Item 1.01. Entry into a Material Agreement
On November 22, 2022, Noble Corporation plc (the "Company") entered into a Term
Facility Agreement among The Drilling Company of 1972 A/S, as the Borrower (the
"Borrower"), the Company, as parent guarantor, certain subsidiaries of the
Borrower party thereto as guarantors, DNB Capital LLC, JP Morgan Chase Bank
N.A., London Branch, Nykredit Bank A/S, Clifford Capital Pte. Ltd., Barclays
Bank PLC, Danske Bank A/S, HSBC Bank USA, N.A., Nordea Bank ABP, New York Branch
and Morgan Stanley Senior Funding, Inc., as Mandated Lead Arrangers and
Bookrunners, DNB Markets, Inc., as Coordinator, DNB Bank ASA New York Branch as
Agent and Security Agent and the other lenders party thereto (the "New DNB
Credit Facility"). The New DNB Credit Facility provides for a $350,000,000
secured term loan. The interest rate under the New DNB Credit Facility is Term
SOFR (as defined therein), plus a margin of 3.5%, with such margin increasing by
(i) 0.15% each three-month period following the first anniversary of the date of
funding under the New DNB Credit Facility (such funding date, the "Utilisation
Date") and (ii) 0.25% each three-month period following the second anniversary
of the Utilisation Date. The New DNB Credit Facility will mature 3 years from
the Utilisation Date. The Utilisation Date is expected to occurr before the end
of 2022, and the full amount of the term loan is expected to be funded on such
date. The term loan will be required to be repaid in 12 consecutive quarterly
installments beginning 3 months after the Utilization Date, the first four of
which are in the amount of $2,500,000 each, the next four of which will be in
the amount of $7,500,000 each, and the final four of which will be in the amount
of $12,500,000 each, with the remainder of the term loan being due as a balloon
payment of $260,000,000 on the maturity date.
The New DNB Credit Facility is guaranteed by the Company and certain
subsidiaries of the Borrower and, as of the Utilisation Date, will be secured by
mortgages on certain offshore drilling rigs that were acquired as part of the
business combination with The Drilling Company of 1972 A/S (such drilling rigs,
the "Collateral Rigs"), insurance and earnings assignments in connection with
the Collateral Rigs, share charges of the Collateral Rig owners/guarantors, and
other related assets. The Borrower will be required to make certain mandatory
prepayments under certain circumstances including total loss, sale or arrest of
a Collateral Rig, certain issuances of bonds or notes for borrowed money by the
Company, as well as repayment of the full outstanding amount in the event of a
Change of Control (as defined in the New DNB Credit Facility).
The New DNB Credit Facility includes covenants and undertakings that the Company
considers usual and customary for facilities and transactions of this type. The
New DNB Credit Facility includes certain financial covenants with respect to
maximum leverage ratio and minimum equity ratio, each with respect to the
Borrower and its subsidiaries, and minimum liquidity with respect to each of the
Company and its subsidiaries and the Borrower and its subsidiaries. In addition,
the New DNB Credit Facility requires a minimum Collateral Rig coverage of 200%,
tested semi-annually, and if such test is not satisfied requires either a
prepayment or additional collateral. The New DNB Credit Facility includes events
of default (and related remedies, including acceleration following an event of
default) that the Company considers usual for facilities and transactions of
this type.
The proceeds from the New DNB Credit Facility are expected to be used on the
Utilisation Date to refinance the $1,550,000,000 aggregate Term and Revolving
Facilities Agreement, dated December 6, 2018, by and among, amongst others, The
Drilling Company of 1972 A/S as borrower, the rig owners and material
intra-group charterers party thereto and DNB Bank ASA as agent.
The foregoing description of the New DNB Credit Facility is qualified in its
entirety by reference to the full text of the New DNB Credit Facility, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by
reference in this Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Term Facility Agreement, dated as of November 22, 2022 among the
Borrower, the Company, certain subsidiaries of the Borrower party
thereto as guarantors, DNB Capital LLC, JP Morgan Chase Bank N.A.,
London Branch, Nykredit Bank A/S, Clifford Capital Pte. Ltd., Barclays
Bank PLC, Danske Bank A/S, HSBC Bank USA, N.A., Nordea Bank ABP, New
York Branch and Morgan Stanley Senior Funding, Inc., as Mandated Lead
Arrangers and Bookrunners, DNB Markets, Inc., as Coordinator, DNB Bank
MSA New York Branch as Agent and Security Agent and the other lenders
party thereto.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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