It will get a new three-year US$600m trade finance and a US$100m hedging facility.
Noble got the ad hoc group of senior creditors which now represents 46% of its senior debt to sign a binding restructuring support agreement (RSA).
According to an SGX announcement, Deutsche Bank AG has signed the RSA, and ING Bank N.V. is in the process of seeking credit approval in order to accede to the RSA. Together, Deutsche Bank AG and ING Bank N.V. represent a further 4% of the existing senior claims.
“The ad hoc group’s advisors are in contact with holders of the Existing Senior Claims who hold in aggregate an additional approximately 15% of the Group’s Existing Senior Claims and have indicated their broad support for the proposed financial restructuring, subject to acceding to the RSA and completing internal approval processes.”
The RSA includes the provision of a new three-year committed US$600m trade finance and a US$100m hedging facility.
The RSA includes a commitment to a restructuring proposal concerning Noble’s US$379m outstanding senior notes due 2018, US$1.177b outstanding senior notes due 2020, US$750m outstanding senior notes due 2022, and US$1.143b outstanding loans under the revolving credit facility and certain other unsecured liabilities. The RSA also includes a proposed treatment for the US$400m of perpetual capital securities.
Concurrent with the restructuring, the holders of existing perpetual capital securities will be offered the opportunity to voluntarily exchange their securities into a new US$25m 2.5% non-accumulative pay-if-you-can perpetual capital security instrument issued by New Noble.
Moreover, Noble will move the restructuring process from Hong Kong to the United Kingdom. “The company will implement this process during the restructuring period in order to facilitate an alternative restructuring (should such alternative restructuring be required) on substantially the same economic terms,” it said.
Noble also announced other changes in its restructuring plan. All supporting shareholders will receive the same economic benefits irrespective of the outcome of the special general meeting that will approve the proposed financial restructuring. Post-restructuring, Noble will be listed as New Noble on the SGX.
The special purpose vehicle (SPV) of Noble and the shareholders will be offered in equivalent terms, meaning 10% of common equity in New Noble will be granted to current shareholders, whilst the senior creditor SPV will grant 10% of common equity to Noble’s SPV, both upon completion of the proposed financial restructuring.
Noble’s SPV also has an option to buy 10% of common equity from senior creditor SPV and make 50% of the option available to the then prevailing shareholders of New Noble from time to time in proportions, excluding Management SPV and Senior Creditor SPV. “The Option will be exercisable in stages within the period of five years commencing on the effective date of the Restructuring, at an exercise price per share corresponding to an aggregate exercise price for all the shares under the Option of US$85m (payable in cash or cash settled),” Noble added.
As a performance incentive, New Noble will grant Noble’s SPV a one-off performance incentive share option to subscribe for a further 5% of new common equity in New Noble. “The Incentive Share Option is exercisable within the period of five years commencing on the effective date of the Restructuring, subject to a performance condition of New Noble achieving an equity value of approximately US$2.1b, at an exercise price per share corresponding to an aggregate exercise price for all the shares under the incentive share option of US$110m (payable in cash or cash settled).
Once US$2.1b is reached, Noble’s SPV will make 50% of the Incentive Share Option available to the then prevailing shareholders.
Noble chairman Paul Brough said, “Throughout the process, we as a Board have sought to work with and treat all our stakeholders in a fair and transparent manner. The RSA is a critical step in the Group’s restructuring and I firmly believe that the strong level of support it has received is testament to the appropriateness of this approach. This RSA sets out a clear pathway to providing the Group with a sustainable capital structure and a strong foundation from which to deliver long-term value for all its stakeholders.”
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