Noble Corporation has entered into a definitive agreement to acquire Diamond Offshore, creating a fleet of 41 rigs - including 28 floaters and 13 jack-ups, and a combined backlog of approximately $6.5 billion.
Noble will acquire Diamond in a stock plus cash transaction, whereby Diamond shareholders will receive 0.2316 shares of Noble, plus cash consideration of $5.65 per share for each share of Diamond stock, representing an 11.4% premium to closing stock prices on June 7, 2024.
Noble intends to fund the cash portion of the transaction through new debt financing, which Noble has secured through a $600 million committed bridge financing facility.
At closing, Noble’s board of directors will be expanded to include one member from the Diamond’s board.
The transaction, expected to close by the first quarter of 2025, is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Diamond shareholders.
Giving effect to the acquisition, Noble will own and operate a fleet of 41 rigs including 28 floaters and 13 jack-ups.
"This acquisition enables Noble to continue our journey of delivering superior innovation and value to a broad range of the leading offshore operators across the world. Our position will be strengthened with the addition of four 7th generation drillships and one of the most high-spec harsh environment semisubmersible rigs in the world.
“Additionally, Diamond's five conventional deepwater and midwater rigs have averaged above 85% utilization over the last 3 years and currently have strong forward contract coverage. Supported by Diamond's $2.1 billion of backlog and $100 million 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,” said Robert Eifler, Noble's President and Chief Executive Officer.
"This combination is an ideal outcome that provides Diamond shareholders both immediate and long-term upside potential as part of a more fully scaled platform that can deliver customer and shareholder value on a through-cycle basis, more visibly and accessibly, while gaining access to Noble's robust dividend program.
“Noble's operational strength, service posture and proven integration capabilities make this a natural match for Diamond. I would like to thank the entire Diamond team for delivering terrific results for our customers and shareholders. Your daily commitment to our uncompromising standards will be a perfect fit within Noble, and we look forward to continued success for our teams together on this strengthened, world class platform,” added Bernie Wolfor, Diamond's President and Chief Executive Officer.