noble corp - investor presentation june 2021
TRANSCRIPT
Investor Presentation
Noble Corporation
June 2021
Forward Looking Statement
This presentation contains “forward‐looking statements” about Noble’s business, financial performance and position, contracts
and prospects. Words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "project,"
"should," "shall," and "will" and similar expressions are intended to be among the statements that identify forward‐looking
statements. Statements regarding the effect, impact, the global novel strain of coronavirus ("COVID‐19") pandemic, and
agreements regarding production levels among members of the Organization of Petroleum Exporting Countries and other oil and
gas producing nations ("OPEC+"), and any expectations we may have with respect thereto, and those regarding contract backlog,
costs, benefits, opportunities, financial performance, financial position, capital structure, debt, fleet strategy, bidding activity, rig
demand, contract commencements, dayrates, impact of future regulations, contract duration, fleet condition, capabilities or
performance, industry fundamentals, shareholder value, as well as any other statements that are not historical facts in this
release, are forward‐looking statements that involve certain risks, uncertainties and assumptions. These include but are not
limited to actions by regulatory authorities or other third parties, market conditions, factors affecting the level of activity in the oil
and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime,
factors that reduce applicable dayrates, violations of anti‐corruption laws, hurricanes and other weather conditions, the future
price of oil and gas and other factors detailed in the Company’s most recent Form 10‐K, Form 10‐Q’s and other filings with the
Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those indicated. The Company disclaims any duty to update
the information presented here.
3
Agenda
I. Executive Summary
II. Fleet, Operations, and
Sustainability
III. Market Outlook
IV. Financial Perspectives
Executive Summary
5
“Since 1921 Noble has been the trusted partner of our customers, our communities, and our employees.
Our relationship‐centered approach, unwavering commitment to our values, and passionate pursuit of operational excellence consistently delivers safe and efficient results.”
Noble – At a Glance
100 year history
Committed to core values
High‐spec & rationalized fleet
Conservative balance sheet
Strong backlog
Capacity for growth
Trusted Partner Highlights(1)
(1) As of March 31, 2021. Pro Forma for Pacific Drilling.
(2) As of June 21st. Includes penny warrants but excludes other warrants and management incentive plan.
Total Fleet Size24 (12 Floaters / 12 Jackups)
Net DebtSub $300 million
FinancialOperational
Total Liquidity$600+ million
Backlog$1.7 billion
Market Cap~$1.6 billion
Average Fleet Age8 Years
Select Customer Relationships
(2)
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3
1
Attractive Investment Opportunity and Timing
Premium fleet of 24 offshore drilling rigs
Unwavering commitment to safety, operational excellence, and sustainability
Cash flow focused
Strong, resilient and flexible balance sheet
Ideal platform to capture value in a changing offshore drilling landscape
2
Strategic and diverse customer relationships supported by strong backlog
4
5
6
Fleet, Operations, and Sustainability
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Culture of Operational Excellence
Key Drivers
Core Values• Honesty & Integrity• Safety • Environmental Stewardship
• Respect• Performance
Committed and accountable
Problem solvers
Relationship driven
Invest in our people Top Quartile Utilization
Best‐in‐class cost efficiency
Zero Process Safety Events in 2020
Top Quartile Subsea Downtime
2020 LTI Free
Long Term Customer Partnerships
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(7) 7G Floaters (4) 6G Floaters (9) High‐Spec Jack‐Ups (“HS JU”) (1) Ultra HS JU
High Specification Fleet
The Noble Fleet
Contract / future contract
Young fleet (average fleet age of 8 years)
Technically advanced
Strategically positioned
Strong contract coverage
(1) Semisubmersible
(2) Premium Jackups
Note: Per Fleet Status Report as of June 23, 2021
10
Pacific Drilling Acquisition – Recap and Integration Status
Integration progressing well, with majority of
synergies already captured – on track to realize
at least $30 million by end of Q3 2021
Combination of Pacific Drilling’s high spec UDW
rigs and Noble’s platform creating tangible
contracting opportunities
Significant progress made towards disposal of
Bora and Mistral
Recap: Transaction Rationale Integration Status
High specification UDW drillship fleet
Shared culture of safety and operational
excellence
Expands customer relationships and
geographic footprint
Ability to integrate quickly and realize
meaningful cost synergies
Strengthens balance sheet
Highlights Noble’s Ability to be an Efficient Growth Platform
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$1.9b
$1.3b
$1.2b
$1.2b
Solid Backlog Provides Dependable Revenue Visibility
Contract Backlog By Contractor
Note: Noble backlog as of March 31, 2021 pro forma for Pacific Drilling. Backlog for other companies as of latest company fillings.
$10.2b
$1.7b
12
Robust Contract Coverage in Key Global Basins
Note: Excludes cold stacked rigs
Jun‐21 Jun‐22 Jun‐23 Jun‐24
Pacific Scirocco
Pacific Meltem
Pacific Santa Ana
Noble Clyde Boudreaux
Pacific Khamsin
Pacific Sharav
Noble Globetrotter I
Noble Sam Croft
Noble Bob Douglas
Noble Don Taylor
Noble Globetrotter II
Noble Tom Madden
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1
2
1
Note: Per Fleet Status Report as of June 23, 2021
Jan‐27
Floaters
13
Jun‐21 Jun‐22 Jun‐23
Noble Houston Colbert
Noble Sam Hartley
Noble Regina Allen
Noble Tom Prosser
Noble Roger Lewis
Noble Johnny Whitstine
Noble Lloyd Noble
Noble Hans Deul
Noble Mick O'Brien
Noble Joe Knight
Noble Sam Turner
Noble Scott Marks
Robust Contract Coverage in Key Global Basins
Jackups
1
5
5
1
Note: Per Fleet Status Report as of June 23, 2021
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Noble Lloyd Noble
Expanding our presence into the harsh environment Norwegian sector
Contract with Equinor for 3 firm wells plus 12 option wells in Norway
The total value of the day rates for the fixed part of the contract is estimated at around $ 51 million, plus revenue for additional activities
~$45mm net project cost for modifications required for entrance into Norway
Estimated on rate no later than Sept 15, 2021 (slight delay due to covid driven logistical issues)
“We are very pleased with the job this rig has done for us at the Mariner field off the coast of Scotland, in particular the safety culture…Through good planning and collaboration, they have achieved strong operational results close to what we define as a perfect well. We look forward to continuing the collaboration on the Norwegian continental shelf as well.”
‐ Erik G. Kirkemo, senior vice president of drilling & well operations at Equinor
(1)
(1) Equinor press release. Emphasis added.(2) Additional cost includes integrated services such as managed pressure drilling, treatment of cuttings and wastewater as well as running casing and tubing, further, rig modifications,
mobilization and demobilization.
(2)
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Leading the Market in High‐Spec and Working Rigs
Source: Rystad Energy UCube; Rystad Energy research and analysis, IHS Markit Petrodata(1) Peer group is comprised of Borr, Diamond Offshore, Maersk Drilling, Seadrill Limited, Seadrill Partners, Shelf Drilling, Transocean, and Valaris(2) Fleet Utilization includes current and future contracts
Healthy utilization is evidence of the fleet’s capability & performance(1),(2)
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Track Record for Beating the Market
Consistently High Fleet Utilization
Source: Rystad Energy UCube; Rystad Energy research and analysis, IHS Markit Petrodata(1) Competitive fleet includes all jack‐ups excluding owner operated, and those rigs working in China and Iran and 6th and 7th generation drillships. Contract
term fixed includes only new, mutually agreed contracts, excluding owner operated, Iranian & Chinese fixtures(2) Average Utilization 2015 – 2020.
Noble owns ~4% of the global rig fleet – but over the last 6 years won 7% of all rig years awarded
In 2020, the Noble fleet captured 3x its share of contracted rig years
Noble Premium
(1),(2)
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Sustainability for Another 100 Years
Sustainability Strategy
“Noble’s sustainability strategy is to protect our environment and positively affect society and the economy through the business integration of sustainable corporate and social development in a manner aligned with our Mission and Core Values.”
Key Areas of Focus
ESG and Sustainability is an integral part of Board of Directors’ committee charters
Nominating, Governance, and Sustainability Committee has oversight on safety, reliability, sustainability, and ESG
Programs to promote core values of environmental stewardship, honesty and integrity, respect, and performance
Ongoing Initiatives to reduce carbon footprint & greenhouse gas emissions
Upcoming 11th Edition Sustainability Report to be published soon
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Ongoing Carbon Footprint Reduction Initiatives
Power Plant Optimization Access closed bus engine configuration Reduced fuel costs; Reduced environment impact; and Reduced maintenance costs.
Installation of Energy Storage System bus modification onboard NLN
Installation of fuel monitoring systems for more accurate emissions reporting
Installation of direct exhaust measurement system for more accurate emissions reporting
Installation of automatic engine load optimization control system
Assess Shore Power Solution for Jackups Modification of switchboards on NLN
for field electrical supply
Emissions Reduction Install Selective Catalytic
Reduction (SCR) systems to remove most NOx onboard NLN
Micro Opportunities for Fuel Consumption Reductions VFDs for pump & fan motors Periodic hull & thruster cleaning LED Lighting incremental change over
Energy Efficiency Studies Conducting detailed efficiency studies
for energy consumption
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Market Outlook
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Noble’s Exposure to Growing Floater Demand is Attractive
Demand growth expected for Ultra‐Deepwater
Source: Rystad Energy Ucube as of June 2021; Rystad Energy research and analysisNote: Number of rigs operated will exceed number of rig years of demand
Rig years
CAGR
Floater Type 2021 - 2026
UDW 8.7%
Harsh 4.3%
Legacy -5.0%
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Demand Expectations Vary by Region & Rig Type
Floaters
Source: Rystad Energy UCube; Rystad Energy research and analysis
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Demand Expectations Vary by Region & Rig Type
Jackups
Source: Rystad Energy UCube; Rystad Energy research and analysis
23
Market Balance Improving
Attrition Coupled with Increased Demand Improving Market Balance
Source: Rystad Energy Research, June 2021
8264 62
7259 65
76 80 8296 98
113107 109 110
103
92 9398 102
110 114
126 130 132 133128
119 116 118 121 122 124
0
50
100
150
Demand Marketed supply Total supply
UDW Floater Supply and DemandRig years
4135 38
4336
41 4350
45 42 45
57 57 55 54 54 53 54 54 54 54 54
64 6661 59 59 57 57 57 57 57 57
0
10
20
30
40
50
60
70
Demand Marketed supply Total supply
High Spec Jackup Supply and DemandRig years
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Financial Perspectives
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Financial Focus and Capital Structure Highlights
Financial Focus Capital Structure Highlights(1)
Committed to capital discipline, which includes
exercising a balanced economic approach to
capital related decisions
Dedicated to running a highly efficient cost
structure, both offshore and onshore
Focused on free cash flow generation – expect
to be free cash flow positive in 2022
(1) As of March 31st, 2021. Pro forma for Pacific Drilling.
Net Debt
Sub $300 million
Total Liquidity
$600+ million
First Debt Maturity
2025
Backlog
$1.7 billion
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Reduced Rig Operating Costs
Personnel Costs
Maintenance Program
Efficiencies
Inventory Optimization
Reduced Shore‐based Costs
Personnel Costs
Centralized Support
Facilities & Footprint
Fleet Management
Asset Disposals
Idle Rig Strategy
Realign through M&A
Disciplined Bidding
Price for Profitability
Holistic Cost Appreciation
De‐Risk Integrated Services
Improved Capital Structure
Reduced Interest Expense
Flexible Balance Sheet
Capacity for Growth
Extreme Cash Flow Focus
Selected Categories
Daily Handrail Costs(1)Floaters: $105k– $120kJackups: $45k – $60k
(1) Represents the current daily rig‐level operating costs. Jackups exclude the Noble Lloyd Noble, which has a $75k uplift for operating in Norway, and the Noble Tom Prosser which has a $25k uplift for operating in Australia. Actual handrail costs dependent on region of operation, type of rig and number of rigs operating in that region.
27
Drillship Jack‐up (JU‐3000N)
Highly Efficient Fully Burdened “Cash” Cost Structure
“Cash Break Evens” Have Been Meaningfully Reduced
Note: Allocations based on expected operating days for 2021, including a higher allocation for a Drillship than a Jackup.
Sub $200k
2 Years Ago Current
Sub $100k
2 Years Ago Current
“Fully Burdened” includes all direct costs and allocations of indirect costs (all of Noble’s indirect costs are allocated to rigs)
Includes handrail costs, capex, downtime, and allocations for shorebased burden, interest expense and cash taxes
$k/day $k/day~35%
reduction
~35% reduction
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2021 Guidance
2021Estimate
Revenue $900 ‐ $920
EBITDA (adjusted for special items) $120 ‐ $130
Capital Expenditures $180 ‐ $200
(1) Noble emerged from Chapter 11 bankruptcy protection on February 5, 2021 (the “Effective Date”). Upon emergence, Noble adopted fresh‐start accounting which resulted in
Noble becoming a new reporting entity for accounting and financial reporting purposes. Accordingly, our financial statements and notes after the Effective Date are not
comparable to our financial statements and notes prior to that date. As required by GAAP, results must be presented separately for the predecessor period from January 1, 2021
through February 5, 2021 (the “Predecessor” period) and the successor period from February 6, 2021 through March 31, 2021 (the “Successor” period). However, the Company
has combined the results presented above for the Predecessor and Successor periods as non‐GAAP measures (“combined” results) for discussion purposes herein since we believe
it provides the most meaningful basis to analyze our results. Includes Pacific Drilling acquisition from April 15, 2021.
(2) Adjusted to exclude recognition of the non‐cash contract asset amortization of ~$51 million.
(3) Adjusted to exclude any restructuring, Pacific Drilling transaction or integration related costs, and non‐cash stock‐based comp related to MIP
(4) Includes approximately $90 to $110 million for sustaining capital, approximately $25 million of capital that is anticipated to be rebillable to our customers and the balance
dedicated to major projects, most notably the Noble Lloyd Noble Norway scope.
($ in millions)
(1)
(4)
(2), (3)
(2)
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Why Noble?
Noble is theplatform for investment in offshore drilling
Premium Fleet
Solid Backlog, Customers
Operational Excellence
Strong Balance Sheet
Cash Flow Focused
3131
Appendix
32
Overview of Common Shares
Total Shares
Common Shares Issued at Emergence 50.0Shares Issued to PACD 16.6
Total Common Shares Outstanding 66.6
Overview of Warrants
Strike Price Expiration Total Shares
Tranche 1 Warrants $19.27 02/08/28 8.3Tranche 2 Warrants 23.13 02/08/28 8.3Tranche 3 Warrants 124.40 02/08/26 2.8
Total Warrants 19.4
Total Shares + Warrants (excl MIP shares) 86.0
Common Shares and Warrant Overview
(1) Shares shown herein reflect shares prior to MIP shares.(2) Includes 6.5mm shares converted to Penny Warrants after emergence. Penny Warrants are economically equivalent to ordinary shares.(3) Sensitivity based on Treasury Stock Method and does not include any impact of Black‐Scholes Protection as described in warrant agreements.
Illustrative Warrant Dilution Summary
Noble Share Summary
(1)(2)
(3)
(shares in millions)
Noble Share Price $20.00 $22.50 $25.00 $27.50 $30.00 $32.50 $35.00
Common Shares Outstanding 66.6 66.6 66.6 66.6 66.6 66.6 66.6(+) Net Dilution from In‐The‐Money Warrants 0.3 1.1 2.1 3.2 4.2 5.0 5.7
Fully Diluted Noble Shares 66.9 67.7 68.7 69.8 70.8 71.6 72.3Common Ownership 99.6% 98.4% 97.0% 95.4% 94.1% 93.0% 92.1%Warrant Ownership 0.4% 1.6% 3.0% 4.6% 5.9% 7.0% 7.9%
33
Noble Capitalization Summary
(1) Interest payable at the Company's option pursuant to the following: (i) 11% payable in cash, (ii) 6.5% payable in cash / 6.5% payable in PIK (13% total), or (iii) 15% payable in PIK
(2) Does not include cash received in conjunction with the Pacific Drilling transaction which closed in April 2021
Noble Capital Structure and Liquidity Summary as of 03/31/21 ($ in millions)
Noble Capital Structure Overview
Tranche Amount Coupon Maturity
$675mm Revolving Credit Facility $178 L + 4.75% 7/31/252L PIK Toggle Notes 216 11% / 13% / 15% 2/15/28
Total Debt $394
(‐) Cash (116)Net Debt $277
Noble Liquidity Overview
$
RCF Commitments $675(‐) Amount Outstanding (178)(‐) LCs Outstanding (10)
RCF Availability $487(+) Cash 116
Total Liquidity $603
(1)
(2)