Noble Corporation Plc A · NYSE:NE
Noble Corporation Plc A — Noble — Merger or Acquisition (November 2021)
20 slides from Noble Corporation Plc A's merger presentation, Nov 10, 2021
Slide 1: Noble Corporation and Maersk Drilling Announce Agreement to Combine
1 Noble Corporation and Maersk Drilling Announce Agreement to Combine November 10, 2021
Slide 2: Disclaimers: Forward-Looking Statements
2 Disclaimers Forward - Looking Statements This presentation includes forward - looking statements within the meaning of the federal securities laws (including Section 27 A of the United States Securities Act of 1933 , as amended, the “Securities Act”) with respect to the proposed transaction betwee
Slide 3: Disclaimers: Participants in the Solicitation
3 Disclaimers Participants in the Solicitation Maersk Drilling, Noble and their respective directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of Maersk Drilling and Noble, respectively in connection with the propo
Slide 4: Today's Presenters
4 Today’s Presenters Claus Hemmingsen Chairman of the Maersk Drilling Board of Directors Charles (Chuck) Sledge Chairman of the Noble Corporation Board of Directors Robert Eifler President & Chief Executive Officer of Noble Corporation
Slide 5: Transaction Overview
5 Transaction Overview Noble Corporation and Maersk Drilling Have Agreed to Combine Summary Terms Transaction Structure ▪ Primarily all - stock transaction ▪ Noble Corporation (“Noble”) shareholders to receive ~66.6mm newly - issued shares in a new UK plc parent (“Topco”) ▪ The Drilling Company of 1
Slide 6: Transaction Rationale Highly Compelling for All Stakeholders
6 Transaction Rationale Highly Compelling for All Stakeholders World - class Offshore Driller ▪ Combination creates the youngest and highest spec fleet with a combined track record of industry leading utilization ▪ Strong capabilities in 7G ultra - deepwater drillships and harsh environment jackups
Slide 7: Best-in-class Investment Opportunity in Energy Services
7 ~11% ~10% ~8% ~5% ~5% S&P E&P Index Select Large Cap Energy Services Companies S&P Industrials Index S&P 500 Index Best - in - class Investment Opportunity in Energy Services 2023E FCF Yield Comparison (1) Source: FactSet (1): F igures are based on market capitalization and wall street consensus e
Slide 8: Industry Leading Fleet and Utilization
8 3 1 2 1 1 3 13 11 5 2 32 30 23 15 10 1 5 3 1 Industry Leading Fleet and Utilization Diversified Fleet of High - Spec, Modern Rigs Peer 1 Peer 2 Peer 3 Peer 4 Fleet Characteristics Youngest fleet of scale with long remaining useful life Limited reactivation capex as most rigs are contracted Cost ad
Slide 9: Attractive Scale in Key Geographic Regions
9 Western Benign - North America Type # Select Customers 4 1 Attractive Scale in Key Geographic Regions Across Both the Floater and Jackup Markets ▪ Drillships ▪ Semisubmersibles ▪ Jackups ▪ Ultra Harsh Jackups Geographic Scale and Customer Diversity Floater Fleet (20 Rigs) Jackup Fleet (19 Rigs) (1
Slide 10: Ultra-Harsh Jackups – Well Positioned for Growth in Norway
10 $251k $77k Other jackups (2) CJ70s Ultra - Harsh Jackups – Well Positioned for Growth in Norway Source: IHS Markit Petrodata, Rystad Energy (1): Baker Marine Pacific Class 375 used as example (2): Jackups delivered post - 2001 …Ideally Positioned for Norway Market Recovery The Most Advanced Jacku
Slide 11: A Leading Position in the Growing Guyana-Suriname Basin
11 A Leading Position in the Growing Guyana - Suriname Basin Source: Rystad Energy …Positioned for Rapid Activity Increase The Ideal Floater Fleet for the Region… Commercial Enabling Agreement (CEA) in Place Set to benefit from favorable production outlook Rapid production increase expected in Guyan
Slide 12: Shared Culture of Operational Excellence
12 Shared Culture of Operational Excellence Strong Core Values and Business Principles Lead to Differentiated Performance Core Values and Business Principles Safe, efficient, and reliable offshore platform with a customer - centric focus Customer Centric Respect Performanc e Environmental Stewardshi
Slide 13: Sustainability & Innovation
13 Sustainability & Innovation Utilizing Best - in - Class Innovation to Drive Sustainability and Long - Term Differentiation ▪ Combining hybrid power, data intelligence and cleaning technology (SCR), the company’s hybrid jackups will push the boundarie s f or low - emission drilling on conventional
Slide 14: Equipped to Realize Meaningful Synergies
14 Equipped to Realize Meaningful Synergies Industry Leading Cost Structure Achieved Through Scale Note: Estimates of expected synergies are purely illustrative and are subject to certain risks and uncertainties. Please see “Di sclaimers.” (1): Hypothetical value uplift assumes $125 million of full
Slide 15: Fiscally Disciplined with Robust Balance Sheet
15 (As of 3Q'21, $ in millions) Noble Maersk Drilling CombinedCo Noble RCF ($675 million) $190 $- $190 Maersk Syndicated RCF ($400 million) - - - Maersk Syndicated Facility (A&B) (4) - 792 792 Maersk Danish Ship Finance (4) - 290 290 Noble 2L Notes 216 - 216 Total Debt $406 $1,082 $1,488 Cash (2) 39
Slide 16: Balanced Portfolio Enhances Cash Flow Resiliency
16 Balanced Portfolio Enhances Cash Flow Resiliency (1): Pro forma revenue figures are reflected as of LTM 9/30/21; pro forma backlog figures are reflected as of 9/30/21, adjust ed to exclude Noble Saudi jackups and Maersk Inspirer Revenue Split by Asset Class Attractive Diversification Across Asset
Slide 17: Improving Utilization Driving Stronger Dayrates
17 0% 20% 40% 60% 80% 100% $0k $20k $40k $60k $80k $100k $120k $140k 2018 2020 2019 2021 0% 20% 40% 60% 80% 100% 2018 2019 2020 2021 $0k $200k $150k $250k $300k $350k 2018 2019 2020 2021 Improving Utilization Driving Stronger Dayrates Several recent contracts in the market signed near or above $300k
Slide 18: Highly Attractive Free Cash Flow Potential
18 ~$2.75 ~$2.75 ~$5.25 ~$7.75 2023 and Onwards Normalized Potential Scenario A Scenario B Scenario C Highly Attractive Free Cash Flow Potential (1): From active fleet; assumes 90% utilization (with ~96% revenue efficiency) and average operating expense of ~$70k per day fo r jackups and ~$110k per d
Slide 19: Transaction Rationale Highly Compelling for All Stakeholders
19 Transaction Rationale Highly Compelling for All Stakeholders World - class Offshore Driller ▪ Combination creates the youngest and highest spec fleet with a combined track record of industry leading utilization ▪ Strong capabilities in 7G ultra - deepwater drillships and harsh environment jackups
Slide 20: PN@BLE fj MAERSK
PN@BLE fj MAERSK DRILLING