Offshore Drillers Noble and Pacific Drilling to Merge in All-Stock Deal

Offshore drilling contractors Noble Corporation and Pacific Drilling will combine in an all-stock transaction that will see Noble will acquire Pacific Drilling.

A definitive merger agreement was unanimously approved by each company’s Board of Directors and announced Thursday.

Under the terms of the transaction, Pacific Drilling’s equity holders will receive 16.6 million shares of Noble, or approximately 24.9% of the outstanding shares of Noble at closing. Noble expects to realize annual pre-tax cost synergies of at least $30 million, and additionally, will move to dispose of the drillship Pacific Bora and Pacific Mistral “expeditiously”.

“The acquisition of Pacific Drilling will enhance our position in the ultra-deepwater market through the addition of its technologically-advanced ultra-deepwater drillships, which are highly complementary to Noble’s existing fleet,” said Noble’s President and Chief Executive Officer, Robert Eifler. Pacific Drilling operates a fleet of seven high specification ultra-deepwater drillships.

“By bringing these modern drillships into the Noble fleet, we will be able to better serve the needs of our customers globally and to participate in a wider range of drillship tender activity. The combination brings together two companies who share a common culture prioritizing safety and operational excellence,” added Eifler. “Additionally, the acquisition expands and further solidifies our relationship with certain key customers, facilitates re-entry into both the West African and Mexican regions, and strengthens our presence in the US Gulf of Mexico.”

Pacific Drilling emerged from Chapter 11 bankruptcy in December as part of a balance-sheet restructuring of $1.1 billion in bond debt. It was the the second time in three years that company had filed for Chapter 11. Pacific Drilling says the acquisition will give its equity holders a chance to “fully participate” in the offshore drilling market.

“Bringing together the Pacific Drilling and Noble fleets creates a stronger and more stable combined company with the scale to provide solutions for our clients on a global basis,” said Bernie Wolford, Pacific Drilling’s Chief Executive Officer. “This combination will advance the ongoing recovery in the industry and will allow Pacific Drilling equity holders to fully participate in that recovery.”

The transaction is subject to customary closing conditions and is expected to be completed in April 2021. The transaction has also been approved by a majority of Pacific Drilling’s equity holders, and no shareholder vote is required for Noble to close the transaction.

“This acquisition is a positive strategic step for Noble, and we will work expeditiously to close the transaction and integrate the two companies,” added Eifler continued. “We remain committed to generating shareholder value through safety and operational excellence, capital discipline and customer satisfaction. As the offshore drilling landscape evolves, we look forward to maintaining our leadership role as we continue to grow in concert with the needs of our customers.”

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