SUGAR LAND, Texas, Aug. 26, 2021 /PRNewswire/ -- Noble
Corporation (NYSE: NE, "Noble" or the "Company") today announced
that subsidiaries of the Company have reached a definitive
agreement to sell four jackups to ADES International Holding Ltd.,
through its subsidiary, ("ADES") for $292
million. The Company expects to generate approximately
$285 million in cash from the
transaction net of fees, expenses, and the settlement of working
capital. The Noble Roger Lewis, Noble Scott Marks, Noble Joe Knight, and Noble Johnny Whitstine will be sold and the
current drilling contracts novated to ADES. Closing is
expected before the end of October
2021 and is subject to the satisfaction of closing
conditions, including novation of the drilling contracts and
regulatory approvals.
Given the impact of the transaction, the Company also provided
the following updated 2021 guidance, and preliminary 2022 guidance,
which is pro forma for the divestiture:
($ in
millions)
|
Updated 2021
Guidance (1,2)
|
Preliminary 2022
Guidance (1)
|
Adjusted Revenue
(3)
|
$870 -
$890
|
$975 - $1,050
(5)
|
Adjusted EBITDA
(3,4)
|
$110 -
$120
|
$265 - $300
(5)
|
Capital
Expenditures
|
$175 -
$195
|
$105 -
$120
|
|
|
(1)
|
Noble provides
guidance based on guidance basis, which is a non-GAAP financial
measure. Management evaluates Noble's financial performance in part
based on guidance basis, which management believes enhances
investors' understanding of Noble's overall financial performance
by providing them with an additional meaningful and relevant
comparison of current and anticipated future results across
periods. The adjustments to arrive at guidance basis are
described below. Due to the forward-looking nature of
Adjusted EBITDA, management cannot reliably predict certain of the
necessary components of the most directly comparable
forward-looking GAAP measure. Accordingly, the company is
unable to present a quantitative reconciliation of such
forward-looking non-GAAP financial measure to the most directly
comparable forward-looking GAAP financial measure without
unreasonable effort.
|
(2)
|
The Company has
combined the 2021 results for the Predecessor and Successor periods
as non-GAAP measures when giving full-year 2021 guidance since we
believe it provides the most meaningful basis to analyze our 2021
results.
|
(3)
|
Adjusted to
exclude recognition of the non-cash intangible contract asset
amortization of ~$51 million and ~$44 million in 2021 and 2022,
respectively. Without these adjustments, Revenue guidance
ranges for 2021 and 2022 would be $819 million - $839 million and
$931 million - $1,006 million, respectively.
|
(4)
|
The Company
discloses Adjusted EBITDA (Operating Profit/loss excluding
Depreciation and Amortization and, when applicable, Other
Items). Other Items include amortization of intangible
contract assets, restructuring related items, merger and
integration costs, and non-cash stock-based compensation expense
related to the Company's management incentive plan.
|
(5)
|
Of the total
calendar days available for our fleet in 2022, Noble assumes 86% of
the days are operating days (excluding cold stacked rigs). Of the
operating days, 61% are currently under firm contract, and 22% are
assumed exercised options. 22% of the available days are under
the CEA agreement where the market rate has yet to be
determined.
|
"We are very pleased to have reached this mutually beneficial
deal with ADES, which is accretive to our shareholders. The
sale of these four jackups further bolsters our already strong
balance sheet and improves Noble's financial flexibility. As
we look to 2022, our anticipated net cash position coupled with our
expected free cash flow generation better positions the company to
execute on our financial priorities to repay debt and return cash
to shareholders," said Robert
Eifler, President and CEO of Noble Corporation. Mr. Eifler
continued, "Our crews in the Kingdom have executed at the highest
level for many years, and Noble and ADES are fully aligned to
ensure this level of operational excellence is maintained. I
would personally like to thank the Noble employees who will be
hired by ADES for their dedicated service and wish them continued
success."
DNB Markets, a part of DNB Bank ASA, and Ducera Partners LLC are
acting as financial advisors, and Baker Botts L.L.P. is acting as
legal advisor to Noble. Clarksons Platou is acting as
broker.
About Noble Corporation
Noble is a leading offshore drilling contractor for the oil and
gas industry. The Company owns and operates one of the most
modern, versatile and technically advanced fleets in the offshore
drilling industry. Noble and its predecessors have been
engaged in the contract drilling of oil and gas wells since
1921. Currently, Noble performs, through its subsidiaries,
contract drilling services with a fleet of 24 offshore drilling
units, consisting of 12 drillships and semisubmersibles and 12
jackups (including the four that are subject to the agreement with
ADES), focused largely on ultra-deepwater and high-specification
jackup drilling opportunities in both established and emerging
regions worldwide. Noble is an exempted company incorporated
in the Cayman Islands with limited
liability with registered office at P.O. BOX 309, Ugland House, S.
Church Street, Grand Cayman,
KY1-1104. Additional information on Noble is available at
www.noblecorp.com.
Forward-looking Disclosure Statement
This communication includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. All statements other than statements
of historical facts included in this communication, including those
regarding the transaction closing, including the impact and timing,
accretion to our shareholders, 2021 and 2022 guidance including
revenue, EBITDA and capital expenditures, free cash flow, net cash
position, financial flexibility, use of proceeds, repayment of debt
and return of cash to shareholders, dividends, and share
repurchases, are forward-looking statements. When used in
this report, or in the documents incorporated by reference, the
words "anticipate," "assume," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "project," "should,"
"shall" and "will" and similar expressions are intended to be among
the statements that identify forward-looking statements.
Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we cannot assure you
that such expectations will prove to be correct. These
forward-looking statements speak only as of the date of this
communication and we undertake no obligation to revise or update
any forward-looking statement for any reason, except as required by
law. We have identified factors, including, but not limited
to, uncertainties regarding determination of consideration for the
transaction, regulatory approvals, client consents, and
satisfaction of other conditions to closing the transaction,
uncertainties relating to our emergence from bankruptcy, the
ability to recognize the anticipated benefits of the Pacific
Drilling acquisition, the effects of public health threats,
pandemics and epidemics, such as the recent and ongoing outbreak of
COVID-19, and the adverse impact thereof on our business, financial
condition and results of operations (including but not limited to
our growth, operating costs, supply chain, availability of labor,
logistical capabilities, customer demand for our services and
industry demand generally, our liquidity, the price of our
securities and trading markets with respect thereto, our ability to
access capital markets, and the global economy and financial
markets generally), the effects of actions by, or disputes among
OPEC+ members with respect to production levels or other matters
related to the price of oil, market conditions, 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, reset of dayrates under the commercial
enabling agreement with our client for rigs operating in
Guyana, operating hazards and
delays, risks associated with operations outside the US, actions by
regulatory authorities, credit rating agencies, customers, joint
venture partners, contractors, lenders and other third parties,
legislation and regulations affecting drilling operations,
compliance with regulatory requirements, violations of
anti-corruption laws, shipyard risk and timing, delays in
mobilization of rigs, hurricanes and other weather conditions, and
the future price of oil and gas, that could cause actual plans or
results to differ materially from those included in any
forward-looking statements. These factors include those "Risk
Factors" referenced or described in the Company's most recent Form
10-K, Form 10-Q's, and other filings with the Commission. We
cannot control such risk factors and other uncertainties, and in
many cases, we cannot predict the risks and uncertainties that
could cause our actual results to differ materially from those
indicated by the forward-looking statements. You should
consider these risks and uncertainties when you are evaluating
us.
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SOURCE Noble Corporation