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Debt
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Debt

Note 8 - Debt

Our debt consisted of the following at December 31, 2015 and 2014:

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Senior unsecured notes:

 

 

 

 

 

 

 

 

3.45% Senior Notes due 2015

 

$

—

 

 

$

350,000

 

3.05% Senior Notes due 2016

 

 

299,997

 

 

 

299,982

 

2.50% Senior Notes due 2017

 

 

299,956

 

 

 

299,920

 

4.00% Senior Notes due 2018

 

 

249,602

 

 

 

—

 

7.50% Senior Notes due 2019

 

 

201,695

 

 

 

201,695

 

4.90% Senior Notes due 2020

 

 

499,287

 

 

 

499,151

 

4.625% Senior Notes due 2021

 

 

399,680

 

 

 

399,627

 

3.95% Senior Notes due 2022

 

 

399,354

 

 

 

399,264

 

5.95% Senior Notes due 2025

 

 

448,814

 

 

 

—

 

6.20% Senior Notes due 2040

 

 

399,896

 

 

 

399,895

 

6.05% Senior Notes due 2041

 

 

397,719

 

 

 

397,681

 

5.25% Senior Notes due 2042

 

 

498,338

 

 

 

498,310

 

6.95% Senior Notes due 2045

 

 

394,563

 

 

 

—

 

Total senior unsecured notes

 

 

4,488,901

 

 

 

3,745,525

 

Credit facilities & commercial paper program

 

 

—

 

 

 

1,123,495

 

Total debt

 

 

4,488,901

 

 

 

4,869,020

 

Less: Current maturities of long-term debt

 

 

(299,997

)

 

 

—

 

Total long-term debt

 

$

4,188,904

 

 

$

4,869,020

 

 

Credit Facilities and Commercial Paper Program

At December 31, 2015, we had two credit facilities with an aggregate maximum capacity of $2.7 billion, which are comprised of a five year $2.4 billion senior unsecured credit facility that matures in January 2020 and a $225 million 364-day senior unsecured credit facility that matured in January 2016 and was not renewed (together, the “Credit Facilities”).

We have a commercial paper program that allows us to issue up to $2.4 billion in unsecured commercial paper notes. Amounts issued under the commercial paper program are supported by the unused capacity under our Credit Facilities and, therefore, are classified as long-term on our Consolidated Balance Sheet. The outstanding amounts of commercial paper reduce availability under our Credit Facilities.

The $2.4 billion facility provides us with the ability to issue up to $500 million in letters of credit. The issuance of letters of credit under the facility reduces the amount available for borrowing. At December 31, 2015, we had no letters of credit issued under the facility.

Senior Unsecured Notes

In March 2015, we issued $1.1 billion aggregate principal amount of Senior Notes, which we issued through our indirect wholly-owned subsidiary, Noble Holding International Limited (“NHIL”). These Senior Notes were issued in three separate tranches, consisting of $250 million of 4.00% Senior Notes due 2018, $450 million of 5.95% Senior Notes due 2025 and $400 million of 6.95% Senior Notes due 2045. The weighted average coupon of all three tranches is 5.87%.  The interest rate on these Senior Notes may be increased if the credit rating applicable to the notes is downgraded below investment grade (up to a maximum of 200 basis points). The net proceeds of approximately $1.08 billion, after expenses, were used to repay indebtedness outstanding under our Credit Facilities and commercial paper program.

In August 2015, we repaid our $350 million 3.45% Senior Notes using cash on hand.

Our $300 million 3.05% Senior Notes mature during the first quarter of 2016. We anticipate using cash on hand to repay the outstanding balances.

Covenants

The Credit Facilities and commercial paper program are guaranteed by our indirect, wholly-owned subsidiaries, NHIL and Noble Holding Corporation (“NHC”). The covenants and events of default under the two Credit Facilities are substantially similar, and each facility contains a covenant that limits our ratio of debt to total tangible capitalization, as defined in the Credit Facilities, to 0.60. At December 31, 2015, our ratio of debt to total tangible capitalization was approximately 0.38. We were in compliance with all covenants under the credit facilities as of December 31, 2015.

In addition to the covenants from the Credit Facilities noted above, the indentures governing our outstanding senior unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the surviving entity or the other party assumes the obligations under the indenture, and on the ability to sell or transfer all or substantially all of our assets. In addition, there are restrictions on incurring or assuming certain liens and on entering into sale and lease-back transactions. At December 31, 2015, we were in compliance with all of our debt covenants.

Other

At December 31, 2015, we had letters of credit of $5 million, including bonds covering the temporary importation of equipment, performance bonds and expatriate visa guarantees.

Aggregate principal repayments of total debt for the next five years and thereafter are as follows:

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

Thereafter

 

 

Total

 

$

299,997

 

 

$

299,956

 

 

$

249,602

 

 

$

201,695

 

 

$

499,287

 

 

$

2,938,364

 

 

$

4,488,901

 

 

Fair Value of Financial Instruments

Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our senior notes was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). All remaining fair value disclosures are presented in Note 15 and Note 17.

The following table presents the estimated fair value of our total debt as of December 31, 2015 and 2014:

 

 

 

December 31, 2015

 

 

December 31, 2014

 

 

 

Carrying

 

 

Estimated

 

 

Carrying

 

 

Estimated

 

 

 

Value

 

 

Fair Value

 

 

Value

 

 

Fair Value

 

Senior unsecured notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.45% Senior Notes due 2015

 

$

—

 

 

$

—

 

 

$

350,000

 

 

$

354,992

 

3.05% Senior Notes due 2016

 

 

299,997

 

 

 

299,340

 

 

 

299,982

 

 

 

302,515

 

2.50% Senior Notes due 2017

 

 

299,956

 

 

 

284,334

 

 

 

299,920

 

 

 

287,014

 

4.00% Senior Notes due 2018

 

 

249,602

 

 

 

227,285

 

 

 

—

 

 

 

—

 

7.50% Senior Notes due 2019

 

 

201,695

 

 

 

194,273

 

 

 

201,695

 

 

 

212,068

 

4.90% Senior Notes due 2020

 

 

499,287

 

 

 

378,761

 

 

 

499,151

 

 

 

471,095

 

4.625% Senior Notes due 2021

 

 

399,680

 

 

 

289,450

 

 

 

399,627

 

 

 

363,837

 

3.95% Senior Notes due 2022

 

 

399,354

 

 

 

265,643

 

 

 

399,264

 

 

 

346,425

 

5.95% Senior Notes due 2025

 

 

448,814

 

 

 

308,870

 

 

 

—

 

 

 

—

 

6.20% Senior Notes due 2040

 

 

399,896

 

 

 

237,005

 

 

 

399,895

 

 

 

350,351

 

6.05% Senior Notes due 2041

 

 

397,719

 

 

 

239,464

 

 

 

397,681

 

 

 

343,653

 

5.25% Senior Notes due 2042

 

 

498,338

 

 

 

279,919

 

 

 

498,310

 

 

 

385,181

 

6.95% Senior Notes due 2045

 

 

394,563

 

 

 

255,887

 

 

 

—

 

 

 

—

 

Total senior unsecured notes

 

 

4,488,901

 

 

 

3,260,231

 

 

 

3,745,525

 

 

 

3,417,131

 

Credit facilities and commercial paper program

 

 

—

 

 

 

—

 

 

 

1,123,495

 

 

 

1,123,496

 

Total debt

 

$

4,488,901

 

 

$

3,260,231

 

 

$

4,869,020

 

 

$

4,540,627