Noble Corporation plc (NYSE:NE) entered into a definitive merger agreement to acquire Diamond Offshore Drilling, Inc. (NYSE:DO) from BlackRock, Inc. (NYSE:BLK), KGH Ltd., The Vanguard Group, Inc., Capital Research Global Investors and others for approximately $1.7 billion on June 9, 2024. As part of the transaction, Diamond shareholders will receive 0.2316 shares of Noble, plus cash consideration of $5.65 per share for each share of Diamond stock, an 11.4% premium to closing stock prices on June 7, 2024, representing 64% stock / 36% cash ($600 million total cash consideration). Upon closing, Diamond shareholders will own approximately 14.5% of Noble?s outstanding shares and Noble shareholders will hold 85.5% stake. The implied cash and stock consideration to be received by Diamond shareholders is $15.52 per share, representing a premium of 11.4% to Diamond?s closing share price 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, the Noble Board of Directors will be expanded to include one member from the Diamond Board. The agreement contains termination rights for each of Noble and Diamond. Upon termination of the agreement under specified circumstances, including the termination by Noble in the event of a change of recommendation by the board of directors of Diamond or by Diamond in order to enter into a definitive agreement with respect to a Diamond Offshore Superior Proposal, Diamond would be required to pay Noble a termination fee of $60 million. If the agreement is terminated by Noble or Diamond after the Diamond stockholder meeting has concluded and the Diamond stockholder approval has not been obtained, Diamond would be required to pay Noble a no vote termination fee of $16.5 million.

The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, the receipt of any antitrust approvals, the authorization for listing on the NYSE of the Noble Shares, the effectiveness of the Registration Statement on Form S-4 to be filed by Noble and the approval of Diamond shareholders. The transaction has been unanimously approved by the Board of Directors of each company. The transaction is expected to close by the first quarter of 2025.

Morgan Stanley & Co. LLC is acting as lead financial advisor to Noble and has provided committed financing. Wells Fargo and SB1 Markets also acted as financial advisors to Noble. Scott A. Barshay and Kyle T. Seifried of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Noble. Guggenheim Securities, LLC and TPH&Co., the energy business of Perella Weinberg Partners, are acting as lead financial advisors and fairness opinion provider to Diamond. Sean T. Wheeler, Debbie P. Yee, Camille Walker, Rachael L. Lichman, Julian J. Seiguer, Atma Kabad, David Wheat, William Dong, Ian G. John, Chuck Boyars, Thomas S. Wilson, Sion Davies, J. Robert Fowler and Stephanie Jeane of Kirkland & Ellis LLP is acting as legal advisor to Diamond. Stuart Rogers of Alston & Bird, LLP represented Morgan Stanley & Co. LLC as financial advisor.