Noble unit extends early premium in capped tender offer for two notes

By Susanna Moon

Chicago, March 17 – Noble Corp. plc said indirect wholly owned subsidiary Noble Holding International Ltd. amended the terms of the cash tender offers for two series of its notes in order to pay the early premium to all holders who submit their securities for purchase.

The note series covered by the offer are the company’s $500 million principal amount of outstanding 4.9% senior notes due 2020 and its $400 million principal amount of outstanding 4.625% senior notes due 2021, listed in order of priority acceptance level.

The total payment will now be extended to all holders who tender their notes by the end of the offer at 11:59 p.m. ET on March 31, according to a company notice.

The total purchase price for each $1,000 principal amount will be $680 for the 4.9% notes and $610 for the 4.625% notes.

Originally, the total payment included an early tender premium of $50.00 per $1,000 of notes tendered by 5 p.m. ET on March 16, the early tender date.

Those who tendered after the early deadline would have received the total amount less the early premium.

The company also will pay accrued interest to but excluding the settlement date of April 1.

As announced March 3, Noble is tendering for up to an aggregate principal amount that will result in an aggregate purchase price of no more than $200 million, subject to increase, of the two series of notes.

Tendered notes may no longer be withdrawn, as of the early tender deadline.

Noble said it will accept, for notes tendered before the early tender date, all those tendered before the early deadline with a higher acceptance priority level before any notes tendered with a lower priority level. For notes tendered after the early deadline, the company will accept all notes tendered after the early tender date with a higher acceptance priority level before those tendered after the early tender date with a lower priority level.

If the offers are not fully subscribed by the early deadline, notes tendered before the early tender date will be accepted for purchase and will be given priority to those tendered after the early deadline, even if notes tendered after the early date have a higher priority level than notes tendered before the early date.

The offers are not conditioned on any minimum amount of notes being tendered.

Credit Suisse Securities (USA) LLC (800 820-1653) and HSBC Securities (USA) Inc. (888 HSBC-4LM) are the dealer managers. Global Bondholder Services Corp. (212 430-3774 or 866 794-2200) is the depositary and information agent.

Noble Corp. plc is a London-based offshore drilling contractor for the oil and gas industry.

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