In a blockbuster transaction in the offshore drilling sector, Noble Corporation plc (NYSE:NE) announced today that it has agreed to acquire Diamond Offshore Drilling, Inc. (NYSE:DO) in an all-stock and cash deal valued at $3.6 billion. The combination will create one of the largest offshore drilling contractors, with a massive fleet and diverse global footprint.
Deal Terms
Under the agreement, Diamond Offshore shareholders will receive 0.2316 shares of Noble stock plus $5.65 in cash for each Diamond share they own. This represents an 11.4% premium over Diamond’s closing share price on June 7th. Upon closing, Diamond shareholders will own approximately 14.5% of the combined company.
Noble has secured $600 million in committed bridge financing to fund the cash portion of the deal. One member of Diamond’s board will join Noble’s expanded board once the transaction is completed.
Strategic Rationale
This transaction brings together two leading offshore drillers with complementary capabilities and customer bases. The combined company will boast an impressive fleet of 41 rigs, including 28 floaters and 13 jackups, with a $6.5 billion backlog providing strong revenue visibility.
Of particular note, Noble will acquire four of Diamond’s 7th generation ultra-deepwater drillships along with the harsh environment semi-submersible Ocean GreatWhite. These high-spec assets augment Noble’s already formidable ultra-deepwater fleet, cementing its pole position as the leader in this critical offshore segment.
On the other side, Noble brings additional scale in jackup rigs and geographic diversity. The companies cited synergy opportunities around operational excellence, safety culture, and customer relationships as key strategic benefits.
Noble management forecast at least $100 million in annual cost synergies, with 75% achieved within a year of closing. The deal is expected to be immediately accretive to Noble’s free cash flow per share.
Return of Capital Emphasis
Illustrating the combined company’s commitment to shareholder returns, Noble’s board approved a 25% increase to its quarterly dividend to $0.50 per share starting in Q3 2024. This represents an annualized dividend of $2.00 per share.
Noble has prioritized generous capital returns in recent years as offshore drilling activity and dayrates have recovered. With enhanced scale, efficiencies and cash flow from this acquisition, Noble is well-positioned to continue growing its dividend over time.
Management Comments
“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,” stated Noble CEO Robert Eifler. He highlighted the drillship additions and accretion to free cash flow as key drivers.
Diamond CEO Bernie Wolford noted “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.”
Neal Goldman, Chairman of Diamond, added “We have created tremendous value for our shareholders and customers that has culminated in a strategic merger that will continue to add value for all.”
Path to Completion
The deal is subject to customary closing conditions including regulatory approvals and a vote of Diamond’s shareholders. It is expected to close by Q1 2025 after securing the necessary approvals.
With the financial incentive of an 11.4% premium, supportive comments from leadership, and strategic benefits like increased scale and cost synergies, this transaction has a high likelihood of being consummated as proposed in the coming months.
