Noble Corp continues to be a major consolidator in the offshore drilling market after agreeing to acquire rival Diamond Offshore.
Diamond shareholders will receive 0.2316 shares of Noble, plus cash consideration of $5.65, for each Diamond share.
Noble intends to fund the cash portion of the transaction through new debt financing, which it has secured through a $600m committed bridge financing facility.
Upon closing, Diamond shareholders will own around 14.5% of Noble’s outstanding shares.
Post-acquisition, Noble will own and operate a fleet of 41 rigs — 28 floaters and 13 jack-ups — with a backlog for the combined company of about $6.5bn.
Chief executive Robert Eifler said Noble’s position will be strengthened with the addition of four seventh-generation drillships and “one of the most high-spec harsh environment semi-submersible rigs in the world”.
“Additionally, Diamond’s five conventional deepwater and midwater rigs have averaged above 85% utilisation over the last three years and currently have strong forward contract coverage,” he said.
“Supported by Diamond’s $2.1bn of backlog and $100m of anticipated cost synergies, we expect the transaction to be immediately accretive to our free cash flow per share and contribute to accelerated growth in our return of capital to shareholders.”
Morgan Stanley is acting as lead financial adviser to Noble and has provided committed financing. Wells Fargo and SB1 Markets also advised Noble.
Guggenheim Securities, LLC and TPH&Co, the energy business of Perella Weinberg Partners, are lead financial advisers to Diamond.
Noble Corp has been a key consolidator in the drilling market, first buying Idan Ofer’s Pacific Drilling and then agreeing a merger with Maersk Drilling in late 2021.
Meanwhile, rig owner Vantage Drilling says it is “exploring a possible listing” of its shares on Euronext Growth Oslo.
DNB Markets has been engaged as manager and listing adviser. Schjodt is Norwegian legal counsel.
Vantage’s fleet comprises two ultra-deepwater drillships and two premium jack-up drilling rigs.
