EX-99.1 2 d602257dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

Noble Corporation

Dorfstrasse 19a

6340 Baar

Switzerland

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Press Release

Noble Corporation Announces Plan to Create

Independent Standard Specification Drilling Company

ZUG, Switzerland, September 24, 2013 – Noble Corporation (NYSE: NE) announced today that its Board of Directors has approved a plan to separate a business comprised of many of its standard specification drilling units, resulting in the creation of two separate and highly focused offshore drilling companies. The drilling units that would be owned and operated by the new company comprise most of the standard specification drilling units in the Noble fleet, including five drillships, three semisubmersibles, 34 jackups, two submersibles, and one FPSO. The new company would also be responsible for the Hibernia platform operations. Noble will continue to own and operate its high-specification assets with particular operating focus in deepwater and ultra-deepwater markets for drillships and semisubmersibles and harsh environment and high-specification markets for jackups.

The plan approved by the Board of Directors involves the separation of the standard specification business through the distribution of the shares of the new company to Noble shareholders in a spin-off that would be tax-free to shareholders. Subject to business, market, regulatory and other considerations, the separation may be preceded by an initial public offering of up to 20 percent of the shares of the new company. Consummation of the transaction is contingent upon the receipt of a tax ruling from the IRS, which Noble expects to receive soon. If Noble proceeds with the IPO as part of the spin-off, Noble expects that the new company would file a registration statement for the IPO with the U.S. Securities and Exchange Commission in late 2013 or early 2014. The transaction is also subject to the approval of Noble’s shareholders, which the company anticipates seeking in the second quarter of 2014. Noble anticipates that the spin-off would be completed by the end of 2014. Noble expects that the new company would use the net proceeds from borrowings by the new company (and the IPO if undertaken) to repay to Noble the debt the new company would incur to Noble in order to acquire the standard specification business and assets from Noble. Noble expects that, in turn, it would use such proceeds to repay outstanding indebtedness of Noble and its subsidiaries.

The purpose of the separation is to:

 

    separate Noble’s existing rig fleet into high specification and deepwater and ultra-deepwater assets, which will remain with Noble, and many standard specification assets, which will comprise the new company’s fleet, as set forth in the attachment to this release;

 

    allow each company to have a more focused business and operational strategy;

 

    enhance each company’s growth potential and overall valuation of its assets;

 

    provide each company with a greater ability to make business and operational decisions in the best interests of its particular business and to allocate capital and corporate resources with a focus on achieving its strategic priorities;

 

    better utilize the professionalism and skills of Noble’s team and culture to deliver excellent service, safety and operational integrity to its customers;

 

    improve each company’s ability to attract and retain individuals with the appropriate skill sets as well as to better align compensation and incentives with the performance of these different businesses; and

 

    allow the financial markets and investors to evaluate each company more effectively.

David W. Williams, who will remain as Chairman, President and Chief Executive Officer of Noble, said, “The purpose of the separation is for Noble to move forward with our development as a robust high specification and deepwater drilling company through continued execution of newbuilds and fleet enhancements. By separating these two businesses, we believe each company will be able to better leverage the overall value of its fleet by focusing on the drivers of its particular business.”


There can be no assurance that Noble’s proposed plan will lead to an initial public offering or spin-off of the new company or any other transaction, or that if any transaction is pursued, that it will be consummated. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. This announcement is being issued pursuant to, and in accordance with, Rule 135 under the Securities Act of 1933, as amended.

Due to limitations imposed by U.S. securities laws, Noble will not hold a conference call to discuss the contents of this release.

About Noble

Noble is a leading offshore drilling contractor for the oil and gas industry. Noble performs, through its subsidiaries, contract drilling services with a fleet of 79 offshore drilling units (including three ultra-deepwater drillships and six high-specification jackup drilling rigs currently under construction), located worldwide, including in the U.S. Gulf of Mexico and Alaska, Mexico, Brazil, the North Sea, the Mediterranean, West Africa, the Middle East, India, Malaysia and Australia. Noble’s shares are traded on the New York Stock Exchange under the symbol “NE.”

This release contains forward-looking statements. Statements regarding the pursuit, consummation or benefits of the proposed separation, anticipated timing of any filing of a registration statement, shareholder vote, offering of securities and spin-off, repayment of debt, fleet content, potential and opportunities for the independent companies following the transaction, use of proceeds, realization of any purpose of the offering, and receipt of a tax ruling from the IRS, as well as any other statements that are not historical facts in this release, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to actions by governmental and regulatory authorities, shareholder approval, delays, costs and difficulties related to the separation, employee relations, market and business conditions, the companies’ financial results and performance, changes in law, availability and terms of any financing, satisfaction of regulatory conditions, actions by customers and other third parties, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, violations of anti-corruption laws, hurricanes and other weather conditions, the future price of oil and gas and other factors detailed in Noble’s most recent Form 10-K, Form 10-Q’s 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.

Participants in the Solicitation

Noble Corporation and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed separation of the standard specification business. Information about the directors and executive officers of Noble and their ownership of Noble shares is set forth in the definitive proxy statement for Noble’s 2013 annual general meeting, which was filed with the SEC on March 11, 2013, and in any documents subsequently filed by its directors and executive officers under the Securities and Exchange Act of 1934, as amended.

Investors can obtain more information when the proxy statement relating to shareholder approval of the separation becomes available. This proxy statement, and any other documents filed by Noble with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov or on the Company’s website at www.noblecorp.com. Investors should read the proxy statement carefully, when it becomes available, before making any voting decision because it will contain important information.

NC-651

9/24/2013

For additional information, contact:

For Investors: Jeffrey L. Chastain, Vice President – Investor Relations and Corporate Communications, Noble Drilling Services Inc., 281-276-6383

For Media:     John S. Breed, Director of Investor Relations and Corporate Communications,

      Noble Drilling Services Inc., 281-276-6729


Units to be Owned and Managed by the Standard Specification Company

Jackups (34)

 

Name

   Location    Water Depth1

Noble Bill Jennings

   Mexico        390  

Noble Eddie Paul

   Mexico        390  

Noble Julie Robertson

   UK        390 2

Noble Leonard Jones

   Mexico        390  

Noble Al White

   Netherlands        360  

Noble Roy Rhodes

   UAE        328  

Noble Byron Welliver

   UK        300  

Noble Charlie Yester

   India        300  

Noble Ed Holt

   India        300  

Noble Gene Rosser

   Mexico        300  

Noble George McLeod

   Malaysia        300  

Noble Gus Androes

   Qatar        300  

Noble Harvey Duhaney

   Qatar        300  

Noble Jimmy Puckett

   Qatar        300  

Noble John Sandifer

   Mexico        300  

Noble Johnnie Hoffman

   Mexico        300  

Noble Kenneth Delaney

   India        300  

Noble Percy Johns

   Nigeria        300  

Noble Roy Butler

   Mexico        300  

Noble Sam Noble

   Mexico        300  

Noble Tommy Craighead

   Benin        300  

Noble Carl Norberg

   Mexico        250  

Noble Chuck Syring

   Qatar        250  

Noble Earl Fredrickson

   Mexico        250  

Noble Ed Noble

   Nigeria        250  

Noble George Sauvageau

   UK        250  

Noble Lloyd Noble

   Cameroon        250  

Noble Tom Jobe

   Mexico        250  

Noble Lynda Bossler

   Netherlands        250  

Noble Piet van Ede

   Netherlands        250  

Noble Ronald Hoope

   Netherlands        250  

Dhabi II

   Abu Dhabi        150  

Noble Dick Favor

   UAE        150  

Noble Don Walker

   Cameroon        150  

 

1) Operating design water depth (in feet)
2) Leg extensions fabricated to enable the rig to operate in up to 390’ of water in a non-harsh environment


Units to be Owned and Managed by the Standard Specification Company

(Continued)

 

Floaters (8)

 

Name

   Location    Water Depth1

Noble Roger Eason

   Brazil        7,200  

Noble Leo Segerius

   Brazil        5,600  

Noble Phoenix

   Brazil        5,000  

Noble Muravlenko

   USA        4,900  

Noble Lorris Bouzigard

   USA        4,000  

Noble Therald Martin

   Brazil        4,000  

Noble Duchess

   India        1,500  

Noble Ton van Langeveld

   UK        1,500  

Other Assets (4)

 

Name

   Location    Water Depth1

Noble Joe Alford

   USA        70  

Noble Lester Pettus

   USA        70  

Noble Seillean (FPSO)

   USA        6,500  

Hibernia Platform (labor contract)

   Canada        N/A  


Units to be Owned and Managed by Noble

Jackups (15)

 

Name

   Location   Water Depth1

Mariner CJ70 (To Be Named)

   Singapore3       500  

Noble Regina Allen

   Singapore3       400  

Noble Mick O’Brien

   UAE       400  

Noble Houston Colbert

   Singapore3       400  

Noble Sam Turner

   Singapore3       400  

Noble Tom Prosser

   Singapore3       400  

Noble Sam Hartley

   Singapore3       400  

Noble Roger Lewis

   Saudi Arabia       400  

Noble Scott Marks

   Saudi Arabia       400  

Noble Hans Deul

   UK       400  

Noble Gene House

   Saudi Arabia       300  

Noble Joe Beall

   Saudi Arabia       300  

Noble Charles Copeland

   Saudi Arabia       280  

Noble Alan Hay

   UAE       300  

Noble David Tinsley

   UAE       300  

Floaters (20)

 

Name

   Location   Water Depth1

Noble Danny Adkins

   USA       12,000  

Noble Jim Day

   USA       12,000  

Noble Bob Douglas

   South Korea3       12,000  

Noble Bully I2

   USA       8,200  

Noble Bully II2

   Brazil       10,000  

Noble Clyde Boudreaux

   Australia       10,000  

Noble Dave Beard

   Brazil       10,000  

Noble Don Taylor

   USA       12,000  

Noble Globetrotter I

   USA       10,000  

Noble Globetrotter II

   Benin       10,000  

Noble Sam Croft

   South Korea3       12,000  

Noble Tom Madden

   South Korea3       12,000  

Noble Paul Wolff

   Brazil       9,200  

Noble Amos Runner

   USA       8,000  

Noble Homer Ferrington

   Malta       7,200  

Noble Max Smith

   Brazil       7,000  

Noble Jim Thompson

   USA       6,000  

Noble Paul Romano

   Malta       6,000  

Noble Driller

   USA       5,000  

Noble Discoverer

   South Korea       1,000  

 

3) Under Construction
4) Joint Venture with a subsidiary of Shell where each party has an equal 50 percent ownership stake in the vessel