commercial paper program

 

 

 

 

 

 

 

 

 

 

 

 

Total debt

 

$

4,189,084

 

 

$

2,711,989

 

 

$

4,488,901

 

 

$

3,260,231